Terms of Service
Business-only terms for using dnoise analytics services.
Dnoise is operated by a private entity registered in Ukraine. The operator does not disclose personal identifying information publicly in these Terms for operational security reasons consistent with applicable Ukrainian law.
The brand name is Dnoise. The service is accessible at https://dnoise.online. All authoritative contact addresses are listed in Section 30.
References to "the Company," "we," "us," or "our" in these Terms mean the operator of Dnoise as defined in Section 2.
The following defined terms apply throughout these Terms and all incorporated documents:
- "Company" means the private entity operating Dnoise, registered in Ukraine.
- "User" or "you" means any individual or legal entity that registers an account, accesses, or uses the Service.
- "Service" means the Dnoise analytics platform at https://dnoise.online, including all Reports, dashboards, APIs, exports, and related features, in their current or any future form.
- "Stripe Account" means any Stripe payment processor account connected by the User.
- "Restricted Key" means a Stripe restricted API key with read-only permissions created and managed by the User.
- "Billing Data" means charges, invoices, subscriptions, refunds, disputes, payouts, and related Stripe objects read via the Restricted Key.
- "Report" means any analytics output, metric, chart, visualization, or export generated by the Service.
- "Subscription" means a paid access plan or paid service period as published at https://dnoise.online/pricing, whether prepaid one-time or recurring if and when the Company expressly offers recurring billing.
- "Material Breach" means a violation sufficiently serious to justify immediate termination without refund, as enumerated in these Terms.
- "Effective Date" means the date the User accepts these Terms by registering or making a payment.
- "Confidential Information" means any non-public technical, business, or financial information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential.
- "Third-Party Services" means external platforms, APIs, or services used by the Company to provide the Service, including but not limited to Stripe, blockchain networks, and cloud infrastructure providers.
- "Output" means any data, metric, number, percentage, forecast, or recommendation produced by or derived from the Service.
By registering an account, accessing the Service, or making a payment, the User unconditionally accepts these Terms and all documents incorporated by reference. If the User does not agree to these Terms in their entirety, they must not use the Service.
These Terms incorporate by reference the following documents, all available at https://dnoise.online/legal:
- Privacy Policy
- Refund & Cancellation Policy
- Data Processing Agreement (DPA)
- Security Policy
- Acceptable Use Policy (AUP)
- Service Disclaimer
Together, these documents constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral. In the event of conflict between these Terms and any incorporated document, these Terms prevail unless the incorporated document explicitly states otherwise.
No employee, agent, or representative of the Company has authority to modify these Terms orally or through informal written communication such as email or chat. Any modification not made through the formal amendment process described in Section 29 is void and unenforceable.
The Service is exclusively for business use (B2B). By registering, the User represents, warrants, and covenants that they:
- are a professional, entrepreneur, sole trader, freelancer, or legal entity acting in a commercial capacity;
- are at least 18 years of age or the age of legal majority in their jurisdiction, whichever is higher;
- have the legal authority to bind the business entity on whose behalf they are registering;
- possess sufficient financial and technical expertise to evaluate and use analytics outputs responsibly;
- are accessing the Service exclusively for business purposes and not as a private consumer.
The User assumes full, exclusive, and unlimited legal and financial liability for any misrepresentation of their B2B status. The User agrees to fully indemnify, defend, and hold the Company harmless against any claims, regulatory investigations, fines, penalties, tax liabilities, or legal costs arising from the User falsely claiming B2B status. The Company's right to indemnification survives termination of these Terms.
The User warrants that they:
- have sufficient English proficiency to understand these Terms and all incorporated policies in full;
- have reviewed these Terms before accepting, on a device adequate for reading legal documents;
- have had the opportunity to seek independent legal advice before accepting;
- acknowledge that the English version of these Terms is the sole legally prevailing version, and any translation is for convenience only and creates no legal obligations.
The User is solely and exclusively responsible for: maintaining the confidentiality of their account credentials (email, password, API keys, and any authentication tokens); all activity that occurs under their account, whether or not authorized by the User; any harm resulting from unauthorized access to their account caused by the User's failure to maintain credential security.
The Company shall have no liability for any loss, damage, or unauthorized activity resulting from the User's failure to comply with this Section. The User expressly acknowledges that the Company cannot verify the identity of persons accessing the account using valid credentials.
