General terms and conditions of business and use
1. Basic Provisions; Risk Information; No Financial Service
1.1 Novasama Technologies GmbH, Schönhauser Allee 163, 10435 Berlin, Germany (hereinafter: “Novasama”) offers the Nova Spektr App, a non-custodial software wallet as desktop app, that works around the limitations of other wallets and can provide a single point-of-view for stakeholders with advanced needs in the entire ecosystem to manage blockchain-based digital assets (hereinafter: “Digital Assets”). Novasama does not have access to or control over a User's private cryptographic keys (hereinafter: “Private Key”) and seed recovery phrase (hereinafter: “Mnemonic Phrase”) or the User’s Digital Assets at any time.
1.2 The Nova Spektr App allows the user to communicate with other signatories to the Multisig Account (cf. Section 3 below) in order to coordinate and execute the authorization of transactions by integrating third-party communication services provided by Matrix Foundation C.I.C. (cf. Section 3 below). The Nova Spektr App allows the User to interact with further third-party decentralized applications (hereinafter: “DApps”) from the Decentralized Finance sector (hereinafter: “DeFi”) (hereinafter: “DeFi DApps”), that Novasama does not operate itself.
1.3 Novasama 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 exclusively 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 Nova Spektr 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 Nova Spektr App are irrevocable and irreversible, and there is no possibility to refund Digital Assets that have been deployed.
1.5 The User acknowledges that Novasama offers a non-custodial software wallet. The User is responsible for storing and securing the Private Keys. Novasama does not store Mnemonic Phrases and Private Keys for the User, nor does it have access to the User's Mnemonic Phrase and Private Keys. In the event of loss of the Mnemonic Phrase and Private Keys by the User, Novasama will not be able to recover the User's Private Keys or otherwise restore access to the Digital Assets. Novasama is not responsible for the loss of the User's Mnemonic Phrase or Private Keys. In case of loss, only the User himself can recover his Wallet. 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. Novasama does not charge the User with these network fees and cannot influence these costs.
1.6 Novasama does not provide any financial services, in particular Novasama does not give any investment recommendations or advice and does not provide any investment brokerage or crypto custody services. Novasama 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 Novasama and the contractual partner (hereinafter: “User”) (hereinafter: “User Agreement”). The contract is concluded by using the Nova Spektr App subject to these GTC. The use of the Nova Spektr App is only permitted to legal entities, partnerships and natural persons with unlimited legal capacity. In particular, minors are prohibited from using the Nova Spektr 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 Novasama has expressly agreed to their application in writing. This consent requirement shall apply in any case, even if for example Novasama, being aware of the general terms and conditions of the contractual partner, accepts payments by the contractual partner without reservations.
2.3 The current version of the GTC is published on Novasama’s website under https://novaspektr.io/terms, indicating the date of the last update to the GTC. By downloading or updating the Nova Spektr App, the User accepts the version of the GTC available at the time of his/her latest download or update.
3. Functions of the Nova Spektr App; User's Duty of Care; Third-Party Services; Matrix Services.
3.1 The Nova Spektr App allows the User to create a multi-signature account (hereinafter: “Multisig Account”) on any supported blockchain. The Multisig Account is composed of one or more accounts of different Users (hereinafter: each a “Signatory” and collectively the “Signatories”). To be executed each transaction needs to be signed by a pre-defined minimum threshold of Signatories. In order to create a Multisig Account, each User must import an existing account from a hardware wallet (Polkadot Vault) and log in to the Matrix Services (cf. Section 3.4 below) by providing its username and password. The hardware wallet is also necessary for signing each transaction using an air-gapped QR code. Using the Nova Spectr App, the User may, inter alia, sync shards, support complex proxy/multi-sig combinations, and handle staking, asset management, and voting across all shards in a single user-operation. Novasama continues to develop the Nova Spektr App on a regular basis, so that the services offered may be subject to change. The presentation of the Nova Spektr App only reflects the current functionality and does not constitute a binding offer for future services.
3.2 Novasama does not store the User's Mnemonic Phrase, Private Keys and public cryptographic keys and therefore only offers a non-custodial Wallet. The Mnemonic Phrase and Private Keys are exclusively stored on the hardware wallet. The creation and storage of backups are the responsibility of the User. Novasama does not create backup copies of the Mnemonic Phrase and Private Keys or the contents of the Nova Spektr App. The User is obliged to properly back up the Mnemonic Phrase and Private Keys. In case of loss, the User will face the loss of access to his/her Digital Assets.
