Terms of Services
Effective Date: December 25th, 2022
Effective Date: December 25th, 2022
Novadash. Novadash.io (“Novadash”) is brought to you by Alphaping GmbH with its registered office in Lucerne, Switzerland (“Alphaping”) and its Affiliates (collectively, “we,” “us,” or “our”).
When a user, whether acting individually or on behalf of another person or legal entity, (“you” or “User”) accesses our Services or makes use of our Services, User agrees to, and is deemed to have explicitly accepted, the terms and conditions set out in this document (“Terms”). The moment you access or use the Services (each time the “Effective Date”), you are subject to and you agree to be bound by these Terms. Therefore, read these Terms carefully before, as they represent a legally enforceable agreement between you and us. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Alphaping grants you access to and use of:
(each a “Service” and collectively “the Services”).
NOVADASH CANNOT INITIATE A TRANSFER OF ANY OF YOUR CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. NOVADASH HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE SERVICES. UNLESS EXPLICITLY PROVIDED IN WRITING, WE DO NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR SERVICES, DO NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS’ PLATFORMS, AND DO NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON YOUR USE OF THESE SERVICES.
Definitions. All capitalized terms used herein and not defined within a given Section are defined in Section 12.
Your representation. By accessing or using the Services in any way, including without limitation by visiting the Website, registering in accordance with Section 2, downloading the applications, and/or connecting your Digital Wallet or Exchange Accounts to the Services, you represent that (1) you have read, understood, and agreed to be bound by these Terms; (2) you are 18 years or older, or of the age of majority in your local jurisdiction, whichever is higher, and legally capable of forming a binding contract with us; and (3) you have the authority to enter into these Terms personally or on behalf of the legal entity for whom you are using the Services. You are responsible for all activities that occur during your use of the Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.
Geographical Restrictions. The Services are controlled and offered by Alphaping from Switzerland. Alphaping makes no representations that the Services are appropriate or available for use in other locations. You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction WHERE YOUR USE OF THE SERVICES WOULD BE or where your use of the Services would amount to any violation of any applicable law either by you or by us, which is your obligation to check before using the Services. Those who access or use the Services from countries other than Switzerland do so at their own volition and are responsible for compliance with local law. These Terms are binding even if our efforts to prevent the use of the Services fail and/or can be circumvented. The Services can be accessed from countries around the world and may contain references to Services and User Content that are not available in your country. These references do not imply that Novadash intends to announce such Services or User Content in your country.
Disclaimer (summary). You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction WHERE YOUR USE OF THE SERVICES WOULD AMOUNT TO ANY VIOLATION of any applicable law either by you or by us, which is your obligation to check before using the Services. You understand and accept that WE ARE NOT LIABLE for any damages that may occur to You as a result of your usage of the Services and that there will be NO REIMBURSEMENTS for such damages. You hereby agree to waive us of all prospective liabilities arising therefrom. FURTHER RESTRICTIONS OR LIABILITIES (Section 3 “Acknowledgments”, Section 4 “Disclaimer; No Liability”, Section 5 “Your Warranties”, Section 6 “Indemnifications”) APPLY TO YOU.
Except with respect to any Open Source Software, your Digital Wallet, your Exchange Accounts and any User Content that you make available, you agree that Alphaping or its Affiliates and its licensors own all respective rights, title and interest in and to the Services including all updates, modifications, improvements, adaptations, and enhancements made thereto. The communication of the Services by us or the permission to use it or the use of it by you does not create any rights in your favour.
In particular, company names and trade names, the name Alphaping or Novadash and related graphics, logos, trademarks, service marks, emblems or other property markings incorporated in or accompanying, used on or in connection with the Services (the “Property Markings”), the software, codes, systems, methods, information, “look and feel”, compilation of the content, data, all text, images, graphics, sound, video and animation files, button icons, user interfaces, visual interfaces or other works, as well as the organization, design, structure, selection, coordination and arrangement of the content and all other elements of the Services are subject to the copyright, trademark rights and other rights of us or our Affiliates and may not be used without permission in connection with any third-party products or services or otherwise than as expressly permitted by these Terms. You are not entitled to (i) modify, obscure, remove or destroy any Proprietary Markings or (ii) frame or enclose any such Proprietary Markings or other content. Alphaping and its Affiliates reserve all rights not expressly granted by these Terms. Any goodwill accruing out of the use of our Property Markings vest in us and/or our Affiliates, as the case may be. The above applies as well to third-party Property Markings.
