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Terms of Service

Welcome to The NGY Platform, Please Take Notice of The Following:

Virtual currencies & blockchain assets are not legal tender nor backed by the government. We will be following the laws of Singapore and the relevant legislation. There will be user identity verification to comply with Know Your Customer & Anti-Money Laundering requirements. There may be limits imposed or changes in limits on trading imposed from time to time. Changes may happen in legislation, virtual currency markets, or protocols which may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain assets. Prevailing taxes may apply.

Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Even where digital coins are tradable in the secondary market, active buying-selling and bid-ask may not be favorable or the exchanges and platforms that facilitate secondary trading may not be regulated by the Monetary Authority of Singapore.

Users should refer to the Consumer Advisory on Investment Schemes Involving Digital Coins (Including Virtual Currencies) to make an informed decision.
http://www.mas.gov.sg/News-and-Publications/MediaReleases/2017/Consumer-Advisory-on-Investment-Schemes-InvolvingDigital-Tokens.aspx

Terms of Service

This User Agreement (hereinafter “Agreement” or “Terms and Conditions”), effective upon the date of electronic acceptance (the “Effective Date”), pertains to the use of the Nagaya Platform (the “Platform”), an Internet application fully owned by Nagaya Technologies Pte. Ltd. (The “Company” or “Nagaya”), a Singapore based corporation.

The provisions of this Agreement will govern your use of our Site (as defined below) and of our Services (as defined below), and you should therefore take some time to read the Agreement carefully. The purpose of the Site and Services is to provide our users with a platform service whereby users may use certain virtual currencies to purchase digital coins from Nagaya (the “Coins Purchase”). The Coin Purchase includes the purchase of the NGY digital coin from Nagaya. Should you have any questions or comments regarding our Site or Services, please feel free to contact us.

Legal Jurisdiction

You expressly agree that any claim or dispute arising from your use of our website and/or our services will be governed by the laws of Singapore. You further agree that any such claims or disputes shall be resolved in Singapore courts, and you agree to be subject to the personal jurisdiction in, and the exclusive venue of, such courts and waive any objection to such jurisdiction and venue for the purpose of litigating any such claim or dispute.

General Use

By signing up for your Nagaya Platform account through the Nagaya website, the Nagaya APIs, and/or any associated Nagaya websites/entities or mobile application (collectively the “Nagaya Site”) you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement or any subsequent modification to the Agreement, you may not access or use any of the Nagaya Services and must cancel your Nagaya Account, free of charge, in the manner set forth below.

We may amend or modify this Agreement by updating the Site or emailing you the revised Agreement. Any revised Agreement shall be effective immediately upon your express approval, or 7 days after the date of posting except where the changes and modifications are required by law or on the instruction of a competent governmental agency. By continuing to access or use the Nagaya Services once the revised Agreement is effective, you agree to be bound by the Agreement. We may (a) modify or discontinue any portion of the Nagaya Services, and (b) suspend or terminate your access to the Nagaya Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Nagaya Services, or suspension or termination of your access to the Nagaya Services, except to the extent otherwise expressly set forth herein.

To be eligible to use Nagaya Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity). By accessing or using the Nagaya Services you represent and warrant that you are 18 or older.

Your use would constitute acknowledgment of the following risks:

Risks of Virtual Currencies & Digital Coins. Please note that transactions are not confirmed upon submission to a blockchain network but will require a period of time in which it will be in a pending state. In such a state, pending transactions will not be available for use.

Upon confirmation, transactions will become irreversible and cannot be reversed. Any losses, including that caused by accident or fraud, would not be recoverable. The risk of loss in virtual currencies & digital coins can be substantial. You should therefore carefully consider whether holding virtual currencies & digital coins is suitable for you in light of your financial condition. In considering whether to hold virtual currencies & digital coins, you should be aware that the price or value of virtual currencies & digital coins can change rapidly, decrease, and potentially even fall to zero.

