Terms & Conditions

General Terms and Conditions for use of the NFTfi Interface

Last updated: May 25, 2023

These are the general terms and conditions (the “Terms”) of NFTfi Genesis Ltd ( “NFTfi” or “our” or "we" or “us”). Your use of the NFTfi Services (as defined below) implies your acceptance of these Terms. We ask that you read them carefully. If you have any questions, please do not hesitate to contact us at marketing@nftfi.com.

NFTfi provides a website-hosted user interface which acts as a front-end only (the “Interface”). The Interface provides you access to a decentralized, permissionless protocol on the Ethereum blockchain that allows users to use non-fungible tokens (“NFT(s)”) to receive secured cryptocurrency loans from liquidity providers peer-to-peer (the “Protocol”). The Interface is one, but not the only means of accessing the Protocol. The Interface is available via the following link: https://app.nftfi.com/.

These Terms apply to all uses of the Interface and any other dealings between NFTfi and its Users (as defined below) and any services by NFTfi (all of these uses, dealings and services are together defined as the “Services”). NFTfi offers its Services on the condition that the User accepts these Terms. By accessing and making use of the Services (such as accessing or using the Interface), you agree to and accept to be bound by these Terms and other terms, including but not limited to NFTfi’s Terms of Use (found at https://www.nftfi.com/terms-of-use) and NFTfi’s privacy policy (found at https://www.nftfi.com/privacy-policy), which should be read along with these Terms.

NFTfi may amend these Terms from time to time at its own discretion. By continuing to make use of the Services, you agree to and accept to be bound by the latest version of the Terms. The latest version of the Terms always applies between NFTfi and you, as accessible at any time on the homepage of the NFTfi website, and incorporated herein by reference. You may not use the Services if you do not accept any of the Terms.

Definitions

Insofar not defined in these Terms, the following terms when capitalized in these Terms shall have the following meaning:

NFTfi: NFTfi Genesis Ltd, a business company under the British Virgin Islands, having its registered office in Unit 8, 3/F Qwomar Trading Complex, Blackburne Road, Road Town, Tortola, British Virgin Islands, and registered in the commercial register of the British Virgin Islands. Also referred to as “we”, “us”, “our”.

User: any legal entity, legal arrangement or natural person that makes use of the Services, including Borrowers (as defined below) and Lenders (as defined below). Also referred to as “you” and “your”.

Parties: NFTfi and the User, together.

NFTfi: How does it work?

NFTfi provides the Interface. The Interface provides access, and access only, to the Protocol. Our goal is to provide an Interface which allows the use of the Protocol in the most transparent way. Users can access the Protocol by connecting their MetaMask digital wallet.

While third-party lenders (“Lender(s)”) are able to submit loan offers by proposing a loan amount, duration, interest rate and NFT collateral, other Users who own such a NFT collateral can accept the Lenders’ offer (“Borrower(s)”) and borrow the offered loan amount in accordance with terms agreed between the Lender and the Borrower. The commercial terms of loans are agreed directly between the Lender and the Borrower while the Protocol sets the following predefined rules which apply to every loan: Borrower can repay a loan early at any time, but will still have to pay the full interest amount; Borrower can only repay the loan from the wallet he/she/it started the loan with; NFTfi does not yet officially support the optional minting of “obligation receipts”, which in the future will allow borrowers to repay from other wallets; Borrower can only repay the loan in one single repayment, i.e. not partially; Once a loan has been defaulted, it cannot be repaid by Borrower any longer, the Lender has to foreclose the NFT of a defaulted loan and the Lender becomes the sole owner of the NFT;

The Interface will publish the offers of Lenders and Borrowers.

Users are required to create an account (“Account”) to use the Interface. To create an Account, we will require you to connect your cryptocurrency wallet and optionally provide certain information about yourself and we may, at our sole discretion, require you to provide further information and/or documents at any stage during your use of the Interface. Information provided by you to create your Account must be accurate and complete. By creating an Account, you agree that you alone will be responsible (to NFTfi and to others) for all activity that occurs under your Account.

NFTfi may, at its absolute and sole discretion, refuse to open an Account for you, or suspend or terminate your Account by giving you written notice.

NFTfi may, at its absolute and sole discretion, change, update, amend, remove, or discontinue any part of the Interface and the Services at any time without prior notice to you.

The role of NFTfi

NFTfi provides the Interface for submitting and accepting loan offers. NFTfi does not actively monitor any loan offer or the lifecycle of a loan executed via the Interface and other content which is uploaded by Users on the Interface (the “User Content”). It remains each User’s sole responsibility to regularly check up on and monitor the status of the loans which that User participates in. Any terms agreed between a Lender and a Borrower (as referred to in Section 2.2) constitute a separate legal agreement between that Lender and Borrower, with NFTfi neither being a party to that agreement nor acting on behalf of the Lender or the Borrower in relation to that agreement.

