Nexo Wallet Terms and Conditions

I. INTRODUCTION

The Nexo Wallet is a service provided to you via the Nexo Defi Platform. As such these Nexo Defi Wallet General Terms and Conditions (“General Terms”), shall apply to your use of the Nexo Defi Platform and the Nexo Wallet service provided therein.

These Nexo Wallet Terms and Conditions govern the relations between you (“Client” or “you”) and any holding company, subsidiary or entity belonging to the Nexo group of companies (“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 Nexo Wallet, and constitute a legally binding agreement between the Parties.

The Nexo Wallet may contain or bridge to third-party features and/or services, which are governed by separate terms and conditions. You acknowledge and agree that you have read and accepted such third-party terms prior to using any of the services available on the Nexo Defi Platform.

You shall take your time and carefully read these General Terms before using the services facilitated through the Nexo Defi Platform, so you are fully aware of your rights and obligations. Keep in mind that by setting up a Nexo Wallet, you both actively agree with these General Terms and enter into contractual relations with Nexo for the use of the latter.

II. DEFINITIONS

  1. 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.
  2. Available Protocols means any software and/or code including, but not limited to smart contracts, wallets, DeFi Protocols, DEX Aggregator Protocols or any other such protocols built on a Supported Blockchain Network.
  3. Dapp means a decentralized application that uses decentralized means of data storage, such as blockchains.
  4. DEX Aggregator Protocols means the variety of decentralized exchange aggregators, which are platforms built on the Supported Blockchain Networks allowing you to stake and swap your Digital Assets.
  5. ENS means the naming standard on the Ethereum blockchain used to represent an address that lives on the blockchain with a more human-readable state.
  6. Digital Assets means any fungible and non-fungible digital assets (such as cryptocurrencies, stablecoins and tokenized assets, NFTs). Only Digital Assets supported by the Nexo Wallet can be stored, transferred and transacted. All supported Digital Assets are listed on the Nexo Defi Platform and the Nexo Wallet and the associated FAQ page, and subject to revision, prohibitions and limitations at any time by our sole and absolute discretion.
  7. External Non-Custodial Wallet means any of the supported Defi wallets, as indicated on the Nexo Defi Platform.
  8. Fork means a software change to the underlying protocols of the Digital Assets’ networks.
  9. Identity means a smart contract providing you with a unique wallet address that can be connected to one or more non-custodial wallets, and facilitating the interaction and use of Web3 Dapps and Available Protocols.
  10. Non-Fungible Token or NFT means a non-fungible token, smart contracts, deployed on a blockchain, holding unique metadata (such as images, sound clips etc.) that can be owned by and transferred between addresses on the blockchain.  
  11. Nexo Defi Platform means any Nexo website, mobile application and any other official Nexo communication channel, separate from the Nexo Defi Platform, through which the Nexo Wallet is provided, including the content and services made available on or through the same, and any updates, upgrades, and versions thereof. 
  12. Trading Pair means the pairing between Base Digital Asset - the asset being sold and a Counter Digital Asset - the asset being acquired in return, in relation to a Swap transaction.
  13. Signer means any supported non-custodial wallet paired with your Identity and used for authorizing transactions through your Nexo Wallet.
  14. Slippage means an event that is caused by an increase in volatility or volume. All types of Swap transactions are generally executed at a price deviating to a limited extent when compared to the announced price, as indicated on the Nexo Defi Platform and subject to revision from time to time at our sole discretion.
  15. Supported Blockchain Network means any of the blockchain networks indicated on the Nexo Defi Platform.
  16. Transaction History means the history of your transactions and all the details about the Digital Assets in your Nexo Wallet.