The User must notify the Company immediately at admin@dnoise.online upon becoming aware of any unauthorized access to or use of their account. The Company will make commercially reasonable efforts to assist with account recovery but is not liable for any damage, loss, or liability arising from unauthorized access that occurred before notification was received.
Where the User's Subscription permits multiple team members or users, the User (as account owner) is fully liable for all actions taken by all persons granted access under their account, as if those actions were taken by the User directly. The account owner assumes responsibility for ensuring all users under their account comply with these Terms.
The Service is not available to persons or entities located in, resident of, incorporated in, or ordinarily conducting business in the following territories:
- European Union
- Russia
- Belarus
- Iran
- North Korea
- Cuba
- Syria
- Venezuela
- Myanmar (Burma)
- Sudan
- Zimbabwe
The Service is also unavailable to any person or entity: (a) subject to OFAC, UN, EU, or Ukrainian government sanctions; (b) owned or controlled by a sanctioned person; (c) acting on behalf of a sanctioned person; or (d) in any territory the Company restricts at its sole discretion.
By accessing the Service, the User represents and warrants that they are not located in, resident of, incorporated in, or subject to the laws of any restricted territory. This warranty is made continuously at every instance of access, not only at registration. If the User's eligibility status changes, they must cease using the Service immediately and notify the Company.
Accessing the Service from a restricted territory using a VPN, proxy, Tor, or any other circumvention technology constitutes a Material Breach, regardless of the User's knowledge or intent. The Company may implement technical detection measures and is not obligated to notify the User before terminating an account found to be in violation. No refund will be issued.
The Company may add territories to the restricted list at any time. If a User's territory is added during an active Subscription: the User will receive email notice within 48 hours; the User will have 7 days to export data; the Subscription will be terminated; no refund will be issued as such restriction constitutes a force majeure event under Section 25.
The Service connects to Stripe via a Restricted Key created and controlled by the User. The Company does not use Stripe Connect OAuth, does not hold Stripe credentials, and does not request or receive write permissions of any kind. A Restricted Key with read-only permissions is technically incapable of initiating charges, issuing refunds, modifying subscriptions, or moving funds — this is a Stripe-enforced architectural constraint, not a Company policy.
By connecting a Stripe Account, the User represents and warrants that:
- they are the legal owner or duly authorized administrator of the Stripe Account;
- they have the right and authority to grant the Company read access to the Stripe Account;
- connecting the Stripe Account does not violate any agreement with Stripe or any third party;
- the Stripe Account is used exclusively for lawful commercial activity;
- the Stripe Account does not process transactions involving illegal goods or services, sanctioned parties, money laundering, or any activity prohibited by Stripe's Terms of Service.
The User assumes sole and exclusive liability for all consequences arising from false representations in this Section. The Company bears no liability for the contents, legality, or nature of transactions processed through any connected Stripe Account.
Stripe is a Third-Party Service. The Company has no control over Stripe's availability, data accuracy, API behavior, or terms of service changes. The Company is not liable for any Service degradation, data gaps, or Report inaccuracies caused by Stripe API outages, rate limiting, data format changes, or modifications to Stripe's data access policies. See Section 23 for Third-Party Service liability limitations.
Subscription plans are published at https://dnoise.online/pricing. The User acknowledges that higher-tier plans require: (a) additional Stripe key permissions beyond the minimum set; and (b) in some cases, upload of external data (CRM, usage data). Purchasing a higher-tier plan without providing required permissions or data does not constitute grounds for a refund. The Company will show unavailable states for features lacking required data, consistent with its "fail closed" design principle.
The currently live public checkout for Source Core uses one-time cryptocurrency payment requests created for a specific workspace, amount, and service period. The User must create and pay a new payment request for each new paid period unless the Company later introduces another billing method in a separate checkout flow.
No automatic recurring crypto charges are currently initiated by the Company through the live public NOWPayments checkout. If the Company later introduces recurring billing, separate express consent may be requested for that future billing method.
The Company may change Subscription prices at any time by providing at least 30 days' prior written notice by email to the User's registered address. Price changes take effect at the next purchase, next renewal if recurring billing is later introduced, or other next paid period following the notice period. Continued use after a price change takes effect constitutes irrevocable acceptance of the new price. If the User disagrees with a price change, their sole remedy is to stop purchasing future paid periods before the new price takes effect.
Where the Company makes upgrades, downgrades, or plan changes available, the Company may apply them immediately, at the next paid period, or under a separately described purchase flow. The Company is not obligated to offer prorating, mid-period plan switching, or downgrade credits unless expressly stated in writing at checkout or in the applicable offer.
