Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Newrons ("Company," "we," or "us") governing your access to and use of the Newrons website and mobile application (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Platform.

Newrons is a Web3 platform that enables digital ownership through blockchain technology, connecting brands and consumers through NFTs (Non-Fungible Tokens) and other digital assets.

3.1 Account Creation

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information and to update this information to maintain its accuracy.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breaches

3.3 Wallet Connection

To access blockchain functionality, you may need to connect a compatible cryptocurrency wallet. You are solely responsible for the security of your wallet, including private keys and seed phrases.

4.1 NFT Ownership

When you purchase or acquire an NFT through our Platform:

• You own the NFT as recorded on the blockchain
• Ownership is limited to the NFT itself, not necessarily the underlying content
• Your rights are subject to the terms of the smart contract governing the NFT

4.2 Intellectual Property Rights

Unless explicitly stated:

• Purchasing an NFT does not transfer copyright or other intellectual property rights
• You may not reproduce, distribute, or create derivative works based on the content associated with the NFT without permission
• You may display and transfer the NFT in accordance with these Terms

4.3 Transfer and Resale

You may transfer or sell your NFTs subject to:

• Any restrictions in the smart contract
• Applicable royalty payments to original creators
• Compliance with these Terms and applicable laws

5.1 Permitted Use

You may use the Platform only for lawful purposes and in accordance with these Terms.

5.2 Prohibited Activities

You agree not to:

• Use the Platform in any way that violates applicable laws or regulations
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any activity that interferes with or disrupts the Platform
• Attempt to gain unauthorized access to the Platform or its systems
• Use any robot, spider, or other automated device to access the Platform
• Circumvent any technological measures implemented for security or rights management
• Create, mint, or sell counterfeit or unauthorized NFTs
• Engage in market manipulation or fraudulent activities
• Post, upload, or transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Infringe upon or violate the intellectual property rights of others
• Distribute malware, viruses, or any other malicious code

5.3 User-Generated Content

Our Platform may allow you to create, upload, post, send, or store content, including messages, text, photos, videos, and other materials ("User Content"). By providing User Content on or through our Platform, you represent and warrant that:

• You own or have the necessary rights to use and authorize us to use all intellectual property rights in and to any User Content
• Your User Content does not violate these Terms, applicable law, or the intellectual property or other rights of any third party
• Your User Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable

5.4 License to User Content

By posting User Content, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, and otherwise exploit such User Content in connection with operating and providing our Platform and services.

5.5 Content Removal

We reserve the right to remove any User Content that violates these Terms or that we determine, in our sole discretion, is harmful, offensive, or otherwise unacceptable. We are not responsible for the accuracy, completeness, appropriateness, or legality of User Content.

6.1 Transaction Finality

Blockchain transactions are irreversible. We cannot:

• Reverse completed transactions
• Recover lost private keys or seed phrases
• Recover NFTs sent to incorrect addresses

6.2 Gas Fees and Transaction Costs

You are responsible for all gas fees and transaction costs associated with blockchain interactions. We do not control blockchain networks and cannot guarantee:

• Transaction processing times
• Gas fee estimates
• Network availability

6.3 Smart Contracts

Our Platform utilizes smart contracts to manage digital assets. You acknowledge that:

• Smart contracts operate autonomously once deployed
• Smart contract execution is subject to blockchain network conditions
• There may be risks associated with using smart contracts

7.1 License

We grant you a revocable, non-exclusive, non-transferable license to use the application on compatible devices you own or control.

7.2 App Store Terms

You must comply with all applicable third-party terms of service when using the application (e.g., Apple App Store or Google Play Store terms).

7.3 Apple App Store Specific Terms

If you download our app from the Apple App Store, you acknowledge and agree that:

• These Terms are between you and Newrons only, not with Apple
• Apple has no obligation to furnish any maintenance and support services for the app
• In the event of any failure of the app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if applicable) to you
• Apple is not responsible for addressing any claims by you or any third party relating to the app
• Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party intellectual property infringement claim
• You must comply with all applicable third-party terms when using the app (e.g., your wireless data service agreement)
• Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you
• You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties

7.4 In-App Purchases

Our app may offer in-app purchases for digital content, features, or services. By making an in-app purchase, you agree to the following:

• All purchases are final and non-refundable, except as required by law
• You are responsible for all in-app purchases made through your device
• For purchases made through the Apple App Store, Apple's payment terms and conditions apply
• Prices for in-app purchases may change at any time without notice
• Parents and guardians are responsible for monitoring and approving purchases made by minors

7.5 Subscriptions

If our app offers subscription services:

• Subscriptions automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period
• Your account will be charged for renewal within 24 hours prior to the end of the current period
• You can manage and cancel your subscriptions by going to your account settings in the App Store after purchase
• If a free trial period is offered, the subscription will automatically begin charging at the end of the trial period unless you cancel before that time

7.6 Updates

We may release updates to the application, which you may need to install to continue using all features. Some updates may be mandatory for security reasons or to comply with changes in laws and regulations.

8.1 Platform Availability

The Platform is provided on an "as is" and "as available" basis. We do not guarantee that the Platform will always be available, uninterrupted, or error-free.

8.2 Blockchain Risks

You acknowledge the inherent risks associated with blockchain technology, including:

• Volatility in cryptocurrency values
• Regulatory uncertainty
• Technical vulnerabilities
• Network congestion and delays

8.3 Third-Party Services

We are not responsible for third-party services integrated with our Platform, including wallets, exchanges, or other blockchain services.

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Platform.

You agree to indemnify and hold harmless Newrons and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from your use of the Platform or violation of these Terms.

11.1 Term

These Terms remain in effect while you use the Platform.

11.2 Termination

We may terminate or suspend your account and access to the Platform at any time, without notice, for conduct that we determine violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

11.3 Effect of Termination

Upon termination:

• Your right to use the Platform will immediately cease
• We may delete or limit access to your account data
• Blockchain assets you own will remain on the blockchain, but you may lose access to associated benefits through our Platform

We may revise these Terms at any time. The updated Terms will be posted on the Platform with a new effective date. Your continued use of the Platform after such changes constitutes acceptance of the new Terms.

These Terms shall be governed by the laws of Ohio, without regard to its conflict of law principles.

13.1 Dispute Resolution Process

Any dispute arising from these Terms shall be resolved through the following process:

1. Informal Negotiation: We encourage you to contact us first to discuss any concerns before resorting to formal dispute proceedings. We will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the dispute is first raised.
2. Mediation: If informal negotiation is unsuccessful, either party may initiate mediation by providing written notice to the other party. The mediation will be conducted by a mutually agreed upon mediator in Columbus, Ohio.
3. Arbitration: If mediation is unsuccessful, any controversy or claim will be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

13.2 Arbitration Procedures

The arbitration will be conducted in Columbus, Ohio, unless you and we both agree to another location. The arbitration will be conducted by a single arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver

You and Newrons agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

13.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending the completion of arbitration.

13.5 Small Claims Court

Nothing in these Terms prevents you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief against us on your behalf. You can also, in some circumstances, pursue your claim in small claims court where arbitration would not be required.

13.6 Changes to Dispute Resolution

If we make any future changes to this dispute resolution section, you may reject the change by sending us written notice within 30 days of the change to the address provided in the Contact Information section.

If any provision of these Terms is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

These Terms, together with our Privacy Policy and any other legal notices published by us on the Platform, constitute the entire agreement between you and us regarding the Platform.

For questions about these Terms, please contact us at: