Nexo Services Spolka General Terms and Conditions
These Nexo Services General Terms and Conditions (“General Terms”) govern the contractual relations between you (“Client” or “you”) and Nexo Services Sp. z o.o. (“Nexo” or “we”), while you and Nexo are hereinafter separately referred to as “Party” and jointly - as “Parties”, in regard to your use of the services provided by Nexo, and constitute a legally binding agreement (“Agreement”) between the Parties.
You shall take your time and carefully read these General Terms before using the services provided by Nexo, so you are fully aware of your rights and obligations. Keep in mind that by using these services (even only by completing the sign-up process), you both actively agree with these General Terms and enter into contractual relations with Nexo.
- Applicable Law means any law, statute, regulation, ordinance, treaty, guideline, policy and act issued by any governmental or regulatory authority, including but not limited to the governing law under Section XX of these General Terms
- Business Day(s) means any day(s) when banking institutions in the relevant jurisdiction are open for normal business activities (which usually means any day(s) except Saturday, Sunday or a public holiday).
- Credit Wallet means a digital wallet in the Client’s Nexo Account comprising all the Digital Assets of this Client used or intended to be used as collateral of Nexo Crypto Credits.
- Digital Assets means any digital assets (such as cryptocurrencies, stablecoins and tokenized assets, including NEXO Tokens), accepted and supported by Nexo, and subject to revision, prohibitions and limitations at any time.
- EURx/GBPx/USDx means a EUR/GBP/USD stablecoin, asset-backed by Nexo, with a guaranteed 1-to-1 conversion to EUR/GBP/USD at all times.
- Fork means a software change to the underlying protocols of the Digital Assets’ networks.
- Intellectual Property means any intellectual and industrial property rights, belonging to Nexo, for example, trademarks, service marks, logos, copyright and related rights, know-how, research, publications, agreements, trade and company names, etc.
- Interest means the indicated interest rate accrued regarding the relevant Nexo Service and subject to revision at any time, as well as the amount of the interest resulting from the accrual at any time.
- Nexo Account means a personal or business account, opened with Nexo, through which you can use the Nexo Services.
- Nexo Booster means a leverage product offered by Nexo, combining the features of the Nexo Crypto Credit and the Nexo Exchange Service and allowing you to multiply your Portfolio Balance, within the limits, for the Digital Assets and under the conditions, as indicated in these General Terms, on the Nexo Platform and in the Nexo Account.
- Nexo Card means a virtual or physical card issued under the brand name of Nexo, which can be used in certain jurisdictions, as the case may be, in relation to Nexo Services.
- Nexo Crypto Credit means any Digital Assets credit facility granted by Nexo and the total amount of the credit due by the Client to Nexo, at any time until its full repayment, including the principal, the Interest and any fees due to Nexo in accordance with the General Terms.
- Nexo Earn Interest Product means a product offered by Nexo, allowing you to earn Interest on your Digital Assets in accordance with the General Terms.
- Nexo Exchange Service means the execution by Nexo of exchange transactions and the topping up of the proceeds thereof, respectively the Digital Assets, into the Savings or Credit Wallets of the Clients’ Nexo Accounts, as the case may be, in accordance with the General Terms, as well as the related Nexo Services offered by Nexo through the Nexo Platform.
- Nexo Loyalty Program means a program offered by Nexo, providing the Clients with preferential terms depending on the ratio of NEXO Tokens in their Nexo Accounts to the Portfolio Balance, as indicated on the Nexo Platform.
- Nexo Pro Account means a Client’s account on the Nexo Pro Platform, opened by Nexo upon Client’s request, and subsequently used by the Client for the purpose of the Nexo Pro Services.
- Nexo Pro Platform means any Nexo website, mobile application and any other official Nexo communication channel, separate from the Nexo Platform, through which the Nexo Pro Services are provided, including the content and services made available on or through the same, and any updates, upgrades, and versions thereof.
- Nexo Pro Services means all services provided by Nexo through the Nexo Pro Platform.
- Nexo Platform means any Nexo website, mobile application and any other official Nexo communication channel, including the content and services made available on or through the same, and any updates, upgrades, and versions thereof.
- Nexo Referral Program means a program offered by Nexo, providing the Clients with an incentive for referring new Clients to Nexo, subject to the terms and conditions herein, governing the relevant Nexo Service (if and to the extent applicable), as well as on the Nexo Platform.
- NEXO Token means a native utility Digital Asset of Nexo, allowing you to use a wide variety of additional features of the Nexo Services and/or be granted preferential Interest or other terms by Nexo.
- Nexo Services means all services provided by Nexo through the Nexo Platform.
- Personal Data means any information about you that is necessary, among other things, for verification of your identity, use of the Nexo Services, and compliance with regulatory requirements.
- Portfolio Balance means the total amount of all the Digital Assets in the Client’s Nexo Account.
- Savings Wallet means a digital wallet in the Client’s Nexo Account comprising all the Digital Assets of the Client, excluding the ones moved to the Credit Wallet for the purpose of Nexo Crypto Credits collateralisation.
- Transaction History means the history of your transactions and all the details about the Digital Assets in your Nexo Account.
