Terms and conditions

The Neverless Services (as defined below) are provided by Neverless Labs, S.L. (previously Monet Labs, S.L.) a company registered at Calle de Hermosilla 48, 1D, 28001 Madrid, Spain (together as: "we", "us", "our" or "Neverless"). Neverless Labs, S.L. (previously Monet Labs, S.L.) is registered with the Bank of Spain under registration number D948 for the provision of crypto-asset custody and exchange services.

The following Terms of Use ("Terms") apply to our Users ("you" or "your" or "User(s)" ) and define the terms and conditions of your access to, and the use of, http://neverless.com (the "Website") and all other Neverless Products and Services, as well as our online and mobile application or any other online services we provide ("Platform"). These Terms constitute a legally binding agreement between you and Neverless.

By applying for a Neverless Account, and accessing and using our Services, you acknowledge and declare that you have read, fully understood, and agree to be bound by and comply with these Terms. If you do not agree to any of these terms' provisions, you should not submit any information to or access information from Neverless or otherwise use the Services. By accepting these Terms, you hereby agree and acknowledge that the Services described herein are being provided by Neverless based on the scope and nature of the Services as described herein. In addition, you expressly acknowledge that you have read and agreed to be bound by the Privacy Policy set forth here: Privacy Policy, which is a part of these Terms.

Products, Services, content, information, and/or other features of the Platform may not be legally available for residents of certain jurisdictions under applicable local laws, countries under embargoes or sanctions and/or other blacklisted countries. By accessing or using Neverless, you expressly declare that you are not a resident of one of Restricted Territories, and that legal and/or regulatory restrictions do not apply to you and you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. If any restrictions from using Neverless do apply to you, you are prohibited from accessing or using the Website and/or any Services provided on this Platform. If you are uncertain, please seek independent legal advice. Neverless is not responsible for determining your legal standing in connection with you accessing the Services in your jurisdiction. Neverless may add other jurisdictions to the list of Restricted Territories with immediate effect and without notice to you.

AS PART OF ANY SERVICES OFFERED BY Neverless, WE DO NOT UNDER ANY CIRCUMSTANCES HOLD DIGITAL ASSETS ON YOUR BEHALF AS A CUSTODIAN, A TRUST OR ANY OTHER TYPE OF FIDUCIARY ARRANGEMENT. Neverless IS NOT AN INVESTMENT FUND. THE MAJORITY OF ALL DIGITAL ASSETS DEPOSITED BY YOU THROUGH YOUR Neverless ACCOUNT ARE HELD BY THIRD-PARTY ENTITIES, PLATFORMS, PROTOCOLS OR OTHER SIMILAR UNDERTAKINGS (VALUE-GENERATING PLATFORMS), AND SHALL NOT SUGGEST OR ESTABLISH ANY FORM OF CUSTODY RELATION BETWEEN YOU AND Neverless. ALL USE OF LANGUAGE SUCH AS “ACCOUNT,” “ACCOUNT BALANCE”, “DEPOSIT”, “‘WITHDRAW,” AND SIMILAR WILL BE USED AS TERMS REFERRING TO THE RELATIONSHIP BETWEEN Neverless AND YOU IN TRANSFERRING DIGITAL ASSETS, THAT ARE OWNED AT ALL TIMES BY YOU, TO AND FROM YOUR PRIVATE VIRTUAL WALLET ADDRESS AS INDICATED BY YOU AS PART OF OUR INTERMEDIARY SERVICES TO YOU, THE USER.

Neverless reserves the right to make amendments to the Terms at any time, including, but not limited to, the scope of Services provided, conditions for the provision of Services, rules and requirements. You are responsible for reviewing the current Terms and the date of the last update of the Terms on the Website, as your continued use of the Services after any modification of the Terms will conclusively indicate that you have acknowledged and fully accepted those changes.

“Account” means an individual Neverless account that a User has registered through our mobile application or Website to access and use the Services. User's Accounts are not bank accounts, savings accounts, deposit accounts, checking accounts or any other type of asset account characterised as a banking product or service.

“AML” means Anti-Money Laundering and refers to laws, regulations, and procedures intended to prevent criminals from disguising illegally obtained funds as legitimate income.

“Balance” (also “Account Balance”) means the total amount of (a) Eligible Digital Assets associated with a User’s Account that they have deposited through Neverless, and (b) the total amount of rewards, winnings, bonuses, or any other assets added to the principal deposit of Eligible Digital Assets through Neverless based on User engaging in Neverless Services.

“Blockchain” means a digital ledger of transactions duplicated and distributed across the entire network of computer systems that is difficult or impossible to change, hack or cheat.

“Digital Asset” means any digital assets, digital currency, cryptocurrency, cryptoasset, stablecoin, tokenised asset (or other such similar term), but does not include a derivative of a Digital Assets, or a security, as defined under Applicable Law.

“Eligible Digital Assets” means the Digital Assets chosen for inclusion in one or more of the Services rendered through Neverless.

“KYC” means Know Your Customer (or Client), which is the mandatory process of identifying and verifying the client's identity when accessing particular services and periodically assessing potential risks of illegal intentions for the business relationship over time.

“Platform” means all Neverless products, including our Website, web application, mobile application or any other means through which Neverless provides the Services.

“Restricted Territory” means the United States of America or any sanctioned country or location according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union and any EU Member State, HM Treasury (UK), FATF, the United Nations Security Council Resolutions (UNSCRs) or equivalent authority.

“Service” or “Products” means any Neverless products, services, features or offerings that are provided conditionally to Users through the Platform and outlined in Section 9 of these Terms, either jointly or separately.

“Virtual Wallet” or “Virtual Wallet Address” means an electronic wallet in which Digital Assets can be held and transferred that utilises an on-Blockchain virtual address.

