1.2 In the Terms, unless the opposite is clear from the context:
a. Words in the singular shall include the plural and in the plural shall include the singular;
b. A reference to one gender shall include a reference to the other genders.
c. References to clauses and schedules are to the clauses and schedules of these Terms and references to paragraphs are to paragraphs of the relevant schedule;
d. A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.
e. All references to a person include firms, companies, government entities, trusts and partnerships or other or unincorporated body (whether or not having separate legal personality);
f. The term 'including' does not exclude anything not listed;
g. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
h. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
i. A reference to writing or written includes fax and e-mail.
j. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
k. Any words following the Terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those Terms.
l. Headings of sections are for convenience only and shall not be used to limit or construe such sections. 2. General Provisions of Stake Program
2.1 Neurogress team develops a decentralized platform of neural control systems, based on the AI driven software and user-driven algorithm training (NeVRoPlex software and hardware complex). Withing this complex development process Neurogress organize the Staking Program.
2.2 Staking Program implies Users stake ETH (in amount on their own discretion) which become available to Neurogress to withdraw and use for a period of 1 (one) year ("Stake Period
2.3 During the Stake Period the ETH staked are not available to Users to withdraw.
2.4 Upon expiration of the Stake Period, the User will be able to withdraw the ETH in amount as staked as provided in Clause 2.2. with guaranteed 6% annual percentage yield (APY).
2.5 The APY shall be paid out in form of NRG Tokens at the rate 1 NRG = 0.00017 ETH.
2.6 The use of the NRG token will be carried out as an internal currency for payments in the marketplace:
a. For all the purchases of software or devices in the marketplace;
b. To pay for work of developers writing code for the needs of the Neurogress-based projects;
c. To carry out contracts between customers and contractors to provide services for writing additional software, design applications and/or device prototypes;
d. To pay for the work of users and developers who participate in the improvement and training of algorithms utilized for the platform and Neurogress software enhancements, as well as to create a database of neuro-algorithms.
2.7 To initiate the smart contract, the User shall transfer the ETH he/she/it wishes to Stake by sending ETH to contract: 0x31cf4AB1B1b7f83F26f16bd18d53290bC21a5bE0.
2.8 The User may end the contract, withdraw the ETH along with the gained APY by end of the 1 (one) year term to the same wallet address from which initiated the contract. 3. Eligibility for Participation in Stake Program
3.1 User is only allowed to participate in Stake Program if he/she/it covenants, represents, and warrants that he/she/it is neither a citizen, resident or tax resident of the United States of America, (hereinafter referred to as the "U.S." or U.S. Person), China, North Korea, Taiwan, Afghanistan, Pakistan, Iran, Syria, Yemen, Somalia, Sudan, South Sudan, Central African Republic and countries or territories or individuals under the sanctions of the United Nations or the European Union ("Restricted Territory
"). You also represent and warrant that You are not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or tokens, or where participation in such programs is prohibited by applicable law, decree, regulation, treaty, or administrative act.We shall reserve the right to refuse transfer NRG Tokens to anyone who does not meet the criteria set forth above.
3.2 User is only allowed to participate Stake Program if he/she/it is neither a U.S., China, Switzerland citizen or permanent resident of the mentioned states, nor User has a primary residence or domicile in the U.S. (including Puerto Rico, the U.S. Virgin Islands, and any other possessions of the U.S.) or China. A User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act. The Company shall reserve the right to refuse to transfer NRG Tokens to anyone who does not meet the citizenship and residence criteria set forth above. Users cannot transfer NRG Tokens to citizens and residents of countries and territories restricted in this Agreement.
3.3 By using this Sie and participating in the Stake Program each User covenants, represents, and warrants that (under the Applicable Law and law of the country of User's residence):
a. he (she) is of an age of majority to enter into these Terms (at least 18 years of age), meets all other eligibility and residency requirements, and is fully able and legally competent to use the Site, enter into agreement with the Company and in doing so will not violate any other agreement to which he (she) is a party;
b. he (she) has necessary and relevant experience and knowledge to deal with cryptographic tokens, Cryptocurrencies and Blockchain-based systems, as well as full understanding of their framework, and is aware of all the merits, risks (including but not limited to the risks described in this Agreement) and any restrictions associated with cryptographic tokens (their acquisition and use), cryptocurrencies and Blockchain-based systems, as well as knows how to manage them, and is solely responsible for any evaluations based on such knowledge;
c. if he (she) is a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organization or other legal entity and bind them to these Terms;
d. he (she) will not be using the Site for any illegal activity, including but not limited to money laundering and the financing of terrorism;
e. he (she) is not a resident of a geographic area or citizen of jurisdictions as specified in paragraph 3 hereof. 4. Use of the Site
4.1 When accessing or using the Services through using the Site, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
- Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud; money-laundering, or terrorist activities; or other illegal activities;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
- Use or attempt to use another User's account without authorization;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
- Develop any third-party applications that interact with our Services without our prior written consent;
- Provide false, inaccurate, or misleading information; and
- Encourage or induce any third party to engage in any of the activities prohibited under this Section.
4.2 These Terms are effective at the time you begin using the Site. Users may withdraw from their obligation under the Terms at any time by discontinuing the use of the Site.5. Third-Party Content
5.1 In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. 6. Intellectual Property
6.1 The Neurogress has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to the conduct of realization of the NRG Tokens and his activities generally. In no way shall these Terms entitle any User for any intellectual property of the Neurogress, including the intellectual property rights for the Site and all text, graphics, User interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Site. Arrangement of such content is owned by the Neurogress and is protected by national and international intellectual property rights protection laws. 7. Feedback
7.1 We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding the Company, its projects, activity or the Services that you provide, whether by email, posting through our Services or otherwise ("Feedback
"). Any Feedback you submit is non-confidential and shall become the sole property of the Company. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great,but we may have already had the same or a similar idea and we do not want disputes. 8. Disclaimer of Warranties
8.1 EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
8.2 YOU ACKNOWLEDGE THAT INFORMATION YOU TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.
8.3 Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you. 9. Indemnity
9.1 You agree to defend, indemnify and hold harmless the Company (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.10. Risk Disclosure
10.1 The User understand that NRG Tokens, blockchain technology, Ethereum, Ether and other associated and related technologies are new and untested and outside of Neurogress' exclusive control and adverse changes in market forces or the technology, broadly construed, may prevent or compromise Neurogress' performance under these Terms.
10.2 User agree that no other party (including, without limitation any) may be held liable for any loss arising out of, or in any way connected with User's participation in the NRG Tokens acquisition (within the Stake Program) or receiving and holding NRG Tokens or such risk.
10.3 In addition to the above, the User also acknowledge that prior to receiving NRG Tokens he (she) have been warned of the following risks, associated with the Site, the NRG Tokens, the Platform and other relevant technologies mentioned herein:10.3.1 Legal risks.
Every User is bound to check if acquisition and disposal of NRG Tokens is legal in his (her) jurisdiction, and by accepting these Terms, each User undertakes not to use NRG Tokens should their use not be legal in the relevant jurisdiction. If a User establishes that the use of NRG Tokens under these Terms is not legal in his jurisdiction, the User should not use the NRG Tokens, not acquire them and should immediately stop using or possessing them if such case arises. Acquiring cryptographic Tokens for personal possession and exchanging them for other cryptographic Tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact.The legal ability of Neurogress to provide NRG Tokens and the Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree certainty that NRG Tokens are not legal in certain jurisdiction, Neurogress will either: (a) cease operations in that jurisdiction, or (b) adjust NRG Tokens and the Platform in a way to comply with the regulation should that be possible and viable.10.3.2 Risks associated with Ethereum.
NRG Tokens are based on Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause the NRG Tokens to malfunction or function in an unexpected or unintended manner. Ether, the native unit of account of the Ethereum may itself lose value in ways similar to NRG Tokens, and also other ways.10.3.3 Risk of unfavourable regulatory changes in one or more jurisdictions.
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network and associated blockchain networks and NRG Tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital Tokens like NRG Tokens, which could impede or limit their existence, permissibility of their use and possession, and their value.10.3.4 Risk of theft and hacking.
