These terms and conditions by Eligma, AI technologies development, Ltd., Letališka cesta 33f, 1000 Ljubljana, Republic of Slovenia (hereinafter: “Service Provider”) set forth the legal framework applicable to the NAKA application (hereinafter: “NAKA App”).
‍

NAKA App is owned and operated by the Service Provider. By using NAKA App, you confirm that you have read these terms and conditions, and you agree to be bound by them. If you do not agree with them, you may not use NAKA App.
‍

If you are a natural person, you are only allowed to use NAKA App if you are older than 15 years.
‍

By accessing and using the NAKA App you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain based systems, and that you have a working knowledge of the usage and intricacies of Crypto assets.
‍

The Service Provider reserves the right to change or modify these terms and conditions at any time and upon sole discretion. In such cases, the Service Provider will use reasonable efforts to provide notice of changes, such as by providing notice on the NAKA App or by updating the “Version” of these terms and conditions. By continuing to access or use NAKA App you confirm your acceptance of these terms and conditions. It is your sole responsibility to review them from time to time to view any changes and to ensure that you understand what terms and conditions apply when you access or use NAKA App.

‍

1. “Acquirer” is a legal entity or sole entrepreneur that acts as an intermediary between the Merchants and NAKA. It establishes a contractual relationship with the Merchants, provides them NAKA payment technology, exchanges crypto Assets for other crypto Assets or Fiat, and settles Merchants.
   ‍
2. “Blockchain Node” is a device or a process that is part of a Blockchain and holds a complete or partial replica of records of all transactions on a Blockchain.
   ‍
3. “Blockchain” is an information repository that keeps records of transactions and that is shared across, and synchronized between, a set of network nodes using a Consensus Mechanism.
   ‍
4. “Card Holder” refers to any natural or legal person using the NAKA App.
   ‍
5. “Consensus Mechanism” are rules and procedures by which an agreement is reached, among Blockchain Nodes, that a transaction is validated.
   ‍
6. “Crypto Asset” means a digital representation of a value or of a right that can be transferred and stored electronically using blockchain.
   ‍
7. “Fiat” is a government-issued currency that is not backed by a physical commodity but by the government that issued it.
   ‍
8. “Gas” is a fee required to successfully conduct a transaction on Blockchain or execute a Smart Contract. It is paid to the Blockchain Nodes for ensuring the confirmation of a Crypto Assets transaction. It is set by the Blockchain and fluctuates based on network traffic and transaction complexity.
   ‍
9. “MATIC” is Polygon Blockchain native Crypto Asset. More information on MATIC is available on the following link: https://polygon.technology/matic-token.
   ‍
10. “Merchant Agreement” is a contract between a Merchant and an Acquirer containing their respective rights, duties, and obligations for participation in NAKA.
    ‍
11. “Merchant” is a legal entity or a sole entrepreneur who concludes the Merchant Agreement with the Acquirer to be included in the NAKA.
    ‍
12. “NAKA Card” is a custodial or self-custodial card of Card Holders which is used to pay for goods and services with Crypto Assets at the Merchants in NAKA.
    ‍
13. “NAKA App” is a self-custodial wallet, where Card Holder takes custody of its own Private Key.
    ‍
14. “Naka” is a Blockchain-based payment network compatible with EMV and PCI DSS to facilitate transactions and settlements between Card Holders and Merchants through the utilization of Smart Contracts.
    ‍
15. “PIN” is a personal identification number required to be entered to access NAKA App and complete transactions with NAKA Card.
    ‍
16. “Polygon” is a “layer 2” Blockchain which enables faster Blockchain transactions and low transaction fees. More information on Polygon is available on the following link: https://polygon.technology/.
    ‍
17. “Private key” is a unique code that allows to access and manage Crypto Assets to the Card Holder.
    ‍
18. “Sanctions List” means: 1) SDN List, Non-SND List, FSE List, SSI List, NS-PLC List, CAPTA List, NS-MBS List and NS-CMIC list, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury; 2) Consolidated list of persons, groups and entities subject to EU financial sanctions, published by the European Commission; 3) United Nations Security Council Consolidated List and 4) Consolidated list of financial sanctions targets, published by the Office of Financial Sanctions Implementation, part of HM Treasury.
    ‍
19. “Seed Phrase” is a sequence of 12 random words that provide the information required to recover a lost or damaged NAKA App.
    ‍
20. “Smart Contract” is a software program stored on a Blockchain, which will execute itself when a set of predetermined conditions are met and is meant to implement automated transactions between Card Holders and Merchants. The Administrator is not an owner, custodian, or in control of Smart Contracts, used within NAKA.
    ‍
21. “USDt” is the ticker for the Tether Crypto Asset which is backed by the United States of America dollar (USD). More information on USDt is available on the following link: https://tether.to/.
    ‍

NAKA App is available on Google Play and Apple Store. To use the NAKA App Card Holder must download the NAKA App to its electronic device and create a new wallet or add an existing one.

