Scope of Application

Definitions

• Applicable Law means all laws, rules, treaties, regulations and administrative orders applicable to the User using the Services.
• Blockchain means the blockchain selected by the User to use the App. This includes, but is not limited to, Polygon, Gnosis Chain, Ethereum, and their corresponding test networks.
• Crypto Assets means digital assets, representing any kind of digital values that are based on the Blockchain, commonly referred to as tokens or coins.
• Nevermined Protocol means automated and self-executing computer codes, also known as smart contracts, which administer Crypto Assets on the Blockchain, which were developed by Nevermined but which are neither operated nor controlled by Nevermined.
• Private Key is a cryptographic key necessary to dispose of Crypto Assets which proves ownership of Crypto Assets.
• Transaction means a transaction on the Blockchain which is executed by the User via their Wallet using the Nevermined Protocol and for which the Software may prepare transaction data.
• User means a person or legal entity entering into these T&Cs with Nevermined.
• Wallet means software or another system that allows the Users to manage their Private Keys and to dispose of Crypto Assets assigned to them.

User Requirements

1. The User assures and warrants that the User has the right, authority and capacity to enter the T&Cs on behalf of themself or the entity which the User represents.
2. The offer of the Software is directed exclusively at and the use of the Services is only permitted to (i) natural persons who have reached the age of eighteen (18) or (ii) legal entities.
3. The User requires a state-of-the-art internet browser and an internet connection to use the Software. The User shall be obliged to keep their browser and the device used to access the App and Software up to date.
4. The User shall not access or use the Services if the User is prohibited from doing so, whether by Applicable Law or under these T&Cs.

Functionalities of the Software

1. The Software prepares transaction data in order to enable the User to execute Transactions on the Blockchain via their Wallet using the Nevermined Protocol. The Software does not control the Wallet, i.e., the Software does not transfer any Crypto Assets or execute Transactions. The features of the Software are further described within the App.
2. Nevermined does not buy, sell, transfer or hold Crypto Assets from, to or of the User. All Transactions which Users execute by using their Wallets are facilitated by the Nevermined Protocol to or from the User. The transactions are not routed via the Software and the Software does not play a role in the interaction between the User and the Nevermined Protocol. Nevermined does not control or otherwise influence and therefore is not responsible for the Nevermined Protocol
3. Nevermined makes available the Software and App, but Nevermined does not itself provide the anonymization of Transactions and assumes no responsibility for the anonymizations.
4. The Software and App do not store or otherwise process any Crypto Assets and do not function as a Wallet.
5. Nevermined does not offer or provide any investment advisory or brokerage services in connection with the Services or Software and does not offer or provide any investment advice, tax advice or legal advice

Provision of the Software, Licenses

1. The Software is provided as a service (SaaS) via the Internet and Nevermined makes the Software available for use by Users via the App. The Software is not delivered to the User and no rights to receive Software, whether as source code or object code, are granted. Nevermined grants to the User a simple (non-exclusive), non-transferable, non-sublicensable and revocable right to access and use the Software via the Internet in accordance with these T&Cs.
2. For the avoidance of doubt: The User does not receive the right to read, receive or edit the Software.
3. The entire content of the Services, including but not limited to Nevermined's logo and all designs, texts, graphics, images, information, data, software, sound files, other files as well as their selection and arrangement is and remains the property of Nevermined, affiliated entities, or third-party licensors. Nevermined reserves all rights not expressly granted herein.
4. Nevermined reserves the right to adapt, improve, expand, change, modify and delete the Services and/or the Software in whole or in part on an ongoing basis to improve the User's experience or for other business purposes. Nevermined further reserves the right to discontinue the Services, any feature of the Software or any portion thereof at any time at Nevermined's sole and reasonable discretion.
5. The User acknowledges that the Software may not operate with full functionality at all times for all purposes.
6. The User acknowledges that all enhancements provided by Nevermined are the sole property of Nevermined or third parties, even if they result from requests or reports from the Users, and the User has no rights to any requests or reports made. By submitting feedback, the User agrees that Nevermined is free to use such feedback at its discretion and without additional compensation to the User and to disclose such feedback to third parties (whether on a non-confidential basis or otherwise).
7. Nevermined shall enable the use of the Software within the framework of the current state of the art. Nevermined reserves the right to temporarily restrict access to the Software or the possibility of using it in whole or in part if this is necessary due to capacity limits or the security or integrity of the Services or in order to carry out technical measures that serve the proper provision or improvement of the Software (e.g., for maintenance work).
8. Nevermined is not obliged to provide updates or upgrades for the Software or to adapt the Software in any other way to possible changes in hardware and/or software (in particular operating systems).

