Last Updated: 24.05.2024
Loyi General Terms & Conditions

General | Scope
These Terms of Service (this “Agreement”) is between the user of the platform (“User” or “you”) and Enefty Technologies UG (Haftungsbeschränkt) doing business as Loyi (“Company” or “we” or “us”) concerning and governing your use of (including any access to) our online properties (e.g., web applications, websites, the Loyi APIs, analytics tools, and software) (collectively, “Services”).  
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Your use of the Services constitutes your consent to this Agreement.
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By using the Services, you affirm that you are of legal age to enter into this Agreement, or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.
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If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement.  References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.

Definitions
In these Terms, the following legal definitions apply:
“Agreement” shall have the meaning as set forth in Clause 1.“
‍Account” means a User’s account on the Platform.
“Company” shall have the meaning as set forth in Clause 1.
“Cooperation” shall have the meaning as set forth in Clause 18.
“Fixed-price Sale” means the event carried out on the Platform by means of which NFTs are sold/purchased for any pre-defined price.
“Media” means any Seller-owned audio-video, images, names, titles and audio files associated with the NFT sold/purchased on the Platform.
"NFT" means any blockchain-tracked, non-fungible token.
“Organization” shall have the meaning as set forth in Clause 1.
“Platform” means the online platform operated by Loyi facilitating loyalty programs.
“Privacy Policy” shall have the meaning as set forth in Clause 6.
“Premium Services” shall have the meaning as set forth in Clause 18.
“Purchaser” means a User who purchases an NFT on a Fixed-price Sale.
“Sales Contract” means the contract between the Seller and the Purchaser on sale/purchase of NFT(s).
“Seller” means a User who offers an NFT on the Platform for sale.
“Services” shall have the meaning as set forth in Clause 1.
‍“Third Party Materials” shall have the meaning as set forth in Clause 9.
‍“Third Party Channel” shall have the meaning as set forth in Clause 9.
“User” shall have the meaning as set forth in Clause 1.
“Virus” shall have the meaning as set forth in Clause 8.
“Wallet” means a crypto wallet of the User.

Use of Services
Loyi’s platform enables brands to manage their communities and those communities to engage with brands through loyalty and other programs.  You can use the Services either as (a) a company that is a Loyi customer who uses Loyi’s visual interface; (b) a company that uses Loyi’s Application Programming Interface (API); or (c) an end-user who is a community member of a brand program or customer of Loyi’s customer.  These Terms govern all of the above use cases.

Companies using the Services to provide end-user functionality
If you use Loyi’s services as described in Clause 3 (a) or (b), a company that uses the visual interface or API, then you agree to to link to Loyi’s Terms of Services as well as its Privacy Policy and incorporate them into the terms of services that you provide to your end-users.  All of your end-users must agree to Loyi’s Terms of Services and Privacy Policy.  
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To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Loyi and any affiliated entities, and their respective successors and assigns, from and against any third party claim, suit or proceeding, and all associated liabilities, damages, judgments, awards, demands, losses, costs, expenses and fees (including attorneys’ fees) that arise out of end-users use of your services.

Changes
‍We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services.  Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
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Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes.  The “Last Updated” legend above indicates when this Agreement was last changed.  We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.

Information Submitted Through the Services.
Your submission of information through the Services is governed by Company’s Privacy Policy, located at LINK (the “Privacy Policy”).  You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

No Recommendations or Investment Advice.
Any content provided through the Services (including any market data or other financial information available through the Services) is made available for informational and educational purposes only, and is not intended to be a recommendation of any specific investment or investment strategy.  Past performance data should not be construed as indicative of future results.  Company does not make investment recommendations or offer investment advice of any kind, and does not evaluate whether any specific investment or investment strategy is suitable for you or in your best interest.  

No content and information about products or services on these Services shall constitute an offer or solicitation to sell, to subscribe to, or provide any recommendation of any securities or any products or services provided by Company.  We have not solicited your use of these Services, or any request for information you have made as a result of using these Services; and no content available through these Services shall be regarded as investment, financial, tax or professional advice.

Rules of Conduct.
In connection with the Services, you must not:
Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or supportive of or promoting violence or violent extremism, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
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Post, transmit or otherwise make available through or in connection with the Services any virus, worm, trap door, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

Use the Services for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that is fraudulent or otherwise tortious or unlawful, including using the Services in any way that would constitute a violation of any applicable laws.

