nWayPlay Wallet Terms of Service Agreement
Latest Update: January 23, 2023
BY CLICKING ‘I AGREE’ OR ‘ACCEPT’ OR BY OTHERWISE ACCEPTING THIS AGREEMENT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, SO PLEASE READ IT CAREFULLY PRIOR TO DOING SO. We strongly recommend that you frequently review this Agreement to ensure that you understand it and how it applies to your access to and use of the Services.
Please refer to the Glossary at the end of this Agreement for definitions of capitalized terms that are not defined in the text of the Agreement.
Services Provided under This Agreement
The Services include your right, subject to further terms of this Agreement, to:
- use the Site to access an Account and the Account Services;
- use an Account, as described in greater detail, below;
- use a Hosted Wallet, as described in greater detail, below; and
- cause nWay to send and receive User Data to and from PSW Provider and other Third-Party Servicers.
Users and Accounts
A User is prohibited from accessing or using the Services unless the User: (i) has accepted this Agreement; (ii) is located and domiciled in an Approved Region (see Exhibit A for a list of Prohibited Jurisdictions); (iii) is eighteen (18) years of age or older; (iv) is not a Prohibited User (as defined below); and (v) is not otherwise prohibited from using the Services. Persons under eighteen (18) years of age are not permitted to use the Services, even with parental consent.
A Person may NOT have more than one Account. nWay reserves the right, in its sole discretion, to determine whether a Person or User has, or controls, more than one Account, and reserves the right to suspend any Account in excess of the one Account permitted per Person. Should nWay determine, in its sole discretion, that a User, directly or indirectly, holds or controls more than one Account, all of said User Accounts, including User’s original Account, may be frozen pending investigation and the Accounts may also be terminated once nWay has completed its investigation. If, after investigation, nWay permits User to close an account/accounts, such closure must be completed within 15 days of nWay granting permission, failing which the Accounts may again be frozen or terminated. When an Account is banned, the User may be prohibited from performing any Transactions via the Account.
Following acceptance of this Agreement by a User, nWay shall grant that User a unique digital Account to access the Services and act as a record of Transactions. User has full responsibility for use of their Account; User is exclusively responsible for user’s actions, even User errors cause losses to the User. User is exclusively responsible for all Transactions in the Account. Except as required to deliver the Services, or as required by law, law enforcement or a court of competent jurisdiction, nWay will not grant any third-party access to the User’s Account.
For initial signup for an Account, all User needs to provide is an email address.
Later, at nWay’s sole discretion, User must, when and as requested, supply nWay with additional User KYC Information. User represents and warrants that all User KYC Information provided is true and accurate, and shall immediately update such information in the Account or by notice to nWay if any such information changes. nWay reserves the right to terminate this Agreement or suspend performance hereunder immediately on determining that any User KYC Information is false, inaccurate, misleading or out of date.
User shall immediately notify nWay if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches in the User’s Services, Account, a User Device, any NFT Wallet or those of any Other User.
User assumes exclusive responsibility for all Transactions and other activities that occur in User’s Account and through the Services, and accepts all risks of any unauthorized access to User’s Account, to the maximum extent permitted by law.
In the future, nWay may, but is not obligated to, offer or require enhanced security features for the Account, such as two-factor authentication. For any such enhanced security features, User shall ensure the security of User Device or account (e.g., phone) that may be associated with these enhanced security features. Any mention of, or linking to, third parties by nWay that provide such security features (e.g., “2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of nWay to use such a Provider.
Virtual Private Networks (“VPN’s”)
The use of a Virtual Private Network (hereinafter “VPN”) to access an Account or the Services is highly discouraged. Use of a VPN may make it more difficult for a User to access their Account or the Services. Use of a VPN by a User entitles nWay, without limitation, to freeze or terminate the User Account accessed via VPN.
Prohibited Users & Jurisdictions
Certain persons are prohibited from using the Services (hereinafter, a “Prohibited User”) including: (i) persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC) “Specially Designated Nationals” List (SDN); United States Commerce Department’s “Denied Persons” or other similar lists; (ii) persons who are nationals or residents of any country, territory, or other jurisdiction that is under embargo or is otherwise banned from engaging in business with U.S. entities by the United States of America (see Exhibit “A” of this Agreement for a complete list); (iii) persons who are less than 18 years of age; (iv) persons, or their affiliates, who have been subject to an Account Termination, and (v) a person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a User (e.g., “Bots”). nWay reserves the right to add or remove Approved Regions at its sole discretion.
You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any Applicable Law of that jurisdiction. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.
The Services are not available in all jurisdictions, and nWay prohibits the use of the Services in certain jurisdictions. These jurisdictions may vary at nWay’s sole discretion. nWay may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited. You shall comply with such restrictions, even if the methods imposed by nWay to prevent the use of the Services are not effective or can be bypassed; Users who access the Services under such circumstances will have their accounts suspended.
User shall use the Services for only good faith Transactions, for User’s own purposes, and not on behalf of third parties. User shall not use the Services, directly or indirectly, to assist in any activity that is illegal in either the United States or the jurisdiction of the User, or use the Services in relation to any other Prohibited Activity (see Glossary, below, for a list of such activities). nWay reserves the right to add or remove Prohibited Activities at its sole discretion.
If nWay, in its sole discretion, believes or has reasonable grounds to suspect that an NFT in a User’s Hosted Wallet was, in any prior transaction, purchased with a stolen payment card, a card obtained by fraudulent means or otherwise in violation of this Agreement, User grants nWay the right and hereby expressly instructs nWay to transfer all NFTs in question from the Hosted Wallet, External Wallet or other wallet, to any Other User that was previously in rightful possession thereof, even if the User who loses possession of the NFT was a good faith holder in due course of the NFT and even if the NFT is no longer in that User’s Hosted Wallet.