III. NEXO WALLET 

  1. The Nexo Wallet is comprised by the following features:
    1. Exchange of Digital Assets (“Swap”) - a platform, providing you access to DEX Aggregator Protocols on the Supported Blockchain Networks, and facilitating the execution of your Swap transactions;
    2. NFTs - a library providing an overview of the NFTs that you own and allowing you to see stored NFT’s properties;
    3. Storing and Transferring - a feature allowing you to navigate through your transactions (receive, store and transfer Digital Assets) and providing you with a log indicating the status of your transactions.
  2. The Nexo Wallet offers access to the following (“Services”):
    1. set-up and use of an on-chain identity management network;
    2. importing multiple existing third-party Non-Custodial Wallets that you own to your Nexo Wallet in order to make use of the Digital Assets stored therein;
    3. enabling you to make use of various decentralized exchange aggregators, launched on Supported Blockchain Networks, in order to stake and swap supported fungible Digital Asset;
    4. enabling you to store and transfer Digital Assets;
    5. enabling you to access decentralized applications and decentralized exchanges. 
  3. The Nexo Wallet is a smart contract launched on-chain that supports and allows access to multiple blockchains and blockchain-based products, allowing secured private access through the use of a paired Signer. The Nexo Wallet, some features and Services thereof, or some Digital Assets may not be available to certain clients to the extent applicable, at any time, as indicated in the Nexo Wallet and on the Nexo Defi Platform.

IV. ELIGIBILITY AND ACCESS

  1. In order to be eligible for setting up and operating a Nexo Wallet all of the conditions below must be met:
    1. You are not a resident, located, organised or located in comprehensively sanctioned jurisdictions, areas or regions, or otherwise subject to targeted sanctions, 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 and the HM Treasury. Nexo has zero tolerance for money laundering, terrorism financing & fraudulent activities, as well as other financial crimes; 
    2. You are not identified as a “Specially Designated National” and are not placed in the US Commerce Department’s Denied Persons List;
    3. You are not a citizen or resident of the United States of America, or any other jurisdiction where Nexo has prohibited or restricted access to the Nexo Wallet;
    4. You are at least 18 years old or are of legal age (whichever is later) and have the full right, power, and authority to agree to these General Terms;
    5. You are the exclusive beneficial and/or legal owner of any Digital Assets topped up or to be topped up into your Nexo Wallet;
    6. You are the beneficial owner of your Nexo Wallet and do not act on behalf of or represent any other natural person or legal entity impersonate any other person, operate under an alias or otherwise conceal your identity.
  2. By entering into these General Terms, you acknowledge and confirm that you meet all the conditions set out above. In the event that we subsequently ascertain that you have not met or do not meet any of these conditions anymore, we may suspend the provision of access to the Nexo Wallet and not allow you to use any or all of the Services offered therein. 
  3. We can, at our sole and absolute discretion, refuse to set up a Nexo Wallet for you, thus refusing you access to the Services offered therein.
  4. 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 Wallet in accordance with these General Terms. You are solely responsible for keeping your device safe and maintaining adequate security and control of your private keys, codes, and recovery phrase and shall be solely responsible for any access to and use of the Nexo Wallet 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.
  5. Nexo stores your Nexo Wallet address but does not receive or store your codes or recovery phrase. Nexo, therefore, cannot assist with your Nexo Wallet details retrieval, nor can Nexo provide a replacement of your private keys, Nexo Wallet address, codes or recovery phrase. Furthermore, in the unfortunate event of your passing, if your legal administrator, successor or heir is not in possession of your codes or recovery phrase, we are unable to grant such person access to your Nexo Wallet. In such a situation, your Nexo Wallet and its contents will become permanently inaccessible.
  6. FAILURE TO KEEP YOUR NEXO WALLET SAFE OR FAILURE TO REMEMBER YOUR NEXO WALLET DETAILS OR YOUR EXTERNAL NON-CUSTODIAL WALLET PRIVATE KEY MAY RESULT IN YOUR NEXO WALLET BECOMING PERMANENTLY INACCESSIBLE AND/OR THE PERMANENT LOSS OF THE DIGITAL ASSETS STORED IN YOUR NEXO WALLET.

