Terms of Service

Last Updated: November 10, 2023

Scope

These Terms and Conditions (“T&Cs”) of Nocturne Labs, Inc., 3575 Kenyon St., Suite 200, San Diego, CA 92110 (“Nocturne”) apply to and govern (i) the User's use of Nocturne's website https://app.nocturne.xyz (“Website”), (ii) the User's use of user interface and software made available on the Website (including all related software functions), and (iii) the User's use of Nocturne's MetaMask Snap (collectively, the “Software”).

With the Software, Nocturne provides a user interface (UI) to enable the User to execute privacy friendly, self-hosted Transactions (as defined below) on the Blockchain (as defined below) using the Nocturne Protocol (as defined below). The execution of the Transactions, the operation of the Blockchain, the operation of the MetaMask self-custodial wallet, and the operation of the Nocturne Protocol are not part of the Software.

The provision of the Software by Nocturne is intended to protect the User's privacy for everyday transactions, such as payroll or donating to social causes. The Software shall not be used in connection with money laundering, financing illicit activities, Sanctions evasion or any other unlawful purposes. Terms and conditions of the User shall not apply, even if Nocturne has not expressly objected to their application in individual cases.

By clicking the respective button before connecting their Wallet to the Website or installing the Nocturne MetaMask Snap, the User accepts the T&Cs in a legally binding manner. By using the Software, the User confirms that the User has read the T&Cs and fully agrees to them. If this is not the case, the use of the Website and the Software by the User is not permitted.

IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND NOCTURNE, INCLUDING AN ARBITRATION AGREEMENT IN SECTION 19 BELOW. THESE TERMS OF SERVICE OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH NOCTURNE ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH BINDING AND FINAL ARBITRATION. YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Definitions

In these T&Cs, the following terms shall have the meanings assigned to them herein:

“Applicable Law” means all laws, rules, treaties, regulations, and administrative orders applicable to the User using the Software.
“Blockchain” means the Ethereum blockchain.
“Crypto Assets” means digital assets, representing any kind of digital value that are based on the Blockchain, often referred to as tokens or coins.
“MetaMask Snap” means the software added to the User's existing MetaMask self-custodial Wallet that allows the User to access the Software from within the MetaMask user interface.
“Nocturne Protocol” means smart contracts, i.e., automated, and self-executing computer code, allowing Users—through self-hosted wallets—to engage with the Blockchain anonymously and which were developed by Nocturne but are neither operated nor controlled by Nocturne.
“Private Key” is a cryptographic key necessary to dispose of Crypto Assets and that can prove ownership of Crypto Assets.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or her Majesty's Treasury of the United Kingdom, or authorities in any country in which the Company does business.
“Sanctioned Person” means (a) any person or entity listed at such time in any Sanctions-related list of designated persons maintained by OFAC or the U.S. Department of State or by the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or similar lists maintained by governments in any jurisdiction in which the Company does business, (b) any person or entity operating, organized or resident in a location that is subject to comprehensive Sanctions administered by OFAC at such time (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) ,or (c) any entity 50% or more owned by any such person or entity described in the foregoing clauses (a) or (b) at such time.
“Transaction” means a transaction on the Blockchain which is executed by the User via their self-hosted Wallet using the Nocturne Protocol and for which the Software prepares transaction data.
“User” means a person or legal entity entering into these T&Cs with Nocturne.
“Wallet” means software or another system that allows the Users to manage their Private Keys and to dispose of Crypto Assets assigned to them. Specifically, any value is the property of the User and is stored in the wallet while the User has total independent control over the value.

User Requirements

3.1 The User assures and warrants that the User has the right, authority, and capacity to enter the T&Cs on behalf of himself/herself or the entity which the User represents.

3.2 The offer and use of the Software is directed exclusively at and is only permitted to (i) natural persons who have reached the age of eighteen (18) or (ii) legal entities.

3.3 The User requires a state-of-the-art internet browser and an internet connection to use the Software. The User shall be obliged to keep his/her browser and the device used to access the Website up to date.

3.4 The User shall not access or use the Software if the User is prohibited from doing so, whether by Applicable Law or under these T&Cs.

3.5 The User shall not access or use the Software if the User is or becomes a citizen or resident of the United States of America or is or becomes included on a Sanctions or restricted or prohibited list of the United States of America, the European Union or any of its member states, or the United Kingdom, and/or is physically located in countries including but not limited to the following countries or territories: Afghanistan, Belarus, Central African Republic, Crimea, Cuba, Dubai, Eritrea, Iran, Iraq, Lebanon, Libya, Myanmar, North Korea, Russia, Somalia, Syria, Sudan, the Donetsk and Luhansk regions of Ukraine, Russia, and the United States.