NFTfi may remove User Content on the Interface at its sole discretion, including but not limited on the grounds that it violates these Terms. For the avoidance of any doubt, NFTfi is not in a position to remove the underlying smart contracts and is not able to block or otherwise interfere any transactions on the Protocol itself. Removing User Content or terminating an account is not an action NFTfi takes lightly, and NFTfi may take a while to investigate and determine if User Content or an account should be removed. It is at NFTfi‘s sole discretion whether to discuss the reasons regarding the removal of User Content, including the removal of a User account.

NFTfi is not a financial adviser, investment manager, lender, fiduciary, financial institution, broker dealer, custodian, creditor, intermediary and/or charity: the main purpose of the Services is to administrate the Interface. NFTfi does not warrant the accuracy, correctness and completeness of the information provided by Users and takes no responsibility for such information. Any and all information provided by Users and published on the Interface does not constitute legal, financial or investment advice. Information provided by Users does not replace the advice from qualified advisors and the examination as to whether these crypto assets meet the User’s own requirements in respect of the User’s own objectives, experience and/or knowledge.

All information and content provided by NFTfi relating to the Services is for information purposes only and NFTfi does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to serve as financial, legal, tax or other professional advice. You acknowledge that all information and content accessed by you when using the Interface is at your own risk.

NFTfi has no control over the conduct of, or any information provided by, a Lender or a Borrower and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. NFTfi offers the Interface to help Users to access the Protocol. NFTfi does not guarantee that a loan will be repaid by the Borrower or that Borrower’s NFT collateral is of economic value. There is always the possibility that something unexpected may occur with regard to crypto assets, which could cause the User’s crypto assets to be lost. NFTfi cannot be held liable in that regard. NFTfi strongly recommends to the User only to interact with as many crypto assets as he/she/it is willing to lose. Each User is solely responsible for any decisions.

Non-Custodial and no fiduciary duties

The Protocol is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the crypto asset wallets you hold. We do not exercise any custody over your crypto assets and do not guarantee any remedy, refund or other forms of compensation in the event that there is any loss of your crypto assets (whether it is due to your own actions / omissions or the acts or omissions of external parties). These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist in law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these terms.

Intellectual Property Rights

Unless otherwise indicated by us, and except to the extent of the User Content, the website, all content, and other materials contained therein, including, without limitation, the NFTfi logo, and all designs, text graphics, pictures, information, data, software, and files relating to the Interface (“Content”) are the proprietary property of NFTfi or our affiliates and licensors, or Users, as applicable.

The NFTfi logo and any Interface or service names, logos, or slogans that may appear on the Interface or elsewhere are the proprietary property of NFTfi and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Unless otherwise stated, you may not use any Content without our express written permission.

We reserve the right to suspend or terminate any Account that has actually or allegedly infringed upon any person’s intellectual property rights.

Your intellectual property rights

For the entire period during which your User Content is hosted on the Interface, you grant to NFTfi, including the right to transfer to its affiliates, the non-exclusive rights to reproduce, represent, publish, exploit, exhibit, show, market, sub-license, distribute and to technically modify and compress your User Content as is necessary for the purposes of the viewing and/or streaming of your User Content on the Interface.

By making your User Content accessible on the Interface, you agree to allow any User of the Interface, to view, to use and to share your User Content free-of-charge.

By making your User Content accessible on the Interface, you grant to NFTfi, including the right to transfer to its affiliates, the non-exclusive right to store your User Content and publish it on the NFTfi Service at any time at NFTfi’s sole discretion, even after a removal or termination of your Account.

Despite this allowance, your User Content shall always remain your property. Please note that due to the nature of the internet and digital media, data transmitted – including your content – cannot be protected against risks of misappropriation and/or piracy, for which NFTfi shall not be liable. You are responsible for taking all appropriate steps to protect your data, where applicable.

Eligibility

To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent and warrant that you are at least 18 years old (or, where applicable, of an age that meets such other higher minimum age limit as required in the laws of your jurisdiction) 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.

You further represent and warrant that you are not (a) the subject of asset freeze, travel ban, financial, economic, human rights, sectoral or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations. Finally, you represent and warrant that your access and use of the Interface will fully comply with all applicable laws and regulations, and that you will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity (including but not limited to activities which are prohibited by applicable AML and CTF regulations). It is your responsibility to assess whether you are prohibited from using the Services or accessing the Interface.

We reserve the right to choose which markets and jurisdictions to conduct our business and may restrict or refuse, at our sole discretion, access to the Website in certain countries or regions. You are not allowed to use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this restriction.

You may only use the Services if you comply with these Terms. The conduct listed below is prohibited, as are attempts to engage in conduct prohibited by these Terms:

• using the Services for, or to promote or facilitate, illegal activity; 
• uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; and
• engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection the Protocol.

