Whitelabel Marketplace & Compliance Services Terms of Use
These Terms of Use ("Terms") govern the access to and use of the Evergon platform, software, APIs, and services provided by Evergon Labs B.V. ("Evergon", "Company", "we", "us"), including (i) the Whitelabel Marketplace, (ii) compliance-related software and tooling, and (iii) any associated software-as-a-service offerings (together, the "Services").
These Terms are entered into by and between Evergon and the customer using the Services ("Customer", "you"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.
1. Definitions
1.1 "Whitelabel Marketplace" means Evergon’s no-code and API-based software solution enabling Customers to create, launch, and operate branded digital asset or tokenization marketplaces, including smart contract deployment, asset issuance workflows, and integrations.
1.2 "Marketplace" means the branded platform operated by the Customer using the Whitelabel Marketplace technology. The Marketplace is operated solely under the Customer’s name, brand, control, and responsibility.
1.3 "Compliance Solution" means Evergon’s modular compliance software layer enabling Customers to support regulatory compliance processes, including but not limited to identity verification (KYC/KYB), transaction monitoring (KYT), fraud detection, sanctions screening, permissions management, and policy enforcement. The Compliance Solution may be used standalone or integrated with a Marketplace or other project.
1.4 "Compliance Services" means the provision of access to the Compliance Solution, related dashboards, APIs, integrations with Third-Party Compliance Providers, and technical support.
1.5 "Third-Party Compliance Providers" means external service providers integrated with the Services to perform compliance-related functions such as identity verification, blockchain analytics, sanctions screening, or fraud detection.
1.6 "Customer Data" means all data, content, and information submitted to or processed through the Services by or on behalf of the Customer, including personal data of end users.
2. Account Registration
2.1 To access the Services, the Customer must create an account and provide accurate, complete, and up-to-date information.
2.2 The Customer is responsible for maintaining the confidentiality of account credentials and for all activities conducted through its account.
3. Use of the Services
3.1 License Grant
Subject to these Terms, Evergon grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for the Customer’s internal business purposes.
3.2 Restrictions
The Customer shall not:
- Use the Services for any unlawful purpose or in violation of applicable laws;
- Reverse engineer, decompile, or attempt to extract source code;
- Interfere with or disrupt the integrity or performance of the Services;
- Represent Evergon as a regulated entity or as providing regulatory approvals.
3.3 No Regulatory or Legal Advice
The Services, including the Compliance Solution, are technical tools only. Evergon does not provide legal, tax, or regulatory advice and does not guarantee that use of the Services will result in compliance with any law or regulation.
4. Data Protection and Privacy
4.1 Customer Data Ownership
The Customer retains all rights, title, and interest in Customer Data.
4.2 Data Roles
The Customer acts as a data controller for Customer Data. Evergon acts as a data processor solely for the purpose of providing the Services.
4.3 Compliance Data
When using the Compliance Solution, the Customer determines the scope, rules, and outcomes of compliance processes. Evergon does not make onboarding, rejection, or reporting decisions.
4.4 Third-Party Providers
The Customer authorizes Evergon to transmit Customer Data to Third-Party Compliance Providers strictly as required to deliver the Compliance Services. Evergon may replace or modify Third-Party Compliance Providers from time to time.
4.5 Security
Evergon implements industry-standard technical and organizational measures but does not guarantee absolute security. The Customer remains responsible for securing its Marketplace and user access.
5. Regulatory and Legal Responsibility
5.1 Customer Responsibility
The Customer is solely responsible for ensuring that its Marketplace, project, and use of the Services comply with all applicable laws, including financial regulation, AML/CFT, sanctions, securities laws, and data protection laws.
5.2 No Delegation of Obligations
Use of the Compliance Solution does not delegate or transfer any regulatory, supervisory, or reporting obligations from the Customer to Evergon.
5.3 Third-Party Integrations
The Customer is responsible for assessing the suitability and legality of any third-party services integrated with the Services.