Functionalities of the Software

4.1 The Software prepares transaction data in order to enable the User to execute anonymized Transactions on the Blockchain via the User's Wallet using the Nocturne Protocol. The Software does not control the Wallet, i.e., the Software does not transfer any Crypto Assets or execute Transactions. The features of the Software are further described on the Website.

4.2 Nocturne does not buy, sell, transfer, hold, take custody, or receive Crypto Assets from, to or of the User. All Transactions which Users execute by using their Wallets are transactions to or from the User, but not to or from Nocturne. The transactions are not routed via the Software and the Software does not play a role in the interaction between the User and the Nocturne Protocol.

4.3 Nocturne makes available the Software only to Users, as defined above, but Nocturne does not itself provide Users the anonymization of Transactions and assumes no responsibility for the anonymizations.

4.4 The Software does not store, hold, take custody, receive, or otherwise process any Crypto Assets and does not function as a Wallet.

4.5 Nocturne does not offer or provide any investment advisory or brokerage services in connection with the Software and does not offer or provide any investment advice, tax advice or legal advice.

Provision of the Software, Licenses

5.1 The Software is provided as a service (SaaS) via the Internet and Nocturne makes the Software available for use by Users via the Website and MetaMask Snap. The Software is not delivered to the User and no rights to receive Software, whether as source code or object code, are granted. Nocturne grants to the User a simple (non-exclusive), non-transferable, non-sublicensable right to access and use the Software via the Internet in accordance with these T&Cs.

5.2 For the avoidance of doubt: The User does not receive the right to read, receive, or edit the Software.

5.3 The entire content of the Software, including but not limited to Nocturne's logo and all designs, texts, graphics, images, information, data, software, sound files, other files as well as their selection and arrangement is and remains the property of Nocturne, affiliated entities, or third-party licensors. Nocturne reserves all rights not expressly granted herein.

5.4 Nocturne reserves the right to adapt, improve, expand, change, modify, and delete the Software in whole or in part on an ongoing basis to improve the User's experience or for other business purposes. Nocturne further reserves the right to discontinue the Software or any portion thereof at any time at Nocturne's sole and reasonable discretion.

5.5 In the event that the Software is expressly provided for testing and evaluation purposes only, the User acknowledges that the Software may not operate with full functionality.

5.6 The User acknowledges that all enhancements provided by Nocturne are the sole property of Nocturne or third parties, even if they result from requests or reports from the Users, and the User has no rights to any requests or reports made. By submitting feedback, the User agrees that Nocturne is free to use such feedback at its discretion and without additional compensation to the User and to disclose such feedback to third parties (whether on a non-confidential basis or otherwise).

5.7 Nocturne shall enable the use of the Software within the framework of the current state of the art. Nocturne reserves the right to temporarily restrict access to the Software or the possibility of using it in whole or in part if this is necessary due to capacity limits or the security or integrity of the Software or in order to carry out technical measures that serve the proper provision or improvement of the Software (e.g., for maintenance work).

5.8 Nocturne is not obliged to provide updates or upgrades for the Software or to adapt the Software in any other way to possible changes in hardware and/or software (in particular operating systems).

User's Wallet

6.1 The User requires a Wallet for use of the Software. Nocturne does not offer a Wallet to Users and is not obliged to do so.

6.2 The use of the Software requires the User to connect the Wallet to the Software.

6.3 Nocturne may be accessed through a “MetaMask Snap.” MetaMask is a free, open-source, non-custodial wallet developed by ConsenSys AG. Nocturne does not control or operate MetaMask.

6.4 The User shall treat the Wallet, associated passwords, access data, the Private Key and any recovery identifiers (seeds) (together and individually the “Wallet Access Data”) confidentially. Insofar as the User has access to the Wallet Access Data, the User is responsible for securing it against access by third parties by means of appropriate technical and organizational measures.

6.5 The User is aware that anyone who has access to the Wallet Access Data may misuse the Wallet. The User must at any times store Wallet Access Data in a secure manner and shall prevent any exposing of Wallet Access Data while entering the Wallet Access Data. If the User gains knowledge of or could have known that another person has access to Wallet Access Data, the User shall immediately change the Wallet Access Data concerned or secure the respective Crypto Assets.

