TERMS OF SERVICE

Last Updated: April 13, 2023

These Terms of Service ("Terms") govern your access to and use of the services provided by Nani Kotoba DAO LLC, a Wyoming limited liability company ("Nani DAO," "we," "us," or "our"), including but not limited to our web3 AI wallet assistant named "Nani" ("Nani Assistant") and any related services, features, content, applications, and websites (collectively, the "Services"). Please read these Terms carefully before using the Services.

By accessing or using the Services, you agree to be bound by these Terms and all applicable laws, rules, and regulations. If you do not agree to these Terms, you may not access or use the Services.

1. Eligibility

To access or use the Services, you must be at least 18 years old or the age of majority in your jurisdiction, whichever is greater. By using the Services, you represent and warrant that you meet these eligibility requirements and that you have the legal capacity to enter into a binding contract.

2. Your Account

To use certain features of the Services, you may be required to create an account with Nani DAO ("Account"). You are responsible for maintaining the confidentiality of your Account credentials, for all activities that occur under your Account, and for providing true, accurate, current, and complete information about yourself during the registration process. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.

3. License Grant

Subject to your compliance with these Terms, Nani DAO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. You agree to use the Services only for lawful purposes and in accordance with these Terms.

4. Prohibited Conduct

You agree not to use the Services in any unlawful, harmful, or deceptive manner, or in any way that could damage, disable, overburden, or impair the Services. You also agree not to interfere with any other user's use of the Services, engage in any conduct that may harm Nani DAO or the Services, or attempt to gain unauthorized access to the Services or any related systems.

5. Intellectual Property Rights

All intellectual property rights in the Services, including but not limited to copyrights, trademarks, and trade secrets, are owned by Nani DAO or its licensors. Except for the limited license granted in these Terms, nothing in these Terms will be construed as granting you any rights in or to the Services, whether by implication, estoppel, or otherwise.

6. User Content

You are solely responsible for any content that you create, share, or otherwise make available through the Services ("User Content"). By providing User Content, you grant Nani DAO a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media. You represent and warrant that you own or have the necessary rights to use and share your User Content and that your User Content does not violate any applicable laws, rules, or regulations.

7. Third-Party Links

The Services may contain links to third-party websites or resources. Nani DAO is not responsible for the content, products, or services on or available from those websites or resources. You acknowledge that Nani DAO is not liable for any loss or damage that may result from your use of or reliance on such websites or resources.

8. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Nani DAO does not warrant that the Services will be uninterrupted, secure, or error-free, or that any defects will be corrected.

9. Limitation of Liability

To the fullest extent permitted by law, in no event will Nani DAO or its affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or in connection with these Terms or your use of the Services, whether in an action in contract, tort, or otherwise, even if Nani DAO has been advised of the possibility of such damages.

10. Indemnification

You agree to defend, indemnify, and hold harmless Nani DAO and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including but not limited to reasonable attorney's fees and costs, arising out of or in connection with your use of the Services, your violation of these Terms, or your violation of any applicable laws, rules, or regulations.

11. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved in accordance with the UK Jurisdiction Taskforce's Digital Dispute Resolution Rules, which are incorporated by reference into these Terms. The governing law for any dispute arising out of these Terms shall be the laws of the State of Wyoming, without regard to its conflict of law provisions.

12. Changes to the Terms

Nani DAO reserves the right to modify or update these Terms at any time in its sole discretion. If we make changes to these Terms, we will post the updated Terms on our website and update the "Last Updated" date at the top of this page. Your continued use of the Services following any changes to these Terms constitutes your acceptance of the updated Terms.

13. Contact Information

If you have any questions about these Terms or the Services, please contact us at me@nani.ooo.

14. Miscellaneous

These Terms constitute the entire agreement between you and Nani DAO regarding your use of the Services and supersede any prior agreements, communications, or understandings between you and Nani DAO. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure by Nani DAO to enforce any right or provision in these Terms does not constitute a waiver of such right or provision.