Use license. Subject to your compliance with these Terms, we grant you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-assignable, non-sublicensable and (anytime) revocable license to use the Services solely for your personal non-commercial purpose (the “License”). We do not grant any further licenses. In particular you may not use the Services for any purpose that is not covered by the License or prohibited by the Terms or applicable law. By accessing the Services, you agree not to (except as expressly permitted herein):
The License is automatically terminated in case you violate these Terms and in particular the aforementioned rules.
Non-aggression obligation. You undertake not to attack our intellectual property rights (including protected or unprotected know-how) and other rights to the Services or intellectual property rights of third parties, nor to assist third parties in attacking them.
You acknowledge that the Services may use, incorporate or link to certain Open Source Software and that your use of the Services may be subject to, and to the extent necessary you will have to comply with any applicable Open Source Software licenses. Each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Novadash makes such Open Source Software, and Novadash’s modifications thereto, available by written request at the notice address specified below.
Alphaping does not claim ownership of your User Content. Users. You acknowledge that all User Content, including the Services, is the sole responsibility of the party from whom such User Content originated. This means that you and other Users of the Services, and not Alphaping, are responsible for their respective User Content, as it is neither checked nor filtered by us.
When you as a User post or publish your User Content (including without limitation any Adapter) on or in the Services, you represent that you own and/or haveall rights necessary to grant to Alphaping and do hereby grant to Alphaping, a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license for the purpose of operating the Services and to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Content.
Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to (a) comply with any applicable law, regulation and/or order of a competent authority; (b) enforce these Terms, (c) respond to your requests for customer service, (d) protect our rights, property or personal safety, our employees, directors, officers, partners, suppliers, customers, agents, or members of the public, or (e) for any other purpose legally possible reasonably determined by us, provided however that such User Content has been completely anonymized to the 4 extent required for data protection purposes (for further information see our Privacy & Cookies Policy [Link]).
See also Section 7 (“Investigations”) below regarding User Content.
You are solely responsible for any Adapter that you Make Available on or through the Services, including without limitation for securing any rights or licenses in connection with such Adapter and Novadash’s use thereof. You acknowledge and agree that Alphaping has no obligation to publish or otherwise make your Adapter available on or through the Services. You acknowledge and agree that you have no rights to any upgrades, modifications, enhancements or revisions that Novadash may make to your Adapter. You agree that we have no obligation to provide any support or engineering assistance of any sort in connection with your Adapter unless we otherwise agree in writing If you Make Available an Adapter in connection with any Brand, you represent and warrant that you have all rights necessary in and to such Brand to grant Alphaping the licenses granted hereunder.
You may provide ideas, suggestions, documents, and/or proposals about the Services to us through any means (“Feedback”).You agree that submission of Feedback is at your own risk and that Alphaping has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. Any Feedback is deemed to have been generated by or to have accrued to us. You hereby assign and transfer all rights thereto to us. To the extent certain jurisdictions do not provide for the assignability of such intellectual property rights, you hereby grant to Alphaping a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, assignable and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose. We do not owe you any special compensation for such transfer or assignment or license.
You shall not (and shall not permit any third party to) take any action, upload any file and/or make available any User Content or Feedback on or through the Services that:
If claims are made based on prohibited conduct in violation of hereof, we can take recourse against any involved or potentially involved and/or responsible Users and/or Persons.
In order to use the Interface and access certain features of the Services you may need a Digital Wallet that is supported by or compatible with the Services. You cannot create a Digital Wallet using the Services.
In order to use the Interface and access certain features of the Services you may need to create an account by using a valid email address (“User Account”).
In order to access certain features of the Services, you may be required to use certain Third- Party Accounts in connection with the Services.
