These NodeTerminal Terms of Service govern your access to and the use of the App (as defined below) and its Services (as defined below).
These NodeTerminal Terms of Service together with any documents expressly incorporated by reference (“Terms”) are entered into by and between you (“you” or “User”) and the Company (as defined below, the “Company” or “we”), and constitute a legally binding agreement between you and the Company. You and the Company are each a “Party” and, together, the “Parties” to these Terms. If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms.
Please read the Terms carefully before you start using the App or any of the Services. By accessing or using the App or the Services you acknowledge and warrant that you have read, understood, and accepted to be bound by all of the terms and conditions stipulated in these Terms (including all other documents incorporated herein by reference). If you do not agree with all of the provisions of these Terms, or if any of these Terms is unacceptable to you, you must not access or use the App or any of the Services.
We reserve the right, at our sole discretion, to change or modify these Terms at any time and without prior notice to you. Any and all changes or modifications will become effective immediately upon publication on the App or our website (with the “Last Revised” date at the end) and you agree and acknowledge that you will not be explicitly notified about possible amendments and modifications. By continuing to access the App and the Services once revised Terms are published, you agree to be bound by its terms. Please ensure that you check the applicable Terms every time you use our App to understand which Terms apply. If you have any questions or comments regarding these Terms, please contact us at support@nodeterminal.com.
To be eligible to use or access the App, including any Services offered on or through the App, you must be of legal age to form a binding contract (at least 18 years old in most jurisdictions; or the applicable age of majority and contractual capacity in your country of residence). By accessing or using the App, including any Services offered on or through the App, you represent and warrant that you are of legal age to form a binding contract.
By using the App or any of the Services, you agree to these Terms of Service and any policies referenced, and terms that limit our liability and require individual arbitration for any potential legal, which are collectively incorporated herein by reference.
1. Interpretation and DefinitionsWe use data you put into our systems when you use NodeTerminal, and for any other matter in relation with the Services.
1.1 The following capitalized terms shall have the meanings hereinafter assigned to them unless the context clearly otherwise requires:
“NodeTerminal” shall mean a product consisting of an App and Services as owned and operated by the Company;
“AML” shall mean Anti Money Laundering as set forth in Clause 5;
“App” shall mean NodeTerminal, a mobile, web, and software as a service application accessible through the Website, fully owned by the Company;
“Claims” shall have the meaning set out in Clause 10;
“Company” or “we” shall mean Node Terminal Inc., a corporation, incorporated under the Laws of the Republic of Panama, with its registered address at Torre Advance Building, First floor, Ricardo Arias Street, Panama City, Republic of Panama;
“Content” includes, without limitation: (1) any general news and information, commentary, research reports, educational material, and information and data concerning the financial markets, securities and other subjects; (2) financial and investment interactive tools, such as alerts or calculators; (3) Company name, logos, products and service names, trademarks owned by the Company and (4) any other information, content, services, or software.
“DEX” shall mean decentralized exchange;
“DLT” shall mean distributed ledger technology;
“ETH” shall mean the cryptocurrency Ethereum;
“Indemnified Party(ies)” shall have the meaning set forth in Clause 10;
“Intellectual Property” shall mean all of our intellectual property, including inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, User interface design, text, logos, images, information and data pertaining to the Services, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon;
“KYC” shall mean Know Your Customer as set forth in Clause 5;
“KYB” shall mean Know Your Business as set forth in Clause 5;
“Last Revised” shall mean the latest version of the Terms denoted by its date positioned at the end of the document;
“Node” shall mean any computer that connects to a blockchain network, supporting the network by validating and relaying transactions. Nodes maintain a copy of the blockchain and can either be full nodes, which store the entire blockchain, or lightweight nodes, which store only a subset of the blockchain data. Nodes play a crucial role in ensuring the integrity and security of the blockchain by participating in the consensus process.
“Privacy Policy” shall mean NodeTerminal Privacy Policy, accessible at the Website and incorporated herein by reference, for additional information regarding our privacy terms.
