Terms Of Use

This Terms of Use (the “TOU”) establishes all the statements that users must comply with when using "NURITOPIA Web 3.0 Wallet" which is provided by either NuriFlex Holdings Inc. or Nuritopia PTE. LTD. (hereinafter, the "Company") as well as the relationship of rights and obligations between users (hereinafter, “Member”, “User”) and the Company.

The Service and related services are intended for digital assets of the NURITOPIA platform. The Service and related services are available upon User’s agreement, and the Service can be terminated at any time if the User does not want to use or agree. However, if the Service is discontinued due to the User’s decision, the digital assets described in this document may experience losses.

“Service” means all services related to the digital wallet service with NURITOPIA Web 3.0 Wallet provided by the Company, regardless of types of terminals (including various wired and wireless devices such as PCs and portable devices).

“Wallet” means a service that provides a function to check and store digital assets linked to a User’s account and allows the exchange of digital assets through a wallet address.

“Digital asset” means all data on the blockchain, including but not limited to coins, tokens, and non-fungible tokens (NFTs), as a medium for storing and exchanging values electronically via the Service.

"Wallet address (public key)" refers to a unique identifiable address that exists in the blockchain to record changes in digital assets among Users in the Service."

"Password" refers to a combination of letters, numbers, or special characters created by the User to confirm that the User is the same individual who matches with the account. Secondary authentication refers to a combination of numbers determined by the User, and screen/bio lock/unlock password may be used. Secondary authentication and screen/bio lock/unlock passwords are used to unlock the screen when an app or device screen lock is executed when a User is not using the Service for a certain period of time, or for permission to send, swap, and approve transactions of digital assets if applicable.

"Private key" means a unique combination of letters and numbers to approve and authorize a transaction of digital assets held in a wallet address.

“Recovery phrase" means a unique combination of words used by a User to generate or recover a wallet address and private key.

"DApp" is a service provided to Users by a 3rd party or partners, which is a separate and independent service that runs on smart contracts and series of applications on a blockchain, and it is a Service used by Member from downloading apps or visiting websites.

"Partners" mean DApp developer or company that provides various services linked to Services in partnership with the Company.

"ID (ID or Account)" means a combination of letters or numbers, generated by User, granted by the Company after the User agrees to this Terms of Use and other policy, where applicable, for the identification of User and the use of Services.

"Post" means articles, photos, videos, and various files and links in the form of information such as signs, letters, voices, sounds, videos, etc. posted by User while using Services.

The definitions of other terms used in this Terms of Use are in accordance with relevant laws and general business practices, except as provided in the preceding paragraph.

The contents of the TOU may be posted on the application, application setting and/or mobile/website of the Company.

The Company may amend this TOU to the extent consistent with relevant law and regulation.

The Company shall notify amendment to Users, not less than 7 days prior to the effective date, by providing notice in the Service or website or email, specifying the effective date and details of such amendment. If the amendments are, in the good faith determination of the Company, unfavorable to the User, the Company shall provide such notice at least 30 days prior to the effective date. In this case, the Company shall clearly display the amendments to make sure the User could easily understand the changes.

Matters not specified herein shall comply with relevant law and regulations of British Columbia, Canada, general practice, and other policies, where applicable, of the Company.

A contract for use of Services provided by the Company ("Contract of Use”, “Use Contract", “Contract”) is made by User who intends to become a Member ("Subscription Applicant") after agreeing to this TOU and start receiving the Services.

In any of the following cases, the Company may refuse or withhold the consent of the User, applicant or Subscription Applicant for Membership, and the Company may revoke previous approvals if the following reasons are identified and confirmed even after enrollment:

a. Member is a minor, under the age of 13 or considered as minor of residing jurisdiction;

b. There is a risk that the use of this Service constitutes a violation of the relevant acts in accordance with laws other than the British Columbia, Canada that are effective in the jurisdiction of residence of a Member;

c. Member uses name of another person or enters false information, falls under an illegal act such as money laundering, etc., and a violation of laws and regulations is identified and confirmed during the use of Service;

d. It is difficult to approve an application for Membership in accordance with relevant laws and regulations, government supervisory organization or regulations, and 3rd service terms and conditions;

e. If Company does not have enough space for its service-related facilities, or if there are technical or operational issues;

f. In the case of a citizen of jurisdiction that falls under Financial Action Task Force on Money Laundering (FATF)'s non-fulfillment of international standards (high-risk countries requiring action and countries subject to enhanced supervision); and/or

g. any other reasons, difficulty to approve the subscription or application.