A. Eligibility Criteria

You warrant through proper identity and represent that you meet the following cumulative eligibility criteria to access and use the Services:

1. You are eighteen (18) years of age or older;
2. You are legally capable of entering into a binding contract with Neverless under these Terms in accordance with the laws and regulations that apply to you, including laws on the capacity to enter into a legal agreement;
3. Your entry into a binding contract with Neverless under these Terms, and your use of Services, is a lawful arrangement under the laws of your country;
4. You are not located in, under the control of, a resident or a tax resident of any Restricted Territory;
5. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services;
6. You have submitted a true and complete application for your Account, and all documents that you have provided in support of your application and/or any KYC/AML checks are true electronic copies of valid and true documents;
7. You are aware of the risks involved in dealing with digital assets generally, risks pertaining to your use of Services, including the risk of a total loss of Balance, and other risks as outlined in the Risk Disclosure in Section 19;
8. You are the sole authorised User of your Account and have taken reasonable steps to prevent unauthorised access to your Account;
9. You have not been previously banned, terminated or otherwise denied access to the Services by Neverless or by any competent authority;
10. You are not acting out under an alias, concealing your personal identity or representing any other persons besides your own;
11. You are the beneficial owner of any Digital Asset subject to these Terms, and the Digital Assets you use to in connection with your Account are not direct or indirect proceeds of any criminal or fraudulent activity;
12. You have not been convicted of any financial or financial-related crime by a proper court of law;
13. You are not resident or a tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which Neverless identified in any manner as being subject to prohibitions or restrictions on accessing or using the Services;
14. You are not from and do not have any relevant connection with any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of Digital Assets is unlawful or restricted in any way; or requires licensing and registration or approval of any kind, whether for you as User or Neverless as a provider of intermediary digital asset services to you;
15. You are not subject to any economic sanctions programmes administered or enforced by any relevant country, government or international body, including but not limited to: the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, or any other sanctions regime deemed applicable by the Neverless;
16. You are not identified by the Office of Foreign Assets Control of the U.S. Department of the Treasury as a "Specially Designated National";
17. You are not placed on the Denied Person List by the U.S. Department of Commerce, Bureau of Industry;
18. You are not acting on behalf of or representing any other natural person, legal person or legal entity, and are not acting for any benefit of any third parties unless you have obtained prior written consent to do so from us;
19. You are compliant with all requirements of law applicable to you, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements.

B. AML and KYC Requirements

Neverless is committed to protecting our Users and has established Anti-Money Laundering (“AML”) and Know Your Client (“KYC”) policies and procedures under applicable AML regulations, guidelines, and rules. We are obligated to maintain, for a minimum of five years or more (as may be required under applicable laws), User records and transaction history, and other personal identification. Suspicious identities and/or unusual transactions and other certain circumstances might require Neverless to report to the competent authorities any User or suspicious activity that might be indicative of any crime or illicit activity.

All Users registering for our Services shall adhere to applicable AML and KYC requirements. For Neverless to remain compliant with the AML requirements that apply to Neverless as a provider of Services, we will ask you to provide relevant information and documentation that we consider necessary to verify and confirm your personal information and take action deemed necessary based on the results of such verification. You also acknowledge that you will not be authorised to access Services or parts of Services until your KYC verification is completed and reaches a necessary verification level. Neverless reserves the right to assign different deposit/withdrawal limits and other rights and limitations applicable to Accounts based on the type of Service provided, Account Balance, documents provided, and other criteria at our sole and absolute discretion. Neverless will determine these deposit/withdrawal limits and other rights and limitations at its sole discretion. We may also gather information from third parties that may aid us in performing our AML/KYC assessments more effectively. After you have completed the requirements successfully, you are required to maintain the information associated with your Account on Neverless, and you agree to update any personal information to reflect any changes that you previously provided and all relevant information by you to us is true, accurate and not misleading in any respect.

Neverless may, at any time in our absolute and sole discretion, with or without cause and without notice to you, introduce additional eligibility criteria, revise the list of Restricted Territories, refuse specific applications to open Accounts or use part or all of the Services, and/or terminate or suspend any Accounts, where Neverless has determined that a potential or real breach may occur or has occurred of any provisions of the Terms, laws, regulations, or for any other reasons in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Services.

A. General

Any person that meets the eligibility criteria outlined above may register a Neverless Account free of charge through the official Neverless mobile application available on the Google Play and Apple Store. Each individual User may register only one Account with Neverless.

After successfully registering your Account, you will be permitted to use the Services provided to you by Neverless, view your Balance, and use the Services, subject to limitations of certain Services that we may impose at our sole and absolute discretion. All communications between you and Neverless shall take place through your Account or through the email you used when registering for an Account.

You agree and understand that certain Services may not be available if you do not have certain Eligible Digital Assets in your Account or a sufficient Balance. All activities conducted within your Account, as well as the security of your passwords, safekeeping of Account information or any other codes required to access your Account and the Services, shall be your sole responsibility. Neverless is not liable for any loss or compromise of your Account and personal information or for any loss or damages that may occur due to a compromise of your Account and confidential information. Any instructions we receive through your Account or through the email you used to register for an Account, even if you did not authorise them or if they were entered by mistake or are otherwise inaccurate, shall be treated by us as true and honest instruction and Neverless cannot be held liable for following these instructions.

To verify the authenticity of any instruction we receive through your Account, we may require your signature or identification in any form we deem necessary, at our sole discretion, and we may accept digital images and electronic signatures for documents that need to be signed.

If for any reason, as a result of following your instructions or conducting any actions related to your Account, we incur claims, losses, costs, and damages, including reasonable attorneys’ fees, you agree to reimburse us these costs (and we are allowed to deduct any costs from the Account Balance).

