Terms & Conditions

Terms & Conditions

Terms & Conditions

Effective Date: 21.09.2023

TERMS & CONDITIONS - THE BASICS

Welcome to the Nimble website (https://www.insurenimble.com/), a website-hosted user interface (the “Interface”) made available by Nimble Insurance Company Ltd., which is a Bermuda exempted company, which will hold a Class T License to carry on digital asset business in or from Bermuda as well as an IIGB Insurance Sandbox License to carry on innovative insurance business in or from Bermuda, each from the Bermuda Monetary Authority, and is referred to as "Nimble",  “we”, “our”, or “us”. The Interface provides access to a decentralized insurance marketplace protocol, known as “Nimble,” which allows users to stake $NIMBLE and receive in return $NIMBLE tokens in a number corresponding to the staked $NIMBLE (the “Protocol”). These Terms of Service apply to you (“You”) as a user of the website, including all the products, services, tools and information made available. These Terms of Service and any terms and conditions incorporated herein by reference (collectively, the “Terms”) govern your access to and use of the Interface. You must read the Terms carefully. By accessing, browsing or otherwise using the Interface, or by acknowledging agreement to the Terms on the Interface, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms. THE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACTS YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED. ​We may change, amend, or revise the Terms from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms available on the Interface and update the “Last Updated” date at the beginning of the Terms accordingly. If the change is considered by Nimble to be a material change, we will provide not less than 30 days' notice of such material change. It is your responsibility to review the Terms periodically for changes. Any changes to the Terms will be applicable as of the date that they are made, and your continued access to or use of the Interface after the Terms have been updated will constitute your binding acceptance of such updates. If you do not agree to the revised Terms, then you should not continue to access or use the Interface. We may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively, the "Communications") to you in written form. By agreeing to these Terms, you consent to Nimble delivering such Communications to you in electronic form, including email. Consent to electronic deliver applies to every year that the Communications are furnished.  ​You agree that all terms and conditions, agreements, notices, disclosures and other communication that we provide to you electronically satisfy any legal requirements such communication would satisfy if they were provided in writing. Nimble may use reasonable efforts to honor any request you may have to opt out from receiving certain emails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature of delivery or retention of non-electronic records, to the extent such waiver is not prohibited under the applicable law.


ELIGIBILITY

In order to use the Interface, you must satisfy the following eligibility requirements. You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, shareholders, members, investors, employees, agents, service providers and affiliates that you satisfy all of the eligibility requirements as of each date that you make any use or receive any benefits of the Interface:you are of legal age in the jurisdiction in which you reside and you have legal capacity to enter into the Terms and be bound by them; if you accept the Terms on behalf of a legal entity, you must have the legal authority to accept the Terms on that entity’s behalf, in which case “you” as used herein (except as used in this paragraph) will mean that entity; (i) you are not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Somalia, Sudan, Syria, Venezuela, Zimbabwe or any other country to which the United States, the United Kingdom, Bermuda, , the European Union or any of its member states or the United Nations or any of its member states (collectively, the “Major Jurisdictions”) embargoes goods or imposes similar sanctions (such embargoed or sanctioned territories, collectively, the “Restricted Territories”); (ii) you are not, and do not directly or indirectly own or control, and have not received any assets from, any blockchain address that is, listed on any sanctions list or equivalent maintained by any of the Major Jurisdictions (such sanctions-listed persons, collectively, “Sanctions Lists Persons”); and (iii) you do not intend to transact in or with any Restricted Territories or Sanctions List Persons; and you are not a Restricted Person; and your use of the Interface is not prohibited by and does not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. 


Terms & Conditions

ACCESS TO THE INTERFACE

We reserve the right to disable access to the Interface at any time, with or without cause or good reason. Our grounds for suspending or terminating your access to the Interface may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and in our sole discretion. We will not be liable to you for any loss or damage you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.  ​You agree that any information that you provide (about your identity, finances and relationships) is accurate, correct and up to date. You agree that you are 18 years of age or older, able to form a binding contract with us and are acting on your own behalf. Accessing the information, resources, services, products and tools of the Interface by any other means that we provide is strictly prohibited. You specifically agree not to access or tamper with the Interface, for any purpose, through any automated, unethical or unconventional means, including access or collecting personally identifiable information with respect to Nimble users, borrowers, investors, lenders or employees.  You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the Interface or Nimble's products, services or data, including overburdening, spamming, engaging in a denial of service attach or similar activities (or attempt to do any of the above).  