V. IDENTITY

  1. In order to make use of the Nexo Wallet you must first create and deploy an Identity. Your Identity is a smart contract paired with your Non-Custodial Wallet that serves as a  Signer. You understand and acknowledge that your Identity only becomes active for а particular blockchain network, thus deploying the smart contract on the said blockchain network following your first transaction, which may lead to transaction fees. All your interactions with Dapps in Web3 are tied to your Identity.
  2. You may deploy any number of Identities. You may pair any number of External Non-Custodial Wallets that you own to the Identity you create. However an External Non-Custodial Wallet can only be paired to one particular Identity. Once an External Non-Custodial Wallet is connected to your Identity, they are bound permanently, until we provide a functionality for you to unlink them in the future.
  3. The deployment of an Identity on the blockchain is related to an on-chain transaction and as such incurs on-chain transaction fees (known as “Gas fee”). With the exception of the Ethereum blockchain, Nexo will pay Identity deployment fees on your behalf, as a promotional offering that can be suspended at any time at our sole and absolute discretion.
  4. Each Transaction initiated through your Identity is subject to your authorization using your paired Signer.
  5. Only Digital Assets transferred from into your Identity can be used for Swap transactions.

VI. ON-CHAIN FEES AND CHARGES

  1. You understand and acknowledge that all on-chain transactions incur Gas fees upon execution. Before submitting a transfer or a Swap transaction the Nexo Wallet will present you with an estimation of the Gas fee, required for the fulfillment of your desired transaction. The Nexo Wallet will pay on your behalf Gas fees associated with your desired transaction. Upon completion of your transaction the Nexo Wallet will deduct the actual Gas fee amount from the transacted amount. 
  2. Additionally, you may incur charges from relevant third-parties for the use of Available Protocols, such as but not limited to the Dapps, which you may access through your Nexo Wallet. While Nexo may collect such fees for the purpose of intermediating transactions, such fees are not charged by Nexo in relation to the Services offered by Nexo on the Nexo Defi Platform.

VII. SWAP TRANSACTIONS

  1. The Nexo Wallet facilitates Client access to decentralized exchanges called DEX Aggregator Protocols and Dapps where you can perform Swap transactions using the Digital Assets stored in your Nexo Wallet.
  2. A Swap transaction involves the exchange of one Digital Asset for another Digital Asset on the basis of the exchange’s established rate for the particular Trading Pair.
  3. Since decentralized exchanges are third-party services launched on a supported blockchain, swapping Digital Assets imposes Gas fees.
  4. You may incur additional fees resulting from the initiated Swap, depending on your Dapp of choice. Such fees are governed by the relevant terms of the particular decentralized exchange.
  5. When executing a Swap transaction you may choose from a variety of Supported Blockchain Networks offering aggregated Digital Asset liquidity through third-party decentralized exchanges.
  6. You understand and agree that, due to the volatility of the involved Digital Assets, each Swap transaction is susceptible to Slippage which will affect the quantity of the Counter Digital Asset. You will need to set the Slippage tolerance, that will be applied by the Nexo Wallet when carrying out Swap transactions. A Swap transaction will only be carried out if the Slippage is within the tolerance that you have set.