Upon commencing the use of the NAKA App, the Card Holder must set a 4-digit passcode. This passcode serves as a fundamental security measure, granting access to the NAKA App and preventing unauthorized entry. Setting the NAKA App passcode initiates the creation of a Smart Contract, enabling the Card Holder to utilize the functionalities of the NAKA App. Following passcode setup, the Card Holder is presented with three options for backing up their NAKA App Seed Phrase: manual backup, iCloud backup, or Google Drive backup. Opting for Google Drive backup necessitates the creation of a master password. This master password is essential for decrypting the Seed Phrase stored on Google Drive, ensuring its security. Alternatively, selecting iCloud backup automatically encrypts the Seed Phrase, enhancing its security. The Service Provider does not retain any copies of the passcode, Seed Phrase, or master password. Consequently, in the event of their loss, the Service Provider cannot facilitate recovery.

‍

Following this, the Card Holder is directed back to the NAKA App home screen, where it is required to establish a connection between its NAKA Card and the deployed Smart Contract. This connection is facilitated by scanning the QR code located on the NAKA Card. To initiate this process, the Card Holder must click on the “Let's Scan” option on the NAKA App home screen, which activates the electronic device's camera. If the QR code scan is successful, the Card Holder will be prompted to set a 4-digit PIN for its NAKA Card. This PIN serves as the key to unlocking deposits to the NAKA App and executing transactions with the NAKA Card. However, if the NAKA Card is already linked with another Smart Contract, the attempt to establish a connection is rejected. In such cases, the Card Holder is presented with two options: “Re-Scan QR Code” (this option allows the Card Holder to attempt scanning the QR code again by activating the electronic device's camera) or “Do It Later” (choosing this option redirects the Card Holder back to the home screen, deferring the connection establishment process for a later time).

The Card Holder initiates this process by selecting the method for importing the Seed Phrase. Three options are available: manual import, iCloud import, or Google Drive import. If the Card Holder opts for manual import, it must enter the Seed Phrase manually into the designated fields. Alternatively, if the Card Holder chooses to import the Seed Phrase from iCloud or Google Drive, it will be prompted to input the master password to decrypt the Seed Phrase stored on Google Drive. Seed Phrase on iCloud will be decrypted automatically. Upon successful decryption, the Card Holder is required to set a 4-digit passcode. This passcode serves as a fundamental security measure, granting access to the NAKA App and preventing unauthorized entry. By completing these steps, the Card Holder successfully imports the NAKA App, gaining access to its functionalities.

‍

The Card Holder is then redirected to the NAKA App home screen where it has the following features of the NAKA Card available:
‍