You shall not accept into your Hosted Wallet any NFT from any Other User when you have grounds to believe that the NFT is not rightfully in the possession of that Other User. Certain users may have used stolen payment cards to purchase NFTs; under these circumstances, nWay reserves the right to transfer any such NFTs to such Other User that nWay believes to have been in original, rightful possession. In the event of a dispute over which user has the right to possess a certain NFT, nWay reserves the right to block any transfers thereof pending joint written instructions of all parties to the dispute, or the order of a court of competent jurisdiction (any fees related to nWay’s involvement in such dispute shall be paid equally by User and Other User, and may, at the discretion of nWay, be recovered by nWay taking possession of and disposing of NFTs in either of their Hosted Wallets).
Without limitation, nWay may also freeze an Account pursuant to a court order, order by a Regulator, order of a key nWay supplier or service provider, as required under Applicable Law or where nWay determines, in its sole discretion, that the Account poses excessive legal, security, financial or reputational risk to nWay, another User or another third-party. Accounts may also be frozen during the course of internal or external investigations as needed.
User expressly acknowledges and agrees that the Account is not an “investment account”, and that NFTs have no intrinsic value; consequently, and without limitation, nWay shall not be liable for any monetary damages to User, and shall have no civil or criminal liability to User for the freezing or termination of Accounts pursuant to the Agreement.
Risks Related to NFTs
You acknowledge and agree that there are inherent risks associated with NFTs, and that such risks extend to your use of the Services. These risks include, but are not limited to, the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to your Account or NFT Wallets. It is your responsibility to familiarize yourself with the risks involved with NFTs, their protocols and networks. Use of the Services does not remove these risks. nWay is not responsible for any communication failures, disruptions, errors, distortions or delays during your use of the Services, however they may be caused.
You acknowledge that an NFT has no inherent value, nor does nWay or any third-party promise that an NFT has or will ever have any specific value. Transactions can take time to be confirmed and may, in some cases, not be completed. For example, if you initiate a withdrawal Transaction to settle NFTs to an External Wallet and you provide an incorrect or incomplete address, the withdrawn NFTs may be lost and may not be recoverable. Or, if you attempt to send or receive NFTs that are not supported by the Services, the NFTs may be lost entirely and may not be recoverable. In no event will nWay be liable to you or to any third-party for any of the foregoing.
If the Services post a dollar value in association with a specific NFT in your Hosted Wallet, such posting shall not constitute a representation as to the actual or projected value of such asset. Instead, such posting constitutes either: (i) the potential value attributed to the NFT by another User; or (ii) Third-Party Content published to the Site or Account for your general information only; you should not rely on such posting for any actual value, or for any financial decision. You agree that it is your responsibility to independently ascertain the value of your NFTs, should there be any, without relying on the Services. nWay itself is not offering to purchase or sell any NFTs from you or to you under this Agreement. You agree that you shall not, and by becoming a party to this Agreement, hereby waive any right to, make any legal claim against nWay that alleges, in whole or in part, that any NFT had, has, or will have anything more than nominal value.
You understand and accept that there are also inherent risks associated with using any NFT network, including Approved Networks. These risks include, but are not limited to, unanticipated changes to network protocols, or other unknown vulnerabilities which may include or result in underlying technology attacks. Other possible risks may include, but are not limited to, forks or rollbacks of NFTs, networks, or blockchains. User understands and agrees that nWay has no control over any Approved Networks, and will not be responsible for any loss you suffer by transactions via any Approved Network.
Wallets for NFTs: Hosted and External
The Hosted Wallet is an NFT hosted wallet Service provided to User.
(i) Hosted Wallets: NFT Deposits
The Hosted Wallet Service permits the User to generate one or more addresses through the Account to which User may transfer NFTs from an External Wallet. User may be required to verify that they control the External Account prior to nWay accepting or allowing User to transact in NFTs from the External Account. Deposits to the Hosted Wallet will not be immediately available for use in the Services; they may be subject to delays on the Approved Network, holds imposed to reduce fraud or other risks, or other limitations pursuant to the Anti-Money Laundering (“AML”) Program or otherwise. User must not transfer NFTs that are not supported by nWay to a Hosted Wallet , as indicated in the Services and the Account. If User transfers any NFTs that are not supported by nWay to a Hosted Wallet, such NFTs may be permanently lost; a loss for which nWay shall not be liable. NFTs in a Hosted Wallet can only be used in connection with Services and not for any transactions outside of the Services. If User wishes to use their NFTs for activities other than the Services, User must first transfer them to an External Wallet.
(ii) Hosted Wallets: NFT Contents
As and when User deposits NFTs into the Hosted Wallet, the Service shall indicate the presence of each NFT in the Hosted Wallet. nWay holds Hosted Wallet NFTs.
