Terms of Service

Last updated on 28th June 2023 

INTRODUCTION  

Welcome to SDK.finance.  

SDK.finance is a research and development company that offers the ledger layer software in API (we call it “Software Platform for Transaction Procession” or simply “SPTP”) that is available as an on-cloud version by subscription. The list of our actual products along with their detailed scope and description is always can be found here: https://sdk5-staging.sdk.finance/swagger/ 

OVERVIEW

These Terms of Service (“Terms of Service”, “Terms”,)  are between the User (the “User”, “You” or “Your”) and Private Limited Company “TechFin UAB”  (“TechFin UAB”, “TechFin”, “We”, “Us” or “Our”). This website (the “Website”) is operated and owned by TechFin UAB. SDK.finance is a trading name and registered trademark of TechFin UAB. 

TechFin UAB is a legal entity registered under the law of Lithuania with its registered number: 305153451, address: Didžioji g. 14-1 str., Vilnius, Lithuania.

Please read these Terms of Service carefully before accessing or using our Website or SPTP software. By accessing or using any part of this Website or SPTP software You agree to be bound by these Terms of Service. These Terms of Service apply to all users of this Website as well as to all users of SPTP software. If You do not agree to all the provisions of these Terms of Service You may not access or use the Website.  Through the Website we may offer You our products and services.  

At the moment, our current product is SPTP (the “Product”) that is available to registered Users through their User Accounts as a on-cloud version by subscription (the “Service”). In order to be able to use our Product and Service You are required to review and accept these Terms of Service, Privacy Policy, Subscription Policy, and End User Agreement (EULA).

We reserve the right to update, amend or replace any part of these Terms of Service by posting updates and/or changes to this Website. In order to continue using the Website, Product or Service, You may be required to read and accept these Terms again once they are updated. Please check these Terms every time You access or use this Website. When You are using the Website or Services on behalf of a business You hereby declare that You have the authority (i) use the Website, Product and Service on behalf of a business; (ii) to bind that business to these Terms of Service.

Chapter 1 – THE WEBSITE 

SECTION 1 – USING OF THE WEBSITE

This Website may only be used by natural persons (individuals), companies who have the legal capacity to enter into legally binding contracts under the law applicable in their country of residence. By agreeing to these Terms of Service, You represent that You are of legal age in Your country of residence. You may not use this Website and/or any of our products and services provided by this Website for any illegal or unauthorized purpose.     

SECTION 2 – ACCURACY OF THE CONTENT OF THE WEBSITE

All content shown on this Website along with all information about our products or services is provided by us and made available by us to You without any warranties, conditions or guarantees. All such warranties, conditions or guarantees may be implied only by law and to extend permitted by law. In particular, we do not guarantee the accuracy, reliability, performance of completeness and/or suitability for the purpose of any information, services or products provided by us to You through the Website.

We will use our best efforts to ensure that any information placed on the Website is obtained from the resources which are likely to be reliable. We have no obligation to update any information on the Website and do not guarantee either completeness or accuracy of such information. We shall not be responsible for any use or interpretation of such information. None of the information constitutes legal, financial or investment advice.

All the information placed on this Website is provided exclusively for Your guidance and should not be relied upon or used as the sole basis for making decisions.  You use the Website as well as all the information provided on it solely at Your own risk.   

SECTION 3 – ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on this Website or through the Services that may contain typographical errors, inaccuracies or omissions that may relate to services and/or product descriptions, pricing, promotions, offers, or products and or services availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information on this Website at any time without prior notice. We undertake no obligation to update, amend or clarify information on this Website or related Product or Service, including without limitation, pricing information, except as required by law. 

SECTION 4  – INTELLECTUAL PROPERTY

All materials contained on this Website including without limitation all texts; articles; images; logos are owned by us and constitute the intellectual property of TechFin UAB.  The materials may not be copied or redistributed for commercial or private purposes of any kind without prior written permission from TechFin UAB. By providing You with access to this Website we grant You a non-transferable, limited personal license. This license shall be deemed valid only in case of Your full compliance with these Terms of Service.   