PROPRIETARY RIGHTS

We own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents. You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations. You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Algorand blockchain and is not our proprietary property. 

PROHIBITED ACTIVITY

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Interface: ​Activity that breaches the Terms; Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another. Activity that violates any applicable law, rule, or regulation concerning the integrity of this marketplace, including, but not limited to, creating a fraudulent claim. Activity that violates any applicable law, rule, or regulation of any Major Jurisdiction. Activity that disguises or interferes in any way with the IP address of the computer you are using to access or use the Interface or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Interface. Activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity. Activity that contributes to or facilitates any of the foregoing activities.  

All information provided in connection with your access and use of the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface or any other information that we make available at any time, including, without limitation, blog posts, social media posts, articles, links to third-party content, news feeds, tutorials, tweets and videos. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. ​The Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.  The Interface and the views expressed on the Interface do not necessarily reflect the views of Nimble as a whole, its directors, officers, employees, shareholders, or any part or member thereof or of any third party.  

NO PROFESSIONAL ADVICE OF FIDUCIARY DUTIES

The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your access and use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface. 

NO WARRANTIES

The Interface may not be available or appropriate for use in all jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Interface and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations. ​As a regulated financial institution operating in Bermuda, we are required to identify clients on the Interface that use our products and services. Identification ensures that we remain in compliance with applicable information reporting requirements in Bermuda, which is something that is necessary for us to be able to continue to offer digital currency services to our clients. Nimble collects and verifies your personal information and financial information. We also may obtain personal information from third parties in order to verify your identity or to prevent fraud. Personal information collected from any source may include, amongst other things, your name and address, taxpayer identification number, and date of birth. You certify under penalty that the information provided is correct. You hereby authorize us, or a third party service provider that we designate, to take any measures that we consider necessary to confirm the personal information that you provide, verify and authenticate your personal information and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in the provision of services by Nimble to you until all identification requirements have been met.  

COMPLIANCE OBLIGATIONS

By accessing and using the Interface, you represent that you understand (a) the Interface facilitates access to the Protocol, the use of which has many inherent risks, and (b) the cryptographic and blockchain-based systems have inherent risks to which you are exposed when using the Interface. You further indicate that you have a working knowledge of the usage and intricacies of blockchain-based digital assets, including, without limitation, Algo token standard available on the Algorand  blockchain. You further understand that the markets for these blockchain-based digital assets are highly volatile due to factors that include, but are not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with blockchain-based systems, such as Algorand, are variable and may increase or decrease, respectively, drastically at any time. You hereby acknowledge and agree that we are not responsible for any of these variables or risks associated with the Protocol and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol. 

ASSUMPTION OF RISK

The Interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. For the avoidance of doubt, any such link or connection is provided only as a convenience and should be used at your own risk. Nimble has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Nimble or create any liability on the part of Nimble in respect of such link or connection. Your use of any such third-party websites are governed by the privacy policies of those sites, which we encourage you to review before using such sites. Nimble will have no responsibility for any liabilities arising from or related to the contents of any third party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.  

THIRD PARTY RESOURCES AND PROMOTION

You expressly agree that you assume all risks in connection with your access to and use of the Interface. Additionally, you expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Interface. 

RELEASE OF CLAIMS

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access to and use of the Interface; (b) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access to and use of the Interface with your assistance or using any device or account that you own or control. 

INDEMNITY

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Interface, or from any access to or use of any information obtained by any unauthorized access to or use of the Interface. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Interface; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the greater of (i) the amount you paid to us in exchange for access to and use of the Interface, or (ii) $100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law. 

