This User Agreement (hereinafter referred to as the "Agreement" or "Offer") regulates the relationship arising from the use of the https://nooki.capital/ website.

 

This User Agreement is a public offer that is addressed to a fully capable individual.

 

By registering on the site https://nooki.capital/ the Site Visitor fully agrees with this agreement as a whole, without any exceptions and reservations.

 

The fact of acceptance of this offer (unconditional acceptance of all conditions contained in this document without exception) is registered by the Site Operator in electronic form. The information registered by the site operator about the acceptance of the offer can be used as evidence in any instances, including in court.

 

ATTENTION! IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, PLEASE INTERRUPT THE REGISTRATION PROCESS (DO NOT CLICK THE BUTTON THAT FIXES THE IMPLEMENTATION OF A LEGALLY SIGNIFICANT ACTION).

 

If you have any questions, you should contact the support service of [email protected] for clarification of the terms and conditions of this Agreement. 

 

1. TERMS AND DEFINITIONS

1.1. Website is an Internet resource at https://nooki.capital/.

1.2. Personal Account is a certain closed area of the Site, to which the Site Visitor gets access after performing a legally significant action in the form of registration, and which contains various services, content, information about the User and legally significant actions performed by him on the Site and other activities.

1.3. Account is a set of protected pages of the Site, created as a result of the User's registration and information about legally significant actions and other activities performed by the User on the Site.

1.4. Website Operator – the person responsible for the functioning, content, organisation and maintenance of the Website. The operator of the Site is Nooki LTD (registered in the British Virgin Islands with company registration number 2132289, registered address: Intershore Chambers, P.O. Box 4342, Road Town, Tortola, VG1110, British Virgin Islands).

1.5. Website Visitor – a person who has visited the Website but has not performed a single legally significant action on it.

1.6. Website User – an Internet user fully capable in his jurisdiction, who has the authority to enter into this Agreement, who has performed a legally significant action to register on the Website.

1.7. Buyer means a User of the Website who has performed a legally significant action to conclude a Transaction and acts as a party acquiring the Asset.

1.8. The initiator of the placement of the Lot is the Seller or another User of the Site who has applied to the Site Operator with the initiative to place the Lot on the Site.

1.9. Seller – the User of the Website, who has performed a legally significant action to conclude the Transaction and acts as a party alienating the Asset. 

1.10. Transaction is a legally significant action aimed at acquiring, changing or terminating civil rights and obligations, as a result of which the financial condition of the parties involved in the Transaction changes.

1.11. An asset is an object of the material world in relation to which civil rights and obligations may arise, including digital assets that are a good created and existing exclusively in the digital environment and have a property value. 

1.12. Lot is an area of the Website where information about possible Transactions is posted.

1.13. Lot Closing Date – the Date until which the User has the right to purchase a share in the Lot. Depending on the conditions specified in the description of the Lot, if after the Closing Date of the Lot all the shares of the Lot have not been purchased, then the User's Assets aimed at acquiring shares in such Lot are automatically converted from UNT back to the USDT and returned to the User's balance.

1.14. KYC Verification (hereinafter referred to as Verification) - is a system of measures aimed at verifying the authenticity of the User's data specified by him during registration, verifying the relevance and legitimacy of the documents provided for data authentication, as well as verifying the User's compliance with the terms of use of the Site specified in this User Agreement (compliance verification is carried out on a periodic basis).

 

2. WARNING

2.1. NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED AS AN OFFER TO SELL, BUY OR RECOMMEND SECURITIES (ENTERING INTO AN INVESTMENT CONTRACT).

2.2. The Website is an information platform-marketplace for posting information with offers to conclude Transactions and uniting Buyers and Sellers for such Transactions. 

2.3. The Site Operator does not provide advice, endorsements, or recommendations in relation to any Transactions presented on the Site. 

2.4. The user of the Site is solely responsible for determining whether any of the Transactions presented on the Site are suitable for him/her, based on his/her personal goals, financial circumstances, and risk tolerance. 

2.5. Before making a Transaction, the Site User is strongly recommended to: 

2.5.1. Familiarize yourself with all the information available on the Website;

2.5.2. If necessary, contact the support [email protected] for clarification. All answers provided in support should not be considered as advice received from licensed specialists in the relevant fields;

2.5.3. Consult with licensed specialists in the areas of knowledge related to the Transaction (lawyers, tax consultants, auditors, realtors, accountants, specialists in cryptocurrency and blockchain technologies, etc.). 