If the application for Membership is not approved or on hold pursuant to Article 5, the Company shall, in principle, notify the applicant of the Membership.

Member can access their personal information at any time through the personal information menu screen or setting. When making changes of any personal information, Member can make such changes by performing self-authentication process using mobile phone and etc.

When any information provided during enrollment changes, Member must directly update the new information or request such updates of information to Company through e-mail, etc.

The Company shall not hold any liabilities for any losses, damages, claims, disadvantages or issues caused by the failure to inform such changed to the Company under Article 6.

Company will endeavor to protect personal information of Member and comply with the relevant laws and regulations. Personal information shall only be used in order to effectively provide Member with the Service.

The Member is fully responsible for the management of the Member's private key, recovery phrase, and password. It should never be used by a 3rd party.

If a Member identifies and recognizes that his/her private key, recovery phrase, or password is stolen or used by a 3rd party, a Member must notify the Company immediately and follow the Company's instructions.

The Company shall not be liable for any losses, damages, claims, disadvantages or issues caused by not complying with the Company's instructions, or not notifying the Company of such fact, unless there found to be intention or negligence of the Company.

The Company shall not bear any liabilities if the Member's private key, recovery phrase, or password is illegally stolen or known by/to a 3rd party without cause attributable by the Company.

The Company shall not engage in any prohibited activities against applicable acts and this TOU, and the Company shall do its best to provide continuous and stable Services.

The Company may organize necessary personnels and systems to properly handle Member complaints related to use of Services.

The Company may notify the Member via email and etc regarding the status of complaint raised by the Member.

Member shall not commit to any of the following actions, including but not limited to, using the Service:

a. Entering false information when applying for Service or changing information;

b. Using other's personal information;

c. Changes to information posted by the Company;

d. Posting or transmitting information (computer programs, etc.) other than information provided by the Company;

e. Violating the Company’s or 3rd party’s IP, rights, copyrights, tradenames, etc.

f. Causing damage to a reputation of the Company or 3rd party or interrupting operation of the Services;

g. Disclosure or posting violent messages, images, voices, videos or other information in the Service, which is contrary to public morals

h. Using the Services for commercial or profitable businesses or activities without the Company's consent; and/or

i. Violating other regulations or conducting any illegal activities

Member shall always comply with the relevant laws, the provisions of these terms of use, the precautions announced in relation to the use guideline and service, the matters notified by the Company, etc., and the Member shall always not interfere with the Company's businesses or Services.

The copyright of posts made by a Member within the Service is protected by copyright law and provides the Company with a permanent license for use in due process and method. The usage scope as follows:

a. Right to use, edit, store, duplicate, modify, disclose, transmit, perform, publish, and distribute posts for the operation, enhancement, improvement, development, promotion of new and existing Services;

b. Right to re-produce and distribute creations using the post; and/or

c. Right to allow companies like media, broadcasting, SNS, telecommunications companies, etc. to use and broadcast the contents of posts for the purpose of promoting Services;

If the Company intends to use a Member's post in a way other than the described in above paragraph of Article 11, the Company may request to obtain the Member's consent in advance via telephone, text, e-mail, and etc.

Even if a Member cancels or terminate the contract of use pursuant to Article 17, the license described in this Article shall remain valid within the scope of the purposes prescribed in Article 11, such as improving and promoting the operation and the Service.

Any losses or damages caused by unauthorized use of a Member's post is solely the responsibility of the Member's individual judgment, and the Company shall be free from any responsibilities and liabilities.

Member shall not create or use posts for the purpose of infringing intellectual property rights and other rights, including but not limited to privacy rights and copyrights of others; in case of any losses or claims caused from violation, the Member themselves are fully responsible for all consequences arising from such violations of others' rights.

Member shall not use any post on the Service for commercial use or other personal interest without permission.

In the event of any losses, damages, or claims to the Company due to unauthorized use of the posts on the Service, the Member shall fully compensate the Company in accordance with legal procedures.

Member shall not post false information or infringe other's copyright. If a Member's post contains information that violates relevant laws and regulations, the right holder may request suspension or deletion of such violated posts, and the Company shall take proper actions in accordance with the relevant laws and regulations.

Even if there is no request from the right holder under the preceding paragraph, the Company may take measures including but not limited to refusal or disposal of such post if it founds to be in a violation of relevant laws and regulations or infringement of the right. However, the Company is not obligated to review all posts.