Use the Services for online gambling or practices inconsistent with the generally accepted practices of the Internet community, including promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, Ponzi and pyramid schemes, phishing, or pharming.

Harvest or collect information about users of the Services.

Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.

Restrict or inhibit any other person from using the Services.

Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Company’s express prior written consent.

Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.

Remove any copyright, trademark or other proprietary rights notice from the Services.
Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without Company’s express prior written consent.

Systematically download and store Services’ content.

Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services’ content, or reproduce or circumvent the navigational structure or presentation of the Services, without Company’s express prior written consent.  

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

Third Party Materials; Links.
Certain Services functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links.  By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein.  Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive.  Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials.  We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Services at any time.  In addition, the availability of any Third Party Materials through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

You may also choose to connect to the Services using your credentials from a third-party service such as a social media channel (which may include, e.g.,Instagram, X, etc.) (each a “Third Party Channel”), which may allow the Company to use certain information contained within your Third Party Channel profile to help you create an account.  You understand and agree that any Third Party Channel’s collection and use of information is subject to any additional terms, conditions and policies applicable to the Third Party Channel (such as terms of service, privacy policies, and settings on such Third Party Channel).

Scope of your Account on the Platform
The User’s Account on the Platform will be associated with the User’s linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs).
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By using the Wallet in connection with the Loyi, the User agrees to be using that Wallet under the terms and conditions of the applicable provider of the Wallet.
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Wallets are not operated by, maintained by, or affiliated with Loyi, and Loyi does not have custody or control over the contents of the Wallet and has no ability to retrieve or transfer its contents. Loyi assumes no responsibility for, or liability to User, in connection with User’s use of Wallet and gives no representations or warranties regarding how the Platform will operate with any specific Wallet.
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User is solely responsible for its Account and any associated Wallet and Loyi is not liable for any acts or omissions by User in connection with User’s Account or as a result of User’s Account or Wallet being compromised. User should immediately notify Loyi in writing (simple email to be sufficient) in case of discovering or otherwise suspecting any security issues related to the Platform or User’s Account.

Indemnification
The User agrees to indemnify and hold Loyi harmless from and against any and all claims asserted by third parties against Loyi due to improper or unlawful use of the User Account and the Platform, provided that the User is responsible for such improper or unlawful use. In this case, the User shall bear the costs of Loyi's necessary legal defense, including all court and attorney fees in the statutory amount. In the event of a claim by a third party, the User is obligated to immediately, truthfully and completely provide Loyi with all information necessary for the examination of the claims and a defense.

Processing of a Sale/Purchase of an NFT
The technical processing of a sale is described on the Platform.

The Users shall abide by all instructions contained on the Platform in this connection.

When a sale takes place a Sales Contract is concluded between the Seller and the Purchaser.
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User acknowledges that, in respect of a Sales Contract, Loyi shall not become a contracting party to any Sales Contract. Therefore, Loyi is not liable to a User for any obligations out of or in connection with a Sales Contract, including but not limited to for any benefits and perks promised by a Seller to the prospective Purchaser in the course of the sale of an NFT.

General Obligations of the Seller
Seller represents and warrants that (i) it is the Creator of the NFT offered by it on the Platform or a person authorized by the Creator for sale, (ii) the Media related to the NFT is not subject to any third party rights and that any documentation, and (iii) the information provided by Seller on the Media is accurate, true and complete. Seller shall indemnify and hold harmless Loyi from any third party claims in that respect including but not limited to appropriate costs of legal defense and prosecution.
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For the period of time in which a sale/purchase of an NFT is processing, Seller shall, without the prior written consent of Loyi (simple email sufficient), not be entitled to (i) sell or seek to sell the respective NFT outside the Platform, (ii) sell or seek to sell another NFT of the same Media outside the Platform, and (iii) create another NFT of the same Media.
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Usage rights‍
Loyi grants the User a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Services to the extent permitted by the features of the Services.
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User is not entitled to make the Services available to third parties for use, either for a fee or free of charge. Therefore, subleasing Services is expressly prohibited.
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Loyi may, without being obligated to do so, update or further develop the software at any time, and in particular adapt it due to changes in legal situations, technical developments, or to improve IT security. In the event of a significant impairment of the User’s legitimate interests, the User has the right to terminate this Agreement extraordinarily.
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Loyi is not obliged to adapt the software to the individual needs or the IT environment of User.
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Technical Availability of the Platform‍
Loyi provides the Platform to Users on average 95% based on a calendar year. Loyi will notify Users of any downtime affecting Users.
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In order to be able to guarantee the quality and further development of the Platform, Loyi is entitled to carry out maintenance work. Maintenance work shall not be taken into account when calculating the availability of the Platform. As far as possible, Loyi will carry out the maintenance work at times with low utilization of the Platform. Maintenance work will be announced to the Users with reasonable advance notice.
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The calculation of the availability of the Platform shall also not take into account times during which the Platform is unavailable due to urgent adjustments or updates of the IT infrastructure used for the Platform to remedy security vulnerabilities, acutely unstable software and hardware or in case of imminent danger, such as ongoing attacks. In such cases, Loyi may also perform unscheduled and unannounced maintenance. However, Loyi will endeavor to notify Users without undue delay and inform them of the status of the maintenance work.
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When calculating the availability of the Platform, times during which the Platform is down due to technical or other problems beyond Loyi's control (force majeure, fault of third parties (who are not vicarious agents), causes within the User's control (e.g. hardware faults), etc.) shall not be taken into account.