2.6. The Website Operator does not guarantee any financial results, including, but not limited to, results in terms of terms or amounts of return of funds spent on the Transaction. Users should not rely on any forward-looking information, as it is based on the beliefs of the Seller and/or the Initiator of the Lot Placement and the historical information available at the time of placing the Lot. Forward-looking information, which is based on historical data, is not a guarantee of future results, as future results may be affected by known and unknown risks, trends, uncertainties, and factors beyond the control of the Seller and/or the Initiator of the lot placement.

2.7. Any information posted on the Website regarding any possible financial indicators from the concluded Transaction is simply information, and not any guarantee of the result, and is provided for placement by the Seller and/or the Initiator of the placement of the lot who offers to conclude the Transaction, and not by the Site Operator. 

2.8. No information posted on the Site should be interpreted by the Site User as providing any guarantees regarding the financial performance of the concluded Transaction, which are provided by the Site Operator or the Seller and/or the Initiator of the placement of the lot. 

2.9. Any information related to the offers posted on the Site has been obtained from sources that the Site Operator considers reliable according to its internal evaluation criteria, but the Site Operator does not make any representations or guarantees regarding the accuracy or completeness of such information and does not assume any responsibility in connection therewith.

2.10. Historically, there have been cases when digital Assets in the form of stable coins such as USDT, USDC, DAI, etc., which are pegged 1 to 1 to fiat currencies, have lost parity with such fiat currencies. In this regard, the User is aware of and accepts all the risks associated with the use of stable coins and their possible depegging. 

2.11. THE USER OF THE SITE SHOULD REMEMBER THAT ALL TRANSACTIONS ARE ASSOCIATED WITH RISK AND MAY LEAD TO A PARTIAL OR COMPLETE LOSS OF INVESTED FUNDS.

 

3. PROCEDURE FOR REGISTRATION/VERIFICATION ON THE WEBSITE, CREATION OF AN ACCOUNT AND A PERSONAL ACCOUNT ON THE WEBSITE

3.1. To gain access to the Personal Account on the Website, the User must go through the registration procedure, for which the User must consistently perform a set of the following actions:

3.1.1. Fill out the registration form on the Website.

3.1.2. Read this Agreement and the Privacy Policy in full and accept all their terms by putting a marker (tick) in the column "I confirm that I have full civil capacity, have read, agree and accept all the provisions set forth in the User Agreement and the Privacy Policy, and also assume all risks associated with this action".

3.1.3. Click the "Register" button.

3.2. To gain access to the functionality of the Personal Account, including, but not limited to, the ability to participate in the conclusion of Transactions, the Site User must go through the Verification procedure. Passing the Verification procedure does not guarantee the right to participate in absolutely all Transactions provided on the Website, since the descriptions of the Lot for the conclusion of the Transaction may contain special conditions, compliance with which is necessary to participate in the Transaction. 

3.3. When going through the registration and verification procedure, the User undertakes to provide reliable data and keep it up to date in the future. The procedure for processing and storing personal data provided by the User is governed by the Privacy Policy posted on the Site and which is an integral part of this Offer.

3.4. The Website Operator reserves the right at any time to require the User to confirm the data specified during the registration and verification procedure, and to request in this regard supporting documents (in particular, identity documents, photos, information about the place of residence, registration, bank details), the failure to provide which, at the discretion of the Website Operator, may be equated to the submission of false information and lead to the blocking of access to the Account User's records.

3.5. When registering, the User independently chooses a login-pseudonym (a unique symbolic name of the User's Account) and a password to access the Account. The Website Operator has the right to prohibit the use of certain logins, as well as to set requirements for the login and password (length, allowed characters, level of complexity, etc.). Login and password requirements are specified by the Website Operator when the User fills out the questionnaire before completing the registration procedure.

3.6. Based on the results of the registration procedure, an Account and a Personal Account are created for the User. 

3.7. By registering, the User agrees to receive service and advertising messages sent using any of the means of communication specified during the registration procedure or in the User's profile of the site.