Virtual currencies & blockchain assets are not legal tender nor backed by the government. We will be following the laws of Singapore and the relevant legislation. There will be user identity verification to comply with Know Your Customer & Anti Money Laundering requirements. There may be limits imposed or changes in limits on trading imposed from time to time. Changes may happen in legislation, virtual currency markets, or protocols which may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain assets.

Even where digital coins are tradable in the secondary market, active buying-selling and bid-ask may not be favorable or the exchanges and platforms that facilitate secondary trading may not be regulated by the Monetary Authority of Singapore (“MAS”).

Users should refer to the Consumer Advisory on Investment Schemes Involving Digital Coins (Including Virtual Currencies) to make an informed decision. http://www.mas.gov.sg/News-andPublications/Media-Releases/2017/Consumer-Advisory-on-InvestmentSchemes-Involving-Digital-Tokens.aspx

If you use a Nagaya service that allows you and/or third parties to access and hold private keys of virtual currencies & digital coins, you acknowledge that Nagaya is not responsible for safeguarding such keys and that Nagaya is not responsible for any loss of virtual currencies & digital coins resulting from theft, loss, or mishandling of private keys or hard wallet devices for virtual currencies & digital coins outside its control.

1. Nagaya Services


NGY are digital coins for gold using a proof of asset protocol developed by Nagaya. NGY are not Shares, Debentures, or Collective Investment Schemes under the Securities and Futures Act (Cap. 289). NGY is NOT an investment product.

Your Nagaya account will allow you to use the following services:

  • Purchasing NGY with Virtual Currencies from the Nagaya Platform &

  • Returning of NGY for gold bullion
     

Account Creation:

1.1. Registration of Nagaya Account. In order to use any of the Nagaya Services, you must first register by providing your name, e-mail address, and password, and affirming your acceptance of this Agreement. Upon successful completion of the registration process, Nagaya will establish your Nagaya Account. Nagaya may, in our sole discretion, refuse to allow you to establish a Nagaya Account, or limit the number of Nagaya Accounts that a single user may establish and maintain at any time.

1.2. Identity Verification. In order to use certain features of the Nagaya Services, including certain transfers of virtual currency(ies) and/or currency, you may be required to provide Nagaya with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). Nagaya may also require you to answer certain questions or take actions in order to verify your identity, provide Nagaya Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Nagaya if any information changes. You hereby authorize Nagaya to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account or qualifying credit/debit cards (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

2. NGY Purchase

2.1. NGY refers to the digital coin represented by “NGY” that is backed by physical bullion on a gold basis. Each NGY coin represents the holder's beneficial ownership in a certain amount in fine weight of physical gold on an unallocated basis. However, this is not to be taken as NGY being of the same price as the spot price of the amount of gold represented by each NGY as market conditions may result in pricing variance. The holder's ownership in such gold is not identifiable by a unique and specific serial number of the gold bar and is subject to the terms of redemption as set out in Clause A physicality gold bar will be held by Nagaya Technologies Pte. Ltd. on custody for NGY coin holders as a whole. Buyers acknowledge that Nagaya Technologies Pte. Ltd. is not acting as trustee for the buyers or any NGY coin holders.

2.2. NGY is not a commodity contract under The Commodity Trading Act (Chapter 48A).

2.3. Nagaya reserves the right to reject orders or amend buy/sell prices or impose conditions for the redemption of gold. Nagaya reserves the right to refuse to process to cancel any pending blockchain Transaction as required by law or in response to a subpoena, court order, or other binding government order. Nagaya cannot reverse a blockchain Transaction that has been communicated to and confirmed by the blockchain network.

2.3.1. No representations as to price. Nothing in Nagaya materials is to be taken as representations of the price of NGY, Virtual Currencies & Digital Coins, or gold. The price of the marketplace is determined by various factors, some of which may change due to risk controls and other internal safety mechanisms.

2.4. Rounding for Prices. Prices will be rounded off and the difference will not be refundable.

2.5. Circuit Breakers and Trading Halts. In the event of flash crashes, GAS overloads or severe market volatility, circuit breakers, and trading halts may be employed to facilitate proper market operations.

2.6. Trading Limits. Nagaya reserves the right to vary trading limits on the Nagaya account. This may happen due to regulatory or legislative changes, or market conditions (these reasons are not exhaustive).

