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Terms of Service
Terms of Service
Date Last Revised: [23/10/2023]
These Terms of Service (“Terms”), which can be viewed as an agreement between an individual or entity user or authorized representative of such user (“you”, “your”, “user”) and Ninji Labs, LLC (“NINJI Wallet”, “we”, “us”, “our”), govern your access and use of all versions of the App (as defined below) and the Services (as defined below). The App makes certain software services accessible to user via an unhosted mobile device application and browser extension marketed, advertised, or marked by us with the name “NINJI Wallet” from time to time (the “App”).
By accessing the App and/or using any or all the Services, you accept and agree to be legally bound by these Terms and all the terms incorporated herein by reference.
NINJI Wallet reserves the right to modify or replace any of these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version of these Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Services. Such revised Terms shall be binding on you, and by your continued access and/or use of the App for purposes of participating in the Services, you shall be deemed to agree to and accept the Terms as revised.
THE APP IS DEVELOPED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY NINJI WALLET AND/OR ITS AFFILIATES, AND NINJI WALLET AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS, OR PARTICIPATE IN THE SERVICES, AND MUST CANCEL YOUR ACCESS IMMEDIATELY.
(a) In these Terms, the following words, and expressions, whenever used in this Agreement shall have the respective meanings indicated below:
“INJECTIVE Network” means Injective blockchain - a blockchain where developers can find robust out-of-the-box modules such as a completely decentralized orderbook that can be utilized to build a diverse array of sophisticated applications. Information about Injective Network is available on its official website < https://docs.injective.network/>.
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
“Law” means the laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees of any governmental authority.
“Services” means the services that may be provided by us as defined in Section 4.
“Wallet” means a digital storage component provided by the App, encompassing both the native wallets generated by the App and third-party wallets that can be imported and accessed within the App, for storing, managing, and facilitating transactions involving your Digital Assets stored on the blockchain(s) supported by the App.
(b) Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.
NINJI Wallet is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
(c) NOT FINANCIAL ADVICE: WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE ARE SOLELY THE PROVIDER OF NINJI WALLET AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD.
(a) Wallet registration
You must either import or create a Wallet in order to use NINJI Wallet. When you create a Wallet, you will be assigned a private key. You agree to immediately notify us of any unauthorized use of your private key or any other breach of security of your Wallet. Notwithstanding the foregoing, you acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your private key. When you create a Wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your Wallet. Suggested measures include, but are not limited to, the following: (a) creating a strong unique password that you do not use for any other purpose (i.e. different to your phone password or any other passwords you use for websites, online services, etc.) and leveraging biometric authentication if available; (b) do not store the private key and Secret Phrase in plain text online or in an unsecured physical location; (c) limiting access to your devices and your Wallet; (d) taking all necessary precautions against malware on your devices and networks; and (e) promptly notifying us if you discover or otherwise suspect any security breaches related to your Wallet. Notwithstanding anything to the contrary herein, we shall have no liability whatsoever in connection with activities that occur on your Wallet with or without your authorization.
(b) Payment and Fees
We may charge fees for some or part of the Services we make available to you. We reserve the right to change those fees at our discretion. Fees applicable to the Services or any component of the Services, if any, shall be set forth or displayed in the App from time to time.
You may incur charges from third parties for use of linked services. For example, you may be charged fees via the DApps and/or DEXs that you may access via the App.
(c) Transaction Fees
There may be transaction fees (e.g. mining fees) associated with your virtual currency transactions that are required by INJECTIVE Network or any other blockchain network with which the Services are compatible. You must ensure that you have an adequate balance in your Wallet and/or “gas” to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction fees (i.e. too low or too high) or due to insufficient funds or gas associated with your Wallet address. You further acknowledge and agree that we do not have access to your or anyone else’s transactions.
It is your responsibility to determine what, if any, taxes apply to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any Digital Asset-related transactions.
