PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE APPLICATION.
These Terms of Use (“ToU”) form a binding legal agreement between NM Technology LLC trading as Newmoney AI (“Newmoney,” “we,” “us,” or “our”) and you (“you” or “User”) (both being individually referred to as their denomination above or as a Party and together as the Parties). These ToU govern your use of the platform offered by Newmoney (the "Application") and the financial management services, applications, and provided through the Application either by Newmoney (the "Newmoney Services") or by third parties (the "Utilities") as well as any services that may be introduced through the Application from time to time.
Depending on the type of Services provided to you, the Services are provided by Newmoney or third parties; each company being responsible for the provision of its own Services. Each Service is subject to the terms and conditions of the company providing the Service.
By accessing the Application and using the Utilities, you agree that you have read, understand, and accept all of the terms and conditions contained in these ToU.
In addition to these ToU, you agree that you have read, understand, and accept the following policy of Newmoney and, where applicable, third parties' terms and conditions, which are hereby incorporated by reference into and integral made part of these ToU:
It is agreed as follows:
"Affiliate"
Any company or legal entity which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control of a party during the term of this agreement. For the purpose of this definition, the term control, controlled by and under common control with, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, through ownership of a majority of voting securities.
"Application"
the technical platform operated by Newmoney used to offer the Services.
"Backup Phrase"
A unique set of words generated by your wallet that grants you access to cryptocurrencies on your wallet. The Backup Phrase allows you to recover your wallet and cryptocurrencies if you lose your password.
"Business daye"
all days of the week, except for Saturdays, Sundays and official national holidays.
"Commercial
Partner(s)"
the third parties providing the Utilities.
"Cookie Policy"
the cookie policy of Newmoney as made available on the Website.
"Credentials"
your personalised username, password allowing you to identify yourself to access and use the Application and the Services.
"Digital Asset"
your digital assets in the Application. Newmoney is only capable of supporting certain digital assets. A non-exhaustive list of supported digital assets and compatible with the Application is available in the Application.
"Digital Cash"
a digital token issued by Newmoney that operates on a blockchain solely operated by Newmoney for the purpose of the settlement of Digital Cash transfers; Digital Cash is fully backed by at least an equivalent amount of stablecoins, the USDC. This means that for every Digital Cash issued by Newmoney and remaining in circulation, Newmoney will hold on behalf of Users an equivalent amount of USDC in non-custodial smart contracts hosted on the blockchain. Digital Cash is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the Digital Cash holder.
"Data Protection Legislation"
means all applicable laws and regulations relating to or impacting on the processing of personal data and privacy enacted in the countries where the data originated from and/or is processed.
"Effective Date"
the date on which these ToU takes effect, i.e. when the Client starts using Newmoney Services.
"Force Majeure"
the circumstances or events beyond the reasonable control of a Party and that could not reasonably have been foreseen, and that prevent the total or partial carrying out of any obligation under these ToU or any agreement or document further thereto, including but not limited to acts of God, utilities, power surges or other telecommunications network failures, cyber-attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war. strikes, and a Force Majeure event within the meaning of these ToU preventing a supplier of Newmoney to comply with its contractual obligations towards you.
"Intellectual
Property Rights"
all patent rights, copyrights, neighbouring rights, database rights, design rights, trade mark rights, trade name rights and rights to know how and domain names, and all (other) (rights in respect of) (registered or unregistered) patents, inventions, works, writings, databases, designs, models, trademarks, trade names and domain names, concepts, processes/methods, technologies, systems and rights to know how, including any and all applications thereto and the right to file such applications.
"Newmoney
Services"
the services provided through the Application by Newmoney.
"On/Off Ramp"
the exchange Utility service that facilitates the conversion between fiat currencies and cryptocurrencies as further described under clause 3.3(a) of these ToU.
"Party and/or
Parties"
Newmoney and/or you.
"Privacy Policy"
the privacy policy of Newmoney as made available on the Website.
"Service"
all the services provided by both Newmoney and the Commercial Partners.
"Supported Jurisdiction(s)"
the jurisdictions in which services are available. A list of supported jurisdictions is available atSupported Countries | Transak.
"Swap"
the Utility service which enables the direct exchange of one cryptocurrency to another as further described under clause 3.3(b) of these ToU.
"User" / "you" / "your"
you, in your capacity as the user of the Application and/or the Services provided by Newmoney.