“Restricted Areas” shall have the meaning as set out in Clause 5.1;
“Ineligible Persons” shall have the meaning as set out in Clause 5.1;
“Services” shall have the meaning as set out in Clause 3;
“Terms” shall mean these NodeTerminal Terms of Service, including any other documents incorporated herein by reference;
“Tokens” shall mean any digital asset which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. Furthermore, a Token is expressed as a unit; capable of being transferred, stored, and traded on a peer-to-peer basis with or without conditions or limitations.
“User” or “you” shall mean you, the user of the NodeTerminal App;
“Wallet” shall mean a combination of a User’s public address and corresponding private key (or mnemonic phrase or keystore file with password) that holds any tokens that are created and/or received on a public blockchain such as Ethereum or Binance Chain, which may associate with corresponding transactions related to this address;
“Website” shall mean the Company’s website located at nodeterminal.com.
2. Access to the App and ServicesWe collect information about you from the following categories of sources:
2.1 By using the App or Services, you represent and warrant that:
you have full legal capacity and authority to agree and bind yourself to these Terms;
you are aware of applicable laws and regulations governing your use of the Services. You shall be solely responsible for ensuring compliance with any laws and regulations applicable to you and your use of the App or Services, and you shall be solely liable for any liability that may arise due to a breach of your legal and regulatory obligations in this regard;
your use of the App or Services is (A) not prohibited by applicable law, and (B) at all times compliant with all applicable laws and regulations;
you are solely responsible for use of the Services and App and, if applicable, for all activities that occur on or through your User account. The Company shall not be liable for any damages, losses, or liabilities arising out of errors, failures, or inaccuracies in the App or its Services that are directly attributable to actions, omissions, or negligence on the part of the User;
you take steps to ensure the confidentiality of your personal information and restrict access to the devices you use to access the App.
you waive the right to participate in a className or representative action lawsuit or a classNamewide arbitration against NodeTerminal, the Company and any of its representatives or affiliates.
2.2 To access the App and any of the Services, or some of the resources they offer, you may be asked to provide certain registration details, personal data or other information. It is a condition of your use of the App and any of the Services, that all the information you provide is accurate, correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
2.3 You are solely responsible for implementing reasonable measures for securing your account, user name, password, or any other piece of information as part of our security procedures. You must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your App accounts are personal to you and agree not to provide any other person with access to the App, or portions of it, using your user name, password, or other security information. You are not allowed to use another User’s account. To avoid any unauthorized access to your account, you agree to ensure you log out of your account at the end of each session. You agree to notify us immediately of any unauthorized access to, or use of, your user name or password or any other breach of security.
2.4 The Company shall not be liable for any damages, losses, or liabilities arising out of errors, failures, or inaccuracies in the App or its Services that are directly attributable to actions, omissions, or negligence on the part of the User. The User expressly acknowledges that their actions, decisions, and compliance with security practices play a critical role in the proper functioning and security of the App. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms or to secure your App accounts and passwords, including, but not limited to, selecting a password that is not easily compromised.
3. Services
3.1 We offer the User access to a suite of tools within the App that facilitate the launch and management of blockchain nodes. The tools provided by NodeTerminal are intended to assist the User in participating in node license sales and efficiently running nodes with minimal technical expertise.
3.2 NodeTerminal offers a range of advanced services and features designed to maximize Users' operational efficiency, including:
Launchpad:
A launchpad exclusively focused on selling node licenses, providing a platform where Web3 projects (node providers) can sell node licenses and users can purchase them.Advanced features to streamline the node license sale process, ensuring an optimized experience for both node providers and purchasers.A platform designed to meet the specific needs of node sales, as opposed to traditional launchpads that focus on token sales.
Node-as-a-Service:
A Node-as-a-Service (NaaS) platform that simplifies node operations for users who own node licenses. Tools for managing wallets, setting up nodes, deploying nodes on servers, and maintaining nodes to ensure they are running smoothly and earning rewards. An intuitive interface that allows users to deploy and run nodes with just a few clicks, eliminating the need for deep technical knowledge or constant monitoring.
3.3 Additional Features:
An aggregator platform where users can find various node license sales in one place, saving time and providing a centralized hub for node purchases.Automated systems to ensure users' nodes are operating efficiently and securely, providing real-time monitoring and issue resolution.