If a one-time cryptocurrency payment request is not paid in full and confirmed for that request, access is not activated for that paid period. The Company is not obligated to retry the charge, re-attempt collection, extend invoice validity, or reconcile later transfers. The User must create a new payment request and pay it in full if they still want access.
Service access is granted immediately upon full payment confirmation. By making a payment, the User explicitly requests and receives immediate commencement of service delivery. All sales are final. No refunds are available except as expressly provided in the Refund & Cancellation Policy incorporated herein. The User's sole remedy for dissatisfaction is not to purchase a future paid period.
All invoices, checkout requests, and payment requests issued by the Company must be paid in full in one transaction unless the Company expressly states otherwise in writing. The User has no right to split a single invoice into multiple transfers, partial settlements, staged payments, or follow-up top-up payments.
The Company applies a strict full-payment-only policy. A payment request is valid for service activation only if the full required amount is received and confirmed for that request. Any amount lower than the required amount is rejected for activation by policy, even if blockchain funds were technically received.
The Company is under no obligation to reconcile, aggregate, combine, track, or manually apply multiple transfers toward one invoice, payment request, or Subscription. Any attempt by the User to complete a payment later by sending the remaining balance in a separate transfer is invalid unless the Company explicitly agrees in writing before such transfer is made.
The Company currently accepts the cryptocurrencies and networks shown in the live checkout or otherwise shown in the specific payment request issued to the User. The available list is provided through the Company's payment infrastructure and may change at any time by currency, network, provider availability, compliance rules, or Company policy. The User is responsible for verifying the currently accepted payment methods shown for the specific payment request before making any transaction.
The User expressly acknowledges and accepts all of the following:
- Blockchain transactions are irreversible once confirmed. The Company cannot reverse, cancel, or retrieve any confirmed cryptocurrency transaction under any circumstances.
- The User bears sole and exclusive responsibility for verifying the wallet address, blockchain network, token type, and exact amount before initiating any transaction.
- Sending funds to an incorrect wallet address, on an incorrect network, or in an incorrect amount constitutes an irrecoverable error for which the Company bears no liability whatsoever.
- Network fees (gas fees, transaction fees) are entirely the User's responsibility and are not included in or creditable toward Subscription fees.
- Payment is considered received only upon on-chain confirmation of the full required amount. Partial payments, overpayments, and late confirmations are governed by Section 9.3.
- Cryptocurrency exchange rate fluctuations between the time of payment initiation and confirmation are entirely the User's risk.
- The Company is not a money services business, cryptocurrency exchange, or financial institution. No regulatory obligations applicable to such entities apply to cryptocurrency payments received by the Company.
Partial cryptocurrency payments are rejected by policy and do not activate any Subscription, workspace, feature, or service access. A User must create a new payment request and pay the full amount in one transaction. The Company does not accept, reconcile, combine, or apply later top-up transfers toward an earlier underpaid invoice or payment request.
The Company is not obligated to monitor, calculate, allocate, or manually reconcile multiple incoming transfers that the User intended to treat as one payment. Any operational, accounting, network-fee, or exchange-rate consequences of attempting to pay in fragments are solely the User's responsibility.
Overpayments, if any, may be credited toward a future billing cycle only at the Company's sole discretion. Cash refunds of overpayments are not guaranteed.
By making a cryptocurrency payment, the User warrants that: (a) the funds originate from legitimate sources; (b) the payment does not constitute money laundering, terrorist financing, or sanctions evasion; (c) the User is not acting as an intermediary for a prohibited person or entity. The Company reserves the right to refuse, freeze, or report any cryptocurrency payment it reasonably suspects involves illicit activity, without liability to the User.
The Company's refund policy is governed by the Refund & Cancellation Policy incorporated herein. The following is a summary; in the event of conflict, the Refund & Cancellation Policy prevails.
No refunds are available for: partial use of a subscription period; dissatisfaction with Report outputs or metric accuracy; failure to use the Service during a paid period; plan misselection or incorrect permission configuration by the User; inability to integrate due to User's technical environment; change of business circumstances.
Because the current live public crypto checkout is one-time and non-recurring, the User can simply choose not to purchase the next paid period. Ending use or declining to purchase another paid period does not entitle the User to a refund of the current period. Data is retained for 30 days following cancellation or expiry of the paid period, after which permanent deletion commences.
