TERMS OF SERVICE

These Terms of Service (“Agreement”) constitute a legally enforceable contract between you, the user or subscriber of the Services (“User” or “you”), and Freename AG, a company incorporated under the laws of Switzerland, with its principal office located at Samstagernstrasse 41, 8832 Wollerau, Switzerland (“Freename”, “we”, “us”, or “our”). By registering for, accessing, or utilizing the Services or Website, you acknowledge your comprehension and consent to be bound by the provisions of this Agreement. Should you be entering into this Agreement on behalf of a corporation or other legal entity, you affirm that you possess the requisite authority to commit such entity to these terms, whereby “User”, “you”, and “your” will refer to said entity. In the event you lack such authority, or if you do not assent to the terms of this Agreement, you are not permitted to accept this Agreement and are consequently barred from using the Services. You recognize that this Agreement, although electronic and not physically signed by you, constitutes a binding agreement between you and Freename, overseeing your use of the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.

1. SERVICES

The “Services” – marketed under the name NOTO – consist in the granting of access to a database of Web3 domain names. The database relates to a number of selected blockchains and namespaces that in the opinion of Freename are representative of the Web3 domain market, due to their popularity or market penetration. Freename strives to provide a picture of the Web3 domain market as complete as possible, and puts its best effort in maintaining and updating the database. Additional blockchains and namespaces may be added to the coverage of the service at Freename’s sole discretion. In order to maintain the data in the database as up-to-date as possible, the system regularly monitors the covered namespaces for changes. Freename puts its best effort into keeping the database in sync with the relevant blockchains but cannot guarantee that the data is always a 100% match to what is listed in the selected blockchains at any given moment.

1. USE OF SERVICES

1. 1. Visitors and Registered Users

You have the option to browse the Website without registering; however, to utilize the Services, registration as a User is required. As a User, you may access only those features of the Services that Freename chooses to provide for free or as part of an unpaid trial (“Free Services”) or purchase a subscription and access exclusive features, such as, but not limited to, reporting capabilities and the option to save your preferences and settings (“Paid Services”).

1. 1. Permission to Use Services

Under the terms and conditions of this Agreement, Freename grants you the right to access and use the Services and Website exclusively for your business operations, in line with this Agreement and the restrictions of the subscription plan you choose at the time of subscribing to the Services (referred to as “Subscription Plan”), which can be found at https://app.noto.network or another specified URL. You confirm and guarantee that: (a) the registration information you provide is accurate and honest; (b) you will keep such information up to date; (c) you are 18 years of age or older, with the legal capacity and authority to agree to this Agreement; and (d) your use of the Services will not breach any relevant laws or regulations. Registration for or attempted registration for the Services by individuals under 18 is prohibited.

1. 1. Restrictions

Under a specific Subscription Plan it may be possible for users to export a portion of the database in bulk at regular intervals in accordance with the Subscription Plan terms. The data may be downloaded in one of the formats made available by Freename, such as csv format or as a DNS zone file. Unless explicitly agreed with Freename in writing, users may not redistribute or make available this data in bulk to third parties. Users may cache the data for as long as it reasonably required by their own application, but in any case for no longer than 72 hours unless otherwise agreed in writing with Freename. Users are prohibited from directly or indirectly: (a) sublicensing, selling, renting, leasing, transferring, sharing on a time basis, or otherwise making the Services for commercial exploitation to a third party in bulk; (b) utilizing the Services for any illegal activities (including but not limited to breaches of data, privacy, anti-bribery, or export control laws) or in any way that is forbidden by this Agreement; (c) attempting to read, reverse engineer, or derive the source code of the Services or its underlying software, unless allowed by law; (d) circumventing any technical restrictions within the Services; (e) disrupting or attempting to disrupt the integrity, security, functionality, or performance of the Services or its components; (f) using the Services in a way that harms or impairs the Website or affects another user’s access to the Services; (g) altering, translating, adapting, or attempting to create derivative works from the Services; (h) accessing the Services as a competitor or for the purpose of creating a competing product or service; (i) attempting unauthorized access to the Services, its systems, or networks; or (j) employing automated systems, such as “robots,” “spiders,” or “offline readers,” that send more requests to our servers within a certain timeframe than a human can reasonably produce using a standard web browser. The Services are unavailable to you if legal restrictions in your country of residence or from which you access or use the Services prohibit you from receiving or using them.

1. 1. Scoring system

Freename provides a scoring mechanism based on a patent-pending algorithm for each Web3 domain indexed on the platform. The score of each domain is based on a number of factors determined by Freename in its sole discretion. The objective of the scoring system is to provide guidance to the user in case of collisions, defined as the situation when the same domain exists in different blockchains and/or namespaces, potentially with different owners and information associated with each of them. For certain Subscription Plans, users may have the option in the interface to set their own priority rules and add exceptions and default routes that will override those returned by the scoring system. Regardless of whether the User relies on custom settings or on the default values provided by the scoring system, the User acknowledges that the score and relative ranking of each domain is provided for informational purposes only and that he is fully responsible for how this information is used in his own applications and/or relayed to third parties as part of the integration of the service into the User’s own application and services.