(iii) Hosted Wallets: NFT Withdrawals
Should nWay enable a withdrawal feature, on instructions from User through the Account, nWay shall debit the Hosted Wallet and send the User-specified NFT to an External Wallet specified by the User. The Hosted Wallet will also be debited when User initiates an Exchange Transaction that includes a debit of the User-specified NFT. As discussed below in this Agreement, nWay shall automatically debit User PSW for the amount of Fees owing under this Agreement. nWay shall also freeze or debit the Hosted Wallet where it is required to do so by Applicable Law, to prevent fraud, protect security or where nWay believes that freezing a given NFT or Transaction is necessary. Without limitation, nWay may apply a cooling-off period for NFTs such that they cannot be withdrawn from the Hosted Wallet before some period of time, as determined by nWay in its sole and absolute discretion. User represents below that they are not purchasing NFTs for investment purposes nor as a conduit to obtaining other Assets; therefore, a freeze on a Hosted Wallet shall not be the basis of a claim by User for economic or other losses. Fees may apply to deposits or withdrawals of NFTs, and as otherwise set forth herein or in the Account. nWay reserves the right to impose delays, limitations, additional security features and other controls on Hosted Wallets at its sole and absolute discretion.
(iv) External Wallets
User warrants and represents that any External Wallet used by User to send NFTs to the Hosted Wallet, or to receive NFT’s withdrawn from the User’s Hosted Wallet, is owned and controlled exclusively and directly by User and no other Person. nWay reserves the right to put a hold on funds from an External Wallet, or block the use of an External Wallet for withdrawals from the Hosted Wallet where nWay, in its sole discretion, is not satisfied that the foregoing warranties and representations are true. Acceptance by nWay of NFTs from an External Wallet, or permitting withdrawals to an External Wallet, does not constitute nWay’s opinion or confirmation as to legal title therein. On request by nWay, User shall agree to provide External Wallet addresses from which each NFT held in the Hosted Wallet was transferred, so that nWay can, if either requested by User or otherwise necessary under the terms of this Agreement, return any or all NFTs of the User to such External Wallets.
User PSW (“Payment and Stablecoin Wallet”)
nWay shall assist User in entering into a User PSW Agreement with PSW Provider (being a payments and Stablecoin wallet provider) which, if approved by PSW Provider, shall result in User obtaining a User PSW. The User PSW is not provided by nWay and nWay does not take possession of Fiat or Stablecoin deposited therein. All User rights and privileges with respect to the User PSW are set out in the User PSW Agreement. nWay has no liability for Fiat or Stablecoin Transactions, all of which liability rests with PSW Provider.
nWay does not process refunds, returns, chargebacks for User; such Transactions are between User and the PSW Provider, another Third-Party Servicer or other third-party; nWay has no liability in respect of such third parties. nWay has no liability to User concerning refunds, returns, chargebacks or other commercial elements of its Transactions with third parties, whether or not they involve transactions in the Hosted Wallet. User has exclusive control and holds exclusive responsibility for their Hosted Wallet and Transactions therein or elsewhere.
User hereby appoints nWay as its agent to send and receive User Data to and from PSW Provider, including but not limited to instructions to initiate Fiat or Stablecoin Transactions from the User PSW.
(i) User PSW Balance
The Account will post User Data concerning the User PSW balance.
(ii) User PSW Withdraw
If User wishes to withdraw funds from the User PSW, they can do so by instructing the PSW Provider to do so via instructions sent through the Account. PSW Transactions are subject to User terms with PSW Provider and are therefore subject to limitations, hold periods and other controls.
The Services allow Users to engage in a variety of Transactions. These transactions are subject to the following rules and disclaimers, without limitation:
- You represent that you are using NFTs primarily as objects of play and not for investment or speculative purposes;
- You represent that you are not using NFTs or the Hosted Wallet as a means to acquire other Assets;
- You are prohibited from using a Bot or other automated interface to deliver Transaction instructions to nWay; the Hosted Wallet is a bio-only service, meaning it is available only for use directly by individual human Users. You agree to forego any and all rights in NFTs purchased or acquired by a Bot regardless of the consideration paid for them;
- nWay does not control any Approved Network and makes no representations to its ability to complete a given Transaction;
- nWay does not take possession of any Fiat or Stablecoin and makes no representations as to the PSW Provider’s ability to store or fulfill Transactions;
- nWay shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, or PSW Provider;
- nWay does not control External Wallets, External PSWs, or User PSWs and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
- Any Asset deposited with nWay or a PSW Provider, by any form of Transaction, must remain in the Account for at least thirty (30) days or such longer period as nWay may determine is necessary acting in its sole discretion;
- Without prior notice or consent of User, nWay reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, NFT-kind and other limits on Transactions in order to protect User, Other Users, nWay and its suppliers from legal, fraud, security or other risks;
- Without prior notice or consent of User, nWay reserves the right to impose, in its sole discretion, restrictions on Transactions;
- Transactions may be subject to a cooling off period, including time limitations set in nWay’s sole discretion including but not limited to when NFTs or any other Asset appear to have been gifted to or from User;
- nWay is not able to reverse any Transaction. nWay bears no responsibility or liability for Transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of NFT, External Wallet, or PSW Provider;
- All Transactions are final;
- User has the exclusive responsibility to ensure that their Transactions are carried out: (i) in compliance with nWay requirements set out herein and in the Account; (ii) in compliance with any applicable Third-Party Servicer or NFT requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User PSW Agreement, and any other applicable Third-Party Servicer Agreement;
- nWay reserves the right to apply certain time delays and time restrictions on withdrawal from Hosted Wallets, NFT Wallets and to cause the PSW Provider to apply the same restrictions on User PSWs, at the sole and absolute discretion of nWay; and
- nWay reserves the right, in its sole discretion, to prohibit Transactions from or to any External Wallet or External PSW in order to reduce the risk of fraud, security breaches, or other risks and also to comply with Applicable Law.
nWay may deem any Transaction performed in violation of any of the foregoing to be void ab initio. If you fail to adhere to the terms of this Agreement (including, without limitation, the foregoing rules), you understand and agree as follows: (i) that such failure may result in the permanent loss of your NFTs or Fiat (for which nWay shall have no liability); and (ii) that nWay reserves the right to confiscate any NFTs or Fiat purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.
nWay Regulatory Status
nWay is a hosted NFT service that is integrated with third parties who provide Fiat and Stablecoin custodial services directly to User, including the PSW Provider.
nWay is not registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.
nWay is not a bank. There is no FDIC insurance on Hosted Wallet NFTs. User acknowledges that NFTs have no intrinsic value, and that Fiat or Stablecoin balances, if any, are not held by nWay.
