# Terms of Service

The Vote.Token service and this user interface (the "**Interface**") are operated and provided by **Codepp Pte. Ltd.**, a company incorporated in the Republic of Singapore (the "**Company**," "we," "us," or "our"). "Nestree" refers to an affiliated group of entities that may support the development and promotion of the Service but is not the operator of the Service.

These terms of use, along with any incorporated documents and terms (the "**Terms**"), constitute an agreement between the Company and you ("**you**" or "**your**") regarding your use of the Company's websites, including the Interface, web applications, mobile applications, and related sites (collectively, the "**Site**"), and any services provided through the Site (collectively, the "**Service**" or "**Services**").

Please read these Terms carefully, as they govern your use of the Site and access to the Services, which include voting participation, Vote Ticket issuance, and related digital content functionalities. These Terms outline your rights, obligations, and our disclaimers and liability limitations.

**By creating an account, clicking "I agree," or otherwise using the Site or Services, you agree to these Terms, including the mandatory arbitration provision set forth in Section 17 below. If you do not agree, do not use the Site or Services.**

***

### 1. Modifications to Terms

We may modify these Terms at our discretion. Notice of changes will be provided through the Services or by updating the "Last Updated" date. Modifications are effective immediately upon notice, and your continued use of the Site and Services indicates acceptance. If you do not agree to the changes, stop using the Site and Services.

***

### 2. Global Nature of the Service

The Service is a **global digital content service provided exclusively in the English language**. The Service does not target any specific national market. The Company does not provide Korean-language, Chinese-language, or any other national-language interfaces; does not accept national fiat currency payment methods (such as KRW, CNY, JPY); does not conduct country-specific marketing activities; and does not operate country-specific communities or customer support channels.

The listing of a country in geographic-related analytics does not constitute targeting of that country.

***

### 3. Use of Services

#### 3.1 User Representations and Warranties

By accessing or using the Services or the Site, you represent and warrant to the Company that:

* **Legal Capacity**: If you are an individual, you are at least eighteen (18) years of age and have the capacity to enter into these Terms. If you are an entity, you have the authority to accept these Terms on behalf of the entity.
* **Restricted Territories**: You are not a resident, national, citizen, or agent of any Restricted Territory. "Restricted Territories" means, collectively:
  * **Americas**: United States of America (USA)
  * **Asia**: South Korea (대한민국), China (People's Republic of China), North Korea (DPRK), Vietnam, Thailand, Indonesia, Malaysia
  * **Europe**: Russia, Norway
  * **Middle East**: Saudi Arabia, United Arab Emirates (UAE), Qatar, Iran
  * **Others**: Algeria, Bangladesh, Cuba, Syria, and any other jurisdiction listed as a "Not Available Country" on our official Regulation page (<https://nestree.gitbook.io/vote.token>), as updated from time to time.
* **Sanctions Lists**: You are not listed on any sanctions list maintained by the United States, the United Kingdom, the European Union, the United Nations, Singapore, or any other applicable jurisdiction, and you will not transact with any Restricted Person or Sanctions List Person.
* **VPN and Anonymization Tools**: You will not use VPNs, proxies, or any other tools to circumvent geographic restrictions on the Services.
* **Consent for Personal Information**: You have obtained all necessary consents for any personal information you transfer to us in connection with using the Services.
* **Legal Compliance**: Your use of the Services complies with all applicable laws of your jurisdiction of residence and does not facilitate illegal activity.

