LINE

1. Purpose

The purpose of this service terms and conditions (this “Agreement”) is to set forth the rights, obligations and responsibilities of the parties in connection with the use of the electronic wallet services called DOSI Wallet (the “Services” or “DOSI Wallet”) of LINE NEXT Inc. (the “Company” or “we”), which is a U.S.-based company.  We provide the Services within the https://wallet.dosi.world (the “Site”) domain.

2. Importance Notice

(i) If you (a) do not consent to this Agreement, (b) are not at least fully 19 years of age, or (c) are prohibited from accessing or using the Service or any of its content, products or services by applicable laws, you may not access the Site or make use of any of the Services. 

Given that this document contains important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you, please read carefully, understand and thereafter agree to this Agreement.

 

(ii) By making use of the Services, you affirm that you are of lawful age to execute this Agreement, consent to this Agreement, and are bound by this Agreement.  If you make use of the Services on behalf of a legal entity, you affirm that you have the legal right to cause such legal entity to be bound by this Agreement.  If you do not have such right or do not consent to this Agreement, or if such legal entity has not complied with all requests made by the Company for User KYC Information regarding such legal entity and/or Persons associated or affiliated with such legal entity, the applicable legal entity may not access or use the Services provided by the Company.

(iii) Any and all changes to this Agreement shall apply from the “Last Update Date” as specified in this page.  Users are required to review this Agreement prior to using the Services.

If you continue to make use of the Services after the “Last Update Date,” you shall be deemed to have accepted and consented to the applicable changes to this Agreement.

(iv) If you wish to terminate your Account or your use of a specific Hosted Wallet, you may submit an application for termination of your Account and/or termination of your use of the applicable Hosted Wallet within the Site.

3. Disclaimer

This Agreement is an important legally binding agreement between you and the Company.  This Agreement, the Privacy Policy, your Settings and such other terms as may be included in any of them by reference govern your use of the Site and the Services.

By clicking “I agree” or “Accept”, or by using the Services, you are agreeing to be legally bound by this Agreement and are consenting to the collection, use, disclosure and other handling of information described in the Privacy Policy; so please read this Agreement carefully prior to accepting it or using the Services.  We strongly recommend that you frequently review this Agreement and any amendments hereto to ensure that you understand it and how it applies to your use of the Services.  If you do not agree to the terms of this Agreement, then you may not access or use the Services.  In the event of any conflict between the Privacy Policy and the terms set forth herein, the Privacy Policy shall prevail.

The Services are provided to you on a strictly “as is,” “where is,” and “where available” basis.  The Company does not provide any representation or warranty as to the accuracy, completeness, currentness, non-infringement, merchantability, or fitness for a particular purpose of the Services, the Site or the information contained therein.

The Company does not represent or warrant that access to the Services will be continuous, uninterrupted, timely or secure.  You acknowledge and accept that the Services (i) may contain bugs, errors or defects, (ii) may function improperly or be subject to periods of downtime and unavailability, (iii) may result in total or partial loss or corruption of data, and (iv) may be modified at any time, including through the release of subsequent versions, all with or without notice to you.

You acknowledge that information and NFTs you store or transfer using our Services may become irretrievably lost or corrupted, or temporarily unavailable due to a variety of causes including, but not limited to, internet outages, traffic congestion, software failures, protocol changes by third party providers, scheduled or unscheduled downtime or maintenance, computer or human error, or other causes either within or outside our control.  You are solely responsible for backing up and maintaining all copies and records of information you store or transmit through our Services.

Any Service-related information contained in the Site may be subject to change without prior notice.  Users are responsible to check any up-to-date information relating to the Services and to make final decisions as to the Services provided by the Company and the information obtained by making use of such Services and to solely assume any and all liabilities resulting therefrom, and the Company will not be held liable for any losses caused thereby. However, the Company shall notify users in advance in case of material changes, updates or discontinuations by a method determined by the Company.

Some jurisdictions do not permit the disclaimer of implied terms in contracts; therefore, some or all of the disclaimers of implied warranties in this Article may not apply to you.

4. Defined Terms

Capitalized terms used in this Agreement without further definition have the meanings set forth below:

“Account” means a unique account created and hosted by the Service and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; (iii) Transactions; and (iv) to the extent that one or more NFTs are deposited to your Hosted Wallet, the existence and preservation of such NFTs.

“Affiliate” means, in relation to a Person, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with such Person.

“AML Program” means the anti-money laundering and know your customer programs, policies and procedures in place at the Company with respect to the Services, as they may be in effect and/or amended from time to time.

“Applicable Law” means, with respect to any Person, any treaty, law, statute, rule or regulation (or any application or official interpretation of any thereof) of or in any jurisdiction to the extent applicable to such Person.

“Approved Regions” means those places that are not listed in the FAQ section of the Site as a non-approved region or jurisdiction, and where the Services are made available, as such FAQ section may be in effect or modified from time to time.

“Assets” means, collectively and in respect of a User, all NFTs in such User’s Hosted Wallet and all Fiat, Stablecoin and other cryptocurrency in the User PSP of such User.

“DOSI Store” means the individual services provided within the DOSI platform that enable sellers (or other holders of relevant rights) to introduce NFT products to the Users and assist the Users to make purchases via the sales services.

“DOSI Wallet” means a service that provides functions that enable the Users to deposit, store, check and administer their NFTs purchased via the DOSI Store or otherwise received in connection with the use of the Services.

“External PSP” means, in respect of a User, an account of such User at a third-party payment service provider that is not a PSP currently linked with the Service.

“External Wallet” means an NFT Wallet that is owned by you or a third party and from or to which DOSI Wallet is not capable of initiating any Transaction.

“Fees” means the fees (if any) applicable to the Services, or any element thereof, indicated in the Services or in your Account, as they may be from time to time in effect or revised.

“Fiat” means real currency, such as United States Dollars.

“Hosted Wallet” means, with respect to a User, the DOSI Wallet-hosted custodial service allowing such User to deposit via such User’s Account, store, and (to the extent supported by the Services) transfer or withdraw NFTs.

“NFT” means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute.  An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way.  An NFT is not a medium of exchange and is not convertible virtual currency.