Access and use of the Services requires suitable compatible devices. You must provide all equipment, software, and hardware necessary to connect to the Services. You are solely responsible for the resources, associated costs and any fees, including Internet connection or mobile fees, that you incur when accessing the Services and for setting or maintaining devices in a condition that allows access and use of the Services. We are not liable for the performance of Users’ hardware, software, the internet, Users’ internet service provider or any other third party involved in connecting the Services. You are solely responsible for keeping your hardware devices secure. Novadash will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.
In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Digital Wallet and/or Exchange Accounts must be confirmed by and recorded on the blockchain supporting such Digital Asset. Novadash has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may support complex financial transactions that entail a high degree of risk. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and/or Exchange Accounts and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet and/or Exchange Accounts, to the maximum extent permitted by law.
You further accept, acknowledge and agree that:
We own or are licensed to use, all legal right, title and interest in and to all elements of the Services and all intellectual property rights therein (including, without limitation, designs, systems, methods, information, computer code, software, services , “look and feel”, organization, compilation of the content, data, and all other elements of the Services);
(b) Risk of Digital Assets incl. tokens.
Tokens are experimental and if it becomes necessary, due to any regulatory or legal restrictions, that any features of the tokens be discontinued or removed, we may be required to discontinue or remove those features, with no compensation or refund to You; There are additional risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet and/or Exchange Account; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that Alphaping will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using blockchain technology, however caused.
(c) Risk of software (incl. Smart Contract) weaknesses.
Transactions inputted in Novadash rely on smart contracts stored on various blockchains, tokens generated by the smart contracts, and other nascent software, applications and systems that interact with blockchain-based networks. These blockchain-related services are still in a development stage and thus experimental, speculative, inherently risky and subject to change. There is an inherent risk that the software could contain flaws, weaknesses, vulnerabilities or bugs causing the complete loss of cryptographic assets among other consequences. You are aware of and accept the risks associated with experimental technology such as smart contract systems and, more broadly, blockchain technology. You agree to the automated collection and disbursement of proceeds by smart contracts. You acknowledge and agree that all transactions accessed through the Services will be automatically processed using one or more blockchain-based smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of crypto assets are distributed.
(d) Risk of cryptographic weaknesses.
Blockchains and all software dependent thereon are based on the effectiveness and reliability of cryptographic solutions. However, cryptography is evolving and cannot guarantee absolute security at all times. Advances in cryptography, such as code cracking, or technical advances such as the development of quantum computers, could present risks to all cryptography-based systems including the cryptographic assets. You are aware of the risks of bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks; see point (m) below) and that such risks could disrupt these technologies and even result in a total loss of crypto assets, their market value, or digital funds. Alphaping makes no guarantee as to the security of any blockchain. Alphaping is not liable for any theft, loss, disappearance, destruction or devaluation of cryptographic assets held by the User, hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain. Alphaping makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. You acknowledge that if you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology. You acknowledge that with blockchain technology its entries are immutable, which means, as a technical matter, they cannot be deleted or modified by anyone. This includes smart contracts and crypto assets generated and programmed by smart contracts. THUS, TRANSACTIONS RECORDED ON THE BLOCKCHAIN, INCLUDING TRANSFERS OF CRYPTO ASSETS AND DATA PROGRAMMED INTO THESE ASSETS (SUCH AS REVENUE AND INTEREST ALLOCATIONS), MUST BE TREATED AS PERMANENT AND CANNOT BE UNDONE BY ALPHAPING OR BY ANYONE. YOU MUST BE VERY CAREFUL WHEN YOU FINALIZE ANY TRANSACTION THAT WILL BE RECORDED ON THE BLOCKCHAIN.
(e) Regulatory risk.
The blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may materially adversely affect the development of the Services and the utility of Digital Assets and which may result in the termination, the loss or devaluation of cryptographic assets held by the User. In addition, tokens could be classified as securities in certain jurisdictions. You are solely responsible for any decision to enter into a transaction with us. If it becomes necessary, due to any regulatory or legal restrictions, that any of our 8 Services be discontinued or removed, we may be required to discontinue or remove these Services, with no compensation or refund to You;
(f) Value risk.