6. Fees and Payment
6.1 Fees for the Services are set out in the applicable order form, statement of work, or subscription plan.
6.2 Compliance Services may be billed separately or together with other Services.
6.3 Late or non-payment may result in suspension or termination of access.
7. Disclaimer of Warranties
7.1 The Services are provided "as is" and "as available" without warranties of any kind, to the maximum extent permitted by law.
7.2 Evergon will make commercially reasonable efforts to ensure the availability of the Platform and Services as much as possible. However, Evergon does not make any commitments regarding the availability, continuity, functionality, or usability of the Platform and Services , nor does it make any other commitments other than those expressly outlined in these Terms of Use. The Customer acknowledges that the Platform and Services are provided over the internet and, if applicable, mobile networks, and as such, its quality and availability may be influenced by factors beyond Evergon's reasonable control.
7.3 Evergon will make commercially reasonable efforts to enhance the functionality of the Platform and Services , including through updates, and to correct any faults or errors. In the event that maintenance or modifications may cause limitations in availability, Evergon will endeavor to perform such maintenance during periods of relatively low usage by Customers.
8. Limitation of Liability
8.2 Limitation of Liability
Evergon’s total liability under these Terms shall not exceed the fees paid by the Customer in the six (6) months preceding the event giving rise to the claim.
8.3 Compliance Tool Limitation
Evergon shall not be liable for regulatory actions, fines, penalties, false positives or negatives, or decisions taken by the Customer based on outputs of the Compliance Solution or Third-Party Compliance Providers. Evergon shall not be liable for unavailability, errors, or inaccuracies originating from Third-Party Compliance Providers.
8.4 Exclusion of Indirect Damages
Evergon is not liable for indirect or consequential damages, including loss of profits, goodwill, or business interruption.
9. Indemnification
The Customer shall indemnify and hold harmless Evergon from any claims, losses, damages, fines, or expenses arising out of:
- the Customer’s breach of these Terms;
- the Customer’s violation of applicable law;
- operation of the Customer’s Whitelabel Marketplace;
- use of the Compliance Solution and related compliance decisions.
10. Intellectual Property
10.1 Evergon (or our licensor or supplier, if applicable) is the exclusive owner of all intellectual. property rights vesting in and/or relating to the Platform (including the underlying source and object code), including, but not limited to, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know how, property rights and processes (the Intellectual Property Rights).
10.2. Evergon grants Customer a non-transferable, non-sublicensable, royalty-free and non-exclusive right to use the Platform , subject to Customer complying with all its obligations set forth in these Terms.
10.3. If Customer does not (longer) comply with its obligations under these Terms, Evergon can withdraw the right to use the Platform with no notice of default being required or any compensation being due.
10.4. Customer guarantees to be the owner and/or lawful licensee of all Intellectual Property Rights on the information and Marketplace provided by Customer to Evergon. Customer grants Evergon a transferable, sublicensable, royalty-free and non-exclusive license to use such information in the course of providing the Platform.
10.5 Nothing in this Terms shall be construed to assign or confer any Intellectual Property Rights of Company to Customer or any third party.
11. Acceptable Use Policy
11.1 Overview
The Company provides the Platform and Services to enable Customers to create and manage digital asset marketplaces. By using the Platform, You agree to comply with this Acceptable Use Policy ("AUP") to ensure a secure, lawful, and respectful environment for all users. The following uses of the Platform and Services are prohibited:
11.2 Prohibited Activities
You agree not to use the Platform or Services to:
11.2.1 Engage in illegal activities, including but not limited to fraud, money laundering, terrorist financing, or any activity that violates local, national, or international laws.
11.2.2 Distribute malware, viruses, or other harmful code or software designed to disrupt, damage, or gain unauthorized access to the Platform or any system.
11.2.3 Violate intellectual property rights, including by using the Platform to infringe upon or violate the copyrights, trademarks, or other proprietary rights of others.
11.2.4 Harass, threaten, or abuse other users or third parties, or engage in any form of harassment or discrimination based on race, gender, sexual orientation, religion, or other protected characteristics.
