Last update: 17.11.2022
Please, read this term of use carefully, as they form a binding legal agreement between you and HenriPay. These Terms do not govern your access and use of any software, websites and services which may be made available to you under separate license terms from third-party service providers, and HenriPay is not responsible for this use, conduct or any other outcome regarding the use of those platforms, services or providers.
These Terms and Conditions (this “Agreement”) govern your access to and use of certain products, services and properties made available by Henri Broen Investments B.V. d/b/a HenriPay (“HenriPay”, “we,” “us” or “our”).
Our products, services and properties include, without limitation, our website available at henripay.com (the “Site”), our services to facilitate the purchase, storage, and transfer of specific non-fungible tokens (“NFT(s)”), and software provided on or in connection with those services (collectively, the “Service”).
Certain features of the Service may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into this Agreement. If this Agreement is inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely concerning such services.
HENRIPAY IS NOT A FINANCIAL INSTITUTION AND IS NOT A PAYMENT SERVICE PROVIDER.
HENRIPAY FACILITATES TRANSACTIONS OF NFTS ON BEHALF OF USERS IN CONNECTION WITH THE PURCHASE, STORAGE, AND SALE OF SUCH NFTS. YOU ACKNOWLEDGE AND AGREE THAT, IF YOU USE THE SERVICE TO PURCHASE AN NFT, THE PLATFORM OR THIRD-PARTY SELLER ORIGINALLY OFFERING SUCH NFT (the “Original Offeror”) SHALL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THIS AGREEMENT WITH RESPECT TO ANY SUCH PURCHASES. YOU AGREE THAT HENRIPAY SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY ORIGINAL OFFEROR OF AN NFT IN RESPECT OF SUCH NFT OR ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS EMBODIED THEREBY OR INCLUDED THEREWITH.
YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF NFTS YOU PURCHASE THROUGH THE SERVICE OR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR THROUGH THE SERVICE, HENRIPAY MAKES NO CLAIMS ABOUT AND IS NOT RESPONSIBLE FOR THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF NFTS THAT YOU MAY PURCHASE THROUGH THE SERVICE. HENRIPAY IS NOT RESPONSIBLE FOR ANY CLAIMS MADE BY ANY ORIGINAL OFFEROR OF SUCH NFTS.
PLEASE READ SECTION 3 OF THIS AGREEMENT. IT PROVIDES FOR YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATION FROM US.
PLEASE READ SECTION 18 OF THIS AGREEMENT CAREFULLY. IT CONTAINS INFORMATION ON HOW DISPUTES BETWEEN US CAN BE SUBMITTED FOR ARBITRATION.
THIS AGREEMENT IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, PURCHASING ITEMS THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE.
If you do not agree to this Agreement, you may not access or use the Service or purchase any NFTs through the Service. For existing users of the Service, you acknowledge and agree that this Agreement is effective beginning on the date you first accessed and/or used any Service.
We reserve the right to change this Agreement at any time and at our sole discretion. Hence, we encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If we make changes to this Agreement, we will provide notice of such modifications, such as by sending an email notification, providing notice through the Service or updating the “Last Update” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Agreement and all the terms incorporated therein by reference. You may not access or use the Service if you do not agree to the revised Agreement.
The Service is a software application made available by HenriPay that allows Registered Users (as defined below) to (i) engage in transactions directly with HenriPay for the purchase of NFTs in exchange for fiat currency and/or cryptocurrency, in each case per the functionality of the Service (each such transaction, a “Transaction”); and (ii) Airdrop the NFT to the designated wallet. Transactions may be facilitated through our website directly or through a HenriPay plug-in or other integration on a third-party platform.
You may only use certain portions of the Service by registering for an Account, as defined below.
You agree that you are responsible for your conduct while accessing or using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.
To use certain features of the Service, you will need to register for an account on the Service (“Account”). You must be eighteen (18) years old or otherwise capable of forming a binding contract to register for an Account. By creating an Account, you agree to (i) provide accurate, current, and complete information about yourself, (ii) maintain and promptly update from time to time as necessary your information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Account.
You may not have more than one Account, and HenriPay reserves the right to block multiple Accounts of the same user.
You may sign into the Service with a combination username/password or via a compatible third-party service (“Third-Party Account”) by allowing HenriPay to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of such Third-Party Account.