3.3 The Nova Spektr App contains certain features (hereinafter: “Wallet Features”) that allow the User to interact with third-party DeFi DApps, protocols and services that Novasama does not operate itself (hereinafter: “Third-Party Services”, cf. Section 4 below). For this purpose, the Nova Spektr App provides a user interface that the User can use to connect to and interact with DeFi DApps or DeFi protocols. Novasama continues to develop the Wallet Features and integrations with Third-Party Services on a regular basis, so that the Wallet Features offered and Nova Spektr App's compatibility with Third-Party Services may be subject to change. The presentation of the Wallet Features in the Nova Spektr App only reflects the current functionality and does not constitute a binding offer for future services.
3.4 The Nova Spektr App integrates decentralized communication services provided by Matrix Foundation C.I.C., c/o New Vector Ltd., 10 Queen Street Place, London, United Kingdom, EC4R 1AG (hereinafter: “Matrix Services”) for providing communication services related to the multi-signature features (e.g. account creation, operations signing, chat room invitations, chat events). In order to use the Matrix Services, the User must register an account with Matrix Foundation C.I.C and provide the User’s username and password to the Nova Spektr App to retrieve the Matrix API key. Only the Matrix API key, not the username and password, is stored in the Nova Spektr App on the User’s local device permanently. Other than the initial creation of a Multisig Account, the Nova Spektr App and services can be operated without access to the Matrix Service.
4. Conditions of Service
4.1 The User's right to use the Nova Spektr App is limited to the respective state of art. Novasama 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 Nova Spektr App. In these cases, Novasama 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 6 of the GTC remains unaffected.
4.2 To the extent that Novasama embeds services, content or data from third party providers, Novasama does not warrant their accuracy, completeness or timeliness. Novasama 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 Novasama and the Third-Party Service providers and the Third-Party Service providers are not acting as agents of or at the direction of Novasama. Novasama has no technical, legal or organizational means to influence Third-Party Services. Novasama 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 Novasama or third parties hold proprietary rights in the Nova Spektr App or the Wallet Functions or in the content, materials or data, Novasama allows the User to use these rights for the performance 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 Nova Spektr 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 Novasama or third parties.
5. Fees
Network fees which are due for the execution of transactions shall be borne by the User. Novasama does not charge the User with these network fees and cannot influence these costs. The Nova Spektr App will indicate the applicable network fee to the User prior to signing and execution of the transaction. Furthermore, Novasama has no control over the fees charged by the Third-Party Services.
6. Liability of Novasama; Force Majeure
6.1 Except in case of intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), any liability of Novasama shall be excluded for any and all claims arising in connection to the Nova Spektr App provided to the Customer free of charge (so-called “Free-Ware”). Warranty obligations shall only arise if Novasama has fraudulently concealed a possible defect as to quality or title in the Nova Spektr App or the contractual services.
6.2 The limitations of liability according to Section 6.1 do not apply (i) concerning damages arising from injury to life, body or health, (ii) as far as Novasama has assumed a guarantee, (iii) to claims of the User according to the Product Liability Act (”Produkthaftungsgesetz”), and (iv) to claims of the User according to any applicable data privacy laws.
6.3 The liability provisions in Sections 6.1 and 6.2 shall also apply to the personal liability of the executive bodies, legal representatives, employees and vicarious agents of Novasama.
6.4 If the User suffers damages from the loss of data, Novasama 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.
6.5 Novasama takes all possible measures to enable the User to access the Nova Spektr App, the Wallet Features and Third-Party Services. In the event of disruptions to the technical infrastructure, the internet connection or a relevant blockchain, Novasama shall be exempt from its obligation to perform. This also applies if Novasama is prevented from performing due to force majeure or other circumstances, the elimination of which is not possible or cannot be economically expected of Novasama.
6.6 Liability in any other event but Section 6.1 to 6.5 above is excluded.
7. Indemnities
7.1 The User agrees to indemnify Novasama to the extent liable under statutory law from all claims, which other Users or other third parties assert for infringement of their rights against Novasama due to the User’s use of the Nova Spektr App or other Third Party Services.
7.2 In this case, the User assumes all necessary costs of legal defence of Novasama, including all statutory court and attorney fees. This does not apply if the User is not responsible for the infringement.
7.3 In case of a claim asserted by a third party, the User is obliged to the extent liable under statutory law to provide Novasama with immediate, truthful and complete information necessary for the examination of claims and defence.
8. Data Protection
Novasama informs the User about Novasama’s processing of personal data, including the disclosure to third parties and the rights of the User as an affected party, in the data protection information.
9. Final Provisions
9.1 Novasama 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.
9.2 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.
9.3 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.
9.4 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.
9.5 In the event of a conflict between the German and the English version of these GTC, the German version shall prevail.
Last Updated: June 20th, 2023