VIII. STORING AND TRANSFERRING DIGITAL ASSETS 

  1. The Nexo Wallet enables you to receive, store and transfer Digital Assets. You may store and transact the Digital Assets at any time by authorising a Digital Assets transfer from your Nexo Wallet through your Signer. You can subsequently use the Digital Assets stored in your Nexo Wallet for the related Services and linked Dapps.
  2. You are responsible for making sure that: (i) you have the correct address for your Nexo Wallet when you transfer Digital Assets from any Signer; (ii) the Digital Assets you send to your Nexo Wallet are currently approved and supported by Nexo and not subject to prohibitions or limitations, as indicated on the Nexo Defi 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 transactions, as indicated in the Nexo Wallet and on the Nexo Defi Platform, your Digital Assets will be irreversibly lost. We will not be liable to you for any such loss. 
  3. The Nexo Wallet, being a decentralized on-chain wallet, processes all Digital Asset transfers automatically according to your instructions and thus Nexo cannot guarantee the identity of any recipient. It is up to you to verify all transaction information prior to authorizing a transfer. The Digital Asset transfer cannot be cancelled or reversed once conducted. You understand that following approved on-chain transactions are irreversible. You acknowledge that you are responsible for ensuring the accuracy of any instructions input to the Nexo Wallet and that any errors may result in the irreversible loss of your Digital Asset.
  4. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of your on-chain interactions with a third party. We are not responsible for ensuring that a third-party vendor you transact with will complete the transaction or is authorized to do so. If you experience a problem with any third party transactions, using Digital Assets transferred from your Nexo Wallet, or if you have a dispute with such a third party, you shall resolve the dispute directly with that third party. 
  5. You understand and acknowledge that your non-fungible Digital Assets - NFTs may be subject to terms and conditions imposed by third-parties (for example an NFT marketplace or platform on which you purchased said NFT) which may govern, without limitation, your use, storage and transfer of your NFTs. It is your responsibility to understand such third-party terms and conditions and whether your use, sharing, storage and transfer of your NFTs complies with such third-party terms and conditions.
  6. You represent and warrant that you have the necessary rights to use, store, share, display, receive and transfer your NFTs and such use, storage, sharing, displaying, receiving, and transferring of your NFTs will not infringe on the rights of any third party or breach any applicable laws.
  7. When transferring your NFT from your Nexo Wallet, you are responsible for ensuring that the recipient wallet address supports the storage of NFTs, is a valid address compatible with the supported NFT standards as indicated on the Nexo Defi Platform. We are not liable for any losses of your NFT and will not assist in retrieving such lost NFT if you fail to do so.
  8. Should, in accordance with Art. XV.3, your access to the Nexo Wallet gets suspended and your Identity will no longer be able to interact with the Nexo Wallet and the Services provided therein. Your Identity will and its content will remain unimpacted and at your disposal. You will be able to retrieve your Digital Assets to your External Non-Custodial Wallet.

IX. RISK DISCLOSURE

  1. Digital Assets are more volatile relative to most fiat currencies, and other assets, and this unpredictability of their price may result in significant losses 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. 
  2. Digital Assets are not money or legal tender, are not backed by the government or by a central bank, and most do not have any underlying assets, revenue stream, or another source of value.
  3. 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 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 Wallet or any of  the Services on the Nexo Defi Platform. 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. 
  4. 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. 
  5. 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. 
  6. 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. 
  7. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF ANY FEATURE OF THE NEXO WALLET IS LEGAL IN YOUR JURISDICTION, AND YOU SHALL NOT USE THIS NEXO WALLET SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.
  8. You understand and agree that you use the Nexo Wallet and the related 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 Wallet. You shall, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. 
  9. Nothing in these General Terms or through any Available Protocol is a prospectus, nor a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Nexo makes no representation regarding the regulatory or legal status of any Digital Asset, regardless of whether such Digital Asset is compatible or incompatible with any Available Protocols. Nexo will not make any attempt to register any Available Protocol under any legal or regulatory regime, nor is Nexo aware of any review of any Available Protocol by any regulatory authority in any jurisdiction. Under no circumstances do these General Terms or any other material relating to the Available Protocol constitute recommendation or advice of any kind.
  10. The use of such Available Protocols may involve significant risks which are outside Nexo’s control. You must consider all applicable risks carefully and determine whether they are acceptable to you. Such risks include but are not limited to:
    1. Partial or total loss of Digital Assets, or of any value attributed to Digital Assets;
    2. Collapse in liquidity with respect to a Digital Asset;
    3. Changes in the compatibility of a Digital Assets with the Available Protocol;
    4. Changes in these Terms and/or Available Protocol Terms;
    5. Regulatory uncertainty with respect to Digital Assets, and government action against Digital Assets and persons involved in Digital Assets activities;
    6. Extreme fluctuations in prevailing fees and uncertainty with respect to other transaction parameters;
    7. Various forms of misconduct, including: i. market manipulation; ii. trading Digital Assets on the basis of non-public information; and iii. front running;
    8. Failure of Digital Assets transactions to be confirmed in a timely manner, or at all;
    9. Counterparty risk;
    10. Faults, defects, hacks, exploits, errors or unforeseen circumstances occurring in respect of the Def Protocols or the technologies on which the Available Protocols depends;
    11. Failure or non-availability of the Available Protocols or technologies on which the DeFi Protocols depends, including the Internet, and technological advancement rendering certain technologies obsolete; and/or
    12. Attacks on the Available Protocols or technologies on which the Available Protocols depend, including: i. distributed denial of service; ii. sybil attacks; iii. phishing; iv. social engineering; v. hacking; vi. smurfing; vii. malware; viii. double spending; ix majority-mining; consensus-based or other mining attacks; misinformation campaigns; xi. forks; and xii. Spoofing.