You represent that you are entitled to disclose your Third-Party Account login information to HenriPay and/or grant HenriPay access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating HenriPay to pay any fees or making HenriPay subject to any usage limitations imposed by such third-party service providers.
By granting HenriPay access to any Third-Party Accounts, you understand that HenriPay may access, make available, and store (if applicable) any information, data, text, software, messages, tags and/or other materials accessible through the Service (collectively, “Content”) that you have provided to and stored in your Third-Party Account, solely as permitted by the functionality of the Service and your permission settings in such within such Third-Party Account.
Please note that if a Third-Party Account or associated service becomes unavailable, or the third-party service provider terminates HenriPay’s access to such Third-Party Account, then any Content made available from or through such Third-Party Account may no longer be available on and through the Service.
You can disable the connection between your Account and your Third-Party Accounts at any time by accessing your settings within such a Third-Party Account.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND HENRIPAY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
HenriPay makes no effort to review any Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and HenriPay is not responsible for any Content.
You agree that you will not (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third-party applications or clients.
When you register for your Account, you agree to provide HenriPay with any information we request for identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime and permit us to keep a record of such information. HenriPay reserves the right to require you to provide additional information and documents as it believes necessary, including at the request of any competent authority or to assist HenriPay with complying with its obligations under applicable law, regulation, or policy, including laws related to anti-money laundering and contrasting financing of terrorism. HenriPay may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your Account is being used for money laundering or any other illegal activity; (ii) you have concealed or reported false identification information, and other details; or (iii) Transactions effected via your Account were executed in breach of this Agreement. In such cases, HenriPay, in its sole discretion, may pause or cancel your Transactions until such requested additional information and documents have been reviewed by HenriPay and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, or HenriPay is otherwise unable to verify your identity, HenriPay may, in its sole discretion, (i) reverse or rescind any NFT purchase Transaction that it reasonably suspects has been conducted in violation of applicable law or this Agreement; and/or (ii) refuse to provide any NFT, Content, product, service and/or further access to the Service to you.
By creating an Account, you consent to receive electronic communications from HenriPay (e.g., via email or by posting notices to the Service). These communications may include notifications about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We are not obligated to store for your later use or access any such electronic communication we make to you. We may also send you promotional communications via email, including newsletters, special offers, surveys and other news and information we think will interest you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
When you register for an Account, you hereby represent and warrant, to and for the benefit of HenriPay, its affiliates and its and their respective representatives that
To purchase an NFT using the Service, you must provide a valid and accepted payment method, such as your credit card (your “Payment Method”). Upon HenriPay’s authorization and verification of your Payment Method(s), you will be able to engage in Transactions.
You are responsible for keeping all information about your Payment Method updated and accurate under the terms of this Agreement.
Each user who has registered for an Account (each, a “Registered User”) and has provided a valid Payment Method to HenriPay can use the Payment Method to purchase an NFT being offered for sale by HenriPay or by an Original Offeror, including without limitation (i) an Original Offeror that has integrated the Service into its platform; and (ii) an Original Offeror offering an NFT that they own for sale through a third-party platform that has integrated the Service into its platform. All pricing for such NFTs is set by the seller of such NFTs and listed at the point of sale or otherwise through the platform on which such seller makes such NFTs available for purchase.
You acknowledge and agree that the price for each NFT is set by the Original Offeror and listed at the point of sale or otherwise through the platform on which such seller makes it available for purchase.
When you use the Service to purchase an NFT offered for sale by an Original Offeror, you agree and understand that HenriPay will (i) purchase such NFT and take custody of such NFT, and (ii) settle the Transaction with you by charging or debiting your chosen payment method and delivering to your Wallet the NFT you have purchased from HenriPay. Once HenriPay completes the purchase of the NFT from the Original Offeror, HenriPay settles with the Original Offeror via payment in cryptocurrency or fiat currency, as applicable.
HenriPay will facilitate the transfer of any NFT you purchase using the Service to your wallet as soon as funds have settled to HenriPay, or earlier in HenriPay’s sole discretion. This settlement of funds to HenriPay, and in turn, the transfer of the NFT from HenriPay to your wallet, may take up to three business days but, in some cases, might be longer. HenriPay is not responsible for any delays related to such a transfer. HenriPay may also require you to provide additional information and documents in connection with a Transaction where it has reasons to believe that: (i) your Account is being used for money laundering or any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) Transactions effected via your Account were effected in breach of this Agreement. In such cases, HenriPay, in its sole discretion, may pause or cancel such Transaction until such requested additional information and documents have been reviewed by HenriPay and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, or HenriPay is otherwise unable to verify your identity, HenriPay may, in its sole discretion, (A) reverse or rescind any NFT purchase Transaction that it reasonably suspects has been conducted in violation of applicable law or this Agreement; and/or (B) refuse to provide any NFT, Content, product, service and/or further access to the Service to you.