By using NodeTerminal's services, Users agree to comply with our terms and conditions, ensuring a secure and efficient experience for all parties involved in node sales and management.
3.4 Whitelisting:
Each node provider may implement a whitelisting process based on different factors which will be decided and explained by the node provider for each sale.This whitelisting process allows predetermined participants to have priority in purchasing node licenses, offering them an early opportunity to acquire the licenses before other users.
3.6 The sale operates on a whitelist mechanism, wherein Whitelisted Users are selected based on a combination of a lottery-based system and additional criteria established by the node provider. These criteria may encompass, but are not limited to, holding specific tokens, engaging in social media activities that promote the node provider, and aiding in outreach efforts to attract more supporters. Upon the conclusion of the whitelisting process, Users will be notified of their eligibility to participate in the purchase.
3.6 The NodeTerminal App provides Users with the capability to initiate node operations immediately following the completion of the node sale, or on a specific date predetermined by the project. This feature ensures that Users can promptly deploy and manage their nodes without delay, or as per the schedule outlined by the project in advance.
3.7 By using our Services you acknowledge, understand, and agree that we do not provide any financial services, including but not limited to investment advice, financial planning, or brokerage services.
3.8 Changes to Services. We reserve the right, in our sole discretion, to modify or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
4. Fees and Taxes
4.1 By using the Services you agree to pay all applicable fees. Any fees or any other prices of the Services shall be stated at all times on our App and made available to you before using the Services. Unless explicitly stated otherwise, all fees and prices are exclusive of any applicable value-added tax (VAT) or other taxes.
4.2 You bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the App and the Services, and/or payable as the result of using and/or exploiting any crypto assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
4.3 Fee changes. We may, in our sole discretion and at any time, modify the fees for the Services. We will provide you with a notice 7 days prior to any change in fees to give you an opportunity to terminate your account before such change becomes effective. If you do not agree to the fee change you must cancel your account in order to avoid future charges. If you use the Services after a fee increase you will be deemed to have accepted the fee change. We will not be liable to you or any third party for any fee change.
4.4 Refunds. Except when required by law, fees are non-refundable.
5. Know Your Customer / Anti-Money Laundering
5.1 Any person or entity, including anyone acting on its behalf, being based, domiciled, located or incorporated in or is a citizen or resident or green card holder in any territory under the jurisdiction of the United States of America, including any state of the United States, Cuba, Iran, North Korea, Syria, Crimea (Ukraine), Luhansk (Ukraine), Donetsk (Ukraine), Belarus, Burundi, Democratic Republic of the Congo, Iraq, Lebanon, Libya, Nicaragua, Somalia, Sudan, Russia, Venezuela, Yemen, Zimbabwe, or any other country or territory included in the OFAC or any other US, UN, EU or other applicable sanctions list (together “Restricted Area(s)”), as well as an individual, or an individual employed by or associated with an entity, identified on BIS’s denied persons, unverified, or entity lists, or OFAC’s list of specially designated nationals, foreign sanctions evaders, or list of consolidated sanctions may not use NodeTerminal Services (“Ineligible Person(s)”).
5.2 The User hereby acknowledges that Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) verifications are a fundamental requirement for compliance and security. NodeTerminal is obliged to exert control over Users in order to comply with KYC standard practices and AML applicable laws and regulations. NodeTerminal expects the Users to be acting in good faith regarding the information provided.
5.3 NodeTerminal reserves the right to collect additional personal information about you, such as name, surname, other identification documentation (as required), in order to maintain compliance with any applicable law, regulation or policy, including any KYC or AML requirements and policies, in connection with your NodeTerminal user account, when opening your NodeTerminal user account or at a later stage if NodeTerminal deems collecting additional information important or necessary for ensuring compliance with any applicable laws. When doing so, NodeTerminal may authorize independent KYC third-party service providers to collect such information on our behalf for the purposes of completing any compliance verification process in accordance with the applicable law, regulation or policy, including any KYC or AML requirements and policies.