When using your Account, you hereby agree and acknowledge that it is not a bank account, savings account, deposit account, checking account or any other type of asset account characterised as a banking product or service. We do not under any circumstances hold Digital Assets on your behalf as custody as part of any Services offered. All Digital Assets within your Account shall not suggest or establish any form of custody relation.

Neverless reserves the right to suspend, terminate, or limit your right to use your Account at any time at our sole discretion, including in case we have indications of a duplicate account or accounts created by the same User. You agree that Neverless shall not be held liable to you for any loss or damages resulting from such suspension or limitation. Accounts may be deactivated and/or deleted by Neverless with or without prior notice to Users following six months of inactivity (no login by User to his/her Account). See Section 15 for more information.

Neverless reserves the right to seek remedy and take any action that it may be entitled to by law or equity in case of suspicion of any illicit activities involving you and/or your Account; such as the misuse of the Services, misleading information by you, fraudulent activities, money laundering, and/or other criminal activities.

B. Privacy and Disclosure of Neverless Account Information

Our Privacy Policy, available at http://neverless.com/privacy-policy, outlines our practices with respect to collecting, using, and disclosing your information when you use the Services, including your personal data, which includes information that relates to a living individual and can be used to identify that individual. The Privacy Policy constitutes an inseparable part of these Terms and covers all of our Services and all methods by which you may access our Website and/or Services through the Platform.

We may disclose your information to third parties about you and any information and activities under your Account registered with us in accordance with the Privacy Policy, including in order to comply with any request or order by any government agency or competent court, for the purpose of conducting our AML and KYC checks and compliance with applicable laws, and where it is necessary for the provision of any of the Services under these Terms.

Your Balance will be displayed in your Account on our Platform. It shall reflect (a) the total amount of Digital Assets associated with the Account that you have deposited through Neverless (principal deposit); and (b) the total amount of rewards, winnings, bonuses or any other Digital Assets added to the principal deposit on the basis of you engaging in Neverless Services.

Additional Digital Assets can be deposited through your Account by transferring Eligible Digital Assets to the provided Virtual Wallet Address within your Account. In transferring Digital Assets to your Account, you assume sole responsibility to ascertain that all Digital Assets are Eligible Digital Assets under these Terms and that all transfers to be made to your Account are addressed to the precise Virtual Wallet Address associated with your Account as issued to you by Neverless within the Platform and the Services. Neverless reserves the right to change the incoming addresses for the Eligible Digital Assets offered on the Platform.

Neverless reserves the right to return any Digital Assets and eligible rewards (if any) and/or reject any transaction at your expense. Neverless shall not be liable to you for any loss incurred when transferring Digital Assets and may not be able to assist you in retrieving them.

Neverless shall provide a list of Eligible Digital Assets on our Platform. In our sole discretion, we may add/or remove certain Digital Assets from time to time. Any Digital Asset(s) removed shall no longer be available to be used in connection with our Services. Such Digital Assets that have been removed may, under certain circumstances, be removed immediately without prior notice. All Digital Assets that cease to exist in our Services shall no longer generate rewards or be able to be used in conjunction with our Services and no longer qualify as an Eligible Digital Asset for a certain group of Users or all Users at our sole discretion. It is your own responsibility to monitor your Account and the eligibility of the Digital Assets deposited through your Account and to timely withdraw any Digital Assets that were removed from the list of Eligible Digital Assets.

Users can make withdrawal requests using the Virtual Wallet provided in their Account. Each withdrawal request will require specific details of the wallet to which you wish to transfer your Digital Assets. Limits on withdrawal amounts and/or frequency of withdrawals and withdrawal requests may change from time to time based on legal, regulatory, AML, security, market, liquidity and/or other considerations. Our policies and procedures may require Users to complete additional security and/or compliance checks for the withdrawal request to be approved.

Every withdrawal request shall be deemed pending until accepted by Neverless. Neverless may reject a withdrawal request or delay the processing of an approved request for any reasonable amount of time, including, but not limited to, insufficient Digital Assets in the User’s Account, inaccurate or misleading information provided by the User, any doubt or suspicion of money laundering and/or other financial crime(s) related to the User Account, liquidity concerns, market volatility or any other events or circumstances that in our opinion threaten the integrity and/or liquidity of the Platform. In these circumstances, Neverless may impose a temporary or permanent suspension of all deposits and/or withdrawal requests affecting all or part of User Account Balances. Neverless shall not be held responsible or liable for any loss or damage of any kind incurred by the User as a result of their withdrawal request being suspended or in case of suspension of the withdrawals or withdrawal requests across the Platform applicable to all Users. Withdrawal fees may apply as published on the Platform.

Any information provided by you to Neverless that is inaccurate, misleading or incomplete may result in your Digital Assets becoming permanently lost. Neverless shall not be held liable for any loss resulting from inaccurate, misleading or incomplete information that the User provided for such transfers. Neverless shall not be liable in any instances where the information provided by the User to Neverless resulted in a delay or failure of a requested withdrawal.

The Neverless Strategies is a Service within the Neverless Platform, whereby Neverless, acting as an intermediary on behalf of the User, places all or portion of the User’s Eligible Digital Assets with third-party entities, platforms, protocols or other similar undertakings (the “Value Generating Platforms” or “VGPs”) for the purposes of creating value and receiving rewards on the User’s Digital Assets at a certain rate, under the conditions and limitations of these Terms and other limitations that may be put forward by Neverless at any time at its sole and absolute discretion. The User may be able to receive rewards that are in the same kind of Digital Assets deposited through the Neverless platform, or in another kind of Digital Asset.