1. 1. Collection and Use of Usage Data

By using the Services, you acknowledge and consent to our monitoring of your usage and the usage by all users of the Services. We may collect this information and use it in a collective and anonymous way. You permit us to utilize and disclose such aggregated and anonymized data, ensuring it does not personally identify you. Furthermore, the information you provide to the Services may be used by us, without revealing your identity, to enhance the Services.

1. 1. Beta Version Access

Freename might grant you access to preliminary versions of new features, tools, resources, and related materials, which are in the experimental phase and not widely available to all users (“Beta Version”). Freename reserves the right to modify, restrict, or discontinue your access to any Beta Version at any moment. You acknowledge that Beta Versions are Frename’s proprietary information and agree not to share any details about the Beta Version with third parties, using it solely for your internal testing and assessment, and in compliance with this Agreement. Freename is not obligated to release any part of the Beta Version publicly in future updates of the Services and makes no guarantees regarding the Beta Version’s performance, availability, or functionality.

1. 1. Privacy

By utilizing the Services, you grant us permission to collect, process, store, share, and utilize your personal information as outlined in our Privacy Policy at https://noto.network/privacy-policy/, which is a crucial component of this Agreement.

1. REGISTRATION AND ACCOUNT

1. 1. Signing Up

To register as a User, you are required to set up a user account (“User Account”) by adhering to the registration process and guidelines provided on the Website. Creating a User Account is free of charge, but accessing features within the Paid Services necessitates the submission of payment information. Freename reserves the right to suspend or terminate a User Account without prior notice if it detects unusual activity, such as repeated logins from different locations, devices, or IP addresses that exceed the limits of your Subscription Plan. User Accounts cannot be transferred to another person unless explicitly allowed by Freename.

1. 1. User Obligations

As a User, you bear full responsibility for ensuring (a) the adherence to the terms of this Agreement; (b) the continuous accuracy of your account details, including a current email address and, if relevant, payment information, with prompt updates as needed; and (c) the procurement, upkeep, and support, at your own cost, of all necessary hardware, software, and services required for accessing the Services. This includes internet service providers, telecommunication services, and web browsers. Additionally, you must secure the confidentiality and integrity of your User Account, which encompasses safeguarding your user login, password, and API key against unauthorized use. It is your duty to prevent any unauthorized activities on your User Account. The API key, provided by Freename, serves as a unique access credential and is linked to a single User Account only.

1. FEES AND PAYMENT

1. 1. Pricing Terms

Users who subscribe to Paid Services will incur charges as specified in their chosen Subscription Plan or as outlined in a separate agreement, confirmed through a written order or another document signed by both Freename and the user (“Fees”). Your account will automatically be billed the Fees indicated in your Subscription Plan. You consent to prepay the Fees on a monthly or annual basis, in line with your Subscription Plan or as mutually agreed upon, using a credit card or another payment method endorsed on the Website. Late payments will accrue interest at a rate of 1.5% per month, or the maximum rate allowed by law, and you will be responsible for reasonable legal fees and collection costs incurred by us in the process of collecting overdue amounts. Failure to pay an invoice may lead to the cancellation of your subscription and access to the Services, along with the deletion of any data related to your subscription or the Services. You can review your Subscription Plan details, including prepaid fees, in your User Account. All banking fees and charges will be your responsibility. All payment commitments are final and all Fees paid are non-refundable. We reserve the right to restrict further registrations or refuse refunds if you exhibit a pattern of subscribing to and then canceling Paid Services, seeking refunds repeatedly.

1. 1. Tax Responsibility

The Fees quoted do not include any taxes, which will be added as required by law. You are responsible for all applicable taxes related to your use of the Services, except for taxes levied on our gross revenues or net income. If you are in the European Union, the Fees do not include VAT. For users subject to GST, the Fees do not cover GST.

1. OWNERSHIP AND INTELLECTUAL PROPERTY

You acknowledge that Freename, its licensors, or affiliates exclusively own all legal rights, ownership, and interest in the Website, Services, Freename’s API, the underlying technologies, any enhancements or derivative works thereof, and all associated intellectual property rights, including but not limited to patents, copyrights, trademarks, database rights, moral rights, and secrets in trade and know-how across the globe. This includes rights that are registered, unregistrable, currently existing in any country or elsewhere in the world. Apart from the granted access to the Services, no additional rights concerning the Website or Services are conferred to you. Freename retains all rights not explicitly provided in this Agreement.

