Terms of Service
This Terms of Service (“Agreement”) is made between you (“User”) and Venture Miles (Malta) Limited, a company incorporated under the law of Malta (“Company”) and is legally binding between you and Company. In this Agreement (a) “we” and “us” refer to the Company and its subsidiaries and “our” shall be construed accordingly; and (b) “you” refers to User and “your” shall be construed accordingly. Each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, you and the Company shall hereinafter be referred to as the “Parties”.
Company hereby reminds you that you must carefully read the full content of this Agreement and other documents mentioned in this Agreement before using our Services (as defined below) available on mobile platforms, website or other platforms. In particular, you must carefully read the section of “Disclaimer and Limitation of Liability” and other sections which are displayed in bold in this Agreement. You must make sure that you fully understand the whole Agreement and evaluate the risks of using our Services on your own.
Confirmation and Acceptance of this Agreement
- You understand that this Agreement and other relevant documents apply to www.noomiwallet.com and the Noomi application (“Noomi” or “Noomi App” where applicable) which are developed and owned independently by Company (and excluding any apps developed by third parties).
- After you download Noomi and start to create an account, you are deemed as having read and accepted this Agreement, which shall cause this Agreement to become effective and legally binding on both you and Company immediately. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, YOU SHALL CEASE USAGE OF NOOMI IMMEDIATELY AND IF YOU HAVE DOWNLOADED NOOMI, PROCEED TO DELETE NOOMI IMMEDIATELY.
- In accessing or using Noomi, you agree:
- to be bound by the latest version of this Agreement;
- that in the jurisdiction to which you are subject, you are of legal age to use Noomi and to create binding legal and financial obligations for any liability you may incur as a result of the use of Noomi; and
- you are not an Excluded Person (as defined herein).
- Company may, at its sole discretion, modify or replace this Agreement at any time. The modified Agreement will automatically take effect once it is posted on www.noomiwallet.com and you may or may not be notified separately. If you do not agree with the modifications, you shall cease to use Noomi immediately. Use of Noomi by you after any modification to this Agreement constitutes your acceptance of this Agreement as modified.
- Noomi: means the digital wallet developed by Company based on blockchain systems and other supporting tools.
- Excluded Person:
- a person other than a natural person who possesses legal and mental capacity to enter into this Agreement; or
- a User who is prohibited, restricted, unauthorized or ineligible in any form or manner whether in full or in part under this Agreement, laws, regulatory requirements, or rules in the jurisdiction applicable to such User, to use the Services (as defined below).
- Alert:means the messages displayed on Noomi’s operation interface which provides suggestions for Users on subsequent operations.
- Specific Users:means Users who should cooperate with Company and disclose Personal Information in order to comply with the laws, regulations and policies of the British Virgin Islands and other relevant countries.
- Wallet Address:A wallet address is a public address for receipt of Tokens.
- Tokens: means the tokens which are supported by Noomi currently, including but not limited to ETH, CMT and so on.
- Materials: means contents about the current prices and price changes of different cryptocurrencies displayed on Noomi. The Materials are third parties’ proprietary properties. User shall not reproduce or distribute the materials without their permission and authorization. Foregoing Materials are solely for your reference and shall not be considered as guidance or advice on your transactions provided by Company.
- NotificationCenter: means the inbox where the Users may receive messages or notices from the Company.
- Personal Information: means information recorded in electronic or any other form which may identify a natural person when used alone or in combination with other information, including but not limited to name, date of birth, identification card number, personal biological identification information, address, telephone number, bank card number, e-mail address, wallet address, mobile device information, operation record, transaction record.
- ETH: means Ether, the cryptographic token associated with the Ethereum blockchain, which for the avoidance of doubt does not include “Ethereum Classic”.
- User Generated Content: means any media content generated and posted by users of Noomi.
Noomi Services (collectively, the “Services”)
- Create an Account.You may use Facebook, Google, or other social login type services that are supported by Noomi to create an account. Alternatively, you may also sign up using an email and password combination.
- Transfer and receive Tokens. You may manage your digital Tokens by using the send, show address, and request functions of Noomi. When sending tokens, you may include written notes which must abide by the terms and conditions in this Agreement that govern all User Generated Content.
- Observe the quotation. You may use Noomi to observe the quotation of the Tokens provided by third parties. The quotation of each Token is captured by Noomi from corresponding exchange and is displayed in multiple places throughout Noomi.
- Manage Tokens. You may use Noomi to add, transfer and manage Tokens supported by Noomi in the Noomi interface.