"Website"
means the following website https://newmoney.ai
This Agreement sets forth the general terms and conditions pursuant to which Newmoney or the Commercial Partners will supply to you and you will obtain from Newmoney or the Commercial Partners the Services. This Agreement will apply to all Basic Services, and to the extent that they are not contrary to any Commercial Partner's terms and conditions, to the Additional Services.
This Agreement sets forth the general terms and conditions pursuant to which Newmoney or the Commercial Partners will supply to you and you will obtain from Newmoney or the Commercial Partners the Services. This Agreement will apply to all Basic Services, and to the extent that they are not contrary to any Commercial Partner's terms and conditions, to the Additional Services.
3.1 The Application and the Services
The Application is an online website and mobile application portal providing Users with a wide range of Services. The Services are a package of both the Newmoney Services and the Utilities that assist you in managing cash, stocks, and cryptocurrencies.
3.2 Newmoney Services
The Newmoney Services are provided by Newmoney and include the following Services:
(a) Non-Custodial Wallet:
Newmoney provides you with a non-custodial mobile application and online wallet software, for digital assets such as cryptocurrencies. This means that you are solely in control of and responsible for your Digital Assets and private keys You expressly acknowledge and agree that as Newmoney provides non-custodial wallet software, you are solely responsible for your activity and any risk of loss at all times. The Non-Custodial Wallet allows you to:
If you lose your private keys and have not enabled recovery storage, it will not be possible to recover your private keys and you may lose access to your cryptocurrencies. Newmoney will not be liable for any loss or damage arising from your failure to keep your private keys secure.
(b) Display your Digital Assets:
Newmoney allows you to view the balance of your Digital Assets that you hold in self-custody on your wallet. Newmoney does not hold or take custody of your Digital Assets which are stored directly in the blockchain though.
Allow for transfer of the Digital Assets to the other users of Application via the blockchain integrated protocol/smart contract subject to acceptance of such transfer by the recipient of the Assets.
( c ) Display your Digital Cash:
Newmoney allows you to view the balance of your Digital Cash in the blockchain and track the transfers you made. Newmoney does not hold or take custody of your Digital Cash which are stored directly in the blockchain operated by Newmoney via the blockchain integrated protocol/smart contract subject to acceptance of such transfer by the recipient.
Newmoney does not hold nor take custody of any of your Digital Cash but solely provides an interface that allows you to interact with Newmoney users & the third-party’s platform protocols. Digital Cash can only be used peer to peer between Newmoney users in this closed environment.
Newmoney is not capable of performing transfer, purchase and sale of the Digital Cash on your behalf. The interactions are not under the control of or affiliated with Newmoney.
3.3 The Utilities are provided by the Commercial Partners.
For the purposes of using the Utilities, the User will be redirected to the website or online platform of the relevant Commercial Partners.
The Utilities include the following Services, depending on your needs and as further described on the Application:
(a) On/Off Ramp:
The Application allows you to use the service provided by our Commercial Partner, Transak, to purchase and sell cryptocurrencies. Through the On/Off Ramp section of the Application, you can access Transak's services to place an order with Transak to either buy or sell cryptocurrencies available on Transak's platform against fiat currencies.
Newmoney does not hold nor take custody of any of your Digital Assets but solely provides an interface that allows you to interact with the platform of Transak. Newmoney is not capable of performing transactions or sending transaction messages on your behalf.
By using the On/Off Ramp services, you agree that you have read, understand, and accept all of the terms and conditions contained in the terms of service and other applicable documentation provided on Transak's website, which is available here: https://transak.com/
(b) Swap :
The Application allows you to use the service provided by our Commercial Partner, LI.FI, to exchange a cryptocurrency for another without the involvement of any crypto-to-fiat exchange. The Swap section within Application allows you to access LI.FI's services to place an order executed by Li.Fi to swap cryptocurrencies available on the platform of Li.Fi .
Newmoney does not hold nor take custody of any of your tokens but solely provides an interface that allows you to interact with the platform of LI.FI. Newmoney is not capable of performing transactions or sending transaction messages on your behalf. All transactions relating to the Swap are executed and recorded solely through the User’s interactions with the respective protocol of LI.FI. The interactions are not under the control of- or affiliated with Newmoney.
