Terms & Conditions | NFTULOAN | Secure & Fast NFT Loans
By accepting these Terms you hereby agree and acknowledge that the Services described herein are being provided by multiple NFTuloan entities incorporated and existing in various jurisdictions, based on the scope and nature of the Services, your jurisdiction and applicable laws. We may, from time to time, provide certain Services by different entities within the NFTuloan group, and any change in and/or assignment of the contracting entity shall not be considered an amendment of these Terms.
NFTULOAN IS A LENDING AND BORROWING PLATFORM. WHEN YOU TRANSFER DIGITAL ASSETS TO NFTULOAN, THOSE DIGITAL ASSETS ARE A LOAN FROM YOU TO NFTULOAN, IN ACCORDANCE WITH THE TERMS HEREOF. UNDER NO CIRCUMSTANCES DOES NFTULOAN HOLD DIGITAL ASSETS IN CUSTODY ON YOUR BEHALF AS PART OF THE SERVICES GOVERNED BY THESE TERMS.
ALL DIGITAL ASSETS TRANSFERRED TO NFTULOAN AS PART OF THE SERVICES ARE OWNED AND HELD BY NFTULOAN FOR ITS OWN ACCOUNT. THE USE OF TERMS SUCH AS “ACCOUNT”, “ACCOUNT BALANCE”, “WITHDRAW” AND SIMILAR DOES NOT IMPLY OR ESTABLISH, AND SHALL NOT BE TAKEN TO SUGGEST, ANY FORM OF CUSTODY RELATIONSHIP, AND SUCH LANGUAGE IS USED HEREIN AS TERMS OF CONVENIENCE ONLY IN REFERRING TO USERS’ BORROWING OR LENDING OF DIGITAL ASSETS TO OR FROM NFTULOAN AS PART OF THE SERVICES AND NFTULOAN OBLIGATION TO TRANSFER DIGITAL ASSETS TO USERS UPON THE TERMINATION OF SUCH LOANS OR REPAYMENT OF SUCH BORROWING.
Capitalized terms shall have the meanings assigned to them in these Terms, unless the context requires otherwise.
“Account” or “NFTuloan Account” means a User’s designated user account on the NFTuloan website or mobile application, allowing a User to access and use the Services, and view and manage his or her personal information and profile. Your Account is not a bank account, deposit account, savings account, checking account, or any other type of asset account and should not be characterized as a banking product or service.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under common control or ownership with a party, where control is defined as the direct or indirect power to direct or cause the direction of the management and policies of such party, whether through ownership of voting securities, by contract, or otherwise.
“AML” stands for Anti-Money Laundering, which means a set of procedures, laws, and regulations that are intended to stop the practice of generating income through illegal actions.
“Blockchain” means a system in which records of transactions made in Digital Assets are maintained across several computers that are linked in a peer-to-peer network.
“ULOAN” means NFTuloan’ native token.
“Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank.
“Eligible Digital Assets” means the types of Digital Assets we may choose to designate for inclusion under one or more of the Services from time to time, which are subject to change and/or limitation in our sole discretion, based on business, regulatory and/or other considerations.
“Fiat” when used in reference to money or currency, means the coin and paper money of a country that is designated as legal tender, circulates, and is customarily used and accepted as a medium of exchange in the country of issuance.
“KYC” stands for Know Your Customer (or Client), which means the process of a business verifying the identity of its customers or clients and assessing potential risks of illegal intentions for the business relationship.
“Pegging” is the practice of fixing the exchange rate of one currency to the value of another currency or asset.
“Stablecoin” means a Digital Asset that is Pegged to a distinct asset.
“Virtual Wallet” or “Virtual Wallet Address” means an on-Blockchain virtual address in which Digital Assets can be held and transferred.
3. Eligibility and Proof of Identity
In order to be eligible to access and use the Services, you must (i) be eighteen (18) years of age or older, (ii) have the legal ability to enter into and be bound by these Terms, (iii) comply with these Terms, and (iv) register for and maintain an active and valid NFTuloan Account. NFTuloan is not obligated to accept any application from any applicant and has sole and absolute discretion to accept or reject applications to create NFTuloan Accounts.
The Services are not available where prohibited by law or by NFTuloan policy, as updated from time to time; currently, such places include the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, or any other country against which the United States, the United Kingdom or the European Union imposes financial sanctions or embargoes.