NFTfi operates a loyalty program called NFTfi Rewards which aims to reward loyal Users for using the Protocol. Eligible Users can earn virtual, non-transferable reward points (e.g., OG Points and Earn Points) for activities such as lending and borrowing. While all users may technically be able to view and accumulate rewards points within their accounts, the following groups of persons are not eligible to participate in NFTfi Rewards and will not be able to redeem rewards points: U.S. residents, other U.S. persons, and residents of countries or regions subject to sanctions, embargoes, or other restrictions imposed by the United States government or other applicable international authorities as well as persons subject to sanctions imposed by applicable international authorities are not eligible to participate in NFTfi Rewards. The eligibility of non-U.S. persons is at NFTfi's sole discretion and may take into account regulatory circumstances per jurisdiction. We encourage Users to consult with their own legal advisors or tax professionals to understand their eligibility for the NFTfi Rewards and any potential legal or tax implications that may arise from participating in the program. It is the user's sole responsibility to ensure compliance with applicable laws and regulations in their respective jurisdictions.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, you understand that blockchain-based transactions are irreversible and in the public domain.

You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the protocol through the Interface, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

The underlying layer-1 blockchains on which the Protocol is deployed, including, for example, the Ethereum blockchain, are open source, which means that anyone can use, utilize, and build on top of it. By using the Services, you acknowledge and agree that (i) NFTfi is are not responsible for the operation of the layer-1 blockchains underlying the Protocol, (ii) there exists no guarantee of the functionality, security, or availability of the layer-1 blockchains, and (iii) the underlying layer-1 blockchains are subject to sudden changes in operating rules, such as those commonly referred to as “forks”. NFTfi is not responsible for the content or services of any third-party, including, without limitation, any network, or apps like Discord, or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, is at your own risk.

Data and Privacy

The records of NFTfi are stored on our systems in accordance with standard safety practices and applicable laws.

The Services may contain links to websites operated by other entities. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. NFTfi has no responsibility to you with respect to any linked site, and no linked site, regardless of the linking form (e.g. hotlinks, hypertext links, IMG links) is maintained, controlled, endorsed, monitored or otherwise governed by NFTfi.

NFTfi takes your privacy and the protection of your personal data, collected and processed in connection with your use of the Services very seriously. If you want to find out more about the personal data collected, how we collect it and the related processes, you can check our Privacy Policy, available at any time on the NFTfi website.

Fees

You may have to pay “Gas” (fees paid to miners through your independent wallet applications as consideration for mining the Users’ transactions) for certain interactions with the platform. For every transaction with the Protocol, a Gas fee is applicable. Gas fees are set by you through your independent wallet application, based on the market conditions. Please refer to our FAQ page to learn more about the instances when you have to pay gas fees.

In order to cover the costs of maintaining the Interface, an Interface fee is applicable and has to be paid by the Lenders (the “Interface Fee”). The Interface Fee for Lenders is currently 5% of the interest earned by Lenders on a successful loan. In the case of a loan default, there is no Interface Fee applicable. Also, there is no Interface Fee for Borrowers. The Interface interacts with unchangeable smart contracts with regard to the collection and allocation of the Interface Fee to the entitled parties in an automated way pursuant to which NFTfi has no possibility to interact. You herewith unconditionally and irrevocably agree to the automated collection and disbursement of fees, including but not limited to to the Interface Fee by smart contracts. You further acknowledge and agree that the applicable smart contract will dictate how the fees are distributed. NFTfi is not a financial adviser, investment manager, lender, fiduciary, financial institution, broker dealer, custodian, creditor, intermediary and/or charity The purpose of NFTfi is to administer the Interface.

The Interface Fee may be adjusted from time to time at the sole discretion of NFTfi.

Disclaimers

Borrowers / Lenders may engage in promotion of their respective User Content through various communications channels such as their social media accounts. NFTfi is not responsible for any such communications and/or promotional activities carried out by the Borrowers / Lenders and will not be liable to you in relation to any such communications and/or promotional activities.

You bear full responsibility for verifying the identity, legitimacy, Economic Value and authenticity of assets which a Borrower uses as Collateral in order to get a loan.

Except as expressly provided to the contrary in writing by NFTfi, the Interface and content contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. NFTfi (and its suppliers) make no warranty that the Interface and its Content will (1) meet your requirements; (2) be available on an uninterrupted, timely, secure, or error-free basis; or (3) be accurate, reliable, complete, legal, or safe.

NFTfi will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the Interface and/or any other publishing channels used by NFTfi, including but not limited to NFTfi’s Discord, Twitter, Medium, and Telegram channels. NFTfi does not represent or warrant that any content on the Interface and/or any other publishing channels used by NFTfi, including but not limited to NFTfi’s Discord, Twitter, Medium, and Telegram channels is accurate, complete, reliable, current or error-free.