Token may experience extreme price volatility, including being worthless immediately after purchase or at some later time; We do not and cannot guarantee there will be any use for, or any particular price available for any token you purchase; We do not make any warranties as to the markets in which Digital Assets are transferred, purchased, or traded and we do not represent or guarantee any outcomes, or any financial return from your acquisition of any Digital.
(g) Risk warning and Forward-Looking Statements.
The value of Digital Assets may go up or down. It is therefore possible that the User will not get back the full amount originally invested. The Services may contain forward-looking statements that are based on various assumptions made by us. Such assumptions are subject to factors which are beyond our control and which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. A positive development of values in the past does not guarantee a positive development of values in the future. Any reference to a past or potential future performance is not and should not be construed as a recommendation or as a guarantee of any specific outcome or profit. Forward-looking statements may in some cases be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of such terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially, and a number of factors may cause our actual results to differ materially from any such statement. Such factors include among others general market conditions, demand for our products, development in reserves and resources, unpredictable changes in regulations affecting our markets, market acceptance of products and such other factors that may be relevant from time to time. While we believe that the expectations and assumptions reflected in the statements are reasonable, any person relying on such information is cautioned that we cannot guarantee future results, levels of activity, performance or achievement. To the fullest extent permitted by law, We do not undertake or agree to any obligation or responsibility to provide the recipient with access to any additional information or to update the Services or to correct any inaccuracies in, or omission from the Website or to update publicly any forward-looking statements for any reason after the fact to align these statements to actual results or to changes in our expectations.
(h) Access at your own risk.
You acknowledge the risks of using the Services. You are solely responsible for any decision to enter into any transaction, including the evaluation of any and all risks related to any such transaction. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. You purchase your Digital Assets and access and/or use the Services entirely at your own risk and understanding and we have not made any representations or warranties as to the Digital Assets acquired by you, including but not limited regarding IT security or any outcomes, any financial return, your uninterrupted, timely or permanently secure access to, or inability to access, or your use of or ongoing availability of the Digital Assets or the other Services. As mentioned above, the Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all he potential risks of using and accessing our Services.
(i) Scope of Services.
Our sole obligation under these Terms is to perform the Services in accordance with these Terms. We are not a bank, securities firm, financial institution, DLT trading facility or agent. Nothing we publish is in any way financial, legal, tax or investment advice to you or any other person. We are not providing and will not provide any fiduciary, advisory, brokerage, exchange, consulting, investment or financial services, nor any legal, tax or financial advice or other similar services to you or any other Person. Novadash is a non-custodial platform and we are not a custodian nor are we involved in the transfer of digital Assets nor are we a financial intermediary for the purposes of Swiss Financial Regulations over your Tokens. We are solely the provider of the Services. Novadash does not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your Digital Wallet and/or Exchange Account, Alphaping cannot assist you to cancel or otherwise modify your transaction or transaction details. Alphaping makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.
You are solely responsible for determining what, if any, taxes apply to your transactions of Digital Assets. Alphaping is not responsible for determining the taxes that apply to Digital Asset transactions.
(k) Risk of loss of private key; Exchange Account.
In general, cryptographic assets can be accessed only through the use of a compatible wallet that contains a private key, a password, and/or other client-provided protection. A significant degree of IT sophistication is required to safely deal in and store Tokens of any kind using a Digital Wallet and you represent that you are knowledgeable in this regard. You understand and acknowledge that your ownership of the Digital Assets remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the transfer of Digital Assets. If the User’s private key file, password, or backup seed are lost or stolen, the cryptographic assets may be irreversibly lost. You are solely responsible for the safekeeping of the private key associated with the blockchain address used to interact with the Protocol. We assume no liability or responsibility for any such risks. You (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and/or Exchange Account; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and/or Exchange Account; (c) know, understand and accept the risks associated with your Digital Wallet and/or Exchange Account; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any Digital Assets you purchase or sell. You further agree that Novadash will have no responsibility or liability for such risks You are solely responsible for the security of your Digital Wallet and/or Exchange Account and for maintaining such security. Any unauthorized access to your Digital Wallet and/or Exchange Account by third parties could result in the loss or theft of any crypto assets, or any funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your Digital Wallet and/or 10 Exchange Account. You further understand and agree that we are not responsible, and you will not hold us accountable, for any unauthorized access to your Digital Wallet and/or Exchange Account. It is your responsibility to monitor your Digital Wallet and/or Exchange Account.