X. FORKS

  1. 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, and/or name of the initial Digital Asset. Upon becoming aware of a Fork and to the extent we have any rights or are able to take any action in the event of a Fork, we may temporarily suspend our Services (with or without advance notice to you) while we determine, at our sole and absolute discretion, which network to support. 
  2. Such networks and forked 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 Fork of the Digital Asset. While you are entitled to any forked Digital Assets, any Digital Assets unsupported by Nexo that you receive in your paired External Non-Custodial Wallet or your Identity, will not be visible in your Nexo Wallet.

XI. OBLIGATIONS AND WARRANTIES

  1. You hereby declare, warrant and confirm that:
    1. You meet the conditions under Section IV;
    2. You validly undertake any action or enter into any transaction with regard to the General Terms;
    3. The Digital Assets, which you have stored or will store in your Nexo Wallet, or the funds, which you have used or will use for purchase of the Digital Assets to be stored into your Nexo Wallet, 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;
    4. 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 Wallet, for which Nexo shall not be held liable. You shall hold Nexo harmless from any expenses and losses resulting from the above uncertainty;
    5. You are aware that you use the Nexo Defi Platform and the Nexo Wallet, and the respective Services fully at your own risk.
  2. You hereby undertake to:
    1. Use the Nexo Defi Platform and the Nexo Wallet and the related Services in good faith;
    2. Not violate or breach any terms of these General Terms, or any Applicable Law in any relevant jurisdiction; 
    3. Not commit, conduct or perform any misrepresentation, fraud, malicious act or criminal activities;
    4. Not use the Nexo Defi Platform and the Nexo Wallet and the related Services to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing materials, junk mail or chain letters;
    5. Not provide false, inaccurate, incomplete, out-of-date or misleading information;
    6. Not interfere, intercept, or expropriate our network, system, data, or information;
    7. Not transmit or upload any virus or other malicious software or program, or try to gain unauthorized access to other Clients’ Identity accounts, website, network or systems relating to the Nexo Wallet;
    8. 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;
    9. 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 Wallet and the related Services;
    10. Not use the Nexo Defi Platform and the Nexo Wallet in a way that could damage, disable, impair or compromise the Nexo Defi Platform or the provision of the Nexo Wallet, or interfere with other Clients, or affect the reputation of Nexo;
    11. 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 Clients of the Nexo Wallet;
    12. 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;

XII. INTELLECTUAL PROPERTY RIGHTS

Nexo is the owner of all rights, titles and interest in the Nexo Wallet and all proprietary technology available on the Nexo Defi Platform, including but not limited to apps, algorithms, architecture, user interface designs, documentation, smart contracts code, know-how and trade secrets and derivative works thereof (“Nexo Intellectual Property”). By accepting these General Terms, Nexo grants you a personal, limited, non-exclusive, revocable and non-transferable license to use the Nexo Intellectual Property. You may only use the granted license in a manner consistent with the General Terms. You shall not interfere with, disrupt, or cause damage to the Nexo Defi Platform, produce derivative work based on the licensed intellectual property, reverse engineer, decompile or disassemble any part of it.