The Company only grants a right to use the Service and etc. according to the Terms of Use or other policies set by the Company, and the right shall not be transferred, sold, provided as collateral and etc by the Member.

The Company may provide a Member such Services including but not limited to the following:

a. Create new wallet address;

b. Check digital asset;

c. Transmit and manage digital asset;

d. Register and delete tokens shown through the Service;

e. Approve and authenticate various transaction requests for Services and "DApp";

f. Import recovery phrase and private keys, Export recovery phrase;

g. Token swaps and other related service; and/or

h. All other services or developments provided by other companies or by partnership with other companies.

The Company may also provide additional services described below.

Member who agreed can also use Services including but not limited to swap, staking, pool, bridge, tokens, dashboard, portfolio, etc. based on the period of time given within the Service, and it shall be guided in a way that Member can check through the Service. All Services in which digital assets of the NURITOPIA Web 3.0 service are used can be used by the Member directly filling in the quantity and completing the authentication process.

Swap service allows User to exchange digital assets of your choice in a way that is optimized for market prices. Member can select the digital asset and enter the quantity to be exchanged and check the minimum swap amount. If there is a sufficient liquidity, the exchange can be made instantly, but the minimum swap amount may vary depending on the optimization settings. Swaps can be conducted through swap pool, and a portion of the service's fees can be distributed to swap pool depositors.

Pool service allows Member to offer their digital assets to the swap pool and earn rewards. Whenever another Member exchanges digital assets within the swap pool provided by a Member, a portion of the service fee may be distributed to the swap pool depositor. In addition to the 1:1 swap ratio, swap pool may provide with different swap ratio and other digital assets in the swap pool. The more digital assets swapped, the more rewards will be received. The digital asset provided to swap pool may be added more or withdrawn(canceled) at any time. There are no fees for depositing or withdrawing from the pool.

Tokens service allows Member to check information about digital assets provided by NURITOPIA Web 3.0, such as current price of the digital asset, 24-hour price, 7 days price trend, trading volume, and total amount of the assets, and etc. Member can check such information provided and use services provided from exchanges connected. The digital asset information provided by the tokens service may be based on 3rd party data provider.

Staking service allows Member to deposit their digital assets and earn rewards. Member may receive a certain amount of rewards based on the rules of the staking service, which the rules may be available after connecting wallet on the staking service screen. Member may have different selection options for staking services, and the longer the staking period and the larger the quantity of digital assets staked, the more rewards will be given. Digital assets deposited for staking may be added or withdrawn (canceled) according to the service rules. There may be some fees depending on the type of staking service selected.

Bridge service connects digital assets from different networks to send and receive coins. With multichain support, Member can choose favorite network from lists of networks and can exchange your digital assets. This service may work with 3rd party service provider and may incur fees charged by such service.

Dashboard service allows Member to check the status of digital assets in NURITOPIA Web 3.0. Member may be able to check total asset size, liquidity, 24-hour trading volume, pools, etc.

Portfolio service allows Member to check the status of own digital assets. Member may be able to check total value of own digital assets, staking, and pool status.

Use of NURITOPIA Web 3.0 services may incur fees, such as gas fees and etc, and if a fee is incurred, Member must pay the fee to use the service in normal course. The fee rate may be changed at any time when using the service, and it will be notified in a way such as a pop-up that the member can check from a service screen.

Rewards from the services provided by NURITOPIA Web 3.0 are automatically calculated based on the criteria and shall be paid to the NURITOPIA Web 3.0 wallet linked to the service by the Member.

Depending on the type of service, the Member's request may not be received or be delayed due to network traffic, environment, situation, etc., and the Service may not be guaranteed.

The Service does not guarantee the rewards that the Member is entitled to receive for using the NURITOPIA Web 3.0 service, and the Service or the Company is not responsible for any changes in the value of digital assets that may occur when the Member uses the Service. The Member assumes all responsibilities since the use of digital assets is Member's own choice. A Member shall be aware of all risks arising from the use of NURITOPIA Web 3.0 services and shall take all actions at their own risk, judgment and responsibility.

The content and information provided on the Service, such as estimated returns, current prices of digital assets, etc. are solely meant to help Member with using NURITOPIA Web 3.0 and are not solicitations or implications for investment or trading. The Service uses reasonable efforts to provide timely and accurate information as much as possible, but it does not warrant the timeliness, suitability, or accuracy of such information.