Due to changing regulatory requirements and interpretations in the Digital Assets markets, NFTuloan will use its sole and absolute discretion to revise the list of prohibited jurisdictions, reject specific applications to open NFTuloan Accounts, use part or all of the Services and/or close, freeze or suspend NFTuloan Accounts, where NFTuloan, in its sole and absolute discretion, has determined that regulatory or policy reasons prevent NFTuloan from being able to offer its Services.
Under applicable AML and OFAC rules, NFTuloan is obligated to maintain certain information about you, including User records and transaction history, for five years (seven years for Users residing in the state of New York), or a longer period as may be required under applicable laws. Under certain circumstances, NFTuloan is required to report to the competent authorities of any unusual transactions, or any suspicion, it may have that any User might be involved in any financial crime or illicit activity.
NFTuloan is required to comply with applicable AML and KYC requirements before and after you register for an NFTuloan Account. We may also gather and use information about you from third parties, to help us confirm your identity, perform our AML/KYC checks and/or determine your access to the Services You represent and warrant at all times that any and all information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.
A. NFTuloan Account
Your NFTuloan Account allows you to view your balances in connection with the Services provided to you by NFTuloan and access the Services and conduct certain transactions online. You are solely responsible for the activities under your NFTuloan Account and for securing your NFTuloan Account IDs, passwords, hints, or any other codes that you use to access your NFTuloan Account and the Services. NFTuloan is not responsible for any loss or compromise of your access information and/or your personal information, or for any loss that you may sustain due to compromise of your access information and/or personal information.
We will not be liable for following any instruction we receive through your NFTuloan Account, even if it was not authorized by you, or if it was entered by mistake or is otherwise inaccurate. To verify the authenticity of any instruction we receive through your NFTuloan Account, we may require your signature or identification in any form we deem necessary, at our sole discretion, and we may accept digital images and electronic signatures for documents that need to be signed. You agree to reimburse us (and we may charge you or deduct from the balance of your NFTuloan Account) for all claims, costs, losses and damages, including reasonable attorneys’ fees, that result from our following of your instructions to take any action related to your NFTuloan Account.
Your NFTuloan Account is not a deposit or checking account, and NFTuloan does not hold any Digital Assets on your behalf. All Eligible Digital Asset balances on your Account represent Digital Assets that are either liquidity by you to NFTuloan or held by NFTuloan as collateral, and therefore, owned, held and/or controlled by NFTuloan (under the applicable Service, as further detailed herein), and subject to NFTuloan’ obligation to deliver such Digital Assets back to you upon the termination of the applicable Service.
NFTuloan may freeze, suspend or terminate your Account at any time in its sole discretion, in addition to taking any action and seeking any remedy it may be entitled to in law or in equity, in any event, it may have any suspicion of your involvement in any fraudulent activity of any kind, misuse of the Services, inaccurate or misleading information provided by you, or any money laundering or other financial crime related to you or your NFTuloan Account.
You may apply to borrow cryptocurrencies from an Affiliate of NFTuloan, as will be agreed between you and NFTuloan or its Affiliates in writing, against Eligible Digital Assets in your NFTuloan Account. If approved, such application shall be subject to a separate agreement to be entered into between you and the NFTuloan Affiliate, and NFTuloan or its Affiliates shall hold the Digital Assets provided as collateral for the benefit of the Lender subject to the terms hereof, including without limitation.
In no circumstances shall it be permissible to use the proceeds of such liquidity to purchase additional Digital Assets through any third-party fiat “on-ramp” service providers that may be integrated in or connected with the NFTuloan platform from time to time, and you represent and warrant that you will not do so. NFTuloan further does not recommend or encourage any use of borrowed funds for purchasing Digital Assets or making any financial investment. Any use of the proceeds of liquidity must be in full compliance with the terms of all applicable laws and regulations, these Terms and the applicable liquidity. Agreement, and you shall be solely responsible and liable for any breach of any of the foregoing.
Any Eligible Digital Assets you provide as collateral under a Liquidity Agreement shall not generate Rewards for your benefit under the Earn Rewards service, as set out below, and you explicitly authorize NFTuloan or its Affiliates to temporarily deduct such amounts of Eligible Digital Asset from the balance of your liquidity to NFTuloan under the Earn Rewards Service, until such time that your liquidity is repaid in full and your Eligible Digital Assets cease to act as collateral for your liquidity under the applicable Liquidity Agreement, at which point such Digital Assets shall be added to the balance of your liquidity to NFTuloan and resume being regarded as a liquidity to NFTuloan and entitle you to accrue Rewards under the Earn Rewards Service.