LIMITATION OF LIABILITY

Any claim or controversy arising out of or relating to the Interface, the Terms, or any other acts or omissions ("the Dispute"), shall be resolved by way of the following procedures: ​Either party shall bring the Dispute to the attention of the other party by written notice to (a) hi@insurenimble.com ("Nimble Representative") in in the case of a notice to us, and (b) our primary contact(s) with you in the case of a notice to you.  The Nimble Representative (or other senior representative of Nimble nominated by us) shall attend a meeting with you (or a senior representative of you, where you are a corporate entity), within 60 business days of the service of the written notice, at which meeting the respective parties shall negotiate in good faith in an effort to resolve the Dispute.  At the meeting, the parties shall consult and negotiate with each other and, recognising their mutual interest, shall attempt to reach a resolution satisfactory to both parties.     If the parties fail to resolve the Dispute by good faith negotiations, then the parties shall, on the written request of either party refer the Dispute in writing to an independent mediator, the identity of whom shall be agreed between the parties.  In the event that a mediator cannot be agreed by the parties within 7 days of one party's request to appoint a mediator, either party shall be at liberty request the appointment of a single mediator in accordance with the Bermuda International Conciliation and Arbitration Act 1993 (the "1993 Act") and the UNCITRAL Conciliation Rules adopted thereunder.   Any submissions made to the mediator, of whatever nature, shall be treated in strict confidence and without prejudice to the rights and/or liabilities of the parties in any legal proceedings and are agreed to be legally privileged.  The parties shall make written submissions to the mediator within 7 days of his/her appointment. The parties agree to make a good faith effort to achieve a resolution to the Dispute.  The parties shall share equally the cost of the mediation, which shall be conducted in Hamilton Bermuda.   If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by the duly authorised representative of each of the parties, shall become binding on the parties. In the event that within a period of 21 days of the appointment of a mediator, the mediator is unable to resolve the Dispute, the Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the "Rules") by three arbitrators appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this clause. In the event that the parties are unable to agree on the choice of presiding arbitrators, then the presiding arbitrators shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.  The parties agree that the 1993 Act shall apply to any arbitration commenced pursuant to this clause. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English. The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act, Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. 

DISPUTE RESOLUTION

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. 

CLASS ACTION AND JURY TRIAL WAIVER

You agree that the laws of Bermuda, without regard to principles of conflict of laws, govern the Terms and any Dispute between you and us. 

GOVERNING LAW

The Terms, including the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof, including the Interface. The Terms, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms. 

ENTIRE AGREEMENT

We encourage you to read the Privacy Policy (located here), which explains how Nimble is going to use your personal information and protect your privacy when you are using the Interface.  The Privacy Policy describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy. 

Effective Date: 21.09.2023

TERMS & CONDITIONS - THE BASICS

Welcome to the Nimble website (https://www.insurenimble.com/), a website-hosted user interface (the “Interface”) made available by Nimble Insurance Company Ltd., which is a Bermuda exempted company, which will hold a Class T License to carry on digital asset business in or from Bermuda as well as an IIGB Insurance Sandbox License to carry on innovative insurance business in or from Bermuda, each from the Bermuda Monetary Authority, and is referred to as "Nimble",  “we”, “our”, or “us”. The Interface provides access to a decentralized insurance marketplace protocol, known as “Nimble,” which allows users to stake $NIMBLE and receive in return $NIMBLE tokens in a number corresponding to the staked $NIMBLE (the “Protocol”). These Terms of Service apply to you (“You”) as a user of the website, including all the products, services, tools and information made available. These Terms of Service and any terms and conditions incorporated herein by reference (collectively, the “Terms”) govern your access to and use of the Interface. You must read the Terms carefully. By accessing, browsing or otherwise using the Interface, or by acknowledging agreement to the Terms on the Interface, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms. THE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACTS YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED. ​We may change, amend, or revise the Terms from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms available on the Interface and update the “Last Updated” date at the beginning of the Terms accordingly. If the change is considered by Nimble to be a material change, we will provide not less than 30 days' notice of such material change. It is your responsibility to review the Terms periodically for changes. Any changes to the Terms will be applicable as of the date that they are made, and your continued access to or use of the Interface after the Terms have been updated will constitute your binding acceptance of such updates. If you do not agree to the revised Terms, then you should not continue to access or use the Interface. We may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively, the "Communications") to you in written form. By agreeing to these Terms, you consent to Nimble delivering such Communications to you in electronic form, including email. Consent to electronic deliver applies to every year that the Communications are furnished.  ​You agree that all terms and conditions, agreements, notices, disclosures and other communication that we provide to you electronically satisfy any legal requirements such communication would satisfy if they were provided in writing. Nimble may use reasonable efforts to honor any request you may have to opt out from receiving certain emails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature of delivery or retention of non-electronic records, to the extent such waiver is not prohibited under the applicable law.