11.2.5 Engage in activities that negatively impact the security or functionality of the Platform or compromise the privacy or confidentiality of other users' data.
11.2.6 Use the Platform for spamming or unsolicited commercial communications, or promote services or products in a manner that is misleading or deceptive.
11.2.7 Attempt to gain unauthorized access to the Platform or related systems, networks, or accounts of other users.
11.3 Compliance with Laws
You are responsible for ensuring that Your use of the Platform complies with all applicable laws and regulations, including:
11.3.1 Anti-money laundering (AML) and combating the financing of terrorism (CFT) laws.
11.3.2 Data protection laws, including the General Data Protection Regulation (GDPR) or any other relevant laws relating to the collection, storage, and processing of personal data.
11.3.3 Financial regulations applicable to digital assets, including securities regulations and guidelines.
11.4 Monitoring and Enforcement
The Company reserves the right to:
11.4.1 Monitor Your use of the Platform to ensure compliance with this AUP.
11.4.2 Investigate any potential violations of the AUP and take appropriate action, including suspending or terminating Your access to the Platform.
11.4.3 Cooperate with law enforcement authorities or regulatory bodies in investigating and enforcing violations of this AUP.
11.5 Reporting Violations
If You become aware of any violation of this AUP, including any security vulnerability or suspicious activity, You agree to report it to the Company immediately.
11.6 Consequences of Violation
Failure to comply with this Acceptable Use Policy may result in the suspension or termination of Your account, as well as legal action if necessary. The Company may take steps to prevent any harm or damage to the Platform, other users, or third parties.
12. Confidentiality
12.1 Confidentiality Obligations
Customers agree to treat as confidential any information provided by the Company that is marked as confidential or that the Customer knows or should reasonably assume to be confidential, based on the nature of the information or the circumstances in which it was disclosed. Customers shall not use such confidential information for any purpose other than as necessary for the use of the Platform and Services. Customers shall impose these confidentiality obligations on their employees, agents, and any third parties engaged by them.
12.2 Duration of Confidentiality
The confidentiality obligations set forth in this section shall continue to apply even after the Customer has ceased using the Platform and Services for any reason, and shall remain in effect for as long as the Company retains the right to invoke the confidential nature of such information.
13. Term and Termination
13.1 These Terms of Use will remain in effect from the date the Customer completes registration to use the Platform and will continue until terminated by either party in accordance with this section.
13.2 The Customer may terminate their account and these Terms of Use at any time by contacting Evergon Support and following the termination instructions provided.
13.3 Evergon may suspend or terminate the Customer’s access to the Platform, or terminate these Terms of Use, at any time and for any reason, without notice, including but not limited to suspected fraud, misuse of the Platform, or breach of these Terms of Use. Termination will be without prejudice to any rights or obligations accrued prior to the effective date of termination.
13.4 Upon termination of the Customer’s account for any reason:
13.4.1 Evergon will cease providing access to the Platform to the Customer, and the Customer will no longer be able to access their account.
13.4.2 Unless expressly stated otherwise in these Terms of Use, the Customer will not be entitled to any refund of any fees paid to Evergon.
13.4.3 Any outstanding amounts owed by the Customer to Evergon as of the effective date of termination shall become immediately due and payable.
13.4.4 The Customer’s white-label marketplace and/or compliance solution will go offline.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of the Netherlands. Any disputes shall be submitted exclusively to the competent court in Utrecht, the Netherlands.
15. Miscellaneous
15.1 Entire Agreement
These Terms constitute the entire agreement between the parties regarding the Services.
15.2 Severability
Invalid provisions shall not affect the remaining Terms.
15.3 Assignment
The Customer may not assign these Terms without Evergon’s consent. Evergon may assign freely.
15.4 Amendments
Evergon may amend these Terms with prior notice. Continued use constitutes acceptance.
Evergon Labs B.V.
Radonweg 2D, 3542 AN Utrecht, The NetherlandsChamber of Commerce: 93836996