2.7. An algorithm will settle the purchase of the NGY coin with virtual currency. The current protocol would be Scrypt-PoW. Nagaya reserves the right to change the settlement technology. Any transfer fee for the virtual currency is to be borne by you.

You acknowledge that Nagaya reserves the right to terminate activities if there are doubts arising from Know Your Customer (“KYC”) and Anti Money Laundering (“AML”) due diligence concerns. If necessary, an in-depth KYC AML review may also take place in which we may require more supporting information. Should the supporting information not be provided, Nagaya reserves the right to terminate activities and will not be responsible for any losses due to insufficient/unclear information provided by you.

3. NGY Redemption

3.1. Holders of NGY are allowed to return NGY to the company, to redeem gold at increments of 10 grams gold subject to KYC and AML requirements.
The fees associated with returning NGY are:
2.5% of returned NGY (up to $30 worth of NGY) to initiate the administration of the return and redemption process.

3.2. Return Process. This returning of NGY is to be done only in Singapore and has to be a collection in person. The process starts through the online redemption page. You will have to send the return amount of NGY to the designated burn address. A confirmation email will be sent once the gold is ready to be collected. Please ensure that you are able to meet the logistical requirements of the physical collection. You will have to bring your identification (e.g. NRIC or Passport). Nagaya will not be responsible for any losses arising from your failure in the collection.

3.3. Enhanced Due Diligence. In the event that enhanced due diligence of KYC and AML is required. You are to provide further supporting information so as to be in compliance with regulations. Nagaya reserves the right to terminate the Redemption Process should the supporting information not be provided and will not be responsible for any losses. In the event that unexpected due diligence delays take place, Nagaya reserves the right to determine at its discretion whether to refund the recasting fee.

3.4. Title. Title in the specific gold bullion will pass to you from Nagaya Technologies Pte Ltd or “the Escrow entity” only upon the end of the Redemption Process.

3.5. Redemption to Be in Gold Only. No refunds of virtual currencies for digital coin NGY are available so as to be in compliance with regulatory authorities.

4. NGY Fees, Transaction & Storage


The fees associated with NGY coins presently are:

  • Transaction fees will be charged when NGY coins are transferred on the blockchain.

  • Demurrage fees of 0.6% per annum may be charged on a rolling basis. Demurrage here refers to the fee levied on holding the commodity of gold in storage.


4.1. Title to the gold bullion shall rest with Nagaya Technologies Pte Ltd until the completion of the Redemption process.

4.2. Nagaya reserves the right to change the corporate, order, and storage structure, preparation, or packing procedure at any time to improve the procedure, make redemptions and audits more effective, facilitate external audits, or comply with other requirements.

5. General Uses, Prohibitions & Termination

5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Nagaya Site, and the content, materials, information, and functionality available in connection therewith (collectively, the “Content”) solely for informational, transactional, or other approved purposes as permitted by Nagaya from time to time. Any other use of the Nagaya Site or Content is expressly prohibited. All other rights in the Nagaya Site or Content are reserved by us and our licensors. We reserve all rights in the Nagaya Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Nagaya Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Nagaya Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Nagaya Site or Content (or any portion thereof) as part of any other website or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Nagaya Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “Nagaya.co”, “Nagaya”, and all logos related to the Nagaya Services or displayed on the Nagaya Site are either trademarks or registered marks of Nagaya or its licensors. You may not copy, imitate or use them without Nagaya’s prior written consent.

5.2. Third-Party Materials. From time to time, the Nagaya Site may contain references or links to third-party materials (including without limitation websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Nagaya Site, including without limitation content, property, goods, or services available on the linked sites or services.

5.3. Third-Party Applications. If, to the extent permitted by Nagaya from time to time, you grant express permission to a third party to access or connect to your Nagaya Account, either through the third party’s product or service or through the Nagaya Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Nagaya Account credentials. Further, you acknowledge and agree that you will not hold Nagaya responsible for, and will indemnify Nagaya from, any liability arising out of or related to any act or omission of any third party using your Nagaya Account credentials. You may change or remove permissions granted by you to third parties with respect to your Nagaya Account at any time through the Account Settings (Integrations) page on the Nagaya Site.

