Terms and Conditions

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Renec Foundation UAB and its affiliates (“Renec/Nemo Swap/ Nemo,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Nemo and you concerning your use of, and access to Nemo’s websites; web applications; mobile applications; and all associated sites linked thereto by Nemo (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”);

Please read these Terms carefully, as these Terms govern your use of the Services. These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. By using our services, acknowledging these Terms by other means, or otherwise accessing or using the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 17. If you do not agree to these Terms, then you must not access or use the Services.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Website is only available to you — and you should only access the Website — if you agree completely with these terms.

5.1 You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Website:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyber Attack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.
• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margin commodity products to retail customers in the United States.
• Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
• Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Website.
• Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed in applicable jurisdictions.

5.2 In the event that we learn or reasonably suspect, in our sole discretion, that your account is or may be associated with any of the Prohibited uses as set forth above, we will consider it to be a violation of these Terms and may suspend or terminate your account, and/or block transactions or freeze your funds immediately without notice, and we reserve the right to report any such suspected or actual Prohibited uses to competent authority in applicable jurisdictions.

7.1 Excluding third-party software that the Services incorporates, as between you and Nemo, Nemo owns the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services, and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to Nemo.

7.2 Any of Nemo’s product or service names, logos, and other marks used on the Site or as a part of the Services including Nemo’s name and logo are trademarks owned by Nemo or our licensors You may not copy, imitate, or use them without the prior written consent of Nemo or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.

7.3 The Website is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Website will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

7.4 This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement

9.1 The Website may not be available or appropriate for use in your jurisdiction. By accessing or using the Website, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

9.2 Specifically, your use of the Website or the services may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

10.1 You agree and understand that: (a) all trades you submit through the Website are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a suitability review of any trades you submit.

10.2 All such information provided by the Website is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained in the Website. By providing token information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

12.1 This Clause provides Users with information about the risks associated with trading in Digital Assets and any other Services provided by Nemo. Users should ensure that their decisions are made on a well-informed basis, and they should undertake their own assessment as to the suitability of trading in Digital Assets in the light of their experience, objectives, financial resources and their specific needs and requirements.

12.2 By accessing to use our services, a User is deemed to have reviewed, understood and accepted the risks associated with the Services provided by us.

12.3 The market for Digital Assets is very new and rapidly developing and the risks of trading such assets are not fully understood. This Clause does not explain all of the risks or how such risks relate to your personal circumstances. It is important that you fully understand the risks involved before making a decision to use our Services.

14.1 Nemo is a developer of software and does not operate a Digital Asset or derivatives exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of the Interface are executed peer-to-peer directly between the users’ addresses through a smart contract. You are responsible for complying with all Applicable Laws that govern your Digital Assets.

14.2 You understand that Nemo is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Services. Any references in the Website to “best price” do not constitute a representation or warranty about pricing available through the Website, or elsewhere.

14.3 To the maximum extent permitted under Applicable Law, the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Services are correctable or will be correctable.

14.4 You acknowledge that data you provide while accessing or using the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.

15.1 Without limitation of any other provision of these Terms, you hereby agree that neither Nemo nor any of its Representatives will have any responsibility or liability whatsoever for any loss or injury sustained by you or any third parties as a result of (i) any equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (ii) periodic maintenance procedures or repairs that Nemo or any of our suppliers or contractors may undertake from time to time; (iii) causes beyond Nemo’s control or that Nemo could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (v) unavailability of third-party service providers or external partners for any reason. Under no circumstances will Nemo or its Representatives have any liability for any such loss or injury caused by any of the foregoing events, including but not limited to any obligation to cover or reimburse any damages or losses caused by such events. You expressly acknowledge that any risk of loss resulting from such events shall be borne by you, and you expressly assume any and all such risks.

15.2 In no event will Nemo, our suppliers and contractors, and Nemo’s or our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, or any other product, service or other item provided by or on behalf of Nemo, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is Nemo in any way responsible for the execution or settlement of transactions between users of the Services.

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF THE INTERFACE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTERFACE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

15.2 In no event will Nemo, our suppliers and contractors, and Nemo’s or our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, or any other product, service or other item provided by or on behalf of Nemo, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is Nemo in any way responsible for the execution or settlement of transactions between users of the Services.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT AGAINST NEMO IN ANY COURT OR GOVERNING AUTHORITY. EXCEPT AS EXPRESSLY PROVIDED BELOW, THIS SECTION REQUIRES YOU TO SUBMIT ANY DISPUTE, CLAIM, OR DISAGREEMENT (EACH A “DISPUTE”) ARISING OUT OF THESE TERMS OR THE SERVICES, INCLUDING ANY DISPUTE THAT AROSE BEFORE THE EFFECTIVE DATES OF THESE TERMS, TO BINDING INDIVIDUAL ARBITRATION. THIS SECTION EXTENDS TO DISPUTES THAT AROSE OR INVOLVE FACTS OCCURING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AS WELL AS DISPUTES THAT MAY ARISE AFTER THE TERMINATION OF THE TERMS.

17.1 You and Nemo agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Nemo and that any Dispute will be resolved solely through individual arbitration, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

17.2 You and Nemo waive your rights to a judge or jury trial or to have any Dispute arising out of or related to these Terms or the Services resolved in court. Instead, for any Dispute that you have against Nemo or relating in any way to the Services, you agree to first contact Nemo and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Nemo by email at …………... The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Nemo cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by SIAC or, under the limited circumstances set forth above, in court. All Disputes submitted to SIAC will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Singapore, under the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is available on the SIAC website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.

17.3 The arbitrator, Nemo, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

17.4 You and Nemo agree that for any arbitration, you will pay the filing fee and all other SIAC fees and costs. Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and Nemo will not have the right to assert the claim.

19.1 You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site, by emailing them to you at the email address you provide in connection with using the Services, if any, or by Telegram at the username you provided to us during the course of your use of the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy.

19.2 Any right or remedy of Nemo set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Nemo in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.

19.3 The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

19.4 We will have no responsibility or liability for any failure or delay in performance of any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.

19.5 Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.

19.6 These Terms contain the entire agreement between you and Nemo, and supersede all prior and contemporaneous understandings between the parties with respect to the Services.

19.7 In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.

19.8 Any formal communication with you will, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the English language version of the Terms or any such communications and any translation of the Terms or such communications (as applicable) in a foreign language, the respective English version shall prevail.