ELIGIBILITY

In order to use the Interface, you must satisfy the following eligibility requirements. You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, shareholders, members, investors, employees, agents, service providers and affiliates that you satisfy all of the eligibility requirements as of each date that you make any use or receive any benefits of the Interface:you are of legal age in the jurisdiction in which you reside and you have legal capacity to enter into the Terms and be bound by them; if you accept the Terms on behalf of a legal entity, you must have the legal authority to accept the Terms on that entity’s behalf, in which case “you” as used herein (except as used in this paragraph) will mean that entity; (i) you are not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Somalia, Sudan, Syria, Venezuela, Zimbabwe or any other country to which the United States, the United Kingdom, Bermuda, , the European Union or any of its member states or the United Nations or any of its member states (collectively, the “Major Jurisdictions”) embargoes goods or imposes similar sanctions (such embargoed or sanctioned territories, collectively, the “Restricted Territories”); (ii) you are not, and do not directly or indirectly own or control, and have not received any assets from, any blockchain address that is, listed on any sanctions list or equivalent maintained by any of the Major Jurisdictions (such sanctions-listed persons, collectively, “Sanctions Lists Persons”); and (iii) you do not intend to transact in or with any Restricted Territories or Sanctions List Persons; and you are not a Restricted Person; and your use of the Interface is not prohibited by and does not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. 


Terms & Conditions

ACCESS TO THE INTERFACE

We reserve the right to disable access to the Interface at any time, with or without cause or good reason. Our grounds for suspending or terminating your access to the Interface may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and in our sole discretion. We will not be liable to you for any loss or damage you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.  ​You agree that any information that you provide (about your identity, finances and relationships) is accurate, correct and up to date. You agree that you are 18 years of age or older, able to form a binding contract with us and are acting on your own behalf. Accessing the information, resources, services, products and tools of the Interface by any other means that we provide is strictly prohibited. You specifically agree not to access or tamper with the Interface, for any purpose, through any automated, unethical or unconventional means, including access or collecting personally identifiable information with respect to Nimble users, borrowers, investors, lenders or employees.  You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the Interface or Nimble's products, services or data, including overburdening, spamming, engaging in a denial of service attach or similar activities (or attempt to do any of the above).  

PROPRIETARY RIGHTS

We own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents. You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations. You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Algorand blockchain and is not our proprietary property. 

PROHIBITED ACTIVITY

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Interface: ​Activity that breaches the Terms; Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another. Activity that violates any applicable law, rule, or regulation concerning the integrity of this marketplace, including, but not limited to, creating a fraudulent claim. Activity that violates any applicable law, rule, or regulation of any Major Jurisdiction. Activity that disguises or interferes in any way with the IP address of the computer you are using to access or use the Interface or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Interface. Activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity. Activity that contributes to or facilitates any of the foregoing activities.  

All information provided in connection with your access and use of the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface or any other information that we make available at any time, including, without limitation, blog posts, social media posts, articles, links to third-party content, news feeds, tutorials, tweets and videos. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. ​The Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.  The Interface and the views expressed on the Interface do not necessarily reflect the views of Nimble as a whole, its directors, officers, employees, shareholders, or any part or member thereof or of any third party.  

NO PROFESSIONAL ADVICE OF FIDUCIARY DUTIES

The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your access and use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface. 