#### 3.2 Limitations

As a condition for accessing or using the Services or the Site, you acknowledge and agree to the following:

* **Inaccessibility**: The Site and Services may be periodically unavailable due to equipment malfunctions, maintenance, unforeseen causes, blockchain infrastructure issues, or third-party service disruptions.
* **Access Modifications**: We may disable or modify your access to the Site and Services if you breach these Terms, provide inaccurate representations or warranties, or violate geographic or other restrictions. We are not liable for any losses or damages due to inaccessibility.
* **Service Changes**: The Services may evolve, and we may change, replace, or discontinue them at any time at our sole discretion.
* **No Offer or Advice**: Information shown on the Site is not an offer, solicitation, advice, or recommendation for any transaction.
* **No Agency Relationship**: The Company does not act as your agent or the agent of any other user.
* **User Responsibility**: You are solely responsible for your use of the Services, including custody of any digital assets in your wallet.
* **No Fiduciary Duties**: We owe no fiduciary duties or liabilities to you. Any such duties or liabilities that may otherwise exist are hereby waived.
* **Tax Responsibility**: You are responsible for reporting and paying any applicable taxes on your use of the Services.
* **Third-Party Activities**: We are not liable for the delivery, quality, safety, legality, or any aspect of digital assets you transfer to or from third parties.
* **Feedback**: By submitting feedback, you agree that we may use it freely without restriction or compensation.

#### 3.3 Certifications

As a condition for accessing or using the Services or the Site, you agree to the following:

* **Legally Obtained Assets**: You will only transfer legally obtained digital assets that belong to you.
* **Legal Compliance**: You will comply with all applicable laws and will not use the Site or Services if prohibited by the laws of your country or any other applicable law.
* **Ownership or Authorization**: The digital assets you use in connection with the Services are either owned by you or you are authorized to use them.
* **Security**: You will maintain the security and confidentiality of your private keys, passwords, API keys, and other related credentials associated with your account and public wallet address.

***

### 4. Vote Tickets

#### 4.1 Legal Nature of Vote Tickets

Vote Tickets are **closed-loop digital utility assets** issued solely for the purpose of voting participation within the Service. Vote Tickets:

* have **no redemption value**;
* have **no external use case** outside the Service;
* are **not convertible** to EGG tokens, fiat currency, or any other virtual asset by any path provided by the Company;
* are **not intended to constitute, and shall not be deemed to constitute**: (i) "property" (재물) under Korean criminal law; (ii) "virtual assets" under the Korean Virtual Asset User Protection Act; (iii) securities, investment contracts, commodities, or financial instruments under any applicable law; or (iv) legal tender, currency, or a means of payment;
* have **no objective economic value** outside the Service. The Company does not guarantee, maintain, or facilitate any exchange rate, market price, or secondary market for Vote Tickets.

Upon termination of the Service, Vote Tickets shall cease to have any utility, and the Company shall have no obligation to redeem, refund, or compensate for Vote Tickets.

#### 4.2 Vote Ticket Consumption and Potential Loss

By participating in voting, you acknowledge that Vote Tickets used in voting are consumed according to the voting rules described in the Role & Rules page of the Service. Depending on voting outcomes, your Vote Ticket balance may decrease or be entirely forfeited. This consumption and potential loss of Vote Tickets are inherent features of the Service. You acknowledge that Vote Tickets have no redemption value and the Company has no obligation to restore, refund, or compensate for any Vote Tickets consumed or lost through voting.

#### 4.3 No Secondary Market and User Responsibility for External Transfers

* **No Company Operation or Benefit**: The Company does not operate, facilitate, sponsor, or derive any economic benefit from any secondary market for Vote Tickets. The Company does not engage in the business of converting, exchanging, brokering, or repurchasing Vote Tickets.
* **User Prohibition**: Users are **prohibited from offering, listing, transferring, advertising, or trading Vote Tickets on any external NFT marketplace** (including but not limited to OpenSea, Blur, Magic Eden, LooksRare, Rarible) or any peer-to-peer trading platform, or from conducting any external sale, exchange, or commercial transfer of Vote Tickets.
* **User Responsibility**: Any transfer of Vote Tickets outside the Service between users is undertaken **at the sole risk and responsibility of such users**. The Company bears no responsibility for any loss, dispute, or legal consequence arising from such external transfers.
* **Breach Consequences**: Users who engage in external transfers, listings, or trading of Vote Tickets in violation of this Section 4.3 shall be deemed to have materially breached these Terms. The Company reserves the right, at its sole discretion and without prior notice, to suspend or terminate such users' accounts, revoke their Vote Tickets, and take any other action deemed appropriate.