XIII. AVAILABLE PROTOCOLS 

  1. The Nexo Wallet may, within its interface, contain references or links to Available Protocols along with resources, including (but not limited to) information, materials, products, or services that we do not own or control. Nexo makes no representations, warranties, guarantees or undertakings in respect of any Available Protocols, whether expressed or implied by operation of law.
  2. Where such Available Protocols are built and offered by a third party made available through the Nexo Wallet, such Available Protocols are offered on a voluntary, "as-is" and "as available" basis and Nexo is not involved in any transactions, whether as an intermediary, counterparty, advisor or otherwise. You acknowledge and agree that the Nexo Wallet is only intended as an intermediary to facilitate your access to the different blockchain networks that such  Available Protocols are built on. Nexo is not involved in any transactions, whether as an intermediary, counterparty, advisor or otherwise. Furthermore, Nexo cannot guarantee the availability of such Available Protocols.
  3. Available Protocols, along with their features, are not a Nexo service of any kind and you should not rely on Nexo to assist you in evaluating the Available Protocol, assess its fitness for any purpose or comply with any requirements. You assume all risk arising from interactions with the Available Protocol and agree to indemnify Nexo against liability for any claim, damages or other liability, whether in contract, tort or under any other theory of liability, arising from, out of or in connection with the Available Protocol.
  4. Without limitation, you are solely responsible for identifying and complying with applicable legal and regulatory requirements in connection with the use of the Available Protocol, including with respect to any transactions. 
  5. Your use of the Available Protocols may be subject to terms and conditions imposed by the Available Protocols provider. It is your responsibility to understand the Available Protocol Terms and ascertain whether you are eligible for interacting with the DeFi Protocol.
  6. Fees and charges may apply in connection with interacting with any Available Protocol through the Nexo Wallet. You are responsible for identifying and satisfying all such fees and charges.
  7. Before interacting with any Available Protocol, you must conduct your own due diligence and ensure you comply with all applicable legal and regulatory requirements, including with respect to virtual assets, taxes, securities and other regulations in your jurisdiction.
  8. Nexo has sole and absolute discretion to determine to support and grant access to various Available Protocols. Such support or access may be discontinued by Nexo at any time without an obligation on Nexo to notify you in advance. 

XIV. PRIVACY NOTICE

  1. Your Identity and, subsequently the Nexo Wallet, is a decentralized smart contract connected to your Signer and its corresponding blockchain address. Setting up an Identity does not require the collection of any personal data by Nexo for verification purposes. By creating and deploying your Identity, Nexo stores the address of your Signer and all associated External Non-custodial Wallets. In that regard, we do not use browser cookies and we do not collect your IP address, social media profiles, KYC-related and other personal data. Except for blockchain addresses (Signer and Identity addresses, as well as, some data regarding NFTs and ENSs connected to your profile), Nexo does not collect or process any personal data of its Clients.
  2. When operating with your Nexo Wallet, Nexo has access to and may track transaction data for the purpose of complying with these General Terms, the Applicable law and the relevant sanction regimes.
  3. The Nexo Wallet is built on blockchain technology. Accordingly, by design, and practically, the records cannot be changed or deleted and are thus ‘immutable’. To the extent that you have made certain personal identifiers publically available, this may affect your ability to exercise your rights, such as your right to erasure (‘right to be forgotten’), or your rights to object or restrict processing of your personal data. On-chain data cannot be erased and cannot be changed.
  4. In relation to Section XV.3 Letter b) Nexo reserves the right to request additional information and supporting documentation in relation to personal identifiers, for the purpose of cooperating with regulatory demands.