III. NEXO SERVICES
- The Nexo Services comprise of:
- Digital Asset wallet wherein all the Digital Assets approved and supported by Nexo can be stored by you (“Digital Asset Wallet”);
- Nexo Exchange Service;
- Transfer of Digital Assets from one Nexo Account to another, or to an external recipient (“Nexo Transfer Service”);
- Nexo Crypto Credit;
- Nexo Earn Interest Product;
- Nexo Staking Product;
- Any incentive program offered by Nexo that may be launched via the Nexo Platform or accessed through your Nexo Account, such as the Nexo Loyalty Program or the Nexo Referral Program;
- Any other product or service that may be launched via the Nexo Platform or accessed through your Nexo Account.
- All or part of the Nexo Services, some features thereof, or some Digital Assets, may not be available to certain Clients or Digital Assets, to the extent applicable, at any time, as indicated in the Nexo Account and on the Nexo Platform.
- The access to your Nexo Account will allow you to: (i) request a Nexo Service; (ii) view your balance and Transaction History; (iii) top up, withdraw and transfer Digital Assets, for which such options are available on the Nexo Platform and in the Nexo Account, and subject to revision from time to time at our sole and absolute discretion; (iv) perform other actions in relation to the above.
- By opening your Nexo Account and/or using the Nexo Services, unless stipulated otherwise in the General Terms, you аcknowledge and confirm that:
- You are not a citizen or resident of a sanctioned country according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union, and any EU Member State, the UK Treasury, etc.;
- You are not identified as a “Specially Designated National” and are not placed in the US Commerce Department’s Denied Persons List;
- You are not a citizen or resident of the States of New York, Alaska and Vermont, Bulgaria, Estonia; the States of Texas and Florida. (applicable to the Nexo Exchange Service, and the Nexo Crypto Credit within the scope and subject to the conditions on the Nexo Platform); the USA (applicable to the Nexo Earn Interest Product, within the scope and subject to the conditions on the Nexo Platform and the cases under Art. 5.(ii) hereinbelow, where the Counter Asset is EURx/GBPx/USDx); Canada, Australia and the USA (applicable to the Nexo Booster); as well as Australia (applicable to the cases under Art. 5.(ii) hereinbelow) and you do not have any relevant connection with any jurisdiction where we have prohibited or restricted access to the Nexo Services;
- You are at least 18 years old or of legal age to enter into contractual relations with Nexo (whichever is later);
- You are the exclusive beneficial and/or legal owner of any Digital Assets topped up or to be topped up into your Nexo Account, or the fiat currency used or to be used for the purchase of such Digital Assets, as the case may be, to which these General Terms apply;
- You are the beneficial owner of your Nexo Account and do not act on behalf of or represent any other natural person or legal entity;
- You comply with all Applicable Law requirements, relevant to you and to your use of the Nexo Services, such as tax, exchange control and registration ones;
- You are not entitled to: (i) open more than one Nexo Account; (ii) open a new Nexo Account if we have previously suspended, limited or terminated your Nexo Account.
- When you ask Nexo to open your Nexo Account, you shall provide Nexo with all the information and/or documents, as may be requested by Nexo or any third party acting on its behalf, so Nexo can verify your identity and validate your funding sources and transactions. Nexo or any third party acting on its behalf may additionally verify the information and/or documents provided by you from secure databases, to which you grant your explicit consent by entering into this Agreement. You hereby authorize Nexo to undertake any electronic identity verification checks on you directly or through third parties, either at the time of entering into this Agreement or at any time thereafter.
- We can refuse to open your Nexo Account and grant you access to the Nexo Services or any of them.
- You hereby represent and warrant that all the information you provide Nexo with is complete, accurate and up-to-date at all times. If there are any changes in this information, you shall notify Nexo and send Nexo accurate information without any delay.
- If at any point Nexo needs to verify that the information it has about you is complete, accurate and up-to-date, Nexo will contact you and request that you either provide more information or that you go through the verification process all over again. If you do not complete all the necessary steps, or if you fail to provide Nexo with up-to-date information, Nexo will not be able to provide you with the Nexo Services and will not be responsible for any losses you incur as a result thereof.
- You hereby undertake to оbtain all necessary hardware, as well as to install all necessary software, including security and antivirus, for your use of the Nexo Services in accordance with these General Terms. You are solely responsible for keeping your device safe and maintaining adequate security and control of your username, password and shall be solely responsible for any access to and use of the Nexo Services through your device, regardless of whether such access may have been made without your knowledge, authority or consent. We will not be liable to you for any loss or damage resulting from such use. In case your device has been lost or stolen or has been accessed or used in an unauthorized manner, you shall notify Nexo of this and if the device has been accessed or used in an unauthorized manner, you shall, as soon as possible, reset the password.
V. TOPPING-UP OF DIGITAL ASSETS
- You can top up Digital Assets into your Nexo Account at any time by effecting a Digital Assets transfer from: (i) your personal wallet to your Digital Asset Wallet, or (ii) your Nexo Pro Account, applicable only in case you have opened a Nexo Pro Account in accordance with the General Terms, while specific requirements and limitation, such as, but not limited to minimum amount of each Digital Asset and Margin Level threshold, may apply from time to time, as indicated оn the Nexo Platform or the Nexo Pro Platform. You can subsequently use the Digital Assets in your Nexo Account for earning Interest thereon in accordance with the Nexo Earn Interest Product or for securing your Nexo Crypto Credit, as well as for any other Nexo Service in accordance with these General Terms regarding the relevant Nexo Service, if any.
