GENERAL TERMS AND CONDITIONS OF BUSINESS AND USE
1. Basic Provisions; Risk Information; No Financial Service
1.1 Unstoppable Finance GmbH, Bernauer Str. 44, 10435 Berlin, Germany (hereinafter: “Unstoppable Finance”) offers a software solution as Mobile App, Web App and/or Browser Extension, with the help of which the User can keep blockchain-based digital assets (hereinafter: “Digital Assets”) himself and store the corresponding private cryptographic keys (hereinafter: “Private Key”) himself on his device (hereinafter: “Ultimate App”). Unstoppable Finance does not have access to or control over a User's Private Key and Seed Phrase or their Digital Assets at any time.
1.2 The User may use the Ultimate App to, in particular, keep, store and manage Digital Assets and the corresponding Private Keys himself, send and receive transactions and cryptographically sign transaction messages, and interact with decentralized applications (hereinafter: “DApps”) from the Decentralized Finance sector (hereinafter: “DeFi”) (hereinafter: “DeFi DApps”), that Unstoppable Finance does not operate itself. 1.3 Unstoppable Finance does not offer these third-party DeFi DApps in its own name and does not broker the services of the DeFi DApps or Digital Assets (hereinafter “DeFi Services”). The conditions of service provisions, if any, shall be governed by the applicable contractual provisions between the User and the respective provider of the DeFi DApps or DeFi protocol or provider of Digital Assets. 1.4 By using the Ultimate App, the User confirms that the User is aware of the inherent risks associated with the use of cryptographic and blockchain-based systems and that the User is experienced with handling Digital Assets and securing Private Keys. The User is aware that Digital Asset markets can be highly volatile due to various factors such as speculation, advancing technology, or changes in the regulatory environment. The use of DeFi DApps, especially for trading Digital Assets, may involve financial risks. Transactions undertaken and signed using the Ultimate App are irrevocable and irreversible, and there is no possibility to refund Digital Assets that have been deployed. 1.5 The User acknowledges that Unstoppable Finance offers a self-hosted wallet software. The User is responsible for storing and securing the Private Keys stored with the Ultimate App. Unstoppable Finance does not store Seed Phrases and Private Keys for the User, nor does it have access to the User's Seed Phrase and Private Keys. In the event of loss of the Seed Phrase and Private Keys by the User, Unstoppable Finance will not be able to recover the User's Private Keys or otherwise restore access to the Digital Assets. Unstoppable Finance is not responsible for the loss of the User's Seed Phrase or Private Keys. Only the User himself can recover his Wallet by entering or transferring the Seed Phrase in the Ultimate App. The User is aware, that the use of blockchain infrastructures and the processing of blockchain transactions may result in network fees, which shall be borne by the User. Unstoppable Finance does not charge the User with these network fees and cannot influence these costs. 1.6 Unstoppable Finance does not provide any financial services, in particular Unstoppable Finance does not give any investment recommendations or advice and does not provide any investment brokerage or crypto custody services. Unstoppable Finance is also not the provider of the Digital Assets displayed in the user interface, does not offer these Digital Assets for sale or purchase and is not a provider of DeFi DApps and DeFi Services. The user is responsible for the tax treatment, in particular income tax treatment, of the profits from the purchase or sale of Digital Assets and use of DeFi DApps, protocols and services. 2. Scope of Application; Amendment of the General Terms and Conditions of Business and Use
2.1 These General Terms and Conditions of Business and Use (hereinafter: “GTC”) apply to contracts concluded between Unstoppable Finance and the contractual partner (hereinafter: “User”) (hereinafter: “User Agreement”). The contract is concluded by using the Mobile App, Web App and/or Browser Extension subject to these GTC. The use of the Ultimate App is only permitted to legal entities, partnerships and natural persons with unlimited legal capacity. In particular, minors are prohibited from using the Ultimate App. 2.2 The application of the User's general terms and conditions is excluded. Deviating, conflicting or supplementary general terms and conditions of the user shall only become part of the contract if and to the extent that Unstoppable Finance has expressly agreed to their application in writing. This consent requirement shall apply in any case, even if for example Unstoppable Finance, being aware of the general terms and conditions of the contractual partner, accepts payments by the contractual partner without reservations. 2.3 Unstoppable Finance reserves the right to change these GTC at any time and without giving reasons, while considering and and weighing the interests of the User. The new GTC will be communicated to the User in advance. They are considered as agreed upon if the User does not object to their validity within 14 days after receipt of the notification. Unstoppable Finance will separately inform the user about the essential changes, the possibility to object, the deadline and the consequences of inactivity. If the User objects, the current version of the GTC remains applicable. The right of Unstoppable Finance's to terminate the User Agreement according to Section 6 remains unaffected. 