The Services may be unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of nWay without prior notice to you and without your consent.
If User has a User PSW, then nWay shall share User Data with the PSW Provider and also retrieve User Data from PSW Provider. Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.
As per Settings, User also authorizes nWay to send and receive User Data to and from other Third-Party Servicers.
If User authorizes nWay to take instructions from User, or in respect of an Account, via a Third-Party Servicer, then such instructions shall be deemed delivered to nWay by User directly.
User represents that each Third-Party Servicer is party to a Third-Party Servicer Agreement with User, and that User assumes exclusive responsibility for acts and omissions of all Third-Party Servicers whether under the Third-Party Servicer Agreement, with respect to User Data or otherwise. The use of a Third-Party Servicer does not relieve User of any of its responsibilities or obligations under this Agreement. User is liable for any and all fees charged by Third-Party Servicers. Unless indicated to the contrary in the Account, Fees for Services do not include fees applicable under Third-Party Servicer Agreements.
Personal Information Consent
On sign-up for the Services and at other times throughout the term of this Agreement, as a condition to accessing the Services, User shall provide User KYC Information to nWay for purposes of verifying User identity, implementing the requirements of the AML Program and monitoring the User, the Account and Transactions for suspicious activity. These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the “Specially Designated Nationals and Blocked Persons” list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce “Denied Persons” list, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under Applicable Law prohibiting or limiting business activities with any person.
User authorizes nWay to, directly or through third parties, make inquiries and take any other actions nWay deems reasonably necessary to verify User identity, and the information User has provided. User acknowledges and agrees that such inquiries will result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where nWay is not entirely satisfied that it has verified User identity, it reserves the right to limit User access to some or all Services.
Unacceptable Use or Behavior
User alone is responsible for User actions, conduct, and behavior while using the Services. Users shall not:
- Use or attempt to use any Other User’s account;
- Load funds, assets or NFTs into their Account or the Services that are not their own or that have been gifted to them in good faith;
- Use NFTs as a medium of exchange;
- Use NFTs as a means of making payments having Fiat value;
- Use the Account, either directly or indirectly, for the benefit of any third-party;
- Borrow an Account or lend an Account;
- Engage in activity, or use the Services in any manner, that imposes an excessive burden on nWay, or exposes either party to excessive security, financial or reputational risk, each as determined by nWay in its sole discretion;
- Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third-Party Servicers;
- Detrimentally interfere with, intercept, or expropriate nWay systems, data, or information;
- Transmit or upload to nWay or the Services any malware, virus, trojan horses, worms, or other harmful programs;
- Use a bot to deliver Transaction instructions or otherwise interact with nWay;
- Circumvent, or attempt to circumvent, any content filtering techniques used by nWay;
- Access, or attempt to access, any feature of the Services that User is not authorized to access;
- Use the Services to support an external transaction, trade or other activity with any third-party;
- Harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable, each as determined by nWay in its sole discretion;
- Violate any intellectual property rights; or
- Induce or encourage any third-party to engage in any activities or behaviors prohibited in this section.
nWay reserves the right to reverse any NFT Transaction that may occur in breach of this Agreement, even if such reversal has an adverse effect on a subsequent holder acting in good faith. User expressly agrees that nWay may seize or cause to be frozen any Asset that was obtained in breach hereof, or that nWay can cause User to repay nWay or a third-party the consideration for any Asset obtained in breach hereof.
USER ACKNOWLEDGES THAT IF, EVEN IN GOOD FAITH, THEY COME INTO POSSESSION OF AN NFT THAT WAS, ON ANY PREVIOUS OCCASION, TRANSACTED IN VIOLATION OF THIS AGREEMENT, EVEN BY ANOTHER USER, THEN USER MAY BE OBLIGATED, AT THE DISCRETION OF NWAY, TO FOREGO ANY AND ALL RIGHTS IN SAID NFT. FOR EXAMPLE PURPOSES ONLY, IF THE USER PURCHASES AN NFT FROM ANOTHER USER, AND THE SELLER IN THE TRANSACTION PURCHASED THE NFT WITH A FRAUDULENT PAYMENT METHOD, THEN THE USER PURCHASING THE NFT IN GOOD FAITH SHALL, AT THE DISCRETION OF NWAY, FOREGO RIGHTS IN THE NFT.
Fees are as disclosed in the Account. You authorize nWay to instruct PSW Provider to release the amount of Fees, or other amounts of which you are liable hereunder, to nWay from the External Wallet maintained by your PSW Provider. If there is no such External Wallet or if there is insufficient value therein to pay Fees, you agree to pay them to nWay by such means as nWay may reasonably specify within five (5) days of when they are first posted as owing in your Account.
nWay may make third-party products or services available via the Site or otherwise through the Services. Such third parties, including PSW Provider, may charge fees for their services. nWay is not responsible for the fees charged by any such third parties.
Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to Transactions. Unless indicated otherwise in your Account or elsewhere in the Services, you are solely responsible for paying all network fees. nWay will neither advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Hosted Wallet or User PSW from which you wish to send must hold sufficient NFTs, Fiat or Stablecoin to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or might result in your value being suspended temporarily or forever.
Term and Termination
User can terminate this Agreement at any time for any reason or for no reason by closing their Account. Prior to termination by User, User shall remove their NFTs from the Hosted Wallet and cause them to be sent to an External Wallet. Such Transactions on termination may be subject to at least a 30-day fraud-prevention hold term, and such other restrictions as may be necessary to prevent fraud or security breaches.
nWay may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.
At any time and in its sole discretion, without prior notice, and without any liability to you, nWay may (i) cancel or deactivate User’s Account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. nWay is under no obligation to disclose its reason for any termination or suspension of the Service for User or generally.
nWay shall not be liable for any losses suffered by User resulting from any suspension or termination of the Services. You agree that your NFTs will be impossible to access during a suspension of Services.
In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all Fees and amounts payable to nWay by you shall immediately become due, (ii) nWay may delete User Data without any liability to User, provided that nWay also reserves the right to retain User Data for seven (7) years following termination; and (iii) nWay may cancel any Transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. nWay reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.
On any termination of the Services or termination of this Agreement, nWay shall: (i) return all NFTs in its possession to User; and (ii) instruct PSW Provider to transfer any User PSW Fiat or Stablecoin to a User External PSW. In order to fulfill this obligation, User must provide nWay with External Wallet addresses for each NFT and an External PSW, failing which nWay shall not return NFTs, or cause PSW Provider to return Fiat, to User. If, after reasonable efforts, nWay cannot reach User for such purposes, then NFTs of the User shall be remitted to the relevant governmental agency in the jurisdiction of User. If this Agreement is terminated as a result of material breach hereof by User, User agrees to forego all right, title and interest in NFTs stored via the Service, and nWay reserves the right to confiscate any such NFTs without notice or liability to you.
It is your sole responsibility to comply with Applicable Laws related to your use of the Services including, without limitation, to collect and remit any and all taxes, including without limitation sales taxes, that apply to any Transactions you have made using the Services. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that nWay is not responsible for determining the amount of any taxes you owe, nor is nWay responsible for determining if taxes apply to your use of the Services, nor is nWay responsible for collecting, reporting, or withholding any taxes arising from your use of the Services. nWay reserves the right to collect and remit sales tax in respect of Transactions of the User with Other Users and the User shall cooperate in such activity by providing the necessary Assets, information and forms, each as determined by nWay.
If a User Account is inactive for one year, then nWay will make an attempt to return any NFT balances to the User, but if it is unable to find the User, nWay shall escheat those NFTs to the relevant governmental authorities in the jurisdiction where the User last indicated they were residing within thirty (30) days of the end of such year.
If nWay receives notice or allegation that any NFTs held in your Hosted Wallet are stolen or lawfully not yours to possess, nWay may, but has no obligation to, place an administrative hold of undetermined length on those NFTs or the whole of the Hosted Wallet, User PSW, or Account. Such hold may include, but not be limited to, a suspension of access to the Services. nWay shall not be liable for any losses incurred by User, or diminished value in NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute. nWay retains the right to report illegal or suspicious activity to the appropriate Regulators.
User agrees to receive all communications, including but not limited to, User Agreement, other applicable policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to User’s Account and User’s use of the Services via electronic delivery.
By consenting to electronic delivery, User authorizes nWay to deliver Communications by (i) email notification, or (ii) via SMS or text message to a mobile phone number User has provided, or (iii) by sending User an email message containing a link to, or a notice that directs User to, the Site where the communication or document can be read or printed.
nWay shall have no liability and User shall fully indemnify NWay for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s Devices or failures in User’s email systems or Devices. If User prefers not to accept these risks, then User shall not create an Account or use the Services.
It is the responsibility of User to provide nWay with an up to date, true, accurate, and complete email address and to make sure nWay emails are not deleted or otherwise missed due to spam filters.
User’s consent to receipt of electronic statements, reports and other Communications shall be valid until User withdraws such consent by notifying nWay in writing, in which case: (i) nWay shall provide statements, reports and other Communications on paper; and (ii) nWay may suspend or terminate the Account and access to the Services.
Risk disclosures, Assumption of Risks, and Release of nWay
Other than as expressly set forth in this Agreement, nWay shall not be liable for any risks inherent in the Services or related NFTs or losses that may be incurred by User as a result thereof. User agrees to and does hereby: (i) release nWay from any and all liability related to or arising from risks inherent in the Services and related NFTs, except as expressly set forth in this Agreement, and (ii) assume all risks inherent in the Services and related NFTs including, but not limited to, the following:
- Risk of the Approved Network ceasing to operate, rendering a NFT impossible to be subject to a Transaction and entirely without use.
- The market for NFTs may collapse without warning or discernible logic.
- There is risk that changes in Applicable Law could adversely affect User’s right to legally use, transfer, exchange, and/or obtain value from NFTs. It may be illegal, now or in the future, to own, hold, sell or use NFTs in one or more countries, including the United States.
- Transactions in NFTs are, as a rule, irreversible. Consequently, losses due to fraudulent or accidental Transactions are generally not recoverable. Once a Transaction has been recorded on the Approved Network it is not reversible. User acknowledges that it is possible that, through computer or human error, or through theft or fraud, User NFTs could be transferred in incorrect amounts or to unauthorized third parties.
- Some NFT Transactions shall be deemed to be made when recorded on the Approved Network, which is not necessarily the date or time that the User initiated the Transaction.