(l) Third-party Services, links and resources.
While using the Services, you may view and/or access Third Party Services. Thus, the Services may contain or in some cases, integrate with our Services, certain Third-Party Services. The Services allow you to discover, track and interact with data generated by compatible third-party blockchain applications of blockchain compatible intermediary services. By clicking on or otherwise accessing a linked website or application while using the Services, you agree to be bound by the terms and conditions of such Third Party Services and we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Novadash provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. We have no influence on the content of Third Party Services and assume no liability with respect to its content. You use all links in Third-Party Services at your own risk. When you leave our Services, these Terms no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain. Networks may thus be subject to so-called “forks”, which are outside of our control. Forks occur when some or all Persons running the network protocol adopt a new protocol or a new version of an existing protocol that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in connection therewith. We do not assume any responsibility to notify you of pending, threatened or completed forks. We will respond to any forks as we determine in our sole and absolute discretion, and We shall not have any duty or obligation or liability to You if such response (or lack of such response) causes any damage to You.
(n) Your conduct.
You agree that you are solely responsible for your conduct in connection with the Service.
As is. The access to the Services, the use thereof and any result as a consequence of actions taken or failed to be taken based thereon are entirely at your own risk. The Services are provided „AS IS“ and „AS AVAILABLE“. To the fullest extent permitted by the applicable law, we and our founders, shareholders, directors, employees, developers related to the Services and Affiliates and licensors DO NOT GIVE (AND HAVE NOT GIVEN OUTSIDE THESE TERMS) ANY GUARANTEE, express or implied, written or oral, regarding the 11 access to or the inability to access the Services and the use of or inability to use or the result of the Services or individual elements thereof and WE DISCLAIM ANY AND ALL LIABILITY ARISING THEREOF and we and the aforementioned Persons shall not be held liable and you release us/them and you agree not hold us/them liable from any damages, including, but not limited to:
(a) damages arising out of or in connection with the Services, these Terms, any communications, interactions or meetings with other Users of the Services,
(b) the cost of procurement of substitute goods or services resulting from any goods, data, information or other elements of the Services purchased or obtained;
(c) damages resulting from unauthorized access to or alteration of your transmissions or data;
(d) damages resulting from statements or conduct of any third party on the Services; or
(e) damages resulting from any other matter relating to the Services based;
whether direct or indirect, incidental, or consequential, including lost profits, goodwill or data that may raise thereof, on any theory of liability, under any cause or action whatsoever in any jurisdiction.
In particular, we do not warrant:
Failure to fulfill any of the above does not constitute a breach of these Terms or otherwise give rise to any liability.
At no point shall we be liable for:
(a) any downtime, interruptions, delays, cancellations, user inability to use the Services or other disruptions.;
(b) Users’ inability to use software;
(c) lost revenues or profits, loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown;
(d) failure to accurately transfer, read or transmit information;
(e) failure to update or provide correct information;
(f) system incompatibility or provision of incorrect compatibility information;
(g) breaches in system security; or
(h) any consequential, incidental, indirect, exemplary, special or punitive damages regardless of whether such damages were foreseeable and whether or not we were advised of the possibility of such damages.
No advice or information, whether oral or written, obtained from Novadash or through the Services will create any warranty not expressly made herein.
Any content downloaded from or otherwise accessed through the Services is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such content.
The Services rely on, and Novadash makes no guarantee or warranties as to the functionality of or access to, any Third-Party Wallet and/or Exchange Accounts and/or smart contracts and Ecosystem Partners to perform any transactions. The use and access of any Third-Party Services, including through the Services, is at your own risk. Novadash shall in no event be under the obligation to inquire into any damages suffered by you.
Force majeure. We shall not be liable for any delay or failure to perform any obligation or deliver results under these Terms resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, epidemics, pandemics, riots, blockages, embargos, sanctions, acts or orders of government, civil or military authorities, fire, floods, storms, earthquakes or other elements of nature, accidents, labor disputes, strikes or other industrial disturbances or electrical or power outages or shortages or shortages of transportation facilities, fuel, energy, labor or materials or utilities or telecommunications failures. Force majeure events include upgrades to networks (e.g. Forks).