- Transaction records. We will maintain and show your transaction records from the blockchain system for transactions that are initiated from within our App or sent to the public address provided via the Noomi App. We will also maintain and show your transaction records relating to transacations between you and other users using the Noomi App. However, we shall not maintain records of transactions which are not related to your usage of Noomi, whether on or off the blockchain.
- Suspension of service. You understand that we are not able to reverse or cancel transactions because transactions based on blockchain technologies are irrevocable. However, under certain circumstances, we may suspend or limit the function of Noomi used by a particular User.]
- Posting and reading posts.You may post content to the Noomi App in the social feed, as well as in groups you are part of. Posts include videos, photos, written materials, and other forms of media. All content must abide by the terms and conditions of this Agreement that govern User Generated Content.
- You may elect to participate in cryptocurrency related Investment products which Noomi may make available to some users on the platform.
- Other services that Company may choose to provide.
Users who use Noomi acknowledges and accepts that:
- the Company SHALL NOT be held responsible to:
- freeze the wallet;
- report the loss of wallet;
- recover the wallet; or
- roll back transactions.
- The content of User Generated Content posted by other users on Noomi, including content that may be found on the Noomi App about the purchase or sale of diferent cryptocurrencies or strategies relating to that.
- You shall bear sole responsibility to take care of your mobile devices, back up the Noomi App, and securely manage your account credentials. The Company may not be able to cancel transactions due to the mishandling of Users (such as typing in wrong addresses or usernames for transactions, wrong amounts to be exchanged) and the Company shall not be responsible in any way in respect of the same.
- Noomi does not support all existing tokens. Do not use Noomi to handle any non-supported tokens. You acknowledge and agree that we are not responsible for any direct or indirect loss of tokens caused by you handling tokens that are not supported by Noomi.
Your Rights and Obligations
- Create an Account
- You are entitled to use Noomi on your mobile device to create an account, set a Password and use your wallet on Noomi to transfer and receive Tokens on blockchain and via the username you set on Noomi.
- Identification verification: Specific Users will be asked to complete identification verification before using Noomi to comply with related laws and regulations, according to the notification of Noomi. Specific Users may be asked to provide Personal Information including but not limited to name, identification card number, cell phone number, bank card information, etc., without which the Specific Users will not be able to use certain services and the Specific Users alone shall be responsible for the loss caused by their delay in completing the verification.
- Company may develop different versions of Noomi for different terminal devices. You shall download and install applicable version. If you download and install Noomi or other application with the same name as “Noomi” from any unauthorized third party, Company cannot guarantee the normal operation or security of such application. Any loss caused by using such application shall be borne solely by you.
- A previous version of Noomi may stop operating after a new version is released. Company cannot guarantee the security, continuous operation or customer services for the previous version. Users shall download and use the latest version.
- Use of Noomi
- You shall bear sole responsibility to take care of your mobile devices and account details. You shall be solely responsible for any risks, liabilities, losses and expenses which result from frauds, you losing your mobile device, disclosing (whether actively or passively) or forgetting account details, or your wallet being attacked.
- Noomi Alerts. You understand and agree to comply with the Alert(s) published by the Company on Noomi. You shall be responsible for any risks, liabilities, losses and expenses which result from your failure to comply with any Alert(s).
- User Generated Content. You shall choose carefully the information you post using Noomi or otherwise make available to others. You are solely responsible for what you post on the Nooni App or transmit with the Services. The following is a partial list of what you are prohibited from posting. You agree that you will not submit messages or anything else that:
- disclose personally identifiable information, such as your full name, email address, telephone number or street address;
- are unlawful, threatening, obscene, vulgar, pornographic, profane or indecent, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law;
- violate the copyright, trademark or other intellectual property rights of any other person;
- improperly assume or claim the identity, characteristics or qualifications of another person;
- are for purposes of spamming;
- contain any virus or other harmful component;
- are libelous, or an invasion of privacy or publicity rights or any other third party rights; or
- include pricing or promotional information.
Despite these prohibitions, information provided by others may contain inaccurate, misleading, inappropriate, unlawful material. We assume no responsibility or liability for such material. If you become aware of misuse of the Services, please contact us immediately via our website www.noomiwallet.com.
We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting or other data or to restrict, suspend, or terminate any user’s access to all or any part of the Noomi or Services at any time, for any or no reason, with or without prior notice, and without liability. You agree to release the Company, its parents and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with or arising from your use of the Services. If at any time you are not happy with the Services or object to any material, your sole remedy is to cease using the Services.