“NFT Transaction” means a Transaction involving NFTs being deposited into or (to the extent supported by the Services) transferred out of a Hosted Wallet.

“NFT Wallet” means digital “wallets” or similar custodial services or storage mechanisms that, depending on the functions supported by the providers of such services or such storage mechanisms, may be used to store NFTs and initiate certain transactions involving NFTs.  This is a general term that includes the Hosted Wallet with respect to an Account, as well as External Wallets that may provide similar functionality outside of the Services.

“Other User” means a Person who is not you or your Affiliate, and who is party to an agreement with the Company substantively identical to this Agreement and is a User of the Services.

“Ownership” means, with respect to an NFT, certain rights associated with the acquisition or receipt of such NFT, including, but not limited to, the Right to Possess, the Right to Use and the Right to Dispose of such NFT.

“Payment Service Provider (PSP)” means a third party that provides Users with Fiat payment capabilities and Stablecoin wallets and cryptocurrency wallets subject to a User PSP Agreement.  The PSP or PSPs that are available for use with the Services can be changed from time to time according to the Company's business decision, and various PSPs could be linked to the Service upon the Company's business decision.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, government, or any agency or political subdivision thereof.

“Privacy Policy” means the DOSI Privacy Policy, posted at the Site, as it may be in effect or amended from time to time.

“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following:

  (i) Any act that is illegal in the United States or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;

  (ii) Operation of a business that is similar to or competitive with the Services;

  (iii) Operation of a cryptocurrency exchange;

  (iv) Operation of a cryptocurrency wallet service to hold cryptocurrencies of third parties;

  (v) Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;

  (vi) Betting or gambling, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;

  (vii) Providing bill payment services; credit counseling or credit repair agency services; or credit protection or identity theft protection services;

  (viii) Engaging in direct marketing or subscription offer activities, or engaging in inbound or outbound telemarketing business activities (including lead generation business activities);

  (ix) Operation of internet, mail or telephone order pharmacies or pharmacy referral services;

  (x) Creation, promotion or sale of items that:  encourage, promote, facilitate or instruct others to engage in illegal activity; are or may be counterfeit; infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; promote hate, violence, racial intolerance or the financial exploitation of a crime; or promote, support or glorify acts of violence or harm towards self or others;  

  (xi) Using the Services in any manner related to live animals;

  (xii) Using the Services in any manner related to payment aggregators;

  (xiii) Purchasing, selling or promoting the use of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;

  (xiv) Engaging in sales of money orders or foreign currency;

  (xv) Using the Services for any illegal purpose, or in violation of (or that assists you or others in the violation of) any Applicable Law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;

  (xvi) Using the Services in a manner that the Company determines in its sole discretion to be an abuse of the Services;

  (xvii) Using the Services in a manner so as to avoid payment of Fees (as applicable);

  (xviii) Using the Services in any manner that could damage, disable, overburden, or impair the Company or any of the Services including, without limitation, using the Services in an automated manner (such as by using a Bot or other automated interface to deliver Transaction instructions);

  (xix) Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or multi-level marketing programs;

  (xx) Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about Users, registered recipients, or third parties without their consent;

  (xxi) Using the Services to intentionally interfere with another User’s use of the Services by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;

  (xxii) Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;

  (xxiii) Using the Services to send or receive what the Company determines in its sole discretion to be funds that may have resulted from or be attributed to fraud or other illegal behavior;

  (xxiv) Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;

  (xxv) Using the Services in any manner related to weapons, including replicas and collectible items;

  (xxvi) Using the Services in any other manner that is prohibited under the terms of this Agreement, including but not limited to Sections 6 (Unacceptable Use or Behavior) and 7 (Prohibited Activities); or

  (xxvii) Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities.

“Regulator” means any federal, provincial, state or local or foreign government or any court, arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.

“Right to Dispose” means the right held by a User who has purchased or received the Ownership of an NFT within the DOSI Services to sell and/or otherwise transfer the Ownership of such NFT to Other User(s).

“Right to Use” means the right held by a User who has purchased or received Ownership of an NFT within the DOSI Services to make use of such NFT for personal, non-commercial purposes.

“Settings” means selections you make through your Account or in a means otherwise provided by the Company from time to time.

“Stablecoin” means a type of cryptocurrency that attempts to maintain price stability relative to a reserve (or other reference) asset such as Fiat.

“Third Party Content” means links, graphics, images, social media content posted to third party sites, or content or other information supplied by third parties, that can be viewed or accessed from the Account or Site.

“Third Party Servicer” means a third party: (i) whose services are compatible with the Services, as indicated by the Company in an Account; (ii) that a User has retained under a Third Party Servicer Agreement; (iii) with whom such User wishes to share User Data; and (iv) through which such User wishes to deliver instructions to the Company with respect to such User’s Account.  Each PSP is a Third Party Servicer.

“Third Party Servicer Agreement” means an agreement between a User and a Third Party Servicer pursuant to which the Third Party Servicer delivers its services.  For example, a User PSP Agreement is a Third Party Servicer Agreement.

“Transaction” means any of an NFT Transaction, a transaction involving Fiat, Stablecoin or other cryptocurrency that is supported by the Services through a link to a User PSP, or other transaction within or initiated by the Services.

“User” means, as the context requires, either you (as a user of the Services) or any user of the Services.

“User Data” means, in respect of a User and an Account, the information collected, stored, accessed or used by the Company in the course of supplying the Services in respect of that User and Account.

“User Device” means an electronic device used by a User to access the Services, such as a computer, tablet, mobile phone or other device.

“User KYC Information” means information requested by the Company or provided by a User in relation to the initial establishment of an Account and/or the subsequent operation of the Account and includes or may include, but is not limited to, such User’s name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g. credit card) and User NFT Wallet information.

“User PSP Agreement” means an agreement between a User and a PSP governing the User PSP of a User.  

“User PSP” means an account of a User at a PSP.