5.4. Developer’s Tools. Any person or entity who uses Nagaya’s Developer’s Tools must comply with the terms of this General Use Agreement, and/or any other conditions as Nagaya may put into place in its sole discretion from time to time. The Developer’s Tools are owned by Nagaya and are licensed to Developer’s Tools users on a limited, non-exclusive, non-transferable, non-sublicensable basis. Nagaya reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the Developer’s Tools. Developer’s Tools users shall comply with all applicable laws, rules, and regulations, including those relating to privacy, and shall not use the Developer’s Tools or related licensed material to facilitate or partake in any illegal, unauthorized, or improper activity, including any Prohibited Use or Prohibited Business as set forth herein.

5.5. Warranty as to Secondary Use and Sanction. By acquiring any such items through the Nagaya Site, you represent and warrant that your acquisition comports with and your use of the item will comport with international sanctions requirements or secondary use legislations. Without limiting the foregoing, you may not acquire virtual currency(ies) or any of the Nagaya Services through the Nagaya Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, MAS’ financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, MAS’ financial sanctions regime; or (2) you intend to supply the acquired virtual currency(ies) or Nagaya Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or MAS’ financial sanctions regime.

5.6. Suspension, Termination, and Cancellation. Nagaya may: (a) suspend, restrict, or terminate your access to any or all of the Nagaya Services, and/or (b) deactivate or cancel your Nagaya Account if:

(1) We are so required by a facially valid subpoena, court order, or binding order of a government authority; or

  1. We reasonably suspect you of using your Nagaya Account in connection with Prohibited Business or Prohibited Use; or

  2. Use of your Nagaya Account is subject to any pending litigation, investigation, or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or

  3. Our service partners are unable to support your use; or

  4. You take any action that Nagaya deems as circumventing Nagaya’s controls, including, but not limited to, opening multiple Nagaya Accounts or abusing promotions that Nagaya may offer from time to time.
     

If any transaction is in a pending state at the time your Nagaya Account is canceled or suspended, such transaction may be canceled and/or refunded as appropriate. You may not cancel your Nagaya Account to evade an investigation or avoid paying any amounts otherwise due to Nagaya. Upon cancellation of your Nagaya Account, you authorize Nagaya to cancel or suspend pending Conversion Service transactions and hold the digital coins associated with such transactions until Nagaya is certain that funding reversal windows are complete. In the event that you or Nagaya terminates this Agreement or your access to the Nagaya Services, or deactivates or cancels your Nagaya Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes a system outage or Account errors, Nagaya may temporarily suspend access to your Account until the problem is resolved.

5.7. Communications with Nagaya or reading/pricing materials on Nagaya’s website should not be taken as investment advice. You should heed the Monetary Authority of Singapore’s pronouncements and advisories.

6. Website Accuracy & Ledger Price Mechanism

The Ledger Price Mechanism refers to the digital blockchain pricing method used by Nagaya to price NGY.

6.1. Although we intend to provide accurate and timely information on the Nagaya Site, the Nagaya Site (including, without limitation, the Content and the Ledger Price Mechanism) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Nagaya Site are your sole responsibility and we shall have no liability for such decisions.

6.2. Hacking and Technological Breach. It may be that third parties may hack or otherwise breach the pricing mechanism. While we endeavor to provide an accurate indication, we reserve the right to use alternative pricing measures or to change the technology used.

6.3. Pricing may differ due to the various factors involved.

7. Our Relationship with You

7.1. Relationship of the Parties. Nagaya is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Nagaya to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Nagaya to be treated as the agent of the other.

7.2. Service Providers. From time to time, Nagaya may engage third parties to assist Nagaya in providing certain aspects of the Nagaya Services (each, a “Service Provider”). Service Providers may include, but are not limited to, Nagaya’s banking partners and technology or engineering service providers.