As an intermediary, Neverless administers the User’s Digital Assets on behalf of the User by entering into arrangements with VGPs and transferring the deposited Digital Assets to these VGPs, and/or acting directly on digital platforms and decentralised protocols at Neverless’s sole and absolute discretion, enabling reward generation on the Digital Assets under certain conditions. Neverless generates revenue by retaining a percentage of yield that the particular Digital Assets generate or generated while being held with VGPs.

Any rewards and balance of Digital Assets deposited by you through your Account will be visible to you in your Account.^{[b][c][d][e][f][g][h]}

Neverless, at its sole discretion, may update reward rates from time to time. The rewards rates are determined based on various considerations, including market conditions, demand and supply of particular Digital Assets. Rewards are not determined based on Neverless income or profit generated. While Neverless strives to maintain stable reward rates over time, any change in market conditions and other circumstances may bring about changes to such rates. Neverless will update Users on any change to reward rates through the Platform. If, at any time, for legal or other reasons an Account is suspended or frozen by Neverless, Digital Assets deposited through such Account may not be eligible to earn rewards. The Neverless Strategies is not an investment programme; rather, you are earning rewards, in accordance with the rates published and updated from time to time by us, on the deposit of Digital Assets you have transferred through your Account. The rewards will compound and be paid on a daily basis in accordance with this agreement less any applicable fees or offsets.

By depositing Digital Assets through your Account, you hereby represent and warrant to Neverless that such Digital Assets shall at all times be owned by you and/or full permission has been granted to you to execute any transactions using such Digital Assets without restriction or limitation and that all use of Neverless and the Services by you is solely for your own benefit and account, or for the benefit and account of the entity of which you are an Authorised Representative. Furthermore, you represent and warrant that there are no claims, liens, indebtedness or third-party interests on all such Digital Assets deposited through your Account.

By depositing the Digital Assets through their Account, Users grant all rights of possession over such Digital Assets to Neverless in order to enable Neverless to deliver the Services.

Neverless POSSESSES AND DISPOSES OF DIGITAL ASSETS TRANSFERRED THROUGH OUR PLATFORM AS PART OF THE INTERMEDIARY SERVICES IN ITS OWN ACCORD UNDER THE TERMS HEREIN. Neverless DOES NOT KEEP OR RETAIN DIGITAL ASSETS DEPOSITED THROUGH THE PLATFORM IN ITS POSSESSION OR OWNERSHIP, EXCEPT FOR A FRACTION OF DIGITAL ASSETS THAT ARE KEPT IN THE OPERATIONAL VAULTS OF Neverless, TO FACILITATE QUICK WITHDRAWALS AND OTHER ASSOCIATED SERVICES, AND TO ENHANCE USER EXPERIENCE WITH THE PLATFORM. Neverless DETERMINES THE OPERATIONAL VAULT VOLUME AT ITS SOLE AND ABSOLUTE DISCRETION.

Your Account and your use of any of our Services under these Terms do not imply or create a fiduciary, custody or trust relationship between you and Neverless. Your Account is not a checking, savings, deposit or any other type of asset account characterised as a banking product or service, it is not an investment contract, security or transferable and may not be traded, exchanged, transferred or sold to any third party under any circumstances. The Digital Assets deposited through your Account are not legal tender and are not insured by any governmental insurance plan. Subject to our sole and absolute discretion, your Digital Assets may be commingled and placed with VGPs in our efforts to bring you the Services and generate value. On your behalf and as an intermediary, Neverless may engage in lending, selling, rehypothecating, investing, pledging, exchanging, as well as initiating any other deals and transactions with the Digital Assets deposited through your Account, with our best efforts to create value for Users and impede losses.

By registering for a Neverless Account, using the Services, and depositing Digital Assets through your Account for the duration of the period of you using the Services, you explicitly grant Neverless as an intermediary, subject to these Terms and applicable laws, all rights of possession over your Digital Assets for the purpose of lending, rehypothecation, pledging, or otherwise transferring any amount of such Digital Assets, separately or together with Digital Assets of other Users, in order for Neverless to render the Services to you. You agree and acknowledge the following with respect to your Digital Assets deposited through your Account:

1. Neverless may receive compensation in administering your Digital as an intermediary to which you have no claim or entitlement;
2. Neverless may place Digital Assets deposited through your Account to and/or with such other facilities or third parties as Neverless considers appropriate, separately or together with other property;
3. You will not be able to exercise certain rights of ownership over the Digital Assets for the period that they are deposited through the Account that you might otherwise have had before;
4. You may not have any legal remedies or rights in connection with Neverless’s obligations to you as an intermediary and may not regain or recover possession of your Digital Assets deposited through your Account, including in the event that VGPs with which Neverless places your Digital Assets as part of the Services are unable to honour its obligations before Neverless, as well as other events stipulated in these Terms.

In all cases where all or part of Digital Assets being deposited by you through Neverless or otherwise deposited to your Account has incurred liabilities, debts or amounts owed by you or any of your Authorised Representatives to us, you shall grant us a security interest to such Digital Asset of your Account (“Obligations”).

Your acceptance of these Terms serves as your consent to Neverless’ asserting its security interest or exercising its right of setoff should any laws governing your Account require your consent. If the law restricts our ability to take, transfer or setoff any obligations to you, or if your Account balance is protected from attachment, levy or legal process under law, you waive those conditions and limits to the fullest extent possible under contract or law and you authorise us, at any time we deem appropriate, to take any actions necessary to offset your Obligations in any or all of your Neverless Accounts without legal recourse.

To the extent permitted by applicable law, in the event that Neverless breaches its obligation under these Terms, you may set off assets or amounts we owe you with respect to your Account against your Obligations, subject to limitations of liability contained in Section 20 below.