5. Users and Accounts

A User is prohibited from accessing or using the Services unless the User: (i) has accepted this Agreement; (ii) is located and domiciled in an Approved Region; (iii) is at least fully 19 years of age; (iv) is not a Prohibited User; and (v) is not otherwise prohibited from using the Services.  By opening an Account, you represent and warrant, on a continuing basis during all times that you maintain such Account, that you meet all of the foregoing conditions, that you have the legal capacity to accept this Agreement and to agree to be bound by this Agreement in its entirety, and that all information provided by you to the Company (in connection with the establishment or ongoing use of your Account and the Services) is accurate, true and complete in all respects.  In the event that, due to a change in circumstances or otherwise, any of these representations and warranties is no longer true, you must immediately notify the Company in writing by inquiry form at the Site (https://contact.dosi.world).

It is prohibited for a Person to have more than one Account.  The Company reserves the right, in its sole discretion, to determine whether a User has or controls more than one Account and reserves the right to suspend any Account that is in addition to the one Account permitted per Person.  Should the Company determine, in its sole discretion, that a User, directly or indirectly, holds or controls more than one Account, all of such Accounts, including the User’s original Account, may be frozen pending investigation and the Accounts may also be terminated once the Company has completed its investigation.  When an Account is frozen, the User may be prohibited from performing any Transactions via such Account.  

Following acceptance of this Agreement by a User, the Company shall grant the User a unique digital Account to access the Services and act as a record of Transactions.  The User will create and use a password to access the Account.  The User shall not disclose such password or permit any third party to use it.  A User has full responsibility for use of his/her Account and password.  A User will be given the ability to adjust Settings in the Account, which selected Settings are incorporated into this Agreement.  The User is exclusively responsible for those selections, even if they contain errors on the part of the User or cause losses to the User.  A User is exclusively responsible for all Transactions in the User’s Account.  Except as required to deliver the Services or as required by law, the Company will not grant any third-party access to a User’s Account.

For initial signup for an Account, a User needs to provide an email address and password.  

Later, in the course of adding features to the Account or at the Company’s discretion, a User must, when and as requested, supply the Company with additional User KYC Information.  A User represents that all User KYC Information provided is true, accurate and complete and shall immediately update such information in such User’s Account or by notice to the Company if any of it changes or is no longer true, accurate and complete.  The Company reserves the right to terminate this Agreement or suspend performance hereunder with respect to a User immediately on determining that any portion of the User KYC Information is false, inaccurate, misleading or out of date, or if the User fails to respond in a timely manner to any request made by the Company for additional User KYC Information.

A User shall immediately notify the Company if the User suspects any unauthorized use or access of the User’s Account or otherwise suspects any security breaches or attempted security breaches in the Services, Account, a User Device, the User’s Hosted Wallet or those of any Other User.

A User assumes exclusive responsibility for all Transactions and other activities that occur in the User’s Account or through the Services and accepts all risks of any unauthorized access to the User’s Account, to the maximum extent permitted by Applicable Law.  

A User may not transfer ownership of an Account.  Any actual or attempted sale or transfer of Account ownership is deemed void ab initio and constitutes a material breach of this Agreement.

The Company may, but is not obligated to, offer or require enhanced security features for an Account, such as two-factor authentication.  For any enhanced security features, a User shall ensure the security of any User Device or account (e.g. phone) that may be associated with the enhanced security features.  Any mention of, or linking to, third parties that provide such security features (“2FA Provider”) by the Company is offered as a convenience and shall not be considered an endorsement or requirement of the Company to use such 2FA Provider.

The use of a virtual private network (“VPN”) to access an Account or the Services is highly discouraged.  Use of a VPN may make it more difficult for a User to access the User’s Account or the Services.  Use of a VPN by a User entitles the Company, without limitation, to freeze or terminate the Account accessed via VPN.

6. Prohibited Users

The following Persons are prohibited from using the Services (each, a “Prohibited User”): (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons List or other similar lists; (ii) Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by the United States; (iii) Persons who are less than fully 19 years of age; (iv) Persons who are not residents of and located in an Approved Region; (v) Persons, or their Affiliates, who have been subject to an Account termination by the Company for any reason; (vi) Persons that are not individual natural persons, unless such Persons pass additional KYC requirements determined by the Company; (vii) Persons who, directly or indirectly, use, employ, operate or create a computer program to simulate the human behavior of a User (“Bots”); and (viii) a person who is resident, domiciled or located in Japan and (a) registers with a LINE account and the LINE region code is Japan or (b) verifies with a Japanese mobile number.  If you are an entity and not an individual natural person, please contact the Company by inquiry form at the Site (https://contact.dosi.world).  The Company reserves the right to add or remove Approved Regions in its sole discretion.

You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any Applicable Law.  You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use the Services while located in any such jurisdiction.  

The Services are not available in all jurisdictions.  The Company prohibits the use of the Services in certain jurisdictions, which jurisdictions may vary at the Company’s sole discretion.  The Company may implement controls to restrict access to the Services from any jurisdiction in which use of the Services is prohibited or restricted.  You shall comply with such restrictions, even if the methods imposed by the Company to prevent the use of the Services are not effective or can be bypassed.

7. Unacceptable Use or Behavior

You alone are responsible for your actions, conduct, and behavior while using the Services.  You shall not:

  • Use or attempt to use any Other User’s account;

  • Use NFTs as a medium of exchange;

  • Use NFTs as a means of making payments having Fiat (or equivalent) value;

  • Use the Account, either directly or indirectly, for the benefit of any third party;

  • Borrow an Account or lend an Account;

  • Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third Party Servicers;

  • Interfere with, intercept, or expropriate the Service’s systems, data, or information;

  • Transmit or upload to the Services any malware, virus, trojan horses, worms, or other harmful programs;

  • Circumvent, or attempt to circumvent, any content filtering techniques used by the Company; 

  • Access, or attempt to access, any feature of the Services that you are not authorized to access;

  • Use the Services to support an external transaction, trade or other activity;

  • Harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable;

  • Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to advertise a third party product or service or deceive Other Users or other third parties;

  • Post content or collect content containing private information of any Other User or third party, including but not limited to phone numbers, email addresses, and mailing addresses;

  • Violate any intellectual property rights of any Person; or

  • Induce, encourage or assist any third party to engage in any activities or behaviors prohibited in this Article.

