Interface Agreement

NettyWorth Interface Agreement

Effective Date: October 16, 2024

Please read this Interface Agreement (this "Agreement") carefully. This Agreement is a legally binding contract between you ("you", "your", or "User") and NettyWorth, Inc. ("NettyWorth", "we", or "us"). By clicking or tapping any button marked "I Accept," "I Agree," or similar, or by using the Site or App to access the Protocol (each as defined below), you acknowledge and agree to this Agreement and confirm that you are of legal age and have the capacity to enter into this Agreement.

This Agreement is between you and NettyWorth concerning your use of the website located at https://nettyworth.io/ (the “Site”) and the corresponding application (the “App”). For ease, the Site, App, and services we provide will be collectively referred to as the “Interface.” The Interface offers users a graphical, browser-based means to interact with the Netty Protocol—a set of autonomous smart contracts executed via blockchain validators that facilitate secure, peer-to-peer decentralized finance transactions, including loans backed by digital and real-world assets (collectively “RWA”). We do not take ownership of any assets when you use the Interface. YOU ACKNOWLEDGE THAT NETTYWORTH IS NOT A LENDER, BORROWER, OR PARTY TO ANY TRANSACTION YOU CONDUCT USING THE PROTOCOL.

If you are accessing the Interface on behalf of an organization (a corporation, partnership, etc.), you agree to bind that organization and yourself to this Agreement and affirm that you have the authority to do so.

NOTICE TO RESTRICTED USERS:

NETTYWORTH INTERFACE AND SERVICES ARE NOT AVAILABLE TO USERS FROM RESTRICTED TERRITORIES, INCLUDING CUBA, IRAN, NORTH KOREA, SYRIA, CRIMEA, DONETSK, LUHANSK, OR ANY SANCTIONED JURISDICTION. USE OF A VPN TO CIRCUMVENT THIS PROVISION IS STRICTLY PROHIBITED.

This Agreement contains a mandatory arbitration clause in Section 17. Please review it carefully, as it affects how disputes are resolved.