( c ) By using Swap, you agree that you have read, understand, and accept all of the terms and conditions contained in the terms of use and other applicable documentation provided on Li.Fi's website, which is available here: https://li.fi/
(d) Digital Cash:
The Application allows you to use the service provided by our Commercial Partner, Aave Labs to deposit USDC through non-custodial interactions with Aave’s open source protocol and lock USDC in a smart contract and mint a corresponding Digital Cash on the relevant blockchain. Yield generation is managed by Aave according to its terms and conditions. Newmoney does not hold or take custody of your funds, nor does it directly manage staking or yield-generating activities.
Newmoney disclaims any responsibility for the performance, security, or risk associated with Aave’s yield generation, and you acknowledge that yield is subject to Aave’s protocol dynamics and market conditions.
By using Digital Cash, you agree that you have read, understand, and accept all of the terms and conditions contained in the terms of use and other applicable documentation provided on Aeve.com's website, which is available here:https://aave.com.
3.4
The provision of Utilities is subject to the terms and conditions of the Commercial Partners. These ToU remains applicable to the provision of the Utilities provided that they are not contrary to the terms and conditions of the Commercial Partners. Newmoney is not liable for the Utilities. These Utilities are provided under the sole responsibility of the Commercial Partners.
The Services and the functionalities of the Application may vary depending on the options you selected on the Application. Please refer to the explanations provided on the Application for more details on the functions and services available.
Newmoney will use reasonable care and judgment to provide the Services in accordance with the terms of these ToU.
Information may be added or deleted from the Application, and both the Application and the Information may be modified without notice. Newmoney reserves the right to modify the Application, the website or any other media it controls, their access modalities and their content.
You are solely responsible for ensuring that each person having access to the Services and the Application is authorised by you to do so.
4.1 In certain Utilities, including On/Off Ramp, Swap and Digital Cash, you may view, have access to, and may use the informational content, products, or utilities of one or more Commercial Partners or their subcontractor(“Commercial Partner Content'' and “Utilities'').
4.2In each such case, you agree that you view, access or use such Third Party Content and Utilities at your own election. Your reliance on any Commercial Partner Content and use of respective utilities in connection with the Utilities is governed by (a) these ToU and (b) will also generally be subject to separate terms and conditions set forth by the applicable Commercial Partner Content provider.
4.3Those terms and conditions of the respective Commercial Partner Content provider may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. In addition to the terms and conditions of the respective Commercial Partner Content provider, a privacy policy may also be applicable. It is your responsibility to understand the terms and conditions of the Commercial Partner Content provider, including how those service providers use any of your information under their privacy policies.
4.4Commercial Partner Content is provided for your convenience only. We do not verify, curate, or control Commercial Partner Content. We do not control Commercial Partner Content or Utilities. As a result, we do not guarantee, endorse, or recommend such Commercial Partner Content or Utilities to any or all Users, or the use of such Commercial Partner Content for any particular purpose.
4.5You access, or choose to rely upon or use any Commercial Partner Content is at your own risk, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Newmoney disclaims all responsibility and liability for any losses and damages on account of your reliance upon or use of such Commercial Partner Content. We have no responsibility for Commercial Partner Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction.
4.6Any interaction, problem or correspondence with any Commercial Partner Content provider is solely between you and that Commercial Partner Content provider.
4.7We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Commercial Partner Content at any time without any notice.
5.1Terms of use
Access to and use of the Application and Services is only allowed for natural persons having the legal capacity to consent and agree to be bound by these ToU or legal persons validly incorporated or organised. The Services may not be available in every country or other languages than English. You represent and warrant that you are a person currently or ordinarily located or resident in (or incorporated or organised) in one of the Supported Jurisdictions;
By accessing the Application, you represent and warrant that you:
The availability of the different services and functionalities offered through the Application can vary from time to time, among others (but not limited to) depending on the speed of your internet connection, technical reasons, maintenance, updates or by a decision of Newmoney.
You accept all the limitations that Newmoney could put in place in the use of the Application and the Services.
Newmoney may interrupt, temporarily or not, all or part of the Services without prior notice either provided by Newmoney or a Commercial Partner.
No indemnities shall be granted in case of temporary or permanent interruption of the Services offered through the Application or by a Commercial Partner.
5.2Wallet creation
To access the Application and use the Services, you must create a wallet. Upon the creation of your wallet, you must provide a valid e-mail address (personal to you) and also determine your private key (password). The preservation of its confidentiality falls under your sole responsibility, and you shall not disclose your private key to any other person (including your spouse/partner, family members or friends).