- NFTs may be targets of fraud and cyber-attacks. On your Devices and External Wallets, such fraud and attacks can result in total loss to the User. In the Hosted Wallet, nWay makes commercially reasonable efforts to verify that User is the true initiator of Transactions, but where User’s Account is compromised such efforts may fail and could result in total loss of User’s NFTs in the Hosted Wallet. Attacks on nWay may also result in unplanned and significant Unscheduled Downtime during which Transactions will not be executed. Absent fraud or intentional wrongdoing on the part of nWay, nWay shall not be liable for User losses on account of any of the foregoing circumstances or compromised Account credentials. As a good faith holder of an NFT in your Hosted Wallet, there is a risk that you will lose possession thereof if nWay determines that it was previously transferred by fraudulent means, or transferred otherwise in violation of this Agreement, even if you had no part in the wrongdoing.
- The Services and NFTs rely on the internet, that includes third-party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect User’s ability to access and use Services such as the Account and Hosted Wallet.
Users shall carry out their own independent analysis and assessment of the risks specific to the NFTs and the Services.
nWay’s decision to support any particular NFT via its Services is not an endorsement or approval of the NFT’s value, security, operation, or underlying technology. nWay’s decision to support any individual NFT does not reduce any risks associated with the NFT. nWay makes no warranty about the suitability of any NFT for ownership or trading.
You acknowledge and agree that nWay retains the right, in its sole discretion, to determine whether to support, or not support, certain NFTs used in conjunction with the Services. nWay may discontinue or terminate support for any NFT at any time, for any or no reason. nWay will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT; however, if you do not transfer an NFT out of your Hosted Wallet by the date specified in such advance notice, the NFT may be lost. nWay will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs.
Copyright; Intellectual Property Rights; Trademark
Unless otherwise expressly indicated by us, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “nWay Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of nWay, or our suppliers, licensors, or third-party affiliates, and are protected by U.S. and international property laws.
We grant you a limited, non-exclusive, non-sublicensable license to access and use the nWay Materials for your personal use. Such license does not permit the: (i) distribution of nWay Materials, (ii) resale of nWay Materials, (iii) making derivative works of nWay Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or nWay Materials. This license shall automatically terminate if your access to the Services is suspended or terminated by us. “nWay”, nWayPlay, any product or service names, logos, and other marks used on the Site or in nWay Materials, or that we otherwise use in connection with the Services are trademarks owned by nWay and our licensors. Without our prior written consent, you may not copy, imitate, or use nWay trademarks.
We reserve the right to limit, deny, or terminate access to our Services with respect to any person who infringes on the intellectual property rights of others. If you knowingly misrepresent that any activity or nWay Materials are infringing on the intellectual property rights of another party, you may be liable to nWay for certain costs or damages.
Feedback; User Content
nWay shall own and have exclusive rights (including but not limited to intellectual property rights) to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service, or otherwise (“Feedback”). You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You grant nWay the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you.
You hereby grant nWay a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to nWay using the Services, or submit, post, or otherwise send to nWay that is not Feedback (the “User Content”). nWay may remove any User Content from the Site or the Services at any time for any or no reason.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NWAY EXPRESSLY REFUSES TO REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, SITE, SERVICES OR THE INFORMATION CONTAINED THEREIN OR ANY ASPECT OF ANY SERVICE CONTAINED THEREON.
YOU ACKNOWLEDGE THAT INFORMATION AND NFTs YOU STORE OR TRANSFER USING OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD-PARTY DOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; THEREFORE, SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL NWAY, ITS AFFILIATES OR SERVICE PROVIDERS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO NWAY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY; (II) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM NWAY, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN SERVICES OPERATION OR TRANSMISSION; (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT; OR (IV) ANY LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE EVEN IF AN AUTHORIZED REPRESENTATIVE OF NWAY HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, IF USER HAS DIGITAL ASSETS IN THE HOSTED WALLET, AND USER WISHES TO WITHDRAW THE NFTs TO AN EXTERNAL WALLET, THE FOREGOING LIMITATION ON NWAY LIABILITY MAY NOT SERVE TO LIMIT NWAY’S OBLIGATION TO SETTLE SUCH NFTs TO EXTERNAL WALLETS OF THE USER PROVIDED THAT NWAY MAY UNDO ANY NFT TRANSFER OR PREVENT THE TRANSFER OF ANY NFT AS PROVIDED FOR IN THIS AGREEMENT.
IN THE EVENT THAT NWAY INCURS ANY LOSSES ON ACCOUNT OF ACTS OR OMISSIONS OF USER, USER HEREBY EXPRESSLY INSTRUCTS NWAY TO, WITHOUT PRIOR NOTICE OR CONSENT OF USER, DEBIT ASSETS OF USER UP TO THE AMOUNT OWING TO NWAY FROM (I) THE USER’S HOSTED WALLET; AND (II) USER BALANCES WITH PSW PROVIDERS TO REIMBURSE NWAY THE AMOUNTS OWING TO NWAY. NWAY RESERVES THE RIGHT TO USE THE ASSETS DEBITED FROM THE USER’S HOSTED WALLET (INCLUDING, WITHOUT LIMITATION, ANY NFTS IN THE USER’S HOSTED WALLET) TO OFFSET ANY AND ALL ACTUAL OR POTENTIAL LOSSES INCURRED AS A RESULT OF THE USER’S ACTS OF OMISSIONS.