Any blockchain may undergo software updates from time to time, resulting in a permanent divergence in the blockchain (a “Hard Fork”). The result is that such a blockchain will split into two separate and distinct blockchains, and any Digital Asset on that original blockchain may entitle its holders to a new type of Digital Asset (the “New Token”). The support of any New Token within the Platform is solely at the discretion of Neverless. Unless otherwise announced in writing by Neverless, Neverless shall not support any New Tokens (“Unsupported Tokens”), whereby all impacted Accounts shall be denominated in the legacy Digital Asset, and rewards, if any, shall accrue in the legacy Digital Asset. The User agrees that Neverless assumes no responsibility whatsoever with respect to those Unsupported Currencies and the User shall not be able to recover the Unsupported Currencies from Neverless.

In the event of a Hard Fork or other network disruption, Neverless may not be able to support activity related to your Digital Asset, and; the transactions may not be completed, completed partially, incorrectly completed or substantially delayed. Neverless is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Hard Fork or other network disruption. Neverless may, at its sole discretion, support the New Token and discontinue its support of the legacy Digital Asset. In such an event, Users are advised to withdraw the applicable Digital Assets from their Account prior to the date of the Hard Fork. Neverless is not obligated in any way to monitor or maintain balances of New Token issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit Users for the value of such New Token. In the event a User wishes to receive New Token issued upon a Hard Fork, the User is advised to withdraw the applicable Digital Assets from their Account prior to the date of the Hard Fork. Neverless shall make all determinations regarding Hard Forks in its sole and absolute discretion and in accordance with applicable laws.

Neverless and its Services shall endeavour to create and maintain a log of records of your activities related to the use of the Services. However, it is your sole responsibility to immediately review and notify Neverless of any discrepancies, unauthorised logins, irregularities, or errors concerning the log of records of your use of the Services.

A. Neverless’s Right to Account Deactivation

Neverless reserves the right to deactivate your Account if deemed necessary at any time, with or without cause and with or without any advance notice to you, including blocking your access to the Platform and the Services.

In case of suspension, termination, deactivation, and or/deletion of your Account at our discretion without cause, we will endeavour to return your Digital Assets to you, unless our ability to do so is restricted by any law or regulation or it is not possible for us to do so.

Neverless may withhold Digital Assets or any other assets in your Account in a holding vault indefinitely in the event of irregular transactions, activities or errors for an unlimited amount of time as required by law, including but not limited to legal action and under a request of any government authorities.

Neverless may be required by law to turn over any Digital Assets in Accounts that have been unclaimed or abandoned to the jurisdiction of the User's last known residence. According to each jurisdiction, escheatment may vary, it is the Users responsibility to determine the applicability of such laws in your place of residence.

Neverless reserves the right on any unclaimed or abandoned Accounts and Digital Assets, including using those abandoned Digital Assets to collect any administrative payments, charges, or fees that Neverless incurred or may incur in connection with that particular account. All Accounts, in whole or in part, are not transferable or assignable.

You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Services or the automatic termination of your right to use your Account in accordance with these Terms.

B. Your Right to Deactivate Your Neverless Account

You may request to deactivate your Account. Before deactivating your Account, be sure to withdraw your Digital Assets from your Account. When your Account has been deactivated, you acknowledge and agree that we reserve the right to any remaining Balance from your Neverless Account to be used at our sole discretion and to delete all of your information if necessary and shall not be liable to you for any information deleted. After Account deactivation and the termination of access to our Services, you shall immediately discontinue the use of Neverless Services. It is imperative that these Terms, all legal obligations herein, and any such other agreements between Neverless and you governing your use of Services will not in any way be affected by the deactivation of your Account and that any agreement shall continue to be in effect in accordance with these Terms.

You must notify Neverless immediately if you discover any suspicious activity or transactions, unauthorised logins, or if you suspect or know that your Account has been used by an unauthorised person. YOU AGREE THAT YOU ARE RESPONSIBLE FOR MAINTAINING THE SECURITY AND CONFIDENTIALITY OF YOUR LOGIN AND PASSWORD, AND YOU ACCEPT ALL RISKS ASSOCIATED WITH UNAUTHORISED ACCESS AND USE OF YOUR ACCOUNT.

We are not liable to you for errors that may result in a financial loss to you. We may take any action that is authorised or permitted by these Terms or applicable laws without liability to you, even if such action causes you to incur fees, expenses or damages. If third parties make claims on your Account, if we receive conflicting instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by closing, suspending or freezing your Account, delivering the Digital Assets available therein to you or any third party, or interpleading assets to the court, all as we reasonably deem appropriate under the circumstances.

You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and attorneys’ fees, and we may charge or deduct them directly from your Account Balance.

We are not responsible for delays or losses incurred as a result of an error in the initiation of any transaction and have no obligation to assist in the remediation of such transactions. By initiating any transfer or using Neverless’s Services in any way, you attest that you are transacting in an Eligible Digital Asset which conforms to the particular Virtual Wallet and/or blockchain network into which assets are directed. For example, if you select an Ethereum Virtual Wallet Address to receive assets. You shall be solely responsible for ensuring that you initiate a transfer of Ethereum alone and not any other currency such as Bitcoin or Ethereum Classic or any other blockchain network. Neverless incurs no obligation whatsoever with regard to non-Eligible Digital Assets deposited through Neverless or for Eligible Digital Assets sent to an incompatible Virtual Wallet Address or blockchain network. Erroneously transmitted assets from any users may be permanently lost. We recommend that Users deposit a small amount of Digital Assets as a test before initiating a transfer of a significant amount of Digital Assets.