1. TERM AND TERMINATION

1. 1. Term

This Agreement becomes effective from the date of your first visit to the Website and will continue to be in effect as long as you use or access the Services or the Website, unless Freename specifies otherwise in writing.

1. 1. Subscription Duration and Automatic Renewal

For Paid Services users, the initial term of your subscription is as outlined in your Subscription Plan. Unless Freename agrees differently in writing, your subscription will renew automatically for the same duration under the current terms.

1. 1. Terminating Your Subscription

You can terminate your subscription at any time by sending cancellation notice through your User Account at https://app.noto.network. Cancellation of Paid Services becomes effective at the end of your prepaid period; cancellation of Free Services will become effective within 7 days following the receipt of your request. Canceling your subscription does not qualify you for a refund of any prepaid or unused Fees, and you are obligated to settle any outstanding Fees for the remainder of your subscription period.

1. 1. Account Deletion

You have the option to delete your User account anytime by submitting a request to Support via the form at https://app.noto.network/. Upon account deletion, Freename may erase all related data from its servers, and will not be liable for any data or information loss. Following your account deletion, you remain responsible for paying all incurred Fees up to the point of account deletion in full.

1. 1. Termination for Cause

This Agreement may be terminated by either party for cause: (i) with a thirty (30) day advance notice if there’s a substantial breach that isn’t remedied by the end of such period, or (ii) immediately if one party is involved in bankruptcy, insolvency, business discontinuation, liquidation, or any process for the advantage of creditors. Additionally, we reserve the right to terminate this Agreement with a thirty (30) day notice if we determine that your actions negatively impact, or have the potential to negatively impact, our reputation, prospects, or our clients. In the event you terminate the Agreement for cause, we will issue a prompt refund for any advance payments for Services not yet utilized beyond the termination date. Conversely, if we end the Agreement due to a justified cause, you are obliged to settle any outstanding Fees for the remaining subscription term promptly, and you will not be eligible for any refunds.

1. 1. Service Suspension

Freename maintains the authority to oversee adherence to this Agreement and may, in safeguarding its rights under this Agreement or as permitted by law, opt to suspend any or part of the Services immediately upon notification (which may be conveyed electronically) if: (a) Freename, acting in good faith, finds that your use of the Services breaches any applicable law, the conditions of this Agreement, or infringes on the rights of any third party; (b) a legal order or directive from a governmental authority restricts us from offering the Services; or (c) it is reasonably ascertained that the Services are being utilized for unlawful, fraudulent, or abusive purposes, or are affected by a security breach, denial of service attack, or any other incident compromising the Services’ security or the integrity of any Content. The suspension may target specific regions, business sectors, individual or multiple customers, or user groups. For Users of Paid Services, Freename commits to making a reasonable effort to provide a thirty (30) day period following a suspension notice for data backup stored within the Services, after which the data may be permanently deleted from our servers. Should there be any outstanding payments not settled within ten (10) days after receiving a non-payment notice, or if payment processing fails through your designated billing account, we reserve the right to suspend your access to all or part of the Services. However, we will not suspend services that are being disputed for charges, provided the dispute is reasonable, made in good faith, and efforts are being made diligently to resolve it. In cases of suspension due to non-payment, a re-activation fee may be imposed to restore the Services. This clause does not limit our ability to terminate this Agreement for cause as previously mentioned.

1. 1. Suspension and Termination of Free Services

We may suspend, limit, or terminate Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

1. 1. Consequences of Termination

When this Agreement concludes, either through its natural expiration, termination, your decision to cancel, or if you choose to deregister your User account, you will immediately lose all rights to access and use the Services. It is acknowledged that Freename has the authority to delete all data and information related to your account from its servers after a reasonable period (no less than thirty (30) days) following the end of the Agreement or the deregistration of your account. However, Freename retains the right to keep copies of such data and information as mandated by law, for archival reasons, or as part of automatic computer backups and archiving processes, while ensuring appropriate technical and organizational security measures are in place.

1. 1. Continuation After Termination

Should this Agreement come to an end for any reason, all provisions related to indemnification, warranties, liability and its limitations, and any other terms which, either explicitly or inherently, must continue after termination to fulfill their intended purpose, will remain into force as long as necessary to achieve their intended objectives.

1. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

1. 1. Disclaimer of Warranties

To the extent not prohibited by applicable law, the Services and the Website are provided on an “AS-IS” and “AS AVAILABLE” basis, and we expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-interference, accuracy, and non-infringement. We do not guarantee that the Services or the Website will (a) fulfill your needs; (b) be continuous, timely, secure, or free from errors; (c) be suitable or available for use in every location; or (d) be accurate, dependable, devoid of viruses or other harmful components, complete, lawful, or safe. Additionally, we do not warrant or make any representations regarding the accuracy or completeness of any content on websites linked to or from the Services or Website.