3.8. Registration on the Site is free of charge. 

3.9. To pass the registration and verification procedure, the User must meet the following requirements:

3.9.1. The User has reached the age of majority and is fully capable in his/her jurisdiction;

3.9.2. The User is not a resident, citizen, or located in a country that is included in the Financial Action Task Force's list of jurisdictions under the enhanced control  of https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Increased-monitoring-june-2023.html or the list of high-risk jurisdictionshttps://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Call-for-action-June-2023.html or in any other country or territory (unrecognized or disputed territories) that are subject to comprehensive economic sanctions by the United States and/or the European Union.

3.9.3. The User is not subject to personal economic, or trade sanctions imposed or applied by any governmental authority, or otherwise included in any list of prohibited or restricted persons (including, but not limited to, the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury).

3.9.4. The User does not and will not use a VPN or any other privacy or anonymity tools or methods to circumvent or attempt to circumvent any restrictions on the use of the Site.

3.9.5. The User is not a citizen or resident of the United States, Canada, Singapore.

3.9.6. In accordance with the laws of the jurisdiction of residence, citizenship, or location of the User, he is not prohibited from accessing the Site and its functionality, and such access does not violate or help violate any domestic or foreign laws. 

3.9.7. The User has not previously been blocked access due to violation of the terms of this User Agreement.

3.9.8. The User does not currently have an Account.

3.10. Despite passing the Verification procedure, the User must independently and on an ongoing basis analyze whether he meets all the requirements specified in this User Agreement.

 

4. USE OF THE PERSONAL ACCOUNT AND ACCOUNT

4.1. The User's Account data and the Personal Account can be used:

4.1.1. to identify the User on the Website;

4.1.2. to conclude other Agreements (acceptance of offers) posted on the Website;

4.1.3. to conclude Transactions with Sellers;

4.1.4. to use the services and content of the Site;

4.1.5. to receive information about the activities of the Website Operator and the Sellers;

4.1.6. to access the content and other features of the Site, including those that may be implemented in the future;

4.1.7. for other purposes expressly provided for by this Agreement or offers posted on the Website.

4.2. The User gives his/her consent to the transfer of the data specified by the User on the Website, as well as the Account data, to the Sellers.

4.3. The User is solely responsible for all actions (as well as their consequences) performed under the User Account. All actions performed using the User's Account are considered to be performed by the User himself/herself.

4.4. For security reasons, the User is obliged to independently carry out a secure shutdown under his Account (the "Logout" button in his personal account) at the end of each session of work on the Site. The Website Operator is not responsible for possible loss or damage of data, as well as other consequences of any nature that may occur due to the User's violation of the provisions of this Agreement.

4.5. In cases of unauthorized (not authorized by the User) access to the Account and the User's Personal Account, violation (suspicion of violation) of the confidentiality of the means of access to the Account and the Personal Account, the User is obliged to immediately notify the Site Operator by e-mail [email protected].

4.6. The User is not entitled to alienate and resell access to the Personal Account, except in cases where the User has received written permission from the Site Operator, or when it is expressly provided for in any agreement with the Site Operator.

4.7. The User has no right to grant the right to use the Personal Account to other persons.

4.8. The Website Operator has the right to set restrictions on the use of the Website, Personal Account and other services for all Users, or for certain categories of Users.

4.9. The Website Operator has the right to send informational messages to Users using the services of the Personal Account. The User also agrees to receive advertising messages from both the Website Operator and the Sellers.

4.10. The Website Operator has the right to access the User's Personal Account for purposes related exclusively to the fulfillment of its obligations to the User (in particular, to organize the functioning and technical support of the Personal Account).

4.11. One User has the right to register only one Account on the Website and, accordingly, only one Personal Account. The Website Operator has the right, at its sole discretion, to block and/or delete the Account and Personal Account of the User who has violated this condition, without prior notice.

4.12. Without exception, all services and functionality of the Personal Account, any content are provided on an "as is" basis. The Website Operator does not give warranty obligations regarding the error-free and uninterrupted operation of the Personal Account or its individual functionality, the compliance of the Personal Account and its services with the specific goals and expectations of the User. At the same time, the Site Operator undertakes to timely and free of charge eliminate those arising in the course of the operation of the Site Errors. In case of an error in the operation of the Site, the User can report it by e-mail to [email protected].