All information you provide during the signup process or any time thereafter must be accurate and truthful. When creating your wallet, you must provide current, complete, and accurate information for all required elements on the creation page, including your full legal name and the legal name of your organisation. You also agree to provide us any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. You permit us to keep a record of such information and authorise us to make the inquiries, whether directly or through third parties, that we consider necessary or desirable to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
5.3Continuity of the Application YOUR OBLIGATIONS WHEN USING THE APPLICATION
Newmoney shall use all commercially reasonable efforts to ensure the continuity of the availability of the Application and the Services related thereto. However, it may suspend the access to the Application, without notice or compensation, for the purpose of maintenance or for any urgent circumstances (including in case of fraud or suspicion or risk of fraud). Even though Newmoney will in principle notify you as soon as reasonably possible of any interruption, Newmoney cannot be held liable for any compensation in the case of the absence of such a notification.
Newmoney cannot guarantee the continuous, uninterrupted or error-free functioning of the Application. The Application may be delayed, unavailable or inaccurate from time to time due to a variety of factors, including location, speed of the internet connection, technical reasons, maintenance or updates.
5.4You must use the Services and the Application in accordance with their purpose. If the Services are used to set up and manage illegal projects, Newmoney reserves the right to take any legal action to repair the damage it suffered in relation therewith.
5.5You must use the Services and the Application in accordance with all guidelines and instructions from Newmoney.
5.6You must notify Newmoney without undue delay on becoming aware that your credentials, private keys or Back Phrase have or may potentially have been breached or disclosed to any unauthorised person, or of any possible unauthorised access to your account.
In addition, you shall not
5.7In the event of unauthorised use of the Services, or the violation of these ToU and more generally of any applicable law, You undertake to compensate Newmoney and all the parts having undergone a harm caused by these acts.
5.8You agree to access the Application by using recent virus-free equipment.
6SECURITY
6.1The Services contain an automated data processing system. Any fraudulent access to the latter or to the Application is prohibited and penalised, as is the fraudulent introduction, deletion or modification of data.
6.2Newmoney shall use its best efforts to secure the Application and Services, the User bearing in mind the complexity of the Internet. In case of fraudulent access causing harm to one of its Users, Newmoney will not be held responsible insofar as it has put in place security measures in line with the generally accepted standards in the market, proportional to the level of criticality of the stored data.
You agree to take all appropriate measures to protect your own data and / or software from contamination by possible viruses on the Internet network.
You should avoid using computers and mobile phones that are accessible to the public, taking into account the risks inherent in this type of access and, in particular, the possibility of compromising the security of your private keys.
You are solely responsible for the use and implementation of appropriate means of security, protection and safeguard of your equipment and private keys. Among others, we strongly recommend that you regularly update your software and at all times maintain an up-to-date anti-virus.
Furthermore, you guarantee Newmoney against any claim that could potentially be made against Newmoney by third parties on the grounds that access to third party systems would not be authorised.
6.3You can decide to store an encrypted backup of certain information associated with your wallet on eligible devices. Your 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 keys and any Backup Phrase associated with your wallet. You must keep your wallet address, Backup Phrase, and private key access information secure. It is very important that you backup your private keys, Backup Phrases or passwords. If you fail to do so, this could 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 Backup 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. Accordingly, we 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, Backup Phrase and private key information secure.
6.4If you choose not to store your encrypted private keys, private keys will be only stored by you. You are solely responsible for keeping your private keys secure. You acknowledge and agree that you assume all risks related to or arising from the use of the Services and you are solely responsible for maintaining the confidentiality and security of your private keys. At the creation of a new wallet, we strongly recommend you to take precautions in order to avoid loss of access to and/or control over your wallet. We recommend you, among others, to write down your Backup Phrase and store it in an offline place only available to you, not to store the private key and Backup Phrase in plain text online or in an unsecured physical location, to restrict the access to your devices and your wallet, to promptly notify us if you discover or otherwise suspect any security breaches related to your wallet. Notwithstanding the foregoing, we shall have no liability whatsoever in connection with the activities that occur on your wallet with or without your authorization. If you lose your private keys and have not enabled recovery storage, it will not be possible to recover your private keys and you may lose access to your cryptocurrencies. Newmoney will not be liable for any loss or damage arising from your failure to keeping your private keys secure.