Neverless may refuse to permit the withdrawal or transfers from your Account if any legal action is brought against or in connection with your Account by any competent authority in any jurisdiction until all legal proceedings have been satisfied. Neverless reserves the right, regardless of the terms of any legal proceedings against you, to have the first claim to any or all assets in your Account. Any legal proceedings shall not be contested by Neverless on your behalf and, without liability to you, we may take actions to comply with the law provided that we reasonably believe any such action is appropriate. Neverless may charge your Account without prior notice for any expenses and fees accrued from any legal proceedings in connection with your Account. If any levy or garnishment has been placed against your Account, we have the right to setoff any security interest.

A. General

BEFORE USING Neverless AND ANY OF ITS SERVICES, PLEASE TAKE THE TIME TO FULLY UNDERSTAND AND CONSIDER THE RISK INVOLVED IN THIS RISK DISCLOSURE. THE RISKS LISTED ARE INTENDED TO PROVIDE YOU WITH GENERAL INFORMATION SURROUNDING THE RISKS ASSOCIATED WITH USING DIGITAL ASSETS AND THE Neverless PLATFORM AND ITS SERVICES SPECIFICALLY.

USING DIGITAL ASSETS COULD INVOLVE A SUBSTANTIAL RISK OF LOSS AND IS NOT RECOMMENDED FOR ANYONE THAT IS NOT FULLY KNOWLEDGEABLE. IT IS RECOMMENDED THAT YOU NEVER RISK MORE THAN YOU ARE WILLING TO LOSE. THIS RISK DISCLOSURE STATEMENT DISCUSSES SOME OF THE PRINCIPAL RISKS ASSOCIATED WITH DIGITAL ASSETS BUT DOES NOT AND CAN NOT INFORM YOU OF EVERY RISK INVOLVED IN HOLDING, TRADING, BUYING, OR ENGAGING IN DIGITAL ASSETS. THUS Neverless RECOMMENDS THAT YOU, RESEARCH ON YOUR OWN ADDITIONAL AND APPLICABLE RISKS INVOLVING THE USE OF DIGITAL ASSETS TO MAKE PROPER DECISIONS.

BY ACCESSING AND USING Neverless SERVICES, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE READ THE FOLLOWING RISK DISCLOSURE.

B. Risk of Loss

YOU ACCEPT THE RISK OF LOSS ASSOCIATED WITH THE LOSS OF YOUR DIGITAL ASSETS AS A RESULT OF USING THE SERVICES. WHILE USING THE SERVICES, YOUR DIGITAL ASSETS ARE NOT SUBJECT TO ANY REGULATORY OR CONSUMER PROTECTION SCHEME OR ARRANGEMENT FOR PROTECTION AGAINST LOSSES. THERE MAY BE PARTIAL OR TOTAL LOSS OF YOUR DIGITAL ASSETS ARISING OUT OF THE SERVICES, INCLUDING DUE TO THE NATURE OF THE SERVICES AND INCLUDING REASONS OUTSIDE THE CONTROL OF Neverless. Neverless IN NO CIRCUMSTANCES SHALL BE LIABLE TO YOU FOR SUCH LOSSES, AND THERE MAY BE NO REMEDY AVAILABLE IN CASE OF LOSS OF YOUR DIGITAL ASSETS, INCLUDING AND UP TO A TOTAL LOSS OF DIGITAL ASSETS.

C. Limited Services

Neverless will not offer any advice, recommendations, or invite you to deal in Digital Assets or aid you in the allocation of your Assets within our services. Any opinions, news, research, analyses, prices, or other information contained on the Neverless platform and Services are provided as general market commentary and do not constitute investment or trading advice or any other type of professional advice. Neverless will not be responsible for any loss arising from any investment or trade based on any information provided on our webpage or any of our Services or by any of its employees and executives.

You confirm that all decisions in your Account with all Digital Assets are made without reliance on any information or advice that Neverless or its representatives may have provided to you.

You are solely responsible for evaluating the suitability and commercial reasonableness of all actions using Neverless Services.

You acknowledge that Neverless is not in a fiduciary relationship with you. And should carefully consider your financial capacity and situation before making any financial decisions, and only use funds that you can afford to lose.

Your account with Neverless is not a bank account, savings account, deposit account, checking account or any other type of asset account characterised as a banking product or service. Digital assets deposited or otherwise held in your account are not protected by any other government insurance programme but by our third party insurance partner. Neverless is not a bank, credit union, trust, or any other type of financial institution.

Neverless strongly recommends that before making any financial decisions including buying, trading, holding, or using Digital Assets obtain independent legal, tax, or financial advice as we do not provide these under any circumstances. You are solely responsible to assess whether such risks are appropriate for you and for understanding the significant risks associated with Digital Assets.

D. Risks Related to Digital Assets

The risk of loss in investing, borrowing, trading, or holding Digital Assets can be substantial as these Assets are by nature highly volatile. Financial loss can incur when dealing with Digital Assets.

Digital Asset value can be highly unpredictable as the price can significantly fluctuate within a short time. Along with this extreme volatility and significant price fluctuations, their value may also not be guaranteed or backed by any jurisdiction or government.

Digital Asset value can also be affected by events, including interest rates, changes in the taxation of income and capital, world markets, foreign exchange rates, regulatory and legislative changes, market sentiments, and technological developments.

Digital Assets are not legal tender, and there is no guarantee that any person shall agree to accept them for their intended purpose at any time in the future. There can also be no guarantee that you would be able to sell or exchange your Digital Assets as the market liquidity and availability may be disrupted or limited.

The nature of Digital Assets may entice an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganisations.