 

5. BLOCKING AND DELETION OF THE USER'S ACCOUNT

5.1. The Website Operator has the right to block the User's Account and Personal Account in the following cases:

5.1.1. Violation by the User of this Agreement, as well as the terms of other agreements with the Site Operator or with any of the Sellers.

5.1.2. The User has not logged in to the Personal Account for more than 3 (three) months in a row and after registration, the User has not performed any legally significant actions in the Personal Account (replenishment of the balance, conclusion of a transaction, etc.)

5.1.3. The blocking of the Account and the Personal Account is expressly provided for in any agreement with the Site Operator.

5.1.4. The User's will to block the Personal Account and the Account by submitting an Application. The Application referred to in this clause shall be submitted by e-mail [email protected]. 

5.2. The Website Operator has the right to delete the User's Account and Personal Account, as well as to terminate access to the services provided on the Website, in the following cases:

5.2.1. Repeated (more than twice) violation of the terms of this Agreement or one gross violation of this Agreement, as well as the terms of other agreements with the Site Operator or with any Seller.

5.2.2. The User has provided incomplete, inaccurate or distorted information, or the information has ceased to be relevant:

5.2.2.1. The User's data specified in the documents provided by him do not correspond to the data specified during verification, and the User has not agreed to make the relevant changes.

5.2.2.2. The User refused to provide the Website Operator with evidence confirming the accuracy of the User's data entered during the verification procedure or contained in the Personal Account.

5.2.2.3. The Website Operator has reasonable grounds to believe that the information provided by the User is incomplete, distorted or unreliable.

5.2.2.4. The User has ceased to meet the requirements necessary to use the Site (including, but not limited to, the following cases, has become a citizen/resident of a prohibited jurisdiction, has been included in the sanctions list, etc.).

5.2.2.5. The deletion of the Account and the Personal Account is expressly provided for in any agreement with the Website Operator.

5.2.2.6. The User has transferred his/her Account and Personal Account to a third party without the permission of the Website Operator.

5.2.2.7. In case of violation of clause 3.9.8. of these Terms of Use, the Website Operator may delete both accounts of the User.

5.2.2.8. The User has committed actions aimed at causing losses to other Users, the Site Operator, and the Sellers.

5.2.2.9. The User has not logged in to the Personal Account for more than 6 months and after registration, the User has not performed a single legally significant action in the Personal Account (replenishment of the balance, conclusion of a transaction, etc.).

5.2.2.10. The User's will to delete the Personal Account and the Account by submitting an Application. The Application referred to in this clause shall be submitted by e-mail [email protected]. 

5.3. The Website Operator has the right, on the basis of the above clauses of this Agreement, to block or delete the User's Account and Personal Account without any prior warning, notifying the User of the fact of blocking or deletion through any of the available communication channels specified by the User on the Website.

5.4. When the Account and the Personal Account are deleted or blocked, the User's Assets are not lost or confiscated, all relationships that have arisen between the User and the Sellers under the Transactions are preserved without any changes. The User remains the owner of the Assets and has the right to continue further communication on his Assets directly with the Sellers, outside the Site. 

5.5. If, at the time of deletion or blocking of the Account and Personal Account, the User had Assets on the USDT Main Account or on the USDT Income Account, the User must contact the Site Operator by e-mail [email protected], with a corresponding application with a request for possible methods of withdrawing the Assets, and after agreeing on the withdrawal format with the Site Operator, provide the appropriate details for the withdrawal of Assets. Withdrawal of Assets is carried out by the Site Operator within 14 days from the date of receipt of the relevant details from the User. 

 

6. ACCOUNTS ON THE SITE AND INTERNAL ACCOUNTING UNIT OF THE SITE

6.1. In the "My Accounts" section of the User's Personal Account, there are two types of accounts: the USDT Main Account and the USDT Income Account. 

6.2. To participate in Transactions, the Site User must make a replenishment of the USDT Main Account in his Personal Account. Replenishment of the account is possible by all available methods provided on the corresponding page of the Personal Account (fiat currency USD, EUR etc., digital Asset USDT, USDC, etc.).