  

The Company reserves the right, but is not obligated, to reverse any Transaction that has occurred in breach of this Agreement (if, and to the extent, such Transaction is reversible), even if such reversal has an adverse effect on a subsequent holder thereof acting in good faith.  A User expressly agrees that, in addition to other remedial actions set forth herein or permitted by Applicable Law, the Company may restrict all or part of the functions of the Hosted Wallet in the event of breach of this Agreement or any Applicable Law or cause the User to repay the Company or a third party the consideration received for any Asset that was obtained in breach of this Agreement or any Applicable Law.

8. Prohibited Activities

A User shall use the Services for only good faith Transactions for its own purposes and not on behalf of third parties.  A User shall not use the Services to, directly or indirectly, assist in any activity that is illegal in the U.S. or the jurisdiction of the User or use the Services in relation to any other any Prohibited Activity.  The Company reserves the right to add or remove any Prohibited Activities at its sole discretion.  

If the Company determines in its sole discretion that an NFT in a User’s Hosted Wallet (or previously in a User’s Hosted Wallet) was purchased with a stolen payment card or other stolen funds, obtained by fraudulent means or otherwise acquired in violation of this Agreement or any Applicable Law, the Company reserves the right (but shall not be under any obligation to) take any remedial actions that it determines, in its sole discretion, to be appropriate.  Such actions may include, but shall not be limited to:  (i) immediate termination, suspension and/or deactivation of a User’s Account and such User’s access to the Services, (ii) the commencement of legal or other proceedings to compel the transfer or return of any such NFTs and/or to seek an award of damages, and/or (iii) actions by the Company to burn the NFT in question, attach or detach linked content with respect to the NFT or transfer the NFTs in question from the Hosted Wallet (or, to the extent accessible by the Company from time to time, including through cooperation with a third-party wallet provider, from an External Wallet or other wallet) to the Company or, if determined to be appropriate in the sole discretion of the Company and if technically feasible from time to time, to an Other User that was previously in rightful possession thereof, even if the User who loses possession of the NFT was a good faith holder in due course of the NFT and even if the NFT is no longer in such User’s Hosted Wallet.  Each User expressly acknowledges the foregoing rights of the Company and, to the extent required under Applicable Law with respect to any such actions, expressly grants to the Company the right to take any or all such actions in its sole discretion and without the need for prior notice to, or the consent of, such User.  The Company shall be entitled to reimbursement for any fees incurred by it in connection with the forgoing actions.

You shall not accept into your Hosted Wallet any NFT from an Other User who you have any grounds to believe is not rightfully in possession thereof.  In the event of a dispute over which User has the right to be in possession of an NFT, the Company reserves the right to block transfers thereof pending joint written instructions of all parties to the dispute or the order of a court of competent jurisdiction; and any fees related to the Company’s involvement in such dispute shall be paid by a User and the relevant Other User(s) and may, at the discretion of the Company, restrict all or part of the functions of the Hosted Wallets.

The Company may also freeze an Account pursuant to a court order, order by a Regulator, order of a key supplier to the Company, as required under Applicable Law or where the Company determines, in its sole discretion, that the Account poses legal, security, financial or reputational risk to the Company, an Other User or another third party.  Accounts may also be frozen throughout the course of internal or external investigations.  

So long as the Company has not acted in bad faith the Company shall have no liability to a User for the freezing or termination of an Account.  You expressly acknowledge and agree that your Account is not an investment account and that NFTs have no intrinsic value.

9. Hosted Wallet

The Hosted Wallet is an NFT hosted wallet Service provided to a User.

(i) Hosted Wallet Deposit

The Hosted Wallet Service permits a User to generate one or more addresses through the Account to which the User may deposit and store NFTs acquired using the Services.  NFTs in a Hosted Wallet can only be used in connection with the Services and not for any transactions outside of the Services.  

Fees may apply to deposits (or, to the extent supported in the future, withdrawals) of NFTs and as otherwise set forth herein or in an Account.  The Company reserves the right to impose delays, limitations, additional security features and other controls on Hosted Wallets at its sole and absolute discretion.

(ii) Hosted Wallet NFT Contents 

As and when NFTs are deposited into a Hosted Wallet, the Service shall indicate the presence of each NFT in the Hosted Wallet.  The Company holds Hosted Wallet NFTs.

(iii) External Wallets

The Services do not currently permit NFTs (or any other assets) to be transferred from an External Wallet to a Hosted Wallet or to be withdrawn from a Hosted Wallet to an External Wallet.  If the Company determines to support such features in the future, it may impose such supplemental terms and limitations as it determines to be necessary or appropriate in relation to such additional functions.  

10. User PSP (Payment Service Provider)

The Company may make available through the Services a link through which a User may enter into a User PSP Agreement with a PSP (being a credit card payment provider and/or Stablecoin wallet provider and/or cryptocurrency payment provider or similar service) which, if approved by such PSP, shall result in such User obtaining a User PSP.  The User PSP is not provided by the Company or the Services, and the Company does not take possession of Fiat, Stablecoin or other cryptocurrency deposited therein.  All rights and privileges with respect to the User PSP are set out in the User PSP Agreement.  The Company has no liability for Fiat, Stablecoin or other cryptocurrency Transactions, all of which liability rests (if at all) with the relevant PSP and/or the User.

The Company does not process refunds, returns, or chargebacks for a User in connection with the services of a User PSP, another Third Party Servicer or any other third party; such Transactions are solely between a User and a PSP, another Third Party Servicer or other third party, and the Company has no liability in respect of any act or omission of such third parties.  The Company has no liability to a User concerning refunds, returns, chargebacks or other commercial elements of such User’s Transactions with third parties, whether or not they involve transactions in the User’s Hosted Wallet.  A User has exclusive control and holds exclusive responsibility for such User’s Hosted Wallet and Transactions therein or elsewhere.

Upon establishment of one or more User PSPs of a User and at all times thereafter while such User PSPs remains in effect, the User hereby authorizes the Company to send and receive User Data to and from each relevant PSP, including but not limited to instructions to initiate Fiat, Stablecoin or other cryptocurrency Transactions from such User PSP.  To the maximum extent permitted under Applicable Law, the Company shall have no liability if the transmission or receipt of such User Data, whether in connection with a Transaction or otherwise, is delayed or fails on account of errors, lack of processing capacity or other failure of a network utilized by the Company or a PSP.