NO WARRANTIES

The Interface may not be available or appropriate for use in all jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Interface and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations. ​As a regulated financial institution operating in Bermuda, we are required to identify clients on the Interface that use our products and services. Identification ensures that we remain in compliance with applicable information reporting requirements in Bermuda, which is something that is necessary for us to be able to continue to offer digital currency services to our clients. Nimble collects and verifies your personal information and financial information. We also may obtain personal information from third parties in order to verify your identity or to prevent fraud. Personal information collected from any source may include, amongst other things, your name and address, taxpayer identification number, and date of birth. You certify under penalty that the information provided is correct. You hereby authorize us, or a third party service provider that we designate, to take any measures that we consider necessary to confirm the personal information that you provide, verify and authenticate your personal information and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in the provision of services by Nimble to you until all identification requirements have been met.  

COMPLIANCE OBLIGATIONS

By accessing and using the Interface, you represent that you understand (a) the Interface facilitates access to the Protocol, the use of which has many inherent risks, and (b) the cryptographic and blockchain-based systems have inherent risks to which you are exposed when using the Interface. You further indicate that you have a working knowledge of the usage and intricacies of blockchain-based digital assets, including, without limitation, Algo token standard available on the Algorand  blockchain. You further understand that the markets for these blockchain-based digital assets are highly volatile due to factors that include, but are not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with blockchain-based systems, such as Algorand, are variable and may increase or decrease, respectively, drastically at any time. You hereby acknowledge and agree that we are not responsible for any of these variables or risks associated with the Protocol and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol. 

ASSUMPTION OF RISK

The Interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. For the avoidance of doubt, any such link or connection is provided only as a convenience and should be used at your own risk. Nimble has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Nimble or create any liability on the part of Nimble in respect of such link or connection. Your use of any such third-party websites are governed by the privacy policies of those sites, which we encourage you to review before using such sites. Nimble will have no responsibility for any liabilities arising from or related to the contents of any third party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.  

THIRD PARTY RESOURCES AND PROMOTION

You expressly agree that you assume all risks in connection with your access to and use of the Interface. Additionally, you expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Interface. 

RELEASE OF CLAIMS

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access to and use of the Interface; (b) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access to and use of the Interface with your assistance or using any device or account that you own or control. 

INDEMNITY

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Interface, or from any access to or use of any information obtained by any unauthorized access to or use of the Interface. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Interface; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the greater of (i) the amount you paid to us in exchange for access to and use of the Interface, or (ii) $100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law. 

LIMITATION OF LIABILITY

Any claim or controversy arising out of or relating to the Interface, the Terms, or any other acts or omissions ("the Dispute"), shall be resolved by way of the following procedures: ​Either party shall bring the Dispute to the attention of the other party by written notice to (a) hi@insurenimble.com ("Nimble Representative") in in the case of a notice to us, and (b) our primary contact(s) with you in the case of a notice to you.  The Nimble Representative (or other senior representative of Nimble nominated by us) shall attend a meeting with you (or a senior representative of you, where you are a corporate entity), within 60 business days of the service of the written notice, at which meeting the respective parties shall negotiate in good faith in an effort to resolve the Dispute.  At the meeting, the parties shall consult and negotiate with each other and, recognising their mutual interest, shall attempt to reach a resolution satisfactory to both parties.     If the parties fail to resolve the Dispute by good faith negotiations, then the parties shall, on the written request of either party refer the Dispute in writing to an independent mediator, the identity of whom shall be agreed between the parties.  In the event that a mediator cannot be agreed by the parties within 7 days of one party's request to appoint a mediator, either party shall be at liberty request the appointment of a single mediator in accordance with the Bermuda International Conciliation and Arbitration Act 1993 (the "1993 Act") and the UNCITRAL Conciliation Rules adopted thereunder.   Any submissions made to the mediator, of whatever nature, shall be treated in strict confidence and without prejudice to the rights and/or liabilities of the parties in any legal proceedings and are agreed to be legally privileged.  The parties shall make written submissions to the mediator within 7 days of his/her appointment. The parties agree to make a good faith effort to achieve a resolution to the Dispute.  The parties shall share equally the cost of the mediation, which shall be conducted in Hamilton Bermuda.   If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by the duly authorised representative of each of the parties, shall become binding on the parties. In the event that within a period of 21 days of the appointment of a mediator, the mediator is unable to resolve the Dispute, the Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the "Rules") by three arbitrators appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this clause. In the event that the parties are unable to agree on the choice of presiding arbitrators, then the presiding arbitrators shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.  The parties agree that the 1993 Act shall apply to any arbitration commenced pursuant to this clause. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English. The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act, Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. 