Changes to the Agreement
NettyWorth reserves the right to modify the terms of this Agreement as necessary. Any changes will be communicated to users either directly, such as via email or notifications, or by posting the updated terms on the Interface. It is your responsibility to review and stay updated with these changes. By continuing to use the protocol after being notified, you agree to the new terms. Importantly, changes are not retroactive, meaning they won’t affect any disputes or events that occurred before the updated terms were in effect.
NettyWorth also reserves the right to make changes to the protocol, such as discontinuing certain features or adjusting fees. These changes could be made without prior notice and without liability to users. If, for instance, NettyWorth decides to discontinue a specific part of the Interface, users cannot claim compensation or hold the protocol liable for loss of access to those services.
Use of the Interface
As a user, you bear full responsibility for any activity that occurs under your account, whether or not you personally authorized it. This means that you should take all necessary precautions, such as securing your account credentials, to prevent unauthorized access. If any activity is conducted using your account, you will be liable for any consequences or violations.
Furthermore, you must ensure that your use of the Interface complies with all applicable local and international laws, including but not limited to intellectual property laws, consumer protection laws, and regulations regarding online activities. It's also your responsibility to provide the necessary hardware and software (e.g., computers, phones, operating systems) and ensure a stable internet connection that meets the technical requirements of the Interface. NettyWorth will not be responsible for any failures on your part to meet these requirements or any resulting inability to use the Interface.
Rules of Conduct
When using NettyWorth's Interface, you must adhere to the following guidelines:
Do not use the protocol for illegal or unethical purposes, including fraud, money laundering, or other unlawful activities. You are prohibited from posting or transmitting content that is defamatory, harassing, threatening, abusive, libelous, or that promotes hate, violence, or discrimination. Content that violates the intellectual property rights, privacy, or other rights of others is strictly forbidden. Do not post, share, or distribute any content that includes obscene, indecent, or pornographic material. Additionally, content that could harm or exploit others, or violate insider trading or trade secrets laws, is prohibited.You are forbidden from uploading or distributing any viruses, worms, Trojan horses, spyware, or other malicious software designed to interfere with the functionality of any software, hardware, or communication systems. Do not engage in any actions that attempt to disrupt or damage the Interface's operations, such as hacking, introducing malware, or circumventing security systems. The unauthorized use of automated programs, such as bots or scripts, to access, scrape, or engage with the protocol is prohibited. Attempting to reverse-engineer, decompile, disassemble, or access the source code of the Interface is forbidden, unless permitted by law. You may not harvest, collect, or distribute personal information about other users or use such information for unauthorized purposes. Any effort to frame, mirror, or reproduce any part of the Interface’s content without explicit permission is prohibited. You are also prohibited from taking any action that restricts or inhibits other users from using the Interface or disrupts their experience. Failure to comply with these rules may result in the suspension or permanent termination of your account, as well as potential legal action depending on the severity of the violation.
Transactions
All transactions conducted via the Interface involve interactions between users through the Protocol. NettyWorth is not a party to any transactions and therefore does not assume responsibility for the accuracy, legality, or reliability of these transactions. It is up to users to ensure that they fully understand and agree to the terms and conditions of any transaction or loan conducted through the Interface. This includes confirming interest rates, repayment terms, and the value of any assets involved.
NettyWorth does not actively monitor or mediate disputes between users who engage in transactions. However, in cases where a user’s actions violate this Agreement or the protocol's rules, NettyWorth reserves the right to intervene. This could involve enforcing certain provisions of the Agreement, suspending accounts, or taking action to ensure compliance with protocol policies. Nonetheless, users are primarily responsible for resolving their disputes independently.
Fees, Penalties, and Taxes
Users may incur fees for using certain services or accessing the Protocol. NettyWorth will communicate these fees transparently through the Interface, and any updates will be provided to users in advance. Users are responsible for covering all applicable fees and taxes associated with their transactions on the protocol. NettyWorth also reserves the right to audit users' accounts to ensure compliance with these financial obligations. In the event of unpaid fees or noncompliance, penalties may be applied, including the suspension of access to the Interface or specific services. This clause ensures that users are aware of their financial responsibilities while interacting with the protocol.
NettyWorth’s ability to audit user activities highlights their interest in maintaining an accurate and fair financial relationship between the protocol and its users. Should discrepancies be found, users will be expected to settle any outstanding fees. Moreover, failing to comply with these requirements can lead to serious consequences, such as limited access to services or even termination of the account. This proactive measure ensures that all users abide by the terms and keep their accounts in good standing.
Intellectual Property
All materials available on NettyWorth’s Interface, including content, software, systems (such as the proprietary NettyScore system), and data, are the intellectual property of NettyWorth or its licensors. The protocol grants users a limited, non-exclusive, revocable, and non-transferable license to use these materials solely for the intended purposes. This means users can interact with the content and systems but cannot modify, distribute, reproduce, or otherwise exploit the intellectual property for personal gain or any unauthorized purpose.
