Terms of Use for Tofee

Last Updated: 23rd November, 2023

These Terms of Use (the “Terms,” “Terms of Use” or “Agreement”) set forth the general terms and conditions of your use of the https://tofee.io website (the “Website”), Tofee mobile application (the “ Tofee”) and any of their related products and services (collectively, “Services”). This Agreement is legally binding between you (the “User”, “you” or “your”) and Neoma Ventures FZCO (“Neoma Ventures FZCO”, “we”, “us” or “our”). If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Services. By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and Neoma Ventures FZCO, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

1. User Eligibility and Account Security

1.1 Minimum Age Requirement: You must be at least 16 years of age to use the Services. By agreeing to this Agreement, you represent that you are at least 16 years old.

1.2 Account Responsibility: If you create an account for the Services, you are responsible for maintaining its security. You are fully responsible for all activities that occur under the account and any actions taken in connection with it.

2. Accuracy of Information and Service Modifications

2.1 Information Accuracy: We make reasonable efforts to ensure that information provided on the Services is accurate. However, we cannot guarantee the complete accuracy of this information. This includes but is not limited to product descriptions, pricing, and availability.

2.2 Corrections and Updates: We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice.

2.3 Changes to Services: We may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any Service feature, database, or content. We will make reasonable efforts to inform you of significant changes to the Services.

3. Blockchain Network Reliance

3.1 Dependence on Network Integrity: You understand that Tofee relies on the integrity and accuracy of the underlying blockchain networks. Neoma Ventures FZCO is not responsible for disruptions, errors, or delays caused by the underlying blockchain networks.

3.2 Network Changes: You acknowledge that blockchain networks are subject to changes and forks, which may materially affect the functionality and availability of the Tofee. Neoma Ventures FZCO is not responsible for any loss or damage caused by such network changes.

4. Cryptocurrency Transactions

4.1 Nature of Transactions: When you engage in cryptocurrency transactions using Tofee, you are interacting with blockchain networks. These transactions are irreversible, and we do not have the ability to reverse any transactions on the blockchain.

4.2 Network Fees: You understand that all transactions on the blockchain require network fees (gas fees) that are not controlled by or associated with Neoma Ventures FZCO. These fees are determined by the network and may fluctuate significantly.

4.3 Independent Relationship: You acknowledge that Neoma Ventures FZCO is not a broker, financial institution, or creditor. The Services are an administrative platform only. Neoma Ventures FZCO facilitates transactions between the user and the blockchain but does not have custody or control over your funds.

5. Digital Asset Risk

5.1 Asset Volatility: You acknowledge that cryptocurrency and blockchain technology is highly volatile and that using or holding digital assets carries inherent risks. You assume full responsibility for these risks and for the management of your own digital assets.

5.2 Regulatory Uncertainty: Cryptocurrency is subject to a complex and evolving regulatory environment. You understand that changes in regulations or law enforcement actions may materially affect the use, transfer, exchange, and value of digital assets.

5.3 Technical Complexity: You are aware of and understand the technical complexity of cryptocurrencies and blockchain technology. You assert that you have the requisite knowledge and experience to use and understand these technologies.

6. Token Interactions and Third-Party Protocols

6.1 Smart Contract Usage: You understand that Tofee enables interaction with third-party protocols via smart contracts, and these protocols are not owned, controlled, or operated by Neoma Ventures FZCO.

6.2 Protocol Risks: Interactions with these protocols may carry risks, including but not limited to, smart contract vulnerabilities, data loss, and asset theft. Neoma Ventures FZCO is not responsible for any loss or damage incurred as a result of interacting with third-party protocols.

6.3 Token Transactions: You acknowledge that sending, receiving, buying, or selling tokens involves significant risks, including unfavorable regulatory intervention, market manipulation, or loss of funds. Neoma Ventures FZCO is not liable for any such risks or adverse outcomes.