DISPUTE RESOLUTION

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. 

CLASS ACTION AND JURY TRIAL WAIVER

You agree that the laws of Bermuda, without regard to principles of conflict of laws, govern the Terms and any Dispute between you and us. 

GOVERNING LAW

The Terms, including the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof, including the Interface. The Terms, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms. 

ENTIRE AGREEMENT

We encourage you to read the Privacy Policy (located here), which explains how Nimble is going to use your personal information and protect your privacy when you are using the Interface.  The Privacy Policy describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy. 

Effective Date: 21.09.2023

TERMS & CONDITIONS - THE BASICS

Welcome to the Nimble website (https://www.insurenimble.com/), a website-hosted user interface (the “Interface”) made available by Nimble Insurance Company Ltd., which is a Bermuda exempted company, which will hold a Class T License to carry on digital asset business in or from Bermuda as well as an IIGB Insurance Sandbox License to carry on innovative insurance business in or from Bermuda, each from the Bermuda Monetary Authority, and is referred to as "Nimble",  “we”, “our”, or “us”. The Interface provides access to a decentralized insurance marketplace protocol, known as “Nimble,” which allows users to stake $NIMBLE and receive in return $NIMBLE tokens in a number corresponding to the staked $NIMBLE (the “Protocol”). These Terms of Service apply to you (“You”) as a user of the website, including all the products, services, tools and information made available. These Terms of Service and any terms and conditions incorporated herein by reference (collectively, the “Terms”) govern your access to and use of the Interface. You must read the Terms carefully. By accessing, browsing or otherwise using the Interface, or by acknowledging agreement to the Terms on the Interface, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms. THE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACTS YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED. ​We may change, amend, or revise the Terms from time to time and at any time, at our sole discretion. When we make changes, we will make the updated Terms available on the Interface and update the “Last Updated” date at the beginning of the Terms accordingly. If the change is considered by Nimble to be a material change, we will provide not less than 30 days' notice of such material change. It is your responsibility to review the Terms periodically for changes. Any changes to the Terms will be applicable as of the date that they are made, and your continued access to or use of the Interface after the Terms have been updated will constitute your binding acceptance of such updates. If you do not agree to the revised Terms, then you should not continue to access or use the Interface. We may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively, the "Communications") to you in written form. By agreeing to these Terms, you consent to Nimble delivering such Communications to you in electronic form, including email. Consent to electronic deliver applies to every year that the Communications are furnished.  ​You agree that all terms and conditions, agreements, notices, disclosures and other communication that we provide to you electronically satisfy any legal requirements such communication would satisfy if they were provided in writing. Nimble may use reasonable efforts to honor any request you may have to opt out from receiving certain emails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature of delivery or retention of non-electronic records, to the extent such waiver is not prohibited under the applicable law.