NFTuloan may offer other forms of commercial arrangement under the Borrow service, such as a sale and repurchase arrangement, based on its regulatory, business or other considerations.
NFTuloan offers 70% of the interest paid by the borrowers goes straight to the liquidity pool, where all lenders benefit from it.
The cryptocurrencies added in the liquidity pool of NFTuloan is blocked for a duration of 31 days.
5. Authorized Users
For NFTuloan Accounts, we may follow any instructions regarding your NFTuloan Accounts provided that we reasonably believe such instructions are authorized by the NFTuloan Account holder, and we will not be held liable for following any instructions provided by a person designated or identified as an authorized User or Authorized Representative.
6. Ownership of Digital Assets
You hereby represent and warrant to us that any Digital Asset delivered by you for the purpose of utilizing NFTuloan’ Services is owned by you or that you are fully permitted to carry out transactions using such Digital Assets without restriction or limitation, and that your use of the Services is solely for your own account and benefit, and not on behalf of any other person or entity. You further represent and warrant that all such Digital Assets are free from any claims, indebtedness, liens, or third-party interests.
ALL DIGITAL ASSETS TRANSFERRED TO NFTULOAN AS PART OF THE SERVICES ARE OWNED AND HELD BY NFTULOAN FOR ITS OWN ACCOUNT IN ACCORDANCE WITH THESE TERMS, AND UNDER NO CIRCUMSTANCES DOES NFTULOAN HOLD DIGITAL ASSETS ON YOUR BEHALF AS PART OF THE SERVICES.
7. Setoff and Security Interest Rights
You grant us a security interest in any and all Eligible Digital Assets liquidity to NFTuloan or otherwise credited to your NFTuloan Account for debts, amounts owed, or liabilities incurred to us or any of our Affiliates by you or any of your Authorized Representatives, if any (“Obligations”). Obligations may include both secured and unsecured debts, and Obligations you owe individually or together with someone else, including Obligations under other transactions or agreements between you and us or any of our Affiliates.
We may take or set off from any Eligible Digital Asset balance in your NFTuloan Accounts, or deduct from any obligations NFTuloan may have to you, any direct, indirect, and acquired Obligations that you owe us or our Affiliates. These rights are in addition to other rights we may have to take, transfer, or charge from any assets or balance in your NFTuloan Account for Obligations you owe us or our Affiliates.
Your acceptance of these Terms serves as your consent to NFTuloan’ asserting its security interest or exercising its right of setoff should any laws governing your NFTuloan Account require your consent. If the law restricts our ability to take, transfer, or setoff from any obligations to you, or if your NFTuloan Account balance is protected from attachment, levy, or legal process, you waive those conditions and limits to the full extent that you may do so by contract, and you authorize us to take any actions to offset your Obligations in any or all of your NFTuloan Accounts.
We hereby agree that, to the extent permitted by applicable law, in the event that NFTuloan breaches its obligation under these Terms, you may set off assets or amounts we owe you with respect to your NFTuloan Account, against your Obligations. If the law restricts your ability to take, transfer, or setoff our obligations to you, or if they are protected from attachment, levy, or legal process, we waive those conditions and limits to the full extent that we may do so by contract, and we authorize you to apply our obligations to you to your Obligations.
8. Risk Disclosure
Before using any of NFTuloan’ Services, you should ensure that you fully understand and can afford to undertake the risks involved. You should carefully read and make sure you understand our Risk Disclosure page, which lists some, but not all of the risks involved in holding, trading and using crypto assets generally, and using NFTuloan’ services specifically. The risks listed below and in our Risk Disclosure page are intended to provide you with a general outline of the risks involved, but cannot capture all such risks.
These Terms and your use of any of our Services do not create a fiduciary relationship between us and you; your NFTuloan Account is not a checking or savings account, and it is not covered by insurance against losses. We may stake, sell, pledge, hypothecate, assign, invest, use, commingle or otherwise dispose of assets and Eligible Digital Assets to counterparties or hold the Eligible Digital Assets with counterparties, and we will use our best commercial and operational efforts to prevent losses. By lending Eligible Digital Assets to NFTuloan or otherwise using the Services, you will not be entitled to any profits or income NFTuloan may generate from any subsequent use of any Digital Assets (or otherwise), nor will you be exposed to any losses which NFTuloan may suffer as a result thereof. You are, however, exposed to the possibility of NFTuloan becoming unable to repay its obligations in part or in full, in which case your Digital Assets may be at risk.