The Company shall not be liable for any losses of assets or property due to the risks inherent in the transaction or failure to realize expected return from using the Service.

While the Services are designed to operate using smart contract code to provide secure and transparent transactions and opportunities, the integrity or completeness of the code will not be fully guaranteed due to the complexity of the software and inherent limitations of the technology.

There may be unknown or undiscovered flaws or errors in the smart contract code used by the Service, and there is a risk of loss of principal due to hacking, asset theft via cyber attacks, etc.

Although the Service does its best to maintain the latest block synchronization, the Service may be interrupted or terminated without notice due to circumstances including but not limited to natural disasters, server maintenance or increased transaction congestion on the chain, computer system failures, software attacks; and the 24-hours Service may not be guaranteed.

In the event above situations occur, there may be errors in the numerical values displayed on the interface, temporary service unavailability, connection errors, and interruptions. In such event, there may be delays and failed requests in the transactions processing such as staking and un-staking requested by Users. In the event of such interruption/termination occurs, the Company shall notify Users without delays.

The Company shall not bear any liabilities with respect to the provision of the Service, except to the extent due to the gross negligence or willful misconduct of the Company.

Service may be temporarily suspended due to such causes including but not limited to system inspection, failure, replacement and etc. In such case, the Company shall notify Member in a reasonable manner. However, in the event that the Company is unable to make notification in a reasonable manner, the Company may notify after the interruption.

Company may conduct regular maintenances or inspections if necessary for the Service, and such maintenance or inspection duration shall be notified in the Service or other means. In addition, there may be some or all restrictions on the use of the Service during inspections, and the Company shall not be liable for any losses or damages caused by it, unless it is a negligence caused by the Company.

Company shall not be liable for any losses or damages caused by some function restrictions in the service due to a failure or inspection of a 3rd party's service linked to the Service, unless due to the grsoss negligence or willful misconduct of the Company.

The Service may provide current market price information for tokens held by Member, and if 3rd party’s information is not available, the Company may use other source of information from other exchanges. However, the current market price information may vary depending on the time of access and network conditions, and Company does not bear any responsibilities from using such information.

Member may be charged with transaction fees for token transfers, NFT transfers, token swaps, other contract-based transactions, and etc.

Token Swap is a swap service provided by either the Company or a 3rd party company.

When using swap service, there may be losses in value of token due to volatility in the market price of token or virtual asset. Member agrees to use swap service knowing such risk of losses.

Actual swap rate may be different from the quote in the event a certain period of time passed after receiving the swap quote. All consequences and results from token swap are solely responsibility of the Member.

Member may incur network fees and service fees from using token swaps services.

Company may make changes to all or some of the Services, if necessary for operational and technical need.

If there is a change in the Service content, method or time of use, the Company shall notify the reason for the change, the content of the service to be changed, and the date of the provision in a reasonable manner before the change made, and the reasonable manner shall be such as posting it on app store or where the service is distributed. However, in the event that the Company is unable to make pre-announcement, the Company can notify afterwards with the condition that such notification to be made as soon as possible.

Company may modify, suspend, or change any or all of the Services that are provided free of charge if necessary for the Company's policy and operational needs. The Company shall not be responsible for any losses or damages caused unless the cause was made due to Company's negligence.

Member can terminate the use of Service or contract by notifying the Company the Member’s intention to terminate using the Service through NURITOPIA wallet app, and the termination becomes effective once the intention has been informed to the Company. In such termination event, the recovery phrase and private keys shall not be destroyed.

Company may grant seven (7) days to resolve if any of following matter occurs, and if not resolved after seven (7) days, the Company may terminate these TOU with respect to the applicable Member effective immediately. However, in the event of “b” or “c” occurs, the Company shall terminate the contract or Service without granting seven (7) days of period for correction. The Company may so terminate for the following reasons:

a. Any material breach of this Term of Use (TOU);

b. Violation of relevant laws and regulations, including but not limited to providing illegal programs or applications and resulting interference with the operation of Services, use of illegal communication tools and hacking, distribution of malicious programs, and etc.;

c. Interference with the operation of the Company’s Services or even such action attempted, and providing to the Company with false identity of a Member; and/or

d. Company recognizes that it is necessary to refuse to provide the Service on a reasonable basis.

In the event of termination of the contract for use or Service under Article 17, all benefits obtained to the Member using the Service will be extinguished, and Company shall not be liable for any losses or damages.