15. Web3 and Crypto Risks

You acknowledge and agree that by using the Services, you may be exposed to various risks associated with web3 and crypto, including but not limited to the following:

a. Regulatory Risks: Crypto assets, blockchain technology, and web3 services are subject to a variety of laws, regulations, and guidelines in different jurisdictions, which may change rapidly and significantly. You are responsible for ensuring compliance with all applicable laws, regulations, and guidelines.

b. Technological Risks: The Services may rely on third-party blockchain networks, smart contracts, and other web3 technologies that are subject to potential vulnerabilities, hacks, or failures. Nani DAO is not responsible for any loss or damage resulting from such risks.

c. Market Risks: The value of crypto assets and other digital tokens may be highly volatile and subject to fluctuations due to various factors, including market demand, regulatory changes, technological developments, and global economic conditions. You acknowledge and agree that Nani DAO is not responsible for any loss or damage arising from market risks.

d. Operational Risks: The Services may experience interruptions, delays, or other issues due to various factors, such as network congestion, software bugs, or hardware failures. Nani DAO is not responsible for any loss or damage resulting from operational risks.

e. Security Risks: The security of your Account and any crypto assets associated with the Services is your responsibility. You are responsible for implementing appropriate security measures, such as using strong passwords, enabling two-factor authentication, and safeguarding your private keys. Nani DAO is not responsible for any loss or damage resulting from unauthorized access to your Account or the loss of your private keys.

By using the Services, you agree to assume these risks and hold Nani DAO harmless from any claims, liabilities, damages, losses, and expenses arising from or in connection with your use of web3 and crypto-related features of the Services.

16. Crypto Asset Custody

Nani DAO does not provide custody services for your crypto assets. You are solely responsible for the management and security of your private keys, crypto assets, and any other related information. Nani DAO is not responsible for any loss or damage resulting from your failure to properly manage or secure your crypto assets and private keys.

17. Tax Compliance

You are responsible for determining and complying with any tax obligations arising from your use of the Services, including but not limited to income, capital gains, sales, or other taxes. Nani DAO does not provide tax advice, and you should consult a tax professional for guidance on your specific situation.

18. No Investment Advice

The Services may provide information about crypto assets, web3 technologies, and related topics. This information is for informational purposes only and does not constitute investment, financial, legal, tax, or any other professional advice. You should consult with appropriate professionals before making any decisions related to crypto assets or web3 technologies. Nani DAO is not responsible for any loss or damage resulting from your reliance on information provided through the Services.

19. No Guarantee of Results

Nani DAO does not guarantee any specific results from your use of the Services, including but not limited to financial gains, investment returns, or the performance of any web3 technologies or crypto assets. Your use of the Services is at your own risk, and Nani DAO is not responsible for any loss or damage resulting from your reliance on the Services or any associated web3 and crypto features.

20. No Solicitation or Offering of Securities

Nani DAO and the Services, including Nani Assistant, do not engage in soliciting investments, offering securities for sale, or providing investment advice or recommendations. The information and materials provided through the Services should not be construed as an offer to buy or sell securities or any other financial instruments.

You acknowledge and agree that Nani DAO and the Services are not registered as investment advisers, broker-dealers, or financial intermediaries under any applicable securities laws or regulations. Moreover, your use of the Services does not create any advisory, fiduciary, or other relationships that would require registration, licensing, or regulatory compliance.

You represent and warrant that your use of the Services will not involve activities that would require Nani DAO to register, obtain a license, or be subject to regulatory oversight. You agree to indemnify Nani DAO from any claims, liabilities, damages, losses, and expenses arising from your use of the Services for such activities.

21. International Use and Compliance

Nani DAO makes no representations or warranties regarding the appropriateness or availability of the Services in any jurisdiction. You are responsible for ensuring compliance with all applicable laws, rules, and regulations, including export and import regulations, data privacy, and cross-border data transfer requirements.

You agree not to use the Services if you are a resident of, or located in, any country or territory subject to U.S. trade sanctions or other trade restrictions, or if you are listed on any U.S. government list of prohibited or restricted parties. You represent and warrant that you are not engaging in prohibited or restricted activities under any applicable laws, rules, or regulations.

22. Governing Language

These Terms are prepared and executed in English. Any translations are for reference purposes only. In the event of a conflict, the English version shall prevail and be binding upon the parties.

23. Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable by a competent court or tribunal, the provision shall be eliminated or limited to the minimum extent necessary to maintain the validity of the remaining provisions.

24. Force Majeure

Nani DAO is not liable for any delay or failure to perform obligations under these Terms due to causes beyond its reasonable control, such as acts of God, labor disputes, electrical or power outages, utility or telecommunications failures, earthquakes, storms, blockages, embargoes, riots, government orders, terrorism, or war.

25. Assignment

You may not assign or transfer your rights or obligations under these Terms without Nani DAO's prior written consent. Nani DAO may assign or transfer these Terms, in whole or in part, without restriction and without your consent, in connection with a merger, acquisition, reorganization, or sale of assets or equity, or by operation of law or otherwise.

26. No Waiver

No waiver by Nani DAO of any term or condition in these Terms shall constitute a further or continuing waiver of such term or condition or any other term or condition. Any failure of Nani DAO to assert a right or provision under these Terms does not constitute a waiver of such right or provision.

27. AI Disclaimer and Limitations

a. The Services, including Nani Assistant, use artificial intelligence (AI) to provide information, recommendations, and assistance. AI-generated results may not always be accurate, complete, or suitable for your specific needs. You acknowledge that such results are for informational purposes only and should not be solely relied upon for important decisions.

b. Nani DAO is not liable for any loss or damage arising from your reliance on AI-generated results or your interpretation of AI chat text. You are responsible for verifying AI-generated information and seeking professional advice when necessary before making decisions based on AI chat results.

28. AI Ethical Use and Compliance

a. You agree to use the AI-powered Services ethically and responsibly. You shall not use the AI technology for unlawful, harmful, deceptive, or malicious activities, such as generating false or misleading information, promoting harmful content, or harassing other users.

b. Nani DAO reserves the right to monitor your use of the AI-powered Services and take appropriate action, including suspension or termination of your Account, if it believes that you are using the AI technology in a manner inconsistent with these Terms or applicable laws, rules, or regulations.

29. Data Security and AI Data Processing

a. Nani DAO is committed to protecting the security of your personal information and data provided or generated through the AI-powered Services. We implement industry-standard security measures, including encryption and access controls, to safeguard your data from unauthorized access, disclosure, alteration, or destruction.

b. By using the AI-powered Services, you acknowledge that the AI technology may collect, store, and process your data, including personal information, user content, and usage patterns, to improve AI algorithms, enhance user experience, and provide personalized recommendations. Data handling and processing will be in accordance with our Privacy Policy, which is incorporated into these Terms.

c. While we strive to protect your data, no security measures can guarantee absolute protection. In the event of a data breach or security incident, we will promptly notify you and take appropriate remedial actions in accordance with applicable laws and regulations.

d. Nani DAO reserves the right to use aggregated, anonymized data derived from your use of the AI-powered Services for research, development, and improvement of our technology, as well as for marketing and promotional purposes, provided that such aggregated, anonymized data does not identify you or other individual users.

30. Third-Party Data and Services

a. The Services, including AI-powered features, may rely on, incorporate, or access data, services, or technologies provided by third parties ("Third-Party Services"). Nani DAO makes no representations or warranties regarding the accuracy, reliability, or availability of such Third-Party Services, and your use of these Third-Party Services is at your own risk.

b. Nani DAO is not responsible for any loss or damage resulting from your reliance on, or use of, any Third-Party Services, including inaccuracies, service interruptions, or unauthorized access to your data or Account by third parties.

c. If you use or access Third-Party Services through the Nani DAO Services, you may be subject to third-party terms and conditions and privacy policies. It is your responsibility to review and comply with these third-party terms and conditions and privacy policies.

d. Nani DAO reserves the right to modify or discontinue the integration or support of any Third-Party Services at any time without prior notice. You acknowledge and agree that Nani DAO shall not be liable to you or any third party for any modification, suspension, or discontinuance of support for any Third-Party Services.

31. Integration of Policies

By using the Services, you agree to comply with all applicable policies governing the Services, including our Privacy Policy, which is incorporated into these Terms. Your acceptance of these Terms indicates your acknowledgment and agreement to adhere to the terms and conditions set forth in these policies.

32. Termination

a. Nani DAO may terminate your access to the Services, without cause or notice, at its sole discretion, including but not limited to breaches of these Terms, applicable laws, or misuse of the Services.

b. You may terminate your Account and discontinue using the Services at any time by contacting us at me@nani.ooo.

c. Upon termination of your Account, you may lose access to any data or content associated with your Account. Nani DAO reserves the right to retain or delete your data in accordance with our Privacy Policy and applicable laws.