ELIGIBLE DIGITAL ASSETS ARE NOT LEGAL TENDER. NFTULOAN IS NOT A BANK OR DEPOSITORY INSTITUTION, AND YOUR NFTULOAN ACCOUNT IS NOT A DEPOSIT ACCOUNT. ELIGIBLE DIGITAL ASSETS REPRESENTED IN YOUR NFTULOAN ACCOUNT ARE NOT HELD BY NFTULOAN AS A CUSTODIAN OR FIDUCIARY, ARE NOT INSURED BY ANY PRIVATE OR GOVERNMENTAL INSURANCE PLAN (INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC)), AND ARE NOT COVERED BY ANY COMPENSATION SCHEME. YOUR NFTULOAN ACCOUNT DOES NOT CONSTITUTE AN INVESTMENT CONTRACT OR A SECURITY, IS NOT TRANSFERRABLE AND MAY NOT BE TRADED, EXCHANGED OR SOLD TO ANY THIRD PARTY UNDER ANY CIRCUMSTANCES.
NFTuloan does not provide any legal, tax or financial advice and you are strongly advised to obtain independent legal, tax or financial advice prior to making any financial decision, including buying, trading, holding or using Digital Assets. There are significant risks associated with Digital Assets, and you are solely responsible to make sure you understand such risks and assess whether such risks are appropriate for you. NFTuloan does not make any offers, recommendations or invitations for you to deal in Digital Assets or use any services, and does not take into account your personal circumstances, financial situation, needs or goals. Before making any financial decision, you should carefully assess your financial situation and capacity, and only use funds that you can afford to lose. Before entering into any transaction or using any of the Services you should ensure that you understand and have made an independent assessment of the suitability and appropriateness of a transaction into which you are entering and the nature and extent of your exposure to risk of loss in light of your own objectives, financial and operational resources and other relevant circumstances. Past performance is no guarantee of future results.
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Fiat currencies or other Digital Assets. If such willingness is abolished for any reason, this may result in the potential for a permanent and total loss of value of a particular Digital Asset.
The volatility and unpredictability of the price of Digital Assets may result in significant loss over a short period of time. The nature of Digital Assets may lead to an increased risk of fraud or cyber-attack, including rollback attacks or Blockchain reorganizations. The nature of Digital Assets means that any technological difficulties experienced by NFTuloan or third parties may limit, delay or prevent the access or use of Digital Assets and/or cause losses of Digital Assets. Although NFTuloan takes precautionary measures to protect against cyber threats, circumstances may arise where losses or damages are incurred.
In light of these risks, which are only some of the risks involved in using the Services and holding or trading in Digital Assets, and do not constitute an exhaustive list of such risks, you should carefully consider whether holding or trading Digital Assets in general and/or using our Services is suitable for you in light of your financial condition.
Subject to these Terms, you have a call option on all liquidity made to NFTuloan to demand immediate complete or partial repayment of any liquidity at any time through a complete or partial withdrawal of Eligible Digital Assets from your NFTuloan Account balance at any time. Users that lend cryptocurrencies in the liquidity pool can also withdraw their coins and will receive their cryptocurrencies 31 days after the withdrawal request.
NFTuloan and our third-party partners may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transactions either temporarily or permanently. Provided that NFTuloan has taken reasonable commercial and operational measures to prevent such events in technical systems controlled by NFTuloan, NFTuloan is not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions. Withdrawal limits based on amounts and/or frequency may apply from time to time, based on legal, regulatory, AML and/or security considerations. Our policies and procedures may require additional security and/or compliance checks that require additional time to complete. Any individual request to exceed withdrawal limits set by NFTuloan must be sent via email to email@example.com.
Every transmission request shall be deemed pending until accepted by us. We may refuse to accept such request, or delay the processing of an approved request for any reasonable reason, including but not limited to inaccurate or misleading information provided by you, or any doubt or suspicion of fraud, misrepresentation, a sanctioned transaction, money laundering, terrorism financing or other financial crime related to your NFTuloan Account.