If HenriPay cannot complete your Transaction for any reason (including price movement, market latency, or order size), HenriPay will reject the order and notify you of such rejection. In the event a Transaction cannot be completed: (i) if your card has not been charged, HenriPay will authorize a release of any hold on your card in connection with a rejected order; and (ii) if your card has already been charged, HenriPay will initiate a refund to your card. You will not be irrevocably charged for a rejected Transaction unless it is due to your breach of this Agreement or agreement with the provider of your Payment Method or otherwise as outlined in Section 6 below.
When you choose to purchase an NFT through the Service using a cryptocurrency, we will request the applicable cryptocurrency funds from your wallet before we buy the NFT. If HenriPay’s buying transaction fails, and you are entitled to a refund as addressed in the immediately preceding paragraph, you acknowledge and agree that (i) you may be liable for gas fees and other transaction costs in connection with such refund; and (ii) at our sole discretion, we may provide such refund in an equivalent value in a different cryptocurrency from the one in which you initially funded the purchase.
If you are entitled to a refund in connection with a cryptocurrency purchase of an NFT, you will be asked to enter a valid third-party digital wallet address through the Service. You represent and warrant that you are the owner of the wallet that you provide. You are solely responsible for ensuring that the wallet address is correct and that the wallet supports the cryptocurrency in which the refund will be processed. All such refund payments are non-cancellable and irreversible.
HenriPay does not offer wallets. Hence, to buy NFTs through HenryPay, you must provide us with a valid third-party wallet. Upon your purchase, HenriPay will airdrop your NFT directly into the wallet designated by you.
You acknowledge and agree that you are fully responsible for any information you share with us on your third-party wallet. For your wallet, only the terms and conditions of your third-party provider shall apply.
HenriPay does not hold wallets as a custodian.
Any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
All pricing and fees will be set forth at the point of sale. By using the Service, you agree to pay all applicable fees. HenriPay reserves the right to adjust its pricing and fees at any time. We will notify you of the pricing and fees that apply to your Transaction when you authorize the Transaction and each receipt we issue to you. Our fee may include gas fees to process a Transaction, which we will calculate at our discretion. We will notify you of the total amount of your purchase at or before the time you authorize the Transaction. You are responsible for paying any additional fees your financial services provider charges. If we receive payment in an amount less than the total due for the relevant Transaction, we will reject the order, notify you of the reason for the rejection, and (except where otherwise required to comply with applicable law) return the payment less our processing costs. You may be responsible for additional transaction fees, including gas fees, in connection with your Transaction.
When a Transaction is initiated through your Account, we will assume that you authorized such Transaction unless you notify us otherwise. If you believe you did not authorize a particular Transaction or that a Transaction was incorrectly conducted, you must contact us as soon as possible. While we endeavour to assist with unauthorized or erroneous Transactions, we cannot guarantee that we will be able to reverse or correct any Transaction once it has been initiated.
You cannot cancel, reverse or change any Transaction marked as complete or pending. If your payment is not successful, if your Payment Method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize HenriPay, in its sole discretion, to either cancel the Transaction or to debit any of your other Payment Methods in any amount necessary to complete the Transaction on its original terms. You agree to make any such payment upon HenriPay’s request.
You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdrafts, non-sufficient funds (NSF) or similar fees charged by your financial services provider. We reserve the right to refuse to process, cancel, or reverse any Transaction at our sole discretion, even after funds have been debited from your Payment Method(s) if we suspect the Transaction violates this Agreement. In such instances, HenriPay will reverse the Transaction, and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the cancelled Transaction.
HenriPay may use a third-party payment processor to process any payment you make to HenriPay. HenriPay may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.
Whether a particular currency or cryptocurrency is accepted as a payment method by HenriPay is at HenriPay’s sole discretion and subject to change at any time.
