TERMS AND CONDITIONS

Last Modified: July 1, 2019 , 60 clauses

  1. The use of the netnote web-based and mobile applications and any associated services provided thereunder or in relation thereto is restricted to persons aged 18 and above. Noteapp is the main interface for Notetizen to participate in netnote ecosystem.

  2. Netnote Classic Inc. reserves the right to modify these Terms and Conditions from time to time. We will use reasonable efforts to notify Notetizen of material changes to Noteapp and/or these Terms and Conditions.

  3. It is the responsibility of Notetizen to keep themselves up to date in respect of Noteapp and the Services provided thereunder or in relation thereto and these Terms and Conditions. Any use of Noteapp will be deemed as acceptance of any amendment.

  4. We will not be liable for loss or damage resulting from any amendment to Noteapp and/or to these Terms and Conditions.

  5. Netnote may be transferred between Notetizen using Noteapp, subject to the limitations set out herein.    

  6. Netnote is fully swapable on one-to-one basis with the same denomination safe keeping receipt (the “SKR”) issued by the Issuer. The SKR is non transferable and only redeemable from the Issuer. Only Client of Custodian could request for issuance of SKR.

  7. The Issuer may refuse to issue, or redeem SKR from, a Client in the event of any of the circumstances described in Clause 20 to Clause 23 of these Terms and Conditions, including, but not limited to, in instances where the Issuer believes that the issuance or redemption of SKR would be contrary to any applicable law. 

  8. Notetizen can perform SKR to netnote ( the “NoteON” ) swap and netnote to SKR (the “NoteOFF” ) swap through Noteapp only.

  9. Netnote Foreign Exchange ("NoteFX") involves the note to note conversion between two different denomination netnote.

  10. NoteFX in Noteapp is executed on a peer to peer basis. We do not act as the currency exchange agent.

  11. We reserves the right to cancel or nullify orders in the event that the order contains a bug, mistake, or an actual or suspected breach of this Terms and Conditions.

  12. You understand, acknowledge and agree that the underlying operating rules of the Blockchain may change from time to time in such a way as to result in more than one related version of the Blockchain (each instance of any such change, a “Fork”). 

  13. If a Fork occurs, it will result in the creation of a new branch of the Blockchain. we will evaluate all forks and make a determination, based on a number of factors, to support netnote on one, and only one, of the Forks.

  14. If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of Noteapp.

  15. As part of the ERC20 smart contract, we have the ability and the right to freeze and upgrade all netnote (on an aggregate basis), regardless of where the netnote is being held. 

  16. We will make commercially reasonable efforts to provide prior notice of any freeze or upgrade and inform holders of netnote of the reasons and consequences of the freeze and/or upgrade. 

  17. We will make commercially reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.

  18. The fee structure for Services provided on Noteapp:

    1. Switching Fee on NoteON/NoteOFF transaction. USD 0.10 will be charged per transaction. This fees will be waived until fruther notice.

    2. Transfer Fee on netnote trasfer-out transaction. USD 0.10 will be charged per transaction. This fees will be waived until fruther notice.

    3. Forex Fee on NoteFX. 2% handling fees with be charged on both sides.

  19. We reserves the right to change or modify the fee structure from time to time. Any such changes or modifications will be effective upon posting such changes or modifications on Noteapp. Your first use of Noteapp following the posting of any changes to the fee / fees structure will constitute your acceptance of such changes.

  20. We may freeze, temporarily or permanently, your use of, and access to, netnote, SKR or Noteapp, with or without advance notice, if we are required to do so by law, including by court order or other legal process.

  21. Your netnote and the SKR may be subject to seizure or forfeiture by law enforcement, and we will comply with the legal process in respect thereof.

  22. If we determine, after investigation that netnote has been used, or is being used, for illegal (or sanctioned) activity, we may not permit you to redeem your SKR from the Issuer, and, such SKR may be forfeited.

  23. Any netnote or SKR that is subject to freeze, seizure, forfeiture or similar limitation on its use imposed by law may become wholly and permanently unrecoverable and unusable, and in appropriate circumstances, may be destroyed.

  24. By using netnote and the Noteapp, you agree that we may take the actions set forth under Clause 21 to 24 and that we will not be liable to you therefore. 

  25. We will take reasonably practicable steps to do the following, taking into account prevailing market practices:-

    1. Ensure that our systems relating to the Services are installed with adequate security designs; and

    2. Control and manage the risks in operating our systems relating to the Services.

  26. We do not guarantee that the Services are free of any disabling codes or other destructive properties, which may adversely affect your hardware, software or equipment including your Mobile Device or any data transmitted, stored or processed in relation to the Services.