- You are responsible for making sure that: (i) you have the correct address for your Digital Asset Wallet when you transfer Digital Assets from your personal wallet; (ii) the Digital Assets you top up into your Digital Asset Wallet are currently approved and supported by Nexo and not subject to prohibitions or limitations regarding such topping-up, as indicated in the Nexo Account and on the Nexo Platform. If you transfer Digital Assets to an incorrect address, or if the Digital Assets transferred are not approved and supported by Nexo, or are subject to prohibitions or limitations regarding such topping-up, as indicated in the Nexo Account and on the Nexo Platform, your Digital Assets will be irreversibly lost. We will not be liable to you for any such loss.
- A transfer to your Digital Asset Wallet is confirmed once the balance of your Digital Asset Wallet has been updated with the corresponding amount.
- We reserve the right to reject any transfer to your Digital Asset Wallet, in which case we will transfer back the same amount of the relevant Digital Asset to the wallet from which it has been sent.
- If you do not have the Digital Assets needed for your purpose, or are subject to prohibitions or limitations to top up such, as indicated in the Nexo Account and on the Nexo Platform, you can initiate the purchase of Digital Assets by transferring their price (i) to a designated Nexo bank account via bank transfer; or (ii) by a credit or debit card, and instruct Nexo to proceed with the relevant purchase transaction, and/or initiate an Exchange Transaction under the General Terms, as the case may be, depending on the type of Digital Assets subject to topping-up. All fees and charges for the transactions under the preceding sentence, including such for bank transfers, conversions and/or card payments, if any, shall be at your expense, unless otherwise indicated on the Nexo Platform at a given time. Each bank transfer and card payment, as well as any relationship arising out thereof, is governed by the terms and conditions of the relevant third-party service provider. Once purchased, respectively exchanged, the relevant Digital Assets are topped up into the Digital Asset Wallet in your Nexo Account and can be used for the purposes under Art. V.1. In cases of a card payment under (ii) above, the proceeds of the purchase transaction, respectively of the Exchange Transaction (once both a purchase transaction and an Exchange Transaction have been executed), are topped up into the Digital Asset Wallet of your Nexo Account. The transactions are irreversible and final once you have provided the relevant instructions and/or payments to Nexo, and you may not change, withdraw or cancel the authorization to Nexo to complete any pending or partially completed transactions. Nexo shall not be liable for any partially completed transactions or delays in the processing of your instructions. We do not guarantee the availability of any exchange rate, except for the cases of EURx/GBPx/USDx which is 1-to-1 pegged to EUR/GBP/USD at all times. However, Nexo always devotes significant efforts to find and use the best exchange rate for the purpose of the above so that your interests can be fully protected.
- Subject to the General Terms you may request for: (i) withdrawal of all or part of the Digital Assets other than those used as Collateral of a Nexo Crypto Credit to your personal wallet or to your Nexo Pro Account, applicable only in case you have opened a Nexo Pro Account in accordance with the General Terms together with the Interest accrued thereon, the latter as applicable to the Nexo Earn Interest Product only, as well as those to which certain prohibitions or limitations apply, as indicated in the Nexo Account and on the Nexo Platform; (ii) withdrawal of the fiat equivalence of certain Digital Assets together with the Interest accrued thereon, as applicable to the Nexo Earn Interest Product, or the fiat equivalence of the Digital Assets, as applicable to the Nexo Crypto Credit, by instructing Nexo to sell the relevant Digital Assets and Interest, as the case may be and if applicable, and transfer the fiat proceeds of the sale transaction to a bank account designated by you.
- All fees and charges for the bank transfer under Art. VI.1., if any, shall be at your expense. The sale transactions are irreversible and final once you have provided the relevant instructions to Nexo, and you cannot change, withdraw or cancel the authorization to Nexo to complete any pending or partially completed transactions. Nexo shall not be liable for any partially completed transactions or delays in the processing of your instructions. We do not guarantee the availability of any exchange rate, except for the cases of EURx/GBPx/USDx which is 1-to-1 pegged to EUR/GBP/USD at all times. However, Nexo always devotes significant efforts to find and use the best exchange rate for the purpose of the above so that your interests can be fully protected.
- The withdrawals within the limits specified on the Nexo Platform, which are subject to revision from time to time at our sole and absolute discretion, shall be processed by Nexo no later than 24 (twenty-four) hours as of receipt of your request. In case of withdrawals exceeding the above limits, in order to guarantee the safety of the Digital Assets and Interest, if applicable, in your Nexo Account, as well as of delays due to technical reasons, the processing may take a longer period of time. However, Nexo devotes significant efforts to ensure that any withdrawal falling within the hypotheses under the preceding sentence will be processed no later than 72 (seventy-two) hours as of your request.
VII. DIGITAL ASSETS TRANSFERS
- You may transfer any Digital Asset other than the one used as Collateral of a Nexo Crypto Credit, and the one regarding which prohibitions or limitations of Digital Asset Transfers apply, as indicated in the Nexo Account and on the Nexo Platform, from your Digital Asset Wallet to a specified wallet of a third party.
- We will process all Digital Asset Transfers according to your instructions and do not guarantee the identity of any recipient. You shall verify all transaction information prior to submitting instructions for a Digital Asset Transfer to Nexo. The Digital Asset Transfer cannot be cancelled or reversed once processed by Nexo. You acknowledge that you are responsible for ensuring the accuracy of any instructions submitted to Nexo and that any errors may result in the irreversible loss of your Digital Asset.