INTELLECTUAL PROPERTY RIGHTS
1.1General
The Services are granted by Newmoney to you under a right of use as expressly set forth in these ToU and, as the case may be, the terms of conditions of the Commercial Partners. Nothing herein will be interpreted or construed as a sale, transfer or assignment of the Application or the Services, or of any Newmoney Intellectual Property Right. You will have no right in or to the Application and the Services, except as expressly granted herein, and Newmoney retains all Intellectual Property Rights in and to the Application and the Services.
You will take appropriate steps and precautions for the protection of the Services. Without limiting the generality of the foregoing, you will prevent any use, possession, knowledge, examination, copying, disclosure, or other similar activity involving any part of the Services that is not expressly authorized by these ToU (“Unauthorized Use”) and immediately notify Newmoney in writing of any Unauthorized Use that comes to your attention. You agree to take all steps reasonably necessary to terminate any Unauthorized Use.
1.2Newmoney Intellectual Property Rights
Newmoney is the owner or licensee of all Intellectual Property Rights necessary to license the Application, provide the Services and the information related thereto in accordance with the terms of these ToU. You understand that the Utilities are licensed to Newmoney by a third party provider.
Nothing in these ToU shall convey any title or proprietary right or Intellectual Property Rights in or over the Service and the information to the User or any third party.
The User shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Application or Services. The User agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Services, or visible during its operation, or on media.
The User hereby grants Newmoney a limited, worldwide, non-exclusive, non-transferable, non-(sub)licensable right to, for the duration of these ToU, use, to display User’s brand to the extent such use or display relates to the provision and promotion of the Services in scope of these ToU.
All graphics, logos, service marks and trade names used on or in connection with the Application are trademarks that belong to our Affiliates and may not be used without permission in connection with any third-party products or utilities.
1.3
Right of Use
(a)
Right to use the Services
Newmoney hereby grants to you, for the duration of these ToU, a limited, worldwide, non-exclusive, non-transferable, non-assignable, royalty bearing right of use, without right of sublicense, to access the Application and use the Services under the conditions and limitations set forth in these ToU or, as the case may be, in the terms and conditions of the Commercial Partners, on devices you own or control solely for your personal or internal purposes.
(b)
Restrictions
You may not use the Services in any manner that could damage, disable, overburden, or impair servers, networks or other devices running, or connected to, the Services. Except as otherwise explicitly provided in the ToU or as may be expressly permitted by applicable law, you will not, and will not permit or authorize users and/or third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, create derivative works of any part of the Application or the Services and translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms or non-public APIs to the Application; (b) modify the source code of the Application and the Services; (c) rent, lease, or sublicense the Services; (d) use the Application or the Services on a service bureau or application service provider basis; (e) provide, divulge, disclose, or make available to, or permit the use of the Services by any third party; (f) use the Application or the Services to build competitive products; nor (g) circumvent or disable any technological features or measures in the Application or the Services.
You may not publish any benchmark or comparison information regarding the Services without the prior written consent of Newmoney. You will neither alter nor remove any copyright notice or other proprietary rights notices that may appear on any part of the Services, unless otherwise agreed upon between the Parties. You will at all times comply with all applicable laws, statutes, ordinances, and regulations in connection with its use of the Services.
(с)
Intellectual Property Rights on Feedback
To the extent you send or transmit any communications, comments, questions, suggestions, or related materials to Newmoney, whether by letter, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, you agree to assign and hereby assigns all right, title and interest in and to such Feedback to Newmoney. You will execute any papers required by Newmoney to perfect such rights.
7 OBLIGATIONS OF THE PARTIES
7.1
Obligations of Newmoney
(a)
Provision of the Services
Newmoney will deliver the Services in accordance with the terms of the Agreement.
(b)
Limitations
YNewmoney uses best efforts to provide the Services within the limits set forth herein. It cannot be held liable for the incorrect or untimely performance of the Services or the accuracy of the information, in particular, but without limitation, if such incorrect or untimely performance was caused in whole or in part by (i) Your failure to comply you’re your contractual obligations or provide inaccurate data, or (ii) by an event of force majeure.