NettyWorth takes unauthorized use of its intellectual property seriously. Any reproduction or modification of its content outside the bounds of the license agreement is strictly prohibited and could result in legal actions. This clause protects NettyWorth’s innovative systems and proprietary technology, ensuring that the protocol remains secure and its value safeguarded from unauthorized use.
**User Material
**The Interface may allow users to submit, post, display, or otherwise make available content like profile information, details about NFTs or other digital assets, loan terms, messages, comments, and more (collectively referred to as "User Material"). While NettyWorth does not claim ownership of this material, you grant NettyWorth a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and fully sublicensable license to use, modify, reproduce, distribute, perform, display, adapt, and create derivative works from your User Material in any media now known or developed later. This license allows NettyWorth to operate efficiently and improve services, including using User Material for marketing, promotional purposes, or incorporating it into protocol enhancements. You retain ownership of the User Material you provide; however, by submitting it, you agree that others may view, share, or interact with your material in accordance with your chosen privacy settings. It is your responsibility to ensure that all User Material complies with applicable laws and regulations, including intellectual property, privacy, and any other third-party rights. By providing User Material, you represent and warrant that: You have the necessary rights and permissions, including written consent from identifiable individuals if required, to submit such material for its intended use. Your User Material does not infringe on the rights of any third party, including intellectual property or privacy rights. All the information you provide is accurate, truthful, and up to date, and it does not violate any laws. NettyWorth does not take responsibility for any misuse or misrepresentation of User Material by other users or third parties. Additionally, NettyWorth is under no obligation to monitor the content but reserves the right to review, modify, or remove User Material that violates this Agreement or is deemed inappropriate. While NettyWorth provides a protocol for distributing your content, it acts solely as a passive conduit and is not responsible for monitoring disputes between users over User Material or its accuracy. Users are encouraged to resolve any issues independently, though NettyWorth reserves the right to intervene if there is a violation of the terms of this Agreement.
**Third-Party Materials
**NettyWorth may integrate or provide access to third-party services, including decentralized finance (DeFi) applications, via its Interface. These third-party materials operate independently of NettyWorth, and while accessible through the protocol, NettyWorth does not endorse, monitor, or assume responsibility for the accuracy, security, legality, or reliability of such services. Users should be aware that when engaging with these external services, they do so entirely at their own risk. NettyWorth expressly disclaims liability for any outcomes or issues arising from third-party interactions, including security vulnerabilities, data inaccuracies, or any potential legal ramifications. Any disputes, risks, or damages that arise from the use of these services, such as breaches, service failures, or misrepresentations, fall outside the scope of NettyWorth's control and responsibility. This means that users should carefully evaluate the risks before sharing sensitive information or engaging with these services. Furthermore, third-party links or services accessible via the Interface may have their own terms of use and privacy policies that differ from those of NettyWorth. It is the responsibility of the user to read and understand the specific policies of any third-party service they engage with. By including this provision, NettyWorth clarifies that it is not accountable for the alignment or compliance of third-party services with its own standards of accuracy, safety, or legality. Any interactions with these services are governed by their respective terms, and users must exercise due diligence and caution when navigating these external environments.
**Compliance with Laws
**As a user, you bear the responsibility to ensure that your actions on the NettyWorth Interface are fully compliant with local, national, and international laws. This includes adhering to U.S. export control laws and avoiding interactions with individuals or entities subject to government sanctions. Violating these laws can result in the immediate suspension or termination of your access to the protocol. NettyWorth is obligated to maintain its legal standing and may need to act swiftly to prevent any breach of regulatory frameworks.
To clarify, U.S. export controls regulate the transfer of technology, services, and information to certain countries, individuals, or entities deemed a threat to national security or foreign policy interests. This means users cannot engage in transactions or activities that directly or indirectly involve these restricted parties. Users must understand that even unintentional violations of these regulations can result in penalties for both themselves and the protocol. In addition to adhering to export controls, users must ensure that all transactions or activities comply with any other applicable laws, including anti-money laundering (AML) and counter-terrorism financing regulations. Users are expected to remain informed about the legal requirements relevant to their activities on the protocol, and failure to comply may result in legal action, financial penalties, or removal from the protocol. NettyWorth takes compliance seriously and enforces these standards to avoid exposure to legal risks.
Warranties
When using NettyWorth’s Interface, you represent and warrant the following commitments to ensure legal and regulatory compliance, trustworthiness, and transparency across the protocol:
Necessary Approvals and Licenses: You affirm that all required licenses, permits, and consents have been obtained from relevant government authorities (federal, state, local, or municipal) to engage in any transaction or submit any content on the Interface. This ensures that your use of the protocol complies with all legal requirements. Authority to Act: If you are acting on behalf of an organization, you represent that you have the legal authority to bind that organization to the terms of the Agreement. This means that you have been duly authorized under your organization’s corporate governance structures to engage in transactions, submit materials, and act on the organization's behalf within the protocol. Compliance with Corporate Powers: You further represent that your actions, whether individually or on behalf of an organization, are in accordance with corporate or entity powers. This includes adhering to governance rules, contract agreements, and corporate authorizations that empower you to act in legal capacities, such as entering into financial agreements or performing under this Agreement without requiring further approvals from third parties or governmental bodies.