The User's sole remedy for any dissatisfaction with the Service is to stop purchasing future paid periods or future Subscriptions. This limitation of remedies is a material and essential term of these Terms without which the Company would not provide the Service.
The following actions each independently constitute a Material Breach and may result in immediate account termination without refund, legal action, and/or reporting to relevant authorities:
- Initiating a chargeback or payment dispute without first contacting admin@dnoise.online and allowing 2 business days for resolution;
- Using a stolen, unauthorized, fraudulently obtained, or third-party payment method;
- Providing false, inaccurate, or misleading business information at any point;
- Creating multiple accounts to circumvent Subscription limits, exploit the Demo mode, or re-access the Service after termination;
- Sharing account credentials or access with persons outside the scope of the User's Subscription;
- Accessing the Service after the paid period expires;
- Claiming non-delivery of cryptocurrency payment after on-chain confirmation;
- Attempting to reverse, contest, or cancel a confirmed cryptocurrency transaction through any channel;
- Using payment methods, wallets, or transaction routing in a manner designed to frustrate legitimate payment verification, compliance review, or collection of the required amount.
The Company reserves the right to implement technical fraud detection measures including device fingerprinting, behavioral analysis, IP tracking, and cross-account pattern detection. The existence of these measures does not create any obligation on the Company to detect all violations.
The User agrees to contact admin@dnoise.online and allow 2 business days for resolution before initiating any chargeback or payment dispute with a card network or payment processor. Initiating a chargeback without prior contact constitutes a Material Breach resulting in immediate termination without refund.
The Company will contest all chargebacks by submitting to the payment processor: timestamped consent records (IP address, user agent, document version accepted, checkbox states); proof of service access (interface_accessed_at timestamp); service delivery confirmation (initial report generation timestamp); geo-detection data; business identifier provided at registration; and any other evidence available. The consent log constitutes prima facie evidence of informed acceptance. The burden of proving consent was not validly given rests entirely with the User.
Chargebacks are not available for cryptocurrency payments. Cryptocurrency transactions are final upon on-chain confirmation. The User's exclusive remedy for disputes regarding cryptocurrency payments is contacting admin@dnoise.online.
A successful chargeback obtained by fraudulent misrepresentation constitutes unjust enrichment and the Company reserves the right to pursue civil recovery plus costs.
AS-IS: THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA OR OUTPUTS; NON-INFRINGEMENT; TITLE; QUIET ENJOYMENT; SYSTEM INTEGRATION; OR THAT THE SERVICE WILL MEET THE USER'S REQUIREMENTS OR EXPECTATIONS.
THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF DEFECTS; (B) ANY REPORT OR OUTPUT IS ACCURATE, COMPLETE, OR RELIABLE; (C) THE SERVICE WILL PRODUCE RESULTS CONSISTENT WITH THE USER'S ACCOUNTING OR FINANCIAL RECORDS; (D) ANY DEFECTS WILL BE CORRECTED; OR (E) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.
THE COMPANY MAKES NO REPRESENTATIONS REGARDING THE SUITABILITY OF THE SERVICE FOR TAX, ACCOUNTING, LEGAL, INVESTMENT, OR REGULATORY COMPLIANCE PURPOSES.
Reports are operational analytics outputs only. They are not financial statements, accounting records, tax documents, audit opinions, or legal advice. The User assumes sole and complete responsibility for all business, financial, legal, and operational decisions made based on any Output. The Company expressly disclaims all liability for such decisions.
The Company is not a financial advisor, investment advisor, tax advisor, or regulated financial services provider of any kind. The Service retrieves factual and derived data from the User's own payment processor (Stripe) and presents it as analytics outputs. All data originates exclusively from the User's own Stripe Account — the Company does not add, create, or validate any underlying financial information beyond what Stripe provides.
Any financial, business, operational, or investment decision made by the User based on any Output — including decisions regarding pricing, cash flow management, investment, lending, hiring, fundraising, or business strategy — is made entirely at the User's own risk and on the User's own judgment. The Company has no involvement in, knowledge of, or responsibility for such decisions and their consequences. The User expressly agrees that the Company cannot be held liable for any financial loss, missed opportunity, business harm, or other consequence arising from any decision the User makes or does not make based on any Output, regardless of whether the Output was accurate, complete, timely, or error-free.