User's Wallet

1. The User requires a Wallet for use of the Software. Nevermined does not offer a Wallet to Users and is not obliged to do so. The User must ensure that a Wallet has the necessary compatibility with the Blockchain. Nevermined does not recommend particular Wallets and the User should do their own research.
2. The use of the Software requires the User to connect the Wallet to the Software
3. The User shall ensure that they treat the Wallet, associated passwords, access data, the Private Key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data") confidentially and that the Wallet Access Data, insofar as the User has access to them, are secured against access by third parties by means of appropriate technical and organizational measures.
4. The User is aware that anyone who has access to the Wallet Access Data may misuse the Wallet. The User must at any times store Wallet Access Data in a secure manner and shall prevent any exposing of Wallet Access Data while entering the Wallet Access Data. If the User gains knowledge of or could have known that another person has access to Wallet Access Data, the User shall immediately change the Wallet Access Data concerned or secure the respective Crypto Assets
5. The User bears sole responsibility for the Wallet and the Wallet Access Data. The User is aware that the loss of control over the Wallet may lead to the loss of Crypto Assets, or to the rights to a Crypto Asset no longer being able to be proven and that Crypto Assets can no longer be disposed of
6. Nevermined has neither access to nor influence on the Wallet, Wallet Access Data or Crypto Assets of the User. Nevermined therefore bears no responsibility whatsoever for the Wallet and the User's Crypto Assets. In particular, Nevermined is not able to recover access to Crypto Assets if the User loses the Wallet Access Data.
7. The User is solely responsible for all actions taken by their Wallet connected to the Software, whether authorized by the User or not. Due to the non-custodial and decentralized nature of the Blockchain and the Nevermined Protocol, Nevermined is no intermediary, agent, advisor or custodian, and has no fiduciary relationship or obligation to User regarding any decision or activity of User using the Services.