HenriPay may, from time to time, make available certain conditional offers, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Service. The rules governing such Promotion will be made available in connection with such Promotion. HenriPay will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
Unless otherwise indicated in writing by us, the Service and all Content and other materials contained therein, including, without limitation, the HenriPay logo, are the proprietary property of HenriPay or our affiliates, licensors or users, as applicable.
Notwithstanding anything to the contrary in this Agreement, the Service and Content may include software components provided by HenriPay or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
The HenriPay logo and any HenriPay product or service names, logos or slogans that may appear on the Service are trademarks of HenriPay or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “HenriPay,” or any other name, trademark or product or service name of HenriPay or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of HenriPay and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by HenriPay.
You are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service and Content for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Service or Content, (ii) distribute, publicly perform, or publicly display any Content, (iii) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and (vi) use the Service or Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 10 below.
You are granted a limited, nonexclusive, non-transferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray HenriPay or our affiliates or any of our Services, Content, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in HenriPay’s sole discretion. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of HenriPay to link to the Service or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any HenriPay trademark, logo or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
HenriPay may change or discontinue any or all aspects or features of the Service, including by deactivating or deleting Accounts that HenriPay, at its sole discretion, determines have been abandoned. In such events, you may no longer be able to access, interact with or read the data from the Service.
The Service may contain links to third-party properties (“Third-Party Properties”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Property or Third-Party Application, you are subject to the terms and conditions (including privacy policies) of another property or application.
Such Third-Party Properties and Third-Party Applications are not under the control of HenriPay. HenriPay is not responsible for any Third-Party Properties or Third- Party Applications. HenriPay provides links to these Third-Party Properties and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Properties or Third-Party Applications, or their products or services. You use all links in Third-Party Properties and Third-Party Applications at your own risk.
When you leave our Service, this Agreement and our terms and policies no longer apply. You should review all applicable agreements and policies, including privacy and data-gathering practices, of any Third-Party Properties or Third-Party Applications and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The Service and Content may include components, including software components, that are provided by a third party and that are subject to separate license terms, in which case those license terms will govern your access to and use of such components. For example, when you click to get more details about an NFT, you may see a link to the Third-Party Property from which such NFT originated. Our Service and/or any Third-Party Property may include terms governing the use of such NFT, including license terms. In the event you purchase such NFT through our marketplace, you are required to comply with the terms that govern such NFT, which may be different from this Agreement.
You agree that you are solely responsible for your conduct while participating in the purchase or sale of NFTs or otherwise accessing or using the Service.
You agree that you will abide by this Agreement and will not:
If HenriPay becomes aware of any violations by you of this Agreement, HenriPay reserves the right to investigate such violations. If, because of the investigation, HenriPay believes that any illicit or otherwise criminal activity may have occurred, HenriPay reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. HenriPay is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including Content, in HenriPay’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of HenriPay, its users, or the public, and all law enforcement or other government officials, as HenriPay in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Service, including, without limitation, text, voice, or video communications.
You hereby release and forever discharge HenriPay and our officers, employees, agents, successors, and assigns (“HenriPay Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Properties).
YOU HEREBY GENERALLY RELEASE HENRIPAY FROM CLAIMS, BUT IT IS NOT EXTENDED TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY THEM, WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You acknowledge and agree that:
HenriPay reserves the right to hide NFTs that HenriPay suspects or believes may violate this Agreement. In such cases, NFTs you purchase may become inaccessible on the Service. Under no circumstances shall the inability to access or view your NFTs on the Service serve as grounds for a claim against HenriPay.
HenriPay has no responsibility for the NFTs purchased or stored through the Service. HenriPay does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT.
HenriPay makes no representation, guarantee, or warranty of the authenticity or legality of any NFT or any Original Offeror.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless HenriPay and the HenriPay Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, Content or NFTs, including, without limitation, any act or omission involving any third party in connection with the purchase, storage, or withdrawal of any NFTs hereunder; (b) any feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) the purchase, storage, or withdrawal of any NFTs. You agree to promptly notify HenriPay of any third-party Claims and cooperate with the HenriPay Entities in defending such Claims. You further agree that the HenriPay Entities shall have control of the defense or settlement of any third-party Claims.
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND HENRIPAY.
THE SERVICE 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.
HENRIPAY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
HENRIPAY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE OR ANY CONTENT CONTAINED THEREIN.
HENRIPAY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED IN THE SERVICE.