5.4 In the event of violation of this provision, NodeTerminal reserves the right to refuse, suspend or terminate services to any account owner or to terminate any account with immediate effect.
5.5 NodeTerminal shall not be responsible for fraudulent, deceptive or otherwise malicious use of any tools whatsoever by any Ineligible Person to use NodeTerminal’s services, under the semblance of provenance from any other jurisdiction outside the restricted areas.
5.6 For ensuring transparency, integrity, and security on the App, NodeTerminal reserves the right to engage the services of a third-party service provider for the verification of identities and screening for KYC/AML and KYB/AML compliance. Third-party service provider shall conduct the necessary identity verification checks to ensure compliance with applicable regulations.
5.7 The User acknowledges that the information submitted for KYC/AML and KYB/AML verification might be processed by a third-party service provider and that NodeTerminal shall have access to the verified information in compliance with data protection regulations. NodeTerminal shall not be liable for any discrepancies or issues arising during the verification process conducted by the third-party service provider. The User expressly agrees to cooperate with the third-party service provider and NodeTerminal in providing accurate and authentic information for KYC/AML and KYB/AML checks. By accepting these Terms, the User acknowledges and agrees that the User is required to provide personal identifiable information and must pass KYC and KYB protocols. The User consents to the utilization of third-party services and agrees to provide the correct information as requested by the third-party service provider. Failure to provide necessary information may result in the inability to access or use certain services or functionalities provided by the App. The User acknowledges, agrees and understands that NodeTerminal will transfer to a third-party service provider any collected KYC/AML or KYB/AML data and that NodeTerminal has the independent right to terminate the User’s participation based on the results of the KYC/AML and KYB/AMLchecks.
6. Your Responsibilities
6.1 You shall not, nor shall permit any third party, to use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may not:
Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of the Company;
Use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
Use any robot, spider, other automated device, or manual process to monitor or copy the Services or any portion thereof other than copying or exporting as permitted by the Terms;
Make any back-up or archival copies of the App or any part thereof, including the disassembling or de-compilation, or reverse-engineering of any of the closed-source or proprietary software running on the App;
Trade or obtain financing on or through the App, or use any Service, with anything other than funds, keys, or digital tokens that you have legally obtained;
If you are a resident or national of a Prohibited Jurisdiction or a U.S. Person, access the App or any Services using any virtual private network, proxy service, or any other third party service, network, or product with the intent of disguising your IP address or location;
Use the Services in (A) any unlawful manner or (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms, or (D) violate applicable laws in any manner.
export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time;
perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
to impersonate or attempt to impersonate NodeTerminal, a NodeTerminal employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated).
If we reasonably suspect that your NodeTerminal Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your NodeTerminal Account, and any of your transactions with law enforcement.
6.2 By using the Services you expressly agree that you are solely responsible:
For keeping your own keystore files, passwords, mnemonic phrases, and/or private keys. We shall not ask for any password or private keys from you, nor shall we ask you to transmit any funds or digital tokens, as applicable. Accordingly, we shall not be responsible for any losses caused by your transmittal of funds or Tokens, as applicable.
You are solely responsible for any loss to your Wallet. Your Wallet is not accessible by the Company, and we will not keep your keystore files, passwords, mnemonic phrases, and/or private keys.
To familiarise yourself with the App, the Services, and its intended usage. You agree to follow all the requisite steps involved in using the App as intended.
6.3 You represent and warrant that you are the ultimate and effective legal and beneficial owner of any Tokens transferred to your account or Wallet on the App, that you shall not act as nominee or trustee for any other person and that you shall not transfer, assign, pledge, charge or otherwise create any security interest or encumbrance whatsoever over such Tokens.
7. Acknowledgement and Assumption of Risks
7.1 By engaging with our App, you acknowledge and assume the inherent risks associated with the buying, holding and trading in cryptographic tokens, blockchain technology, and DLT field. Risks include, but are not limited to, the following:
Market Risk. The market for cryptographic tokens is still new and uncertain. You should only have funds invested in cryptographic tokens or speculate in cryptographic tokens if you are prepared to lose the entirety of such tokens invested. Whether the market for one or more cryptographic tokens will move up or down, or whether a particular token will lose all or substantially all of its value, is unknown. You should be cautious about holding cryptographic tokens. We do not invite or make any offer to acquire, purchase, sell, transfer, or otherwise deal in any crypto asset. You are solely responsible and liable for any and all node licenses purchases, running nodes, trading and non-trading activity on or through the App and for any gains and losses sustained when using the Services.