(i) Account

If a User creates a User PSP account, the User shall provide accurate and complete registration information as required by the relevant PSP.  When a User PSP account is created, the User shall provide, continuously maintain and promptly update accurate and complete account information regarding the User.  The Company shall not be responsible for the User’s breach of the PSP’s policies and any limitations on the use of the DOSI Services caused due to restrictions on the use of the User PSP account.  If a User wishes to add Fiat, Stablecoin or other cryptocurrency to such User’s User PSP, such User can do so using the PSP and sending instructions to it through the Account, provided that the PSP permits and supports such addition and transaction and provided, further, that if the PSP so permits, the User can send such Fiat, Stablecoin or cryptocurrency only from an External PSP that is owned exclusively and directly by such User or, if applicable, that is otherwise acceptable to the Company in its sole discretion.

(ii) Account Security

A User is responsible to manage its use of the Services and the User PSP account in a secure manner according to the regions where the User makes use of the Services.  When a User becomes aware that a third party has used the User’s passcodes or Account without authorization, the User is required to immediately notify the Company at https://contact.dosi.world.

(iii) Balance

Subject to such data being made available or accessible to the Company, an Account will post User Data concerning a User PSP balance.  The Company shall not be responsible for any inaccuracy in such User Data, and the User shall directly contact the relevant PSP with respect to any such inaccuracy and the resolution thereof.

(iv) Withdrawal

If a User wishes to withdraw funds from such User’s User PSP, the User can do so by instructing the PSP to do so via instructions sent through the Account.  PSP Transactions are subject to terms and conditions of the User PSP Agreement and may therefore be subject to limitations, hold periods and other controls imposed by such PSP.  The Company shall not be responsible for any aspect of such withdrawal of funds, including the failure of the PSP to remit such withdrawn funds or any delay in such remittance.

11. Transactions

The Services allow Users to engage in a variety of Transactions.

Transactions are subject to the following rules and disclaimers, without limitation: 

  • Payment methods may be limited due to any Applicable Law of the country where you make use of the Services, your nationality, and other factors;

  • You represent that you are not using your Hosted Wallet as a means to acquire other Assets;

  • You are prohibited from using a Bot or other automated interface to deliver Transaction instructions to the Company; a Hosted Wallet is available only for use directly by individual human Users.  You agree to forego any and all rights in NFTs purchased or acquired by a Bot regardless of the consideration paid for them;

  • The Company does not take possession of any Fiat, Stablecoin or other cryptocurrency and makes no representations as to a PSP’s ability to store or fulfill Transactions in Fiat, Stablecoin or other cryptocurrency; 

  • To the maximum extent permitted under Applicable Law, the Company shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of a network utilized by the Company or a PSP;

  • When transacting in cryptocurrency via the PSP as permitted by the Company, whenever a User performs transactions via the Services, the User’s transaction information can be publicly displayed on certain blockchain networks due to the technical characteristics of blockchain networks;

  • The Company does not control External PSPs or User PSPs and shall have no liability to a User for their failures, fees and other risks associated with such User’s use of the same;

  • Without prior notice or consent of a User, the Company reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, cryptocurrency, NFT type and other limits or restrictions on Transactions, including, without limitation, for the purpose of protecting the Company, its suppliers and Users from legal, fraud, security or other risks;

  • Transactions may be subject to a cooling off period, including time limitations set in the Company’s sole discretion;

  • The Company is not able to reverse any Transaction that has been finalized on the applicable network.  The Company bears no responsibility or liability for Transactions initiated by a User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of NFT or PSP;

  • All Transactions are final;

  • A User has the exclusive responsibility to ensure that the User’s Transactions are carried out: (i) in compliance with the Company requirements set out herein and in the User’s Account; (ii) in compliance with any applicable Third Party Servicer requirements; (iii) using addresses (as applicable) and information that are true, correct, and free of error; and (iv) in compliance with the User PSP Agreement and any other applicable Third Party Servicer Agreement;

  • The Company reserves the right to apply certain time delays and time restrictions on Transactions involving NFTs in Hosted Wallets, and to cause a PSP to apply the same restrictions on User PSPs, at the sole and absolute discretion of the Company; and

  • The Company reserves the right, in its sole discretion, to prohibit Transactions from or to any External PSP in order to reduce the risk of fraud, security breaches, or other risks and to comply with Applicable Law.

  

The Company may deem any Transaction performed in violation of any of the foregoing to be void ab initio.

If you fail to adhere to the terms of this Agreement (including, without limitation, the foregoing rules), you understand and agree as follows: (i) that such failure may result in the permanent loss of your NFTs or Fiat, Stablecoin or other cryptocurrency (for which the Company shall have no liability); and (ii) to the maximum extent permitted under Applicable Law, that the Company reserves the right to restrict all or part of the functions of the Hosted Wallet, without notice or liability to you, and/or take such other remedial actions as are provided for in this Agreement or otherwise permitted by Applicable Law.

12. Granting of NFTs by the Company and Limitations on Use

If a User qualifies pursuant to conditions specified by the Company, NFTs may be gifted, granted or otherwise transferred to the User via the User’s Hosted Wallet in accordance with standards determined by and at the discretion of the Company.  However, such NFTs and related programs may be changed, updated or discontinued at any time in the sole discretion of the Company, and the Company will notify users in advance by a method determined by the Company.

Users may check the NFTs transferred from the Company via the User’s Hosted Wallet and trade such NFTs with Other Users, subject to suspension, limitation or change in  the Company’s sole discretion, and any material change, update or discontinuation will be notified to users in advance by a method determined by the Company.

If a User’s use of the Service is restricted in accordance with any of the following or otherwise in the Company’s sole discretion, the User may be subject to restrictions in using existing NFTs previously held by it. 

  (i)  the User is restricted from using the Services due to unauthorized use or activity by or attributable to such User; or

  (ii)  the User is restricted from using the Services due to engagement in Prohibited Activities.