6.3. When the User replenishes the account, regardless of the type of Asset deposited (fiat currency USD, EUR, etc., digital Asset USDT, USDC, etc.), the balance of the User's account will be displayed in the form of an internal accounting unit of the Site - USDT, at the rate specified on the corresponding page of the Personal Account.

6.4. There are two internal accounting units on the site: USDT and UNT. Internal accounting units are not a token, coin, currency, money or electronic money, they perform the function of fixing the legally significant actions performed by the User. 

6.4.1. By topping up the main USDT account, the User commits a legally significant action to purchase the internal account unit of the Site. USDT is the internal accounting unit of the Site, with the help of which the Site Operator records the User's operations to change the structure of Assets on his balance (input/withdrawal/transfer/purchases, etc.). The site operator does not provide storage or administration services for virtual assets or virtual asset keys.

6.4.2. UNT is an internal accounting unit of the Site, which records the expression of the User's will (conversion of USDT into UNT), records the fact of granting the Site Operator all the powers to perform a set of legally significant actions necessary for the User to acquire the appropriate number of shares of the Lot and, as a result, the corresponding Asset corresponding to these shares.

6.5. All Transactions on the Site are carried out using the internal accounting unit of the Site.

6.6. The User has the right to withdraw the Assets available for withdrawal at any time. When withdrawing Assets from the USDT Main Account, the internal accounting unit of the Site is recalculated into the selected type of Asset that is available on the withdrawal page (fiat currency USD, EUR, etc., digital Asset USDT, USDC, etc.). When withdrawing, the User receives the selected type of Asset on the withdrawal page. 

6.7. The USDT Income Account displays the User's Assets accrued as part of the fulfillment of obligations under the Transactions entered into by the User. These Assets are available for withdrawal without any restrictions. 

6.8. The processing time for a withdrawal request from the USDT Main Account and the USDT Income Account is no more than 1 business day, unless otherwise specified on the withdrawal page. This period does not include the time it takes to process a transaction on the blockchain when making a withdrawal in a digital Asset. 

6.9. The User must be careful when replenishing the account – "USDT Main Account" and when sending Assets for replenishment of the account, it is necessary to use only those details that are specified on the page for replenishment at the time of replenishment. The details of the accounts for replenishment may change, so it is strongly recommended not to use the details that are specified in the User's transaction history for replenishment. In case of ignoring this warning, the Site Operator is not responsible for the loss of Assets sent to the details from the transaction history. 

 

7. PROCEDURE FOR CONCLUDING TRANSACTIONS

7.1. All offers for Transactions posted on the Website are offered for placement by the relevant Sellers, and the Website Operator only provides the functionality and actually places the terms of the Transaction.

7.2. Unless otherwise specified in the description of the Lot with the terms of the Transaction, the Website Operator does not act as a party to the Transaction and does not provide any intermediary services to the Buyer or Seller. All relationships arise directly between the User and the Seller, unless otherwise specified in the description of the Lot. 

7.3. The Site User, having performed a legally significant action to accept the terms of the Transaction, agrees to the terms specified in the description of the Lot. The terms and conditions of the Transaction may contain additional restrictions or requirements that must be met in order to participate in the Transaction (for example, some transactions may be additionally closed to citizens or residents of certain jurisdictions). The User shall independently carry out an analysis of compliance with the criteria necessary to participate in the Transaction and shall be fully responsible for this. If the User has entered into a Transaction in circumvention of the established restrictions, such a Transaction shall be deemed to have been concluded under the influence of deception on the part of the User and shall be invalid with the occurrence of all legal consequences associated with the conclusion of the Transaction under the influence of deception.

7.4. Depending on the legal structure of the Transaction, it may be formalized by:

7.4.1. acceptance of the offer placed in the description of the Lot;

7.4.2. signing documents in paper or electronic form (templates of which are placed in the description of the Lot);

7.4.3. conclusion of a smart contract;

7.4.4. in any other form not prohibited by the laws of the jurisdiction of the parties to the Transaction. 

7.5. In the event that it is expressly provided for in the terms of the Transaction, an intermediary relationship may arise between the User and the Website Operator. By performing a legally significant action using the internal accounting unit of the Site - USDT, the User gives the Site Operator the scope of authority to perform all necessary actions to implement the terms of the Transaction independently or with the involvement of the necessary contractors (including, but not limited to, the provision of legal services for the registration of the structure of the Transaction for the acquisition of the Asset, including by registering the legal entities necessary for the construction).