While NFTfi attempts to make your access to and use of the Interface safe, NFTfi does not represent or warrant that the Interface, User Content, any loan offers listed on the Interface or any other part of the Interface are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You acknowledge and accept the inherent security risks of providing information and dealing online over the internet. We will not be responsible for any breach of security unless it is due to our gross negligence.

We will not be responsible or liable to you for any loss and take no responsibility for, and will not be liable to you for, any use of the Interface and content including but not limited to, any losses, damages, or claims arising from: (1) user error such as if you forget your repayment date, incorrect transactions, or mistyped addresses; (2) server failure, notification failure or data loss; (3) corrupted wallet files; (4) loss of tokens of any Kind (including but not limited to the collateralised NFTs and loan amounts).

TO THE FULLEST EXTENT PROVIDED BY LAW, NFTFI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INTERFACE AND CONTENT CONTAINED THEREIN. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NFTfi is not licensed by or registered with any financial services or other regulator whether in the British Virgin Islands or otherwise. Accordingly, we do not have any duties under any British Virgin Islands financial services legislation to you, and nor do you have any recourse to any financial services regulator in the British Virgin Islands if you are dissatisfied with any aspect of the Interface or the Services.

Furthermore, NFTfi is not regulated or licensed in any other jurisdiction by any financial services or other regulator. There is no governmental or other compensation payable should you suffer any loss or damage. By using the Services you warrant that you understand and accept that you have no protections of this kind under applicable law.

Liability

NFTfi cannot be held liable in any way by the Users for direct damages of any nature whatsoever suffered by anyone as a result of or in connection with the Services, unless arising from NFTfi’s willful misconduct.

NFTfi’s liability for indirect damages, including but not limited to consequential damages, lost profits, lost savings, reduced goodwill, loss due to business interruption, losses as a result of claims from third parties, and damages in connection with the engagement of third parties by the User, as a result of or in connection with the Services, is excluded to the maximum extent permissible by applicable law.

NFTfi is not liable for any loss arising in the performance of the Services due to NFTfi acting on incorrect or incomplete information provided by the User.

NFTfi is not liable for any damage or loss, in any form whatsoever, caused to or by the Services as a result of non-compliance with these Terms, such as, in the event of failure to deliver the NFTfi Service on time or in full, due to unforeseen circumstances and/or force majeure, or any other agreed.

If, for any reason, NFTfi is found by a court of competent jurisdiction to be liable for any compensation or other remedy to a User, then, to the maximum extent permissible by applicable law, its liability per incident is limited to an amount equal to the Fees collected by NFTfi in direct relation to such incident.

You are solely responsible for maintaining all relevant tax records and complying with any reporting requirements you may have as related to your use of the Interface and the Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services and the Interface.

Indemnity

Insofar as is permitted by law, you shall indemnify and compensate NFTfi for any liabilities, damages, losses and costs (including settlement costs and reasonable attorneys' fees) arising from claims of third parties or any of its personnel who suffer damages caused by the performance of the Services, unless the cause is attributable to NFTfi’s willful misconduct.

You furthermore indemnify NFTfi against all claims of third parties or any of its personnel in connection with damages caused by or in connection with the Services.

Force Majeure

NFTfi may, at its discretion, terminate the Services and any agreement or suspend its execution if, due to circumstances beyond its sphere of influence or of which it was not aware, it temporarily cannot comply with its obligations without being liable to pay any compensation of damages.

Other

If NFTfi does not enforce parts of these Terms between NFTfi and you, this cannot be regarded as a waiver of the right to enforce this against you at a later stage. You cannot transfer the rights and obligations under these Terms and/or any agreement between NFTfi and you to third parties. NFTfi can assign and/or transfer all rights and obligations under these Terms and/or any agreement between NFTfi and you to a third party, without consent from you being required.

If any provision of these Terms is deemed unlawful, void, voidable or otherwise unenforceable, this does not affect the validity and enforceability of the remaining provisions of these Terms. The unlawful, void, voidable or otherwise unenforceable part shall be deemed replaced by a valid and enforceable provision that achieves the aim and scope of the replaced provision closely.

Amendment and Variation

These Terms may from time to time be updated or amended. We will post any such updates on the Interface. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Interface to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Interface without prior notice. By continuing to use Interface after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the Interface immediately.

Applicable law and competent court

All matters relating to these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the British Virgin Islands without giving effect to any choice or conflict of law provision or rule (whether of the British Virgin Islands or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the British Virgin Islands, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

If you have not provided contact details to us, you agree that we may serve any notice or court documents (“Documents”) on you by NFT to your wallet and you warrant and agree that this constitutes good service of such Documents.

Queries, remarks and suggestions

For any queries, remarks or suggestions, please contact NFTfi using the contact details below. 

Email address: marketing@nftfi.com