• Payment Card Settings:
  • Change PIN: Card Holder has the option to change PIN associated with its NAKA Card.
    ‍
  • Daily spending limit: Card Holder can set overall daily spending limit from 10,00 USDt to 999,99 USDt. The default daily spending limit is set to 999,99 USDt.
    ‍
  • Single transaction limit: Card Holder can set single transaction limit from 10,00 USDt to 999,99 USDt. The default single transaction limit is set to 500,00 USDt.
    ‍
  • Block: If a Card Holder loses or breaks its NAKA Card, or the latter is stolen from the Card Holder, it can block such a NAKA card by selecting the block feature. By doing this it is unable to unblock the NAKA Card and must obtain a new NAKA Card to be used with the existing Smart Contract. In such cases, the Card Holder has an option to “Request new card” on the NAKA App home screen to order a new NAKA Card. In such cases Card Holder must undergo the same linking procedure as described above.
    ‍
  • Freeze: Card Holder can temporarily disable its NAKA Card with this feature for a period of its own choosing.
    ‍
  • Show card details: this functionality shows Card Holder its NAKA Card number and date of its validity.
    ‍
• Top-up: The Card Holder can transfer its Crypto Assets, stored with third-party service providers (e.g., Binance, MetaMask, Ledger) to the Smart Contract linked to its NAKA Card. By selecting “Top-up” within the NAKA App interface, the Card Holder gains access to the information about the currency (USDt), network (Polygon), Blockchain deposit address, and a QR code containing the Blockchain deposit address. The Card Holder also has the option to share the Blockchain deposit address via various messaging methods supported on its electronic device (e.g., email and messaging applications). The Card Holder will have to pay Gas on the Polygon with MATIC, as well as any associated fees from the third-party service provider, to facilitate the transfer of Crypto Assets to the Smart Contract. Upon completion of payments and Blockchain confirmations, the transferred Crypto Assets will be deposited into the Smart Contract, and the corresponding amount balance will be updated on the NAKA App home screen. There are no restrictions on the number of top-ups or the amount of USDt that can be sent to the Smart Contract associated with the Card Holder's NAKA Card.
  ‍
• Withdrawal: Card Holder can withdraw USDt from the Smart Contract which is connected to its NAKA Card. Upon selecting the “Withdraw” option within the NAKA App interface, the Card Holder is prompted to enter the desired withdrawal amount. Following this input, the Card Holder is notified that the withdrawal amount will be reserved for a duration of 1 hour before becoming eligible for withdrawal. Subsequently, the Card Holder is prompted to enter the Blockchain withdrawal address, with a reminder to ensure that the provided address can accept USDt on the Polygon. During the 1-hour reservation period, the Card Holder maintains the option to cancel the withdrawal request by selecting “Cancel Withdraw”. However, once the 1-hour period elapses, the Card Holder must confirm the withdrawal by clicking on “Complete Withdraw”. Only one withdrawal request can be initiated within a single hour, and the Card Holder is unable to make multiple withdrawal requests simultaneously.
  ‍
• NAKA Locations: Card Holder is shown and can also search through the locations of Merchants that accept NAKA Card as a type of payment.
  ‍
• Transaction history: Card Holder is shown the following transaction details: amount in Fiat, amount in USDt, Acquirer’s exchange rate between Fiat and USDt, date and time, Merchant’s name, point-of-sale, and address.

NAKA App is purely self-custodial, meaning that the Service Provider does not have any custody, possession, or control of the Card Holder’s Crypto Assets or Private keys of the Card Holder’s NAKA App at any time. NAKA App is only software used for the Smart Contract deployment, establishing a connection between the Card Holder’s NAKA Card and the deployed Smart Contract, and NAKA Card management.

‍

The Card Holder is solely responsible for keeping its NAKA App secure and should never share NAKA App Private key or Seed Phrase with anyone. The Service Provider is not liable for any acts or omissions by the Card Holder that compromise or could compromise the NAKA App.

‍

By accessing and using NAKA App the Card Holder represents and warrants that it is not a prohibited person, which is:

‍

• based in -, being a citizen of - or incorporated in the United States of America, United Kingdom, Democratic People’s Republic of Korea (North Korea), Iran, Syria, Crimea, and the self-proclaimed Donetsk People’s Republic, Luhansk People’s Republic, Kherson People's Republic, and Zaporizhzhia People's Republic,
  ‍
• listed in any Sanctions List,
  ‍
• directly or indirectly owned 50 percent or more by any natural or legal person or group of persons in the aggregate that is included in any Sanctions List or based in -, being a citizen of - or incorporated in a jurisdiction from the point a) of this subsection,
  ‍
• a government or a government official of a jurisdiction with a high risk for money laundering and terrorism financing or a jurisdiction from the point a) of this subsection,
  ‍
• prohibited by a decision of a public authority to participate in or conduct services performed by the Service Provider.

‍

The Card Holder agrees that it will not violate any laws, contracts, or intellectual property, and is solely responsible for its own actions by using NAKA App. The Card Holder explicitly agrees that it will not:

‍

• claim a NAKA App name or its content for the purpose of reselling it, confusing others, and deriving others’ goodwill,
  ‍
• use such software, protocol, code, script, or similar, that could damage, disable, overburden, or impair the functioning of the NAKA App in any manner, extract data, or otherwise interfere with or modify the rendering of the NAKA App or its functionality,
  ‍
• use the NAKA App for commercial purposes inconsistent with these terms and conditions,
  ‍
• reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the NAKA App, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the NAKA App,
  ‍
• sell or resell the service of the NAKA App,
  ‍
• use the NAKA App directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial or criminal activity, or in any way in connection with the violation of any law or regulation that applies to the Card Holder or Service Provider,
  ‍
• use the NAKA App with the proceeds of unlawful activity,
  ‍
• infringe or violate the intellectual property rights or any other rights of the Service Provider,
  ‍
• use the NAKA App directly or indirectly, for, on behalf of, for the benefit of, or in connection with prohibited persons, defined above,
  ‍
• use the NAKA App in any manner that could interfere with, disrupt, negatively affect, or inhibit other Card Holders from fully enjoying the NAKA App.