Cap on Liability. If the liability cannot be excluded under applicable mandatory law, our maximum aggregate liability shall be CAPPED AT CHF 100 (SWISS FRANCS ONE HUNDRED) and shall in no way include punitive damages. Any claim filed more than one (1) month after the discovery of our alleged liability shall be TIME-BARRED. If any disclaimer and/or limitation in these Terms is deemed invalid, unenforceable or ineffective under the applicable law, such disclaimer and/or limitation shall be deemed modified to apply to the maximum extent permitted by the applicable law.
You warrant and assure us that:
(a) you have all requisite power and authority to execute and implement these Terms and:
(b) You have sufficient knowledge, experience and understanding in business matters to make decisions regarding the selection of service providers and You are capable of evaluating the risks and merits of such selection and the Services in general,
(c) Your payments to us have not been derived from any illegal or unlawful activity and they do not otherwise represent the proceeds of any activities done in violation or contravention of any law;
(d) You will abide by these Terms;
(e) You will not (and will not attempt to):
(f) You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of (non-fungible) tokens generally, including having sufficient experience in dealing with and storing (non-fungible) tokens using a Digital Wallet;
(g) You have all necessary experience, resources, certificates, licenses, permits and approvals to procure or purchase and own and use Digital Assets applicable in your jurisdiction, and that any transactions under these Terms or your use of Digital Assets will be legal under the applicable laws of your jurisdiction;
(h) You have significant experience with and understanding of the use and intricacies of cryptographic tokens and blockchain-based software systems, as well as a functional understanding of and skills in (i) the storage and securely handling of cryptographic private keys in a self-sufficient manner and (ii) the transmission mechanisms;
(i) You can bear the economic risk of using our Services, including the risk of a complete loss of your Digital Assets or their value, without affecting your financial condition;
(j) In case We are organized as a legal entity, You warrant that You are not using the Services for the purpose of making an investment in such legal entity and/or its Affiliates and that our Services:
(k) All information You supply is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures, and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
(l) As far as You are aware, there are no facts, circumstances or other information which:
(m) If we request, you will identify yourself sufficiently and substantiate the source of funds involved in transactions using our Services;
(n) No digital currency transferred to us as part of a purchase price has been derived from any illegal or unlawful activity and they do not otherwise represent the proceeds of any activities done in violation or contravention of any laws and the funds have been taxed in compliance with the applicable tax laws;
(o) You are the lawful owner of any Digital Wallet nominated for delivery of any Digital Asset and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Digital Wallet;
(p) You are not a resident of a country which does not permit by law any Digital Assets and/or Decentralized Protocols YOU HAVE TRUTHFULLY CLICKED THE BOX IN THE POP UP.
(q) Neither you nor any Affiliate nor any of their respective directors, officers, agents or employees are Restricted Parties or acting on behalf of a Restricted Party. For the purpose of this clause:
(r) Each of your warranties in this Section is true and accurate, and not misleading or deceptive as per Effective Date and, except as expressly stated, will be true, accurate and not misleading or deceptive each time any Services are provided to you. You must disclose to us anything that has or will constitute a material breach of one of your warranties in this Section or cause such a warranty to be untrue or inaccurate, as soon as you become aware of it.
You agree to indemnify and hold the Novadash Parties harmless to the fullest extent permitted by law from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:
(a) Your use of, or inability to use, the Services;
(b) Your violation of the Terms;
(c) Your User Content;
(d) Your violation of any rights of another party, including but not limited to any other user of the Services; or
(e) Your violation of any applicable laws, rules, orders or regulations.
Alphaping reserves the right, at its own discretion and at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Alphaping in asserting any available defenses. This provision does not require you to indemnify any of the Novadash Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact 16 in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms and/or your access to the Services.