10. Consent to NFTuloan’ Use of Digital Assets
In consideration for the Rewards payable to you on your NFTuloan Account and the use of our Services, you grant NFTuloan, subject to applicable law and for the duration of the period during which the Eligible Digital Assets are liquidity to us through your NFTuloan Account, all right and title to such Digital Assets, including ownership rights, and the right, without further notice to you, to hold such Digital Assets in NFTuloan’ own Virtual Wallet or elsewhere, and to pledge, re-pledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets, separately or together with other property, with all attendant rights of ownership, and for any period of time, and without retaining in NFTuloan’ possession and/or control a like amount of Digital Assets or any other monies or assets, and to use or invest such Digital Assets in NFTuloan’ full discretion. You acknowledge that with respect to Digital Assets used by NFTuloan pursuant to this paragraph:
You will not be able to exercise rights of ownership; NFTuloan may receive compensation in connection with lending or otherwise using Digital Assets in its business to which you have no claim or entitlement; and the event that NFTuloan becomes bankrupt, enters liquidation or is otherwise unable to repay its obligations, you may not be able to recover or regain ownership of such Digital Assets, and other than your rights as a creditor of NFTuloan under any applicable laws, you may not have any legal remedies or rights in connection with NFTuloan’ obligations to you.
11. Hard Forks
Any Blockchain may undergo software updates from time to time, which will result in a permanent divergence in the Blockchain (a “Hard Fork”). The result is such Blockchain will split into two separate and distinct Blockchains, and any Digital Asset on that original Blockchain may entitle its holders to a new type of Digital Asset (the “New Currency”). Due to the administrative complexity of being the repository for a hard-forked Digital Asset, the support of any New Currency in your NFTuloan Account is solely at the discretion of NFTuloan. If we do not make a public announcement confirming our support of a New Currency ahead of an anticipated Hard Fork, we will not support the New Currency and such New Currency will be an unsupported currency (“Unsupported Currencies”), in which case all NFTuloan Accounts will be denominated in the legacy Digital Asset and all Rewards will accrue and be payable in the legacy Digital Asset. You agree that NFTuloan assumes no responsibility whatsoever with respect to those Unsupported Currencies and you will not be able to recover the Unsupported Currencies from NFTuloan. NFTuloan assumes absolutely no responsibility whatsoever with respect to Unsupported Currencies.
In the event that a Hard Fork achieves the required consensus, it is possible that we will only support the New Currency and will discontinue our support of the legacy Digital Asset. In the event of a Hard Fork that entitles you to a New Currency, you are advised to withdraw the applicable Digital Assets from your NFTuloan Account prior to the date of the Hard Fork. NFTuloan is not obligated in any way to monitor or maintain balances of New Currency issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit you for the value of such New Currency. In the event you wish to receive New Currency issued upon a Hard Fork, you are advised to withdraw the applicable Digital Assets from your NFTuloan Account prior to the date of the Hard Fork. All determinations regarding Hard Forks shall be made by NFTuloan in its sole and absolute discretion and in accordance with applicable law.
Within NFTuloan’ platform, you will be able to see a record of the transactions related to your use of the Services 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 use of the Services, and to collect, report, and remit the correct tax to the appropriate tax authority. We may deduct or make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether and which taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction or in connection with your NFTuloan Account. You are responsible for complying with applicable law. You agree that NFTuloan is not responsible for determining whether or which laws may apply to your transactions, including tax law. You are solely responsible for reporting and paying any taxes arising from your use of the Services.
13. Service Activity Statements
We will make all logs and records of activities concerning your use of the Services available to you through our platform only. We do not generate periodic statements showing the activity conducted through your use of the Services. You must examine these logs and records and notify us of any unauthorized use of your NFTuloan Account or credentials, or any error or irregularity with respect to the records of your use of the Services, within fourteen (14) calendar days after the error occurs. If notice is not received within the fourteen (14) calendar-day period, you will not be able to raise any further claim in this respect.
14. Conversion Rates
Any conversion between a Digital Asset and another Digital Asset or Fiat currency shall be made by us in accordance with the rates and prices applicable at the actual time of conversion. Applicable rates are indexed to those used by industry-leading platforms, as we may choose to use from time to time, at our sole discretion. We may change these rate sources at any time and without giving notice or updating these Terms, and you shall not have any claims regarding our choice of rate sources or rates used by NFTuloan or made available by any third party.