When the contract or Service is terminated, all information of the Member shall be deleted, except such information must be held with the Company under the relevant laws and regulations.

Notwithstanding the preceding paragraph, if Company terminates the use contract or Service pursuant to second paragraph in this Article, the Company may maintain the member's information for a certain period of time to process the member's objection, if any.

Company does not keep, manage, or save recovery phrase separately. Therefore, Member should backup and manage recovery phrase before removing or terminating the Service.

Member shall be prohibited with re-subscription for 30 days from the date of termination of the use contract or Service if the termination is made pursuant to first paragraph of Article 17.

Member may re-subscribe to the Service, and the re-subscription is limited to once a day.

The Company shall be exempted from any liabilities or claims in the event the Service is interrupted due to due to natural disasters, wars, and other force majeure equivalent thereto.

The Company shall not be liable for any losses or damages caused by the Member's action, except in the case of intentional or negligence of the Company.

The Company shall not be liable for any losses or claims resulted from the reliability, accuracy of information, data, facts, or illegality posted on the Service by the Member.

The Company shall not be liable for any losses, damages, or claims from transactions among Member, or among Member and 3rd party service provider.

The Company shall not be liable for any losses, damages, or claims from use of free Services, unless there is any special provision in the relevant laws or of intentional or negligence of the Company.

The Company provides a digital asset transfer functions in the NURITOPIA wallet, but it does not bear the Company with responsibility of managing Member's digital assets. The Member shall be responsible for all digital assets, including but not limited to the storage, theft, or loss of private keys. The Company shall not bear any liabilities unless there is a reason attributable to the Company.

The Member shall be responsible for the accuracy of all information, provided to 3rd party, including but not limited to the wallet address, website address, app address and etc. The Company shall not be liable for any losses, damages, or claims caused by any transactions approved and completed with incorrect information provided by the Member.

The Company shall not be responsible for any services provided between Member and 3rd party service provider.

The Company does not enter into any agreements or warranties on any particulars not specified in this TOU with respect to the Service within the statutory guidelines, and the Company does not guarantee the value of digital assets not issued by the Company. Additionally, the Company does not guarantee reliability, accuracy of information, data, facts posted on the Service by the User, and the Company shall not be liable for any losses, damages, or claims, except to the extent due to the gross negligence or willful misconduct of the Company.

In an event of losses resulted to a Member for which Company has liability hereunder, the scope of compensation shall be within reasonable range described in the applicable laws; however, the Company shall not be liable for any indirect, incidental, or special losses.

Notwithstanding the preceding (second paragraph of Article 19), the Member shall bear all of part of responsibilities in the event any of the following occurs;

a. Member does not notify the Company even though he/she knows the cause of the loss/damage or the fact of the loss/damage;

b. Member, intentionally or by negligence, causes a third party to obtain and reveal wallet-related account and transaction information or to use the wallet; and/or

c. Any intention or negligence of a Member in the occurrence of loss/damage;

The Company shall not be liable for any losses, damages or claims caused by the Member.

In the event the information provided by the Member is not true or factual, the Company can cease the Services and terminate the contract in whole or in part under these Terms of Use. In case of any losses, damages or claims to the Company, the Member shall be requested for compensations for such losses, damages, or claims to the Company.

In the event if a Member intentionally or negligently interferes with the operation of Company's system or Service and causes such losses or damages to the Company through such acts that violate laws or this TOU, the Member shall be liable for all damages to the Company.

In the event if a Member claims compensation from the Company, the Company may compensate the Member for such losses or damages by using digital assets to the Member's wallet if agreed.

The Company does not store or manage private keys separately. The Company does not bear any responsibilities for managing Member's private key, and the entire responsibilities for the storing and managing the private key is entirely up to the Member. A Member must back up his/her private key before deleting or terminating the Service, and the Company shall not be liable for any losses, damages or claims resulted by terminating the Service without backup, unless the Company intentionally or negligently caused such loss.

All intellectual property rights related to the Services are owned by the Company, and the Member only has a right to use the Service according to the Company's rules, policies and procedures, as the Company may impose or amend from time to time, including this TOU. The Member has absolutely no right to change, register, cancel, or infringe the Company's intellectual property rights.

The lawsuit between the Company and the Member shall be governed by the laws and regulations of the British Columbia, Canada.

In case of a dispute between the Company and the Member, the dispute shall be held at Provincial Court (or other applicable courts) of British Columbia, Canada.

This TOU is effective from July 30, 2023, 12:00AM (UTC)