1.4
Your Obligations
(a) You will:
(i) not use the Services in a manner that would harm third parties, Newmoney or the Commercial Partners, their rights, assets or interests;
(ii) not share Your access credentials to the Application with any third party;
(iii) fulfil all of Your obligations and responsibilities under the Agreement;
(iv) provide all necessary support and respond to any reasonable request or instructions by Newmoney in relation to the delivery of Services in accordance with the Agreement (incl. reasonable access to Your materials, systems, personnel or other resources as reasonably necessary for Newmoney's provision of Services);
(v) use the Services in accordance with the specific instructions communicated by Newmoney from time to time whereby the use of Services constitutes Your acceptance of the applicable instructions;
(vi) use the Services only in accordance with the usage conditions as specified by Newmoney.
8 PRIVACY
8.1
By signing up to use the Application you agree that we may from time to time collect the IP information of the device used to access the Application for a better user experience and statistics purposes, but this information and logs are kept as non-personally identifiable information and does not allow us to link it to or retrieve it for a particular user.
8.2
We use cookies. The data automatically collected from cookies may include information and details of your visits to our Application, including page views, length of visit and navigation paths, and how you interact with the Utilities.
8.3
We collect this data in order to help us improve our Application or the Services. The information we collect automatically may also include statistical and performance information arising from your use of our Application. This type of data will only be used by using an aggregated and anonymized manner. We may share data indicated in point 10.2 above with our Affiliates.
8.4
Personal data will be processed in accordance with the Privacy Policy, available here:
https://newmoney.ai/privacyOur Privacy Policy explains what personal data we collect, why we collect it, how we use it, the controls You have over Your personal data and the procedures that we have in place to protect Your privacy.
8.5
Please make sure that you read our Privacy Policy carefully before using the Application and Services.
8.6
As part of the Services, Newmoney will process personal data in accordance with applicable Data Protection Legislation.
9 TERM AND TERMINATION
9.1
These ToU enter into force on the Effective Date and will remain in effect for an indefinite term.
9.2
You may close Your account, and more generally terminate the use of the Services at any time, with immediate effect. Unless otherwise required by law, no subscription will be refunded for this reason and You will remain liable for the amounts due for the paid Services provided. Newmoney may at any time terminate this Agreement or any of the services relating to the Application without compensation with one month prior notice to You.
9.3
Without prejudice to its other rights available by law or under the Agreement, Seven may at its own discretion either terminate this Agreement with immediate effect or suspend the execution of this Agreement, deny or restrict Your access to the Application and/or the account at any time if You breach this Agreement (including any use of the Application in any way that is contrary to this Agreement).
9.4
Newmoney may also suspend the execution of this Agreement, deny or restrict access to the Application and/or the account at any time:
(a)
in case of a reasonable suspicion of fraud or of a risk of improper or fraudulent use of the Application
(b)
if Newmoney becomes aware of other facts that jeopardise the relationship of trust between You and Newmoney or that harm or threaten to harm the Newmoney's reputation
(с)
in the event of technical issues or
(d)
for any other objective security reason.
Upon termination of the use of the Newmoney, this Agreement, including all rights and licences granted hereunder, shall be terminated except for all clauses that by nature survive termination of the Agreement (including, but not limited to, the provisions relating to intellectual property rights and the licence, liability of Newmoney, etc).
10
SUSPENSION
To the extent that Newmoney deems that you fail to respect the terms as set forth herein and provided that you fail to rectify such non-compliance within 5 Business days following a notice of default thereto, Newmoney retains the right to suspend the provision of the Services or your access to the Application.11
FEES FOR THE USE OF THE APPLICATION AND THE SERVICES
11.1
Fees
As disclosed to you [on Newmoney fee schedule and/or prior to completing a Swap or depositing USDC with Aave’s protocol], Newmoney will charge you (i) a fee on the completion of a Swap or (ii) a commission on the yield generation when you deposit USDC with Aave’s protocol. Newmoney will not charge you any fees in connection with sending or receiving Digital Cash.
You should always check the Newmoney fee schedule before completing a Swap or staking your USDC with your wallet to make sure you understand exactly what fees might be incurred.
Additional fees could be invoiced to the you to cover any additional costs that Newmoney may incur from time to time in connection with these ToU, and in particular pursuant to sections 12 and 13 of the ToUs.
12
WARRANTIES AND LIABILITY
12.1
Warranty
The Application, its components and the Services are provided on an "as available", “as is” basis, except to the extent prohibited by law. All warranties and representations, express or implied, are hereby disclaimed, including any warranty of merchantability, title/non-infringement, quality of information, or fitness for a particular purpose. Without limitation and to the extent legally possible, Newmoney and its Commercial Partners disclaim all warranties regarding the availability of the Application or related software except as expressly stated in the ToU or regarding the fact that they will operate error-free, that defects will be corrected, that the software is free of viruses or other harmful components or that any content will be secure or otherwise lost or altered.