15. Closing a NFTuloan Account
A. NFTuloan’ Right to NFTuloan Account Closure
We have the right to suspend, freeze or close your NFTuloan Account at any time for any reason without advance notice, including by blocking your access to the Account or the Services. If your NFTuloan Account has a balance when we close it, we will repay and return the remaining Digital Assets to you, less any applicable Obligations, withholding tax and other applicable deductions, unless prohibited by applicable law. In the event of irregular activity, we may hold assets until we close your NFTuloan Account. Any Digital Assets that NFTuloan returns to you will be sent to the designated withdrawal addresses in your user profile on the NFTuloan platform for each respective Digital Asset you hold. NFTuloan Accounts are not transferable or assignable in whole or in part. NFTuloan may be required by law to turn over any Digital Assets related to abandoned or unclaimed NFTuloan Accounts to the state of your last known residence (“Escheatment”). Escheatment periods vary by jurisdiction, and you are responsible to determine the applicability of such laws in your place of residence. NFTuloan reserves the right to recover any administrative charges, payments or fees which it may incur in connection with such unclaimed or abandoned Accounts, as permitted by applicable law.
B. Your Right to Close Your NFTuloan Account
If you want to terminate your Account with NFTuloan, you may do so by notifying NFTuloan at firstname.lastname@example.org. Once your NFTuloan Account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 35 (Survival) (b) to immediately stop using the Services, (c) that we reserve the right (but have no obligation) to delete all of your information and NFTuloan Account data stored on our servers, and (d) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or NFTuloan Account data. You acknowledge that any legal obligations you may have under any other agreement with NFTuloan or its Affiliates (including any Fiat Loan Agreement or agreement governing lending or investing in NFTuloan or its Affiliates) will not be affected in any way by the termination of these Terms and any such other agreement between you and NFTuloan will continue to be in effect in accordance with its terms.
16. Liability for Unauthorized Transfers from Your NFTuloan Account
If you believe that your NFTuloan Account has been used by an unauthorized party, or if your Service Activity Statements reflect activity or transactions that you did not conduct or authorize, you must notify us IMMEDIATELY via email to email@example.com. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY AND CONFIDENTIALITY OF YOUR LOGIN DATA, AND YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS AND USE OF YOUR NFTULOAN ACCOUNT.
17. Eligible Digital Assets
We may, from time to time and in our sole discretion, add and/or remove certain Digital Assets from our list of Eligible Digital Assets. If a Digital Asset is removed, it will no longer be available to be used in connection with our Services. We will notify our Users of our intention to add and/or remove Digital Assets as soon as commercially reasonable. However, under certain circumstances (e.g. for legal reasons) such changes may be required to be made immediately and without prior notice. In the event any Digital Asset ceases to be an Eligible Digital Asset, you will no longer be entitled to receive any Rewards in connection therewith, or make any other use of it via our Services. We may choose to disallow the use of any Eligible Digital Asset for certain Services, or treat any Digital Asset as an Eligible Digital Asset for certain Users or groups of Users, in our sole discretion.
We may, from time to time, provide certain Services in connection with certain Eligible Digital Assets by different entities within the NFTuloan group, and any change in and/or assignment by the contracting entity shall not be considered an amendment of these Terms.
18. Disclosure of NFTuloan Account Information
We may disclose information to third parties about you, your NFTuloan Account, or the transactions you make:
19. Conflict/Disputes Involving Your NFTuloan Account
We are not liable to you for errors that may result in a financial loss to you. We may take any action that is authorized or permitted by these Terms or applicable laws without liability to you, even if such action causes you to incur fees, expenses or damages. If third parties make claims on your NFTuloan Account, or if we receive conflicting instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by closing, suspending or freezing your NFTuloan Account, delivering the Digital Assets available therein to you or to any third party, or interpleading assets to the court, all as we reasonably deem appropriate under the circumstances. You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and attorneys’ fees, and we may charge or deduct them directly from your NFTuloan Account balance.
We are not responsible for delays or losses incurred as a result of an error in the initiation of any transaction and have no obligation to assist in the remediation of such transactions. By initiating any transfer or using NFTuloan’ Services in any way, you attest that you are transacting in an Eligible Digital Asset which conforms to the particular Virtual Wallet into which assets are directed. For example, if you select an Ethereum Virtual Wallet Address to receive assets, you shall be solely responsible to assure that you are initiating a transfer of Ethereum alone, and not any other currency such as Bitcoin or Ethereum Classic. NFTuloan incurs no obligation whatsoever with regard to non- Eligible Digital Assets sent to NFTuloan, or for Eligible Digital Assets sent to an incompatible Virtual Wallet Address. Erroneously transmitted assets will be lost. We recommend users send a small amount of Digital Asset as a test prior to initiating a transfer of a significant amount of Digital Assets.