(e) Ownership and Control
You own and control Digital Assets held in your Wallet. As the sole owner of digital assets in your Wallet, you shall bear all risk of loss of such digital assets. NINJI Wallet shall have no liability for digital asset fluctuations or loss associated with your use of the App. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address.
NINJI Wallet retains all authority over the issuing, maintenance, and closing of the Services. The decision of NINJI Wallet’s management, concerning any use of the Services, or dispute resolution, is final and shall not be open to review or appeal.
(a) Our Services. The App allows you to:
(i) generate Wallet addresses and associated private keys that you may use to send and receive Digital Assets;
(ii) browse and access third party decentralized application(s) (“DApp(s)”) and third party decentralized exchanges (“DEX”) through the mobile application’s web browser;
(iii) swap/trade Digital Assets through DApp functionality made available by third party service provider(s);
(iv) view addresses and information that are part of Digital Asset networks and broadcast transactions;
(v) stake certain Digital Assets in a third party ‘proof of stake’ network through staking services (“Staking Service”);
(vi) view Digital Asset price information made available by third party service provider(s); and
(vii) broadcast Digital Asset transaction data to INJECTIVE Network or any other blockchain network supported by NINJI Wallet without requiring you to download or install the associated blockchain-based software to your local device;
(viii) additional functionality as NINJI Wallet may add to the App from time to time.
(b) Wallet Address, Private Key, and Backup Capabilities
An encrypted backup of certain information associated with your Wallet can be stored on eligible devices. The private key is associated with the Wallet address and, together, they can be used to authorize the transfer of Digital Assets to and from that Wallet address. You are solely responsible for the retention and security of your private key and any mnemonic phrase (“Secret Phrase”) associated with your Wallet. Your Secret Phrase is the only way to access the Digital Assets associated with your Wallet. Anyone that has access to your Secret Phrase can access your Digital Assets. You must keep your Wallet address, Secret Phrase, and private key access information secure. It is very important that you backup your private keys, backup phrases or passwords. Failure to do so may result in the loss of control of Digital Assets associated with your Wallet. You acknowledge and agree that we do not receive or store your Wallet password, encrypted private key, unencrypted private key, or Secret Phrase associated with your Wallet. We cannot generate a new password for your Wallet if you fail to remember your original password. If you have not safely stored a backup of any Wallet address and private key pairs maintained in your Wallet, you accept and acknowledge that any Digital Assets you have associated with such Wallet address will become inaccessible. You agree that NINJI Wallet and its affiliates shall have no responsibility or liability whatsoever in the event you are unable to access your Wallet for any reason including without limitation your failure to keep your Wallet address, Secret Phrase and private key information secure.
(c) Use of Third Party Materials
If you access or use DApps or DEX, including, without limitation, DApp functionality embedded within the Services such as the trade/swap Digital Assets function (“Third Party Materials”), you acknowledge and agree that:
(i) NINJI Wallet makes no warranties or representations, express or implied, about such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them, the suitability of their products or services, or the assets they make accessible;
(ii) NINJI Wallet is not responsible for your access or use of Third Party Materials and shall have no liability whatsoever in connection with your use of Third Party Materials, including, without limitation, any transactions you dispute;
(iii) the limits of amounts that you may exchange via Third Party Materials per day shall be subject to any requirements of the third-party developed smart contracts;
(iv) blockchain operations are irrevocable meaning when you conduct any transactions via Third Party Materials, you shall be solely responsible for the consequences of any issues associated with such transactions, including, without limitation, your transfer to an incorrect address or problems associated with the node servers selected by you;
(v) when you use Third Party Materials, third-party developed smart contracts may charge you handling fees and/or service fees and any information displayed on NINJI Wallet relating to such fees are for your reference only as NINJI Wallet cannot and does not guarantee its accuracy, applicability, reliability, integrity or appropriateness, nor shall NINJI Wallet be liable for any loss or damage that may be caused directly or indirectly by your use of these contents; and
(vi) NINJI Wallet may, in its discretion, charge such fees at any time in the future. Any updated fees will apply to any transaction that occurs following the effective date of the updated fees.