- You shall have sufficient Digital Assets in your Digital Asset Wallet prior to instructing Nexo to effect any Digital Asset Transfer. In case of insufficiency of the relevant Digital Assets in your Digital Asset Wallet, the Digital Asset Transfer will be rejected by Nexo. By instructing Nexo to effect the Digital Asset Transfer, you authorize Nexo to debit your Digital Asset Wallet for the full amount of the Digital Assets needed to complete the Digital Asset Transfer.
- We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. We are not responsible for ensuring that a third-party buyer or a seller you transact with will complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from or sold to a third party, using Digital Assets transferred from your Digital Asset Wallet, or if you have a dispute with such a third party, you shall resolve the dispute directly with that third party.
VIII. RISK DISCLOSURE
- Digital Assets are more volatile relative to most fiat currencies and other assets and this unpredictability of their price may result in significant loss over a short period of time. We are not responsible for the Digital Assets market, and we make no representations or warranties concerning the real or perceived value of any Digital Assets, and the quality, suitability, truth, usefulness, accuracy, or completeness of any data provided by Nexo. You shall therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial condition.
- Digital Assets are not money or legal tender, are not backed by the government or by a central bank and mostly do not have any underlying assets, revenue stream, or another source of value.
- The regulatory status of Digital Assets is currently unsettled, varies among jurisdictions and is subject to significant uncertainty. Legislative and regulatory changes or actions relating to the Digital Assets or blockchain technology at a state or international level may adversely affect or restrict, as applicable, the use, transfer, exchange and value of the Digital Assets, as well as the provision of the Nexo Services or any of them. The value of the Digital Assets may be derived from the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in permanent and total loss of value of a particular Digital Asset should the market for it disappear.
- Also, some Digital Assets transactions are deemed to be made when recorded on a public ledger, which is not always the date or time that you initiated the transaction. Digital Assets ownership is often determined by a decentralized public ledger and usually cannot be cancelled or reversed.
- The nature of Digital Assets may lead to an increased risk of fraud or cyberattacks and any losses due to fraudulent or accidental transactions will likely not be recoverable.
- Keep in mind that we do not provide investment advice and the information coming from Nexo shall not be used as a basis for making decisions about investing in a particular Digital Asset.
- YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF ANY OF THE NEXO SERVICES IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE THESE NEXO SERVICES SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.
- You understand and agree that you use the Nexo Account and the Nexo Services at your own risk. This section is not exhaustive and does not disclose all the risks associated with the Digital Assets and the use of the Nexo Services. You shall, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.
- It is important that you understand that the underlying protocols of the Digital Assets’ networks are subject to sudden changes in operating rules, and third parties may, from time to time, create a copy of a Digital Asset's network and implement changes in the operating rules or other features that might result in multiple versions of the network and more than one version of the Digital Asset. This may affect the value and the function of the initial Digital Asset and we can temporarily suspend our services while we determine, at our sole and absolute discretion, which network to support.
- Such networks and Digital Assets are outside of our control and we can decide, at our sole and absolute discretion, to abandon or otherwise not support the initial or the copy of the Digital Asset. We may, at our sole and absolute discretion, obtain and retain the unsupported Digital Assets.
X. OBLIGATIONS AND WARRANTIES
- You hereby declare, warrant and confirm that:
- You meet the conditions under Section IV;
- You validly undertake any action or enter into any transaction with regard to the Agreement;
- The Digital Assets, which you have topped up or will top up in your Nexo Account, or the funds, which you have used or will use for purchase of the Digital Assets to be topped up into your Nexo Account, as the case may be, are not derived from money laundering, terrorist financing, fraud or any other illegal or criminal activity under any Applicable Law in the respective jurisdiction;
- You have submitted to Nexo only complete, correct and up-to-date information and documents;
- You are aware that you are subject to the tax regulation in your jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the Applicable Law. Nexo shall not be required to compensate you for your tax obligations or advise you in relation to your tax issues. The uncertainty in tax legislation relating to the Digital Assets may expose you to any currently unknown or future tax consequences, associated with your holding of Digital Assets and the use of the Nexo Services, for which Nexo shall not be held liable. You shall hold Nexo harmless from any expenses and losses, resulting from the above uncertainty;
- You are aware that you use the Nexo Account, the Nexo Platform and the Nexo Services fully at your own risk.
- You hereby undertake to:
- Use the Nexo Account, the Nexo Platform and the Nexo Services in good faith;
- Not commit, conduct or perform any misrepresentation, fraud, malicious act or criminal activities;
- Not use the Nexo Account, the Nexo Platform and the Nexo Services to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing materials, junk mail or chain letters;
- Not provide false, inaccurate, incomplete, out-of-date or misleading information;
- Not interfere, intercept, or expropriate our network, system, data, or information;
- Not transmit or upload any virus or other malicious software or program, or try to gain unauthorized access to other users’ accounts, website, network or systems relating to the Nexo Services;
- Not decompile, reverse engineer or disassemble any of our programs, systems or products, or in any way infringe the Intellectual Property rights and/or such of our partners;
- Not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of any of our programs, systems or products, or unduly burdening or hindering the operation and/or functionality of any aspect of the Nexo Services;
- Not use the Nexo Platform in a way that could damage, disable, impair or compromise the Nexo Platform or the provision of the Nexo Services, or interfere with other users, or affect the reputation of Nexo. You undertake not to gain or attempt to gain unauthorized access to the Nexo Account or the Digital Asset Wallets of other users;
- Not take any action that imposes an unreasonable or disproportionately large burden or load on the Nexo infrastructure (including our servers, networks, data centers, and related equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Nexo Services;
- Not engage in any written or verbal communication or conduct towards Nexo, its affiliates, third-party service providers, each of their respective employees, officers, directors and representatives, which may in any way be deemed harmful, threatening, aggressive, abusive, inappropriate, disparaging or in any manner disrespectful;
- Keep the data required for using the Nexo Account unavailable for third parties;
- Inform Nexo about any change in the information and documents submitted to Nexo, in particular in your contact details, within 1 (one) day as of the change.