XV. REFUSAL TO PROVIDE NEXO WALLET. LIMITATION, SUSPENSION OR TERMINATION OF THE NEXO WALLET. 

  1. Nexo reserves the right to, at its sole and absolute discretion, refuse to grant you access to the Nexo Wallet, including for purposes of compliance with any Applicable Law.
  2. The storage and transferring of Digital Assets into your Nexo Wallet may be subject to certain limits imposed by Nexo (as may be amended from time to time at Nexo sole and absolute discretion). 
  3. Nexo may, at any time and without liability, terminate, suspend, limit your use, or the functionality, of the Nexo Wallet, 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 Wallet may be connected with any unlawful activities (such as money laundering, terrorist financing, as well as fraudulent activities); (d) any of your External Non-Custodian Wallets or your Signer is subject to any legal proceedings; (e) for compliance and monitoring reasons, including in case of a discrepancy between your spending profile and the type of consumer group you belong to; (f) for maintenance of the system; or (g) if there is a change in the eligibility criteria for setting up a Nexo Wallet.
  4. Nexo may, at any time and without liability: (a) update or change any features, components or content of the Nexo Wallet, cease to accept and support any Digital Assets, determined as per Nexo’s sole and absolute discretion. 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. 
  5. If we decide to undertake any of the actions under Art. XV.3 and XV.4, we will provide you with adequate notice of this unless it is impractical, impossible or illegal to do so. Reinstatement is possible once the reasons for the relevant suspension or limitation no longer exist.
  6. Your obligations under these General Terms will continue in the event of any limitation, suspension, reversal or termination under Art. XV.3 and XV.4 and you will not be released from any liability having arisen prior to such. 
  7. Nexo shall not owe you any payment, compensation or damages in relation to any suspension, limitation, or termination of your use of the Nexo Wallet, regardless of the reason therefor. 
  8. Our rights for suspension, limitation, and termination under this Section XV shall be without prejudice to any other rights or remedies that we may have (whether under these General Terms, Applicable Law or otherwise).
  9. You may, at any time, suspend or terminate your access to and use of any of the Nexo Wallet. In order to do so, you shall submit a request to 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 Wallet will not be accessible thereafter. Due to the inherent nature of smart contracts, however, Nexo may not delete the Nexo Wallet itself on your behalf.

XVI. LIMITATION OF LIABILITY

  1. THE NEXO WALLET IS 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 THE QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE NEXO WALLET UNDER THESE GENERAL TERMS. 
  2. 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:
    1. 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);
    2. ARISING FROM OR IN CONNECTION WITH:
      1. ANY DELAY, SUSPENSION, DISCONTINUATION, INTERRUPTION OF THE NEXO DEFI PLATFORM AND THE RELATED SERVICES;
      2. FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS;
      3. ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM WE ARE NOT RESPONSIBLE;
      4. DELAY, FAILURE OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD-PARTY SERVICES;  
      5. ANY REFUSAL TO PROCESS OR AUTHORIZE, OR ANY REVERSAL OF, ANY TRANSACTION FOR ANY REASON;
      6. YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN OR NON-AVAILABILITY OF THE NEXO DEFI PLATFORM OR THE NEXO WALLET;
      7. ANY UNAUTHORIZED OR INELIGIBLE USE OF THE NEXO WALLET AND THE RELATED SERVICES CONTRARY TO THESE GENERAL TERMS;
    3. DUE TO COMPLIANCE WITH ANY APPLICABLE LAW, COURT ORDERS OR ACTS OF ANY GOVERNMENTAL AUTHORITY;
    4. RESULTING FROM HACKING, TAMPERING, COMPUTER VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE RELEVANT NEXO WALLET, YOUR IDENTITY OR ANY INFORMATION CONTAINED THEREIN. 
  3. 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. 
  4. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE NEXO WALLET AND THESE GENERAL TERMS EXCEED THE FEES YOU PAID TO NEXO FOR YOUR USE OF THE RELEVANT 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. 
  5. 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). 
  6. NOTHING IN THESE GENERAL TERMS SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD OR GROSS NEGLIGENCE.