While Newmoney will use reasonable efforts to ensure that all information provided in the Application is correct, accuracy cannot be guaranteed and neither Newmoney nor its Commercial Partners assume any responsibility or liability for the accuracy, completeness or authenticity of any information.
While all necessary steps will be taken as quickly as possible to ensure the continuity of the Service, Newmoney is not responsible for any suspension, interruption, temporary unavailability or failure of the Services, regardless of cause. Newmoney or, where relevant, the Commercial Partners, will make every reasonable effort to restore the Services.
Our utilities rely on new technologies, such as the blockchain. Some utilities are subject to increased risk through your potential misuse of things such as public/private key cryptography. By using the Application, you explicitly acknowledge and accept these heightened risks.
12.2
Limitation of Liability
The duties and responsibilities of Newmoney under these ToU are limited to those expressly set forth and undertaken therein.
To the fullest extent permitted by applicable law, in no event will we or any of our officers, directors, representatives, agents, servants, counsel, employees, consultants, lawyers, and other personnel authorized to act, acting, or purporting to act on our behalf be liable to you under contract, tort, strict liability, negligence, or any other legal or equitable theory, for any loss, liability, cost, claim, damages, lost profits, data loss, fees, charges and expenses including all legal and other professional fees and disbursements, cost of procurement of substitute goods or utilities, or direct, indirect, incidental, special, punitive, compensatory, or consequential damages of any kind whatsoever resulting from: (i) your use of, or conduct in connection with, the Application or the Services; (ii) your failure to comply with your contractual obligations under these ToU; (iii) negligent, illegal, unethical, fraudulent or criminal acts or omissions of any third party; (iv) any unauthorized use of your wallet address and/or private key due to your failure to maintain the confidentiality of your wallet; (v) any interruption or cessation of transmission to or from the Application; (vi) any hacking, bugs, viruses, trojan horses, any other malware, malfunctions or errors, or the like that are found in the Application or that may be transmitted to or through our Services by any third party (regardless of the source of origination); (vii) the malfunctioning of internet network or in general, of any third party software or hardware (viii) any reason beyond Newmoney's control (including case of Force Majeure).
These limitations apply regardless of legal theory, whether based on tort, strict liability, breach of contract, breach of warranty, or any other legal theory, and whether or not we were advised of the possibility of such damages.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. Under no circumstances shall we be required to deliver to you any cryptocurrency as damages, make specific performance or any other remedy.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. Under no circumstances shall we be required to deliver to you any cryptocurrency as damages, make specific performance or any other remedy.
For the avoidance of doubt, we shall have no responsibility or liability whatsoever in the event you are unable to access your Non-Custodial Wallet for any reason including without limitation your failure to keep your wallet address and private keys information secure.
Without limiting the foregoing, under no circumstances shall Newmoney, the Commercial Partners or its subcontractors be liable for:
13
INDEMNIFICATION
13.1
You agree to indemnify and hold harmless Newmoney, our Affiliates and Commercial Partners (and our and their respective directors, officers, employees, agents, representatives and subcontractors) (each an “Indemnified Person” and together the “Indemnified Persons”) from and against any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) suffered or incurred by any of them in the course of or as a result of:
(a)
anything done or omitted to be done for the purposes of carrying out any of the Services for you or otherwise acting upon your instructions in accordance with this Agreement(b)
your use of, or inability to use the Application or the Services;(с)
a failure by you to comply with your obligations or representations and warranties under these ToU or under the or the terms of a Commercial Partner as indicated in these ToU, save to the extent that such Losses flow directly from the willful default, fraud or negligence on the part of the Indemnified Person concerned;(d)
your violation of any rights of another party; or(e)
your violation of any applicable laws, rules or regulations. This provision does not require you to indemnify us for any fraud, gross negligence, or willful misconduct in connection with providing the Services.13.2
The benefit of clause 15.1 shall apply severally to each Indemnified Persons and shall also be enforceable by us on behalf of ourselves and on behalf of any other Indemnified Person. You waive any right you may have of first requiring us (or any other Indemnified Person) to proceed against or enforce any other rights or security or claim or payment from any person before claiming from you under this clause 15. This waiver applies irrespective of any Applicable Laws or any provision of these ToU to the contrary. Further, you expressly confirm that you intend that this indemnity shall extend from time to time to any and all variations to these ToU.