13. Refund, Inquiry and Consultation regarding NFTs

(i) As to the refund policies applicable to purchases made by Users from DOSI itself or from other NFT sellers that have contracted with the Company to list and sell NFTs through the DOSI Store (including, without limitation, through any branded or co-branded “storefront” within the DOSI Store), each of the refund policy for the individual DOSI Service (e.g., DOSI Store, AVA, GAME DOSI, etc.) applicable to such product shall prevail.

(ii) As to the refund of amounts paid for, or in connection with, the purchase of products in customer-to-customer (C2C) transactions, refunds shall not be permitted as a general principle.  However, if it is verified by the Company that a refund is appropriate due to a cause attributable to the Company (e.g., incorrect price/product labelling due to system error), as determined by the Company in its sole discretion, a refund may be permitted on an exceptional basis and in the sole discretion of the Company.

(iii) In addition to the foregoing, if a purchased product is found to be defective, as determined by the Company in its sole discretion, a refund shall be allowed at the written request of the purchaser made within the earlier of (x) three (3) months from the date of purchase or (y) three (3) months from the date on which the purchaser becomes aware of the applicable defect.  Purchased products may not be separately exchanged for other products and shall not be subject to any guarantee other than as required under Applicable Law.

Any complaints and dispute resolutions regarding the purchase and use of the products shall be in accordance the Applicable Laws, including any applicable standards set out by Regulators. Please visit https://terms2.line.me/GlobalNFTWallet_CustomerDamage?lang=en for more details.  Please contact https://contact.dosi.world/ for any additional inquiries and requests for consultation regarding the purchase and use of the products.

14. Regulatory Status 

The Services are hosted NFT Wallet services that are integrated with third parties who provide Fiat, Stablecoin and/or other cryptocurrency custodial services directly to a User, including one or more PSPs.  

The Company is not registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.  

The Company is not a bank.  There is no FDIC insurance on Hosted Wallet NFTs.  A User acknowledges that NFTs have no intrinsic value.  Fiat, Stablecoin or other cryptocurrency balances, if any, are not held by the Company.

The Services may be unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of the Company without prior notice to you and without your consent.

15. Third Party Servicers

If a User has a User PSP, then the Company shall share User Data with the PSP and also retrieve User Data from the PSP pursuant to its own agreements or arrangements with such PSP.  Such exchanges of information shall be in furtherance of instructions given by the User through the User’s Account in order to effect and consummate Transactions or for the purpose of the Company or such PSP to comply with any Applicable Law.  User Data contains a User's Transaction history and personal information as agreed in the Privacy Policy.  Each User expressly authorizes the Company to send, receive and otherwise share User Data with a PSP in accordance with any applicable laws.  

As per the Settings, a User also authorizes the Company to send and receive User Data to and from other Third Party Servicers.

If a User authorizes the Company to take instructions from the User, or in respect of an Account, via a Third Party Servicer, then such instructions shall be deemed delivered to the Company by the User directly.  The Company shall not be required to verify the genuineness, accuracy or completeness of any such instructions, provided that the Company may, in its sole discretion, refuse to comply with any such instructions without any liability to the User if the Company determines that such instructions are not or may not be genuine, accurate or complete.

A User represents that each Third Party Servicer is party to each relevant Third Party Servicer Agreement and that the User assumes exclusive responsibility for acts and omissions of all Third Party Servicers, whether under the Third Party Servicer Agreement, with respect to User Data or otherwise.  The use of a Third Party Servicer does not relieve a User of any of its responsibilities or obligations under this Agreement.  A User is liable for any and all fees charged by Third Party Servicers.  Unless indicated to the contrary in the User’s Account, Fees for Services (as applicable) do not include fees applicable under Third Party Servicer Agreements.

16. Use of and Consent to Personal Information for Performance of AML/KYC Programs

If the Company is obliged for legal or regulatory reasons (including the operation of its AML Program) to collect such information, or if the Company otherwise determines that the collection of such information is prudent or appropriate for other legal or business reasons, a User shall provide User KYC Information to the Company for purposes of verification of User identity, implementation of the requirements of the AML Program and monitoring of the User, Account and Transactions for suspicious activity, and compliance by the Company with its legal and regulatory obligations.  These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, and checking the information you provide against the Specially Designated Nationals and Blocked Persons List maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce Denied Persons List, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under Applicable Law prohibiting or limiting business activities with any Person.  

A User authorizes the Company to, directly or through third parties, make inquiries and take any other actions the Company deems reasonably necessary to verify User identity, and the information the User has provided.  A User acknowledges and agrees that, pursuant to procedures and methods under Applicable Law, such inquiries may result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services.  Where the Company is not entirely satisfied that it has verified a User’s identity, it reserves the right to limit the User’s access to some or all Services.

A User consents to the Company collecting, storing, processing and disclosing User KYC Information and other User Data as required to perform the Services and in accordance with Applicable Law, the Privacy Policy and the AML Program.

17. Term and Termination 

The Company may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

At any time and in its sole discretion, without prior notice, and without any liability to you, the Company may (i) cancel or deactivate a User’s Account; or (ii) temporarily or permanently suspend, restrict, or terminate access to any or all of Services for any reason or for no reason.  Except as required by Applicable Law, the Company is under no obligation to disclose its reason for any termination or suspension of the Services for a particular User or generally.

To the maximum extent permitted by Applicable Law, the Company shall not be liable for any losses suffered by a User resulting from any suspension or termination of the Services.  You agree that your NFTs will be impossible to access during a suspension of Services or following a termination of Services.  

In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access the Services: (i) all Fees (if any) and amounts payable to the Company by you shall immediately become due, (ii) to the maximum extent permitted by Applicable Law, the Company may delete User Data without any liability to you, provided that the Company also reserves the right to retain User Data for up to seven (7) years following termination; and (iii) the Company may cancel any Transactions that are pending at the time of the termination of your right to access the Services or discontinuation of the Services.  To the maximum extent permitted by Applicable Law, the Company reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.