Prohibited Use

1. The User is prohibited from the following:
1. Reverse engineer, decompile, disassemble or otherwise attempt to discover any source code, object code or underlying structures, ideas, know-how or algorithms relevant to the Services, Software or data associated with the Services, disassemble or otherwise attempt to discover any of its components;
2. Make any modifications to the Services or Software, create any translations of the Services or Software, or create any derivative works based on the Services or Software;
3. Use the Services or Software for the benefit of any third party in violation of the T&C;
4. Take any measures aimed at circumventing technical protection measures of the Software or the Services and to refrain from any form of unauthorized use of the Software or the Services, in particular attempts to overcome or circumvent the security mechanisms of the Software or to disable them in any other way, to use computer programs that enable the automatic reading of data, as well as to use/implement and/or disseminate viruses, scripts, trojan horses, worms, malware, timebombs, brute force attacks, spam, or other harmful components, programs or procedures that are suitable to harm Nevermined, the Software and/or other Users;
5. Use the Software or the Services for money laundering, terrorism financing, tax or sanctions evasion or other illegal activities and, in particular breach section 16 (Prevention of money laundering, terrorist financing and violations of financial sanctions);
6. Engage in or promote illegal activities, in particular fraudulent activities;
7. Use the Services or the Software improperly or against the Applicable Law of the country in which the Software is provided or used;
8. Use the Services or the Software in any jurisdiction or country if that use would subject Nevermined to any requirement of registration or authorisation in such jurisdiction or country;
9. Use, employ or operate bots or other forms of automation, or any techniques to modify your internet protocol address (including use of a Virtual Private Network (VPN)) or otherwise circumvent the above restrictions, when using the Software;
10. Probe, scan, or test the vulnerability of any system or network;
11. Breach or otherwise circumvent any security or authentication measures;
12. Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services the User has not been invited to;
13. Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
14. Access, search, or create accounts for the Services by any means other than Nevermined's publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
15. Send unsolicited communications, promotions or advertisements, or spam;
16. Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
17. Promote or advertise products or services other than the User’s own without appropriate authorization;
18. Abuse referrals or promotions to get more storage space than deserved or to sell storage space received from referrals or promotions;
19. Circumvent storage space limits;
20. Sell the Services unless specifically authorized to do so, or purchase the Services from an unauthorized seller;
21. Publish, share, or store materials that constitute child sexually exploitative material (including material which may not be illegal child sexual abuse material but which nonetheless sexually exploits or promotes the sexual exploitation of minors), unlawful pornography, or are otherwise indecent;
22. Publish, share, or store content that contains or promotes extreme acts of violence or terrorist activity, including terror or violent extremist propaganda;
23. Advocate bigotry, hatred, or the incitement of violence against any person or group of people based on their race, religion, ethnicity, national origin, sex, gender identity, sexual orientation, disability, impairment, or any other characteristic(s) associated with systemic discrimination or marginalization;
24. Harass or abuse Nevermined personnel or representatives or agents performing services on behalf of Nevermined;
25. Violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading, or that violates the intellectual property rights of others;
26. Violate the privacy or infringe the rights of others, including publishing, sharing, or storing other people's confidential or identifying information without authorization for the purposes of harassing, exposing, harming, or exploiting them;
27. Use the Services to back up, or as infrastructure for, your own cloud services;
28. Use the storage space provided by the Services as the basis for cryptographic proof-of-space or proof-of-storage, or any similar proof system;
29. Engage in any type of payment fraud, including unauthorized use of credit cards or other payment methods, illegitimate chargebacks, or any other method of obtaining the Services without required payment.
2. The User shall take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Software.
3. The User bears sole responsibility for the payment of taxes incurred by the User in connection with the use of the Software. The User is aware that exchanging or trading Crypto Assets may constitute taxable income under the applicable tax legislation. Users are strongly advised to contact their tax advisor or the relevant tax authorities in their jurisdiction of domicile to understand their full tax obligations.

Remuneration

1. The User shall pay 1% of the amount of a Transaction, including applicable VAT, to Nevermined ("User Fee"). The Nevermined Protocol executes this payment automatically. The User Fee percentage can change at any time at the sole discretion of Nevermined.
2. Apart from the User Fee for the use of the Software, the use of the Services and the App is free of charge.
3. The free of charge use of the Services and the App may change at any time at the sole discretion of Nevermined.
4. The Software and App do not store or otherwise process any Crypto Assets and do not function as a Wallet.
5. Nevermined will make efforts to inform Users of any fee changes prior to their implementation.

Consequences of Misuse

1. If there is a reasonable suspicion that the User is creating a risk or possible legal liabilities or not acting in accordance with the T&Cs, Nevermined may limit, suspend, or terminate the User’s access to the Services, or portions thereof, and/or take technical and legal steps to prevent the User from accessing or using the Services, in particular, but not limited to, a case of:
   1. a breach of section 3.2 and 3.4 (User requirements);
   2. a breach of section 7.1 (Prohibited Use);
   3. a breach of section 16 (Prevention of money laundering, terrorist financing and violations of financial sanctions).
2. This shall be without prejudice to further legal remedies available to Nevermined under Applicable Law, including, without limitation, the initiation of civil and criminal proceedings and claims for damages by Nevermined against the User.