USER ACKNOWLEDGES THAT OTHER USERS MAY BE ATTEMPT TO SELL THE USER NFTS OR OTHER ASSETS THAT WE ACQUIRED IN VIOLATION OF THIS AGREEMENT OR IN VIOLATION OF AN AGREEMENT BETWEEN USE AND THE OTHER USER. NWAY SHALL HAVE NO LIABILITY FOR ACTS AND OMISSIONS OF OTHER USERS IN THEIR TRANSACTIONS OR OTHER DEALINGS WITH THE USER. WHILE NWAY HAS IMPLEMENTED POLICIES TO MONITOR TRANSACTIONS FOR FRAUD AND OTHER PROHIBITED ACTIVITIES, NWAY MAKES NO REPRESENTATION AS TO THE EFFECTIVENESS OF SUCH POLICIES AND THE USER SHOULD EXERCISE CAUTION IN ANY TRANSACTION TO OBTAIN COMFORT THAT THE OTHER USER HAS BEEN PERFORMING IN ACCORDANCE WITH THIS AGREEMENT AND ANY AGREEMENT WITH THE USER.
NWAY SHALL HAVE NO LIABILITY FOR ANY DECREASE OR INCREASE IN VALUE OF ANY NFT AS USER ACKNOWLEDGES AND AGREES THAT THEY HAVE NO INTRINSIC VALUE AND PURCHASES OF NFTS ARE STRICTLY FOR ENTERTAINMENT PURPOSES AND NOT FOR SPECULATION OR INVESTMENT PURPOSES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OR ALL OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO USER WHERE THEIR APPLICATION IS REDUCED BY APPLICABLE LAW.
You agree to indemnify and hold harmless NWay, our officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from any and all claims, demands, actions, lawsuits, proceedings, investigations, liabilities, damages, losses, costs, expenses, fines and penalties including, without limitation, reasonable attorney’s fees, arising out of or related to (i) your breach of this Agreement, (ii) your violation of any Applicable Law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND MAY REQUIRE YOU ARBITRATE DISPUTES WITH US.
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation with our support team, the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or some other dispute resolution procedure. Should this procedure fail to settle the issue, the parties hereby agree to submit the dispute to arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules; the award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties further agree that they will not appeal any arbitration decision to any court. Notwithstanding the foregoing, nWay may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by nWay through injunctive relief and other equitable remedies without proof of monetary damages. The parties expressly waive their right to a jury trial and also waive their right to participate in a class action claim related to this Agreement.
NOTICE: BOTH YOU AND NWAY ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH YOU AND NWAY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL LAW. BOTH YOU AND NWAY CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
These Terms shall be governed by and construed in accordance with the laws of California.
This Agreement and any policies incorporated herein by reference shall be deemed severable. The invalidity or unenforceability of any of the terms or provisions of this Agreement, and any policies incorporated herein by reference, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other terms or provisions of this Agreement. Each term and provision of this Agreement and any policies incorporated herein by reference shall be valid and enforceable to the fullest extent permitted by law.
nWay may assign any of its rights or obligations under this Agreement without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of nWay, which may be withheld in nWay’s sole discretion. Any actual or attempted assignment hereof by User contrary to the terms of this Agreement shall be null and void. nWay may, at its discretion, assign some or all of its rights or obligations to a third-party, without consent or approval of User. In the event that nWay is acquired by, sold to, or merged with a third-party entity, nWay reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.
nWay reserves the right to amend this Agreement at its sole discretion, without your consent. This Agreement may be amended by nWay; if so, this will be done by nWay providing notice of the amendment (i) by email to the email account used to create your Account; (ii) by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login. Where you have accepted the amendment or where the amendment is required by a change in Applicable Law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of when this Agreement is updated or the notice contemplated above has been sent, otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above. If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.
Non-Waiver of Rights
Any failure or delay by nWay to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof. This Agreement shall not be construed to waive any rights that cannot be waived under Applicable Laws.
nWay shall have no liability or responsibility for: (i) failure in performance or interruption of service, (ii) any inaccuracy, error, delay in, or omission of information or transmission of information, (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood, act of civil or military authorities, terrorist acts, extraordinary weather conditions, pandemic, fire, pandemic, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.
Independent Relationship; No Broker or Agent Relationship
nWay is an independent contractor, and nothing in the nature of the Services or any provisions in this Agreement shall be deemed, or cause, or is intended to cause User and nWay to be treated as partners, joint venturers, or as an agent of the other party. nWay is not User’s broker, intermediary, agent, or financial advisor, and nWay has no fiduciary obligation to User in connection with any Transactions, or other acts or omissions of User with respect to the Services. For the avoidance of doubt, nWay is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Services or otherwise. nWay does not recommend or endorse that you purchase or sell any NFT or that you make any trade or Transaction.
All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to nWay , disputes with nWay, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, Disclaimer of Warranties, Limitation of Liability, Indemnification, Binding Arbitration, and Governing Law.
If you have any feedback, comments, complaints or questions other than technical support, you can contact us using the contact information on our Site. When contacting us, please be sure to provide us with your name, contact information and any other information we may need to identify you, your nWay Account and any transaction on which you have questions, comments, or complaints.
Section headings and section labels are provided for convenience only, and do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
This Agreement is presented in the English language. Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definition and interpretation of the English language.
This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between User and nWay regarding the Services. This Agreement, and any policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among User and nWay with respect to the Services. In the event of any conflict between this Agreement and any other agreement User may have with nWay, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.
For the purposes of this Agreement, the terms below in this glossary have the meanings indicated below:
Account means a unique account created and hosted by nWay and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; and (iii) Transactions.