6.6 The User bears sole responsibility for the Wallet and the Wallet Access Data. The User is aware that the loss of control over the Wallet may lead to the loss of Crypto Assets, or to the rights to a Crypto Asset no longer being able to be proven and that Crypto Assets can no longer be disposed of.

6.7 Nocturne has neither access to nor influence on the Wallet, Wallet Access Data, or Crypto Assets of the User. Nocturne therefore bears no responsibility whatsoever for the Wallet and the User's Crypto Assets. In particular, Nocturne is not able to recover access to Crypto Assets if the User loses the Wallet Access Data.

6.8 The User is solely responsible for all actions taken by his/her Wallet connected to the Software, whether authorized by the User or not. Due to the non-custodial and decentralized nature of the Blockchain and the Nocturne Protocol, Nocturne is not an intermediary, agent, advisor, or custodian, and has no fiduciary relationship or obligation to the User regarding any decision or activity of the User.

6.9 Nocturne will not contact or communicate with the User or accept contact or communications from the User except via Discord, Nocturne cannot verify the authenticity of any contacts or communications with the User from any other source, and contacts or communications with the User from any other source may be used as a phishing or other attack on the User. The User agrees that Nocturne shall have no liability for losses resulting from the User's communication or contacts with any third parties, including those resulting from phishing attacks.

Obligations of the User

7.1 Prohibited Use: The User shall not:

use the Software for money laundering, terrorism financing, tax or Sanctions evasion or other illegal activities and, in particular breach section 16 (Prevention of money laundering, terrorist financing and violations of financial Sanctions);
use the Software to cause Nocturne to violate Sanctions, money laundering, or terrorism financing laws and other illegal activities;
reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code, object code or underlying structures, ideas, know-how or algorithms relevant to the Software or data associated with the Software, disassemble, or otherwise attempt to discover any of its components;
make any modifications to the Software, create any translations of the Software, or create any derivative works based on the Software;
use the Software for the benefit of any third party in violation of the T&Cs
take any measures aimed at circumventing technical protection measures of the Software, in particular attempts to overcome or circumvent the security mechanisms of the Software or to disable them in any other way, to use computer programs that enable the automatic reading of data, or use/implement and/or disseminate viruses, scripts, trojan horses, worms, malware, timebombs, brute force attacks, spam, or other harmful components, programs or procedures that are suitable to harm Nocturne, the Software and/or other Users;
engage in or promote illegal activities, in particular fraudulent activities;
use the Software improperly or against the Applicable Law of the country in which the Software is provided or used;
use the Software in any jurisdiction or country if that use would subject Nocturne to any requirement of registration or authorization in such jurisdiction or country; or
use, employ, or operate bots or other forms of automation, or any techniques to modify the User's internet protocol address (including use of a Virtual Private Network (VPN)) or otherwise circumvent the above restrictions, when using the Software.

7.2 The User shall take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Software.

7.3 The User shall cooperate with Nocturne in the event of any government investigation or inquiry.

7.4 The User bears sole responsibility for the payment of taxes incurred by the User in connection with the use of the Software. The User is aware that exchanging or trading Crypto Assets may constitute taxable income under the applicable tax legislation.

Daily Limits

8.1 The value of Crypto Assets deployed into the Nocturne Protocol per User shall be restricted to the equivalent of $200,000 USD per day (“Daily Limit”), with the conversion rate used to calculate the equivalent amount set by the market rate for each asset deposited as reported on Coinbase.com (or for assets not quoted on Coinbase.com, any other commercially reasonable quotation source as determined by Nocturne) as of 5 PM UTC each day.

8.2 The User shall not exceed the Daily Limit and shall not try to circumvent it, e.g., by using more than one Wallet. Nocturne reserves the right to implement technical measures and monitoring to ensure the User's compliance with the Transaction Threshold.

Remuneration

9.1 The User shall pay 0.03% of the amount of a Transaction, including applicable VAT, to Nocturne (“User Fee”). The Nocturne Protocol executes this payment automatically. Nocturne reserves the right to change the fee in the future.

9.2 Apart from the User Fee for the use of the Software, the Website is free of charge.

Consequences of Misuse

10.1 If there is a reasonable suspicion that the User is creating a risk or possible legal liabilities or not acting in accordance with the T&Cs, Nocturne may limit, suspend, or terminate the User's access to the Software, or portions thereof, and/or take technical and legal steps to prevent the User from accessing or using the Software, in particular, but not limited to, a case of:

a breach of section 3.2, 3.4, or 3.5 (User Requirements);
a breach of section 7.1 (Prohibited Use);
a breach of section 8.2 (Transaction Threshold); or
a breach of section 16 (Prevention of Money Laundering, Terrorist Financing and Violations of Financial Sanctions).