WHILE HENRIPAY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, HENRIPAY CAN NOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, OR ANY NFT LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CAN NOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US 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 LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ITEMS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR ITEMS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT HENRIPAY OR ANY HENRIPAY ENTITY CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS. WE CAN NOT AND DO NOT GUARANTEE THAT ANY NFT WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL OR RESELL ANY NFT PURCHASED THROUGH THE SERVICE.
HenriPay is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behaviour of software (e.g., smart contract), blockchains, or any other features of or inherent to the NFTs. HenriPay is not responsible for casualties due to any delay or failure to report any issues with any blockchain supporting NFTs, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Nothing in this Agreement shall exclude or limit the liability of either party for fraud, death or bodily injury caused by negligence or violation of laws.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HENRIPAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SERVICE, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF HENRIPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF HENRIPAY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR ACCESS TO AND USE OF THE SERVICE, CONTENT (INCLUDING YOUR CONTENT), OR ANY NFTS PURCHASED, STORED, OR WITHDRAWN THROUGH THE SERVICE EXCEED THE GREATER OF (A) EUR 100 OR (B) THE AMOUNT RETAINED BY HENRIPAY IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
To all agreements to which this Agreement has been declared applicable, Netherlands legislation applies unless mandatory legislation stipulates otherwise.
If you are a citizen of the Netherlands, disputes between you and HenriPay over the conclusion or exercising of contracts relating to products and services to be supplied or delivered by HenriPay can be submitted by both you and us to the relevant arbitration committee De Geschillencommissie (https://www.degeschillencommissie.nl/), Postbus 90600, 2509 LP Den Haag.
A dispute will only be handled by the Disputes Committee if you have first submitted your complaint to HenriPay within a reasonable period of time, and your complaint did not lead to a solution. In this case, you must submit your case to the Disputes Committee in writing (or in another form as determined by the Disputes Committee) within twelve (12) months from the submission of your complaint to HenriPay.
If you are a citizen of the European Union, Norway or Iceland and you live outside of the Netherlands, and you would like to file a complaint with one of the complaints boards, you should contact the European Consumer Center (ECC) (https://ec.europa.eu/info/live-work-travel-eu/consumer-rights-and-complaints/resolve-your-consumer-complaint/european-consumer-centres-network-ecc-net_en) in your own country. The ECC in your country will communicate with you in your own language. Please note that the ECC will not advocate on your behalf at the complaints board, but they will assist you.
If you wish to submit a dispute to a Disputes Committee, HenriPay shall be bound by your choice.
The Disputes Committee shall rule under the provisions of the regulation applicable to them. For the treatment of a dispute, compensation is due. The Dispute Committee gives a ruling by issuing binding advice. The ruling will be binding for both you and us. A court of law can only annul the binding advice if the ruling in the context of the substance or way of adoption would be unacceptable in the prevailing circumstances, against standards of reason and fairness.
The Disputes Committee will not deal with a dispute or will cease its proceedings if HenriPay has been granted a suspension of payments, gone bankrupt or has actually terminated business activities before a dispute has been dealt with by the Disputes Committee at the session and a final ruling has been issued.
Any dispute between the parties that is not subject to arbitration shall be resolved in a Dutch court of law.
You acknowledge and agree that HenriPay own all legal right, title and interest in and to the Website and any software used for rendering Services. The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, organization, compilation of the content, code, data, and all other elements of the Services are protected by international copyright laws, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
YOUR USE OF THE SERVICES DOES NOT GRANT YOU OWNERSHIP OF ANY OTHER RIGHTS. HENRIPAY RESERVES ALL RIGHTS TO THE SERVICES NOT EXPRESSELY GRANTED HEREIN.
In addition, all trademarks, and trade names contained in the Services are proprietary to HenriPay and may not be used without written permission in connection with any third-party products or services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website or the Services.
You understand that your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without HenriPay’s prior written consent. HenriPay may assign its rights and obligations under these Terms to third parties without the consent of the User. HenriPay has the right to involve third parties for the fulfilment of its obligations.
We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of HenriPay.
HenriPay’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Except as otherwise provided herein, this Agreement is intended solely for the benefit of HenriPay, and you and are not intended to confer third-party beneficiary rights upon any other person or entity.
Henri Broen Investments B.V.
Croy 7C, 5653LC Eindhoven, Netherlands
Postbus 31268, 6503CG Nijmegen, Netherlands