Warranties

1. The User warrants that:
   1. To the fullest extent permitted under Applicable Law, any and all guarantees and warranties with respect to the Software and/or the Services, either express or implied (including any implied warranties of merchantability, fitness for a particular purpose, security and non-infringement), are hereby excluded.
   2. The Software is provided "as is", with all faults, defects, bugs, and errors. Nevermined is not obliged to remedy any specific defects. Instead, Nevermined shall be entitled but not obliged to make available an updated version of the Software to remedy defects. The User shall be obliged to use the most up-to-date version of the Software at all times.
   3. Nevermined neither warrants nor guarantees that Nevermined will continue to provide the Services indefinitely. Any promises to the contrary purported to be made by Nevermined's employees or otherwise on behalf of Nevermined are invalid.
   4. Nevermined does not give any warranty of any kind regarding the execution of any Transactions or the performance of the Nevermined Protocol or the interactions of the User with the Blockchain.
   5. When a new version of the Software is released, all previous versions will lose their validity and will be overwritten by the update. These T&Cs shall govern any update and upgrade that replaces or supplements the original.

Termination

1. The User can terminate the agreement between the User and Nevermined for use of the Services in accordance with the T&Cs (the Agreement) at any time by disconnecting their Wallet from the Software.
2. Nevermined may terminate the Agreement at any time without notice by suspending the Services and ceasing to offer and/or support the Software or a part thereof.
3. Without prejudice to the foregoing provisions, either Nevermined or the User may terminate the Agreement for good cause. A good cause on Nevermined's side shall be, in particular, but not limited to, if one or more of the following events occur:
   1. a breach of section 3.2 and 3.4 (User requirements).
   2. a breach of section 7.1 (Prohibited Use).
   3. a breach of section 16 (Prevention of money laundering, terrorist financing and violations of financial sanctions).
   4. Nevermined is required by law or order of an authority or court to terminate the provision of the Services, for example because a financial supervision authority or another authority or a court demand Nevermined to terminate the provision of the Services.
   5. Nevermined is unable to operate the Services for an extended period of time for reasons beyond Nevermined's control.
   6. The provision of the Services becomes otherwise impossible or economically unreasonable for legal or factual, in particular technical, reasons.
4. The User acknowledges that a termination of the Agreement does not affect (i) the Wallet, (ii) the Blockchain or (iii) the User's Crypto Assets.

Liability

1. The User acknowledges that legal regulations in the areas of blockchain-based services, cryptocurrencies and Crypto Assets may change and that new regulations or guidelines may develop. New or changing regulations or interpretation of existing laws and regulations may adversely affect the qualification and/or transfer and/or viability and/or value of Crypto Assets and the Services in the future and Nevermined's future development solutions. Nevermined shall not be liable for any losses that the User may incur as a result of such possible developments and the consequences, if any, thereof for Nevermined, Crypto Assets and/or their benefit and value, if any.
2. Nevermined’s liability:
   1. Nevermined shall not be liable for any damage arising from facts based on use contrary to these T&Cs or unauthorized modifications of the Software and/or the Services by the User or third parties.
   2. Nevermined's liability is limited to intent and gross negligence.
   3. Nevermined shall not be liable for any indirect or consequential damages, loss of profits, loss of use, business interruption, loss of goodwill or loss of data, nor for any punitive or exemplary damages.
   4. The above limitations of liability also apply in the case of the fault of a vicarious agent of Nevermined as well as for the personal liability of the organs, employees and representatives of Nevermined.