(d) Use of Staking Service
If you access or use the Staking Service, a third party may stake certain Digital Assets on your behalf (“Staked Digital Assets”), acting as a transaction validator on INJECTIVE Network or any other blockchain network supported by the App. If a block of transactions is successfully validated using such Staked Digital Assets, a reward is granted by that network (“Staking Reward”). You acknowledge and agree that NINJI Wallet is not responsible for: (i) your use of the Staking Service and shall have no liability whatsoever in connection with your use of the Staking Service; (ii) ensuring Staking will occur on a continuous basis; and (iii) ensuring any particular Digital Asset will be staked or will continue to be staked.
(e) Digital Asset Transactions
In order for all proposed Digital Asset transactions to be completed, they must be confirmed and recorded in INJECTIVE Network or Digital Asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using the App, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive Digital Assets; and (iv) any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any Digital Asset.
(f) Accuracy of Information Provided by User
You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Digital Asset transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Digital Asset.
(a) The prices and liquidity of cryptocurrency assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Digital Assets made available through the Services, which may also be subject to significant price volatility. We cannot guarantee that you will not lose money and have no responsibility to you for any such loss.
(b) There are 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, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. You accept and acknowledge that NINJI Wallet will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused.
(c) The regulatory regime governing blockchain technologies, cryptocurrencies, and digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Services.
(d) The Services may rely on third-party apps to perform transactions with respect to any digital assets. If we are unable to maintain a good relationship with such app providers; if the terms and conditions or pricing of such app providers change; if we violate or cannot comply with the terms and conditions of such apps; or if any of such apps loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.
(e) You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange may lose some or all of their value and you may suffer loss due to the fluctuation of prices of Digital Assets and/or significant price slippage and cost. You understand that anyone can create a Digital Asset, including fake versions of existing Digital Assets and Digital Asset that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other Digital Asset. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Services.
(a) The party that is legally bound by these Terms (and that is identified in these Terms as ‘you’) is either the individual who accepted these Terms (the “Signatory”); or the individual or entity, if any, that legally authorized the Signatory to accept these Terms on its behalf (the “Principal”).
If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions under Section 6(b) below or (ii) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.
(b) To be eligible to access and/or use the Services, you must satisfy each of the following conditions (the “Eligibility Conditions”):
If you are an individual:
(i) you must be at least 18 years old or above the minimum age in your jurisdiction to have the legal capacity to enter into contracts and to use the Services;
(ii) you are not a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in (i) North Korea, Iran, Syria, Cuba, People’s Republic of China, United States of America or its territories or possessions; or (ii) any country (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and
(iii) You are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.
If you are an entity:
(i) you are duly organized and validly existing under the applicable laws of the jurisdiction of your organization;
(ii) you have authorized your Signatory to accept these Terms on your behalf;
(iii) you are not a resident for tax purposes of, you do not have a domicile in, and you are not physically located in (i) North Korea, Iran, Syria, Cuba, People’s Republic of China, United States of America or its territories or possessions; or (ii) any country or jurisdiction (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the Laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and
(iv) You are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.
You can only use our Services if permitted under the Laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that your accessing, using the Services are not prohibited, restricted, or regulated by any law or regulation applicable to you. You are solely responsible (i) to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and (ii) to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.
You are accessing and/or using the Services as principal and for your own account, and not as nominee or agent for, or for the account of, any other person.
(c) If you do not fully satisfy each of the Eligibility Conditions at all times from the time that you accept these Terms, then you may not, and you agree not to, access to and/or use the Services. If you access to and/or use the Services notwithstanding that you do not meet each of the Eligibility Conditions, you acknowledge that (a) your access to and/or use the Services is a breach of these Terms, and (b) you access to and/or use the Services at your own risk. You acknowledge and agree that NINJI Wallet will not be liable to you or any other party arising from or in connection with your access to and/or use the Services if you do not meet each of the Eligibility Conditions.