XI. NEXO LOYALTY PROGRAM
- The Nexo Loyalty Program is applicable to all Nexo Services or part of them, as indicated on the Nexo Platform.
- The loyalty levels and any preferential terms based thereon, including but not limited to Interest, cashbacks, bonuses and other types of rewards, applicable from time to time, depend on the ratio of NEXO Tokens in the relevant Nexo Account to the Portfolio Balance, and the type of Nexo Service used by the Client, respectively Digital Asset, and may be subject to other conditions Nexo finds appropriate, at its sole and absolute discretion, as indicated on the Nexo Platform.
- The loyalty level of the relevant Client, respectively the applicable Interest, are dynamically determined throughout each calendar day, while their final determination occurs up to the time of accrual of the Interest for each Nexo Service, as specified in the general terms and conditions of the latter.
- The participation in the Nexo Loyalty Program is non-transferable and cannot be sold, gifted or awarded to any person other than you.
- Nexo reserves its right to allow the use of additional features of the Nexo Services and/or grant preferential Interest or other terms, apart from the Nexo Loyalty Program, at any time, as part of marketing campaigns or otherwise, at its sole and absolute discretion, regardless of whether they are related to the availability of NEXO Tokens in the Clients’ Nexo Accounts. Such can be applicable together with the Nexo Loyalty Program or on a separate basis.
XII. NEXO REFERRAL PROGRAM
- The Nexo Referral Program is applicable to all Clients referring new Clients, who have not previously opened Nexo Accounts, to Nexo (“Referred Clients”), subject to the terms and conditions stipulated herein, governing the relevant Nexo Service (if and to the extent applicable), as well as on the Nexo Platform.
- The eligibility for participation in the Nexo Referral Program, the type, amount and manner of granting of incentives, the type of Digital Assets and/or the Nexo Service used or to be used by the relevant Client or Referred Client, the limits regarding the number of Referred Clients or the amount of incentives a Client may refer, respectively receive, (if any), are indicated on the Nexo Platform.
- The participation in the Nexo Referral Program is non-transferable and cannot be sold, gifted or awarded to any person other than you.
- Nexo reserves its right to amend or supplement the terms and conditions of the Nexo Referral Program, as indicated herein and on the Nexo Platform, at any time, at its sole and absolute discretion. Any such amendments or supplements shall become valid and in full force as of the date of their publishing on the Nexo Platform unless otherwise indicated.
- In the event multiple Referring Participants have been funded by a single digital address, both Referring and Referred Participants may be disqualified from participation in the Promo at the sole discretion of Nexo.
XIII. NEXO BOOSTER
- The Nexo Booster allows you to multiply your Portfolio Balance by either: (i) multiplying any Digital Asset in your Portfolio Balance by requesting a Nexo Crypto Credit and a subsequent Exchange Transaction, whereby both the proceeds of the Exchange Transaction, respectively the relevant Counter Asset, and the relevant part of the same type of Digital Asset available in the Client’s Savings Wallet prior to the execution of the Exchange Transaction will be automatically transferred from the Savings Wallet to the Credit Wallet of your Nexo Account to serve as Collateral of the Nexo Crypto Credit in accordance with the required LTV; (ii) selecting a Trading Pair and initiating an Exchange Transaction for the available amount of the Base Asset in your Nexo Account, and requesting a Nexo Crypto Credit and a subsequent Exchange Transaction under the, whereby the proceeds of both Exchange Transactions above, respectively the relevant Counter Assets, will be automatically transferred from the Savings Wallet to the Credit Wallet of your Nexo Account to serve as Collateral of the Nexo Crypto Credit in accordance with the required LTV.
- Nexo will grant you the Nexo Crypto Credit as part of the Nexo Booster in a stablecoin approved by Nexo and indicated on the Nexo Platform and in the Nexo Account, which is subject to revision from time to time, at Nexo sole and absolute discretion. This stablecoin will always serve as a Base Asset of the Exchange Transaction to be executed after the granting of the Nexo Crypto Credit.
- You understand and agree that Nexo may charge you fees for the use of the Nexo Booster, if and to the extent applicable, at an amount as indicated on the Nexo Platform and subject to revision from time to time, at our sole and absolute discretion.
- You may only use the Nexo Booster within the limits, for the Digital Assets and under the conditions, as indicated in the General Terms regarding the relevant Nexo Service, on the Nexo Platform and in the Nexo Account, which are subject to revision from time to time at our sole and absolute discretion.