Indemnification

Risk Information

1. Nevermined does not owe any advice to the Users with respect to the Software, transactions of Crypto Assets or functions of the Blockchain and Nevermined Protocol. Any decisions on how to interact with the Nevermined Protocol and/or the Blockchain shall be made by the User on their own responsibility. Nevermined cannot and will not provide the User with any binding information on future price developments, tradeability, market developments or similar economic forecasts. All information on usage options and the Crypto Assets, in particular information on price developments, serve informational purposes only and are general comparative values which do not relate to the price development of the specific Crypto Asset. They are non-binding indicators. Nevermined gives no assurance or warranty with regard to forward-looking statements.
2. The Blockchain on which the Nevermined Protocol is deployed:
   1. is based on open-source software, which means that anyone can use, utilize, and build on top of it and that the underlying Blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks".
   2. may be subject to Blockchain-based fees, such as those commonly referred to as "transaction fees". Such Blockchain-based fees are the responsibility of the User and cannot be influenced by Nevermined.
   3. Transactions and storage of Crypto Assets in the Blockchain are processed by participants of the Blockchain. Nevermined cannot control or influence the transaction of the User's Crypto Assets and therefore bears no responsibility for the existence, security, or maintenance of the Blockchain, the Nevermined Protocol, or Crypto Assets. In the event of a wrong or erroneous transaction, Nevermined cannot make any corrections of transactions or the Blockchain. Before executing a Transaction via a User's Wallet, the User is obliged to verify the parameters of the Transaction.
   4. The User acknowledges that the existence and functioning of the Crypto Assets is dependent on the Blockchain, which Nevermined cannot influence. Nevermined is not liable for the existence, security, custody, interoperability, or maintenance of Crypto Assets. In particular, in the event of a transaction of Crypto Assets to an incorrect address, Nevermined is neither able nor obliged to return the Crypto Assets to the User.

Prevention of Money Laundering, Terrorist Finance and Violations of Financial Sanction

1. The User represents and warrants that:
   1. The Software and/or the Services will not be used in any illegal manner or for any illegal purposes, in particular not for any purposes related to money laundering, predicate offenses of money laundering, terrorist financing or other activities that violate applicable law.
   2. The User does not use any proceeds from illegal activities for transactions made in connection with the Software and/or the Services.
   3. No transactions made in connection with the Software and/or the Services will be used to facilitate or engage in illegal activities, in particular activities related to money laundering, predicate offenses of money laundering, terrorist financing or other activities that violate applicable law.
2. The User represents and warrants that, at the time of any use of the Software and/or the Services, no criminal or regulatory investigations are pending against the User or – where the User is not a natural person – against any of the User's affiliates, members of its managing or supervisory body, other senior executives, or shareholders in connection with the User's business activities.
3. The User represents and warrants that, at the time of any use of the Software and/or the Services:
   1. The User is not included on a sanctions list of the United Nations, the USA, the European Union or any of its member states, the United Kingdom or Switzerland;
   2. The User:
      1. is neither acting indirectly (e.g., as proxy or agent) on behalf of a natural or legal person included on a sanctions list referred to in section (a), nor
      2. directly or indirectly transfers assets of any kind to a natural or legal person included on a sanctions list referred to in section (a).
   3. Where the User is not a natural person – no shareholder of the User who directly or indirectly is included on a sanctions list referred to in section (a).
4. Should any of the aforementioned events occur, the User undertakes, to the extent permissible, to immediately notify Nevermined and to immediately suspend all transactions using the Services and/or the Software and/or the App until the event has ceased to exist.
5. The User – where the User is not a natural person, the representative of the User on behalf of the User – confirms that they are acting exclusively in their own economic interest.
6. The User is aware that Nevermined will monitor the transactions made in connection with the Software and/or the Services and may be legally obliged to report transactions to responsible authorities where transactions include suspicions of money laundering, predicate offences of money laundering or terrorist financing.

Privacy

Amendments of the Terms & Conditions

Miscellaneous

1. The T&Cs and the Agreement and their interpretation and any non-contractual obligations in connection with them are subject to Swiss substantive law without reference to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2. Should one or more provisions of the T&Cs be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the T&Cs. In place of any provisions which are invalid or not incorporated in the T&Cs the statutory provisions shall apply. In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the T&Cs does not have precedence or is not possible. The same applies in case of lacunas.
3. Exclusive place of jurisdiction for all disputes between the User and Nevermined regarding the T&Cs, or otherwise concerning the Services and/or the Software and/or the App, shall be Zug, Switzerland.