(d) NINJI Wallet may require you to provide certain information to confirm your satisfaction of the Eligibility Conditions and to complete the transactions related to the Services. If you do not provide the required information, then you may be unable to use the Services. NINJI Wallet’s request for, and your provision of, any information from you, and any actions or decisions NINJI Wallet may take based on that information, do not affect your obligations under this Section 6.
(a) Proprietary property of NINJI Wallet
The Services, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the NINJI Wallet logo and all designs, layouts, displayed, technical information, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of NINJI Wallet or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
“NINJI Wallet” name, logo, trademarks, and any NINJI Wallet product or Services names, designs, logos, and slogans are the intellectual property of NINJI Wallet or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “NINJI Wallet” or any other name, trademark, or product or Services name of NINJI Wallet or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the Services mark, trademark, or trade dress of NINJI Wallet and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
All other third-party trademarks, registered trademarks, and product names mentioned on the Services or displayed on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by NINJI Wallet.
As long as you agree to and comply with the present Terms, we grant you a non-exclusive, non-sublicensable and non-transferable license to use the App for your personal use or internal business use only. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the App; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the App; (c) use the App for the benefit of any third party; (d) incorporate the App into a product or service you provide to a third party without our prior written consent; (d) circumvent mechanisms in the App intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, including images and texts, underlying ideas, algorithms, file formats or non-public APIs to the App, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the App (h) use the App for competitive analysis, as part of any other software or project of any kind or to build competitive products.
(c) License to NFT Content
You may be able to store non-fungible tokens (“NFTs”) on your Wallet. You hereby represent and warrant that you own all legal right, title in and interest to, including all intellectual property rights to the content associated with the NFT (“NFT Content”), or you are legally authorized by the owner of the intellectual property in the NFT Content to store the NFTs on your Wallet. You retain all rights to the NFT Content except for rights expressly granted herein. By using the App, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) the NFT Content in any and all media or distribution methods (now know or later developed) solely as required to be able to operate and provide services of NINJI Wallet. We do not monitor the NFTs and NFT Content stored on your Wallet for any infringement of a third party’s intellectual property rights. Accordingly, we assume no liability for any action regarding any content provided by you. You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to NFTs, and you represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation made by us in relation to any transfer or interaction otherwise with any NFTs. If you have a dispute in relation to the NFTs and/or NFT Content, you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You agree not to do any of the following:
(a) Impersonate someone or use or attempt to use another user’s Wallet without authorization or use our Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it;
(b) Take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure;
(c) Access or use the Services to copy, modify, or create derivative works of the Services or any related software or code, or reverse engineer, disassemble, decompile, decode, adapt, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the Services, or otherwise attempt to derive or gain access to any software component of the Services, including those of third parties.
(d) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.
(e) Impersonate or misrepresent your affiliation with any person or entity.
(f) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services).
(g) Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services.
(h) Violate, misappropriate or infringe the rights of NINJI Wallet, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights.
(i) Facilitate or assist another person to do any of the above acts.
By using the Services, you further represent, warrant and covenant that:
(a) Any Digital Assets you transfer via the Services have been legally obtained by, and belong to, you;
(b) You will not provide any false, inaccurate or misleading information while using the Services, or engage in any activity that operates to defraud NINJI Wallet, other users of the Services, or any other person or entity;
(c) You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
(d) Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets;
(e) You will pay all fees necessary for interacting with INJECTIVE Network, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services; and
(f) You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not download the App or use the Services if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless NINJI Wallet, and our affiliates, officers, directors, agents, partners and employees (individually and collectively, the “NINJI Wallet Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use of misuse of the Services, (b) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or applicable law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify NINJI Wallet Parties of any third-party Claims, cooperate with NINJI Wallet Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the NINJI Wallet Parties will have control of the defense or settlement, at NINJI Wallet’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NINJI Wallet.