7.3. Your Privacy. Protecting your privacy is very important to Nagaya. Please review our Privacy Policy, which is hereby incorporated by reference into this Agreement, in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

7.4. Privacy of Others; Marketing. If you receive information about another user through Nagaya Services, you must keep the information confidential and only use it in connection with Nagaya Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation, and accounting unless you receive the user’s express consent to do so. You may not send unsolicited emails to a user through Nagaya Services.

7.5. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys, Hard Wallet Devices, or any other codes that you use to access the Nagaya Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Nagaya Account by third parties and the loss or theft of any virtual currency(ies) and/or digital coins held in your Nagaya Account and any associated accounts. You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to the compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Nagaya Account information has been compromised, contact Nagaya Support immediately at support@nagaya.co.

7.6. Consent to Electronic Records. By using the Nagaya Services, you agree that Nagaya may provide you with any notices or other communications about your Nagaya Account and the Nagaya Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Nagaya Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Nagaya Account and your Nagaya Account will be canceled.

7.7. Notices to Nagaya. We prefer receiving notices upon Nagaya electronically through our support system at support@nagaya.co. Should you need to send physical correspondence, please also contact said support for a designated mail address.

8. Customer Feedback, Queries, and Complaints

8.1. Contact Nagaya. If you have any feedback, questions, or complaints, contact us via our Customer Support at support@nagaya.co. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Nagaya Account, and the transaction on which you have feedback, questions, or complaints.

8.2. Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint, and any other information you believe to be relevant. We will acknowledge your complaint within 24 hours of its receipt if you contact us via our Customer Support web page or email us at support@nagaya.co. A Customer Complaints officer (“Officer”) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by Nagaya. Within four weeks of our receipt of your complaint, the Officer will address your complaint by sending you an e-mail (“Resolution Notice”) in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. Upon receipt of the Resolution Notice, you will have 20 business days to accept or reject the offer or determination, which you must do by following the instructions set out in the Resolution Notice. Failure to respond to a Resolution Notice will be deemed to be a withdrawal of the complaint and an acceptance that we have no liability to you regarding the subject matter of the complaint. If you are late in responding to the Resolution Notice, Nagaya may treat your response as if it has been submitted on time.

8.3. Appeals. In the event that you reject an offer or determination (“Rejection”), please set out the reasons for the Rejection and include any additional information that you believe is pertinent to your complaint. Any Rejection will be treated as an application to appeal the offer or determination set out in the Resolution Notice. Our Customer Appeals Committee (“Appeals Committee”) will impartially consider your complaint (including any additional information provided). We will acknowledge your Rejection within 24 hours of its receipt if you contact us in the prescribed electronic way, and within ten business days if you contact us in any other prescribed way. Within four weeks of our receipt of the Rejection, the Appeals Committee will address your complaint by sending you an e-mail (“Final Notice”) in which the Appeals Committee will: (i) uphold the Resolution Notice, or (ii) reject the Resolution Notice. Notwithstanding its decision regarding the Resolution Notice, the Appeals Committee may also make a new offer to resolve the complaint. Upon receipt of the Final Notice, you will have 20 business days to accept or reject the offer or determination, which you must do by following the instructions set out in the Final Notice. Nagaya may extend the deadline for you to accept the offer. Failure to respond to a Final Notice will be deemed to be a withdrawal of the complaint and an acceptance that we have no liability to you regarding the subject matter of the complaint. For consumers only: if you fail to respond to a Final Notice and file a claim in a competent court, your failure may be used as evidence of your unwillingness to settle the issue and/or the vexatious nature of the complaint.

8.4. Offers. Any offer made under this Section 8 will only become binding on Nagaya if you accept the offer by following the instructions provided by Nagaya within the stated timeframe. Any offer under this Section 8 will not constitute any admission by Nagaya of any wrongdoing or liability regarding the subject matter of the complaint. Any acceptance of an offer by you will constitute an acceptance that the complaint is resolved and an undertaking that you will not file a claim in any competent court against Nagaya regarding the subject matter of the complaint.

8.5. Claims. This provision only applies to consumers. You agree to use the complaints procedure of this Section 8 before filing any claim in a competent court. Failure to comply with this provision may be used as evidence of your unwillingness to settle the issue and/or the vexatious nature of the complaint.