XVII. DEFAULT

  1. 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 these General Terms;
  2. In case of an Event of Default, Nexo is entitled:
    a)
    To terminate these General Terms with immediate effect;
    b)
    To take any action it deems necessary to protect its interests.

XVIII. TERMINATION

  1. These General Terms shall be terminated immediately by stopping your access to the Nexo Wallet and Identity, on the grounds of Art. XVII.2, Letter a) or otherwise, and discontinuing the use of the Nexo Wallet. The General Terms can be terminated upon written notice by Nexo if Nexo discontinues the offering of the Nexo Wallet, regardless of the reasons.
  2. The termination of these General Terms shall not prevent any Party from seeking any remedies against the other Party for any breach of these General Terms occurring prior to such termination.

XIX. NOTICES. ELECTRONIC COMMUNICATIONS

  1. We may provide notices through posting on the Nexo Defi Platform or the Nexo Wallet.
  2. Any notice required or made under these General Terms by the Client to Nexo shall only be made via e-mail in English to support@nexo.io. 
  3. Your feedback or questions may be referred to Nexo via e-mail in English to support@nexo.io, or through other communication channels indicated by Nexo from time to time on the Nexo Defi Platform. We will do our best to respond as soon as possible. We will not be responsible for any loss or damage sustained until we get back to you. 
  4. You shall be fully responsible for the security and authenticity of all instructions sent through the Nexo Defi Platform and the Nexo Wallet and you shall be bound by all such instructions. We will assume that all the instructions received from your Identity are coming from you and we shall not be obliged to verify this.
  5. You accept the risk that your instructions and information submitted via such instructions may not be protected against unauthorized access when provided via email, as being transmitted via the Internet.
  6. 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 Defi Platform and the Nexo Wallet (subject to the maximum extent permitted under Applicable Law), and you will be liable for any damages caused through the use of connectivity means.
  7. You acknowledge and agree that in the event of any dispute arising in connection with your use of the Nexo Defi Platform and the Nexo Wallet, our records of all matters related to your use of the Nexo Defi Platform and the Nexo Wallet 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

  1. The General Terms shall be governed exclusively by the substantive law of the Cayman Islands.
  2. Any dispute arising out of or in connection with the General Terms, unless amicably settled between the Parties, shall be referred to the competent court in the Cayman Islands, determined as per the procedural law of the Cayman Islands. 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.

XXI. MISCELLANEOUS

  1. These General Terms represent the entire agreement between you and Nexo in relation to the use of the Nexo Wallet. Unless otherwise agreed, it supersedes all prior or current representations, statements, understandings, agreements, or communications between you and Nexo, its affiliates, third-party service providers, each of their respective employees, officers, directors and representatives, whether written or verbal and regardless of the communication channel. 
  2. 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 Defi Platform unless otherwise indicated. You shall regularly check the Nexo Defi 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 Defi Platform without prior notice. By continuing to use the Nexo Defi Platform and/or the Nexo Wallet, 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 Defi 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 Defi Platform and/or the Nexo Wallet immediately.
  3. The descriptive headings in these General Terms are inserted for convenience only and shall not affect the interpretation of these General Terms.
  4. 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.
  5. 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.
  6. Providing you with the Nexo Wallet 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 Wallet and Identity other than those expressly specified hereunder.
  7. None of your rights and obligations arising out of the General Terms are assignable or transferable, without the prior written consent of Nexo. Nexo shall reserve the right to assign, delegate or transfer these General Terms and the rights and obligations hereunder to any third party at any time, without notice or your consent.
  8. Except for the legal entities belonging to the Nexo group of companies, a person who is not a party to these General Terms, shall not be entitled to enforce it.
  9. These General Terms are prepared and concluded in the English language. In case it or any part thereof is translated into another language for whatever reason, the English version shall prevail.