7. Service Availability and Changes

7.1 Service Modification: Neoma Ventures FZCO reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice at any time. You agree that Neoma Ventures FZCO will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

7.2 Availability: While we strive to ensure the Services are available most of the time, we cannot guarantee uninterrupted service due to reliance on blockchain networks and the need for periodic maintenance, updates, and upgrades.

8. Limitations of Tofee

8.1 Not a Storage Service: You acknowledge that the Tofee is not a storage service for holding digital assets. It is a tool for transacting and managing digital assets on various blockchain networks.

8.2 No Backup of Keys: Neoma Ventures FZCO does not store backup copies of your private keys or any other information necessary to access your digital assets. You are solely responsible for storing and backing up such information.

9. Security Risks

9.1 Security of Your Wallet: You are solely responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold digital assets accessed through the Tofee, including any private key(s), seed phrase(s) or other credentials necessary to access such storage mechanism(s).

9.2 Unauthorized Access: We are not responsible for any losses, costs, or expenses relating to lost or stolen private keys or credentials, nor are we responsible for unauthorized access to your Tofee account.

10. Compliance with Laws

10.1 Legal Compliance: You are responsible for complying with all applicable laws related to your use of the Tofee, including, without limitation, laws relating to financial services, money laundering, and sanctions programs.

10.2 Reporting Obligations: You may be subject to reporting requirements and taxes in your jurisdiction arising from your use of the Tofee. It is your responsibility to report and remit the correct tax amounts to the appropriate authorities.

11. No Fiduciary Duties

11.1 Nature of Relationship: This Agreement does not create a fiduciary relationship between you and Neoma Ventures FZCO. Neoma Ventures FZCO owes no fiduciary duties to you, including but not limited to, the duty to act in your best interests or to disclose material information.

11.2 Independent Decision Making: Your decision to access and use the Services is made independently by you, without reliance on Neoma Ventures FZCO. You are responsible for ensuring that your use of the Services aligns with your personal risk tolerance and financial circumstances.

12. Third-Party Content and Services

12.1 General: You may encounter third-party content (including, without limitation, advertisements) or services ("Third Party Content and Services") while using the Tofee. The use of such Third Party Content and Services is at your own risk. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such Third Party Content and Services.

12.2 Interaction with Third Parties: Your dealings with third-party providers of Third Party Content and Services are solely between you and such third parties. Neoma Ventures FZCO is not responsible for any loss or claim that you may have against any such third party.

12.3 Risks and Disclaimers: You acknowledge that Third Party Content and Services may be subject to the third party's terms and conditions, and the third party may have access to your data as required for the interoperation of their services with the Tofee. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third Party Content and Services, or your reliance on the privacy practices or other policies of third-party providers.

13. Prohibited Uses

13.1 Compliance with Laws: You agree to use the Tofee in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you use the Tofee.

13.2 Misuse of Services: You may not use the Tofee to violate any law, statute, ordinance, or regulation, nor to infringe on our rights or the rights of others. Prohibited activities include, but are not limited to, (a) sending or storing infringing, obscene, threatening, or otherwise unlawful material, (b) attempting to compromise the integrity or security of the Tofee or any related systems, and (c) interfering with another user's use and enjoyment of the Tofee.

13.3 Intellectual Property Violation: You may not use the Tofee to infringe on the intellectual property rights of others, including copying, distributing, or disclosing any part of the Tofee in any medium.

14. Intellectual Property Rights

14.1 Ownership by Neoma Ventures FZCO: The Tofee and all rights therein, including intellectual property rights, are and shall remain our property or the property of our licensors. Neither this Agreement nor your use of the Tofee conveys or grants to you any rights in or related to the Tofee, except for the limited license granted below.

14.2 Limited License: We grant you a limited, non-exclusive, non-transferable, and revocable license to use the Tofee for its intended purpose, subject to your compliance with this Agreement. This license does not include any resale or commercial use of the Tofee or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Tofee or its contents; or any use of data mining, robots, or similar data gathering and extraction tools.