  27. To the fullest extent permitted by the applicable regulations and by law, we expressly disclaim all conditions, undertakings, representations and warranties of any kind (whether express or implied) in relation to the Services, the Noteapp and the content contained therein. These include any implied conditions and warranties of quality or fitness for a particular purpose. 

  28. Without limiting or reducing the effect of Clause 28 above, we make no representations or warranties:

    1. As to the accuracy, quality, completeness, timeliness, adequacy, reliability or validity of any information or material provided on or through the Services, the Noteapp or the Site. These may include any information posted, transmitted or provided by others Institution if not us.

    2. That the Services, the Noteapp or the Site and the content contained therein will meet your requirements, or are free of defect, error or omission; or

    3. That your use of the Services, the Noteapp, the Site or the content contained therein will be uninterrupted, timely, secure or error-free.

  29. Except as set out in Clause 30 below, we are not liable for loss, damage or expense of any kind which you or any other person may incur or suffer from or in connection with the following (or any of them):

    1. Access to and use of the Service, whether or not authorized by you; 

    2. Access to any information through use of the Services, whether or not authorized by you; and

    3. Transmission or storage of any information and data relating to you, the Services or transfers or transactions or dealings conducted by you using the Services in any system, equipment or instrument of any communication network provider. 

  30. If it is proved in a case set out in Clause 29 above that there was gross negligence or willful default by (i) us; (ii) any agent of ours; or (iii) and officer or employee of (i) or (ii), then we will be liable for the lower of:

    1. Any loss or damage you incur or suffer that is direct and reasonably foreseeable arising directly and solely from such gross negligence or willful default; and

    2. The amount of the relevant switching, transfer or exchange. 

  31. We are not liable for any interruption, interception, suspension, delay, loss, unavailability, mutilation or other failure in providing the Services, or in transmitting instructions or information relating to the Services, or in downloading the Noteapp or connecting with the Services which is caused by (i) any circumstances beyond our reasonable control or (ii) any applicable regulations.

  32. In no circumstances will (i) we; (ii) our respective agents; or (iii) the respective officers and employees of (i) and (ii) be responsible to you or any other person for any loss of profit or interest, indirect or consequential loss arising from or in connection with our providing the Services, or failure or delay in providing the Services.

  33. We have no responsibility for the actions of transferor or transferee of netnote or for the subject or purpose of such a transfer. We do not guarantee the identity of any users of the Services or that a user of the Services will complete a transfer of netnote.

  34. We are not responsible for any disputes arising from any transfers of netnote between you and any other users of the Services.

  35. We are not liable for the consequence of you or any other users of the Services choosing to share or post any information, activity of Personal Data relating to you, any other User of the Services or any third party within the Services or on any social media platform.

  36. Noteapp and netnote is not intended for download, or used by, any person in any jurisdiction where such download or use would be contrary to any law or regulation of such jurisdiction or where we are not licensed or authorized to provide any of the Services.

  37. We and/or Institutions shall not be liable to any Notetizen for any indirect or consequential loss, damage or expense of any kind whatsoever arising out of or in connection with netnote or the Noteapp, the provision of refusal of any services, whether such loss, damage or expense is caused by negligence or otherwise, and whether we and/or Institution have any control over the circumstances giving rise to the claim or not. 

  38. Except as set out in Clause 30 or 39 below, you are fully liable and responsible for all consequences arising from or in connection with the following (or any of them):

    1. Access to and use of the Services; and

    2. Access to any information through use of the Services by your or any other person whether or not authorized by you; and

    3. Any transfer of netnote effected by us to or as a result of any instruction initiated by you with the correct credential.

  39. Except as set out in Clause 40 below, you will indemnify and reimburse (if and where applicable) (i) us; (ii) our respective agents; or (iii) the respective officers and employees of (i) and (ii) for all actions, proceedings and claims which may be brought by or against us or them, and for all losses, damages and reasonable costs and expenses which we or they may incur or suffer as a result of or in connection with the following (or any of them):

    1. Your use of the Services or our providing the Services to you;

    2. The preservation or enforcement of our rights or exercise of our powers under these Terms and Conditions; and

    3. Your breach of any of these Terms and Conditions including any warranty or representation.  

  40. Your use of the Services or our providing the Services to you;

    1. The preservation or enforcement of our rights or exercise of our powers under these Terms and Conditions; and

    2. Your breach of any of these Terms and Conditions including any warranty or representation. 

    3. If it is proved that any actions, proceedings, claims, losses, damages or amounts set out in Clause 40 above was caused by gross negligence or willful default of (i) ours; (ii) any of our agents; or (iii) any officer or employee of (i) or (ii), then you are not liable under Clause 39 to the extent that it is direct and reasonably foreseeable arising directly and solely from such gross negligence or willful default.

