Last Update Posted: August 17, 2024 IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 10. PLEASE READ THE AGREEMENT CAREFULLY.
1. DEFINITIONS
“Content” means all text, images, audio, code and other materials and all of the features, and services provided by Nesa in connection with the Nesa Platform and Nesa Chain. “Nesa Chain” means the Nesa systems accessible via Nesa websites and their subpages (including, but not limited to, https://nesa.ai/, https://beta.nesa.ai/ and https://www.legacy.nesa.ai/playground), the Nesa Chain SDK (https://github.com/nesaorg/nesa.js), and any Nesa Cross-chain Interactions. “Nesa Platform” means the platform operated by Nesa accessible at nesa.ai, through the Nesa Chain or Nesa’s other services for individuals, along with any associated software applications and websites, mobile and desktop applications or browser plugins. “We,” “Our,” “Us” or “Nesa” means Nesa Labs Inc., operators of the Nesa Chain. “$NES” or “Nesa Tokens” means the Nesa Chain’s native asset, which is used on the Nesa Chain to submit transactions on the Nesa Platform.
2. ACCEPTANCE OF TERMS
This Terms of Service (these "Terms" or this "Terms of Service") is entered into by and between you and Nesa, and govern your access to and use of the Nesa Chain’s native asset, $NES. The Nesa Platform, and any other features, tools, materials, or other services offered from time to time by Nesa are referred to here as the "Service." Please read this Terms of Service carefully before using the Service. By using or otherwise accessing the Services, or clicking to accept or agree to these Terms where that option is made available, you (1) accept and agree to these Terms (2) consent to the collection, use, disclosure and other handling of information as described in Our Privacy Policy located at https://www.legacy.nesa.ai/privacypolicy (the “Privacy Policy”) and (3) agree to and accept any additional terms, rules and conditions of participation issued by Nesa from time to time. If you do not agree to the Terms, then you may not access or use of $NES, the Content or the Services.
3. MODIFICATION OF TERMS OF SERVICE
Except for Section 10, providing for binding arbitration and waiver of class action rights, Nesa reserves the right, at its sole discretion, to modify or replace this Terms of Service at any time. The most current version of these Terms will be posted on nesa.ai. You are responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you after any modification to the Terms constitutes your acceptance of these Terms as modified.
4. ELIGIBILITY
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms; that you are using the Nesa Platform solely for your personal use; and that you will abide by and comply with these Terms. The Nesa Platform is not directed to users under the age of 13. The Nesa Platform is a global platform and by accessing the Content or Services, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access such Content Services and enter into arrangements as provided by the Service. You further represent that you are otherwise legally permitted to use the Service in your jurisdiction, including owning cryptographic tokens of value, and interacting with the Content or Services in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Nesa is not liable for your compliance with such laws. In addition, the Nesa Chain is not available to citizens of the United States of America. Any users who are citizens of the United States of America and register to create an account to use the Nesa Chain will be rejected. All users of the Nesa Chain must provide true and accurate information when creating a profile and account to access the Nesa Chain, including their country of citizenship.
5. ACCOUNT PASSWORD AND SECURITY
When setting up an account within the Nesa Platform, you will be responsible for keeping your passwords, which you use to sign into your Nesa account, and which We use to keep third-party accounts safe. By using the Service, You agree that (a) all registration information you provide to Us is accurate, complete and correct; (b) all registration information you provide is governed by the terms of Our Privacy Policy; (c) you will keep your password confidential; and (d) you will immediately notify Nesa of any unauthorized use of your account or breach of security. Nesa cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
6. ACCEPTABLE USE
Except as expressly provided in these Terms, you agree that you will not: (i) copy the Services or Content or any portion thereof; (ii) distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, print any part of, or otherwise attempt to discover the source code, compiled executables, intermediate files, or underlying structure, ideas, know-how or algorithms relating in any way to the Nesa Platform, Nesa Tokens, the Services or Content; (iii) use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party rights; (vi) use the Services to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Services; (vii) use the Services in any manner that violates any applicable foreign, federal, state or local law, rule or regulation; (viii) use the Services in any manner that violates any third party rights or the terms of this Agreement; (ix) use scripting, computer programs or third-party scripting services to create fake accounts or to receive Nesa TokenGraph rewards intended for accounts held by real human beings; (x) sell or transfer user accounts to another individual or entity; or (xi) participate in the sale of Nesa TokenGraph unauthorized by Nesa or its affiliates. The violation of these terms may result in Nesa, in Nesa’s sole discretion, terminating or denying access to and use of the Nesa Platform, freezing accounts, removing or canceling previously awarded Nesa Tokens of any individual or entity.