If NINJI Wallet is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section 10, you agree to reimburse NINJI Wallet its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.
THE SERVICES LISTED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NINJI WALLET EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NINJI WALLET MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE AT ANY TIME OR IN ANY GEOGRAPHIC LOCATION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. NINJI WALLET MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE SERVICES WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION. NINJI WALLET CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD NINJI WALLET RESPONSIBLE FOR ANY BREACH OF SECURITY.
NINJI WALLET MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF INJECTIVE NETWORK, OR THAT INJECTIVE NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON INJECTIVE NETWORK, OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES/JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS INJECTIVE NETWORK AND THIRD PARTY DECENTRALIZED EXCHANGES. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. NINJI WALLET SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ANY DIGITAL TOKEN OR DIGITAL ASSET ON INJECTIVE NETWORK OR ANY OTHER NETWORK, AND NINJI WALLET MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: (I) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS IN THE PROCESSING OF DIGITAL ASSETS THAT YOU MAY EXPERIENCE WHILE USING THE SERVICES; (II) THE RISK OF FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS; (III) THE RISK OF MALICIOUS SOFTWARE BEING INTRODUCED OR FOUND IN THE SOFTWARE UNDERLYING NINJI WALLET; (IV) THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET, INCLUDING, BUT NOT LIMITED TO YOUR WALLET ADDRESS, PRIVATE KEY, AND SECRET PHRASE; AND (V) THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE APPLICABLE BLOCKCHAIN NETWORKS.
YOU UNDERSTAND THAT INJECTIVE NETWORK (AND ALL OTHER NETWORKS WITH WHICH THE SERVICES MAY BE COMPATIBLE) REMAINS UNDER DEVELOPMENT, WHICH CREATES TECHNOLOGICAL AND SECURITY RISKS WHEN USING THE SERVICES IN ADDITION TO UNCERTAINTY RELATING TO DIGITAL ASSETS AND TRANSACTIONS THEREIN. YOU ACKNOWLEDGE THAT THE COST OF TRANSACTING ON INJECTIVE NETWORK IS VARIABLE AND MAY INCREASE AT ANY TIME, THEREBY IMPACTING ANY ACTIVITIES TAKING PLACE ON INJECTIVE NETWORK, WHICH MAY RESULT IN PRICE FLUCTUATIONS OR INCREASED PRICES FOR USING THE SERVICES.
USE OF THE SERVICES, IN PARTICULAR FOR TRADING DIGITAL ASSETS, MAY CARRY FINANCIAL RISK. DIGITAL ASSETS ARE, BY THEIR NATURE, HIGHLY EXPERIMENTAL, RISKY, AND VOLATILE. TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE SERVICES ARE IRREVERSIBLE, FINAL AND THERE ARE NO REFUNDS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL ACCESS AND USE THE SERVICES AT YOUR OWN RISK. THE RISK OF LOSS IN TRADING DIGITAL ASSETS CAN BE SUBSTANTIAL. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE BEEN, ARE, AND WILL BE SOLELY RESPONSIBLE FOR MAKING YOUR INDEPENDENT APPRAISAL AND INVESTIGATIONS INTO THE RISKS OF A GIVEN TRANSACTION AND THE UNDERLYING DIGITAL ASSETS. YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, MARKET SOPHISTICATION, PROFESSIONAL ADVICE, AND EXPERIENCE TO MAKE YOUR EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION CONDUCTED IN CONNECTION WITH THE SERVICES OR ANY DIGITAL ASSET. YOU ACCEPT ALL CONSEQUENCES OF USING THE SERVICES, INCLUDING THE RISK THAT YOU MAY LOSE ACCESS TO YOUR DIGITAL ASSETS INDEFINITELY. ALL TRANSACTION DECISIONS ARE MADE SOLELY BY YOU. NOTWITHSTANDING ANYTHING IN THESE TERMS, WE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR, AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH, YOUR USE OF THE SERVICES FOR PERFORMING DIGITAL ASSET TRANSACTIONS.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICES OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS, YOU, FOR AND ON BEHALF OF ALL NATURAL AND LEGAL PERSONS WHO MAY CLAIM THROUGH OR UNDER YOU, ON YOUR BEHALF, OR OTHERWISE IN RESPECT OF YOU, RELEASE AND FOREVER DISCHARGE NINJI WALLET AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, ATTORNEYS, AND ADVISERS, AND ALL OF ITS AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, WHETHER UNDER COMMON LAW, STATUTORY, CONTRACTUAL, TORTIOUS, EQUITABLE, OR OTHERWISE, AND ALL LOSSES, DAMAGES, TAXES, LIABILITIES, COSTS, AND EXPENSES, WHICH YOU HAVE, EVER HAD, MAY HAVE, OR HEREAFTER MIGHT HAVE, WHETHER KNOWN OR UNKNOWN, NOW EXISTING OR WHICH MIGHT ARISE OR ACCRUE HEREAFTER, RELATING TO OR ARISING FROM THE MATTERS LISTED IN THIS SECTION.