The User is solely responsible for independently verifying any Output before relying on it for any material business decision, and for seeking qualified professional advice (financial, legal, tax, or otherwise) where appropriate. The Company's provision of analytics Outputs does not create any advisory relationship, fiduciary duty, or professional obligation of any kind between the Company and the User.
The Company does not guarantee any specific uptime, availability, or response time SLA. The Company will make commercially reasonable efforts to maintain availability but expressly disclaims liability for downtime, maintenance, or unavailability regardless of cause or duration.
The Company does not guarantee that Billing Data obtained from Stripe is accurate, complete, or current. Stripe API limitations, latency, rate limiting, and data format changes are outside the Company's control and may affect Report accuracy.
AS-IS: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER LOSSES ARISING FROM OR RELATED TO: (A) USE OR INABILITY TO USE THE SERVICE; (B) ANY OUTPUT OR REPORT; (C) BUSINESS DECISIONS MADE BASED ON ANY OUTPUT; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER'S DATA; (E) STRIPE API FAILURE, INACCURACY, OR UNAVAILABILITY; (F) BLOCKCHAIN NETWORK FAILURE OR TRANSACTION ERRORS; (G) ANY THIRD-PARTY SERVICE; OR (H) ANY OTHER MATTER RELATED TO THE SERVICE.
To the maximum extent permitted by mandatory applicable law, the Company's total aggregate liability for all claims of any kind arising under or related to these Terms, the Service, or any Output — regardless of the form of action, theory of liability, or whether the Company has been advised of the possibility of such damages — shall not exceed the minimum amount that the applicable court is compelled by mandatory law to award. Where no mandatory minimum applies, the Company's liability is zero.
The User expressly acknowledges that the Service is an analytics information tool only, that all Outputs are derived entirely from data the User's own payment processor provides, and that the Company adds no financial value, guarantee, or assurance to that data. The User assumes all risk of reliance on any Output. No Output constitutes a promise, guarantee, representation, or warranty of any kind regarding the User's financial position, business performance, or future results.
The User further acknowledges that: (a) the subscription fees paid reflect the limited, informational nature of the Service and the allocation of risk set out in these Terms; (b) the Company could not provide the Service at current pricing without this limitation; (c) this limitation is a material, bargained-for element of these Terms without which no agreement would exist; and (d) the User had the opportunity to seek independent legal advice before accepting.
To the extent any jurisdiction's mandatory law requires a minimum recoverable amount, any such recovery shall be the User's sole and exclusive remedy, in lieu of all other remedies at law or in equity.
The User agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, actions, proceedings, demands, damages, liabilities, losses, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to:
- the User's use of or access to the Service;
- the User's violation of any provision of these Terms or any incorporated document;
- the User's violation of any applicable law, regulation, or third-party right;
- the User's Billing Data, Stripe Account activity, or connected account content;
- any false representation made by the User, including false B2B status;
- any claim by a third party arising from the User's use of the Service or business decisions based on Outputs;
- the User's failure to secure account credentials resulting in unauthorized access;
- cryptocurrency payments made in violation of AML, sanctions, or other applicable law;
- the User's business operations, products, or services.
The Company reserves the right to assume exclusive control and direction of any matter subject to indemnification by the User, at the User's expense. The User agrees not to settle any such matter without the Company's prior written consent.
This indemnification obligation survives termination of these Terms.
The Company processes Billing Data solely to provide the Service as described in the Privacy Policy at https://dnoise.online/privacy. The Company does not sell, rent, license, or transfer Billing Data to third parties for any purpose unrelated to providing the Service. The Company's access is strictly limited to what is authorized by the Restricted Key created by the User.
The User retains ownership of their Billing Data at all times. By using the Service, the User grants the Company a limited, non-exclusive, non-transferable license to process Billing Data for the purpose of generating Reports and maintaining the Service, for the duration of the active Subscription.
The Company may use aggregated and anonymized statistical data derived from usage patterns to improve the Service. Such aggregated data contains no personally identifiable information and cannot be used to identify any individual User or their customers.
Detailed data processing, retention schedules, User rights, and deletion procedures are governed by the Privacy Policy and Data Processing Agreement incorporated herein.