- Provision of information and documents. To the extent that the Company determines, in its sole discretion, that it is necessary to obtain certain information about User in order to comply with any applicable law or regulation in connection with the use or operation of Noomi, User shall provide Company with such information promptly upon such request, and acknowledges and accepts that Company may restrict, suspend or terminate your use of Noomi until such requested information has been provided to the satisfaction of Company. User undertakes to notify Company of any change in the documents and information provided by User to Company pursuant to this Agreement and in the absence of any notification in writing notifying of any change, Company is entitled to assume that the documents and information provided by User remain true, correct, not misleading and unchanged.
- Complete identification verification. If Company reasonably deems your operation or transactions to be abnormal, or considers your identification to be doubtful, or Company considers it necessary to verify your identification documents or other necessary documents, you shall cooperate with Company and provide your valid identification documents or other necessary documents and complete the identification verification in time. Failure to do so can result in the immediate suspension of Services to you.
- Transfer of Tokens
- You understand that you may be subject to daily limits on the amount and times of transfers according to your location, regulatory requirements, transferring purposes, risk control by Noomi, or identification verification.
- You understand that blockchain operations are irrevocable. When you use Noomi to transfer Tokens, you shall be solely responsible for the consequences of your mishandling of the transfer (including but not limited to wrong address, wrong username, etc.). You agree that Company is not responsible to you for reversing transactions due to personal errors, fraud, or any mishandling of your personal information or the Noomi App caused by you or as a consequence of your action or inaction.
- You understand that the following reasons may result in a “transfer failed” prompt:
- insufficient balance in wallet;
- insufficient gas for transaction;
- blockchain’s failure to execute the code of smart contracts;
- the transfer amount exceeding the transfer limits imposed by authorities, Noomi or laws or regulations;
- technical failure of the network or equipment;
- abandoned transactions result from blockchain network congestion or failure;
- the wallet address of yours or your counterparty’s is identified as special addresses, such as high-risk address.
- You acknowledge and agree that when you use the transfer function of Noomi, Noomi is only a tool for transfer of Tokens. Company shall be deemed to have fulfilled its obligations once you have completed the transfer and shall not be held liable for any dispute in relation thereto.
- You understand that you shall abide by applicable laws, regulations and policies when you use Noomi.
- Noomi may send notifications to you by web announcements, e-mails, text messages, phone calls, Notification Centre information, popup tips or client-end notices (e.g., information about your transfer or suggestions on certain operations) which you shall be aware of timely.
- Service fees and taxes.
- The Company does not charge you any service fees or handling fees for the time being. The Company may reach an agreement with you or announce rules regarding service fees in the future;
- You need to pay “gas” or network fees when you transfer Tokens on the blockchain, the amount of which would be on your sole discretion and would be collected by the relevant blockchain network;
- You understand that your transfer of Tokens may fail under certain circumstances, including but not limited to insufficient “gas” or network fees paid by you for the transfer of Tokens during the time of your transfer, or the relevant blockchain network being unstable, and in such event, you may still be charged gas by the relevant blockchain network, notwithstanding the failed transfer attempted;
- You shall bear all the applicable taxes and other expenses occurred due to your transactions on Noomi.
- You understand and acknowledge that the blockchain technology is a field of innovation where the laws and regulations are not fully established. You may be faced with material risks including instability of technology or failure for fiat-token exchange. You also understand that Tokens have much higher volatility comparing to other financial assets. You shall hold or dispose of the Tokens in a responsible way and corresponding to your financial status and risk preferences. You also acknowledge that the market information is captured from exchanges by Noomi and may not represent the latest or the best quotation of each Token.
- If you or your counterparty fails to comply with this Agreement or fails to follow the instructions, tips or rules on the website or on the page of the transaction or payment, the Company does not guarantee successful transfer of the Tokens and the Company shall not be held liable for any of the consequences of such failure. If you or your counterparty has already received the payment in Noomi wallet or third-party wallet, you understand that transactions on blockchain are irreversible and irrevocable. You and your counterparty shall assume the liabilities and consequences of your transactions.
- When you transfer your tokens directly to another wallet address or user on the Noomi App, it is your sole responsibility to make sure that your counterparty is a person with full capacity for civil acts and decide whether you shall transact with him/her.
- You shall check the official blockchain system or other blockchain tools when you receive an Alert such as “transaction failed” or “mining overtime” in order to avoid repetitive transfer. If you fail to follow this instruction, you shall bear the losses and expenses occurred due to such repetitive transfer.