1. 1. Limitation of Liability

Except for the indemnification responsibilities explicitly outlined in this document, neither party, including their affiliates, officers, directors, employees, or agents, shall be held liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of whether such damages arise from contract, tort, or any other legal theory, and irrespective of any foreknowledge of such potential damages. This limitation applies to all matters related to this Agreement, the use of the Services, or the Website. The total liability of us to you for any claims arising from or related to this Agreement shall not exceed the greater of (a) fifty Swiss francs (CHF 50) or (b) the total amounts you have paid to us under this Agreement in the three (3) months preceding the claim. Your agreement to this limitation of liability is a precondition for us providing the Services to you. You must initiate any claims or actions you may have related to the use of the Services or the Website within one (1) year after the claim or cause of action arises. This limitation of liability is to be enforced to the maximum extent permitted by law.

1. 1. Disclaimer of Warranties for Third-Party Sites, Services, and Products

Freename and its affiliates hereby expressly disclaim all responsibility and liability concerning any third-party websites you may access, as well as the use of any third-party services and products.

1. INDEMNITY

You agree to defend, indemnify and hold harmless Freename along with its officers, directors, employees, and agents, against all forms of legal claims, damages, obligations, losses, liabilities, expenses (including attorney’s fees), arising due to (a) any breach or violation by you of this Agreement, (b) the content you provide, (c) your usage and access to the Services and the Website, or (d) any infringement of laws or rights of third parties, including, but not limited to, rights related to privacy, intellectual property, or other proprietary rights. This obligation to defend and indemnify will remain in effect even after the termination of this Agreement and your discontinuation of the use of the Services and Website. Freename retains the exclusive right to manage the defense and control of any issue requiring indemnification under this clause, and you will support Freename’s efforts in these matters upon request.

1. GENERAL PROVISIONS

1. 1. Confidentiality

All confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated in writing as confidential (“Confidential Information”) will be safeguarded by the Receiving Party with at least the same level of care it uses to protect its own similar information, but no less than reasonable care. The Receiving Party shall not use Confidential Information beyond the Agreement’s scope or share it with anyone except as our Privacy Policy explicitly allows. This obligation does not cover information that is already public, in the Receiving Party’s possession without confidentiality restrictions, obtained from a third party not bound by confidentiality, or independently developed by the Receiving Party (with written proof). Should a legal order require the Receiving Party to disclose confidential information, they will inform the Disclosing Party in time to seek a protective order, provided it’s legally permissible, and will support the Disclosing Party’s efforts to secure such an order.

1. 1. Assignment

You cannot assign or transfer this agreement or any rights or obligations herein without our written consent. Conversely, we may assign this agreement, wholly or partly, without any restrictions. Unauthorized assignments or transfers are null and void. Nonetheless, this agreement’s terms shall benefit and bind the successors and permitted assigns of both parties.

1. 1. Force Majeure

We are not liable for delays or failures in performance caused by circumstances beyond our reasonable control, including but not limited to third-party equipment or service failures, communication breakdowns, government actions, wars, terrorism acts, natural disasters, labor issues, power outages, and internet disruptions.

1. 1. Relationship of the Parties

This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.

1. 1. Entire Agreement

This Agreement constitutes the complete and exclusive understanding between you and Freename regarding your use of the Website and Services, overriding all previous discussions, agreements, and representations, regardless of form. This Agreement takes precedence over any conflicting terms on the Website or any other documents. Terms included in any purchase order or documentation do not form part of this Agreement. If you accessed the Services through a reseller, only the terms of this Agreement apply, ignoring any other terms. Resellers cannot make commitments on our behalf, and we are only obligated by the terms stated herein.

1. 1. Modifications

We reserve the right to modify this Agreement at any time by updating it on the Website. Changes take effect immediately upon publication on our Website. Your continued use of the Services after such posting signifies your acceptance of the revised terms. We may also alter the Services at our discretion. If you object to these changes, your sole recourse is to cease using the Services and request cancellation.

1. 1. No Waiver

Our failure to enforce any right or provision will not constitute a waiver of that right or any other rights or remedies. A waiver on one occasion does not imply a waiver on any subsequent occasion.

1. 1. Severability

If any part of this Agreement is deemed invalid, illegal, or unenforceable by a court or competent authority, the remainder of the Agreement remains in effect and enforceable.

1. 1. Notices

Communications to you will be sent to the email address linked with your account. To update your email address, please use the form in your User Account or contact Us. You consent to receiving electronic communications from us. Notices are considered delivered once sent. While we may choose to send paper communications, it is not a requirement. Legal notifications to us should be sent to [email protected].

1. 1. Governing Law and Jurisdiction

This Agreement is governed by the laws of Switzerland without regard to any conflicts of law principles. Venue for all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement shall be Wollerau (Switzerland).