You are ultimately responsible for ensuring that all relevant laws and regulations are obeyed in the delivery of your own services, if any, to your customers. Depending on the services offered by you, these may include, among others, technologies to assist with: data protection, fraud prevention, anti-money laundering laws, or Know Your Customer (KYC) requirements. Should you fail to comply with these responsibilities to your clients and such failure lead to any detrimental consequences for any Novadash Parties, you shall defend, hold harmless, and indemnify such Novadash Parties on a franc / dollar / Euro per franc / dollar / Euro basis, against all damages resulting from such failure.
Novadash may, but is not obligated to, monitor or review the Services and User Content at any time. Without limiting the foregoing, Alphaping shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates these Terms or any applicable law. Although Novadash does not generally monitor user activity occurring in connection with the Services or Content, if Alphaping becomes aware of any possible violations by you of any provision of these Terms, Novadash reserves the right to investigate such violations, and Alphaping may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove your User Content, in whole or in part, without prior notice to you.
You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Alphaping reserves the right, but has no obligation, to intercede in such disputes. You agree that Alphaping will not be responsible for any liability incurred as the result of such interactions.
You acknowledge and agree that the Services include a feature that permits Users to read any public key associated with a compatible Digital Wallet and/or Exchange Accounts and display all Connected Content such as Wallet Addresses, Transaction Data, Balances of any Digital Assets publicly associated with that Digital Wallet. Alphaping is not liable to you in connection with Alphaping’s or any third party’s use of the Services to view such Connected Content that you have made publicly available. Alphaping DISCLAIMS ANY LIABILITY FOR CONNECTED CONTENT, INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD- PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS AND/OR EXCHANGE ACCOUNTS. Novadash makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Novadash is not responsible for any Connected Content.
These Terms enter into force on Effective Date and remain in full force and effect while you use the Services, unless terminated by You or us in accordance with Section 9.2 and Section 9.3 below.
Novadash is free to terminate (or suspend access to) at any time your use of the Services for any reason in our discretion, including (1) failure to pay the monthly or annual subscription-fee or (2) any other breach of these Terms by you. Novadash has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. If we suspend your use of the Services, you may continue to access your Digital Wallet and/or Exchange Account and/or any funds locked in Smart Contracts directly or through other services not hosted by us. Novadash will not have any liability whatsoever to you for any suspension or termination.
If you want to terminate the Services provided by Novadash, you may do so by ceasing your use of the Services and/or deletion of your User Account with Novadash. You may continue to access your Digital Wallet and/or Exchange Account directly or through other services not hosted by us.
All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, Section 1 (Ownership and Use of Services), Section 4 (Disclaimer; No Liability), Section 5 (Your warranties), Section 6 (Indemnification) and Section 11.10 (Governing Law and Jurisdiction).
If your ability to access the Services or any other Novadash community is discontinued by Alphaping, then you agree that you shall not attempt to access the Services or any Novadash community through use of a different Digital Wallet and/or Exchange Account, Third-Party Account, member name or otherwise. In the event that you violate the immediately preceding sentence, Alphaping reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Gas. There may be associated blockchain fees. All transactions using blockchains require the payment of gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non- refundable. We do not provide any transactional services to Users or deliver, hold, transmit and/or receive payment of crypto assets, nor do we have any influence on gas fees.
Service fee. Novadash may collect a dynamic service fee, which will be collected for any transfer and/or swap of Digital Assets that is performed by using the Novadash interface. The fee will be collected in the native blockchain digital token where the source of the transaction and/or swap will be performed. For the service fee your Digital Wallet and/or Exchange Account will be debited to cover those service fees. You hereby agree that the SERVICE FEES ARE NON-REFUNDABLE and may change at any time without prior notice. You hereby acknowledge that any paid service fee does not guarantee any uninterrupted service availability (see Section 3 Acknowledgments).
Subscription fee. Novadash may collect a monthly and/or yearly subscription-fee. Fees and invoicing may be described in each Order and/or Usage Plan. Unless the Order or Usage Plan provides otherwise, all fees are payable in U.S. Dollars and are due upon invoice issuance. You hereby grant Novadash the right to automatically charge your saved credit card on the day of the invoice issuance. You hereby acknowledge that after 3 failed attempts to charge your credit card, Novadash may limit your access to its services at its sole discretion. Section 9.2 (Termination by Novadash) is reserved.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Alphaping’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We have the right to assign, subcontract, license and sublicense any or all of our rights and obligations hereunder.