- If your account email and password is disclosed or the device which you use to log into Noomi is hacked or attacked, you may lose your Tokens and Company will not be able to recover them. Any and all losses arising in connection with the foregoing shall be borne solely by you.
- In order to avoid potential security risks, we suggest you use Noomi in a secured network environment. Please do not use a jailbreak or rooted mobile device.
- Please be alert to frauds when you use Noomi. If you find any suspicious activity, we encourage you to inform us immediately.
- You understand and acknowledge that all content posted on the Noomi platform, whether by other users, or by employees or representatives of Noomi, is not advice by the Company on what you should do with your cryptocurrency or personal assets. It is entirely your responsibility to make your own decisions relating to cryptocurrency, and any losses incurred by you shall be your responsibility alone. You agree that content shared on Noomi shall not make Noomi responsible in any way for you.
Change, Suspension, Termination of Company Service
- You acknowledge and accept that Company may, at its sole discretion, provide only a part of the Services for the time being, suspend certain Services or provide new Services in the future. When we change our Services, your continuous use of Noomi is deemed as your acceptance of this Agreement and revisions of this Agreement.
- In order to avoid (to the extent possible) any mishandling of Noomi or any risk to the security of your Tokens, you shall not use Noomi if you do not possess the basic knowledge of blockchain. For Users who do not possess basic knowledge of blockchain, Company may refuse to provide all or part of the Services on Noomi to such Users.
- You understand that Company may suspend the Services under the following circumstances (or may completely terminate the Services in connection with any of the following circumstances):
- maintenance, upgrading, failure of equipment and blockchain system and the interruption of communications etc., which lead to the suspension of the operation of Noomi;
- force majeure events including but not limited to typhoon, earthquake, tsunami, flood, power outage, war, or terrorist attacks, or computer viruses, trojan horse, hacker attacks, system instability or government behaviors and other reasons, which result in the Company’s inability to provide Services or if in Company’s reasonable opinion, continuous provision of Services would result in significant risks;
- material adverse change of applicable laws or policies; or
- any other event(s) which Company cannot control or reasonably predict.
- Company reserves the right to unilaterally reject to provide, suspend or terminate all or part of the Services or any function of Noomi under the following circumstances:
- death of Users;
- if you steal others’ wallets information or mobile devices;
- if you provide false Personal Information on Noomi;
- if you refuse to allow mandatory update of Noomi;
- if you use Noomi to commit illegal or criminal activities;
- if you hinder the normal use of Noomi by other Users;
- if you pretend to be staff or management personnel of Company;
- if you threaten the normal operation of Company computer system by attack, invasion, alternation or any other means;
- if you use Noomi to send spam; or
- if you spread rumours which endanger the goodwill of Company and Noomi;
- if you conduct any illegal activities, breach this Agreement etc. or other circumstances under which Company reasonably considers necessary to suspend Services.
- if you are identified as a person on any of the control lists that we maintain.
YourRepresentations and Warranties
- You shall comply with all applicable laws and regulations of the country or area you reside in. You shall not use Noomi for any unlawful purposes or by any unlawful means.
- You shall not use Noomi to commit any illegal or unlawful activities, including but not limited to:
- activities endangering national security of the country or area you reside in, disclosing state secrets, overturning the government or undermining national unity;
- any illegal conducts, such as money laundering, illegal fund raising, terrorist financing etc.;
- accessing Company services, collecting or processing the content provided by Company, intervening or attempting to intervene any Users, by the employment of any automated programs, software, network engines, web crawlers, web analytics tools, data mining tools or similar tools etc.;
- providing gambling information or inducing others to engage in gambling;
- invading into others’ Noomi wallets to steal Tokens;
- engaging in any inaccurate or false transactions with the counterparty;
- committing any activities which harms or attempts to harm Noomi service system and data;
- other activities which Company has reason to believe are inappropriate.
- You understand and accept that you shall be responsible for any violation of law (including but not limited to the customs and/or tax regulations) or for breach of this Agreement by you and shall indemnify Company against the losses, the third-party claims or administrative penalties against Company incurred by such violation or breach, including reasonable attorney’s fees.
- You confirm that you will pay the service fees charged by Company in time (if applicable). Company reserves the right to suspend the services when the User fails to pay service fees (if applicable).
Disclaimer and Limitation of Liability
- Company only undertakes obligations expressly set forth in this Agreement.