10.2 This shall be without prejudice to further legal remedies available to Nocturne under Applicable Law, including, without limitation, the initiation of civil and criminal proceedings and claims for damages by Nocturne against the User.

Warranties

11.1 YOUR USE OF THE SOFTWARE AND/OR NOCTURNE PROTOCOL IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE NOCTURNE PROTOCOL, SOFTWARE, AND ANY MATERIALS, AND ANY RELATED CONTENT, AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOCTURNE MAKES EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE PLATFORM, SERVICES, MATERIALS, RELATED CONTENT, OR THIRD-PARTY CONTENT RELATING TO THE QUALITY, SUITABILITY, OPERABILITY, RELIABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, COMPLETENESS, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT. WHILE WE ATTEMPT TO MAKE YOUR USE OF OUR SOFTWARE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SOFTWARE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES. NOCTURNE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF ANY RELATED CONTENT OR THIRD-PARTY CONTENT INCLUDING BUT NOT LIMITED TO ANY LOSS, DAMAGE OR CLAIM ARISING FROM: (I) USER ERROR SUCH AS INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE, SOFTWARE, NOCTURNE PROTOCOL OR BLOCKCHAIN. ANY WARRANTIES MADE BY NOCTURNE ARE FOR THE BENEFIT OF THE USER OF THE SOFTWARE ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY.

11.2 NOCTURNE DOES NOT GIVE ANY WARRANTY OF ANY KIND REGARDING THE EXECUTION OF ANY TRANSACTIONS OR THE PERFORMANCE OF THE NOCTURNE PROTOCOL OR THE INTERACTIONS OF THE USER WITH THE BLOCKCHAIN.

11.3 Nocturne shall be entitled but not obliged to make available an updated version of the Software to remedy defects. The User shall be obliged to use the most up-to-date version of the Software at all times.

11.4 Nocturne neither warrants nor guarantees that Nocturne will continue to provide the Software indefinitely. Any promises to the contrary purported to be made by Nocturne's employees or otherwise on behalf of Nocturne are invalid.

11.5 When a new version of the Software is released, all previous versions will lose their validity and will be overwritten by the update. These T&Cs shall govern any update and upgrade that replaces or supplements the original Software.

Termination

12.1 The User can terminate the agreement between the User and Nocturne for use of the Software in accordance with the T&Cs (the Agreement) at any time by disconnecting the User's Wallet from the Software and/or uninstalling the Nocturne MetaMask Snap.

12.2 Nocturne may terminate the Agreement at any time without notice by suspending the Software and ceasing to offer and/or support the Software or a part thereof.

12.3 Without prejudice to the foregoing provisions, either Nocturne or the User may terminate the Agreement for good cause. A good cause on Nocturne's side shall be, in particular, but not limited to, if one or more of the following events occur:

a breach of section 3.2, 3.4, and 3.5 (User Requirements).
a breach of section 7.1 (Prohibited Use).
a breach of section 8.2 (Transaction Threshold).
a breach of section 16 (Prevention of Money Laundering, Terrorist Financing and Violations of Financial Sanctions).
Nocturne is required by law or order of an authority or court to terminate the provision of the Software, for example because a financial supervision authority or another authority or a court demand Nocturne to terminate the provision of the Software.
Nocturne is unable to operate the Software for an extended period of time for reasons beyond Nocturne's control.
The provision of the Software becomes otherwise impossible or economically unreasonable for legal or factual, in particular technical, reasons.

12.4 The User acknowledges that a termination of the Agreement does not affect (i) the Wallet, (ii) the Blockchain or (iii) the User's Crypto Assets.

12.5 The parties agree that those provisions that by their nature are intended to survive the termination of the Agreement shall survive the termination.

Liability

13.1 The User acknowledges that legal regulations in the areas of blockchain-based services, cryptocurrencies and Crypto Assets may change, and that new regulations or guidelines may develop. New or changing regulations or interpretation of existing laws and regulations may adversely affect the qualification and/or transfer and/or viability and/or value of Crypto Assets and the Software in the future and Nocturne's future development solutions. Nocturne shall not be liable for any losses that the User may incur as a result of such possible developments and the consequences, if any, thereof for Nocturne, Crypto Assets and/or their benefit and value, if any.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, BUSINESS, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE PARTIES' ACTIONS AS CONTEMPLATED UNDER THESE T&Cs OR THE SERVICES OR PLATFORM, OR ANY AND ALL MATERIALS, RELATED CONTENT, AND DIGITAL COLLECTIBLE, WHETHER RESULTING FROM CLAIMS BASED IN STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, AND EVEN IF A PARTY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

13.3 The above limitations of liability also apply in the case of the fault of a vicarious agent of Nocturne as well as for the personal liability of the subsidiaries and affiliates, and each of their respective parents, officers, directors, employees, affiliates, agents, licensors, and service providers, and subcontractors of Nocturne.