14.3 Trademarks: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Neoma Ventures FZCO, including " Tofee", are the property of Neoma Ventures FZCO. This Agreement does not grant you any rights to use any such brand features.

15. Disclaimer of Warranty

15.1 Service "As Is": The Tofee and its related Services are provided on an “as is” and “as available” basis. Neoma Ventures FZCO disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15.2 No Guarantee of Service: We do not warrant that the Services will function uninterrupted, be secure, or be available at any particular time or location. We make no warranties as to the reliability, accuracy, or quality of any information or services provided through the Tofee.

16. Limitation of Liability

16.1 Limitation of Damages: To the fullest extent permitted by applicable law, in no event will Neoma Ventures FZCO, its affiliates, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of, or inability to access or use, the Services.

16.2 Cap on Liability: The total liability of Neoma Ventures FZCO, its affiliates, directors, employees, agents, suppliers, or licensors, for any claim under these Terms, including for any implied warranties, is limited to the amount you paid us to use the applicable Service(s) or the Service(s) that caused the damage.

17. Indemnification

17.1 Your Indemnification Obligations: You agree to defend, indemnify, and hold harmless Neoma Ventures FZCO, its affiliates, officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from (a) your use of and access to the Tofee; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, trademark, privacy or other personal or proprietary right; or (d) any claim that your actions caused damage to a third party.

17.2 Defense and Settlement: Neoma Ventures FZCO reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Neoma Ventures FZCO.

18. Temporary Suspension and Termination

18.1 Right to Suspend or Terminate: We reserve the right to suspend or terminate your access to the Services at any time, without notice, for conduct that we believe violates this Agreement or is harmful to other users of the Tofee, to Neoma Ventures FZCO, to third-party service providers, or to the public.

18.2 Effect of Suspension or Termination: Upon suspension or termination, your right to access or use the Tofee immediately ceases, and we may immediately deactivate or delete your account and all related information and files in your account.

19. Binding Arbitration and Class Action Waiver

19.1 Arbitration Agreement: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

19.2 Class Action Waiver: You and Neoma Ventures FZCO agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Neoma Ventures FZCO agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

20. Miscellaneous

20.1 Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of the United Arab Emirates, without regard to its conflict of law principles.

20.2 Assignment: You may not assign this Agreement or any of your rights or obligations hereunder without the prior written consent of Neoma Ventures FZCO. Neoma Ventures FZCO may freely assign this Agreement.

20.3 Entire Agreement: This Agreement, together with any amendments and any additional agreements you may enter into with Neoma Ventures FZCO in connection with the Services, shall constitute the entire agreement between you and Neoma Ventures FZCO concerning the Services.

21. Changes to the Agreement

21.1 Right to Modify: We reserve the right, at our sole discretion, to modify or replace this Agreement at any time. Changes do not operate retroactively and will become effective immediately upon being posted on the Services.

21.2 Notification of Changes: It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes

22. Privacy Policy

22.1 Data Protection: Your privacy is important to us. Our Privacy Policy, available at https://tofee.io/privacy-policy, is hereby incorporated into this Agreement by reference. Please read the Privacy Policy carefully to understand how we collect, use, and disclose your personal information.

22.2 Modification of Privacy Policy: We reserve the right to modify the Privacy Policy at any time, in our sole discretion. Such modifications will be effective immediately upon posting the updated Privacy Policy at https://tofee.io/privacy-policy. We will endeavor to provide notice of these changes in accordance with the procedures outlined in the Privacy Policy.

23. Contact Information

23.1 Customer Support: If you have any questions or concerns regarding these Terms, please contact us at contact@tofee.io.

23.2 Communication Method: All communication with us should be directed to the contact details provided in this section. We will endeavor to respond to queries or concerns as quickly as possible.