- Your request to use the Nexo Booster may be rejected (i) due to network shortages and/or technical reasons; (ii) in case of significant price difference; or (iii) in case there are not enough of the Digital Assets you wish to purchase on the exchanges.
- We may, at our sole and absolute discretion, reverse or adjust any executed Exchange Transaction as part of the Nexo Booster, in case of an error in the Exchange Price of the Digital Assets, which deviates from the prevailing market price and which has occurred as a result of a system or technical error detected by Nexo, regardless of the reason for such. Any reversal of an Exchange Transaction automatically leads to reversal of the related Nexo Crypto Credit. In case of reversal, the Counter Assets subject of the Exchange Transaction(s) and/or your initial Digital Assets (in cases of a Nexo Booster under Art. XIII.1(i)) will be withdrawn from the Credit Wallet of your Nexo Account, the Base Assets subject of the Exchange Transaction(s) and/or your initial Digital Assets (in cases of a Nexo Booster under Art. XIII.1(i) - re-topped up into the Savings Wallet of your Nexo Account (when not resulting from a Nexo Crypto Credit) or withdrawn therefrom (when resulting from a Nexo Crypto Credit), as the case may be. In case of adjustment, the amount of the Counter Assets subject of the Exchange Transaction(s) will be adjusted accordingly in the Credit Wallet of your Nexo Account.
XIV. REFUSAL TO PROVIDE NEXO SERVICES. LIMITATION, SUSPENSION OR TERMINATION OF THE NEXO SERVICES. CLOSURE OF ACCOUNTS.
- Nexo reserves the right to, at its sole and absolute discretion, refuse to process or to cancel any request from you in regard to the Nexo Services, including for purposes of compliance with any Applicable Law.
- The topping-up of Digital Assets into your Digital Asset Wallet may be subject to certain limits imposed by Nexo (as may be amended from time to time at Nexo sole and absolute discretion).
- Nexo may, at any time and without liability, terminate, suspend, limit or reverse your use, or the functionality, of the Nexo Services, or your access to your Nexo Account (including freezing or closing your Nexo Account, refusing to process any instruction of yours, or reversing a performed action), including but not limited to: (a) in the event of any breach by you of these General Terms and any other applicable terms, or any Applicable Law; (b) for the purposes of complying with a regulator’s demand, a court order, an act of any governmental authority, or any Applicable Law; (c) upon Nexo’s suspicion that a transaction or your use of the Nexo Services may be erroneous or connected with any unlawful activities (such as money laundering, terrorist financing, as well as fraudulent activities), or that your Nexo Account has been compromised; (d) your Nexo Account is subject to any legal proceedings; (e) to remedy the effects of any defect in or compromise to any information system related to the provision of the Nexo Services; (f) for compliance and monitoring reasons, including in case of a discrepancy between your spending profile and the type of consumer group you belong to; (g) for maintenance of the system; or (h) if there is a change in the eligibility criteria for opening of a Nexo Account or use of the Nexo Services. In the above cases the Digital Assets in your Nexo Account may be frozen for an indefinite period of time until the matter is resolved.
- Nexo may, at any time and without liability: (a) update or change any features, components or content of the Nexo Services, cease to accept and support any Digital Assets and substitute them with Digital Assets accepted and supported by Nexo, determined as per Nexo sole and absolute discretion, if such are available in the Client’s Nexo Account at the cessation time. We do not guarantee that any such specific content, component, feature or Digital Asset will always be available to you; or (b) suspend, terminate, cancel or change any incentive program and/or any pay-out in regard thereto.
- If we decide to undertake any of the actions under Art. XIV.3 and XIV.4, we will provide you with adequate notice of this unless it is impractical, impossible or illegal to do so. Reversals are possible once the reasons for the relevant suspension or limitation no longer exist. In this case, we will not be under any obligation to execute any suspended, reversed or terminated transactions at a specific price or under specific terms.
- Your obligations under these General Terms will continue in the event of any limitation, suspension, reversal or termination under Art. XIV.3 and XIV.4 and you will not be released from any liability having arisen prior to such.
- Nexo shall not owe you any payment, compensation or damages in relation to any suspension, limitation, cessation, reversal or termination of your use of the Nexo Services, regardless of the reason therefor.
- Our rights for suspension, limitation, cessation, reversal and termination under this Section XIV shall be without prejudice to any other rights or remedies that we may have (whether under these General Terms, Applicable Law or otherwise).
- You may, at any time, suspend or terminate your access to and use of any of the Nexo Services or close your Nexo Account. In order to do so, you shall submit a request to Nexo in a form and together with the relevant supporting documents and/or information, as may be required by Nexo. You hereby acknowledge and agree that you will be subject to such terms and conditions as we may consider applicable to such suspension, termination or closing and that the relevant Nexo Services will not be accessible thereafter.
- All your debts to Nexo shall have been settled and there shall be no balance in your Nexo Account prior to closing thereof under this Section XIV. You are entitled to recover the remaining balance of Digital Assets together with the Interest accrued thereon, if applicable, respectively the fiat equivalence of the latter, prior to closing, unless we are prohibited by any Applicable Law or a court order to release such Digital Assets and Interest, if applicable, including but not limited to the case that we have reasonable grounds to suspect that the Digital Assets or the funds used for purchase of the Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities. Certain limitations may apply, as indicated in the Nexo Account and on the Nexo Platform, subject to revision from time to time, at our sole and absolute discretion.