You thus accept and understand that due to the nature of Digital Assets and the underlying technology, you are exposed to these and other risks over which Neverless has no control, and which are entirely passed on to you as a User, including but not limited to other risks such as the continuing evolution of Digital Assets and effect of global regulatory developments; potential price manipulation; a lack of secondary markets for certain Digital Assets; risk of the loss of Digital Assets; other hacking and technology-related risks; and any new risks which may arise from investing in new types of Digital Assets.

Digital asset transactions may not be reversible. Erroneous transactions may result in irreversible loss of your funds. Where you hold Digital Assets in your on-chain Digital wallet, you must be very cautious in maintaining your private keys and backup phrases. Loss of private keys and backup phrases may result in irreversible loss of your funds. Due to the decentralised nature of blockchain, there is no central party that may restore your private keys, extract your funds, or reimburses you for your losses.

Any third party gaining access to your Digital wallet can extract your funds, and you may not be able to identify or find such parties. Never provide any person with your wallet’s private keys or backup phrase.

Once you send Digital Assets to an address, there is a risk that you may lose access to, and any claim on, those Digital Assets either indefinitely or permanently because, for example, an address may have been entered incorrectly. Losses due to fraudulent or accidental transactions may not be recoverable.

Digital Assets which are meant to mimic or follow the price of another asset (e.g. any fiat currency, or commodity) may not always accurately reflect such prices, which can fluctuate above or below their intended value.

Digital Assets are largely unregulated in most parts of the world, and limited protection (if any) may be afforded to users in the event of a loss. Digital exchanges and service providers may not be subject to regulatory supervision.

Different jurisdictions may treat Digital Assets differently, and the cross-border nature of the blockchain and Digital Assets may make them subject to the laws of various jurisdictions. You must always make sure that any use you make of any Digital asset is compliant with all applicable laws.

Different jurisdictions may impose specific tax rules and treatments on Digital Assets. You must ensure you understand the tax implications of your activities, and always comply with all reporting and payment obligations applicable to you.

Blockchain technologies are susceptible to a wide variety of risks, from malicious attacks to technical difficulties and failures, which may result in loss of funds transacted or held over the blockchain, increased transaction costs, or delays in execution.

E. Risks Related to Using Neverless’s Services

Neverless may suffer technological difficulties which may prevent the access or use of your account, or delay your transactions.

Neverless’s top priority is the security of its systems, Digital Assets held by it, and its users’ personal information. However, Neverless (and third parties having authorised access or control over such Assets) may suffer malicious attacks and security breaches, which may result in the compromise of such Digital Assets.

We try to ensure that the information on this site is correct, but we do not give any express or implied warranty as to its accuracy. We do not accept liability for any error or omission.

Neverless deploys Digital Assets held by it in a variety of reward-generating activities, including transferring them to external platforms and systems. Neverless conducts in-depth due diligence analysis of any such third party or platform, including security, financial and credibility tests. However, Neverless can not guarantee that they shall not suffer any breaches, lose such Digital Assets, or will be able to return any and all Digital Assets to Neverless, resulting in loss of the Digital Assets. By engaging with Neverless you thus acknowledge that there is a risk that Neverless may become unable to return the Digital Assets to its users, in which case your Digital Assets may be lost, in whole or in part, and for such loss, Neverless shall not be liable.

The Rewards Neverless users earn for transferring their Digital Assets are determined based on a variety of considerations, including but not limited to market conditions, demand and supply of a particular Digital asset, interest rates in the fiat markets, and Neverless’s inventories and cost of capital. While Neverless strives to maintain stable reward rates over time, any change in circumstances may bring about changes to such rates, and may become negative in some rare events where the transaction costs associated with the Neverless Strategies Service exceed the rewards generated. Users will be updated on any change to reward rates and may choose to discontinue using the Neverless Strategies Service at any time.

Neverless does not offer custodial or fiduciary services to you and does not hold your Digital Assets as your custodian or on your behalf. We may lend, sell, pledge, hypothecate, assign, invest, use, commingle or otherwise dispose of Assets to counterparties, using our best commercial and operational efforts to prevent losses.

Legislative and regulatory changes or actions at the state, national, or international level may adversely affect Neverless’s ability to continue to provide some or all of its services in any jurisdiction, continue to support any particular Digital asset, or continue to serve any specific user or group of users. Neverless can not guarantee the continued and uninterrupted provision of the services to you. Neverless’s systems, as well as those of third parties utilised by Neverless, may be subject to errors, bugs, disruptions, interruptions, and communication failures, which may result in delays, errors, temporary suspension, or inaccessibility of the services, which might cause damages or losses to the user of the services.

You agree to indemnify and hold harmless Neverless, its affiliates, subsidiaries, parent companies, contractors, licensors, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of the Services or conduct in connection with the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulations of any jurisdiction or rights of any third party during your use of the Services. If you are obligated to indemnify the Indemnified Parties, pursuant to this Section, we shall have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.

To the maximum extent permitted by applicable law, in no event shall the Indemnified Parties be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, property information, revenue or profits, whether it be for business or financial benefit) arising out of or in connection with the access and use of any Services, any performance or nonperformance of the Services or any other product, Services or other items provided by or on behalf of Neverless whether under contract, statute, strict liability or other theory, except to the extent of a final judicial determination that such damages were a result of the gross negligence, fraud, willful misconduct or intentional violation of the law.