Liquidity and Listing Risk. Markets for cryptographic tokens have varying degrees of liquidity. Some are quite liquid while others may be thinner. Thin markets can amplify volatility. There is never a guarantee that there will be an active market for one to sell, buy, or trade cryptographic tokens or products derived from or ancillary to them. We make no representations or warranties about whether a cryptographic token that may be staked via the App will be traded on or through the App at any point in the future, if at all.
Trading Risk. In addition to liquidity risks, values in any digital token marketplace are volatile and can shift quickly. You should pay close attention to your position and holdings, and how they may be impacted by sudden and adverse shifts in trading and other market activities. You also acknowledge and agree that the cost of transacting on blockchain technology is variable and may increase at any time. You acknowledge and agree to these risks and represent that we cannot be held liable for changes and fluctuations in value or increased costs.
Legal Risk. The legal status of certain cryptographic tokens is uncertain. This can mean that the legality of holding or trading them is not always clear. Whether and how one or more cryptographic tokens constitute property, or assets, or rights of any kind may also seem unclear. You are responsible for knowing and understanding how cryptographic tokens are addressed, regulated, and taxed under laws that apply to you.
Technology Failure Risks. Risks associated with using an internet-based currency are: risk of hardware, software, and internet connection failure or problems, risk of malicious software introduction, and risk of third parties obtaining unauthorized access to infrastructure stored within your Wallet. You accept and acknowledge that we will not be responsible for any communications failures, disruptions, errors, distortions, or delays when connecting your Wallet and using the Ethereum network or any chain or similar device for processing transactions, however caused. You agree and acknowledge that we do not represent or warrant that any of the Services or the App are secure from hacker or other malicious attacks, which may result in the stealing or loss of User confidential information or any other data. You acknowledge that we will not be responsible for and will not replace any tokens lost due to third-party malicious acts or due to other circumstances beyond our control.
The Services-related risks. You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold us responsible for any consequent losses.
Quality or accessibility risks. As a condition to accessing or using the App or the Services, you acknowledge, understand, and agree that from time to time, the App and the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions, and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.
Novel technology risks. Blockchain technology or distributed ledger technology-related projects are new and relatively untested and outside of our exclusive control. You acknowledge and agree that cryptography is a progressing field and that there are risks we cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Advances in code cracking or technical advances may present risks to smart contracts, cryptographic tokens, and the App, which could result in theft or loss of your cryptographic tokens or property, among other potential consequences. By using the Services you acknowledge and agree to undertake these risks.
Please note that this statement serves as a general description of risks associated with blockchain technology, DLT field, and cryptographic tokens and should not be considered exhaustive. It is essential to conduct thorough research and seek professional advice to fully understand the risks involved before engaging in activities related to cryptographic tokens or blockchain technology.
No Representation and Warranties of the Company
8.1 We make no representations and warranties. The Services and the App are provided on an “as is” and “as available” basis. We make no guarantees of any kind in connection with the Services. Your use of the Services and the App shall be at your own risk. The Services and the App are provided without any express or implied warranty of any kind, including warranties of merchantability, merchantable quality, legal effect, accuracy, appropriateness, completeness, non-infringement, or fitness for a particular purpose. We do not warrant that the Services or the App will be error-free, will meet your requirements, or be timely and secure. 8.2 We make no warranties and representations that the Services and the App have been and will be provided with due skill, care, and diligence or about the accuracy or completeness of Services and the App content and assume no responsibility for:
Errors, mistakes, or inaccuracies of Content;
Personal injury or property damage, of any nature whatsoever, resulting from your access and use of the Services and the App;
Any unauthorized access or use of our servers and/or any and all personal information and/or financial information stored therein;
Any interruption or cessation of transmission to or from the App;
Any bugs, viruses, Trojan horse, or the like that may be transmitted to or through the actions of any third party;
Any loss of your data or Content from the App; and/or
Any errors and omissions in any content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Services and the App;
Any damages arising out of improper use of the App, errors or failures, unauthorized access or use of our servers and/or any and all personal information and/or financial information stored therein.