13.3
For the avoidance of doubt, if a claim is brought against the Indemnified Persons by a you or any other third party, we shall be entitled to settle or otherwise deal with the claim in our sole discretion. Further, if any discharge, release or arrangement (whether in respect of your obligations or any security for those obligations or otherwise) is made by us in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency or otherwise, without limitation, then your liability under this clause 15 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
14 FORCE MAJEURE AND HARDSHIP
14.1
Events of Force Majeure shall relieve either Party or its Affiliates, for so long as such event continues, from those of its obligations under this Agreement the performance of which has become impossible or impracticable, provided that such Party promptly notifies the other Party in writing describing the Force Majeure and immediately continues the performance of the obligations concerned when and to the extent that the Force Majeure is removed.
Neither Party shall be entitled to claim damages for any non-performance by the other Party of any of its contractual obligations resulting from an event of Force Majeure.
14.2
If an event of Force Majeure lasted one (1) month or if it is likely that it will last more than one (1) month, either Party may immediately terminate this Agreement as of right and without prior recourse to the court, by registered mail and without any compensation. In such case, Newmoney shall be entitled to obtain payment for any obligations performed or costs made with respect to future performances, and shall not be required to reimburse any amounts paid by you.
15
SUBCONTRACTING AND ASSIGNMENT
15.1
You will not subcontract, assign or otherwise transfer in whole or in part these ToU or any of your rights and obligations thereunder, without our prior written and consent, even when an assignment takes place by virtue of a legal provision.
15.2
We may assign these ToU without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to these ToU and we are fully released from all of our obligations and duties to perform under these ToU.
Subject to the foregoing, these ToU will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
16
SEVERABILITY
If any provision of this Agreement is or becomes illegal, invalid or unenforceable, that shall not affect the legality, validity or enforceability of any other provision of it. Such illegal, invalid or unenforceable provision shall then, to the extent permissible by law, be replaced in good faith by- or reformed by a court of competent jurisdiction such a provision which best reflects the purpose and contents of the illegal, invalid or unenforceable provision. The provisions of these ToU will, where possible, be interpreted so as to sustain its legality and enforceability.
17
INDEPENDENT CONTRACTORS
Nothing in these ToU is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. We and you are independent contractors for purposes of these ToU.
18
WAIVER
No failure on the part of a Party to exercise, and no delay in its exercise of, any right, power, privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise by a Party of any right, power or privilege thereunder shall preclude any other further exercise thereof or the exercise of any other right, power or privilege.
19
ENTIRE AGREEMENT
These ToU constitute the entire and sole agreement between the Parties with respect to the subject matter of these ToU concerned and entirely supersedes any prior oral or written proposals, representations, agreements, commitments, presentations, calculation models, understandings or communications with respect to the subject matter of these ToU concerned. By accessing the Application and using the Services, you explicitly decline the applicability of your own general terms and conditions. Either Party acknowledges that it has not entered into these ToU on the basis of a representation that is not explicitly mentioned in these ToU.
20
NOTICES
All notices to Newmoney are to be sent to the following address: [email protected]. We may provide any notice to you under these ToU, , including changes to these ToU, by posting a notice in the Application to the e-mail address You used to sign up to the Application or through the Application itself. At any time during the relationship, you can find the terms and conditions applicable to the Application and the Services on the websitehttps://newmoney.ai/terms
21
CHANGES
We may from time to time, at our discretion, make changes and improvements to this Agreement. By continuing to use the Application after these changes have been made, you express and acknowledge your consent to the changes.
22
APPLICABLE LAW & JURISDICTION
22.1
These ToU are construed in accordance with and shall be governed by the laws of the courts of the State of New York.
22.2
The Parties agree to submit to the courts of the Marshall Islands for exclusive jurisdiction of any dispute arising out of or related to these ToU or your use of the Application and/or the Newmoney Services. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.
22.3
In the event of a dispute, the Parties shall first aim to reach an amicable settlement. If no settlement is arrived at within forty-five (45) days as from the invitation thereto by the most diligent Party, then the dispute shall be adjudicated by the courts of the Marshall Islands.