***

### 5. Access from Restricted Territories

The Service is **not available** to residents, nationals, citizens, or agents of any Restricted Territory listed in Section 3.1. If you are a resident, national, citizen, or agent of a Restricted Territory, **you are prohibited from accessing or using the Service**.

If you access or use the Service in violation of this prohibition:

* You do so **entirely at your own risk and responsibility**;
* The Company bears **no liability** for your unauthorized access or any consequences thereof;
* You remain **solely responsible** for any legal consequences under the laws of your jurisdiction of residence;
* The Company may, at its sole discretion, suspend or terminate your access, revoke any Vote Tickets or other digital assets associated with your account, and take any other action deemed appropriate.

The Company does not, and shall not be deemed to, direct, target, solicit, or market the Service to residents of Restricted Territories. The technical possibility of access from a Restricted Territory does not constitute the Company's targeting of such territory.

***

### 6. No Professional Advice or Fiduciary Duties

All information on the Site and through the Services is for informational purposes only and not professional advice. Do not take any action based on this information. Always seek independent professional advice before making financial, legal, or other decisions involving the Services. These Terms do not create any fiduciary duties, and our obligations to you are only those explicitly stated in these Terms.

***

### 7. Prohibited Activity

By agreeing to these Terms, you confirm that you are of legal age and capacity, or have the authority to accept on behalf of an entity. Prohibited activities include:

* Violating any applicable laws, including anti-money laundering and anti-terrorist financing laws.
* Engaging in transactions involving infringing items, counterfeit goods, or unauthorized use of intellectual property.
* Using the Services in a way that disrupts or damages the Site or other users' experience.
* Attempting to manipulate voting outcomes through collusion, sybil attacks, bot activity, or any other means.
* Circumventing content-filtering, security measures, or geographic restrictions.
* Using automated means to access the Services or introducing harmful material.
* Providing false or misleading information to the Company.
* Using the Site from any Restricted Territory or prohibited jurisdiction.
* Offering, listing, or trading Vote Tickets on external marketplaces in violation of Section 4.3.
* Harassing, abusing, or impersonating others, including Company employees.
* Encouraging or assisting any of the foregoing prohibited activities.

***

### 8. Content

You grant us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, modify, display, publish, and distribute any content you make available through the Site or Services ("**Your Content**") for any purpose, including promotion. You represent that you own Your Content or have the rights to grant this license and that its use will not infringe on any third-party rights.

***

### 9. Proprietary Rights

All product names, logos, and marks on the Site or Services are trademarks owned by the Company, its affiliates, or licensors. You may not use them without prior written consent, and these Terms do not grant you any rights to these trademarks. Do not remove, obscure, or alter any legal notices displayed with the Services.

***

### 10. Links

The Services may provide links to other websites, applications, or resources. The Company is not responsible for the availability or content of these external sites and does not endorse them. The Company is not liable for any damage or loss caused by using or relying on content, goods, or services from these links.

***

### 11. Modification, Suspension, and Termination

We may modify, suspend, or terminate the Services at any time without notice. Upon termination, your right to use the Services ceases immediately. We are not liable for any losses from these actions.

***

### 12. Assumption of Risks

While we aim to provide accurate and timely information, the Site and Services may not always be accurate or current and may contain errors. Information can change without notice. Verify all information before relying on it, and any decisions based on it are your responsibility.

Using the Services requires understanding of cryptography, blockchain technology, and computer science due to inherent risks. You represent that you have the necessary knowledge and skills. Mention of any digital asset does not imply endorsement and does not replace your understanding of associated risks.

Transactions involving digital assets are risky, experimental, and volatile. They are irreversible and non-refundable. You use the Site and Services at your own risk, acknowledging potential significant losses. You are responsible for evaluating and understanding the risks of each transaction.

We comply with applicable law, which may require actions or sharing information with government agencies, possibly against your interests.