Detailed prohibited uses are set out in the Acceptable Use Policy (AUP) incorporated herein. The following is a non-exhaustive summary of absolute prohibitions:
- Using the Service to process, analyze, or report on Stripe Accounts associated with illegal activity;
- Attempting to access, modify, or interfere with other users' accounts or data;
- Introducing malware, viruses, or malicious code into the Service;
- Using automated bots, scrapers, or crawlers to extract data beyond normal usage;
- Attempting to reverse engineer, decompile, or extract proprietary algorithms;
- Using the Service to build a competing product;
- Circumventing or attempting to circumvent any security, access control, or geographic restriction;
- Misrepresenting the source or accuracy of Outputs to third parties;
- Using Outputs as the sole basis for regulated financial, legal, or investment decisions without independent professional verification;
- Sublicensing, reselling, or commercializing access to the Service without prior written consent.
Violation of any prohibition in this Section or the AUP constitutes a Material Breach. The Company's determination of whether a Material Breach has occurred is final and binding, subject only to manifest error.
API access, where provided, is subject to rate limits, fair use policies, and documentation published at https://dnoise.online/api, as amended from time to time. The Company may change rate limits, access conditions, and API specifications at any time. The Company is not liable for any impact of API changes on the User's integrations or dependent systems.
API access is tied to the User's Subscription and may not be shared, sublicensed, or transferred to third parties outside the User's organization. Exceeding rate limits, circumventing access controls, or using the API to build competing services constitutes a Material Breach.
All intellectual property in the Service — including but not limited to the platform software, analytical methodologies, metric definitions, formula contracts, report structures, UI/UX design, trademarks, and documentation — is the exclusive property of the Company. Nothing in these Terms transfers any intellectual property rights to the User.
The User receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely within the scope of their active Subscription, for their own internal business purposes, and in accordance with these Terms. This license terminates immediately upon Subscription expiry or account termination.
The User must not: copy, reproduce, modify, adapt, or create derivative works of the Service; remove or obscure proprietary notices; use the Company's trademarks without prior written consent; or represent that any Output is produced by a party other than Dnoise.
The User retains all intellectual property rights in their own Billing Data. The User grants the Company a limited license to process such data solely as necessary to provide the Service, as described in Section 16.
Each party agrees to keep the other's Confidential Information confidential using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by applicable law or court order.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates with efforts to seek a protective order.
The User acknowledges that all Outputs, exports, and data copies made from the Service become the User's sole responsibility upon download or export. The Company's confidentiality and data protection obligations apply only to data held within the Company's systems.
The Company reserves the right to modify, add, suspend, or discontinue any feature, Report, metric, formula, methodology, API endpoint, or any part of the Service at any time and for any reason. Changes that materially reduce the core functionality of an active Subscription will be communicated at least 14 days in advance. All other changes may be made immediately without prior notice.
The User's sole remedy for a modification that materially reduces core functionality is to cancel the Subscription before the change takes effect. Continued use after any modification constitutes acceptance of the modified Service.
The Company may perform maintenance at any time. Scheduled maintenance will be announced where operationally practical. Emergency maintenance may be performed without notice. The Company is not liable for any loss or damage arising from maintenance-related downtime.
The Company may suspend account access immediately and without notice for: payment failure; suspected Material Breach under investigation; unusual account activity suggesting unauthorized access or abuse; security incidents affecting the account; or any reason the Company reasonably believes poses a risk to the Service or other users. Suspension preserves account data. Suspension is not termination and does not entitle the User to a refund of the suspended period.
The Company may terminate any account immediately and without notice upon: confirmed Material Breach; fraudulent activity; violation of geographic restrictions; AML or sanctions concerns; suspension not resolved within 14 days; or any activity the Company determines poses a legal, reputational, or security risk. Termination for cause carries no entitlement to refund.
The User may cancel their Subscription or choose not to continue into a new paid period at any time through account settings where available or by not purchasing a new period. Cancellation takes effect at the end of the current billing period. No refund is issued for the remaining prepaid period.
Upon termination: (a) all licenses granted to the User terminate immediately; (b) the User must cease all use of the Service; (c) the User has 7 days to export data before deletion commences; (d) all provisions of these Terms that by their nature should survive termination shall survive, including Sections 4.2, 13, 14, 15, and 17.
The Service relies on Third-Party Services including Stripe, blockchain networks, and cloud infrastructure providers. The User acknowledges that:
- Third-Party Services are outside the Company's control and the Company is not responsible for their availability, accuracy, reliability, or terms;
- Changes to Third-Party Service APIs, terms, or policies may affect the Service without warning, and the Company is not liable for resulting disruptions;
- The Company is not an agent, representative, or affiliate of any Third-Party Service;
- The User's use of Third-Party Services connected to Dnoise (including Stripe) is governed by the respective third party's terms of service, which the User agrees to independently;
- Data discrepancies arising from Third-Party Service failures, API limitations, or data format changes are not grounds for a refund or compensation claim against the Company.