3. Functions of the Ultimate App; User's Duty of Care; Third-Party Services. 3.1 The Mobile App, Web App and/or Browser Extension provided by Unstoppable Finance allow the User to generate its own seed phrase for generating its own Private Keys as well as his own public cryptographic keys (hereinafter: “Public Key”) and to create its own Ultimate App address therewith. Alternatively, the User may import an existing Seed Phrase into the Ultimate App and therewith create the Private Keys. 3.2 The seed phrase is required to generate one or more Private Keys and derived Public Keys. The wallet address is based on the respective Public Key. The wallet address enables the user to receive incoming transactions. With the Private Key, the user can sign blockchain transactions to transfer Digital Assets and use DeFi DApps and DeFi Services. 3.3 Unstoppable Finance does not store the User's Seed Phrase, Private Keys and Public Keys and therefore only offers a self-hosted Wallet. The Seed Phrase and Private Keys are exclusively stored by the User on the User's local device and, if available, in the User’s compatible cloud storage. The creation and storage of backups are the responsibility of the User. Unstoppable Finance does not create backup copies of the Seed Phrase and Private Keys or the contents of the Ultimate App. The User is obliged to properly back up the Seed Phrase and Private Keys. In case of loss, the User will face the loss of access to his/her Digital Assets. 3.4 The Ultimate App contains certain features (hereinafter: “Wallet Features”) that allow the User to interact with third-party DeFi DApps, protocols and services that Unstoppable Finance does not operate itself (hereinafter: “Third-Party Services”,see Section 4). For this purpose, the Ultimate App provides a user interface that the User can use to connect to and interact with DeFi DApps or DeFi protocols. Unstoppable Finance continues to develop the Wallet Features and integrations with Third-Party Services on a regular basis, so that the Wallet Features offered and Ultimate App's compatibility with Third-Party Services may be subject to change. The presentation of the Wallet Features in the Mobile App, Web App and/or Browser Extension only reflects the current functionality and does not constitute a binding offer for future services. 4. Conditions of Service
4.1 The User's right to use the Ultimate App is limited to the respective state of art. Unstoppable Finance may temporarily restrict certain Wallet Features if this is necessary due to capacity limits, to maintain the security or integrity of the software, servers or services or to carry out technical measures, e.g. maintenance work serving the proper or improved service of the Ultimate App. In these cases, Unstoppable Finance will take the User#s legitimate interests into account, e.g. by providing appropriate information about planned maintenance work as an app message in advance. Section 7 of the GTC remains unaffected. 4.2 To the extent that Unstoppable Finance embeds services, content or data from third party providers, Unstoppable Finance does not warrant their accuracy, completeness or timeliness. Unstoppable Finance merely provides a user interface that allows Users to access DApps or DeFi protocols via APIs of the smart contracts provided by third-party service providers. No contractual relationship exists between Unstoppable Finance and the Third-Party Service providers and the Third-Party Service providers are not acting as agents of or at the direction of Unstoppable Finance. Unstoppable Finance has no technical, legal or organizational means to influence Third-Party Services. Unstoppable Finance is not liable for any damages incurred by the User due to the use of Third-Party Services, such as in case of bridged tokens, unavailability and customization of DApps and DeFi protocols, transactions to incompatible, incorrect or unassigned wallet addresses, transactions to DeFi DApps, failure of nodes or unavailability of blockchains, hacker attacks on DApps. 4.3 If and to the extent that Unstoppable Finance or third parties hold proprietary rights in the Ultimate App or the Wallet Functions or in the content, materials or data, Unstoppable Finance allows the User to use these rights for the perfromance of the User Agreement. Unless necessary for the contractual use and except for mandatory legal provisions, the User is not entitled to reproduce, edit, modify, decompile, reverse engineer, or scrape the Ultimate App or Wallet Features, their respective underlying software or their user interface, APIs or protocols, or to perform any other actions that infringe proprietary rights of Unstoppable Finance or third parties. Any rights to use the Ultimate App or the User's Wallet Features shall expire upon termination of the User Agreement. 5. Fees
5.1 Fees may apply for the use of the Ultimate App. The price quote displayed in the App contains the fee for the use of the Ultimate App, including the statutory value added tax, (hereinafter: "Ultimate Fee") as well as the fee for the use of the respective DeFi DApps, protocols and services. Also, for the execution of any transactions a network fee of the Solana blockchain in the native currency SOL is due. Unstoppable Finance has no control over the fees charged by the Third-Party Services. Unstoppable Finance may change its own fees at any time. Price changes will be communicated to the User in due time before taking effect. 5.2 The User is only entitled to offset and/or assert rights of retention if his counterclaims are legally established, undisputed or recognized by Unstoppable Finance.