Neverless and other Indemnified Parties are not liable to you for claims, costs, losses, or damages of any kind as outlined above if Neverless or other Indemnified Parties are unable to provide any of the Services to you due to:

1. Reasons attributable to the User;
2. Reasons attributable to actions or inaction of any third party,
3. Reasons attributable to VGPs with whom your Digital Assets are placed and that are or were unable to honour their obligations before Neverless;
4. Delays in service provision due to regular and unplanned maintenance, as well as other related events impacting the network;
5. Tampering, unauthorised access or use of any server or database, and the use and/or abuse of information contained therein, including hacking, viruses, bugs, trojan horses or of the like that may affect the Platform;
6. Money laundering or other financial crime impacting your Account or the Platform;
7. Liquidity concerns, market volatility or any other events or circumstances that, in our opinion, threaten the integrity and liquidity of the Platform;
8. Characteristics of Digital Assets, including technical limitations or defects inherent to the digital asset issuance management system;
9. Transactions or other dealings between Users or between a User and a third party;
10. Natural disasters or force majeure events.

Neverless is not responsible for the use of any Services provided for free (where Neverless does not generate revenue from providing the particular type of Service to the User) unless otherwise specified in the relevant laws and regulations.

Except for any setoff permitted by applicable law and Section 12 of these Terms, any obligations of ours may be satisfied solely from the assets of Neverless. Without limiting the generality of the foregoing, in no event shall you have any recourse with respect to our obligations, to or against any assets of any person or entity other than Neverless, including, without limitation, any User, shareholder, affiliate, parent entity, subsidiary, investor, employee, officer, director, agent or advisor of Neverless. For the avoidance of doubt, the foregoing shall not limit any setoff permitted by applicable law and Section 12 of these Terms.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Neverless OR OTHER INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Neverless WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF REVENUE THAT Neverless OBTAINED IN CONNECTION WITH RENDERING THE SERVICES TO A PARTICULAR USER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

The conditions, limitations, and indemnification in these Terms confer benefits on Neverless and all other Indemnified Parties.

Neverless AND THE INDEMNIFIED PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. INDEMNIFIED PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICES AND ANY CONTENT AT YOUR OWN RISK. INDEMNIFIED PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO INDEMNIFIED PARTIES SHALL BE RESPONSIBLE FOR THOSE COSTS. THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICES AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. Neverless AND ANY OTHER INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHICH MAY INCUR AS A RESULT OF ANY DELAY IN THE PROVISION OF THE SERVICES.

These Terms of Use are governed by and construed in accordance with the laws of Spain to which the User irrevocably and unconditionally submits.

The terms of this Section shall apply to all disputes between you and Neverless. For the purposes of this Section, “Dispute” shall mean any dispute, claim or action between you and Neverless arising out of, under or relating to your Account, the Neverless platform, these Terms, or any other transaction involving you and Neverless, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.

Any dispute arising out of or in connection with this agreement, unless amicably settled between the Parties, shall be referred to the competent court in Spain, determined as per the procedural law of Spain. You agree that any dispute resolution proceeding subject to the applicable law under the preceding sentence shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding. No court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect other Users of Neverless.

YOU AND Neverless AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, INCLUDING CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THESE TERMS, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND Neverless AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

The contents and design of the Website, logos, trademarks, the Services and any material accessed by you on the Platform, Website and/or Neverless and the Services is copyright of Neverless and its licensors. You may not use or reproduce or allow anyone to use or reproduce any trademarks (such as Neverless name and logo or other trade names appearing on the Site or any Digital Application) for any reason without written permission from Neverless. The software and Platform that operates the Website and all the Services are proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account and during this time, no transactions may be completed until: (i) your designated fiduciary has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died.

Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account. If you have not designated a fiduciary, then we reserve the right to treat as your fiduciary any person entitled to inherit your Account, as determined by us based on Applicable Law and upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust or a small estate affidavit, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account.

Pursuant to the above, the opening of a new Account by a designated fiduciary is mandatory following the death of a Account owner, and you hereby agree that your fiduciary will be required to open a new Account and provide any requisite information under this agreement in order to gain access to the contents of your Account.

Failure or delay to enforce any of the terms or conditions of these Terms shall not constitute a waiver, relinquishment or modification of any of our rights of any such terms or conditions or any other terms or conditions. If we somehow are deemed to have waived any of our rights or have delayed the exercise of our rights, you are still responsible for any or all Obligations required by you to us under these Terms.

If we delay any exercise of our rights, or if notwithstanding the foregoing Neverless somehow is deemed to have waived any of our rights, you are still obligated to pay us Obligations you may owe us, remove any violation of these Terms and/or otherwise follow our instructions (as applicable). Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or subsequent rights in any way.

The User may not assign, delegate, sub-contract or otherwise transfer all or part of his rights or obligations under the Terms of Use whether by operation of law or otherwise, without Neverless’s express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect. Neverless may assign, delegate, sub-contract or otherwise transfer all or part of its rights and/or obligations under these Terms without notifying the User or obtaining the User’s consent. Any permitted assignment or transfer of or under these Terms shall be binding upon and inure to the benefit of the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties hereto.

You are responsible for your tax obligation arising from your use of the Services. It is your responsibility to determine what kind of filing or reporting is required of you by the competent tax authority, which taxes and to what extent you are obliged to pay, and which tax exemptions you are eligible to. Neverless shall not be required to compensate you for your tax obligation or advise you in relation to your tax issues. Notwithstanding the foregoing, Neverless may make any tax withholdings or filings that we are required to do by law.

The illegality, invalidity or unenforceability of any provision of the Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. If any provision in the Terms of Use shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable, and gives effect to the commercial intention of the Parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Terms of Use and the legality, validity and enforceability of the remainder of the Terms of Use shall, subject to any deletion or modification made under this Section, not be affected.

You confirm that you have had the opportunity to seek independent legal advice relating to all the matters provided for in these Terms and agree that there shall be no presumption that any ambiguity in the Terms should be construed against Neverless solely as a result of the role of Neverless in the drafting of the Terms, and that the provisions of these Terms and all documents entered into pursuant to the Terms are fair and reasonable.