7.6. Specific conditions for the provision of intermediary services by the Website Operator to the User are described in the Lot with the terms of the Transaction or in separate agreements. 

7.7. In case of conducting any surveys on the Website, requesting any information/documents/expression of will from the User or conducting other activities related to the Transactions concluded by the User (hereinafter referred to as the "Activity"), the User is obliged to respond to this Activity (take a survey, provide information/documents/express will, etc.) within the time specified in the Activity. At the time of acceptance of this Offer, the User grants the Site Operator irrevocable authority to take part in the Activity on behalf of the User, performing on behalf of the User any action at the discretion of the Site Operator, which, in his opinion, will best meet the interests of the User. The Website Operator has the right to exercise the relevant powers on the last day of the Activity, if the User did not take part in this Activity on his own. If, after the Website Operator has performed an action within the framework of this clause, within 6 months from the date of its implementation, the User applies to the Website Operator with a protest against the action taken, as it does not correspond to his interests, the Website Operator must provide the User with the opportunity to express his will independently. 

 

8. LIABILITY AND DISPUTE RESOLUTION PROCEDURE

8.1. The Website Operator is not responsible for the temporary inoperability of the Website or its individual functionality that has arisen for any reason, including, but not limited to, the following:

8.1.1. equipment malfunction; 

8.1.2. periodic maintenance or repair procedures that the Site Operator or any of its suppliers or contractors may carry out from time to time; 

8.1.3. other reasons beyond the control of the Website Operator or which the Website Operator could not reasonably foresee; 

8.1.4. failures or temporary unavailability of the underlying blockchain infrastructure; 

8.1.5. unavailability of third-party service providers or external partners for any reason.

8.2. The website operator is not responsible for the content and functioning of links to external websites.

8.3. For violation of the provisions of this Agreement and the obligations arising from it and failure to eliminate this violation within a reasonable period specified in the notice of elimination of the violation sent to the User to the means of communication specified in the User's profile, the Website Operator may apply to the User a penalty in the amount of 0.5% of the amount of transactions concluded on the Website or, at the option of the Website Operator, of the amount of the User's Assets, for each day of delay in fulfilling the obligation. 

8.4. All disputes between the Website Operator and the User will be resolved through negotiations. By accepting this Agreement, the User waives the right to participate in a class action. The initiation by the User of any action or claim in connection with this Agreement must be made within one year after the cause of action or claim arose, otherwise such cause of action or claim shall be forever canceled and extinguished. 

8.5. If the User has unfulfilled financial obligations to the Site Operator, including, but not limited to, obligations that arose in connection with the violation of the terms of this Agreement, which led to damage to the Site Operator, the Site Operator has the right to impose an extrajudicial penalty on the User's Assets, in the amount equivalent to the amount of unfulfilled financial obligations. 

8.6. In the event of disputes between Users or between Users and Sellers, these disputes shall be resolved directly between the parties to the dispute without the involvement of the Site Operator. The website operator may act as a mediator, but this is not his obligation.

8.7. If there are claims, they are sent by the Parties to each other using the User's Personal Account or e-mail, and by the Site Operator using all means of communication available on the Site.

8.8. Claims must be considered by the Parties within ten days (non-working days are not included).

8.9. In the event of failure to resolve the dispute through negotiations, including by sending claims to each other (mandatory claim procedure), any dispute, disagreement or claim in connection with this Agreement or its breach, termination or invalidity, will be finally resolved in court.

8.10. In case of initiation of a legal dispute by the User, the dispute shall be transferred to the court at the location of the Defendant with the application of the legislation of the Defendant. In the event that a legal dispute is initiated by the Site Operator, it may determine the territorial and jurisdictional jurisdiction, as well as the law applicable to the consideration of the dispute at its discretion, in connection with which a lawsuit for the choice of the Site Operator may be filed at the location of the Defendant or the Plaintiff, or at the place of commission of actions that violate the rights of the Site Operator.

8.11. The Website Operator is not a tax agent of the Website User and does not pay any taxes or fees, the obligation to pay which may arise for the User in connection with the acquisition or disposal of the Asset, in accordance with the requirements of citizenship or residence of its jurisdiction. All obligations to submit reports to the competent authorities of their jurisdiction and the corresponding payment of taxes are borne by the Site User independently. The Website Operator strongly recommends that the User consult with his/her accountant, tax consultant or other tax professional on taxation issues.