ELIGIBILITY

In order to use the Interface, you must satisfy the following eligibility requirements. You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, shareholders, members, investors, employees, agents, service providers and affiliates that you satisfy all of the eligibility requirements as of each date that you make any use or receive any benefits of the Interface:you are of legal age in the jurisdiction in which you reside and you have legal capacity to enter into the Terms and be bound by them; if you accept the Terms on behalf of a legal entity, you must have the legal authority to accept the Terms on that entity’s behalf, in which case “you” as used herein (except as used in this paragraph) will mean that entity; (i) you are not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Somalia, Sudan, Syria, Venezuela, Zimbabwe or any other country to which the United States, the United Kingdom, Bermuda, , the European Union or any of its member states or the United Nations or any of its member states (collectively, the “Major Jurisdictions”) embargoes goods or imposes similar sanctions (such embargoed or sanctioned territories, collectively, the “Restricted Territories”); (ii) you are not, and do not directly or indirectly own or control, and have not received any assets from, any blockchain address that is, listed on any sanctions list or equivalent maintained by any of the Major Jurisdictions (such sanctions-listed persons, collectively, “Sanctions Lists Persons”); and (iii) you do not intend to transact in or with any Restricted Territories or Sanctions List Persons; and you are not a Restricted Person; and your use of the Interface is not prohibited by and does not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. 


Terms & Conditions

ACCESS TO THE INTERFACE

We reserve the right to disable access to the Interface at any time, with or without cause or good reason. Our grounds for suspending or terminating your access to the Interface may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and in our sole discretion. We will not be liable to you for any loss or damage you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.  ​You agree that any information that you provide (about your identity, finances and relationships) is accurate, correct and up to date. You agree that you are 18 years of age or older, able to form a binding contract with us and are acting on your own behalf. Accessing the information, resources, services, products and tools of the Interface by any other means that we provide is strictly prohibited. You specifically agree not to access or tamper with the Interface, for any purpose, through any automated, unethical or unconventional means, including access or collecting personally identifiable information with respect to Nimble users, borrowers, investors, lenders or employees.  You may not violate, interfere with, impair or circumvent the ordinary operation, security, privacy or mission of the Interface or Nimble's products, services or data, including overburdening, spamming, engaging in a denial of service attach or similar activities (or attempt to do any of the above).  

PROPRIETARY RIGHTS

We own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents. You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations. You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Algorand blockchain and is not our proprietary property. 

PROHIBITED ACTIVITY

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Interface: ​Activity that breaches the Terms; Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another. Activity that violates any applicable law, rule, or regulation concerning the integrity of this marketplace, including, but not limited to, creating a fraudulent claim. Activity that violates any applicable law, rule, or regulation of any Major Jurisdiction. Activity that disguises or interferes in any way with the IP address of the computer you are using to access or use the Interface or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Interface. Activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity. Activity that contributes to or facilitates any of the foregoing activities.  

All information provided in connection with your access and use of the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface or any other information that we make available at any time, including, without limitation, blog posts, social media posts, articles, links to third-party content, news feeds, tutorials, tweets and videos. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. ​The Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.  The Interface and the views expressed on the Interface do not necessarily reflect the views of Nimble as a whole, its directors, officers, employees, shareholders, or any part or member thereof or of any third party.  

NO PROFESSIONAL ADVICE OF FIDUCIARY DUTIES

The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your access and use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface. 

NO WARRANTIES

The Interface may not be available or appropriate for use in all jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Interface and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations. ​As a regulated financial institution operating in Bermuda, we are required to identify clients on the Interface that use our products and services. Identification ensures that we remain in compliance with applicable information reporting requirements in Bermuda, which is something that is necessary for us to be able to continue to offer digital currency services to our clients. Nimble collects and verifies your personal information and financial information. We also may obtain personal information from third parties in order to verify your identity or to prevent fraud. Personal information collected from any source may include, amongst other things, your name and address, taxpayer identification number, and date of birth. You certify under penalty that the information provided is correct. You hereby authorize us, or a third party service provider that we designate, to take any measures that we consider necessary to confirm the personal information that you provide, verify and authenticate your personal information and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in the provision of services by Nimble to you until all identification requirements have been met.  

COMPLIANCE OBLIGATIONS

By accessing and using the Interface, you represent that you understand (a) the Interface facilitates access to the Protocol, the use of which has many inherent risks, and (b) the cryptographic and blockchain-based systems have inherent risks to which you are exposed when using the Interface. You further indicate that you have a working knowledge of the usage and intricacies of blockchain-based digital assets, including, without limitation, Algo token standard available on the Algorand  blockchain. You further understand that the markets for these blockchain-based digital assets are highly volatile due to factors that include, but are not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with blockchain-based systems, such as Algorand, are variable and may increase or decrease, respectively, drastically at any time. You hereby acknowledge and agree that we are not responsible for any of these variables or risks associated with the Protocol and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol. 