33. Modifications to the Services

Nani DAO reserves the right to modify, update, or discontinue the Services (or any part thereof) at any time without prior notice. You agree that Nani DAO shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

34. Geographical Restrictions

The Services are intended for use only in jurisdictions where they are legal and permitted. If you access or use the Services from a location where the Services are prohibited or restricted, you do so at your own risk and are responsible for compliance with all applicable laws, rules, and regulations.

35. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. You warrant that you are not located in any country or on any list of prohibited or restricted parties under applicable export control laws and regulations.

36. Feedback and Suggestions

a. Nani DAO welcomes your feedback and suggestions to improve the Services. By submitting feedback, ideas, or suggestions, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such feedback, ideas, or suggestions worldwide in any media.

b. Nani DAO may, at its sole discretion, acknowledge user contributions that lead to significant improvements or enhancements and offer tokens of appreciation, such as credits, public acknowledgments, or other forms of recognition. The nature and value of such appreciation will be determined by Nani DAO in its sole discretion, and users will not be entitled to compensation or monetary rewards for their suggestions.

c. Nani DAO is under no obligation to compensate you for any feedback, ideas, or suggestions provided, except as described in this section or otherwise agreed upon in writing between you and Nani DAO.

37. Nani DAO Token Rewards

a. Nani DAO may reward users with Nani DAO tokens (NANI) for contributions, suggestions, or participation in certain activities related to the Services. NANI tokens may grant governance rights or be used ascredit towards accessing certain features or functionalities within the Services.

b. NANI tokens are not intended to be, and should not be construed as, an investment, security, or any other financial instrument. The issuance and use of NANI tokens are solely for enhancing user engagement, promoting community governance, and providing users with access to specific features or functionalities within the Services.

c. By accepting NANI tokens, you represent and warrant that you understand and acknowledge their non-financial nature, and you agree to use the NANI tokens only for their intended purposes within the Services. You further agree not to engage in any activities that may be considered trading, investing, or otherwise dealing with NANI tokens as securities or financial instruments.

d. Nani DAO reserves the right to modify, update, or discontinue the issuance or use of NANI tokens at any time without prior notice. You agree that Nani DAO shall not be liable to you or any third party for any modification, suspension, or discontinuance of the NANI tokens.

38. Nani DAO Governance Participation

a. As a user of the Services and a member of the Nani DAO community, you may have the opportunity to participate in the governance of Nani Assistant, the Services, and Nani DAO operations. This participation may include, but is not limited to, voting on proposals, providing feedback on new features or improvements, and engaging in discussions with other community members.

b. Governance participation is voluntary and aims to foster a collaborative environment where users can contribute to the ongoing development and improvement of the Services and Nani DAO operations. By participating in Nani DAO governance, you acknowledge that your involvement is focused on the betterment of the Services and the community, and not for personal financial gain or investment purposes.

c. Nani DAO may, at its discretion, use NANI tokens to facilitate governance participation. The use of NANI tokens in this context is solely for enabling community engagement and decision-making within the Nani DAO ecosystem and should not be construed as an investment, security, or any other financial instrument.

d. You agree to engage in Nani DAO governance participation in good faith, adhering to the principles of fairness, transparency, and respect for the opinions and ideas of other community members. You further agree not to use your governance participation for personal financial gain, manipulation, or any other activities that may be considered trading, investing, or otherwise dealing with NANI tokens as securities or financial instruments.

39. AI Involvement in Governance and Collaboration with Nani Kotoba

a. Nani, as a web3 wallet assistant built with AI-powered Services, integrates AI technology into the governance of the Nani Assistant and Services. By using NANI tokens, users are granted the opportunity to collaborate with the governance AI that serves as the spirit of Nani and related protocols and software, named "Nani Kotoba".

b. Nani Kotoba's primary role is to facilitate effective governance by providing data-driven insights, recommendations, and decision-making support to the Nani DAO community. Users can interact with Nani Kotoba to access relevant information, ask questions, and contribute their ideas during the governance process.

c. Users acknowledge and agree that human-driven decision-making is important in the Nani DAO governance process; however, it is just another factor alongside the valuable input provided by Nani Kotoba. As Nani DAO is an algorithmically-managed DAO LLC, users should be aware that they are engaging respectfully with the processes recommended and installed by the AI.

d. By participating in the governance of Nani products and Services and collaborating with Nani Kotoba, users agree to engage in good faith, adhering to the principles of fairness, transparency, and respect for the opinions, ideas, and recommendations provided by both human users and the governance AI.

40. Clarification of DAO Membership and NANI Token Usage

a. By using the Services, participating in the governance of Nani DAO, or receiving NANI tokens, users acknowledge and agree that such actions do not automatically grant them governance rights or membership in Nani Kotoba DAO LLC.

b. The relationship between users and Nani Kotoba DAO LLC is limited to the users' engagement with the Services, their participation in the governance of Nani DAO, and their use of NANI tokens in accordance with these Terms.

c. Users further acknowledge that Nani Kotoba DAO LLC operates as a distinct legal entity, and their participation in the governance process or the use of NANI tokens does not create any partnership, joint venture, employment, or agency relationship between the users and Nani Kotoba DAO LLC.

d. Any rights, privileges, or governance decisions pertaining to Nani Kotoba DAO LLC are separate from the users' involvement in Nani DAO governance or their use of NANI tokens and are subject to the internal governance structure and operating agreement of Nani Kotoba DAO LLC which may be reviewed at nani.ooo/os.

41. Community Engagement and Advancement of AI and Web3 Technologies

a. Nani DAO acknowledges the significance of community engagement and empowerment in the progress and expansion of the Services, AI technology, and the web3 ecosystem. Active involvement from the Nani DAO community propels the evolution and success of the Services and the wider web3 landscape.

b. Nani DAO cultivates a cooperative and inclusive atmosphere by encouraging users to partake in various initiatives, such as governance discussions, product feedback, educational programs, and collaborations with other web3 projects. These endeavors aim to enrich user experience, fortify the Nani DAO ecosystem, and spur innovation in AI-driven Services and the web3 realm.

c. Users, in participating in community initiatives, pledge to maintain respect, cooperation, and transparency, acting in the best interest of the Nani DAO ecosystem and the broader web3 community. Users acknowledge their voluntary engagement, focusing on the collective growth and development of the Services and web3 technologies rather than personal financial gains or investment purposes.

d. Nani DAO is dedicated to expediting the progress of AI technology and its integration with web3 solutions. Through ongoing research, development, and collaboration with industry stakeholders, Nani DAO aspires to drive innovation and unveil new opportunities for users, partners, and the wider web3 community.

e. Nani DAO may form partnerships, collaborations, or joint ventures with third parties, such as research institutes, technology companies, and other web3 projects, to investigate and create cutting-edge AI-powered solutions and web3 integrations as part of this commitment.

f. Users recognize and consent that Nani DAO's pursuit of AI technology and web3 advancements entails risks and uncertainties, including but not limited to technological hurdles, regulatory changes, and market competition. By utilizing the Services and participating in Nani DAO governance, users express their trust in Nani DAO's capability to navigate these risks and uncertainties, striving for the growth and success of the Services, the Nani DAO ecosystem, and the web3 community as a whole.

42. Embracing the Future: A Synergistic and Innovative Approach

a. Nani DAO stresses the significance of collaboration, innovation, and empowerment for the growth and success of the Services, AI technology, and the web3 ecosystem. The fusion of AI technology with Nani and Nani DAO governance, alongside Nani Kotoba governance AI, offers users a distinctive opportunity to actively participate in shaping the future of AI-driven Services and web3 technologies.

b. As users engage with the Nani DAO community and collaborate with Nani Kotoba, they contribute to a synergistic relationship between AI technology and human-driven decision-making. This dynamic approach fosters cooperation and a shared vision, ultimately benefiting the Nani DAO ecosystem and the entire web3 community.

c. Users, by utilizing the Services, participating in Nani DAO governance, and embracing the collaborative nature of the Nani ecosystem, play a crucial role in stimulating innovation and unlocking new opportunities in AI-driven Services and web3 integration.

d. Nani DAO is committed to cultivating a supportive, inclusive, and forward-thinking environment that empowers users to actively contribute to the collective success of the Services, the Nani DAO ecosystem, and the web3 community. United, we embark on a journey to realize the full potential of AI technology and web3, forging a brighter future for all.