8.3 You will not have the right to make or pass any representations or warranties on behalf of NodeTerminal to any third party.
8.4 The Provider clarifies that the App does not provide financial services.The User acknowledges and understands that all decisions, and outcomes are the sole responsibility of the User.
8.5 No advertisement. You explicitly acknowledge and agree that we do not advertise, recommend, or advise any trading or exchanging of Tokens, or any other form of transaction on our App. It is your sole responsibility to exercise caution, conduct your own due diligence, and seek professional advice before engaging in any transactions on or through our App.
8.6 No endorsement. We do not warrant, endorse, guarantee, or assume responsibility for any Services on our App and we will not be liable for any transaction between you and other users. You are solely responsible for the execution of your transaction.
8.7 No financial advice. We do not provide investment and/or financial advice in any manner whatsoever. Any information made available on the App should in no event be construed as providing any investment or other financial advice of any kind. You should always seek financial and/or investment advice and do your own independent research before using our App or our Services. If you choose to engage in transactions based on content on the App, then such decisions and investments and any consequences flowing therefrom are your sole responsibility.
8.8 No Representation of Node Providers. We do not represent, endorse, or promote any node providers or projects listed on our platform. We are not responsible for the actions, decisions, or future performance of any node providers or projects. We make no guarantees regarding the immediate or future runnability of node licenses, the fulfillment of any promises or expectations set by node providers, or the overall success of any projects. Your interactions and transactions with node providers are solely at your own risk, and we assume no liability for any outcomes resulting from these engagements.
9. Limitation of Liability
9.1 To the fullest extent permitted by applicable law: (i) in no event will the Company or any of its representatives or any of the Company parties be liable for any indirect, special, incidental, consequential, punitive or exemplary losses or damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, diminution of value, loss of use or data, loss or depletion of goodwill, loss of business opportunity, loss of contract, damages for business interruption, loss of anticipated savings, or the like) arising out of or in connection with any acceptance of or reliance on these Terms, or with the use the App and/or the Services or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of the Company and any of its representatives weather in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or in any way related to these Terms, the access and use of the App the Services, exceed 30 USD.
10. Indemnification
10.1 By agreeing to these Terms and accessing the App and the Services, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless the Company, its past, present and future affiliates, subsidiaries and service providers, and each of their past, present and future officers, directors, agents, joint venturers, employees, representatives, partners, and licensors (collectively “Indemnified Parties”, and each such person or entity individually, “Indemnified Party”) from and against any and all actual or alleged claims, demands, damages, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise, (collectively, “Claims”), that arise directly or indirectly out of:
Your use or misuse of the App and the Services or any contract related thereto;
Violation, breach or alleged breach of any provision of these Terms by you or any person using the Services on your behalf;
Your violation of any applicable laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;
Anything you contribute to the Services;
Your violation of the rights or obligations of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;
Your negligence or wilful misconduct;
Your use of a third-party product, service, and/or App;
Any misrepresentation made by you or
Any other matter for which you are responsible hereunder or under law.
10.2 You agree that your use of the App and Services shall be in compliance with all applicable laws, regulations, and guidelines.
10.3 We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to promptly notify us of any Claims and cooperate with our defense of any Claims. You will not in any event settle any Claims without our prior written consent.
11. Termination Rights
11.1 These Terms shall remain in force and effect unless terminated for the time you use the App. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to or use the App (including blocking certain IP addresses) to any person for any reason or for no reason, including without limitation, for violation or breach of any representation, warranty or covenant contained in these Terms or any applicable law or regulation. We may, in our sole discretion and without notice, terminate your use or participation on the App or delete your account and any content or related information and files in your account and/or bar any further access to such files or the Services.
11.2 If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake and borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal and injunctive redress.