Liability of Company
Loyi is liable to the User in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
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In other cases, Loyi is liable only in the event of a breach of a contractual obligation, which must be fulfilled in order to enable the proper execution of the Agreement in the first place and on which fulfillment the User may rely (so-called cardinal obligation), and limited to the compensation of the foreseeable and typical damage.
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The liability for damages arising from injury of life, body and health and damage claims according to the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected by the above limitations and exclusions of liability.

Termination
‍This Agreement is effective until terminated. The contractual relationship begins with the User’s registration on Platform. Company may terminate or suspend User’s use and access of the Services for cause, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement.  Upon any such termination or suspension, User’s right to use the Services will immediately cease, and Company may, without liability to User or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials.

Premium Services
Loyi may make available the ability for Users to purchase or otherwise obtain from Loyi certain services, including marketing and consulting services, or other products through the Services (collectively, “Premium Services”).  Company reserves the right, including without prior notice, to (a) limit the available quantity of or discontinue making available any Premium Service; (b) impose conditions on the honoring of any coupon, discount or similar promotion; (c) bar any user from making any transaction; and (d) refuse to provide any User with any Premium Service.  Company reserves the right, in its discretion, to exclude any individual, including User, from any Premium Service or to terminate participation in any Premium Service, for any reason, including abuse of the Premium Services, failure to comply with this Agreement, or fraud, misrepresentation or other conduct detrimental to the interests of Company.  Any such exclusion or termination may affect eligibility for further participation in any Premium Service.

User acknowledges that Users timely provision of (and Company’s access to) User’s facilities, equipment, assistance, cooperation, and complete and accurate information and data from User, including any relevant officers, agents and employees (“Cooperation”) is essential to the performance of the Premium Services, and the Company shall not be liable for any deficiency in performing the Premium Services if such deficiency results from User’s failure to provide full Cooperation as required hereunder.  Cooperation includes, but is not limited to, designating a point of contact to interface with Company during the course of the Premium Services, and allocating and engaging additional resources as may be required to assist the Company in performing the Premium Services.  By obtaining Premium Services, User represent that the applicable Premium Service will be used only in a lawful manner and that User will ascertain and obey all applicable laws (including minimum age requirements) regarding the purchase, possession and use of any Premium Service.

We may identify User as a Premium Service customer in marketing, promotional and other materials, and may place User name and logo on our Services or other of our materials.  Additionally, we may reasonably request (User’s consent not to be unreasonably withheld) that User participate in other publicity activities, including providing a quote for a press release, acting as a reference for other prospective clients and providing materials in connection with case studies.  User hereby grants to us and any applicable designees a non-exclusive, fully paid-up, worldwide, sublicensable (through multiple tiers) license to use and display User trade names, trademarks, and service marks (including logos) in connection with the foregoing.  All such use shall be in accordance with good trademark usage practices and any written trademark guidelines that User make available to us from time to time, and all goodwill arising from such use shall insure solely to User’s benefit.

Invoicing for Premium Services is done monthly. The invoice is due for payment within 14 business days.
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Final Provisions
German Law shall apply. The place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Berlin, Germany.

The Users may only set off their claims against those of Loyi or exercise a right of retention to the extent that the User’s claims have been finally determined in a binding judgment which is not subject to appeal, or are undisputed or accepted.

In the event that a provision of these Terms is or becomes wholly or partially invalid or void, the validity of the remaining provisions of these Terms shall not be affected. In place of the invalid or void provisions, statutory law shall apply.‍