Hackers or other groups or organizations may attempt to interfere with the Site or the availability of NRG Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. You hereby agree that Neurogress shall have no liability for any such loss the User incur. 10.3.5 Risk of security weaknesses in the Site and/or NRG Tokens source code or any associated software and/or infrastructure.
There is a risk that the Site and NRG Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of NRG Tokens. 10.3.6 Risk of weaknesses or exploitable breakthroughs in the field of cryptography.
Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum, NRG Tokens, the Platform, which could result in the theft or loss of NRG Tokens.10.3.7 Risk of mining attacks.
As with other decentralized cryptocurrencies, Ethereum blockchain, which is used for the NRG Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the NRG Tokens, expected proper execution and sequencing of NRG Tokens, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of Neurogress and Ethereum Foundation, the risk of known or novel mining attacks exists. Mining Attacks, as described above, may also target other blockchain networks, with which the NRG Tokens interact with and consequently the NRG Tokens or the staked ETH may be impacted in that way to the extent, described above.
10.3.8 Risk of loss of value.
Value of NRG Tokens may fluctuate and their Users might suffer loss in value of such acquired tokens. There might be different reasons that would cause unfavourable fluctuations of the value of the NRG Tokens.10.3.9 Risk of uninsured losses.
NRG Tokens are unlike bank accounts or accounts at some other financial institutions and are entirely uninsured.10.3.10 Risk of malfunction in the Ethereum network or any other blockchain.
It is possible that the Ethereum network or any other network, to which the NRG Tokens are interacting with, malfunctions in an unfavourable way, including but not limited to one that result in the loss of NRG Tokens.10.3.11 Internet transmission risks.
The User acknowledge that there are risks associated with using the NRG Tokens including, but not limited to, the failure of hardware, software, and Internet connections. The User acknowledge that Neurogress shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Site and NRG Tokens, howsoever caused. 10.3.12 Unanticipated risks.
Cryptocurrencies and blockchains are new and untested technology. In addition to the risks set forth here, there are risks that Neurogress cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated. 10.3.13 Insufficient interest in Neurogress, the Platform and NRG Tokens.
It is possible that Neurogress, NRG Tokens or Platform will not be used by a large number of individuals, businesses and other organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Platform and Services. 11. Termination and Survival of Agreement
11.1 This Agreement shall terminate upon the completion of all obligations of the Parties under this Agreement (to the extent this Agreement concerns the Parties' rights and obligations within the Stake Program), except obligations in parts of the Agreement which shall be valid also after the termination of this Agreement (for example, if the User continues to use the Site such User is subject to the relevant provisions of these Terms). The Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Users (User) breaches this Agreement. 12. Miscellaneous
12.1 Entire Agreement; Order of Precedence.
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the Parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with the Company for the Services or for any other product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with the Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.12.2 Amendment.
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an e-mail, providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new users of the Services. Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof. 12.4 Severability.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.12.5 Force Majeure Events.
The Company shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Company's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, including adopting laws and regulations that made the activity of the Company or performance of its obligations hereunder difficult or impossible, communications, power failure, or equipment or software malfunction or any other cause beyond Company's reasonable control (each, a "Force Majeure Event
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval. 12.7 Applicable law.
All questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of the Republic of Seychelles ("Applicable Law
"). 12.8 Dispute Resolution.
To resolve any dispute, controversy or claim between Parties arising out of or relating to these Terms, or the breach thereof, the Parties agree first to negotiate the issue in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes
") in which either you or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) save as expressly provided herein,waive your respective rights to have any and all Disputes arising from or related to these Terms resolved in any court,and (ii) waive your respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration provided in these Terms.
Any arbitration will occur in the Republic of Seychelles. The arbitration will be conducted confidentially by arbitral tribunal. The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed by each party and the third, who shall be the President of the Tribunal, appointed by agreement of the parties. The courts located in Seychelles will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.12.9 No class actions.
Any of Disputes arising out of or related to these Terms is personal to you and Neurogress and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.12.10 Electronic Communications.
User (User) agrees and acknowledges that all agreements, notices, disclosures and other communications that Neurogress provides pursuant to this Agreement or in connection with or related to acquisition of NRG Tokens or participation in Stake Program, may be provided by e-mail or in other electronic form on the discretion of Neurogress.