Any links to or integration with Third-Party Services are provided for convenience only. The Company makes no representations about and accepts no liability for Third-Party Service content, policies, or practices.
All Subscription fees are stated exclusive of taxes. The User is solely responsible for determining, reporting, and remitting all taxes, duties, VAT, GST, sales tax, withholding taxes, and similar charges applicable in their jurisdiction to their use of the Service or payments to the Company.
If the User's jurisdiction requires tax withholding on payments to the Company and the User fails to gross up the payment accordingly, the withheld amount constitutes a debt owed by the User to the Company enforceable as a civil claim. The Company may invoice the User for any such shortfall plus applicable interest.
The Company does not provide tax advice. Users should consult qualified tax professionals regarding the tax treatment of SaaS subscriptions and cryptocurrency payments in their jurisdiction. The Company's issuance of any payment receipt or confirmation does not constitute a tax invoice compliant with any jurisdiction's requirements unless explicitly stated.
The Company shall not be liable for any failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including but not limited to: acts of war, armed conflict, or military operations (including the ongoing armed aggression against Ukraine); cyberattacks, DDoS attacks, or malicious interference; power outages, infrastructure failures, or internet disruptions; Stripe API outages, rate limiting, or policy changes; blockchain network congestion, forks, or failures; natural disasters, pandemics, or epidemics; government actions, sanctions, regulations, or orders; labor disputes; or any other cause beyond the Company's reasonable control.
During a Force Majeure event, the affected obligations are suspended for the event's duration. If the event persists for more than 30 consecutive days, either party may terminate the Subscription by written notice, and the Company will issue a pro-rata service credit (not a cash refund) for any prepaid but undelivered period. Service credits expire 12 months after issuance.
The User may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without the Company's prior written consent. Any purported assignment without consent is void ab initio.
The Company may freely assign these Terms, in whole or in part, including in connection with a merger, acquisition, asset sale, corporate restructuring, or change of control, with 30 days' prior written notice to the User. The User's sole remedy if they do not consent to an assignment is to cancel their Subscription within the notice period.
These Terms and all matters arising from or related to them are governed by and construed exclusively in accordance with the laws of Ukraine, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating any formal legal proceeding, the parties agree to attempt resolution through good faith negotiation for a minimum of 30 days following written notice of the dispute. Notice must be sent to admin@dnoise.online with a clear description of the dispute and the relief sought. This pre-litigation requirement is a condition precedent to any formal proceeding.
If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the courts of Ukraine. The User irrevocably submits to this jurisdiction and waives any objection based on inconvenient forum or lack of personal jurisdiction.
Any claim must be brought within one (1) year of the date the cause of action accrued, to the fullest extent permitted by mandatory applicable law. Claims not brought within this period are permanently barred.
The User agrees to bring claims against the Company only in their individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The User waives the right to participate in class action litigation or class-wide arbitration.
If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent. If modification is not possible, the provision shall be severed, and the remaining Terms shall continue to apply.
No failure or delay by the Company in exercising any right under these Terms constitutes a waiver of that right. No single or partial exercise of any right precludes further exercise of that right or any other right. All waivers must be in writing and signed by an authorized representative of the Company to be effective. A waiver on one occasion shall not be construed as a waiver on any future occasion.
The Company reserves the right to update these Terms at any time. The version number and effective date at the top of this document indicate the current version.
Material changes — changes that alter User rights, introduce new obligations, or materially affect the User's use of the Service — will be communicated by email to the User's registered address and posted at https://dnoise.online/terms at least 14 days before taking effect. Continued use of the Service after the effective date constitutes acceptance.
Non-material changes — including typographical corrections, clarifications that do not alter obligations, URL updates, or contact detail changes — may take effect immediately without notice.
If the User objects to any change, their sole remedy is to cancel the Subscription before the change takes effect. The Company is not obligated to maintain previous versions of these Terms except as required by law. Users may request a copy of any previous version by emailing admin@dnoise.online.
Email notice is deemed delivered 24 hours after sending to the User's registered email address, regardless of whether the email is opened or read.
Use the appropriate contact for each type of inquiry. Routing inquiries to the correct address ensures the fastest response.
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