Good Faith and Intent: Every action you undertake on the protocol is expected to be performed in good faith. This means you must not engage in activities that could mislead, defraud, or deceive other users or third parties. Any transactions conducted must be free from fraudulent intent, and all representations must be accurate and transparent. Violations of this expectation can result in legal consequences or suspension of protocol access.
Duly Organized and Legally Compliant: If you represent an organization, you warrant that it is duly organized, validly existing, and in good standing in its jurisdiction. This includes being appropriately licensed and authorized to conduct transactions in the states or regions in which it operates. You confirm that no further legal filings or approvals are required, and that your organization complies with all local laws governing its business activities.
Assurance of Transaction Integrity: Any transaction you submit must not be designed to hinder or defraud other parties. You represent that the transaction is made in good faith, is legal, and is not an attempt to manipulate the protocol or circumvent the Agreement. This includes ensuring the accuracy of all transactional terms, such as interest rates, repayment schedules, and asset valuations. Ongoing Compliance and Performance: You affirm that you will continue to comply with this Agreement and perform each obligation outlined herein. Failure to meet any covenant may result in penalties, account suspension, or further legal action by NettyWorth.
By adhering to these warranties, you help maintain a secure, transparent, and compliant protocol, fostering trust among users and enabling NettyWorth to function effectively as a reliable marketplace.
Indemnity
By agreeing to indemnify NettyWorth, you take on the responsibility for defending the company and its affiliates against any legal claims, liabilities, or expenses that arise due to your use of the Interface. This includes covering all damages, losses, debts, legal costs (including attorney’s fees), and liabilities related to:
Actions taken on or through the Interface, such as data shared, content posted, or transactions conducted.
Violations of the Agreement’s terms, including any misrepresentation or false information provided.
Any breach of third-party rights, such as intellectual property infringement or privacy violations.
Violations of any applicable laws or regulations, whether intentional or unintentional.
Fraud, negligence, or willful misconduct on your part. Disputes between you and other users or third-party services. If a third party brings a claim against NettyWorth due to your actions (e.g., fraudulent transactions, sharing harmful content, violating someone’s rights), you are required to defend NettyWorth against such claims. This includes paying for any settlements, damages, and legal fees that arise. Furthermore, this indemnity extends to cover claims stemming from your use of third-party services linked or integrated into the protocol, as well as any actions other users might take using your account (with or without your authorization). The indemnity clause ensures that NettyWorth is protected from bearing legal consequences caused by user activities, transferring the responsibility and financial burden directly to you, the user.
Disclaimer
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(A) The Interface and any third-party services, content, or decentralized finance (DeFi) functionalities accessed through it are provided "as is" and "as available" without any warranties, whether express, implied, or statutory. This includes disclaimers of all implied warranties, such as merchantability, fitness for a particular purpose, non-infringement, and title. (B) NettyWorth disclaims all liability for any losses, damages, or claims arising from your use of the Interface, including: User Error: Mistyped wallet addresses, incorrect transaction details, forgotten passwords, or user mistakes. Server Failures or Data Loss: Losses related to system outages, server errors, or data corruption. Unauthorized Access: Losses from unauthorized access to your account, whether due to weak passwords, compromised accounts, or other reasons beyond NettyWorth's control.
Third-Party Attacks: Issues arising from third-party activities, such as phishing, viruses, brute-force attacks, or other security breaches targeting the Interface or the underlying blockchain. By using the Interface, you acknowledge that interacting with cryptographic and blockchain systems comes with inherent risks. You confirm that you have sufficient knowledge of how blockchain-based assets (e.g., Bitcoin, Ethereum, USD Coin) work and that the markets for these assets are highly volatile, with factors like speculation, regulation, and technological changes influencing their value. Transactions conducted on these systems may vary in speed and cost, depending on network conditions. You also accept that NettyWorth is not liable for any fluctuations in the value of your crypto-assets, losses incurred during transactions, or other risks associated with using the protocol. The responsibility to manage and understand these risks falls solely on you, the user.
Although NettyWorth strives to ensure the security, accuracy, and reliability of the Interface, the protocol makes no guarantees that it will remain error-free, up-to-date, or continuously accessible. Additionally, NettyWorth is not liable for inaccuracies, unauthorized third-party modifications, or disruptions to the Interface. If you notice any such unauthorized alterations or issues, you should contact NettyWorth immediately with details of the problem to allow for investigation.
**Limitation of Liability
**TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(A) NettyWorth will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, whether under contract, tort (including negligence), strict liability, or other legal theory. This includes damages such as lost profits, loss of data, or reputational harm, even if NettyWorth has been informed of the possibility of such damages. (B) Additionally, NettyWorth will not be liable for damages arising from your use or inability to use the protocol, including any third-party materials or services accessed through the Interface. This means that if you experience losses due to a third-party virus, malware, or a system error, NettyWorth is not responsible for rectifying or compensating those losses.
(C) Your sole remedy for dissatisfaction with the Interface or any third-party materials is to stop using the protocol. This clause limits the potential legal exposure of NettyWorth and sets clear expectations for users in case of problems with the service.