‍

By agreeing to these terms and conditions the Card Holder agrees to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless the Service Provider, and its respective past, present, and future employees, officers, directors, contractors, consultants, shareholders, service providers, subsidiaries, affiliates, agents, representatives, predecessors and successors, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, that are caused by, arise out of or are related to the Card Holder’s (a) use or misuse of the NAKA App, (b) violation or breach of any of these terms and conditions or applicable law, and (c) violation of the rights of or obligations to a third party, including another user or third party, and (d) negligence or willful misconduct. The Card Holder agrees to promptly notify the Service Provider of any claims and cooperate with the Service Provider in defending them.

‍

Access and use of the NAKA App may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, repair, preventing potential violations of these terms and conditions, or other actions that the Service Provider, in its sole discretion, may elect to take.

The Service Provider is not an owner, custodian, or in control of the Blockchain networks. The Service Provider is not responsible for and makes no guarantees regarding Blockchain networks environment operation and functionality. The Service Provider also does not control certain Smart Contracts that may be integral to the Card Holder’s ability to complete transactions with NAKA Card. Since transactions conducted on the NAKA App are directly linked to Blockchain, they are irreversible, and the Service Provider has no ability to reverse them on the Blockchain.

‍

The NAKA App provided by the Service Provider is only a digital infrastructure for Smart Contract deployment, establishing a connection between its NAKA Card and the deployed Smart Contract, and NAKA Card management. Consequently, the Service Provider is not an owner, custodian, or in control of Smart Contract, generated by the Card Holder via NAKA App, and Crypto Assets on such a Smart Contract. The latter is solely owned by the Card Holder who created it. The Card Holder is also the only one who possesses the Private key used to interact with such a Smart Contract.

‍

The Service Provider takes no action and does not participate in any way in the payment process conducted with the Card Holder’s NAKA Card. For the latter, the Service Provider only supplies the Card Holder with an interface to manage its own NAKA Card and Smart Contract connected with it. Since the Smart Contract is activated and controlled solely upon Card Holder’s action with the NAKA Card (i.e., when the Card Holder taps its NAKA Card to the Merchant’s point-of-sale device) or via NAKA App (top-up, withdrawal and setting up limits), the Service Provider cannot limit or block any Card Holder’s actions in relation to the Smart Contract.

‍

The Card Holder understands that by providing NAKA App the Service Provider is not: operating a trading platform of Crypto Assets, exchanging Crypto Assets for Fiat or other Crypto Assets, and placing and issuing Crypto Assets. Since transactions with the Smart Contract connected to the NAKA Card and NAKA App are performed by the Card Holder itself, the Service Provider is also not an owner nor custodial of the Smart Contract, NAKA Card, and the Card Holder’s Digital wallet. The Service Provider is also not executing any order on behalf of the Card Holder, and providing custody, administration or transfer services of Card Holder’s Crypto Assets, advice on Card Holder’s Crypto Assets and portfolio management of Card Holder’s Crypto Assets.

‍

Access to and use of the NAKA App is at the Card Holder’s own risk. NAKA App is provided on an “as is” and “as available” basis and the Service Provider makes no warranty or representation and disclaim all responsibility for whether the NAKA App will meet Card Holder’s requirements.

‍

Prices of Crypto Assets are subject to volatility and fluctuations. The Card Holder acknowledges that it fully understands this and that it may lose money.

‍

The regulatory regime governing Blockchain and Crypto Assets is uncertain and new regulations or policies may materially adversely affect the further development of the NAKA App and its utilities.

‍

There are risks associated with using internet and Blockchain based products, including, but not limited to, the risk associated with the hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to the Card Holder’s NAKA App. The Card Holder accepts and acknowledges that the Service Provider will not be responsible for any communication failures, disruptions, errors, distortions or delays the Card Holder might experience when using the NAKA App or any Blockchain.

‍

The Service Provider is not responsible or liable to the Card Holder for any loss of its Crypto Assets and takes no responsibility for losses, damages, or claims arising from: (a) Card Holder’s error, incorrectly constructed transactions, or mistyped addresses; (b) server failures or data loss; (c) unauthorized access or use; (d) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing or other cyber-attacks, (e) any issues with the Blockchain.