The SPTP, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the TechFin UAB. Before using the SPTP through Your User Account You are required to accept our EULA. 

SECTION 5 – PROHIBITED USES

In addition to other prohibitions as may be set forth in the Terms of Service, You are strictly prohibited from using this Website or any of its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any national or international rules, laws, or regulations; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to submit false or misleading information; (f) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or Services or of any related website, other websites, or the Internet; (g) to collect or track the personal information of others; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to block Your use of this Website for violating any of the prohibited uses and/or seek judicial remedy for the protection of any of our rights that were violated by You. 

SECTION 6 – THIRD-PARTY LINKS

The content of the Website may include materials from third-parties. Third-party links on the Website may direct You to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating any third-party content or its accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure You understand them before You engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to such third-party.  

SECTION 7 – OPTIONAL TOOLS

Through the Website, Product or Service, we may provide You with access to third-party tools over which we neither monitor nor have any control nor input (“third party tools”, “optional tools”). You acknowledge and agree that we provide access to such optional tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to Your use of optional tools. Any use by You of optional tools offered through this Website is entirely at Your own risk and discretion and You should ensure that You are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.

We may also at any time thereafter offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 – ADVERTISING DISCLAIMER

Under no circumstances any advertisements, catalogs, brochures or any announcements which may be published on this Website shall constitute a binding contract or an offer to enter into any binding contract. TechFin UAB reserves the right to revoke, amend, terminate, change, discontinue, delete, update, limit or extend any advertisement material at any time at its own discretion.

Chapter 2 – THE PRODUCT (SPTP software)

SECTION 9 – THE USER ACCOUNT

In order to use our Product and Service You are required to register an account through the Website (“Account” or “User Account”). Please note that the SPTP software could be used only by legal entities, not natural persons. When registering for an Account You agree to provide and maintain true, accurate, current and complete information about Yourself and Your business as prompted by the relevant registration form or when required to verify the same before Account activation. By registering an Account, You authorize TechFin UAB  to collect, store, retain, process and use Personal Data You provided to us in accordance with TechFin UAB’s Privacy Policy. The legal texts of the latest versions of TechFin UAB’s Privacy Policy is available publicly on the Website. User’s failure to provide, maintain accurate, complete and up-to-date personal data to enable TechFin UAB to properly perform the Services may result in Users being unable to access and use our Product and Service. In any event, TechFin UAB reserves the right, in its sole discretion, to approve or refuse registration of an User Account.  Please note that in order to provide you a possibility to use or Product and Services, TechFin UAB may request You to confirm your acceptance of these Terms of Service by signing them using the DocuSign e-signature service. 

Users may not assign or otherwise transfer their Accounts to any party without the prior written authorisation by TechFin UAB. Users should be responsible for designating any other individuals who have the right or authority to access, use or administer User’s Account for and on behalf of User (“Authorized Users”). Whilst User may permit such Authorized Users access to administer User’s Accounts, Users remain fully liable under these Terms for all acts and omissions of their Authorized Users. Users are always solely responsible for maintaining the confidentiality of their username, password and other information relating to its Account, and any and all activities that occur under their Accounts. User undertakes to immediately notify TechFin UAB of any unauthorized use of User’s Account, password, or any other breach of security. TechFin UAB will not be liable for any loss or damage arising from User’s failure to comply with this provision.  

By registering, accessing, using or administering an Account, User and its Authorized Users agree to receive informative, promotional or marketing emails or communications in connection with the our products and/or services but may opt-out from receiving such communications by making a respective written email notification to TechFin UAB or by clicking the “Unsubscribe” link at the bottom of the newsletter email (if available).    