We reserve the right to limit access to your NFTuloan Account, which can include temporarily or permanently removing your NFTuloan Account access via the internet, and/or restricting your NFTuloan Account, and/or closing your NFTuloan Account without prior notice to you (unless prior notice is required by law), and we shall have no liability for such actions. In addition, NFTuloan reserves the right to withhold or delay the transmission of assets to you if you fail to comply with these Terms. Our total aggregate liability to you for any claim is limited to the face value of the applicable item or transaction or the actual value of any assets not properly credited or debited by us.
20. Legal Process Affecting NFTuloan Account
If any legal action, such as an attachment, garnishment, levy, seizure, third party claim or enforcement action by any competent authority in any jurisdiction (“Legal Process”) is brought against or in connection with your NFTuloan Account, we may refuse to permit (or may limit) withdrawals or transfers from your NFTuloan Account until the Legal Process is satisfied or dismissed. Regardless of the terms of such Legal Process, we have first claim to any and all assets in your NFTuloan Account. We will not contest any Legal Process on your behalf, and we may take actions to comply with Legal Process without liability to you, provided that we reasonably believe any such action is appropriate under the circumstances. If we incur any expenses in connection with any Legal Process, including without limitation reasonable attorneys’ fees, we may charge such expenses and fees to any of your NFTuloan Accounts without prior notice to you, or we may bill you directly for such expenses and fees. Any garnishment or levy against your NFTuloan Account is subject to our right of setoff and security interest.
21. Indemnification and Limitation of Liability; Legal Fees and Costs for Lawsuits
You agree to indemnify and hold harmless NFTuloan and its Affiliates, and their respective employees, managers, officers, directors, partners and shareholders from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees, that we incur in connection with or arising out of your access to or use of the Services, or our activities in connection with such Services, and for your breach of these Terms or violation of any law, regulation, order or another legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using your NFTuloan Account, regardless of whether the specific use was expressly authorized by you. You agree to comply with all applicable laws, regulations, or rules, and to not use your NFTuloan Account or the Services for any transaction or activity that is illegal or violates applicable laws, regulations or rules. Please note, your agreement to comply includes any and all applicable laws and regulations of the United States, as well as of your place of residency, citizenship, business, locality and any law applicable to you.
We are not liable to you for claims, costs, losses or damages caused by an event that is beyond our reasonable control (e.g. the acts or omissions of third parties, natural disaster, emergency conditions, government action, equipment or communications malfunction). We are not liable for special, incidental, exemplary, punitive or consequential losses or damages of any kind. Except for any setoff permitted by applicable law and Section 9 of these Terms, any obligations of ours may be satisfied solely from the assets of NFTuloan. Without limiting the generality of the foregoing, in no event shall you have any recourse, whether by setoff or otherwise, with respect to our obligations, to or against any assets of any person or entity other than NFTuloan, including, without limitation, any member, shareholder, Affiliate, investor, employee, officer, director, agent or advisor of NFTuloan. For the avoidance of doubt, the foregoing shall not limit any setoff permitted by applicable law and Section 9 of these Terms.
22. Disclaimer of Warranty
THE NFTULOAN SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY UNDER THESE TERMS AND TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR WARRANTY OF NON-INFRINGEMENT ARE DISCLAIMED. IN NO EVENT SHALL NFTULOAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE BALANCE OF YOUR NFTULOAN ACCOUNT(S) OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE NFTULOAN SERVICES OR THE NFTULOAN ACCOUNT, OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF NFTULOAN HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
NFTULOAN MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, ORDER, TIMELINESS OR COMPLETENESS OF HISTORICAL OR CURRENT ELIGIBLE DIGITAL ASSETS PRICE DATA AVAILABLE THROUGH THE NFTULOAN SERVICES. NFTULOAN WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR TRANSACTIONS ARE PROCESSED IN A TIMELY MANNER BUT NFTULOAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING (WHICH IS DEPENDENT UPON MANY FACTORS, INCLUDING THOSE OUTSIDE OF OUR CONTROL), AND NFTULOAN SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHICH YOU MAY INCUR AS A RESULT OF ANY DELAY IN THE PROVISION OF THE SERVICES.
