# IOPn Terms of Use Effective Date: March 31, 2025\ Last Updated: March 31, 2025 *** ### Introduction These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and IOPn Limited ("IOPn," "we," "our," or "us") governing your access to and use of the IOPn platform and all associated services, including: * OPN Chain — Layer 1 blockchain infrastructure * OPN Wallet — non-custodial DeFi wallet * DeFi Services — decentralized finance features and token transactions * NFT Platform — minting, trading, and management of non-fungible tokens * AI-Powered Services — intelligent features and automation tools * Partner API Integrations — third-party integrations accessed via the IOPn API * All related websites, applications, smart contracts, and interfaces (collectively, the "Services") By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific Services. If you do not agree, you must not use the Services. *** ### 1. Eligibility #### 1.1 Age Requirement You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) to use the Services. By using the Services, you represent and warrant that you meet this requirement. #### 1.2 Geographic Restrictions The Services are not available to residents of, or persons located in, jurisdictions where the use of blockchain services, DeFi, or cryptocurrency transactions is prohibited or restricted by law. It is your responsibility to ensure that your use of the Services complies with all applicable laws in your jurisdiction. Without limiting the foregoing, the Services are not available to persons located in or nationals of countries subject to comprehensive sanctions, including but not limited to those listed by OFAC, the UN Security Council, the EU, or HM Treasury. #### 1.3 KYC and Identity Verification Access to certain features of the Services requires successful completion of our Know Your Customer (KYC) identity verification process. You must: * Provide accurate, complete, and up-to-date identity information * Submit valid government-issued identity documents (e.g., passport, driver's licence, national ID card) * Complete any additional verification steps required by applicable regulations IOPn reserves the right to refuse, suspend, or terminate access to any user who fails to complete KYC, provides false information, or whose risk profile is deemed unacceptable under our compliance policies. #### 1.4 Legal Capacity You represent that you have full legal capacity to enter into these Terms and are not subject to any legal disability, guardianship, or restriction that would prevent you from doing so. If you are accessing the Services on behalf of a legal entity, you represent that you have authority to bind that entity. *** ### 2. Account Registration and Security #### 2.1 Account Creation To access certain Services, you may be required to create an account. You agree to: * Provide accurate and truthful registration information * Keep your account information current and up to date * Maintain the confidentiality of your login credentials and wallet private keys * Not share your account access with any third party #### 2.2 Account Security You are solely responsible for all activity that occurs under your account. You must notify us immediately at if you become aware of any unauthorised access to or use of your account. IOPn will never ask you for your private keys, seed phrases, or wallet passwords. Any communication requesting this information should be treated as fraudulent. #### 2.3 Non-Custodial Wallet OPN Wallet is a non-custodial wallet. This means IOPn does not hold, store, or have access to your private keys or seed phrases. You are solely responsible for: * Safeguarding your private keys and seed phrases * All transactions initiated from your wallet * Any loss of funds resulting from loss of access to your wallet credentials IOPn cannot recover lost private keys or reverse blockchain transactions under any circumstances. *** ### 3. OPN Chain and Blockchain Services #### 3.1 Nature of Blockchain Transactions You acknowledge and agree that: * Transactions on OPN Chain and connected networks are irreversible once confirmed on-chain * IOPn has no ability to reverse, cancel, or modify confirmed blockchain transactions * You are solely responsible for verifying transaction details (recipient address, amount, gas fees) before submission * On-chain data, including wallet addresses and transaction histories, is publicly visible on the blockchain #### 3.2 Network Fees Use of OPN Chain may involve network transaction fees ("gas fees"). These fees are determined by network conditions and are not controlled by IOPn. You are responsible for ensuring sufficient funds to cover applicable fees. #### 3.3 Smart Contracts IOPn deploys and maintains smart contracts on OPN Chain. While we endeavour to ensure the security of our smart contracts through audits and testing: * Smart contracts operate autonomously and cannot be interrupted once deployed (except where specific upgrade or pause mechanisms are built in) * IOPn is not liable for losses resulting from bugs, exploits, or unforeseen interactions in third-party smart contracts * You interact with smart contracts at your own risk #### 3.4 Network Availability IOPn does not guarantee continuous, uninterrupted access to OPN Chain or any connected infrastructure. Network congestion, maintenance, forks, or external attacks may affect availability. *** ### 4. OPN Wallet #### 4.1 Wallet Functionality OPN Wallet enables you to store, send, receive, and interact with tokens and digital assets on OPN Chain and supported networks. The wallet is non-custodial (see Section 2.3). #### 4.2 Supported Assets OPN Wallet supports digital assets on networks explicitly listed within the platform. IOPn reserves the right to add or remove supported networks and assets at its discretion. #### 4.3 User Responsibility You are solely responsible for: * Ensuring you send assets to the correct network and wallet address * Understanding the risks associated with digital asset storage and transfer * Any tax obligations arising from your use of the wallet *** ### 5. DeFi Services and Token Transactions #### 5.1 DeFi Risk Disclosure Decentralised finance (DeFi) services carry significant risks, including but not limited to: * Smart contract risk — vulnerabilities or bugs in DeFi protocols * Liquidity risk — sudden changes in liquidity that may affect your ability to transact * Market volatility — the value of digital assets can fluctuate dramatically and without warning * Impermanent loss — risk specific to liquidity provision activities * Regulatory risk — changes in law or regulation may affect the legality or availability of DeFi services By using DeFi Services, you acknowledge that you have read and understood these risks and accept that IOPn is not liable for any losses incurred. #### 5.2 No Financial Advice Nothing on the IOPn platform constitutes financial, investment, tax, or legal advice. All DeFi interactions are at your own discretion and risk. You should seek independent professional advice before making any financial decisions. #### 5.3 Token Transactions IOPn does not guarantee the value, liquidity, or legal classification of any token transacted through the Services. You are responsible for understanding the nature of any token before transacting. IOPn is not a licensed exchange or broker in any jurisdiction. #### 5.4 AML Compliance for Transactions All transactions are subject to IOPn's AML monitoring obligations. IOPn reserves the right to: * Delay, restrict, or block transactions flagged by AML screening systems * Request additional documentation or source of funds verification * Report suspicious transactions to relevant authorities as required by law *** ### 6. NFT Platform #### 6.1 NFT Minting and Trading The IOPn NFT platform allows users to mint, buy, sell, and transfer non-fungible tokens (NFTs) on OPN Chain. By minting or listing an NFT, you represent and warrant that: * You own or have the legal right to use all intellectual property embodied in the NFT * The NFT does not infringe any third-party intellectual property rights * The NFT does not contain illegal, harmful, or prohibited content (see Section 10) #### 6.2 Intellectual Property in NFTs Purchasing an NFT grants you ownership of the token on-chain. Unless explicitly stated otherwise by the NFT creator, purchasing an NFT does not grant you: * Copyright or intellectual property rights in the underlying content * The right to reproduce, distribute, or commercialise the content #### 6.3 Secondary Sales and Royalties NFTs may include smart contract-enforced royalties payable to creators on secondary sales. IOPn is not responsible for the enforcement or circumvention of royalty mechanisms on external marketplaces. #### 6.4 Platform Fees IOPn may charge platform fees for minting, listing, or transacting NFTs. Current fee schedules are published on the platform and may be updated with reasonable notice. *** ### 7. AI-Powered Services #### 7.1 Nature of AI Services IOPn's AI-powered features use machine learning models to provide intelligent outputs, automation, and personalisation. You acknowledge that: * AI outputs are generated probabilistically and may not always be accurate, complete, or up to date * AI-generated content should not be relied upon as professional, legal, financial, or medical advice * AI systems may make errors or produce unexpected outputs #### 7.2 User Responsibility for AI Outputs You are solely responsible for reviewing, validating, and acting upon any AI-generated outputs. IOPn is not liable for decisions made or actions taken based on AI outputs. #### 7.3 Prohibited AI Use You must not use IOPn's AI services to: * Generate illegal, harmful, defamatory, or fraudulent content * Circumvent security or compliance systems * Engage in automated manipulation of markets or other