SECTION 10 – PERSONAL DATA

TechFin UAB processes information about You in accordance with its Privacy Policy. Please note that due to the nature of its business, TechFin UAB may request You to provide data (including personal data) in order to perform KYC/AML/CFT checks before the activation of Your User Account. We always process any personal data about You in accordance with applicable law and our privacy policy. You have to accept our Privacy Policy before using this Website, Services. To view our Privacy Policy. 

SECTION 11 – THE PRODUCT

After successful registration of the User Account, the User will be able to start using the SPTP software in strict accordance with our EULA, Subscription Policy and Pricing. The payments of Subscription Fee may be processed via bank transfer according to invoice issued by TechFin UAB OR via Stripe (https://stripe.com/). Users shall pay a Subscription Fee on a monthly basis.

Users are responsible for the timely payment of the Subscription Fee, and have to ensure the agreed Payment Method is always valid and has sufficient funds for payment to be transacted. This does not waive TechFin UAB’s right to seek payment directly from Users through any other methods, should the Payment Method fail. Users acknowledge that any failure to pay the Subscription Fees on time shall entitle TechFin UAB to suspend or terminate Users’ access to the SPTP and/or other chargeable products or services.

TechFin UAB reserves the right to revise the rates of Subscription Fees from time to time in its sole discretion. Any such revision will be communicated to Users in advance via email or published on the Website. By continuing to use the TechFin UAB’s chargeable services after such revisions, Users will be deemed to have accepted the revised Subscription Fees.  All fees and charges in respect of the Services will be subject to all prevailing statutory taxes (e.g. Value Added Tax) as may be in force or introduced at any time.  

SECTION 12 – SUBSCRIPTION & CANCELLATION 

Cancellation by Us.  We may cancel Your Subscription at any time if You do not make any payment to us when it is due and You still do not make payment within 15 (fifteen) days that payment is due. We may also cancel Your Subscription at any time if any of the following conditions are met: (a) if You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide our Product and Service; or (b) if we suspect that a purchase was fraudulently made or an account was fraudulently set up.  

Cancellation by You. To change or cancel Your Subscription at any time, email us at support@sdk.finance If You cancel Your Subscription, Your Subscription will not be renewed after Your then-current subscription term expires. Cancellation requests submitted in this manner must be received by us at least 5 (five) business days prior to the end of Your current paid subscription term. Cancellation requests received after that shall take effect the following month. That means that Your Subscription will continue to be active until the end of Your then-current billing cycle. Your Subscription will not renew following the end of Your then-current billing cycle. Please note that if You choose to cancel Your Subscription after Your card has been billed for the month, there will be no refund.  

SECTION 13 – TECH PECULIARITIES OF PRODUCT AND SERVICE 

The security of our services is of a great importance to us. For this purpose, we always have been taking our best efforts to keep our Product and Service within Amazon Web Services (AWS) technical security standards. To know more about about AWS security standards please visit: https://docs.aws.amazon.com/   

Please be informed that when You decide to start using our Product and Service the technical flow will always be as follows: 

Step-1) You register an User Account on the Website.   

Step-2) You provide us with the information about Your business and Yourself using the functionality of Your User Account. We need this information to make internal KYC/CFT/AML checks. More information about how we collect, process, store Your data You can find in our Privacy Policy.  

Step-3) You carefully review our Terms of Services, EULA, Subscription Policy, Privacy Policy and Pricing. If You agree with everything – You accept the documents so we can move forward.  

Step-4) You deploy the databases on Your servers, configure a security access list, and provide credentials to access to databases from the SPTP software side. Please note that all the information related to any transactions run by You within Your project remains with Your databases on Your servers. We do not collect, store or process any information related to such transactions. The SPTP software (backend in API) automatically transmits such information to Your databases. You should always be solely responsible for the security of Your databases.  