(D) In any situation where NettyWorth may be found liable, the maximum aggregate liability will be the lesser of $100 or the total fees you paid to use the Interface in connection with the transaction(s) giving rise to the claim. This cap on liability ensures that NettyWorth's financial responsibility is limited.
Additionally, no action, regardless of form, can be brought against NettyWorth more than one year after the event that gave rise to the claim, ensuring a time limitation on potential legal disputes. All limitations of liability are intended to protect NettyWorth and its affiliated entities, including their successors and assigns.
Termination
The term of this Agreement between you and NettyWorth will continue until terminated in accordance with its terms. The following provisions will survive termination: any transactions initiated before termination, outstanding fees, and sections concerning confidentiality, intellectual property, and indemnification.
In addition to other termination rights, NettyWorth may terminate this Agreement immediately upon written notice if you materially breach the Agreement or become unable to meet your obligations. Upon termination:
Your access to the Interface will cease immediately. You will pay any accrued fees, including for partial months or performance. Confidential information must be promptly destroyed or returned, except where retention is required by law. NettyWorth may terminate or suspend your access to the Interface at any time, especially if:
You pose a security risk or harm to the protocol, other users, or third parties. You adversely impact the services or content of others. You violate the Agreement or third-party terms and conditions.
Confidentiality
Both you and NettyWorth are obligated to keep each other’s confidential information secure. This means neither party can share or disclose sensitive information to third parties unless it is necessary for fulfilling obligations under this Agreement. Confidential information includes proprietary data, trade secrets, and any non-public details that could potentially harm the disclosing party if revealed. The confidential information must be protected with at least the same level of care that each party uses to protect its own confidential information, but in no event less than a reasonable standard of care. The information may only be used for the purpose of carrying out activities directly related to the Agreement, such as providing or accessing the Interface or resolving any disputes related to the Agreement. Breach of this provision may lead to legal action and termination of services.
Publicity
You are prohibited from using NettyWorth’s name, logo, trademarks, or branding in any public-facing materials or communications, such as advertising, press releases, or marketing campaigns, without obtaining prior written permission from NettyWorth. This restriction ensures that any association with NettyWorth is accurately controlled and authorized. On the other hand, NettyWorth reserves the right to use your logo or name for the purpose of identifying you as a user of their protocol. This limited use is typically for promotional purposes, including showcasing partnerships or protocol users on their website or marketing materials. However, NettyWorth must comply with any general trademark guidelines you provide, ensuring that their use does not misrepresent or damage your brand.
**Governing Law and Arbitration
**The Agreement is governed by the laws Saint Vincent and the Grenadines. This means any legal questions about the interpretation or enforcement of the Agreement will be determined according to the laws of that jurisdiction. In the event of a dispute, the Agreement mandates that the parties resolve their issues through binding arbitration, rather than traditional court proceedings. Arbitration will take place in accordance with the JAMS Comprehensive Arbitration Rules, which are widely accepted for resolving business disputes. Importantly, the arbitration will be conducted on an individual basis, meaning class action lawsuits or group litigation is prohibited. This ensures that each dispute is handled separately, with the goal of reaching a resolution more efficiently and privately.
Assignment
As a user, you are not allowed to assign or transfer your rights or obligations under this Agreement to another person or entity without NettyWorth’s prior written consent. This clause is designed to prevent unauthorized transfers of rights or responsibilities, ensuring that the Agreement remains enforceable with the original parties. On the other hand, NettyWorth reserves the right to assign this Agreement, meaning they can transfer their rights or obligations to a third party at any time without requiring your consent. This could happen, for example, if NettyWorth merges with another company, undergoes a corporate restructuring, or sells its assets. The new party taking over NettyWorth's obligations would then be responsible for fulfilling the terms of the Agreement.
DMCA Claims
If you believe that any content on the Interface infringes on your copyright, you can submit a notice under the Digital Millennium Copyright Act (DMCA). To do so, send a detailed written notice to the designated email address, [[email protected]]. The notice should include necessary information such as the specific content in question, proof of your ownership rights, and a request for its removal. NettyWorth will review the claim and, if valid, take appropriate action, including removing or disabling access to the infringing content.
**Electronic Notices
**By using the Interface, you agree to receive all legal notices, disclosures, and other communications from NettyWorth electronically. This includes notifications sent via email or through updates on the Interface itself. Electronic communication is the primary method of contact, and by consenting, you acknowledge that paper copies of notices may not be provided. It is your responsibility to keep your email address and other contact information up to date in order to receive these communications without interruption.
Miscellaneous
This Agreement constitutes the complete and final understanding between you and NettyWorth concerning your use of the Interface, overriding any prior agreements or representations. Amendments or modifications to the Agreement must be made in writing and agreed upon by both parties to be enforceable. If any provision of the Agreement is found to be invalid or unenforceable, it does not affect the validity of the remaining provisions, which will continue to be in full effect. This ensures the Agreement’s integrity even if certain parts are legally challenged.