- YOU ACKNOWLEDGE AND ACCEPT THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOOMI IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. Company shall not be held liable for malfunction of Noomi which results from any of the following reasons:
- system maintenance or upgrading of Noomi;
- force majeure, such as typhoon, earthquake, flood, lightning or terrorist attack etc.;
- malfunction of your mobile device hardware and software, and failure of telecommunication lines and power supply lines;
- your improper, unauthorized or unrecognized use of the Services;
- computer viruses, trojan horse, malicious program attacks, network congestion, system instability, system or equipment failure, telecommunication failure, power failure, banking issues, government acts etc.;
- any other reasons not imputed to Company.
- Company shall not be held liable due to any of the following circumstances:
- you losing your mobile devices, deleting the Noomi App, forgetting account password, or failing to secure login credentials, which result in the loss of such User’s Tokens;
- you disclosing your login credentials, or lending or transfering your Noomi account to others, or authorizing others to use your mobile devices or Noomi account, or downloading Noomi App through unofficial channels, or using Noomi App by other insecure means, which result in the loss of your Tokens;
- you mishandling Noomi (including but not limited to wrong address) which result in the loss of Tokens;
- you being unfamiliar with the lack of knowledge in relation to blockchain technology and your mishandling of Noomi resulting in loss of your Tokens;
- Noomi being unable to copy accurate transaction records due to system delay or blockchain instability etc.;
- You acknowledge that Noomi may provide services to you and your counterparty simultaneously or may have affiliation or other interest relationship with foregoing parties, and you agree to waive any actual or potential conflicts of interests and will not claim against Company on such base or burden Company with more responsibilities or duty of care.
- Company does not warrant that:
- services provided by Company will satisfy all your needs;
- all techniques, products, services, information or other materials from Company would meet your expectations;
- all the transaction information in digital Tokens markets captured from the third-party exchanges are prompt, accurate, complete, and reliable.
- In any case, the total liability for Company to you under this Agreement shall not exceed the amount of Tokens you hold in your Noomi account.
- You are aware that Noomi is only a tool for Users to manage their Tokens and to display transaction information. Company does not provide legal, tax or investment advice. You shall seek advice from professional legal, tax, and investment advisors. In addition, Company shall not be liable for any investment loss, data loss etc. during your use of our service.
- You understand that we may change our entry standards, limit the range and ways to provide services for specific Users etc. at any time in accordance with applicable laws and regulations.
Subject to this Agreement, only you and no other person shall have the right to any claim against us in connection with use of the Services. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall be void and shall not impose any obligation or liability on or against us to the assignee or transferee.
You understand and agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action.
- Intellectual Property Rights
Noomi is an application developed and owned by Company. The intellectual property rights of any contents displayed in Noomi (including this Agreement, announcements, articles, videos, audios, images, archives, information, materials, trademarks or logos) are owned by Company or the third-party licensors. Users can only use the Noomi App and its contents for intended purposes. In particular, without prior written consent from the Company or the third-party licensors, no one shall use, modify, decompile, reproduce, publicly disseminate, alter, distribute, issue or publicly publish the abovementioned applications and contents. This Agreement shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, internet domain names or copyright in connection with us or the Services. You agreement that we may treat any User Generated Content as non-confidential and public. Thus, please do not submit confidential or private information using the Services.
Any failure by us to enforce this Agreement or to assert any right(s), claim(s) or causes of action against you under this Agreement shall not be construed as a waiver of our right to assert any right(s), claim(s) or causes of action against you.
- The use of Services shall be exclusive of all taxes that are applicable to, arising from, or in connection to your use of the Services in any jurisdiction (“Payable Tax”).
- You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.
- We shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.
- Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.
- The contracts (Rights of Third Parties) Ordinance shall not apply to this Agreement and unless specifically provided no person other than the parties to the contract shall have any rights under it nor shall be enforceable by any person other than the parties to it.
- Severance and Partial Invalidity
- If any of part of this Agreement is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of this Agreement shall continue to be valid and in full force and effect.
- The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
- Translated versions of this Agreement
Translated versions of this Agreement (if any) are provided for the convenience of Users, and are not intended to revise the English version of this Agreement. If there is any discrepancy between the English version and non-English version of this Agreement, the English version shall prevail.
- You shall fully understand and conform to the laws, regulations and rules in your jurisdictions which are relevant to use of the Services.
- During your use of the Services, if you come across any problems, you can contact us through the submission of your feedback to [email protected]
- This Agreement is accessible for all Users on Noomi. We encourage you to read this Agreement each time you log onto Noomi.
- As for any issues not covered in this Agreement, you shall comply with the announcements and relevant rules as updated by Company from time to time.
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