7. REPRESENTATIONS, WARRANTIES AND RISKS
A. Warranty Disclaimer You expressly understand and agree that your use of the Service is at your sole risk. The Service and the Content are provided on an "AS IS" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that Nesa has no control over, and no duty to take any action regarding (a) which users gain access to or use the Service; (b) what effects the Content may have on you; (c) how you may interpret or use the Content; or (d) what actions you may take as a result of having been exposed to the Content. You release Nesa from all liability arising from your access to or use of the Service or the Content. Nesa makes no representations concerning any Content contained in or accessed through the Service, and Nesa will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
B. Sophistication and Risk of Cryptographic Systems By utilizing the Service or interacting with the Content or the Nesa Platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum TokenGraph Standard (https://eips.ethereum.org/EIPS/eip-20), and blockchain-based software systems.
C. Risk of Regulatory Actions in One or More Jurisdictions Nesa and the crypto assets you store on the Nesa Chain could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Nesa to continue to develop, or which could impede or limit your ability to access or use, the Service.
D. Risk of Weaknesses or Exploits in the Field of Cryptography You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, the Services or the Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Nesa intends to update the protocol underlying the Services to account for any advances in cryptography and to incorporate additional security measures. Nesa does not guarantee or otherwise represent full security of the Nesa Platform or the Nesa Chain. By using the Service or accessing Content, you acknowledge these inherent risks.
E. Volatility of Crypto Currencies You understand that Ethereum and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that after the Nesa Chain becomes live or Nesa Tokens are listed in exchanges, Nesa Tokens will be of similar volatility and subject to the same factors faced by other cryptocurrencies. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the blockchains. You acknowledge these risks and represent that Nesa cannot be held liable for such fluctuations or increased costs.
F. Application Security You acknowledge that blockchain applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that blockchain applications can be written maliciously or negligently, that SocialChain cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by SocialChain in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service or Content.
8. INDEMNITY
You agree to release and to indemnify, defend and hold harmless Nesa and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs), claims or actions of any kind whatsoever arising or resulting from your use of the Service other than as expressly authorized by and pursuant to the terms of this Terms of Service, your violation of this Terms of Service, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. Nesa reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Nesa in the defense of such matter.
9. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE NESA PLATFORM AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE NESA PLATFORM AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE NESA PLATFORM AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NESA NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF NESA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE NESA PLATFORM OR SERVICE; THE USE OR THE INABILITY TO USE THE NESA PLATFORM OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE NESA PLATFORM OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE NESA PLATFORM OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE NESA PLATFORM OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Nesa assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Nesa Platform or your downloading of any materials, from the Site.
10. BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. A. Mandatory Arbitration You and Nesa agree to resolve any claims arising out of or relating to this Terms of Service, regardless of when the claim arose, even if it was before this Terms of Service existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by emailing us your opt out notice at [email protected]. If you opt out of an update, the last set of agreed upon arbitration terms will apply. B. Informal Dispute Resolution We would like to understand and try to address your concerns prior to formal legal action. Before either of Us files a claim against the other, We both agree to try to resolve the Dispute informally. You agree to do so by sending Us notice through an email to [email protected]. We will do so by sending you notice to the email address associated with your account. If We are unable to resolve a Dispute within 60 days, either of Us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process. C. Arbitration Forum If We are unable to resolve the Dispute, either of Us may commence arbitration with the National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable, available here (opens in a new window). Nesa will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in this Terms of Service involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration. D. Arbitration Procedures The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process described in Section 18 G. below applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of New York, New York have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute. E. Exceptions This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the services provided by Nesa on the Nesa Chain or intellectual property infringement or misappropriation. F. Class and Jury Trial Waivers You and Nesa agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Nesa knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim. G. Batch Arbitration If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Nesa agree that NAM will administer them in batches of up to 50 claimants each (each a “Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings. H. Severability If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.