If you have any questions, complaints or claims with respect to the Services, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
You may give notice to Novadash at the following address: Alphaping GmbH, Bellerivehöhe 13, 6006 Luzern, Switzerland. Such notice shall be deemed given when received by Novadash by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or, if by email sent and expressly referencing this Section, within 24 hours of confirmed transmission.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any delay or failure in exercising any right shall not constitute a waiver unless such waiver is expressly confirmed in writing.
The set-off of User’s claims against us and/or any of our Affiliates, if any, against claims of us and/or one of our Affiliates against User is completely excluded.
If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, its original meaning, and the remaining portions shall remain in full force and effect.
These Terms are the final, complete and exclusive agreement between you and us with respect to the subject matter hereof and supersedes and merges all prior discussions between you and us with respect to such subject matter.
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Novadash agree that all claims and disputes arising out of or relating to these Terms will be litigated EXCLUSIVELY IN THE COMPETENT COURTS AT THE REGISTERED OFFICE OF ALPHAPING,. You agree that any dispute is personal to you and us and shall only be resolved by an individual litigation and that you will only be permitted to pursue disputes or claims and seek relief against Us on an individual basis, not as a plaintiff or class member in ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. You hereby expressly, irrevocably and unconditionally waive any right you may have (i) to bring a dispute as a class action or 20 any other representative proceeding before the competent court and (ii) to submit or consolidate your claim with those of other claimants. No court shall have the authority to consolidate claims, nor shall it have the power or authority to interpret the legality or enforceability of this Section.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE SUBSTANTIVE LAWS OF SWITZERLAND. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
“Adapter” means the functionality that creates the connection which allows the User to interact with third party services via the Novadash interface.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
“API” means any Application Programming Interface (API) with a set of rules and protocols that allow different software programs to communicate with each other.
“Brand” means a unique identity of a product or service that differentiates it from others on the market.
“Connected Content” means Content that has been created and published by users of a brand’s products or services rather than the brand itself.
“Digital Asset” means any type of Digital Media or Data that has value and can be owned or controlled by an individual or an organization.
„Digital Wallet“ means a Software Program or Online Service that allows individuals to store and manage Digital Assets, such as cryptocurrency or other forms or digital currency, securely and easily.
“Ecosystem Partners” means any third-party software, protocol that connects to or from Novadash.
“Effective Date” means the date on which the User is for the first time accessing and/or using the Services and thereafter each date on which the User is accessing and/or using the Services.
“Exchange Account” means an account with a company or organization that provides users with a centralized platform for buying, selling and trading digital assets, such as cryptocurrencies or other forms of digital currency. “Feedback” has the meaning given to it in Section 1.5.
“Make Available” means providing access to different forms of functions, information of data.
“Novadash Indemnified Party” means a person or entity that agrees to protect another party from any potential losses or damages.
“Novadash Parties” means Novadash, Alphaping, its Affiliates, directors and personnel and its licensors.
“Open Source Software” means a Software that is freely available for anyone to use, modify, and distribute.
“Order” means to arrange or request something in a particular sequence or according to a specific plan.
“Person” means an individual or a legal entity, partnership, business or organization.
“Restricted Party” has the meaning given to it under Section 5 (p). “Sanctioned Country” has the meaning given to it under Section 5 (p). „Services“ has the meaning given to it in the Preamble.
“Third Party Accounts” has the meaning given to it in Section 2.3.
“Third Party Digital Wallets” the meaning given to it in the Preamble.
“Third Party Services” means third-party websites and applications (incl. all content therein and any product or service provided in connection therewith), which are accessed via third- party links. „Terms“ has the meaning given to it in the Preamble.
“Us” has the meaning given to it in the Preamble.
“Usage Plan” means a set of rules and restrictions that determine how a particular service or resource can be used.
“User” has the meaning given to it in the Preamble.
“User Account” the meaning given to it in Section 2.2.
“User Content” means all data and information provided or uploaded by the User to the Services.
“We” has the meaning given to it in the Preamble.
“Website” has the meaning given to it under in the Preamble.