users * Violate any third party's rights #### 7.4 Data and AI Interaction Logs Your interactions with AI features are processed in accordance with our Privacy Policy. By using AI services, you consent to the processing of interaction data to provide and improve the services. We do not use identifiable interaction data to train third-party AI models without your explicit consent. *** ### 8. Partner API Integrations #### 8.1 API Access Access to the IOPn API for partner integrations is subject to a separate API Services Agreement. These Terms apply to the use of IOPn Services accessed via authorised partner integrations. #### 8.2 Partner Responsibility Partners integrating with IOPn via API are responsible for: * Ensuring their own users are made aware of applicable terms and privacy practices * Not using the API in ways that violate these Terms or applicable law * Maintaining the security of their API credentials #### 8.3 Data Sharing via API Data shared between IOPn and integration partners is governed by the Privacy Policy and applicable data processing agreements. Partners may not use IOPn-sourced data for purposes not authorised in writing by IOPn. *** ### 9. Fees and Payments #### 9.1 Platform Fees IOPn may charge fees for certain Services. Applicable fees are disclosed within the platform prior to the relevant transaction or service. By proceeding, you agree to pay the stated fees. #### 9.2 No Refunds Due to the nature of blockchain transactions and digital assets, fees and transactions are generally non-refundable once processed. IOPn will consider refund requests on a case-by-case basis solely where there has been a verified platform error attributable to IOPn. #### 9.3 Taxes You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Services. IOPn does not provide tax advice and does not withhold taxes on your behalf. *** ### 10. Prohibited Conduct You must not use the Services to: * Violate any applicable law or regulation * Engage in money laundering, terrorist financing, or any other financial crime * Circumvent or attempt to circumvent KYC, AML, or sanctions screening * Engage in market manipulation, wash trading, front-running, or other deceptive trading practices * Upload, transmit, or distribute malware, viruses, or malicious code * Conduct denial-of-service attacks or attempt to disrupt platform infrastructure * Access other users' accounts without authorisation * Mint, trade, or distribute NFTs containing: * Child sexual abuse material or content sexualising minors * Illegal content under applicable law * Content that infringes third-party intellectual property rights * Impersonate IOPn, its employees, or any other person or entity * Use the Services for any purpose that is fraudulent, harmful, or deceptive * Exploit bugs or vulnerabilities in the platform or smart contracts for personal gain IOPn reserves the right to suspend or terminate your account and report violations to relevant authorities. *** ### 11. Intellectual Property #### 11.1 IOPn IP All intellectual property rights in the IOPn platform, Services, software, branding, and content (excluding user-generated content and on-chain data) are owned by or licensed to IOPn Limited. Nothing in these Terms grants you any rights in IOPn's intellectual property except the limited licence to use the Services as described herein. #### 11.2 User Licence to IOPn By submitting content to the platform (including NFT metadata and AI prompts), you grant IOPn a non-exclusive, worldwide, royalty-free licence to use, reproduce, and display such content solely to the extent necessary to provide the Services. #### 11.3 Feedback If you provide IOPn with feedback or suggestions regarding the Services, IOPn may use such feedback without restriction or compensation to you. *** ### 12. Disclaimers and Limitation of Liability #### 12.1 Services Provided "As Is" The Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. #### 12.2 No Guarantee of Availability IOPn does not guarantee that the Services will be available at all times, uninterrupted, or error-free. We reserve the right to suspend, modify, or discontinue any Service at any time with or without notice. #### 12.3 Limitation of Liability To the maximum extent permitted by applicable law, IOPn and its directors, officers, employees, affiliates, and agents will not be liable for: * Loss of digital assets, tokens, or cryptocurrency resulting from user error, wallet compromise, or network failure * Losses arising from smart contract bugs, exploits, or third-party protocol failures * Indirect, incidental, special, consequential, or punitive damages * Loss of profits, data, or business opportunities Where liability cannot be excluded by law, IOPn's total liability to you for any claim arising out of or relating to these Terms or the Services will not exceed the greater of (a) the fees paid by you to IOPn in the 12 months preceding the claim, or (b) USD $100. #### 