9. General Provisions

9.1. Limitations of Liability. (A) IN NO EVENT SHALL NAGAYA, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE NAGAYA SITE, THE NAGAYA SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). (B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 9.1(A) WITH RESPECT TO CONSUMERS, SECTION 9.1(A) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.

9.2. Regulatory Compliance. Nagaya is prohibited from providing services or entering into relationships with certain individuals and entities in compliance with relevant regulations. In the event that Nagaya is required to block assets associated with your Nagaya Account in accordance with a sanctions program, or other similar government sanctions programs, Nagaya may (i) deactivate or cancel your account (ii) transfer virtual currencies or digital coins to an originating source or an account specified by authorities. Nagaya is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.

9.3. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Nagaya. Always log into your Nagaya Account through the Nagaya Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

9.4. Release of Nagaya. If you have a dispute with one or more users of the Nagaya services, to the extent permitted by law, you release Nagaya, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protections, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

9.5. No Warranty. (A) THE NAGAYA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NAGAYA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NAGAYA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE NAGAYA SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE NAGAYA SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ARE NOT RESPONSIBLE FOR THE VIRTUAL CURRENCY OR DIGITAL COINS MARKET, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF VIRTUAL CURRENCY OR DIGITAL COINS AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF VIRTUAL CURRENCY OR DIGITAL COINS, WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA FOR ANY REASON WHATSOEVER. YOU UNDERSTAND AND AGREE THAT THE VALUE OF VIRTUAL CURRENCY CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING VIRTUAL CURRENCY, EVEN IF THE NAGAYA SERVICES ARE DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON. FURTHER, NAGAYA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE NAGAYA SERVICES OR ANY MATERIALS CONTAINED THEREIN. (B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 9.5(A) WITH RESPECT TO CONSUMERS, SECTION 9.5(A) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.

9.6. Indemnification. You agree to indemnify and hold Nagaya, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint ventures, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Nagaya Services, including the Developer’s Tools, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

9.7. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Nagaya 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 this Agreement), and every nature between and among you and Nagaya.

9.8. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Nagaya without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Nagaya Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

9.9. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

9.10. Change of Control. In the event that Nagaya is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

9.11. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Nagaya Account cancellation, debts owed to Nagaya, general use of the Nagaya Site, disputes with Nagaya, and general provisions, shall survive the termination or expiration of this Agreement.

9.12. Force Majeure

9.12.1. Technology. We shall not be liable for delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, the act of civil or military authorities, the act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

9.12.2. Storage. We shall not be liable for loss originating from acts of third parties and events outside our control such as:

a) Any loss to the bullion while in storage due to or as a result of the following situations:

  • Events of the war

  • Sabotage

  • Insurrection, rebellion, revolutions, civil war, usurped power, or action taken by a governmental authority

  • Riots or acts of civil disobedience

  • Use of chemical, biological, bio-chemical, or electromagnetic weapons, use of any device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or any act of a public enemy

  • Judicial action or act of any government or agency or subdivision thereof

  • Explosion (whether an act of God or act of man)

  • Technical failures, labor disputes, or unusual market conditions such as but not limited to market default, market closure, and market disruptions

  • Any form of cyber-attack on Nagaya’s computers or those belonging to the service provider for which Nagaya has sub-bailed the storage

  • Storms, fire (whether an act of God or act of man), flood, and other natural disasters

  • Terrorism-related activities of any kind whatsoever or activities suspected to be related to terrorists

  • Any other event or happening that is outside the control of Nagaya


b) Shortage or disappearance of bullion following inspection, search, or audit by appraisers or government agencies.
c) Loss resulting from negligence or willful misconduct of the Customer.
d) Any loss to the bullion resulting from ordinary leakage, ordinary loss in weight or volume, ordinary wear and tear, or natural oxidization.
e) Confiscation, seizure, appropriation, expropriation, requisition for title of use, or willful destruction of the bullion under any order of the government and/or public authority

9.13. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

9.14. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your 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.
 

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