Step-5) We provide You with the source code of SPTP front-ends (front-office, back-office). For that purpose, we provide You with the access to our GitLab account where the source code is stored. Please note that the source code of our backend remains with us, and stores on our servers. More details about how we license the SPTP to You could be found in our End-User License Agreement (EULA) 

Please note that for the proper use of the SPTP software, User shall ensure that it has appointed a competent and qualified Database Administrator on its end. The Database Administrator shall be responsible for administrating, monitoring, and optimizing databases on the User’s side as may be needed to ensure smooth and efficient functioning of the software. This includes but is not limited to database setup, configuration, performance monitoring, data backups, and addressing any database-related issues that may arise. The User acknowledges that the effectiveness and performance of the software may depend on the competency and proactive actions of their appointed Database Administrator.

SECTION 14 – SPTP INFRASTRUCTURE   

We keep our Product and Service within Amazon Web Services (AWS) infrastructure and its technical security standards. For the proper operation of SPTP and in order to make the User’s experience with SPTP as comfortable as possible, we host SPTP on separate server environments: 

Pre-Production Environment – separate environment in the SPTP product dedicated to development, testing and bug fixing of customisations of SPTP developed by User.  

Production Environment – separate environment in the SPTP product infrastructure dedicated to the deployment of the stable production version of the SPTP available for the live mode use of SPTP by the User and its end customers. 

Please note that the configuration requirements to Pre-Production and Production Environment may be different due to the different server workloads. 

SECTION 15 – SOURCE CODE LICENSE OPTION 

Users with active subscription may at any time request TechFin UAB for a possibility to shift to the source code license option (back-end of SPTP software). This option is devoted to bring certain benefits to the User such as: strict contractual clauses (the User and TechFin conclude a separate source code license contract where all the conditions are strictly specified); autonomy (User will obtain a source code of TechFin’ software that deploy it on User’s own infrastructure and User’s control); no subscription is needed anymore; no limits of transactions; no additional fees (only one time license fee applies); almost no restrictions on the use of the source code of TechFin’ software. If User is interested in shifting to the source code license option, the User may contact TechFin at any time by means of sending an email request to support@sdk.finance. The actual price and conditions of the source code license option shall be available on https://sdk.finance/pricing/ or https://dashboard.sdk.finance/pricing/. TechFin reserves the right to change, amend or modify the price, conditions (including offering special discounts to prospective buyers)  and availability of source code license option at any time at its sole discretion.  

SECTION 16 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that Your use of our Product or Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time. If this happens, we will make our best efforts to notify You in advance if possible. 

You expressly agree that Your use of, or inability to use, the Product or Service is at Your sole risk. The Product and Service as well any other products or services we may provide You through the Website are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for Your use, without any representation, warranties of any kind.

In no case shall TechFin UAB, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of the Website, Product or Service. Where some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 17 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless TechFin UAB and our affiliates (including without limitation parent companies, subsidiaries, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns,and employees) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your breach of these Terms of Service. 

SECTION 18 – SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 19 – TERMINATION

These Terms of Service are effective unless and until terminated by either You or us. You may terminate these Terms of Service at any time by notifying us that You no longer wish to use the Website, Product or Service. For termination of Your use of the Product and Service please refer to our rules of cancellation specified in our EULA and Subscription Policy.

We reserve the right to suspend or terminate Your use of the Website, Product and Services in cases when we know You have failed or we have grounds to consider You have failed, or we suspect that You have failed to comply with any term or provision of these Terms of Service, EULA, Subscription Policy or Privacy Policy. 

SECTION 20 – ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this Website or in respect to our Product or Service or in respect of any other products or services we may provide to You through the Website, constitute the entire agreement and understanding between You and us. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 21 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide You Services shall be governed by and construed in accordance with the laws of Lithuania. 

SECTION 22  – CONTACT DETAILS 

Any and all questions as regard to these Terms of Service shall be sent to our email address: support@sdk.finance.  

In witness whereof the undersigned, being duly authorized to that effect, have signed these Terms of Service on [DATE]: