The following terms and conditions of service, together with any other documents expressly incorporated herein, (collectively, the "Terms") constitute an agreement between you ("you", "your" or "User") and NiftyOne, Inc. (in the UK, NiftyOne (UK) LLC, a company incorporated and registered in England (company number 13540973) and trading as NiftyOne ("NiftyOne", “NiftyOne”, "we", "our" or "us"), or a Service Provider in respect of a Specified Service, and apply to your use of:
By registering for a Platform account ("Account") or using the Services, you agree that you have read, understand and accept the Terms, including our Privacy Policy, Security Policy and you acknowledge and agree that you will be bound by and comply with the Terms. Do not proceed with registering for an Account, or using the Services, if you do not understand and accept the Terms in their entirety.
Section 21 (Right to change, suspend or discontinue Services) and Section 22 (Updates to Terms) set out the terms on which we may, from time to time, change, suspend, or discontinue any aspect of the Services and amend any part of the Terms.
Our Services are not yet offered to Restricted Persons (as defined in Section 3.3.1(A) below) or, except for Services offered for demonstration, gamification or training purposes persons who have their registered office or place of residence in the United States of America, United Kingdom, European Union or any Restricted Territory (as defined in Section 3.3.1(A) below).
NiftyOne's relationship with you under the Terms is as a trading platform provider only. NiftyOne does not act as principal or counterparty with respect to trades entered into on the Platform. Notwithstanding the foregoing:
Save in certain limited circumstances set out in Section 38.13 (Exception to arbitration), Section 38.12 (Arbitration requires all Disputes to be resolved by way of legally binding arbitration on an individual basis only and not as a claimant or class member in a purported class or representative action. There is no judge or jury in arbitration and court review of an arbitration award is limited.
The laws of some jurisdictions may limit or not permit certain provisions of the Terms, such as arbitration, indemnification, the exclusion of certain warranties or the limitation of certain liabilities. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions.
In the Terms, unless the context otherwise requires, the definitions and rules of interpretation set out in Schedule 1 shall apply.
1. STRUCTURE OF TERMS
1.1. The Terms encompass
1.1.1. General Terms and Conditions
The general terms and conditions set out above, in Sections 1 (Structure of Terms) to 38 (General), and in Schedule 1 (Definitions and Interpretation), which apply generally to you, your registration and use of an Account, and your use of the Services ("General Terms");
1.1.2. Policies, Schedules and other documents
The policies, schedules and other documents of NiftyOne and its Affiliates incorporated by reference into the Terms, including our Privacy Policy and Cookie Policy ("NiftyOne Policies");
1.1.3. Service Schedule Terms and Conditions
The terms and conditions set out in each Service Schedule, which shall also apply to the Specified Service referred to therein.
1.2. Terms and Conditions Conflicts
To the extent there is any conflict or inconsistency between the modules of the Terms, such conflict or inconsistency shall be resolved in the following order of precedence, unless a term or condition set out in a document of lower precedence is expressly identified as taking precedence over a document of higher precedence: General Terms, Service Schedules, Fee Schedule, Privacy Policy, Security Policy and other NiftyOne Policies.
1.3. IMPORTANT
You acknowledge and agree that any Specified Service referred to in a Service Schedule shall be provided to you by the Service Provider specified in that Service Schedule. In such case, the Specified Service shall be provided to you on and subject to the Terms, with references in these General Terms to "NiftyOne" (or "we", "our" or "us") being read as references to the Service Provider specified in the Service Schedule, unless the context provides otherwise, and under no circumstances shall any other person, including any Affiliate of the Service Provider, be liable to you for the performance of any of the Service Provider's obligations under the Terms.
2. RISK DISCLOSURES
Before beginning to use the Services, you should ensure you have read and understand (and you represent and warrant that you have read and understand) the following risk disclosures and the risk disclosures set out in the Service Schedules. You should note that this is not an exhaustive list of all of the risks associated with Property Titles and the Services.
2.1. No Advice and No Reliance
2.1.1. Non-Advisory Role
NiftyOne does not advise on the merits of any particular transaction, trading risks, or tax consequences, and NiftyOne does not provide any other financial, investment, taxation or legal advice in connection with the Services. To the extent that we or our representatives provide market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information should not be construed as investment or financial advice. Any decision by you to use the Services and transact in Property Titles is your own independent decision. You represent that you are not relying on any communication (written or oral) by us as investment advice or as a recommendation to use the Services and transact in Property Titles. NiftyOne will not be liable for any loss suffered by you or any third party.
2.1.2. Assumption of Trading Risks and Independent Evaluation
You accept the risk of trading Property Titles. In entering into any transaction on the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of such transactions and the underlying Property Titles. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction entered into on the Platform or any underlying Property Title.
2.1.3. Non-Fiduciary Role
NiftyOne is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities affected by you using the Services.
2.2. Property Title transfers and volatility
2.2.1. Risk Factors in Property Title Trading
Trading in Property Title s can be extremely risky and volatile. Property Title s may have unique features that make them more or less likely to fluctuate in value. Factors beyond NiftyOne's control, such as regulatory activity or unexplainable price volatility, may affect market liquidity for a particular Property Title. Blockchain networks may go offline as a result of bugs, Forks (as defined in Section 17 below), or other unforeseeable reasons. As a general matter, you should not engage in active trading on the Platform if you have limited trading experience or low risk tolerance. Speculating on the value of Property Titles is high risk and you should never trade more than you can afford to lose.
2.2.2. Technical Complexity and Risks of Property Titles
Understanding Property Titles requires advanced technical knowledge. Property Title s are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer code in order to appreciate the inherent risks. The listing of a Property Title on the Platform does not indicate NiftyOne 's approval or disapproval of the underlying technology of any Property Title and should not be used as a substitute for your own understanding of the risks specific to each Property Title . We provide no warranty as to the suitability of the Property Title s traded under the Terms and assume no fiduciary duty to you in connection with such use of the Services.
2.2.3. Risks of Irreversible Off-Platform Transfers
You accept all consequences of sending Property Title s to an address off the Platform. Property Title transactions may not be reversible. Once you send Property Title s to an address, you accept the risk that you may lose access to your Property Title s indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to a person that will not return your Property Title s or may return your Property Title s but first require action on your part, such as verification of your identity or compensation.
2.3. Supply and value of Property Titles
2.3.1. Property Title Value and Market Dependency
The value of Property Title s may be derived from the continued willingness of market participants to exchange Property Title s for fiat currency and other Property Title s, which may result in the permanent and total loss of value of a particular Property Title should the market for that D Property Title disappear.
2.3.2. Jurisdictional Differences in Property Title Accessibility
You acknowledge and agree that Property Titles and/or Services (in whole or in part) available in one jurisdiction may not be available for trading, use or access, as applicable, in another.
2.4. Blacklisted addresses and forfeited Assets
Asset Freezing and Address Blacklisting
NiftyOne reserves the right to "blacklist" certain addresses and freeze associated Assets (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the Terms ("Blacklisted Addresses"). In the event that you send Assets to a Blacklisted Address or receive Assets from a Blacklisted Address, NiftyOne may freeze such Assets and take steps to terminate your Account.
2.4.2. Reporting and Asset Freezing
In certain circumstances, NiftyOne may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and other Regulatory Authorities, and you may forfeit any rights associated with your Assets, including the ability to redeem or exchange your Property Title s for other Property Title s or fiat currency. NiftyOne may also freeze Assets held in your Account in the event that we receive a related order or request from a legal or Regulatory Authority.
2.5. Software protocols and operational challenges
2.5.1. Open Source Protocol Risks for Property Titles
The software protocols that underlie Property Titles are typically open source projects or are otherwise operated by third parties, which means that: (i) the operations, functionalities, development and control of such Property Titles and their underlying networks are outside of NiftyOne's control; and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Property Title.
2.5.2. Acceptance of Operational Challenges and Associated Risks
You are aware of and accept the risk of operational challenges that may impact the Services. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold NiftyOne liable for any related losses.
2.5.3. Monitoring Technological Changes in Property Titles
You understand that the technology underlying Property Titles is subject to change at any time, and such changes may affect your Property Titles stored on the Platform. You are fully responsible for monitoring such technological changes and understanding their consequences for your Property Titles.
2.5.4. User Responsibility for Trading and Risks
Users conduct all trading on their own account and NiftyOne does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks associated with Property Titles use generally or your use of our Services.
2.5.5. Dependency on Infrastructure for Property Titles
Property Titles depend on the availability and reliability of power, connectivity, and hardware. Interruption or failure of any of these things may disrupt the networks on which the Property Titles rely or your ability to access or transact in Property Titles.
2.6. Compliance
You are responsible for complying with all Applicable Laws. You agree that NiftyOne is not responsible for determining whether or which laws and regulations may apply to your transactions, including but not limited to tax laws and regulations. You are solely responsible for reporting and paying any taxes arising from your use of the Services.
2.7. Legislative and regulatory changes
Legislative and regulatory changes or actions at the domestic or international level may adversely affect the use, transfer, ability to transact in, and value of Property Title s, or your access to, and our ability to provide, the Services. You acknowledge and accept the risks that such changes may bring and that NiftyOne is not liable for any adverse impact that you may suffer as a result.
2.8. No deposit protection
Neither Property Titles nor any fiat currency or E-Money held in your Account is eligible for any public or private deposit insurance protection.
2.9. Reliance on third parties
Your use of the Services and the value of certain Property Titles may rely on the acts of third parties or the fulfillment of related obligations by third parties. NiftyOne is not responsible for the acts or omissions of such third parties.
3. APPLICABLE LAWS AND REGULATIONS
3.1. Compliance with Applicable Laws
3.1.1. Account Usage Obligations
You agree and understand that by opening an Account and using the Services in any capacity, you shall act in compliance with all Applicable Laws. Failure to do so may result in the suspension of your ability to use the Services or the closure of your Account.
3.1.2. Account Usage and Benefits
Without limitation to the above, your access to and use of your Account and the Services, and the receipt of any fee discounts and rebates, is subject to your continued compliance with all Applicable Laws, including the rules and directions of any applicable Regulatory Authority and, without limitation, all applicable tax, anti-money laundering ( "AML" ), know your customer (“KYC”) and counter-terrorist financing ( "CTF" ) laws and regulations.
3.2. AML, KYC and CTF procedures
Our AML, KYC and CTF procedures are guided by all applicable rules and regulations regarding AML, KYC and CTF. These standards are designed to prevent the use of the Platform for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take the necessary steps that we believe appropriate to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and terrorist financing, any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
3.3. Export controls
3.3.1. Compliance with Export Control Restrictions
The Services are subject to all applicable export control restrictions and, by using the Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if:
you are in a prohibited jurisdiction as set forth at Location Restrictions ( "Restricted Territories" );
you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government and the European Union ( "Restricted Persons" );
you intend to transact with any Restricted Territories or Restricted Persons;
you are located, incorporated or otherwise established in, or a citizen or resident of a jurisdiction where it would be illegal under Applicable Law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services; or
the publication or availability of the Services in the jurisdiction in which you are based is prohibited or contrary to local law or regulation or could subject NiftyOne to any local registration or licensing requirements.
3.3.2. Control and Suspension of Services in Restricted Territories
We may, in our sole discretion, implement controls to restrict access to and use of the Services in any of the Restricted Territories or in any of the circumstances referred to in Section 3.3.1 above. If we determine that you are accessing or using the Services from any Restricted Territory, or any of the circumstances referred to in Section 3.3.1 above apply, we may suspend your ability to use the Services or close your Account at our discretion.
4. ELIGIBILITY
4.1. Account Eligibility
In order to be eligible to open an Account or use the Services (and to enter into the Terms), you must meet (and you represent and warrant that you do meet), the following eligibility criteria:
4.1.1. Eligibility Criteria for Individual Users
If you are an individual, you must be at least 18 years of age, have the capacity to accept the Terms, and not have been previously suspended or removed from access to the Services or any other service or product offered by NiftyOne or any of its Affiliates, and are otherwise eligible to use the Services under Applicable Law.
4.1.2. Registration Requirements for Legal Entities
If you are registering to use the Services on behalf of a legal entity, then:
(A) you must be duly authori z ed by such legal entity to act on its behalf for the purpose of entering into the Terms;
(B) the legal entity must be duly organised and validly existing under the laws of the jurisdiction of its organisation ; and
(C) the legal entity must not have been (and each of its Affiliates must not have been) previously suspended or removed from access to the Services or any other service or product offered by NiftyOne or any of its Affiliates and must be otherwise eligible to use the Services under Applicable Law.
4.1.3. Compliance with Regulatory and Legal Requirements
You have not: violated; been fined, debarred, sanctioned, the subject of economic sanctions-related restrictions, or otherwise penalised under; received any oral or written notice from any government concerning actual or possible violation by you under; or received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any Applicable Law (including but not limited to AML, CTF, anti-corruption, or economic sanctions laws).
4.1.4. Non-Residence in Restricted Territories
You do not have your registered office or place of residence in any Restricted Territory.
4.1.5. Status as a Non-Restricted Person and Non-Resident
You are not a Restricted Person nor are you a resident of a Restricted Territory; and
4.1.6. Prohibition of Illegal Activity on the Services
You will not be using the Services for any illegal activity including, but not limited to, those Restricted Activities listed in Section 13 below.
4.2. Services Suspension & Account Closing
If we determine that you do not fulfil any of the above criteria, then we may suspend your ability to use the Services or close your Account at our discretion without prior notice or stated reason.
5. Registration Process
5.1. Identity Verification
When registering your Account, you must provide complete, accurate, up-to-date and not misleading information for all required elements on the registration page, including your full legal name. You also agree to provide us, when registering an Account and on an ongoing basis, with 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, including without limitation a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make any enquiries, directly or through third parties that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries. When we carry out these enquiries, you 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.
5.2. Enhanced Due Diligence Process
In certain circumstances, we may require you to submit additional information about yourself, your business, your source of wealth, or your transactions, provide records, and complete other verification steps (such process, "Enhanced Due Diligence" ).
5.3. Accuracy and Updates of Provided Information
You represent and warrant that any and all information provided to us in connection with registering your Account, using the Services, pursuant to the Terms or otherwise is complete, accurate, up-to-date and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible and provide such updates to us.
5.4. Adaptive Access and Limits Based on Collected Information
Your access to the Services and the limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis.
5.5. Account Suspension for Inaccurate or Misleading Information
If any (or we suspect that any) of the information that you have provided to us is not complete, accurate, up-to-date or misleading in any respect, or you fail to provide updates to any information that you have provided to us to ensure that it is complete, accurate, up to-date and not misleading in any respect on a timely basis, we may suspend your ability to use the Services or close your Account at our discretion.
5.6. Account Information Retention upon Closure: Regulatory Compliance
We reserve the right to maintain your Account registration information after you close your Account for business and regulatory compliance purposes, subject to Applicable Laws.
6. Your Account; Security Of User Information
6.1. Access Methods and Security Responsibilities
You may or may not access your Account (and the Services) directly via the Site, via a Mobile Application or by such other mode of access (including but not limited to through the APIs) as NiftyOne may prescribe from time to time, using the account names, User IDs, passwords, and other security features ( "User Credentials and Security Passwords" ) made available to you by NiftyOne for the purposes of enabling you to access your Account (and the Services). You are responsible for maintaining the confidentiality and security of any and all User Credentials and Security Passwords, which includes the enabling of all relevant security features. You are responsible for keeping your contact information (email address, mobile telephone, legal address) up to date in your Account profile.
6.2. Exclusive Use of User Credentials and Responsibility
You are only permitted to access your Account using your own User Credentials and Security Passwords. You must ensure that your Account is not used by any other third party and you must not share your User Credentials and Security Passwords with any third party. You are solely responsible for all activity on your Account.
6.3. Notification of Security Breaches and Account Protection
You agree to notify NiftyOne immediately if you become aware of any breach of security, loss, theft or unauthori z ed use of your User Credentials and Security Passwords, or unauthori z ed use of the Services via your Account, or any other breach of security regarding the Services. NiftyOne will not be liable for any loss or damage arising from your failure to protect your Account or your User information. It is important that you regularly check your Account balance and your transaction history to ensure any unauthori z ed transactions or incorrect transactions are identified and notified to us at the earliest possible opportunity.
6.4. Account Suspension for Security Concerns
NiftyOne reserves the right to suspend your ability to use the Services or close your Account if we suspect that the person logged into your Account is not you or we become aware of or suspect that there has been any breach of security, loss, theft or unauthori z ed use of your User Credentials and Security Passwords.
6.5. Hardware and Data Responsibility for Account Access
In order to access your Account (and the Services) you must have the necessary equipment (such as a computer or smartphone) and access to the Internet. You are solely responsible for your own hardware used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services that is stored on your own hardware. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. Neither NiftyOne nor any other Indemnified Party shall be liable to you: (i) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; (ii) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; or (iii) for your use of the Internet to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced.
7. Instructions Matching Engine
7.1. Matching Engine Operations and Rules
NiftyOne operates matching engines on which Buy and Sell functions may be placed by Users to be matched with other Users. The functionalities are limited to solely instant buy or sell. NiftyOne may issue rules from time to time that apply to buy or sell functionality, in addition to these General Terms.
7.2. Buy and Sell Functions and Exchange Rate
The Buy and Sell functions on the Platform also allows you to submit instructions ("Sell Instructions") to exchange (buy or sell) Property Titles for fiat currencies. Each transaction is subject to the applicable Exchange Rate quoted for the given transaction and the applicable time limits for such quote. The "Exchange Rate" means the price of a given Property Title as quoted on your "Wallet" page on the Site or any Mobile Application. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell the Property Title, respectively.
7.3. Flexibility and Acceptance of Exchange Rates
The Exchange Rate quoted will depend on market conditions, and you are under no obligation to execute a Buy or Sell transaction at any Exchange Rate quoted to you. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that there may be a ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorize a Buy or Sell transaction.
7.4. Exchange Rate Availability Disclaimer
We do not guarantee the availability of any Exchange Rate and we do not guarantee that you will be able to buy and/or sell your Property Titles using Buy or Sell functionality at any particular price or time.
7.5. User Responsibility for Transaction Instructions
You are solely responsible for accurately entering any Buy or Sell Instruction, including but not limited to all the necessary information in order to enable us to carry out any Buy or Sell Instruction. NiftyOne is not obliged to verify the accuracy or completeness of any such information, Buy or Sell Instruction.
7.6. Irrevocable Transaction Instructions
You agree that any Buy or Sell Instruction received or undertaken through your Account shall be deemed to be final and conclusive, and that NiftyOne may act upon such Buy or Sell Instruction. We shall not be under any obligation to verify the identity or authority of any person giving any Buy or Sell Instruction or the authenticity of such Buy or Sell Instruction.
7.7. Irrevocable and Binding Instructions
Your Buy or Sell Instructions shall be irrevocable and unconditional and shall be binding on you, and such Buy and Sell Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Buy or Sell Instruction, you have no right to rescind or withdraw such Buy or Sell Instruction without our written consent.
7.8. Receipt and Record of Instructions
Each of your Buy and Sell Instructions shall not be considered to be received by NiftyOne unless and until it has been received by NiftyOne’s server. NiftyOne's records of all Buy and Sell Instructions shall be conclusive and binding on you for all purposes.
7.9. Exemption from Liability for Instruction Reliance
Under no circumstances shall any of the Indemnified Parties be responsible or liable to you for any Losses suffered or incurred by you or any other person arising from any of the Indemnified Parties relying or acting upon any Buy or Sell Instruction which is given or purported to be given by you, regardless of the circumstances prevailing at the time of such Buy or Sell Instruction.
7.10. Authorization for Asset Transactions
You hereby authorize NiftyOne to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Assets from your Account in accordance with your Buy and Sell Instructions. We reserve the right not to effect any transaction if you have insufficient Assets in your Account.
8. Account Funding
8.1. Funding - General
8.1.1. Account Funding Requirements for Property Transactions
In order to fund your Account and begin transacting in Property Title s using the Platform, you must either first procure Property Title s (or deposit Property Title s that you already own into your Account) and/or load fiat currency into your Account.
8.1.2. Restrictions on Fiat Currency Usage
You should be aware that NiftyOne: (i) may not support the loading into and/or storing of fiat currency in your Account in all jurisdictions; and (ii) does not support the use of all fiat currencies.
8.2. Property Titles
8.2.1. Deposits and Withdrawals of Compliant Property Titles
The Platform supports deposits and withdrawals of compliant Property Titles. You may deposit Property Title s that you already own into your property wallet by generating an address within your Account and sending your Property Title s to such address, after which they should appear in your property wallet.
8.2.2. Property Title Purchase with Linked Payment Method
You may purchase Property Title s in exchange for certain supported fiat currencies (depending on your location) by linking a valid payment method to your Account. In such circumstances, you authori z e us to debit the relevant amount of fiat currency using your selected payment method(s) to complete your purchase.
8.2.3. Property Title Exchange and Transactions
The Platform enables you where permitted to exchange one Property Title for another Property Title , send Property Titles to and receive Property Title s from other Users of the Services, or third parties outside of the Platform (where permitted by NiftyOne in its sole discretion).
8.2.4. Selling Property Titles for Supported Fiat Currencies
You may sell Property Title s in exchange for certain supported fiat currencies (depending on your location). In such circumstances, you authori z e us to debit your Account and to send instructions to credit your selected payment method(s) in settlement of sell transactions.
8.2.5. Property Title Transfer Time and Requirements
NiftyOne makes no representations or warranties regarding the amount of time, transaction fees or other requirements that may be required to complete the transfer of your Property Title s to or from a third party wallet or other source and for said Property Title s to become available in your Account.
8.2.6. Ownership and Control of Property Titles in Your Account
All Property Titles are held in your Account on the following basis:
(A) Property Title s shall at all times remain with you and shall not transfer to NiftyOne . As the owner of Property Title s in your Account, you shall bear all risk of loss of such Property Title s. NiftyOne shall have no liability for fluctuations in the fiat currency value of Property Title s held in your Account.
(B) None of the Property Titles in your Account are the property of, or shall or may be loaned to, NiftyOne; NiftyOne does not represent or treat Property Titles in User’s Accounts as belonging to NiftyOne.
(C) You control the Property Title s held in your Account. At any time, subject to outages, downtime, and other applicable policies (including the Terms), you may withdraw your Property Title s by sending them to a different blockchain address controlled by you or a third party.
8.2.7. No Obligation for Lost or Stolen Property Titles
NiftyOne is under no obligation to issue any replacement Property Title in the event that any Property Title , password or private key is lost, stolen,
malfunctioning, destroyed or otherwise inaccessible.
8.2.8. Responsibility for Accurate Property Title Transfers
It is your responsibility to ensure that you send all Property Title s, to the correct address provided for that particular Property Title , including with respect to any Property Title s that you send to the Platform. If you send a Property Title to an address that does not correspond to that exact Property Title (such as an address not associated with your Account or the specific Property Title sent), such Property Title may be lost forever. By sending any Property Title s to the Platform, you attest that you will only send a supported Property Title to the Platform wallet address provided to you. You agree that NiftyOne incurs no obligation whatsoever with regards to sending unsupported Property Title s to an address provided to you on the Platform. Similarly, if you send a Property Title from your Account to an external address that does not correspond to that exact Property Title , such Property Title may be lost forever.
8.2.9. Liability for Losses in Property Title Transfers
You assume all liability for any Losses incurred as a result of sending Property Title s to an incorrect address (such as typos, errors, copy-paste attacks, or an address not associated with your Account, or an address not associated with the specific Property Title ). You are solely liable for verifying the accuracy of any external wallet address, and the identity of the recipient. All outbound transfers of Property Title s cannot be reversed once they are broadcast to the underlying blockchain network. NiftyOne does not and cannot guarantee that any transfer will be confirmed or transferred successfully. NiftyOne is not responsible for any losses or for taking any actions to attempt to recover any lost, stolen, misdirected or irrecoverable Property Title s. If the Property Title s are recoverable, we may in our sole discretion attempt to recover them, but such recovery efforts are in no way guaranteed.
8.2.10. Liability for Rejected or Failed Property Title Transfers
When you elect to transfer Property Title s from your Account to a third party wallet address or other location, it is always possible that the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting the Platform. You agree that you shall not hold NiftyOne liable for any damages arising from a rejected or failed transfer.
8.2.11. Ownership and Authorization of Property Titles
You hereby represent and warrant to us that any Property Title s used by you in connection with the Services (including any Property Title s used to fund your Account) are either owned by you or that you are validly authori z ed to carry out transactions using such Property Title s, and that all transactions initiated with your Account are for your own Account and not on behalf of any other person.
8.2.12. Responsibility for Accurate Withdrawal Address Details
It is your responsibility entirely to provide us with correct details of any withdrawal address. We accept no liability resulting in you or any third party not receiving Property Title s withdrawn by you due to you providing incorrect, erroneous, incompatible or out-of-date details.
8.3. Fiat currency
8.3.1. Support for Multiple Fiat Currencies
Where specified on the Site or in a Service Schedule, and depending on your location, the Platform may support various fiat currencies for deposit, withdrawal, and/or trading, using wire transfers, credit cards, or other appropriate methods.
8.3.2. Conversion of Fiat Currency to Electronic Money (E-Money)
Once we receive fiat currency that you load into your Account, we may issue you with an equivalent amount of electronic money ("E-Money"), denominated in the relevant fiat currency, which represents the fiat currency that you have loaded. This amount will be displayed in your Account.
8.3.3. E-Money Disclaimer and Account Status
E-MONEY IS NOT LEGAL TENDER. NiftyOne IS NOT A DEPOSITORY INSTITUTION AND YOUR E-MONEY IS NOT A DEPOSIT OR INVESTMENT ACCOUNT. YOUR E-MONEY ACCOUNT IS NOT INSURED BY ANY PUBLIC OR PRIVATE DEPOSIT INSURANCE AGENCY.
8.3.4. E-Money Account and Interest
E-Money held in your Account will not earn any interest. Your Account may hold E-Money denominated in different currencies and we will show the E-Money balance for each currency that you hold.
8.3.5. Property Title Purchase with E-Money
You may purchase Property Title s by using E-Money credited to your Account (depending on your location). To carry out a Property Title purchase using E Money, you must follow the relevant instructions on the Site. You authori z e us to debit E-Money from your Account to complete your purchase. Although we will attempt to deliver Property Title s to you as promptly as possible, E-Money may be debited from your Account before Property Title s are delivered to your Account.
8.3.6. Property Title Sale for Fiat Currency
You may sell Property Title s in exchange for certain fiat currencies (depending on your location). To carry out a Property Title sale, you must follow the relevant instructions on the Site. You authori z e us to debit Property Title s from your Account and send instructions to credit your Account with the relevant amount of fiat currency. Once we receive the fiat currency, we will issue you with an equivalent amount of E-Money denominated in the relevant fiat currency.
8.3.7. E-Money Redemption and Withdrawal
You may redeem all or part of any E-Money held in your Account at any time subject to outages, downtime, and other applicable policies (including the Terms), by selecting the relevant option in the Site and following the instructions. Unless agreed otherwise, funds will be transferred to the bank account you have registered with us. You hereby represent and warrant that this bank account is your own, and that you have full control over it. It is your responsibility entirely to provide us with correct details of your withdrawal account. We accept no liability resulting in you not receiving any amounts withdrawn by you due to you providing incorrect or out-of-date details.
8.3.8. Termination and Redemption of E-Money
If the Terms are terminated, we may redeem any E-Money remaining in your Account and attempt to transfer the equivalent amount of fiat currency to the bank account you have registered with us. Prior to redeeming E-Money from your Account, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes, and as required by Applicable Law. This may mean you are prevented or delayed from withdrawing E-Money until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements.
9. Unclaimed Or Abandoned Property
9.1. Unclaimed or Abandoned Property Handling
If NiftyOne is holding Assets in your Account ( "Unclaimed or Abandoned Property" ), and we are unable to contact you and have no record of your use of the Services for a prolonged period of time or your Account has been closed, Applicable Laws may require us to report such Unclaimed or Abandoned Property as unclaimed property to the applicable jurisdiction. If this occurs, NiftyOne will try to locate you using the details shown in our records in relation to your Account, but if NiftyOne is unable to locate you, we may be required to deliver any such Unclaimed or Abandoned Property to the applicable jurisdiction as unclaimed property. NiftyOne reserves the right to deduct a dormancy fee or other administrative charges from such Unclaimed or Abandoned Property, as permitted by Applicable Laws.
9.2. Handling of Unclaimed or Abandoned Property
If NiftyOne is holding Unclaimed or Abandoned Property, and we are unable to contact you and have no record of your use of the Services for a prolonged period of time or your Account has been closed, and Applicable Laws do not require us to report such Unclaimed or Abandoned Property as unclaimed property to the applicable jurisdiction, then you acknowledge and agree that your Account may be transferred to NiftyOne , or an Affiliate of NiftyOne , as Trustee of the Unclaimed or Abandoned Property. NiftyOne or the Affiliate of NiftyOne (as applicable), as Trustee, will hold the Unclaimed or Abandoned Property on your behalf and shall, on demand, repay to you the Unclaimed or Abandoned Property subject to your payment of any dormancy fee or other administrative charges that the Trustee may deduct from the Unclaimed or Abandoned Property. If no such demand is made by you, the Trustee may pay the Unclaimed or Abandoned Property into court in the applicable jurisdiction in accordance with Applicable Laws.
9.3. Account Handling in the Event of Owner's Death
If we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account and during this time, no transactions may be completed until: your designated fiduciary has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authori z e us to make enquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account. If you have not designated a fiduciary, then we reserve the right to treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust or other similar documentation, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account. Pursuant to the above, the opening of a new Account by a designated fiduciary is mandatory following the death of an Account owner, and you hereby agree that your fiduciary will be required to open a new Account in order to gain access to the contents of your Account.
10. Debit Account Balance
10.1. Payment Obligations for Debit Balances
If at any time your Account has a debit balance, you agree to pay us: (i) the applicable fees set out in the Fee Schedule; (ii) the total debit balance; and (iii) such other amounts specified in the Terms.
10.2. Consequences of Non-Payment
If you fail to pay such amounts, we may suspend your ability to use the Services or close your Account. We also reserve the right to debit your Account accordingly and/or to withhold amounts from fiat currency and Property Title s that you may transfer to your Account.
10.3. Consequences of Unpaid Balances
If, after a demand is made by NiftyOne, you have not made payment of the outstanding debit balance by the time stated in the demand, then:
11. Third Party Permissions To Connect To Or Access Your Account
If you grant express permission to a third party to connect to your Account, either through the third party's product or through the Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under the Terms. Further, you acknowledge and agree that you will not hold NiftyOne responsible for, and will indemnify NiftyOne from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant.
12. Account Suspension And Closure; Service Suspension And Termination
12.1. NiftyOne Discretionary Actions
NiftyOne may, in its sole and absolute discretion and at any time, without liability to you or any third party:
12.2. Continuation of Obligations
Such actions will not relieve you from your obligations pursuant to the Terms and may be taken as a result of a number of factors, including without limitation:
12.3. Exclusive Remedy for Disagreements
If you do not agree with any actions taken by us under Section 12.1, then your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any actions taken by us under Section 12.1.
12.4. Temporary Account Suspension for Technical Issues
Without limitation to the foregoing, we may temporarily suspend access to your Account in the event that a technical problem causes a system outage or Account errors until the problem is resolved.
12.5. Notification of Buy and Sell Processing Suspension
Where required by Applicable Laws, we will notify you promptly if we have suspended processing your Buy or Sell Instructions and, if possible, provide our reasons for doing so and anything you can do to correct or remedy the matters giving rise to such suspension.
12.6. Account Closure and Termination
You may close your Account or terminate your access to and use of the Services at any time upon request to NiftyOne , in accordance with the Terms. In order to close your Account or terminate your access to and use of the Services, you should contact us for assistance. You may not close an Account if we determine, in our sole discretion, that such closure is being performed in an effort to evade a legal or regulatory investigation or to avoid paying any amounts otherwise due to NiftyOne or its Affiliates.
12.7. Withdrawal and Account Closure
We encourage you to withdraw any remaining balance of Assets prior to issuing a request to close your Account. We reserve the right to restrict or refuse to permit withdrawals from your Account if:
12.8. Cancellation of Pending Transactions
Upon closure or suspension of your Account, you authorize NiftyOne to cancel or suspend pending transactions.
12.9. Ongoing Account Responsibility
Notwithstanding that you or NiftyOne closes or deactivates your Account or terminates or suspends your access to and use of any Services, or the termination or expiry of the Terms, you shall remain liable for all activity conducted with or in connection with your Account while it was open, and for all amounts due in connection with such activity.
13. Restricted Activities
In connection with your use of the Services, you agree that you will not:
14. Electronic Trading Terms
14.1. Discontinuation of Property Title Support
NiftyOne may, in its sole discretion, choose to discontinue support for a currently listed or supported Property Title at any time, including without limitation where there are changes in the characteristics of such Property Title .
14.2. Transaction Failures and Responsibilities
A transaction on the Platform may fail for several reasons including, without limitation, as a result of a change in prices, insufficient margin, or unanticipated technical difficulties. NiftyOne makes no representation or warranty that any transaction will be executed properly. Under no circumstances are we liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures via your Account. You have full responsibility for determining and inquiring into the failure of any transaction which you initiate.
14.3. Handling Unauthorized Data, Information, and Software
In the event that you receive any data, information, or software through our Services other than that which you are entitled to receive pursuant to the Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Property Title s and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal.
14.4. Trade Execution and Transaction Restrictions
We may refuse to execute a trade or impose trade amount limits or restrictions at any time, in our sole discretion without notice. Specifically, we reserve the right to refuse to process, and the right to cancel or reverse, any transaction, as well as to revoke access to a User's deposit address on the Platform, where we suspect the transaction involves money laundering, terrorist financing, fraud, or any other type of crime or if we suspect the transaction relates to a prohibited use as stated in the Terms. NiftyOne reserves the right to halt deposit activity at our sole discretion. A User may not change, withdraw, or cancel its authorization to make a transaction, except with respect to partially filled Buy or Sell Instructions.
14.5. Correction of Transaction Errors
NiftyOne may correct, reverse, or cancel any trade impacted by an error in processing a User's transaction or otherwise. The User's remedy in the event of an error will be limited to seeking to cancel a Buy or Sell Instruction or obtaining a refund of any amounts charged to the User. NiftyOne cannot guarantee such cancellations or refunds will always be possible.
14.6. Partial Buy and Sell Instruction Execution
Buy and Sell Instructions presented to the Matching Engine may be partially executed or may be executed by one or more Buy or Sell Instructions placed on the Matching Engine by other Users, depending on the trading activity on the Matching Engine at the time a Buy or Sell Instruction is placed.
14.7. Property Title Market Dynamics and Exchange Rates
The Property Title s available for purchase through the Platform may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while NiftyOne uses commercially reasonable methods to provide Exchange Rate information to you through the Platform, the Exchange Rate information we provide may differ from prevailing exchange rates made available by third parties. Similarly, the actual market rate at the time of your trade may be different from the indicated Exchange Rate. You agree that you assume all risks and potential losses associated with price fluctuations or differences in any actual versus indicated Exchange Rates.
15. Attacks On Blockchain Networks
15.1. Response to Blockchain Network Attacks
NiftyOne cannot prevent or mitigate attacks on blockchain networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, NiftyOne reserves the right to take (or to not take) actions, including, but not limited to, immediately halting trading, deposits and withdrawals for a Property Title if we believe that the Property Title 's network is compromised or under attack. If such an attack caused the Property Title to greatly decrease in value, we may discontinue trading in such Property Title entirely.
15.2. Handling Property Titles During Network Attacks
Resolutions concerning deposits, withdrawals and User balances for a Property Title that has had its network attacked will be determined on a case-by-case basis by NiftyOne in its sole discretion. NiftyOne makes no representation and does not warrant the safety of the Services and you assume all liability for any lost value or stolen property.
16. Site; Third Party Content
16.1. Information Accuracy Disclaimer
NiftyOne strives to provide accurate and reliable information and content on the Site, but such information may not always be correct, complete, or up to date. You should always carry out your own independent appraisal and investigations in relation to such information and not rely on it in any way.
16.2. Third Party Content Disclaimer
The Site may also contain links to third party websites, applications, events or other materials ( "Third Party Content" ). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by NiftyOne of any products or services. NiftyOne makes no representation as to the quality, suitability, functionality or legality of Third Party Content, or to any goods and services available from third party websites, and NiftyOne shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Site or in any Third Party Content.
16.3. Third-Party Goods and Services Disclaimer
We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party (including other Users of the Platform). We are not responsible for ensuring that a third party buyer or seller you transact with will complete the transaction or is authori z ed to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party purchased using Property Title s in connection with the Services, you must resolve the dispute directly with that third party.
17. Availability
17.1. Service Availability and Reliability Disclaimer
We do not represent that you will be able to access your Account or the Services 100% of the time. Your Account and the Services are made available to you without warranty of any kind, either express or implied. There are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or loss of transmitted information. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays. We may, from time to time, suspend access to your Account and the Services, for both scheduled and emergency maintenance.
17.2. Service Quality and Availability Disclaimer
You acknowledge and agree that neither NiftyOne nor any other Indemnified Party shall have any liability to you or any third party for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between NiftyOne (or any other Indemnified Party) and you, regardless of cause.
17.3. Service Availability and Geographic Restrictions
NiftyOne may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements. In addition, NiftyOne may determine not to make the Services, in whole or in part, available to you, depending on your location. If you travel to a Restricted Territory, our Services may not be available and your access to our Services may be blocked. You acknowledge that this may impact your ability to trade on the Platform and/or monitor any existing Orders or open positions or otherwise use the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.
18. Right To Change, Suspend Or Discontinue Services
18.1. Changes and Suspension of Services
We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice and without liability. We may advise you of any such changes, suspensions or discontinuations via your Account or the other contact details that you have provided to us but shall have no obligation to do so.
18.2. Response to Service Modifications
If you do not agree with any change, suspension, or discontinuance of any aspect of the Services, then your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any such changes, suspensions, discontinuations or decisions.
19. Updates To The Terms
19.1. Updates to the Terms and Your Responsibility
We reserve the right to amend any part of the Terms, at any time, by posting the revised version of the Terms on the Site, with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. You acknowledge that it is your responsibility to check the Terms periodically for changes.
19.2. Options Regarding Amendments to the Terms
If you do not agree with any amendments to the Terms, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any amendment of the Terms.
20. Fees
20.1. Payment Obligations and Fee Schedule Amendments
In consideration for the use of the Services, you agree to pay to NiftyOne the appropriate fees, as set forth in our Fee Schedule displayed on the Site ("Fee Schedule"), which NiftyOne may revise or update in its sole discretion from time to time. If you do not agree with any amendments to the Fee Schedule, your sole and exclusive remedy is to terminate your use of the Services and close your Account.
20.2. Alternative Fee Schedule for Eligible Users
On request, NiftyOne may make available an alternative fee schedule ( "Alternative Fee Schedule" ) to Users who satisfy certain criteria (such as in relation to trading volume), which are determined by NiftyOne in its sole discretion from time to time.
20.3. Authorization for Deducting Transaction Fees
You authorize NiftyOne to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the Fee Schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.
21. Taxes
21.1. Transaction Record and Tax Responsibility
You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your activities on the Platform, and to collect, report, and remit the correct tax to the appropriate tax authority.
21.2. Tax Responsibility and Collection
NiftyOne is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. However, in some cases NiftyOne will collect and remit taxes to the p roper taxing authorities and You will save and hold harmless NiftyOne form and against any claims arising from such collection and remittance.
22. Right To Use Services; API Use; Third Party Applications
22.1. License
22.1.1. Restricted Use License
NiftyOne grants you a limited, non-exclusive, non-sublicensable, and non transferable license, subject to the Terms, to access and use the Services solely for approved purposes as determined by NiftyOne . Any other use of the Services is expressly prohibited. NiftyOne and its licensors reserve all rights in the Services, and you agree that the Terms do not grant you any rights in, or licenses to, the Services except for the limited license set forth above.
22.1.2. Prohibited Actions and Termination of Access
Except as expressly authori z ed by NiftyOne , you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. If you violate any portion of the Terms, your permission to access and use the Services may be terminated pursuant to the Terms.
22.1.3. Intellectual Property Rights
"NiftyOne.io", "NiftyOne" and all logos related to the Services are either trademarks, or registered marks of NiftyOne or its licensors. You may not copy, imitate, or use them without NiftyOne's prior written consent. All right, title, and interest in and to the Site and any Mobile Application, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of NiftyOne and its licensors.
22.2. API use
22.2.1. API Usage License and Terms
Subject to your compliance with the Terms and any other agreement which may be in place between you and NiftyOne relating to your use of the API, NiftyOne grants you a limited, revocable, non-exclusive, non-transferable, non sublicensable license, to use the API solely for the purposes of trading on the Platform. You agree to not use the API or data provided through the API for any other purpose. You agree your access and use of the API shall be entirely at your own risk, and that NiftyOne will not be responsible for any liabilities that you incur as a result of the use of the API or actions you take based on the API.
22.2.2. API Usage Limits and Discretion
NiftyOne may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, NiftyOne may moderate your activity or cease offering you access to the API (or any other API offered by NiftyOne), each in its sole discretion.
22.2.3. Immediate API Suspension or Termination
NiftyOne may immediately suspend or terminate your access to the API without notice if we believe you are in violation of the Terms or any other agreement which may be in place between you and NiftyOne related to your use of the API.
22.3. Third Party Applications
22.3.1. Use of Services via Third Party Portals
We offer our Services to users both directly and via third party websites, platforms, applications and other access portals (collectively, “Third Party Portals”). If you are accessing these Terms via a Third Party Portal, you agree (a) to comply with all applicable terms of service of such Third Party Portal, (b) that you are solely responsible for payment of any and all costs and fees associated with such Third Party Portals, and (c) we do not owe you any duty of care with respect to such Third Party Portals, nor do we accept any responsibility for them.
22.3.2. Responsibilities When Granting Third-Party Access
If you grant express permission to a third party to connect to your Account, either through the third party’s product or through the Services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms.
22.3.3. Indemnification and Liability Regarding Third-Party Actions
You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant. You expressly agree that your use of any Third Party Portal is at your own risk and we will not be liable to you for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, arising out of or in connection with your use of Third Party Portals.
22.3.4. Post Third-Party Portal Access
In the event that access to the Services via any Third Party Portal is suspended, terminated or cancelled for any reason, you agree that you shall remain bound by these Terms and our Privacy Policy as a user of the Services.
23. Privacy Policy
We are committed to protecting your personal information and to helping you understand exactly how your personal information is being used. You should carefully read our Privacy Policy, which provides details on how your personal information is collected, stored, protected, and used.
24. Confidentiality
24.1. Non-Disclosure Obligation
You shall treat as strictly confidential and not use or disclose any information or documents which you receive (or have received) from us, whether before, during or after the term of the Terms, and whether communicated orally, in writing, in electronic form or otherwise, relating to our business, financial situation, products and services (including the Services), expectations, processes and methods, customers or employees, in each case which is designated as being "confidential" or which by its very nature should obviously be treated as secret and confidential (together "Confidential Information").
24.2. Limited Use of Confidential Information
You may use the Confidential Information solely to the extent necessary to receive the benefit of the Services in accordance with the Terms.
24.3. Exceptions to Confidentiality Obligation
The obligation to maintain confidentiality under this Section 24 shall not apply to any Confidential Information to the extent that such information is:
24.4. Required Disclosure of Confidential Information
If you are required under Applicable Laws or by any Regulatory Authority to disclose Confidential Information to a Regulatory Authority or by Applicable Laws you shall give us such notice as is practical in the circumstances of such disclosure and shall provide all cooperation reasonably requested by us in relation to mitigating the effects of, or avoiding the requirements for, any such disclosure.
24.5. Confidential Information Ownership and Reproduction
Any Confidential Information shall remain the property of NiftyOne and may be copied or reproduced only with our prior written consent.
24.6. Disposal of Confidential Information
Upon request, you shall return or destroy all materials containing our Confidential Information and, where such materials have been destroyed, confirm such destruction in writing. You shall be under no obligation to return or destroy such materials if and to the extent you are required to retain such materials under Applicable Laws, provided that you shall notify us in writing of such requirements, giving details of the materials which have not been destroyed or returned, and this Section 24 shall continue to apply to such materials.
25. Cookies
By accessing the Site, you agree to use cookies in agreement with NiftyOne's Privacy Policy. The Site uses cookies to enable us to retrieve User details for each visit, and to enable the functionality of certain areas of the Site to make it easier for Users visiting the Site to access and use the Services.
26. Indemnification; Release
26.1. Your Liability and Indemnification
You shall and agree to defend, indemnify and hold harmless NiftyOne , its Affiliates and service providers and, in each case, their Personnel (collectively, "Indemnified Parties" and each an "indemnified Party" ) from and against any and all claims and liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) ( "Losses" or "Loss" ) which any Indemnified Party may suffer or incur, arising directly or indirectly out of or in connection with: (i) your use of your Account and/or the Services; (ii) your breach or anticipatory breach of the Terms; or (iii) your violation or anticipatory violation of any Applicable Laws.
26.2. Collaborative Defense of Claims and Losses
You will cooperate as fully required by the Indemnified Parties in the defence of any such claims and Losses. The Indemnified Parties retain the exclusive right to assume the exclusive defence and control of any claims and Losses. You will not settle any claims and Losses without NiftyOne's prior written consent.
26.3. Claims Release
You hereby agree to release each of the Indemnified Parties from any and all claims and demands (and waive any rights you may have against any of the Indemnified Parties in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other User or other third party in connection with the Services (including any Property Title transactions) or the subject matter of the Terms.
27. Limitation Of Liability; No Warranty
30.1 NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE A PARTY'S LIABILITY:
30.1.1 FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
30.1.2 FOR FRAUD. W ILLFUL MISCONDUCT OR FRAUDULENT MISREPRESENTATION; OR
30.1.3 TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAWS.
30.2 SUBJECT TO SECTION 30.1, NEITHER NiftyOne NOR ANY OF THE OTHER INDEMNIFIED PARTIES SHALL BE LIABLE TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR ANY OTHER CAUSE ARISING OUT OF OR IN CONNECTION WITH THE TERMS (OR ARISING OUT OF OR IN CONNECTION WITH: YOUR USE OR INABILITY TO USE THE SERVICES; THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES IN CIRCUMSTANCES WHERE YOU DO NOT OR ARE UNABLE TO USE THE SERVICES; ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; UNAUTHORI Z ED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR ANY OTHER MATTER RELATING TO THE SERVICES) FOR:
30.2.1 INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL LOSS OR DAMAGE; OR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF BUSINESS OR CONTRACT, LOST OPPORTUNITIES, INCREASED COSTS OR EXPENSES (OR WASTED EXPENDITURE INCLUDING PRE-CONTRACT EXPENDITURE), LOSS OF SAVINGS, ANY LIABILITY VOLUNTARILY ASSUMED BY YOU, OR LOSS OF OR DAMAGE TO DATA, IN EACH CASE REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER NiftyOne OR ANY OF THE OTHER INDEMNIFIED PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR
30.2.2 INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
30.3 YOU ACKNOWLEDGE AND AGREE THAT NiftyOne AND ITS AFFILIATES MAY RELY ON ONE OR MORE THIRD PARTY INTERMEDIARIES FOR THE PURPOSES OF PROVIDING THE SERVICES. THE THIRD PARTY INTERMEDIARIES ARE INDEPENDENT THIRD PARTIES AND ARE NOT NiftyOne 'S AGENTS OR SUBCONTRACTORS. SUBJECT TO SECTION 30.1, NiftyOne SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY INTERMEDIARY, OR ANY LOSSES ARISING FROM THE FAULT OF ANY THIRD PARTY INTERMEDIARY, SUCH AS A FAILURE BY A THIRD PARTY INTERMEDIARY TO COMPLY WITH APPLICABLE LAWS OR ANY REASONABLE INSTRUCTIONS PROVIDED BY NiftyOne .
30.4 YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF NiftyOne AND THE OTHER INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER NiftyOne NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTY THAT:
30.4.1 THE SERVICES WILL MEET YOUR REQUIREMENTS;
30.4.2 THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR
30.4.3 THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
30.5 SUBJECT TO SECTION 30.1, NEITHER NiftyOne NOR ANY OF THE OTHER INDEMNIFIED PARTIES WILL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; SERVER FAILURE OR DATA LOSS; CRYPTOCURRENCY WALLETS OR CORRUPT FILES; UNAUTHORI Z ED ACCESS TO SERVICES; OR ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST YOUR COMPUTER OR ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICES.
28. Country-Specific Addenda
If you are a resident of Australia, Japan, South Korea, Hong Kong, China or South Africa, additional terms and conditions may apply to your use of the Services. We may amend this list at any time without notice.
29. Communications In Us English
The Terms are provided to you and concluded in US English. We will communicate with you in US English for all matters related to your use of our Services unless we elect, in our sole discretion, to provide support for other languages.
30. Feedback
You acknowledge and agree that any materials, including without limitation questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide to us or one of our social media accounts, regarding the Services (collectively, "Feedback" ) that are provided by you, whether by email, posting to the Site or social channels, or otherwise, are non-confidential and will become the sole property of NiftyOne . NiftyOne will own exclusive rights, including all intellectual property rights, in and to such Feedback, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
31. Questions And Contact Information
34.1 We often post notices and relevant Services information in our Telegram channel and on our 𝕏/Twitter account, so we advise You to check those channels before contacting support.
Telegram: https://t.me/NiftyOne_Official
Twitter: https://twitter.com/NiftyOne_Official
WeChat: ftexchange
Blog: https://blog.NiftyOne.com/
34.2 To contact us, please visit one of the links or channels above. For support with your Account, you may submit a support ticket at https://NiftyOne.com/support. For legal and media inquiries, please contact legal@NiftyOne.com and media@NiftyOne.com, respectively. Please provide all relevant information, including your Account username and transaction IDs of any related deposits. Although we make no representations or provide no warranties as to the speed of response, we will endeavour to get back to you as soon as possible.
32. Promotions
NiftyOne does not, as a general rule, participate in promotions without an official pronouncement, either on the Site or elsewhere. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to the Platform.
33. Force Majeure And Relief Events
36.1 NiftyOne shall not be responsible (and shall have no liability) for any failure, interruption or delay in relation to the performance of the Services or its obligations under the Terms that results from any abnormal or unforeseeable circumstances outside our reasonable control, including without limitation:
36.1.1 any Force Majeure Event; or
36.1.2 any failure by you to comply with your obligations under the Terms or Applicable Laws ( "Relief Event" ).
34. Assignment And Subcontracting
37.1
You may not assign, novate, or otherwise transfer, any of your rights or obligations under the Terms, or sub-contract the performance of any of your obligations under the Terms, without the prior written consent of NiftyOne . Any attempted assignment, novation, transfer or sub-contracting without our consent shall be void.
37.2
NiftyOne may assign, novate, or otherwise transfer any of its rights or obligations under the Terms to any other person, or sub-contract the performance of any of its obligations under the Terms (including the performance of the Services), at any time and without your consent, and you hereby consent to such assignment, novation, transfer or subcontracting, and agree to take all actions (including by way of executing documents) and other assistance required by NiftyOne to ensure that any such assignment, novation, transfer or subcontracting is effective and enforceable. If you object to such assignment, novation, transfer or sub-contracting you may stop using our Services and terminate the Terms by contacting us and requesting us to close your Account.
38. GENERAL
38.1 Entire agreement
38.1.1 You agree that the Terms constitute the entire agreement between you and NiftyOne with respect to the use of the Services.
38.1.2 You agree that in agreeing to and entering into the Terms you have not been induced to do so by, and have not relied on, any statement, representation, warranty, assurance, covenant, indemnity, undertaking or commitment
( "Representation" ) which is not expressly set out in the Terms.
38.1.3 You agree that your only right of action in relation to any innocent or negligent Representation set out in the Terms or given in connection with the Terms shall be for breach of contract. All other rights and remedies in relation to any such Representation (including those in tort or arising under statute) are excluded.
38.2 Survival
Upon the later of the closure of your Account and the termination of your access to and use of the Services the Terms shall terminate. All rights and obligations of the parties that by their nature are continuing will survive the termination of the Terms.
38.3 Severability
If any provision or part of the Terms is void or unenforceable due to any Applicable Laws, it shall be deemed to be deleted and the remaining provisions of the Terms shall continue in full force and effect. If any invalid, unenforceable or illegal provision of the Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it valid, legal and enforceable.
38.4 Successors and assigns
The Terms shall be binding on, and ensure to the benefit of, the parties to the Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
38.5 Variation and waiver
38.5.1 Subject to Section 22, no variation of the Terms shall be effective unless it is in writing (which for this purpose, does not include email) and signed by, or on behalf of, each of the parties. The expression "variation" includes any variation, supplement, deletion or replacement however effected.
38.5.2 No waiver by NiftyOne of any right or remedy provided by the Terms or by law shall be effective unless it is in writing (which for this purpose, does not include email) and signed by, or on behalf of, NiftyOne . The failure by NiftyOne to exercise, or delay in exercising, any right or remedy provided by the Terms or by law does not: (i) constitute a waiver of that right or remedy; (ii) restrict any further exercise of that right or remedy; or (iii) affect any other rights or remedies. A single or partial exercise by NiftyOne of any right or remedy does not prevent any further or other exercise of that right or remedy or the exercise of any other right or remedy.
38.6 No partnership or agency
Nothing in the Terms or in any matter or any arrangement contemplated by it is intended to constitute a partnership, association, joint venture, fiduciary relationship or other co operative entity between the parties for any purpose whatsoever. Except as expressly provided in the Terms, neither party has any power or authority to bind the other party or impose any obligations on it and neither party shall purport to do so or hold itself out as capable of doing so. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
38.7 Set off
38.7.1 Notwithstanding that any amount is from time to time payable by NiftyOne to you under or by virtue of the Terms or otherwise, you shall not set off such
amount against any amount payable by you to NiftyOne under the Terms.
38.7.2 NiftyOne may set off any amounts which from time to time are payable by NiftyOne to you under or by virtue of the Terms or otherwise against any amounts payable by you to NiftyOne under the Terms.
38.8 Equitable remedies
Without prejudice to any other rights or remedies that NiftyOne may have, you acknowledge and agree that damages alone may not be an adequate remedy for your breach of the Terms. The remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of such provisions of the Terms may be more appropriate remedies.
38.9 Third party rights
Save as otherwise expressly provided in the Terms (such as in Sections 29, 30 and 38.12.8):
38.9.1 the Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and NiftyOne and its Affiliates, which each shall be a third party beneficiary of the Terms; and
38.9.2 no other person shall assert any rights as a third party beneficiary hereunder (notwithstanding any legislation to the contrary anywhere in the world).
38.10 Electronic signature
The Terms may be entered into by electronic means.
38.11 Governing law
The Terms and any Dispute shall be governed by, and construed in accordance with, English law.
38.12 Arbitration
38.12.1 Subject to Section 38.13 below, any Dispute shall be referred to and finally determined by arbitration administered by the London Court of International Arbitration ( " LCIA " ) in accordance with the Arbitration Rules of the LCIA ( " LCIA Rules" ) for the time being in force.
38.12.2 This arbitration agreement shall be governed by English law.
38.12.3 The seat of the arbitration shall be London, United Kingdom. .
38.12.4 The language of the arbitration shall be US English.
38.12.5 The number of arbitrators shall be one.
38.12.6 Each party agrees that:
(A) any Dispute shall be referred to arbitration in accordance with this Clause 38.12 on an individual basis only and not as a claimant or class member
in a purported class or representative action;
(B) combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties.
38.12.7 This agreement to arbitrate shall:
(A) be binding upon the parties, their successors and assigns;
(B) survive the termination of these Terms.
38.12.8 Where a User alleges or claims that a Dispute has arisen between it and any of the Indemnified Parties who is not otherwise a party to these Terms, that
Indemnified Party may require that the Dispute be finally settled by arbitration in accordance with this Section 38.12 (without prejudice to that Indemnified Party's right to make a jurisdictional challenge), provided that such Indemnified Party exercises its right to arbitration under this Section 38.12 by notice in writing to all parties to the Terms within 7 days of being notified in writing of the Dispute. For the avoidance of doubt, the User provides express consent to the joinder of such Indemnified Party to an arbitration commenced pursuant to this Section 38.12.
38.13 Exception to arbitration
If you are a resident of a jurisdiction where the law prohibits arbitration of Disputes, Section 38.12 above will not apply to you. Instead, each party irrevocably agrees that the Courts of England and Wales located in London, England shall have exclusive jurisdiction in relation to any Dispute and each party irrevocably waives any right that it may have to object to an
action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1. DEFINITIONS
1.1 As used throughout the Terms unless the context requires otherwise:
"Affiliate" means, in relation to a party, any person that directly, or indirectly through one or more intermediaries, controls , is controlled by, or is under common control with, such party. A person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise.
"Applicable Laws" means all laws, including rules of common law, principles of equity, statutes, regulations, directives, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments and any awards of other industrial instruments, which are applicable to the provision, receipt or use of the Services or any products or other deliverables provided, used or received in connection with the Services.
"Assets" means the Property Title s, fiat currency and E-Money held in your Account. "BTC" means the cryptocurrency Bitcoin.
" Property Title s" means any property title that is supported by and made available from time to time to transact in using the Platform.
"Dispute" means any dispute, claim, controversy or difference arising out of or in connection with the Terms, including any question regarding its existence, validity, subject matter, interpretation, negotiation, termination or enforceability, and any dispute, claim, controversy or difference regarding any non-contractual obligations arising out of or in connection with the Services.
"Exchange" means the trading platform operated by NiftyOne or its Affiliates through which the Services may be offered to Users to transact in Property Title s with other Users.
"fiat currency" means any government issued national currency.
"Force Majeure Event" means any circumstance not within a party's reasonable control including:
(i) acts of God, flood, drought, earthquake or other natural disaster;
(ii) epidemic or pandemic;
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(iv) nuclear, chemical or biological contamination or sonic boom;
(v) any law or any action taken by a Regulatory Authority, including the imposition of an export or import restriction, quota or prohibition;
(vi) collapse of buildings, fire, explosion or accident; and
(vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party (or its Affiliates) seeking to rely on this clause).
"Mobile Application" means any mobile application developed or provided by NiftyOne and/or any of its Affiliates through which Users can access the Platform.
" Buy or Sell " means each instruction presented by you to the Matching Engine to purchase or sell a specified quantity of a Property Title at a specified price of the Property Title in which trading is denominated on the Matching Engine ; the second Property Title in a trading pair (e.g. USD in the Property Title /USD trading pair).
" Matching Engine " means the central matching engine operated by NiftyOne on the Platform.
"Parties" means the parties to the Terms, being you and NiftyOne (or, where applicable, the Service Provider responsible for providing a Specified Service to you as specified in a Service Schedule, insofar as that Specified Service is concerned), and " party " shall mean any one of the foregoing (as the context requires).
"Personnel" means the directors, officers, employees, agents, joint venturers, and contractors or subcontractors of a person.
"Regulatory Authority" means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation , self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation , or any division or instrumentality thereof, including any tax authority.
"Service Provider" means the entity specified in a Service Schedule as responsible for providing the Specified Service referred to in that Service Schedule.
"Service Schedule" means the Service Schedules set out in the Schedules (other than this Schedule 1) to the General Terms.
"Specified Service" means any service specified in a Service Schedule.
"transaction" or "trade" means each transaction or trade carried out (or to be carried out) via the Platform relating to buying, selling, exchanging, holding, staking, lending, borrowing, sending, receiving or otherwise transacting in a Property Title .
"User" means a user of the Services, including you.
2. INTERPRETATION
2.1 References to the Terms and other agreements
In the Terms, except where the context otherwise requires:
2.1.1 a reference to the Terms includes a reference to the Service Schedules and any other Schedules to it, each of which forms part of the Terms;
2.1.2 a reference to a Section or Schedule (other than to a schedule to a statutory provision) is a reference to a Section or Schedule (as the case may be) of, or to, the Terms and reference to a paragraph is to a paragraph of the relevant Schedule;
2.1.3 the headings are for convenience only and shall not affect the interpretation of the Terms;
2.1.4 a reference to the Terms includes the Terms as amended or supplemented in accordance with its terms; and
2.1.5 a reference to any agreement or other instrument (other than an enactment or statutory provision) is to that agreement or instrument as from time to time
amended, varied, supplemented, substituted, novated or assigned otherwise than in breach of the Terms.
2.2 Singular, plural and gender
Words in the singular include the plural and vice versa and a reference to one gender includes other genders.
2.3 References to persons and companies
In the Terms, except where the context otherwise requires:
2.3.1 a reference to a person includes a reference to any individual, firm, company, government, state or agency of a state, local or municipal authority or
government body or any joint venture, association or partnership (whether or not having separate legal personality);
2.3.2 a reference to a company includes any company, corporation or other body corporate wherever and however incorporated or established; and
2.3.3 a reference to an individual includes that individual's estate and personal representatives.
2.4 References to time periods
In the Terms, except where the context otherwise requires, any reference to a date or time is a reference to that date or time in the principal financial centre of the country in which the registered office of NiftyOne (or the relevant Affiliate of NiftyOne ) is located, unless
otherwise agreed in writing. A reference to a day means a period of 24 hours ending at midnight. Any period of time shall be calculated exclusive of the day from which the time period is expressed to run or the day upon which the event occurs which causes the period to start running.
2.5 References to legislation and legal terms
In the Terms, except where the context otherwise requires, a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision, and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, modified, incorporated or reproduced and to any enactment, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces, consolidates, incorporates or reproduces it.
2.6 Includes and including
In the Terms, except where the context otherwise requires:
2.6.1 the words and phrases "includes", "including", "in particular" (or any terms of similar effect) shall not be construed as implying any limitation; and
2.6.2 general words shall not be given a restrictive meaning because they are preceded or followed by particular examples.
2.7 To the extent that
In the Terms, except where the context otherwise requires, the phrase "to the extent that" is used to indicate an element of degree and shall mean "to the extent that" and not solely "if", and similar expressions shall be construed in the same way.
2.8 Writing
A reference to writing includes any modes of reproducing words in any legible form and, except where expressly stated otherwise, shall include email.
1. Introduction
NiftyOne Inc. (including its subsidiaries and affiliates including NiftyOne (UK) LLC (“NiftyOne,” “we,” “us” or “our”) is a property trading exchange accessible via our site located at www.niftyone.io and our mobile application NiftyOne. Our Privacy Policy (“Privacy Policy”) is designed to help you understand how we collect, use and share your personal information and to assist you in exercising the privacy rights available to you.
SCOPE
This Privacy Policy applies to personal information processed by us in our business, including on our websites, mobile applications, and other online or offline offerings (collectively, the “Services”). This Policy applies to our operating divisions, subsidiaries, affiliates, and branches.
2. Personal Information We Collect
The categories of personal information we collect depend on whether you are a customer, user, applicant or visitor, and the requirements of applicable law.
Information You Provide to Us
Your Communications with Us. We collect personal information from you such as email address, phone number, or mailing address when you request information about our Services, request customer or technical support, apply for a job or otherwise communicate with us.
Surveys. We may contact you to participate in surveys. If you decide to participate, you may be asked to provide certain information which may include personal information.
Social Media Content. We may offer forums, blogs, or social media pages. Any content you provide on these channels will be considered “public” and is not subject to privacy protections.
Registration for Sweepstakes or Contests. We may run sweepstakes and contests. Contact information you provide may be used to reach you about the sweepstakes or contest and for other promotional, marketing and business purposes, if permitted by law. In some jurisdictions, we are required to publicly share information of winners.
Information Collected Automatically or From Others Automatic Data Collection. We may collect certain information automatically when you use the Services. This information may include your Internet protocol (IP) address, user settings, MAC address, cookie identifiers, mobile carrier, mobile advertising and other unique identifiers, details about your browser, operating system or device, location information, Internet service provider, pages that you visit before, during and after using the Services, information about the links you click, and other information about how you use the Services. Information we collect may be associated with accounts and other devices.
In addition, we may automatically collect data regarding your use of our Services, such as the types of content you interact with and the frequency and duration of your activities. We may combine your information with information that other people provide when they use our Services, including information about you when they tag you.
Cookies, Pixel Tags/Web Beacons, Analytics Information, and Interest-Based Advertising technologies. We, as well as third parties that provide content, advertising, or other functionality on the Services, may use cookies, pixel tags, local storage, and other technologies (“Technologies”) to automatically collect information through the Services. Technologies are essentially small data files placed on your computer, tablet, mobile phone, or other devices that allow us and our partners to record certain pieces of information whenever you visit or interact with our Services.
Analytics and Financial Data. We use third-party tools to monitor and analyze the use of our Services, and to automate certain processes related to the development and operation of our Services:
Information from Other Sources. We may obtain information about you from other sources, including through third party services and organizations to supplement information provided by you. For example, if you access our Services through a third-party application, such as an app store, a third-party login service, or a social networking site, we may collect information about you from that third-party application that you have made public via your privacy settings. Information we collect through these services may include your name, your user identification number, your user name, location, gender, birth date, email, profile picture, and your contacts stored in that service. This supplemental information allows us to verify information that you have provided to us and to enhance our ability to provide you with information about our business, products, and Services.
3. How We Use Your Information
We use your information for a variety of business purposes, including to: Fulfill our contract with you and provide you with our Services, such as:
Analyze and improve our Services pursuant to our legitimate interest, such as:
Provide you with additional content and Services, such as:
Automated profiling. We may use technologies considered automated decision making or profiling. We will not make automated decisions about you that would significantly affect you, unless such a decision is necessary as part of a contract we have with you, we have your consent, or we are permitted by law to use such technology. You may escalate any concerns you have by contacting us below.
Use De-identified and Aggregated Information. We may use personal information and other data about you to create de-identified and aggregated information, such as de-identified demographic information, de-identified location information, information about the computer or device from which you access our Services, or other analyses we create.
Share Content with Friends or Colleagues. Our Services may offer various tools and functionalities. For example, we may allow you to provide information about your friends through our referral services. Our referral services may allow you to forward or share certain content with a friend or colleague, such as an email inviting your friend to use our Services.
How We Use Automatic Collection Technologies. We, as well as third parties that provide content, advertising, or other functionality on the Services, may use cookies, pixel tags, local storage, and other technologies to automatically collect information through the Services. Our uses of these Technologies fall into the following general categories:
Cross-Device Tracking. Your browsing activity may be tracked across different websites and different devices or apps. For example, we may attempt to match your browsing activity on your mobile device with your browsing activity on your laptop. To do this our technology partners may share data, such as your browsing patterns, geo-location and device identifiers, and will match the information of the browser and devices that appear to be used by the same person.
Notice Regarding Third Party Websites, Social Media Platforms and Software Development Kits. The Services may contain links to other websites, and other websites may reference or link to our website or other Services. These other websites are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. We do not endorse, screen or approve and are not responsible for the privacy practices or content of such other websites or applications. Visiting these other websites or applications is at your own risk.
Our Services may include publicly accessible blogs, forums, social media pages, and private messaging features. By using such Services, you assume the risk that the personal information provided by you may be viewed and used by third parties for any number of purposes. In addition, social media buttons such as Facebook, Linked In, Google, etc. (that might include widgets such as the “share this” button or other interactive mini-programs) may be on our site. These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. These social media features are either hosted by a third party or hosted directly on our site. Your interactions with these features apart from your visit to our site are governed by the privacy policy of the company providing it.
We may use third party APIs and software development kits (“SDKs”) as part of the functionality of our Services. APIs and SDKs may allow third parties including analytics and advertising partners to collect your personal information for various purposes including to provide analytics services and content that is more relevant to you. For instance, we use the SardineAI SDK for fraud protection purposes. The SardineAI SDK collects your mobile battery usage, mobile Device Identifier, device storage information, MAC Address, and SIM information and collects enough information to determine if you are trying to hide your current location by using a VPN, VPN apps with location spoofing, or other related tools. For more information about our use of APIs and SDKs, please contact us as set forth below.
4. Disclosing Your Information To Third Parties
We may share your personal information with the following categories of third parties:
Service Providers. We may share any personal information we collect about you with our third- party service providers. The categories of service providers (processors) to whom we entrust personal information include: IT and related services; banks and trust companies; information and services; payment processors; customer service providers; and vendors to support the provision of the Services.
For the provision of fiat payment functions available in NiftyOne, we may share personal data you have provided to NiftyOne during the Account Creation process (see Personal Information We Collect) with Paysafe during the wallet sign-up process for the purpose of responding to regulatory queries received by our service providers. These secure transfers will be limited to those strictly necessary to meet this purpose and ensure the continuation of the service. For more information on this service https://www.paysafe.com/en/paysafegroup/comprehensive-privacy-policy/.
Business Partners. We may provide personal information to business partners with whom we jointly offer products or services. In such cases, our business partner’s name will appear along with ours.
NFT Partners. Non-fungible token (“NFT”) issuers or projects offering their NFTs via our Services (“NFT Partners”) may offer NFT buyers promotional items or rewards (the “Rewards”) in connection with NFT purchases made via the Services. If you choose to redeem your Rewards, we will provide the NFT Partner with your identifying information, such as your name and mailing address.
Affiliates. We may share personal information with our affiliated companies.
Advertising Partners. Through our Services, we may allow third party advertising partners to set Technologies and other tracking tools to collect information regarding your activities and your device (e.g., your IP address, mobile identifiers, page(s) visited, location, time of day). We may also combine and share such information and other information (such as demographic information and past purchase history) with third party advertising partners. These advertising partners may use this information (and similar information collected from other websites) for purposes of delivering targeted advertisements to you when you visit third party websites within their networks. This practice is commonly referred to as “interest-based advertising” or “online behavioral advertising. We may allow access to other data collected by the Services to share information that may be useful, relevant, valuable or otherwise of interest to you. If you prefer not to share your personal information with third party advertising partners, you may follow the instructions below.
Disclosures to Protect Us or Others. We may access, preserve, and disclose any information we store associated with you to external parties if we, in good faith, believe doing so is required or appropriate to: comply with law enforcement or national security requests and legal process, such as a court order or subpoena; protect your, our or others’ rights, property, or safety; enforce our policies or contracts; collect amounts owed to us; or assist with an investigation or prosecution of suspected or actual illegal activity.
Disclosure in the Event of Merger, Sale, or Other Asset Transfers. If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, purchase or sale of assets, or transition of service to another provider, then your information may be sold or transferred as part of such a transaction, as permitted by law and/or contract.
You acknowledge that all information processed by us may be transferred, processed, and stored anywhere in the world, including but not limited to, the United States or other countries, which may have data protection laws that are different from the laws where you live. We have taken appropriate safeguards to require that your personal information will remain protected and require our third-party service providers and partners to have appropriate safeguards as well. Further details can be provided upon request.
5. Your Privacy Choices And Rights
General
You have certain choices about your personal information. Where you have consented to the processing of your personal information, you may withdraw that consent at any time and prevent further processing by contacting us as described below. Even if you opt out, we may still collect and use non- personal information regarding your activities on our Services and for other legal purposes as described above.
Email and Telephone Communications
If you receive an unwanted email from us, you can use the unsubscribe link found at the bottom of the email to opt out of receiving future emails. Note that you will continue to receive transaction-related emails regarding products or Services you have requested. We may also send you certain non-promotional communications regarding us and our Services, and you will not be able to opt out of those communications (e.g., communications regarding the Services or updates to our Terms or this Privacy Policy).
We process requests to be placed on do-not-mail, do-not-phone and do-not-contact lists as required by applicable law.
Mobile Devices
We may send you push notifications through our mobile application. You may at any time opt- out from receiving these types of communications by changing the settings on your mobile device. We may also collect location-based information if you use our mobile applications. You may opt-out of this collection by changing the settings on your mobile device.
“Do Not Track.”
Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. Please note that we do not respond to or honor DNT signals or similar mechanisms transmitted by web browsers.
Cookies and Interest-Based Advertising
You may stop or restrict the placement of Technologies on your device or remove them by adjusting your preferences as your browser or device permits. The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs. You can access these and learn more about targeted advertising and consumer choice and privacy, at http://www.networkadvertising.org/managing/opt_out.asp, http://www.youronlinechoices.eu/, and http://www.aboutads.info/choices/. To separately make choices for mobile apps on a mobile device, you can download DAA’s AppChoices application from your device’s app store. Alternatively, for some devices you may use your device’s platform controls in your settings to exercise choice.
Please note you must separately opt out in each browser and on each device. Advertisements on third party websites that contain the AdChoices link may have been directed to you based on information collected by advertising partners over time and across websites. These advertisements provide a mechanism to opt out of the advertising partners’ use of this information for interest-based advertising purposes.
Your Privacy Rights
In accordance with applicable law, you may have the right to:
If you would like to exercise any of these rights, please log into your account or contact us as set forth below. We will process such requests in accordance with applicable laws. To protect your privacy, we will take steps to verify your identity before fulfilling your request.
6. Data Retention
We store the personal information we receive as described in this Privacy Policy for as long as you use our Services or as necessary to fulfill the purpose(s) for which it was collected, provide our Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.
7. Security Of Your Information
We take steps to ensure that your information is treated securely and in accordance with this Privacy Policy. Unfortunately, no system is 100% secure, and we cannot ensure or warrant the security of any information you provide to us. To the fullest extent permitted by applicable law, we do not accept liability for unintentional disclosure.
By using the Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services, by mail or by sending an e-mail to you.
8. International Data Transfers
All information processed by us may be transferred, processed, and stored anywhere in the world, which may have data protection laws that are different from the laws where you live. We endeavor to safeguard your information consistent with the requirements of applicable laws.
If we transfer personal information to countries outside the European Economic Area, we will put in place appropriate safeguards to ensure that this transfer complies with the applicable laws and regulations. For more information about these safeguards, please contact us as set forth below.
9. Children’s Information
The Services are not directed to children under 18 (or other age as required by local law), and we do not knowingly collect personal information from children. If you learn that your child has provided us with personal information without your consent, you may contact us as set forth below. If we learn that we have collected any personal information in violation of applicable law, we will promptly take steps to delete such information and terminate the child’s account.
10. Supervisory Authority
If you are located in the European Economic Area or the UK, Switzerland or Brazil you have the right to lodge a complaint with a supervisory authority if you believe our processing of your personal information violates applicable law.
11. Changes To Our Privacy Policy
We may revise this Privacy Policy from time to time in our sole discretion. If there are any material changes to this Privacy Policy, we will notify you as required by applicable law. You understand and agree that you will be deemed to have accepted the updated Privacy Policy if you continue to use the Services after the new Privacy Policy takes effect.
12. Contact Us
If you have any questions about our privacy practices or this Privacy Policy, or if you wish to submit a request to exercise your rights as detailed in this Privacy Policy, please contact us at:
NiftyOne Inc.
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Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improving the user experience. They can also help to ensure that advertisements you see online are more relevant to you and your interests.
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NiftyOne does not require that you provide any personal information. Giving NiftyOne some personal information may be necessary if you would like NiftyOne to contact you, provide you with additional information on NiftyOne products and services or enable you to authenticate your identify when accessing certain products and services.
THIS WEBSITE MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