8.12. In the event of force majeure, including, but not limited to, DDoS attacks on the Site, cyberattacks on servers or their damage, unavailability of the underlying blockchain infrastructure, depegging stable coins and other extraordinary circumstances that prevent the implementation of this Agreement, the Parties are exempt from liability for partial or complete failure to fulfill obligations under this Agreement.

8.13. The User accepts and agrees that the liability of the Site Operator is limited to the cost of the services paid by the User that were provided by the Site Operator. 

 

9. COPYRIGHT AND LIMITED LICENSE

9.1. The Website, its name, domain name, all content and other materials contained therein, including, but not limited to, the logo, all designs, source code, database, functionality, software, text, graphics, audio, video, images, photographs, information, data and other content (hereinafter collectively referred to as the "Content") are fully owned by the Website Operator. 

9.2. The User is granted a limited, non-transferable license to access the Site and to use it for private, non-commercial purposes. 

9.3. Any of the following is expressly prohibited by this license:

9.3.1. commercial use of the Site or the Content on it;

9.3.2. distribution, public performance or public display of the Personal Account or Content;

9.3.3. modifying or otherwise creating any derivative works of the Site or Content;

9.3.4. the use of any data mining techniques, robots, or similar methods of data collection or extraction.

9.4. The Website User may obtain the right to distribute, publicly perform or publicly display the Personal Account or the Content if the relevant rights are obtained from the Website Operator by accepting a separate agreement. 

 

10. CONSENT TO ELECTRONIC TRANSACTIONS

10.1. Insofar as the Website Operator operates on the Internet, the User gives consent to conduct business online and electronically in perpetuity.

10.2. Any information will be provided to the User in electronic form through the Personal Account or by any available means of communication specified in the Site User's profile. If the terms of the Transaction provide for the provision of documents in paper form, such provision may be carried out for a separate fee, which will consist of the costs of preparing and sending documents in paper form. If the User has requested the provision of documents in paper form, this does not mean that he has withdrawn his consent to electronic document management and online document management. 

10.3. Consent to conduct business transactions electronically applies to any legally significant actions performed on the Site between the User and the Site Operator or between the User and the Seller under a Transaction.

10.4. The User may not revoke consent to conduct business electronically as long as he continues to interact with the Site Operator.

 

11. ENTRY INTO FORCE, AMENDMENT AND TERMINATION OF THE AGREEMENT

11.1. The Agreement enters into force from the moment the User accepts the offer offered by the Site Operator and is valid until the Parties fully fulfill their obligations, but not less than the period of existence of the Site and the User's Account. In the event of deletion of the User's Account, certain provisions of this Agreement continue to govern the relationship between the Parties as long as the regulated relationship exists. 

11.2. The Site Operator reserves the right to make changes to this Offer, in connection with which the User undertakes to regularly monitor the changes and be guided by the version of the Agreement posted in the footer of the Site https://nooki.capital/.

11.3. If, after changing the Offer, the User continues to use the Site, it is considered that the User has familiarized himself with all the changes and accepted them.

11.4. If the User does not accept the changes to this Agreement, he has the right to terminate it unilaterally by notifying the Site Operator by e-mail [email protected].

11.5. The User has the right to unilaterally terminate this Agreement out of court at any time by sending the Site Operator a corresponding application for the deletion of the Account and the Personal Account.

11.6. The Website Operator has the right to unilaterally terminate this Agreement out of court in the cases provided for in this offer, notifying of the fact of termination through the Personal Account or by the contact details specified by the User during registration. 

11.7. The User has no right to replace his Party to this Agreement without the consent of the Site Operator. The User is prohibited from transferring the rights and obligations arising from this Agreement to any third parties. 

11.8. The Website Operator has the right to replace its party to this Agreement without the consent and notice of the User. The Website Operator has the right, without the consent and notice of the User, to assign or in any other way transfer its rights and/or obligations arising from its relationship with the User to third parties.

11.9. The invalidity of any provision of this Agreement by a court does not entail the invalidity of the remaining provisions thereof.