12. Intellectual Property
12.1 These Terms shall not be understood and interpreted in a way that they would mean the assignment of Intellectual Property rights unless it is explicitly defined so in these Terms. You may not use any of Intellectual Property for any reason, except with our express, prior, written consent.
12.2 The Website, the App and any of the Services, including their design elements or concepts and any and all underlying Intellectual Property, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names, and other proprietary rights, are the property of the Company, and are protected by copyright, patent, trade secret, and other intellectual property laws. Unless otherwise expressly stated, the Company retains any and all rights, title, and interest in and to the App and the Services (including, without limitation, all Intellectual Property rights), including all copies, modifications, extensions, and derivative works thereof. Your right to use the App and the Services is limited to the rights expressly granted in these Terms. No licenses to use any of the trademarks or any other Company’s brands are to be inferred or assumed pursuant to the use of any of the Services. All rights not expressly granted to you are reserved and retained by the Company.
13. Privacy Policy
13.1 Please review our Privacy Policy, available at: nodeterminal.com. By using the App, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.
14. Force Majeure
14.1 We will not be in breach of these Terms or liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any event, circumstance, or cause beyond our reasonable control. The Parties agree that due to the specific nature of the blockchain / DLT field, the circumstances of force majeure shall in particular include also (but shall not be limited to) interruption in telecommunications or internet services or network provider services, failure of equipment, and/or software, hacker attacks, market disturbances, other major event or natural catastrophe, change of laws or regulations, adverse regulatory or enforcement action of public authorities, technical failures and the like.
15. Consumer Exclusion
15.1 You hereby acknowledge and represent that you are not considered a consumer in relation to the Services provided, and the provisions of any applicable consumer protection rules, or any consumer protection rights, including distance selling rules, shall be excluded to the fullest extent permitted by any applicable law. By using this App, you waive any consumer protection rights and distance selling rights that may be applicable under any relevant law.
16. Notices
16.1 We may provide any notice to you under these Terms by (i) posting a notice on or through the App; or (ii) sending an email to the email associated with you. Notices we provide by posting on or through the App will be effective upon posting, and notices we provide by email will be effective when we send the email.
16.2 To give us notice under these Terms, you must contact us by email at support@nodeterminal.com. We may update this email address for notices to us by posting a notice on or through our app. Notices to us will be effective after they are sent.
16.3 All communications and notices to be made or given pursuant to these Terms must be written in the English language. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
17. Miscellaneous
17.1 Entire Agreement. These Terms, including all other documents incorporated herein by reference, represent the entire agreement between you and us regarding the subject matter of these Terms, in particular, the use of the App and the Services. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms.
17.2 Severability. In the event any one or more of the provisions of these Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provisions of these Terms, and the remaining provisions of these Terms will remain operative and in full force and effect.
17.3 Assignment. Without our prior written consent, you are prohibited from assigning these Terms and any rights, duties, and obligations contained herein. However, we retain the right to freely assign or transfer these Terms, in whole or in part, without any limitations.
17.4 Third Party Rights. Unless expressly provided to the contrary in these Terms, no third party (i.e., person who is not a party to these Terms) shall have any rights to enforce or to enjoy any benefit of any terms contained herein.
17.5 No Waiver. Any failure by the Company to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by the Company in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by the Company does not prevent either from exercising any other rights, powers, or remedies.
17.6 Governing law. These Terms will be governed by and construed in accordance with the laws of the Republic of Panama, without giving effect to its conflicts of law provisions that might require the application of another jurisdiction’s laws.
17.7 Dispute Resolution.
The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to the International Chamber of Commerce (ICC), or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to the ICC, or its successor, for final and binding arbitration pursuant to the clause set forth in Paragraph e below.
Either Party may commence mediation by providing to the ICC and the other Party a written request for mediation, setting forth the subject of the dispute and the relief requested.
The Parties will cooperate with the ICC and with one another in selecting a mediator from the ICC panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.
All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any ICC employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
Either Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the Parties so desire.
The number of appointed arbitrators shall be one or more in accordance with the ICC Rules of Arbitration.
The seat, or legal place, of arbitration, shall be Panama City, Panama.
The language to be used in the arbitral proceedings shall be English.