6. Term and Termination
The User can terminate the User Agreement at any time without notice. Unstoppable Finance may terminate the User Agreement at any time giving 30 days’ prior notice. The right of the parties to terminate the User Agreement for cause remains unaffected. In case of termination of the User Agreement by Unstoppable Finance, the User can no longer access the Ultimate App. However, the User may continue to access his Digital Assets via a third-party wallet provider using his Seed Phrase and Private Keys. 7. Liability of Unstoppable Finance; Force Majeure
7.1 Unstoppable Finance is liable for damages – regardless of the legal grounds – in the event of intent and gross negligence on the part of Unstoppable Finance, its legal representatives, executive employees or other vicarious agents. 7.2 In case of simple negligence, Unstoppable Finance is only liable for damages resulting from injury to life, body or health and for damages resulting from the breach of an essential contractual duty (a duty, the performance of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly relies and may rely), whereby in the latter case of breach of an essential contractual duty, Unstoppable Finance's liability shall be limited to compensation of the foreseeable, typically occurring damage. 7.3 The limitations of liability according to Section 7.1 and Section 7.2 do not apply as far as Unstoppable Finance has assumed a guarantee or has fraudulently concealed a defect in the contractual services. These limitations of liability also do not apply to claims of the User according to the Product Liability Act (”Produkthaftungsgesetz”) and any applicable data privacy laws. 7.4 If the User suffers damages form the loss of data, Unstoppable Finance is not liable for this, as far as the damages would have been avoided by a regular and complete backup of all relevant data by the user. 7.5 Unstoppable Finance takes all possible measures to enable the User to access the Ultimate App, the Wallet Features and Third-Party Services. In the event of disruptions to the technical infrastructure, the internet connection or a relevant blockchain, Unstoppable Finance shall be exempt from its obligation to perform. This also applies if Unstoppable Finance is prevented from performing due to force majeure or other circumstances, the elimination of which is not possible or cannot be economically expected of Unstoppable Finance. 8. Indemnities
8.1 The User agrees to indemnify Unstoppable Finance from all claims, which other Users or other third parties assert for infringement of their rights against Unstoppable Finance due to the User’s use of the Ultimate App or other Third Party Services. 8.2 In this case, the User assumes all necessary costs of legal defence of Unstoppable Finance, including all statutory court and attorney fees. This does not apply if the user is not responsible for the infringement. 8.3 In case of a claim asserted by a third party, the user is obliged to provide Unstoppable Finance with immediate, truthful and complete information necessary for the examination of claims and defence.
9. Data Protection Unstoppable Finance informs the User about Unstoppable Finance#s processing of personal data, including the disclosure to third parties and the rights of the User as a affected party, in the data protection information. 10. Final Provisions
10.1 Unstoppable Finance is entitled to transfer its rights and obligations under the User Agreement in whole or in part to third parties with a notice period of four weeks. In this case, the User has the right to terminate the User Agreement without notice. 10.2 Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by the statutory provision. If there is no statutory provision or if the statutory provision would lead to an unacceptable result, the parties shall enter negotiations to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. 10.3 The User Agreement including these GTC shall be governed by German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. For consumers domiciled in another European country but Germany, the mandatory provisions of the consumer protection laws of the member state in which the consumer is domiciled shall also apply, provided that these are more advantageous for the consumer than the provisions of the German law. 10.4 For users who are merchants within the meaning of the German Commercial Code (”Handelsgesetzbuch”), a special fund (”Sondervermögen”) under public law or a legal person under public law, Berlin shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship. 10.5 In the event of a conflict between the German and the English version of these GTC, the German version shall prevail. Last Updated: October, 24th 2022