  41. We may suspend or terminate your use of the Services at any time without giving you notice or reason. You may terminate your use of the Services through such channels and in such manner as we may announce from time to time.

  42. In the event the Services have not been used by you for an extended period of time you may be alerted by us through push notification or message to your phone number or email address. Should you still fail to use the Services despite such an alert, the Services may be terminated by us without any further notice.

  43. Even after suspension or termination of the Services, you remain responsible for performing and discharging your obligations and liabilities created or accrued before suspension or termination. The terms in these Terms and Conditions that by their nature are continuing shall survive such suspension or termination, including our disclaimers, limitations of liabilities and your indemnity in our favor.

  44. We have the right to vary these Terms and Conditions from time to time. We will give you prior notice in a manner we consider appropriate, including posting in the Services or sending push notification or message to your phone number or email address. You will be bound by a variation if we do not receive notice from you to terminate the Services with effect before the date on which that variation takes effect.

  45. If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable under any Applicable Regulation, such illegality, invalidity or unenforceability does not affect any other provision which remains in full force, validity and effect.

  46. No failure or delay by us in exercising any right, power or remedy will operate as a waiver of that right, power or remedy. Nor will any single or partial exercise preclude any other or further exercise of a right, power or remedy. Any right, power or remedy under these Terms and Conditions is intended to be cumulative and in addition to any other right, power or remedy we have in law.

  47. We may appoint any agents, service providers or sub-contractors to perform any of the Services for or on behalf of us. For that purpose, (i) we may delegate any of our powers or obligations to such agents, service providers or sub-contractors, and (ii) you authorize us to disclose or transfer any information relating to you of the Services to such agents, service providers or sub-contractors for or in relation to the provision and operation of the Services. Subject to limitation of our liability as set out in Clause 25 to 37, we remain liable to you for the gross negligence or willful default of any agents, service providers or sub-contractors appointed by us under this clause as if we performed the relevant Services ourselves.

  48. We may, at any time, assign or transfer any or all of our rights and obligations to any person without your agreement.

  49. You are not allowed to assign or transfer any of your rights or obligations to any person unless with our prior written agreement.

  50. The Blockchain may experience, inter alia, backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol. we do not own or control the Blockchain and are not responsible for the operation of the Blockchain network and make no guarantees regarding the network’s security, functionality, or availability.

  51. Because netnote is a ERC20 token, it may be compatible with software or other technology provided by third-party. we does not guarantee the security or functionality of any third-party software or technology and is not responsible for any losses of NetNote due to the failure of third-party software or technology.

  52. These Terms and Conditions do not disclose all of the risks associated with using or transacting in netnote or SKR. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you in light of your circumstances and financial resources.

  53. We are not giving, or purporting to give, tax advice, legal advice or other professional advice by allowing you to use the App and the Site . No material on the Site, including FAQs or blogs, shall be considered tax advice, legal advice or investment advice.

  54. You acknowledge and agree that you shall access and/or use the Site, the Noteapp or the Services at your own risk.

  55. You understand and agree that your use of the Services and the Noteapp and any content contained therein is at your sole risk and that the Services and the Noteapp and the content contained therein are provided on an “as is” and “as available” basis.

  56. You are solely responsible for the way you use, store, and back up your information and data relating to your digital assets (SKR, Netnote) in connection with the netnote ecosystem.

  57. You are solely responsible for maintaining the confidentiality of your Credential, and in general of any means to secure your personal and private access to your accounts using the Noteapp, as well as restrictions on access to your computer and other equipment.

  58. To the extent permitted by applicable law, you agree to be responsible for all activities that have been conducted from your account or with your Credential.

  59. You must take all necessary steps to ensure that your Credential remains confidential and secured.

  60. In the event of any inconsistency between this English version of the Terms and Conditions and any other language translation, the English version shall prevail.

Definitions

"Architect" - entity published on https://netnote.app/institution under the Architect list.

"Blockchain" - Ethereum Network

"Client" - client of Custodian.

"Credential" - Email address, username, ERP, VSP, password.

"Custodian" - entity published on https://netnote.app/institution under the Custodian list.

"ERP" - Encrypted Restore Phrase.

"Issuer" - entity published on https://netnote.app/institution under the Issuer list.

"Mobile Devices" - any devices operating with Android or IOS operating system.

"Noteapp"- web-based and mobile applications provided by Netnote Classic Inc.

"Notetizen" - person that has successfully activated the Notevault.

"Institution" - Custodian, Issuer and Architect published on https://netnote.app/institution.

"Services" - the functions/features available on the Noteapp.

"Site" - website with the address of https://netnote.app or https://www.netnote.app .

"VSP" - Vaultkey Seed Phrase.