11. OUR PROPRIETARY RIGHTS
The Nesa Platform, the Service, all functionality of the Nesa Platform and Service, and all Content and all intellectual property are owned by Nesa or its licensors, subject to the terms of service governing developers and the terms of service governing platform users available on Nesa website. You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Nesa, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Service or Content, in whole or in part. NESA CHAIN and the Nesa Logo are trademarks or service marks of Nesa and may not be used in any manner without our express written consent.
12. TERMINATION AND SUSPENSION
Nesa, in Nesa’s sole discretion, may terminate or suspend all or part of the Service and your Nesa Chain access immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms. Upon termination of your access, your right to use the Service will immediately cease. If you have passed the Nesa Chain KYC and received the Nesa Tokens in your Nesa wallet on the Nesa Chain, in the event that you request for account deletion and termination of services, you will be required to return all your Nesa Tokens and destroy your Nesa wallet before your Nesa Platform user account can be deleted. All Nesa Tokens must be verified through KYC and linked to your account and KYC information as required by law.
13. REMOVAL OF MATERIAL UNDER U.S. DIGITAL MILLENNIUM COPYRIGHT ACT
If We receive a notice alleging that material or Content you posted on the Nesa Platform infringes another party’s copyright, We may remove that material in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act).
14. MISCELLANEOUS
A. No Third Party Beneficiaries You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
B. Assignment You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign Our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with Our Services.
C. Survivability The following provisions of the Terms survive any termination of these Terms: SECTION 7. REPRESENTATIONS, WARRANTIES AND RISKS; SECTION 8. INDEMNITY; SECTION 9. LIMITATION OF LIABILITY; SECTION 10. BINDING ARBITRATION AND CLASS ACTION WAIVER; SECTION 11. OUR PROPRIETARY RIGHTS; SECTION 12. TERMINATION AND SUSPENSION; AND SECTION 14. MISCELLANEOUS.
D. Choice of Law and Choice of Forum New York law will govern this Terms of Service except for its conflicts of laws principles. Except as provided in the Dispute Resolution Section 11, above, all claims arising out of or relating to this Terms of Service will be brought exclusively in the federal or state courts of New York, New York. E. Entire Agreement These Terms (and any additional terms, rules and conditions of participation that Nesa may post on the Nesa Platform) constitute the entire agreement between you and Nesa with respect to the Service and supersedes any prior agreements, oral or written, between you and Nesa. In the event of a conflict between these Terms and any additional terms, rules and conditions of participation, the latter will prevail over these Terms to the extent of the conflict.
F. Waiver and Severability of Terms The failure of Nesa to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
G. Statute of Limitations You agree that any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose, or another period as provided under statute or law, or be forever barred.
H. Section Titles The section titles in this Agreement are for convenience only and have no legal or contractual effect.
I. Communications Users with questions, complaints or claims with respect to the Nesa Platform or Service may contact Us using the relevant contact information set forth below: Nesa Labs Inc. [email protected] Attn: Nesa Legal Team
15. ON-PLATFORM TRANSFERS
If you are enabled to perform transfers of Nesa Tokens in the Nesa Platform or on the Nesa Chain, you also agree to the additional terms and conditions below. • You agree not to offer any sales of Nesa Tokens or any derivatives of those units (e.g., “futures”) by you for other currencies prior to the launch of the Nesa Chain's open network. • You agree that you and only you are the exclusive holder of this account/wallet and the units of Nesa Tokens associated with your account/wallet and that you will not transfer your account/wallet to another individual, group, or organization, or grant access to your account/wallet to another person or entity. • You agree not to engage in any illicit and/or illegal transactions using Nesa Tokens, or in any activities that are intended to violate or otherwise circumvent the terms, conditions, obligations, rights or privileges associated with any Service. • Violation of any of these terms may result in suspension and/or termination of your account, the invalidation of pending migration transactions/transfers (within 14 days of the transaction/transfer) and all necessary measures to prevent and mitigate the harms incurred by such violations. Termination of your account will result in the cancellation and rescindment to the Nesa Chain of your then current Nesa TokenGraph balance, as well as any Nesa Tokens you may otherwise be entitled to. You agree that you assume full responsibility in the event of the invalidation of transactions/transfers, and suspension and/or termination of your account for your violation of the above referenced terms, as well as for the cancellation and rescindment of your Nesa TokenGraph balance at the time of termination, and your acknowledge and agree that Nesa, the Nesa Chain and its developers shall bear no liability resulting from such invalidations, suspensions, terminations, cancellations and rescindments, if any.