23. Disputes, Binding Individual Arbitration, and Class Actions and Class Arbitrations Waiver
A. Disputes. The terms of this Section shall apply to all Disputes between you and NFTuloan. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and NFTuloan arising under or relating to your NFTuloan Account, the NFTuloan platform, these Terms, or any other transaction involving you and NFTuloan, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.
B. Binding Arbitration: You and NFTuloan further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages and relief as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
C. Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.
D. Dispute Notice. In the event of a Dispute, you or NFTuloan must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to NFTuloan must be addressed to firstname.lastname@example.org, or to the most recent email or mailing address we have on file or otherwise in our records for you (the “NFTuloan Notice Addresses”). Any Dispute Notice to you shall be delivered by one of the communication channels you have provided NFTuloan, which may include email or another electronic transmission, and you agree that such a delivery of a Dispute Notice to you shall be sufficient. Should you require to obtain a Dispute Notice by any other communication channel, you must inform NFTuloan of such a requirement in writing. Following submission and receipt of the Dispute Notice, you and NFTuloan each agree to act in good faith to seek to resolve the Dispute before commencing arbitration. If NFTuloan and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or NFTuloan may commence an arbitration proceeding pursuant to this Section.
E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND NFTULOAN AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND NFTULOAN AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
F. Arbitration Procedure. If a party elects to commence an arbitration, the arbitration shall be governed by the rules of the American Arbitration Association (“AAA”) that are in effect at the time the arbitration is initiated (the “AAA Rules”), available at https://www.adr.org/Rules or by calling 1-800-778-7879, and under the rules set forth in these Terms, except that AAA may not administer any multiple claimants or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator as provided in the AAA Rules. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone or by videoconference. Hearings in any arbitration commenced by you that are not conducted by telephone or videoconference shall take place in New York, New York, unless there is a location in the continental United States more convenient to you, in which case the arbitration shall take place either in New York, New York, or such other location in the continental United States, at your option.
24. Our Ownership of the Services and NFTuloan’ Intellectual Property (IP)
You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the NFTuloan Network website, any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, the content displayed on the website or platform, and other materials produced by and related to NFTuloan (collectively, the “NFTuloan IP”). You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information, and that you have no intention of using such materials or information inappropriately or to in any way harm NFTuloan or any of its affiliates, directors, officers or employees. You shall not prepare any derivative work based on the vIP, nor shall you translate, reverse engineer, decompile or disassemble the NFTuloan IP.
We may record and monitor our telephone conversations with you and your electronic communications with us (chat, email, and other forms of electronic exchange). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities. You must promptly notify us of any change in your contact information, including residential post and email address. Failure to notify us in a timely fashion may result in delay or non-receipt of notices or correspondence.
We may delay the exercise of any rights we have under these Terms, and any such delay shall not result in a waiver, relinquishment or modification of any of our rights. If we delay in any exercise of our rights, or if notwithstanding the foregoing NFTuloan somehow is deemed to have waived any of our rights, you are still obligated to pay us Obligations you may owe us, remove any violation of these Terms and/or otherwise follow our instructions (as applicable). Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or subsequent rights in any way.
27. Changes in Terms
Please be aware that the terms and conditions governing the Services can change over time. We reserve the right to discontinue or make changes to any of the Services. We may change these Terms, and we may add to or delete from these Terms, and the updated version will supersede all prior versions. We will provide notice of changes, additions, and deletions, as required by law. If we have provided advance notice and you do not agree with a change, you may close your NFTuloan Account(s) and demand repayment of outstanding liquidity before the effective date of the change, which shall be your sole remedy. The continued maintenance of your NFTuloan Account following the effective date of any change will constitute your acceptance of such change and subject your NFTuloan Account to the modified Terms.
These Terms, or any of the rights and/or obligations provided hereunder, may not be assigned or otherwise transferred by you to any other person or Entity, whether by operation of law or otherwise, without NFTuloan’ express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect. NFTuloan may assign or transfer these Terms and/or any or all of its rights and/or obligations hereunder at any time to any Affiliate of NFTuloan, with or without providing you with prior notice of the same. NFTuloan may assign or transfer these Terms and/or any or all of its rights and/or obligations hereunder at any time to any third party by providing prior notice. Any permitted assignment or transfer of or under these Terms shall be binding upon, and inure to the benefit of the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
29. Force Majeure
We will not be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.