XV. PERSONAL DATA
- We can only provide the Nexo Services once we have collected your Personal Data.
- We reserve the right, at any time, to verify your Personal Data for anti-money laundering and counter-terrorist financing purposes.
- In the event your Nexo Account is closed on any grounds under this Agreement, we will stop using your Personal Data for the purposes under Art. XV.2, but we may need to keep your Personal Data as required by any Applicable Law.
XVI. LIMITATION OF LIABILITY
- ALL THE NEXO SERVICES ARE PROVIDED ‘AS IS’ AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, EXCEPT AS EXPRESSLY PROVIDED IN THESE GENERAL TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. NEXO DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE NEXO SERVICES UNDER THESE GENERAL TERMS.
NEXO LIABILITY IN RESPECT OF THE REPRESENTATIONS AND WARRANTIES, WHICH CANNOT BE EXCLUDED, IS LIMITED TO ANY OF THE FOLLOWING OPTIONS CHOSEN BY NEXO, AT OUR SOLE AND ABSOLUTE DISCRETION:
- RE-SUPPLYING, REPLACING OR REPAIRING THE NEXO SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED; OR
- PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING OF THE NEXO SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.
- NOTWITHSTANDING ANY PROVISIONS IN THESE GENERAL TERMS, IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES OR PARTNERS BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES OR CLAIMS:
- DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT OUTSIDE OUR REASONABLE CONTROL, THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (E.G. FORCE MAJEURE, INCLUDING ACTS OF GOD, WAR OR CIVIL UNREST, DISASTERS, ACTS OF DOMESTIC OR FOREIGN COURTS AND GOVERNMENTAL AUTHORITIES, STRIKES, LOCKOUTS, LABOUR DISPUTES, TERRORIST ACTS, RIOTS);
- ARISING FROM OR IN CONNECTION WITH:
- ANY DELAY, SUSPENSION, DISCONTINUATION, INTERRUPTION OF THE NEXO PLATFORM OR THE NEXO SERVICES;
- FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS;
- ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM WE ARE NOT RESPONSIBLE;
- DELAY, FAILURE OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD-PARTY SERVICES;
- ANY REFUSAL TO PROCESS OR AUTHORIZE, OR ANY REVERSAL OF, ANY TRANSACTION FOR ANY REASON;
- YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN OR NON-AVAILABILITY OF THE NEXO PLATFORM OR THE NEXO SERVICES;
- ANY UNAUTHORIZED OR INELIGIBLE USE OF THE NEXO SERVICES CONTRARY TO THESE GENERAL TERMS;
- DUE TO COMPLIANCE WITH ANY APPLICABLE LAW, COURT ORDERS OR ACTS OF ANY GOVERNMENTAL AUTHORITY;
- RESULTING FROM HACKING, TAMPERING, COMPUTER VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE RELEVANT NEXO SERVICE, YOUR NEXO ACCOUNT OR ANY INFORMATION CONTAINED THEREIN.
- NOTWITHSTANDING ANY PROVISIONS IN THESE GENERAL TERMS, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, REGARDLESS OF WHETHER SUCH DAMAGES BEING DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
- IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE NEXO SERVICES AND THESE GENERAL TERMS EXCEED THE FEES YOU PAID TO NEXO FOR YOUR USE OF THE RELEVANT NEXO SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, GIVING RISE TO THE CLAIM FOR LIABILITY, IF ANY. THE ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY THE RELEVANT APPLICABLE LAW.
- WE SHALL NOT BE LIABLE FOR ANY FAULT ON THE PART OF ANY THIRD-PARTY SERVICE PROVIDER INSTRUCTED BY US. IN ANY SUCH CASES OUR LIABILITY WILL BE LIMITED TO USING REASONABLE CARE IN THE SELECTION, APPOINTMENT AND INSTRUCTION OF SUCH THIRD-PARTY SERVICE PROVIDERS (BUT NOT OF ANY SUB-CONTRACTOR OR OTHER THIRD PARTY SUCH A THIRD-PARTY SERVICE PROVIDER MAY USE).
- NOTHING IN THESE GENERAL TERMS SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD OR GROSS NEGLIGENCE.
XVII. DEFAULT. INDEMNIFICATION
- The occurrence of one of the following events constitutes an Event of Default:
a) The Client breaches any of the Client’s obligations or warranties under these General Terms;
b) It is or becomes illegal for the Client to perform the Client’s obligations under this Agreement;
c) Nexo is unable to contact the Client in accordance with the Client’s most recent instructions for sending correspondence.
- In case of an Event of Default, Nexo is entitled:
a) To terminate this Agreement with immediate effect;
b) To take any action it deems necessary to protect its interests.
- You shall defend, indemnify, and hold harmless Nexo, its affiliates, third-party service providers, each of their respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these General Terms or your use of the Nexo Services in violation to these General Terms or any Applicable Law.
- This Agreement shall be terminated immediately by closing your Nexo Account, on the grounds of Art. XVII.2, Letter a) or otherwise, and discontinuing use of the Nexo Services. The Agreement can be terminated upon written notice by Nexo if Nexo discontinues the offering of the Nexo Services, regardless of the reasons.