‍

No advice or information, whether oral or obtained from the Service Provider, will create any warranty or representation not expressly made herein. The Card Holder accepts the inherent security risks of providing information and dealing online over the internet and will not hold the Service Provider responsible for any breach of security.

The NAKA App, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, URLs, and scripts), proprietary content, information, and other materials, and all content and other materials contained therein, including, without limitation, logos and all designs, texts, graphics, pictures, data, software, other files, and the selection and arrangement thereof are the property of the Service Provider.

‍

The Card Holder agrees not to take any action(s) inconsistent with such ownership interests. The Service Providers reserve all rights in connection with the NAKA App and its content, including, without limitation, the exclusive right to create derivative works.

‍

The NAKA App name, logo, trademarks, and any Service Provider product or service names, designs, logos, and slogans are the intellectual property of the Service Provider. As such it may not be copied, imitated, or used, in whole or in part, without the Service Provider prior written permission in each instance. In addition, the “look and feel” of the NAKA App constitutes the service mark, trademark, or trade dress of the Service Provider and may not be copied, imitated, or used, in whole or in part, without the Service Provider prior written permission.

‍

The use of the NAKA App is free of charge. The Card Holder is only obliged to pay the Gas for topping-up USDt to the Smart contract of its NAKA Card.

‍

The amount of Gas is not in any way determined by the Service Provider and is not paid to the Service Provider. Gas payment is final and irreversible regardless of whether a successful transaction on Blockchain occurs.

‍

No personal data is collected by the Service Provider using NAKA App. However, Service Provider uses the following cookies on NAKA App:

‍

‍

The Service Provider also uses the Google Analytics web service by Google Inc. Google Analytics is a web analysis service providing information on Card Holders behavior on NAKA App to create a better user experience. Data related to Card Holders use of NAKA App (e.g., your IP address, browser type, language settings, operating system, etc.) collected by the Google Company will be transferred to Google’s server in the United States of America, where this data will be stored and analyzed. The relevant data in an anonymized form will then be sent to the Service Provider. Pursuant to the “Model Contractual Clauses” approved by the European Commission, obliging them to protect Card Holders personal data, the Google Company ensures adequate levels of data protection regarding Google’s processing of personal data. Card Holder can withdraw its consent to the use of web analysis at any time by downloading Google Analytics Opt-out Browser Add-on.

‍

The Service Provider uses cookies to improve NAKA App functioning and the user experience in NAKA App viewing. Temporary cookies are used to measure the number of NAKA App visitors to check the efficiency of NAKA App content display and improvement. Persistent cookies are used to save Card Holders’ contact information for subsequent website visits, so that Card Holders don’t need to sign in any longer or that the NAKA App content display adjusts to Card Holder’s device. NAKA App also uses saved cookies originating from other sites like Facebook, Twitter, Google, etc.

‍

The data collected through cookies is processed exclusively for statistical purposes and for collecting demographic data and visitor interests (but only in such a way that your identity cannot be revealed), for identifying server problems and for NAKA App editing.

‍

The Service Provider processes NAKA App addresses directly from the Polygon Blockchain with analytical tools to: (i) provide, operate, maintain, improve, and analyze the NAKA App; (ii) investigate and prevent conducts that may violate these terms and conditions and/or are otherwise harmful or unlawful; (iii) comply with the applicable laws; and (iv) to cooperate with investigations by the law enforcement or other authorities due to suspected violations of law.

These terms and conditions shall govern the access and use of the NAKA App in its entirety.

‍

The Card Holder acknowledges that breaching any of the provisions of the terms and conditions outlined herein will result in irreparable harm to the Service Provider, prompting the latter to seek monetary compensation.

‍

The NAKA App is operated by the Service Provider who operates under the laws of the Republic of Slovenia. Those Card Holders who choose to access the NAKA App from locations outside the Republic of Slovenia do so at their own initiative and are responsible for compliance with applicable local laws.

‍

If any of the provisions of these terms and conditions proves void or invalid in any other way, this does not affect the validity and enforceability of the other provisions if they can also exist without the void or invalid provision. In this case, such void or invalid provision is considered separable from the other provisions, which are modified accordingly in the case of separation.

‍

These terms and conditions are governed under the law of the Republic of Slovenia. In the case of any disputes arising out of or in connection with the NAKA App (including disputes in connection with the existence, validity or termination of these terms and conditions or any other obligation derived from or in connection with the NAKA App), the competent court is in Ljubljana.

‍

These terms and conditions enter into force on 26 April 2024.

‍

For any questions or comments in connection with these terms and conditions, we are available at card.support@naka.com.