Audits

Dedaub’s Terms of Service (the “Agreement”) are a legal agreement between You as the Client and Dedaub Ltd. (“Dedaub”, “We”, “Us” and “Our”), a private limited liability company registered under the Laws of Malta with company number C99606, collectively referred to as Parties. By using our services, You agree to be bound by these Terms of Service and all terms incorporated by reference.

There are important terms provided below including your indemnification responsibilities, our limitation of liability and warranty disclaimers, and your agreement to arbitrate disputes. Please take the time to read these terms of service carefully. You can always contact us at legal@dedaub.com if you have any questions.

1. Service Summary: An “Audit” is a careful inspection of your project’s code by expert human inspectors, aided by Dedaub’s proprietary analysis tools, off-the-shelf tools, and other techniques in accordance with state-of-the-art practices. The findings of this exercise will be detailed in an audit report. This report will rank issues as “Critical”, “High Severity”, “Medium Severity”, “Low Severity”, and “Advisory Suggestions”.

2. Project Preparation: Prior to an audit you shall provide Dedaub with succinct, but sufficient, documentation about the project to be audited. You shall make sure that the project compiles and is operational by the time an audit begins, and maintain timely communication throughout the audit period.

3. Access to Dedaub Security Suite: The project’s code will be uploaded to the Dedaub Security Suite to run initial vulnerability discovery, and Dedaub will grant 30-day free access to the platform up to 5 email addresses of the Client personnel involved in the audit negotiation and audit code review.

4. Transparency: Dedaub reserves the right to publish the Audit report on Dedaub’s website or other repository. Likewise, you reserve the right to publish it, in full, without making any modifications to it. However, should you want us to not publish the report, let us know within 24 hours of delivering it to you and we will accommodate your request.

5. Scope of an Audit: The scope of the auditing shall be specifically security considerations, not functional correctness. Therefore, the auditing will be aimed at detecting the potential for malicious use of the contracts, and on cryptoeconomic considerations (e.g., price manipulation or forced unprofitable exchanges), and not on ensuring functionality and correctness of business logic (e.g., numeric calculations specific to the business domain), unless specific properties of numerical correctness are specified up front as being required of Dedaub. Throughout the validity of this Agreement, the Parties shall be free to agree on the provision of additional services by Dedaub and on the relative terms and conditions.

6. Assumption of Risk: You warrant to fully understand: (a) that there are inherent risks associated with blockchain-based software systems, and that (b) additional risks to the Services and blockchain-based technologies may be present as a result of advances in code-cracking or technical advances, such as novel flaws identified in cryptography. You acknowledge that these risks could result in the loss or theft of crypto tokens or property.

7. Indemnification: You shall defend, indemnify, and hold harmless Dedaub (and each of our officers, directors, members, employees, agents and affiliates) from any claims, damages, proceedings, costs and expenses resulting from any breach of any representations, warranties, covenants or agreements of the Client in this Agreement or at law

8. Limitations:

   1. Audits and other services provided by Dedaub are not a warranty on the security and/or functionality of the systems audited and you assume any and all risks and losses.

   2. Dedaub will not be liable to you (whether under the law of contact, the law of tort or otherwise) in relation to the service provided:

      1. for any direct, indirect, special or consequential loss; or

      2. for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss of cryptocurrency/tokens/NFTs or data or any other loss, or any other damages in general.

      3. These limitations of liability apply even if you have been expressly advised of the potential loss.

   3. In any event, Dedaub’s total maximum aggregate liability under this Agreement, shall not exceed the audit fees.

9. Use of Marks: Each Party agrees that the other Party and/or its affiliates are the sole owners of their respective Marks. “Marks” means the trade names, trademarks, service marks, logos or other commercial symbols of a Party hereto or any of its affiliates. Notwithstanding the aforementioned, both Parties are granted a non-exclusive, revocable, non-transferable, and limited right to use and display the other Party’s Marks for the specific purpose of marketing and promotion directly associated with the services and obligations outlined within this Agreement. Any use of the other Party’s Marks must be in accordance with the specifications and guidelines provided by the owning Party and must not harm or diminish the value of the Marks.

10. Relationship of the Parties: Nothing contained in this Agreement shall be interpreted or construed to create a partnership, agency, single employer, joint employer or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party.

11. Non-solicitation: During the entire term of service, and for a period of two years after termination of any relationship between the Parties, the Parties agree to not, either directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the other Parties’ employees, partners, contractors or collaborators to work for or with the other party in any respect, or to in any manner render services to such other Party.

12. Prices: Prices and fees include all taxes levied by Malta but exclude taxes levied in your jurisdiction. For cryptocurrency payments (if any), the value of any cryptocurrency for the purposes of payment fulfillment will be the value in USD at NYSE closing time (4 PM EST/EDT) on the day prior to the due date (as provided at https://messari.io/) on the issued invoice.

13. Severability: If any of the provisions or portions thereof of this Agreement are found to be invalid under the applicable law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and any such provision or portion thereof shall be deemed omitted.

14. Survival: Rights and obligations under this Agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.

15. Governing Law and Arbitration: This Agreement is governed by and construed in accordance with the laws of Malta. Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be finally settled by arbitration in accordance with the provisions of Part IV (“Domestic Arbitration”) of the Arbitration Act (Chapter 387 of the Laws of Malta) and the Arbitration Rules made thereunder, as in force on the date of commencement of the relevant dispute.