IN NO EVENT SHALL NINJI WALLET BE LIABLE FOR ANY LOSSES REALIZED OR DEMANDED OF USERS RELATED TO USERS’ ACCESS TO OR USE OF THE SERVICES, INCLUDING ANY LOSSES FOR INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF NINJI WALLET FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO NINJI WALLET FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NINJI WALLET, AS APPLICABLE.
IN NO EVENT SHALL NINJI WALLET NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO: ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN NINJI WALLET SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; AND (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE LIMITATIONS OF LIABILITY IN THIS SECTION PROTECT NINJI WALLET’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, AND REPRESENTATIVES OF NINJI WALLET AND ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, TO THE SAME EXTENT THAT NINJI WALLET IS PROTECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR SOME TYPES OF DAMAGES. TO THAT END, THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY ARE TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE TO WAIVE ALL RIGHTS TO ASSERT ANY CLAIMS UNDER APPLICABLE LAWS AND REGULATIONS AND YOU AGREE THAT YOU MAY MAKE CLAIMS BASED ONLY ON THESE TERMS.
YOU ACKNOWLEDGE THAT NINJI WALLET HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NINJI WALLET.
We are always working to improve the App, so our products and Services may change over time. We may suspend or discontinue any part of NINJI Wallet, or we may introduce new features or impose limitations on certain features or restrict access to part or all the App.
We want to address your concerns without needing a formal legal case. Before filing a claim against NINJI Wallet, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at <[email protected]>. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with NINJI Wallet and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and NINJI Wallet agree that any dispute arising out of or related to these Terms, or our Services is personal to you and NINJI Wallet and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for claims disputes in which you or NINJI Wallet seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and NINJI Wallet waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes shall be submitted to the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings shall be conducted virtually. You and NINJI Wallet agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.
(c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, NINJI Wallet, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(d) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and NINJI Wallet will not have the right to assert the claim.
(e) If any portion of this section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.
Notwithstanding the foregoing, we may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party Services provider at our sole discretion, at any time and without notice to you. Such suspension or termination shall not constitute a breach of these Terms by NINJI Wallet. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
You may disconnect your Wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 1, 5, 6, 7, 8, 9, 10, 11, 13, 14, 16, 17, 18, 19, 20 and 21.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
You agree that a breach of these Terms will cause irreparable injury to NINJI Wallet for which monetary damages would not be an adequate remedy and NINJI Wallet shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
These Terms constitute the entire agreement between you and NINJI Wallet relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of NINJI Wallet, and NINJI Wallet’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.