12.4 Indemnification You agree to indemnify, defend, and hold harmless IOPn and its affiliates, officers, directors, and employees from and against any claims, damages, losses, costs, and expenses (including legal fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law; or (d) content you submit to the platform. *** ### 13. Compliance and Regulatory #### 13.1 AML and Sanctions Compliance Your use of the Services is subject to IOPn's AML and sanctions compliance programme. You represent and warrant that: * You are not a Politically Exposed Person (PEP) without having disclosed this during onboarding * You are not located in, a national of, or acting on behalf of any person in a sanctioned jurisdiction * Funds used through the Services are from legitimate sources and not proceeds of crime #### 13.2 Cooperation with Investigations You agree to cooperate with IOPn and relevant authorities in any investigation relating to potential AML, sanctions, or financial crime violations connected to your account. #### 13.3 Regulatory Changes The regulatory landscape for blockchain, DeFi, and digital assets is evolving. IOPn may at any time modify, suspend, or discontinue Services or features in response to regulatory developments, without liability to you. *** ### 14. Termination and Suspension #### 14.1 Termination by You You may terminate your account at any time by contacting . Termination does not affect any completed blockchain transactions or obligations accrued prior to termination. #### 14.2 Suspension or Termination by IOPn IOPn reserves the right to suspend, restrict, or terminate your access to the Services at any time, without prior notice, if: * You breach these Terms or our policies * You fail to complete or maintain KYC requirements * Your account is flagged for suspicious activity or AML concerns * We are required to do so by applicable law or regulatory authority * We determine in our sole discretion that continued access poses a risk to IOPn, other users, or the platform #### 14.3 Effect of Termination Upon termination, your right to use the Services ceases immediately. IOPn will retain your data in accordance with applicable legal and regulatory requirements as set out in the Privacy Policy. *** ### 15. Governing Law and Dispute Resolution #### 15.1 Governing Law These Terms are governed by and construed in accordance with the laws of the United Arab Emirates, with primary reference to the laws applicable in the Emirate of Ras Al Khaimah, without regard to conflict of law principles. For users in the UK, your statutory rights under UK law are not affected. For users in the EEA, mandatory consumer protection provisions of your country of residence may apply. #### 15.2 Dispute Resolution In the event of a dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation by contacting IOPn at . If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to binding arbitration administered in Ras Al Khaimah, UAE, in accordance with the rules of the applicable arbitration authority, unless you are a consumer entitled to bring claims in your local courts under mandatory law. #### 15.3 Class Action Waiver To the maximum extent permitted by applicable law, you waive any right to bring or participate in class action proceedings against IOPn. *** ### 16. Modifications to These Terms IOPn reserves the right to modify these Terms at any time. When we make material changes, we will notify you via email or a prominent notice on the platform at least 14 days before the changes take effect. Continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue your use of the Services before the effective date. *** ### 17. General Provisions #### 17.1 Entire Agreement These Terms, together with the Privacy Policy and any additional terms applicable to specific Services, constitute the entire agreement between you and IOPn with respect to the Services and supersede all prior agreements and understandings. #### 17.2 Severability If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. #### 17.3 Waiver IOPn's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. #### 17.4 Assignment You may not assign or transfer your rights or obligations under these Terms without IOPn's prior written consent. IOPn may assign its rights and obligations without restriction. #### 17.5 Force Majeure IOPn is not liable for any failure or delay in performance of its obligations due to causes beyond its reasonable control, including network failures, regulatory actions, natural disasters, or acts of a third party. *** ### 18. Contact Information For questions, complaints, or requests relating to these Terms, please contact: IOPn Team\ 📧 \ 📍 Office A, RAKDAO Business Centre, RAK BANK ROC Office, Ground Floor, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras El Khaimah, UAE *** These Terms of Use were last reviewed and updated on March 31, 2025.
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