On any termination of the Services or termination of this Agreement (other than a voluntary termination by a User or a termination of this Agreement with respect to a User or a User’s access to the Services as a result of a breach by such User), the Company shall,  to the extent supported at such time by the Services, send all NFTs in the User’s Hosted Wallet to one or more External Wallets owned by the User (or, if such a transfer to External Wallets is not supported at such time, otherwise implement alternative arrangements that will permit the User to continue to maintain ownership of the NFTs then in the such User’s Hosted Wallet or that will otherwise make access to those NFTs, and the exercise of associated rights consistent with those in effect prior to such termination, available to the User). In order for the Company to fulfill the foregoing actions, the User must (at the Company’s request) provide the Company with External Wallet addresses for each NFT and an External PSP, failing which the Company shall not return NFTs, or instruct a PSP to return Fiat, Stablecoin or other cryptocurrency, to the User.  A User is solely responsible for the accuracy of all External Wallet addresses or External PSP accounts so provided by the User to the Company, and acknowledges that if an incorrect or incomplete address is provided, any transferred NFTs or other assets may be lost and may not be recoverable.  If, after reasonable efforts, the Company cannot reach a User for such purposes, the User agrees to delegate the processing of the NFTs to the Company to the fullest extent permitted by Applicable Law (which may include, if required by Applicable Law, remittance of User assets in the Company’s possession to the relevant governmental authorities in the jurisdiction of the User).  

If this Agreement is terminated as a result of material breach hereof by a User, to the maximum extent permitted by Applicable Law and without limiting the Company’s ability to take other remedial actions, such User agrees to forego all right, title and interest in the NFTs stored via the Service, and the Company reserves the right to restrict all of part of the functions of the User’s Hosted Wallet without notice or liability to such User.

18. Taxes

It is your sole responsibility to comply with Applicable Law related to your use of the Services, including, without limitation, to collect and remit any and all taxes (including without limitation sales taxes) that apply to any Transactions you have made using the Services.  It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities.  You acknowledge and agree that the Company is not responsible for determining the amount of any taxes you owe, nor is the Company responsible for determining if taxes apply to your use of the Services or for collecting, reporting, or withholding any taxes arising from your use of the Services.  The Company reserves the right to collect and remit sales tax in respect of Transactions of a User with Other Users and such User shall cooperate in such activity by providing the necessary Assets, information and forms, each as determined by the Company.  The Company further reserves the right to implement collection, reporting and withholding for tax purposes at any time and in any jurisdiction where Applicable Law, whether currently or in the future in effect or pending, may require the same.

19. Property Disputes

If the Company receives notice or allegation that any NFTs held in your Hosted Wallet are stolen or lawfully not yours to possess, the Company may, but has no obligation to, place an administrative hold of undetermined length on those NFTs or the whole of the Hosted Wallet, User PSP, or Account.  Such hold may include, but is not limited to, a suspension of access to the Services.  To the maximum extent permitted by Applicable Law, the Company shall not be liable for any losses incurred by the User, or diminished value in NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute.  The Company reserves the right to report illegal or suspicious activity to the appropriate Regulators.

20. Properties in inactive Account

If a User’s Account is inactive for one year, then the Company may disable the Account without obtaining separate prior consent, and the User must take steps necessary to activate the Account to reuse it.  If the Company is not able to locate or contact the User, the Company may (to the extent required by Applicable Law) remit User assets in the Company’s possession to the relevant government authorities in the jurisdiction of the User.

21. Notices

A User agrees to receive all communications, including but not limited to this Agreement, the Privacy Policy, other applicable terms of service and/or policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to such User’s Account and such User’s use of the Services and related services of the Company via electronic delivery.

By consenting to electronic delivery, a User authorizes the Company to deliver Communications (i) by email notification, (ii) via SMS or text message to a mobile phone number the User has provided, or (iii) by sending the User an email message containing a link to, or a notice that directs the User to, the Site where the Communication can be read or printed.

To the maximum extent permitted by Applicable Law, a User shall fully indemnify the Company for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from the User’s reliance on email or the User’s User Devices or failures in the User’s email systems or User Devices.  If a User prefers not to accept these risks, then the User shall not create an Account or use the Services.

It is the responsibility of a User to provide the Company with an up-to-date, true, accurate, and complete email address and to make sure that Company emails are not deleted or otherwise missed on account of spam filters.

A User’s consent to receipt of electronic statements, reports and other Communications shall be valid until such User withdraws such consent by notifying the Company in writing, in which case: (i) the Company shall provide statements, reports and other Communications on paper; and (ii) the Company may suspend or terminate the User’s Account and access to the Services.

22. Risk Disclosures and Assumption of Risk

You acknowledge and agree that there are inherent risks associated with your use of the Services.

These risks include, but are not limited to, the following:

  • Transactions in NFTs and other blockchain-based digital assets are, as a rule, irreversible.  Consequently, losses due to fraudulent or accidental Transactions are generally not recoverable.  Once a Transaction has been recorded on the applicable blockchain network, it is not reversible.  It is possible that, through computer or human error, or through theft or fraud, a User’s NFTs or (as applicable) other Assets could be transferred in incorrect amounts or to unauthorized third parties.

  • Attacks on the Company or on individual Accounts (including the introduction of malicious software and/or unauthorized access to Accounts) may result in Account losses, or in unplanned and significant unscheduled downtime during which Transactions will not be executed. 

  • The Services rely on the internet, which includes third party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect a User’s ability to access and use the Services.

  

A User shall carry out his/her own independent analysis and assessment of the risks specific to the Services.  To the maximum extent permitted by Applicable Law, (i) the User assumes all risks inherent in use of the Services and related NFTs and (ii) absent fraud or intentional wrongdoing on the part of the Company, the Company shall not be liable to the User or any other Person on account of losses arising in whole or in part out of any of the foregoing circumstances, or compromised Account credentials, or any other risks inherent in the use of the Services and related NFTs.

23. Copyright, intellectual property rights, trademark 

Unless otherwise expressly indicated by the Company, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “Service Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of the Company, or our suppliers, licensors, or affiliates, and are protected by U.S. and international property laws.