Indemnification

To the fullest extent permitted by applicable law, each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party (the “Indemnified Party”) from and against any and all third-party losses, liabilities, claims, demands, damages, expenses or costs (including attorneys' fees and costs of defense) (“Claims”) arising out of, alleging, or in connection with the Indemnifying Party's breach of this Agreement, violation of Applicable Law or legal rights of a third party, or other wrongful conduct. The Indemnified Party will cooperate with the Indemnifying Party in defending such Claims, including providing prompt notice of such Claims. The Indemnifying Party will have control over the defense and any settlement of the Claims but shall not enter into any settlement requiring payment, admission of wrongdoing, or other action by the Indemnified Party without the Indemnified Party's written consent.

Assumption of Risk

The User accepts and acknowledges that:

Nocturne cannot control or influence the transaction of the User's Crypto Assets. Transactions and storage of Crypto Assets on the Blockchain is processed by participants of the Blockchain. Due to the lack of control and influence, Nocturne is therefore not responsible for the existence, security, or maintenance of the Blockchain and in particular bears no responsibility for the functioning or availability of the Blockchain, the Nocturne Protocol or Crypto Assets. In the event of a wrong or erroneous transaction, Nocturne cannot make any corrections or reversals of transactions or the Blockchain. Before executing a Transaction via a User's Wallet, the User is obliged to verify the parameters of the Transaction;
The existence and functioning of the Crypto Assets are dependent on the Blockchain, which Nocturne cannot influence. For example, Nocturne cannot influence that Crypto Assets are properly stored, retrievable, or functional. Nocturne is not liable for the existence, security, custody, interoperability, or maintenance of Crypto Assets. In particular, in the event of a transaction of Crypto Assets to an incorrect address, Nocturne is neither able nor obliged to return the Crypto Assets to the User;
The Blockchain on which the Nocturne Protocol is deployed is based on open-source software, which means that anyone can use, utilize, and build on top of it and that the underlying Blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” and Nocturne has no obligation or ability to support all such forks, some of which Nocturne may support in its sole discretion;
Nocturne does not owe any advice to the Users with respect to the Software, transactions of Crypto Assets or functions of the Blockchain and Nocturne Protocol. Any decisions on how to interact with the Nocturne Protocol and/or the Blockchain shall be made by the User on his/her own responsibility. Nocturne cannot and will not provide the User with any binding information on future price developments, tradability, market developments or similar economic forecasts. All information on usage options and the Crypto Assets, in particular information on price developments, serve informational purposes only and are general comparative values which do not relate to the price development of the specific Crypto Asset. They are non-binding indicators. Nocturne gives no assurance or warranty with regard to forward-looking statements;
Transactions on the Blockchain may be subject to Blockchain-based fees, such as those commonly referred to as “gas” or “transaction fees.” Such Blockchain-based fees are the responsibility of the User and cannot be influenced by Nocturne;
Nocturne is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., Wallet, smart contract), the Blockchain or other third-party service or infrastructure, including Wallets and MetaMask, or any other features of the Software. Nocturne is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the Blockchain including forks, technical node issues or any other issues having fund losses as a result;
There are risks associated with using internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to the User's Wallet. The User accepts and acknowledges that Nocturne will not be responsible for any communication failures, disruptions, errors, distortions or delays the User may experience when using the Software, Nocturne Protocol, or Blockchain, however caused;
The Software relies on third-party platforms and/or vendors. If Nocturne is unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if Nocturne violates or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Software may suffer;

15.2 If the User has a dispute with one or more other users of the Software, THE USER RELEASES NOCTURNE FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, THE USER EXPRESSLY WAIVES ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH THE USER MAY KNOW OR SUSPECT TO EXIST IN THE USER'S FAVOR AT THE TIME OF AGREEING TO THIS RELEASE;

Prevention of Money Laundering, Terrorist Finance and Violations of Financial Sanctions

16.1 The User represents and warrants that:

the Software will not be used in any illegal manner or for any illegal purposes, in particular not for any purposes related to money laundering, predicate offenses of money laundering, terrorist financing or other activities that violate applicable law,
the User does not use any proceeds from illegal activities for transactions made in connection with the Software, and
no transactions made in connection with the Software will be used to facilitate or engage in illegal activities, in particular activities related to money laundering, predicate offenses of money laundering, terrorist financing, Sanctions evasion, or other activities that violate applicable law.