The Service is under development, creating risks like delays, server errors, and transaction rollbacks, which may impact your use.

**THE COMPANY IS NOT LIABLE FOR LOSSES OR DAMAGES ARISING FROM**:

* User errors (e.g., forgotten passwords, mistyped wallet addresses);
* Server failures or data loss;
* Issues with cryptocurrency wallets or files;
* Unauthorized access to Services;
* Third-party activities (e.g., viruses, phishing, external marketplace activities);
* External transfers of Vote Tickets by users in violation of Section 4.3;
* Any voting outcomes, including the consumption or loss of Vote Tickets.

You assume all such risks and waive all claims against the Company and its affiliates for any losses or damages related to these risks.

***

### 13. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective shareholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors ("**Indemnified Parties**") from any claims, lawsuits, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising from:

* Your use of the Site or Services;
* Digital assets associated with your wallet;
* Feedback you provide about the Site or Services;
* Your violation of these Terms (including Sections 3.1, 4.3, and 5);
* Your infringement on others' rights;
* Your unauthorized access from a Restricted Territory.

If you must indemnify an Indemnified Party, the Company may control the action or proceeding, including settlement decisions, and you must cooperate with the Company in the defense.

***

### 14. Disclosures; Disclaimers

The Company develops and operates software. The Company is not registered with any financial regulatory authority, and no such authority has reviewed or approved the Company's software. The Site and software do not provide advice or recommendations on any commodity, security, or digital asset. The Company is not acting as an investment or commodity trading adviser.

The Site and Services are provided "**AS IS**" and "**AS AVAILABLE**," without warranties of any kind. We disclaim any express or implied warranties, including those of merchantability, fitness for a particular purpose, security, availability, accuracy, and non-infringement. We do not guarantee that the Site or Services will be uninterrupted or error-free.

Your data on the Site may become lost, corrupted, or temporarily unavailable for various reasons. We are not liable for any loss or damage caused by denial-of-service attacks, software failures, viruses, protocol changes, Internet outages, force majeure events, maintenance, or other causes beyond our control.

***

### 15. Limitation of Liability

To the fullest extent permitted by law, neither the Company nor its service providers will be liable for any incidental, special, exemplary, or consequential damages. This includes damages for lost profits, revenues, savings, business opportunities, data, or goodwill, as well as service interruptions, computer damage, system failures, or the cost of substitute services, arising from or related to these Terms or the use or inability to use the Services. This applies regardless of the legal theory (warranty, contract, tort, etc.) and whether or not the Company or its providers were informed of the possibility of such damages, even if a limited remedy fails its essential purpose.

***

### 16. Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the **Republic of Singapore**, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

***

### 17. Dispute Resolution; Mandatory Arbitration

#### 17.1 Arbitration Agreement

Any dispute, controversy, or claim arising out of or in connection with these Terms or the Service, including any question regarding their existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by **arbitration administered by the Singapore International Arbitration Centre (SIAC)** in accordance with the Arbitration Rules of SIAC then in force.

* **Seat of arbitration**: Singapore
* **Language of arbitration**: English
* **Number of arbitrators**: one (1)

#### 17.2 Class Action Waiver

You and the Company agree that disputes shall be resolved on an individual basis only, and not as a class, consolidated, or representative action. You waive any right to bring or participate in any class action or representative proceeding against the Company.

#### 17.3 Jurisdiction for Non-Arbitrable Matters

For any matter that is not subject to arbitration under Section 17.1 or for the enforcement of any arbitral award, the parties submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

***

### 18. General Information

#### 18.1 Entire Agreement

These Terms, together with any documents expressly incorporated herein by reference (including the Privacy Policy and the Regulation page), constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements.

#### 18.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full effect.

#### 18.3 No Waiver

The Company's failure to enforce any provision of these Terms shall not be deemed a waiver of such provision.

#### 18.4 Assignment

You may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms at its discretion.

#### 18.5 Contact

For any questions regarding these Terms, please contact: [**social@nestree.io**](mailto:social@nestree.io)


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