- All your debts to Nexo shall have been settled and there shall be no balance in your Nexo Account prior to suspension or closing thereof. You are entitled to recover the remaining balance of Digital Assets together with the Interest accrued thereon, if applicable, respectively the fiat equivalence of the latter, unless we are prohibited by any Applicable Law or a court order to release such Digital Assets and Interest, if applicable, including but not limited to the case that we have reasonable grounds to suspect that the Digital Assets or the funds used for purchase of the Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities. Certain limitations may apply, as indicated in the Nexo Account and on the Nexo Platform, subject to revision from time to time, at our sole and absolute discretion.
- The termination of this Agreement shall not prevent any Party from seeking any remedies against the other Party for any breach of this Agreement occurring prior to such termination.
XIX. NOTICES. ELECTRONIC COMMUNICATIONS
- Any notice required or made under these General Terms from Nexo to the Client shall be considered validly received when addressed to the Client’s last used e-mail address, mailing address or phone number. Additionally, we may provide notices through posting on the Nexo Platform.
- Any notice required or made under these General Terms by the Client to Nexo shall only be made via e-mail in English to [email protected].
- Your feedback, questions or complaints may be referred to Nexo via e-mail in English to [email protected], or through other communication channels indicated by Nexo from time to time on the Nexo Platform. We will do our best to respond as soon as possible. However, for more complicated issues, it may take Nexo up to 20 (twenty) days to get back to you. We will not be responsible for any loss or damage sustained during this period.
- You shall be fully responsible for the security and authenticity of all instructions sent through the Nexo Platform and you shall be bound by all such instructions. We will assume that all the instructions received from your Nexo Account are coming from you and we shall not be obliged to verify this.
- You accept the risk that your instructions and information may not be protected against unauthorized access when given through the Nexo Platform, as being transmitted via the Internet.
- Any instructions sent to Nexo shall only be deemed received by Nexo when we have successfully retrieved them from the relevant system and duly informed you of the receipt. Any instructions sent by you to any third parties will only be deemed received by them in accordance with their terms and conditions.
- You agree that, to the extent there are any terms in your local jurisdiction governing the time and place of dispatch and receipt of electronic communications, such terms will not apply to your use of the Nexo Platform and the Nexo Services (subject to the maximum extent permitted under Applicable Law), and you will be liable for any damages caused through the use of connectivity means.
- You acknowledge and agree that in the event of any dispute arising in connection with your use of the Nexo Platform and the Nexo Services, our records of all matters related to your use of the Nexo Platform and the Nexo Services on any specific date will be binding on you for all claims and purposes whatsoever. Additionally, you agree to the admissibility of all such records and documents without further requirement of proof of authenticity or accuracy in a court of law or similar institution under any Applicable Law.
XX. GOVERNING LAW AND JURISDICTION
- The Agreement shall be governed exclusively by the substantive law of England and Wales.
- Any dispute arising out of or in connection with the Agreement (the General Terms), unless amicably settled between the Parties, shall be referred to the competent court in London, England, determined as per the procedural law of England and Wales. You agree that any dispute resolution proceeding subject to the Applicable Law under the preceding sentence shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding. No court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect other Clients of Nexo.
- Your use of the Nexo Services may be subject to certain fees, as indicated on the Nexo Platform, which are always exclusive of any taxes and may be debited from your Nexo Account, if applicable. Such fees may be changed at any time, at Nexo sole and absolute discretion.
- The Intellectual Property remains an exclusive property of Nexo and cannot be reproduced, displayed, distributed, republished, broadcasted, transmitted, modified or used in any other manner or by any means by the Client, except upon our prior explicit written consent.
- Nexo shall reserve its right to amend or supplement these General Terms from time to time. Any such amendments or supplements shall become valid and in full force as of the date of their publishing on the Nexo Platform unless otherwise indicated. You shall regularly check the Nexo Platform to inform yourself about any such amendments or supplements. We may also, at any time, change, add or remove any feature or functionality of the Nexo Platform without prior notice. By continuing to use the Nexo Platform and/or the Nexo Services, after any such amendments or supplements, respectively changes, have taken effect, you thereby indicate your acceptance of the amended or supplemented General Terms and the changed Nexo Platform. If you do not wish to be bound by any amendments or supplements to these General Terms, you shall discontinue your use of the Nexo Platform and/or the Nexo Services immediately.
- The descriptive headings in these General Terms are inserted for convenience only and shall not affect the interpretation of this Agreement.
- The invalidity of the whole or part of any provision of these General Terms shall not affect the validity of the whole or part of any other provision of these General Terms. The remaining provisions of these General Terms shall remain in full force and effect.
- The failure by Nexo to exercise or enforce any right or provision of these General Terms shall not constitute a present or future waiver of such right or provision.
- Providing you with the Nexo Services does not make Nexo your trustee or investment adviser and no fiduciary relationship exists between us. We have no trust or other obligations in respect of your Nexo Account other than those expressly specified hereunder.
- None of your rights and obligations arising out of the Agreement are assignable or transferable, without the prior written consent of Nexo. Nexo shall reserve the right to assign, delegate or transfer this Agreement and the rights and obligations hereunder to any third party at any time, without notice or your consent.
- Except for the legal entities belonging to the Nexo group of companies, a person who is not a party to this Agreement, shall not be entitled to enforce it.
- This Agreement is prepared and concluded in English language. In case it or any part thereof is translated into another language for whatever reason, the English version shall prevail.