Affiliate means, in relation to a Party, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party, or a Party's principal partners, shareholders, or owners of some other ownership interest.
AML Program means the anti-money laundering and know your customer programs, policies and procedures in place at nWay, which nWay may modify from time to time in its sole discretion.
Applicable Law means, with respect to any Person, any domestic or foreign, federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, judgment, decree or other requirement of any Regulator which is legally binding and applicable to such Person or any of its Affiliates or any of their respective properties, assets, equity holders, officers, directors, members, partners, employees, consultants or agents.
Approved Network means the blockchain or network supporting a NFT and Transactions in that NFT.
Approved Regions means the United States, Canada and those places (a) not listed in Exhibit “A” to this Agreement (the “Prohibited Jurisdictions”) and (b) where the Services are made available, which nWay may modify from time to time in its sole discretion.
Assets means, collectively, all NFTs in a Hosted Wallet and all Fiat and Stablecoin in the User PSW.
External PSW means an account of the User at a third-party payment or Stablecoin wallet provider that is not the PSW Provider.
External Wallet means a NFT Wallet owned by you or a third-party and from which nWay is not capable of initiating any Transaction.
Fees means the fees applicable to the Services, or any element thereof, indicated in the Services or in your Account, which nWay may modify from time to time in its sole discretion.
Fiat means real currency, specifically United States Dollars.
Fiat or Stablecoin Transaction means a Transaction involving the transfer of Fiat or Stablecoin, respectively.
Hosted Wallet means the nWay-hosted custodial service of allowing the User to store NFTs via the Account.
NFT means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute. An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way. An NFT is not a medium of exchange and is not convertible virtual currency. For example, an “Olympic Pin” is an NFT.
NFT Transaction means a Transaction involving NFTs being transferred from one NFT Wallet to another.
NFT Wallet means the Hosted Wallet, or a third-party service, device, code or protocol used to store NFTs or initiate NFT Transactions via the Account or otherwise.
Other User means a Person that is not the User or an Affiliate of the User, who is party to an agreement with nWay substantively identical to this Agreement and that is a user of the Services.
Person means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, Regulator or government or any agency or political subdivision thereof.
PSW Provider means a third-party who provides Users with Fiat payments capabilities and Stablecoin Wallets subject to the User PSW Agreement. Circle Internet Financial, Inc. is a PSW Provider.
Regulator means any federal, provincial, state or local or foreign government or any court, arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.
Settings means selections you make through the Account or in a means otherwise provided by nWay from time to time.
Stablecoin means a type of cryptocurrency that attempts to maintain price stability relative to a reserve asset such as Fiat.
Third-Party Content means links, graphics, images, social media content to third-party sites, content or other information supplied by third parties and that can be viewed or accessed from the Account or Site.
Third-Party Servicer Agreement means an agreement between User and a Third-Party Servicer pursuant to which the Third-Party Servicer delivers their services. User PSW Agreement is a Third-Party Servicer Agreement.
Third-Party Servicer means a third-party: (i) whose service are compatible with the Services, as indicated by nWay in the Account; (ii) that User has retained under a Third-Party Servicer Agreement; (iii) with whom User wishes to share User Data; and/or (iv) through which User wishes to deliver instructions to nWay with respect to the Account. Each PSW Provider is a Third-Party Servicer.
Transaction means any of an NFT Transaction, Fiat or Stablecoin Transaction, or other transaction in NFTs or Fiat within or initiated by the Services.
User Data means the information collected, stored, accessed or used by nWay in the course of supplying the Services in respect of the Account.
User Device means an electronic device used by User to access the Services, such as a computer, tablet, mobile phone or other device.
User KYC Information means information requested by nWay or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, User name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g. credit card) and User NFT Wallet information.
User PSW Agreement means any agreement between User and PSW Provider governing the use of User PSW.
User PSW means an account of the User at the PSW Provider.
Prohibited Activity Includes but not limited to the operation of, or the direct or indirect facilitation of, any of the following:
- Any act that is illegal in the United States or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
- Operation of a business that is similar to or competitive with the Services;
- Operation of a crypto currency exchange;
- Operation of a business which provides crypto currency wallets;
- Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
- Operation of a business involved in betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
- Bill payment services;
- Credit counseling or repair agencies;
- Credit protection or identity theft protection services;
- Direct marketing or subscription offers;
- Inbound or outbound telemarketing businesses including lead generation businesses;
- Internet, mail or telephone order pharmacies or pharmacy referral services; Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
- Creation, promotion or sale of items that may be counterfeit;
- Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
- Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
- Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
- Using the Services in any manner related to live animals;
- Using the Services in any manner related to payment aggregators;
- Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
- Unregulated sales of money-orders or foreign currency;
- Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
- Using the Services in a manner that nWay or any of its suppliers reasonably believes to be an abuse of the Services;
- Using the Services in a manner so as to avoid payment of Fees;
- Using the Services in any manner that could damage, disable, overburden, or impair nWay or any of the Services including without limitation, using the Services in an automated manner;
- Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
- Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
- Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
- Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
- Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
- Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
- Using the Services to send or receive what nWay considers to be funds for something that may have resulted from fraud or other illegal behavior;
- Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
- Using the Services in any manner related to weapons including replicas and collectible items.
The Service cannot be used in the following jurisdictions:
- Congo (the Democratic Republic of the)
- Central African Republic (the)
- Iran (Islamic Republic of)
- Korea (the Democratic People's Republic of)
- Sudan (the)
- South Sudan
- Syrian Arab Republic
- Venezuela (Bolivarian Republic of)