We grant you a limited, non-exclusive, non-sublicensable license to access and use the Service Materials for your personal, non-commercial use.  Such license does not permit the: (i) distribution of Service Materials, (ii) resale of Service Materials, (iii) making of derivative works of Service Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or Service Materials.  This license shall automatically terminate if your access to the Services is suspended or terminated.  

We reserve the right to limit, deny, or terminate access to our Services with respect to any Person who infringes on the intellectual property rights of the Company or any other Person.  If you knowingly misrepresent that any activity or Service Materials are infringing on the intellectual property rights of another party, you may be liable to the Company for the costs or damages incurred by the Company or other Persons as a result of such misrepresentation.

24. Limitation of Liability 

To the maximum extent permitted by Applicable Law, and without limiting the generality of other provisions of this Agreement regarding limitations on Company liability, in no event shall the Company, its affiliates or service providers, licensors or their respective directors, shareholders, members, officers, employees, agents, joint venturers, or representatives, be liable for: (i) any amounts greater than the value of the fees (if any) paid by you to the Company with respect to the Services during the twelve (12) months immediately preceding the date of any claim giving rise to such liability; (ii) any damages caused by or resulting from reliance by you on any information obtained from the Company, or that results from mistakes, omissions, interruptions, errors, defects, viruses or delays in Services operation or transmission; (iii) any failure of performance, whether or not resulting from a force majeure event, communication failure, theft, or destruction arising out of or in connection with authorized or unauthorized use of the Services, or this Agreement; (iv) any lost profits, or any special, incidental, indirect, or consequential damages, whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise even if an authorized representative of the Company has been advised of, or knew of, or should have known of the possibility of such damages; or (v) indirect or consequential damages caused by the Services or due to the transactions or use of the Services between Users or between a User and a third party.  

In the event that the Company incurs any losses on account of acts or omissions of a User, to the maximum extent permitted by Applicable Law and in addition to any other rights of the Company under Applicable Law, the User hereby expressly agrees that the Company may take actions to restrict all or part of the functions of the User’s Hosted Wallet without prior notice or consent of the User.

A User acknowledges that Other Users may attempt to sell the User’s NFTs or other assets that they acquired in violation of the agreement with the Company.  The Company shall have no liability for acts and omissions of Other Users in their Transactions or other dealings with the User.  While the Company has implemented policies to monitor transactions for fraud and other Prohibited Activities, the Company makes no representation as to the effectiveness of such policies and the User should exercise caution in any Transaction to ensure that the Other User has performed in accordance with this Agreement and any agreement with the User.  

Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages; therefore, some or all of the limitations in this Article may not apply to a User where their application is limited by Applicable Law.

25. Indemnification

You agree to indemnify and hold harmless the Company, its officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from and against any and all claims, demands and actions arising out of or related to (i) your breach of this Agreement, (ii) your violation of any Applicable Law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations.  If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.

26. Governing Law and Jurisdiction

This Agreement, and any claim or dispute arising out of or in connection with the subject matter of this Agreement, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws (except to the extent governed by U.S. federal law).

You agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located in the County of Santa Clara within the State of California to determine any dispute or claim arising out of or in connection with the Services or this Agreement or their subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim).  YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR RELATING TO THE SERVICES.  Nevertheless, if such exclusive jurisdiction is not allowed pursuant to the laws of your country of residence, the laws of such country of residence shall prevail to the extent so required. 

You agree that regardless of any statute, regulation or law to the contrary, to the maximum extent permitted under Applicable Law, any claim or cause of action that you bring arising out of or related to your use of the Site and/or the Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

27. Assignment

The Company may assign any of its rights or obligations under this Agreement to any Person without your consent and without prior notice to you.  You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company, which may be withheld in the Company’s sole discretion.  Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void.  In the event that the Company is acquired by, sold to, or merged with a third party entity, pursuant to the procedures and requirements under Applicable Law, the Company reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.

28. Amendments

The Company reserves the right to amend this Agreement at its sole discretion, without your consent.  This Agreement may be amended by the Company providing notice of the amendment (i) by email to the email account used to create your Account; (ii) by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login.  Where you have accepted the amendment at an Account login or where the amendment is required by a change in Applicable Law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of the date and time that this Agreement is updated or the notice contemplated above has been sent; otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above.  If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.

29. Non-Waiver of Rights

Any failure or delay by the Company to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof.  This Agreement shall not be construed to waive any rights that cannot be waived under Applicable Law.

30. Force Majeure

The Company has no liability or responsibility for (i) failure in performance or interruption of service; (ii) any inaccuracy, error, delay in, or omission of information or transmission of information; or (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood or other natural disaster, act of civil or military authorities, terrorist acts, extraordinary weather conditions, pandemic, fire, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.

31. Independent relationship; no broker or agent

The Company is an independent contractor, and nothing in the nature of the Services or any provisions in this Agreement shall be deemed, or cause, or is intended to cause a User and the Company to be treated as partners, joint venturers, or as an agent of the other party.  The Company is not a User’s broker, intermediary, agent (except, if at all, to the limited extent expressly provided in this Agreement in connection with the operation of the Services), or financial advisor, and the Company has no fiduciary obligation to a User in connection with any Transactions, or other acts or omissions of the User with respect to the Services.  For the avoidance of doubt, the Company is not providing investment advice, tax advice, legal advice, or other professional advice, whether through the Services or otherwise.  The Company does not recommend or endorse that you purchase or sell any NFT or that you make any investment or enter into any trade or Transaction.  

Before engaging in any trading or investment activity, a User should always consult a qualified professional.

32. Survival

All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement.  Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to the Company, disputes with the Company, risk disclosures, treatment of unclaimed property, provisions on ownership or use of intellectual property, Account eligibility, disclaimers of warranties, limitations of liability, indemnification, dispute resolution and venue and governing law.  

33. Language

This Agreement is presented in the English language.  Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definitions and interpretation of the English language.  

34. Severability

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions, all of which shall remain in full force and effect. 

35. Entire Agreement

This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between a User and the Company regarding the Services.  This Agreement, and the policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among a User and the Company with respect to the Services.  In the event of any conflict between this Agreement and any other agreement a User may have with the Company with respect to the Services, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.

 

These Terms of Service shall take effect on July 19, 2023.