ASSUMPTION OF RISK

The Interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. For the avoidance of doubt, any such link or connection is provided only as a convenience and should be used at your own risk. Nimble has no control over any such other websites, the contents thereof or the products, services or policies represented. The existence of any link or other connection does not imply any affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Nimble or create any liability on the part of Nimble in respect of such link or connection. Your use of any such third-party websites are governed by the privacy policies of those sites, which we encourage you to review before using such sites. Nimble will have no responsibility for any liabilities arising from or related to the contents of any third party website or the use of any such website (including any mobile website) or the privacy policies and customer information practices of any such website.  

THIRD PARTY RESOURCES AND PROMOTION

You expressly agree that you assume all risks in connection with your access to and use of the Interface. Additionally, you expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Interface. 

RELEASE OF CLAIMS

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access to and use of the Interface; (b) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access to and use of the Interface with your assistance or using any device or account that you own or control. 

INDEMNITY

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Interface, or from any access to or use of any information obtained by any unauthorized access to or use of the Interface. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Interface; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the greater of (i) the amount you paid to us in exchange for access to and use of the Interface, or (ii) $100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law. 

LIMITATION OF LIABILITY

Any claim or controversy arising out of or relating to the Interface, the Terms, or any other acts or omissions ("the Dispute"), shall be resolved by way of the following procedures: ​Either party shall bring the Dispute to the attention of the other party by written notice to (a) hi@insurenimble.com ("Nimble Representative") in in the case of a notice to us, and (b) our primary contact(s) with you in the case of a notice to you.  The Nimble Representative (or other senior representative of Nimble nominated by us) shall attend a meeting with you (or a senior representative of you, where you are a corporate entity), within 60 business days of the service of the written notice, at which meeting the respective parties shall negotiate in good faith in an effort to resolve the Dispute.  At the meeting, the parties shall consult and negotiate with each other and, recognising their mutual interest, shall attempt to reach a resolution satisfactory to both parties.     If the parties fail to resolve the Dispute by good faith negotiations, then the parties shall, on the written request of either party refer the Dispute in writing to an independent mediator, the identity of whom shall be agreed between the parties.  In the event that a mediator cannot be agreed by the parties within 7 days of one party's request to appoint a mediator, either party shall be at liberty request the appointment of a single mediator in accordance with the Bermuda International Conciliation and Arbitration Act 1993 (the "1993 Act") and the UNCITRAL Conciliation Rules adopted thereunder.   Any submissions made to the mediator, of whatever nature, shall be treated in strict confidence and without prejudice to the rights and/or liabilities of the parties in any legal proceedings and are agreed to be legally privileged.  The parties shall make written submissions to the mediator within 7 days of his/her appointment. The parties agree to make a good faith effort to achieve a resolution to the Dispute.  The parties shall share equally the cost of the mediation, which shall be conducted in Hamilton Bermuda.   If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by the duly authorised representative of each of the parties, shall become binding on the parties. In the event that within a period of 21 days of the appointment of a mediator, the mediator is unable to resolve the Dispute, the Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the "Rules") by three arbitrators appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this clause. In the event that the parties are unable to agree on the choice of presiding arbitrators, then the presiding arbitrators shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch.  The parties agree that the 1993 Act shall apply to any arbitration commenced pursuant to this clause. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English. The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act, Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. 

DISPUTE RESOLUTION

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. 

CLASS ACTION AND JURY TRIAL WAIVER

You agree that the laws of Bermuda, without regard to principles of conflict of laws, govern the Terms and any Dispute between you and us. 

GOVERNING LAW

The Terms, including the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof, including the Interface. The Terms, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms. 

ENTIRE AGREEMENT

We encourage you to read the Privacy Policy (located here), which explains how Nimble is going to use your personal information and protect your privacy when you are using the Interface.  The Privacy Policy describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy.