Evergon Labs B.V.
Last Update: 30th April 2025
These Terms of Use (“Terms”) govern the use of the Evergon Whitelabel Marketplace platform (the “Platform”) provided by Evergon Labs B.V. (“Company”, “We” , or “Us”) and the use of the Company’s services, including the Whitelabel Marketplace and Software-as-a-Service (SaaS) offerings (collectively, the “Services”) by the customer (“Customer” or “You”).
By using the Platform and Services, you agree to these Terms. If you do not agree to these Terms, you should not use the Platform or Services.
1.1 "Whitelabel Marketplace" – A no-code digital platform provided as part of the Software, enabling Customers to create, launch, and operate tokenization marketplaces under their own brand. The Whitelabel Marketplace allows issuers to tokenize assets and investors to participate in asset offerings, while integrating compliance, smart contracts, and decentralized finance (DeFi) features.
1.2 "Marketplace" – The branded digital asset marketplace operated by the Customer using the Whitelabel Marketplace technology provided by the Company. The Marketplace operates under the Customer’s brand and is solely managed, controlled, and maintained by the Customer, with the Company providing only the technological infrastructure.
1.3 "Marketplace API" – The backend for the Whitelabel Marketplace that leverages the Protocol API, providing the necessary infrastructure to integrate with any custom front-end. The Marketplace API is used by the Customer to deploy, manage, and scale their marketplace while maintaining the custom functionality of the marketplace under their own brand.
1.4 "Protocol API/SDK" – The set of tools and documentation provided by the Company to enable the Customer to integrate and extend the Whitelabel Marketplace using APIs and Software Development Kits (SDK).
2.1 To use the Services, You must create an account with the Company. You must provide accurate and up-to-date information during the registration process and keep Your account information up to date.
2.2 You are responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account.
3.1 License Grant: The Company grants You a non-exclusive, non-transferable, revocable license to use the Platform and Services solely for the purpose of creating and managing Your branded Marketplace.
3.2 Restrictions: You agree not to:
- Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
- Reverse engineer, decompile, or disassemble the Platform or Services.
- Use the Services in any manner that could damage, disable, or impair the Platform.
4.1 Privacy notice: By providing the Platform to You , Evergon processes personal data of User. For more information on the processing of personal data by Evergon, please consult our Privacy Notice.
4.1 Ownership: You retain full ownership and control over all data related to Your Marketplace (“Customer Data”), including any personal data of Marketplace users.
4.2 Data Controller: As the Marketplace operator, You are the sole Data Controller responsible for the collection, processing, and storage of user data. You are also responsible for ensuring compliance with applicable data protection laws, including GDPR.
4.3 Data Access: The Company may access limited technical data to provide support and maintenance for the Platform. Such data access will not include personal data unless explicitly authorized by You in writing.
4.4 Data Security: The Company implements industry-standard security measures to protect the integrity of the Platform, but You remain responsible for securing the data in Your Marketplace.
5.1 Regulatory Compliance: You are responsible for ensuring that Your Marketplace complies with all relevant laws, including financial regulations, anti-money laundering (AML) laws, and data protection laws.
5.2 Third-Party Integrations: If You integrate third-party services with the Platform, You must ensure that those services comply with applicable laws and do not infringe on third-party rights.
5.3 Prohibited Activities: You agree not to use the Platform for any activity that:
- Involves illegal, fraudulent, or deceptive activities.
- Violates intellectual property rights.
- Promotes or facilitates activities that are in violation of financial or data protection regulations.
6.1 Subscription Fees: You agree to pay the fees as specified in the applicable order form or Statement of Work (SOW) for access to the Platform and Services.
6.2 Payment Terms: Payments for subscription fees are due as stated in the SOW or invoice. Late payments may result in suspension or termination of access to the Platform.
7.1 Indemnification: You agree to indemnify, defend, and hold harmless the Company from any claims, damages, losses, or expenses arising out of Your use of the Platform or any violation of these Terms.
7.2 Limitation: If the Company is liable, for any reason, for any claim arising under these Terms shall be limited to the amount paid by You for the Services in the 6 months preceding the event giving rise to the claim.
7.3 Indirect damages: The Company’s liability for indirect damages, including but not limited to consequential damages, lost profits, lost savings, reduced goodwill, loss due to business interruption, losses as a result of claims from third parties, and damages in connection with engagement of third parties by Customer as a result of or in connection with the Platform , is excluded.
8.1 To the maximum extent permitted by law, Evergon disclaims all implied warranties with regard to the Platform and Services. The Platform and Services are provided "as is" and "as available, "without any warranty of any kind. Evergon does not guarantee that the Platform and Services will be error-free or function without interruptions. Additionally, Evergon rejects all implied warranties that the Platform and Services, or the use thereof, will meet the Customer’s expectations.
8.2 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.
8.3 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.
The Customer agrees to indemnify and hold Evergon and its officers, directors, members, employees, agents, and affiliates harmless from and against any and all claims, actions, audits, demands, damages, losses, investigations, inquiries, costs, or expenses, including but not limited to reasonable attorney’s fees, or any other proceeding instituted by a person or entity that arises out of or relates to:
(i) Breach of Terms: The Customer’s breach of these Terms of Use or the documents they incorporate by reference (including the Terms of Use);
(ii) Violation of Law or Third-Party Rights: The Customer’s violation of any law or the rights of a third party;
(iii) Transaction-Related Issues in the White-Label Marketplace: Any aspect of the transaction between the Customer and their users of the white-label marketplace, including but not limited to issues such as refunds, fraudulent transactions, or alleged or actual violations of applicable laws, or any claims arising from the Customer’s breach of these Terms of Use in relation to the marketplace platform.
10.1 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.
10.2 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.
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.
12.1 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
12.2. 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.12.3. 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.
12.4. 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.
12.5 Nothing in this Terms shall be construed to assign or confer any Intellectual Property Rights of Company to Customer or any third party.
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 will go offline
14.1 Governing Law: These Terms will be governed by and construed in accordance with the laws of the Netherlands.All disputes arising out of or in connection with these Terms shall be exclusively submitted to the competent court in Utrecht, the Netherlands (Rechtbank Midden-Nederland, locatie Utrecht).
15.1 Entire Agreement: These Terms constitute the entire agreement between You and the Company and supersede all prior agreements or understandings related to the Platform.
15.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full effect.
15.3 Force Majeure: The Company will not be liable for any delay or failure in performance due to circumstances beyond its reasonable control.
15.4 Non-Enforcement: If the Company does not enforce (parts of) these Terms, this cannot be construed as consent or as a waiver of the right to enforce them at a later moment against any Customer.
15.5 Assignment: Customer cannot transfer its rights and obligations under these Terms to third parties. The Company may assign and/or transfer all rights and obligations under these Terms to a third party, without consent from the Customer being required.
Evergon reserves the right to amend these Terms. Any material changes to the Terms will be announced via the Platform and (if possible) by sending a notification to the User or the Account, at least 15 days before the changes have effect. If User does not agree with the changes, User has the right to terminate its use of the Platform and Services. Continued use of the Platform and Services after the effective date applies as acceptance of the amended Terms.
Evergon Labs B.V. providing the Whitelabel Marketplace
Radonweg 2D
3542 AN Utrecht
The Netherlands
Chamber of Commerce: 93836996
T: +31 6 10 17 80 95E: support@evergonlabs.com