16.2 The User represents and warrants that, at the time of any use of the Software, no criminal or regulatory investigations are pending against the User or—where the User is not a natural person—against any of the User's affiliates, members of its managing or supervisory body, other senior executives, or shareholders in connection with the User's business activities.

16.3 The User represents and warrants that, at the time of any use of the Software:

the User is not a citizen or resident of the United States of America, or Dubai.
the User is not included on a Sanctions list of the United States of America, the European Union or any of its member states, or the United Kingdom, nor any Sanctions list in the countries in which it is a citizen, resident, or does business.
the User is not physically located in any of the following countries or territories: Afghanistan, Belarus, Central African Republic, Crimea, Cuba, Dubai, Eritrea, Iran, Iraq, Lebanon, Libya, Myanmar, North Korea, Russia, Somalia, Syria, Sudan, the Donetsk and Luhansk regions of Ukraine, Russia, and the United States.
the User is neither acting (i) indirectly (e.g., as proxy or agent) on behalf of a natural or legal person included on a Sanctions list referred to in section (a), or (ii) directly or indirectly transfers assets of any kind to a natural or legal person included on a Sanctions list referred to in section (a).
where the User is not a natural person—no shareholder of the User who directly or indirectly holds more than 25 per cent of its shares is included on a Sanctions list referred to in section (a).
the User understands and abides by U.S. Sanctions and the Sanctions of the country in which the User conducts business.
the User will not engage in any action or use Nocturne Software in any way that would cause Nocturne to violate U.S. Sanctions or the Sanctions of the country in which it is a citizen, resident, or conducts business, including providing Nocturne Software to any person in any country subject to comprehensive Sanctions by the United States or any country subject to U.S. Export Administration Regulations and/or any party on a Sanctions list.
the User will notify Nocturne if user is placed on a Sanctions list or otherwise has reason to believe it may have violated Sanctions and shall cooperate with Nocturne to comply with Nocturne's legal obligations.

16.4 Should any of the aforementioned events occur, the User undertakes, to the extent permissible, to immediately notify Nocturne and to immediately suspend all transactions using the Software and/or the Website immediately until the event has ceased.

16.5 The User—where the User is not a natural person, the representative of the User on behalf of the User—confirms that the User is acting exclusively in the User's own economic interest.

16.6 The User is aware that Nocturne will monitor transactions made in connection with the Software and that Nocturne may be legally obliged to report information to responsible authorities. Nocturne retains and may report details such as the User's IP address, network data usage and transaction information generally available on the blockchain.

Privacy

Nocturne's privacy policy can be found at https://nocturne.xyz/privacy-policy and is incorporated into these T&Cs by reference.

Amendments of the T&Cs

Nocturne may amend or modify these T&Cs at any time, and User agrees to both periodically review these T&Cs for potential changes and accept any such amendments or modifications provided that: (a) the User may be required to accept the modified T&Cs in order to continue using the Software, and if not accepted the Agreement will terminate; and (b) any such modification will apply only prospectively, and will not apply to any breach or dispute that arose prior to the effective date of the modification.

Miscellaneous

19.1 The T&Cs and the Agreement and their interpretation and any non-contractual obligations arising out of or relating to them are subject to the United States' substantive law without reference to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

19.2 Should one or more provisions of the T&Cs be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the T&Cs. In place of any provisions which are invalid or not incorporated in the T&Cs the statutory provisions shall apply. In all other cases, the parties shall agree on a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the T&Cs does not have precedence or is not possible. The same applies in case of lacunas.

19.3 CHOICE OF LAW AND ARBITRATION. This Agreement, and all claims or causes of action (whether in contract, tort, statute, or otherwise) that may be based on, arise out of, or relate to this Agreement, or the negotiation, execution , or performance of this Agreement (including any claim or cause of action based on, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of California, including its statute of limitations. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration hearing shall be conducted by a single, California-barred arbitrator and shall occur remotely via video conference.

19.4 Any translation of this Agreement is provided for the User's convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

19.5 These T&Cs set forth the entire understanding and agreement between the User and Nocturne as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these T&Cs), and every nature between and among the User and Nocturne.