Last modified: January 15, 2025
These Terms of Service (the "Agreement") explain the terms and conditions by which you may access and use the Products provided by Neptn Platform Inc. (referred to herein as "Neptn," "we," "our," or "us"). The Products shall include, but shall not necessarily be limited to, (a) a website-hosted user interface located at https://neptn.xyz (the "Interface" or "App"), (b) our mobile application (the "Neptn App") and (c) any other products and services that link to this Agreement (together with the Interface, App, and Neptn App, the "Products"). You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use any of our Products and should not use our Products.
To access or use any of our Products, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.
⚠️ IMPORTANT NOTICE
This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you — and you should only access any of our Products — if you agree completely with these terms.
The Interface provides a web or mobile-based means of access to decentralized protocols on various public blockchains, including but not limited to Ethereum, that allows users to trade certain compatible digital assets.
The Interface is distinct from underlying blockchain protocols and is one, but not the exclusive, means of accessing decentralized exchange functionality. Neptn does not control or operate any version of these protocols on any blockchain network. By using the Interface, you understand that you are not buying or selling digital assets from us and that we do not operate any liquidity pools or control trade execution.
The Neptn App allows you to (a) store digital assets; (b) link to third-party decentralized exchanges ("DEXs"); (c) view addresses and broadcast transactions; (d) participate in DEX trades; (e) access educational content about cryptocurrency trading; and (f) perform any additional services that we may add from time to time.
Neptn provides educational content, tutorials, and simulation features designed to help users new to cryptocurrency understand trading concepts. These educational features are provided for informational purposes only and do not constitute financial, investment, or trading advice.
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement. All modifications will be effective when they are posted, and your continued accessing or use of any of the Products will serve as confirmation of your acceptance of those modifications.
We own all intellectual property and other rights in each of our Products and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity:
Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. You are solely responsible for the custody of your cryptographic private keys and you should never share your wallet credentials or seed phrase with anyone.
By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Your use of our Products may result in various tax consequences, and it is your responsibility to determine whether taxes apply to any transactions you initiate.
BY ACCESSING AND USING ANY OF OUR PRODUCTS, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS. YOU UNDERSTAND THAT THE MARKETS FOR DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE. SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED.
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL UNDERLYING BLOCKCHAIN PROTOCOLS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES. YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL RISKS.
EACH OF OUR PRODUCTS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE MAY PROVIDE INFORMATION ABOUT TOKENS AND EDUCATIONAL CONTENT. ALL SUCH INFORMATION IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.
You agree to hold harmless, release, defend, and indemnify Neptn and our affiliates from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to: (a) your access and use of any of our Products; (b) your violation of any term or condition of this Agreement; (c) any other party's access and use of our Products with your assistance; and (d) any dispute between you and any other user of the Products.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us at legal@neptn.xyz so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days, then the dispute shall be resolved by binding arbitration.
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, or other representative proceeding. You and we both agree to waive the right to demand a trial by jury.
These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous agreements.
We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on public distributed blockchains.
By using Neptn's Products, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.