Neopin Client Agreement

Last modified: 15 February 2024
This Client Agreement (“Agreement”) establishes the terms and conditions upon which H Lab Limited (“Neopin”) will grant access to and rights to use Neopin services in relation to blockchain-based decentralized application.



0. Introduction

About NEOPIN

  • NEOPIN is authorised and regulated by the Abu Dhabi Global Market Financial Services Regulatory Authority as an Authorised Person operating a blockchain-based decentralised application where users directly transact with blockchain networks.
  • A registered address of H Lab Limited is Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.
  • Ultimate parent holding company of H Lab Limited is Neowiz Holdings whose registered address is 14, Daewangpangyo-ro 645beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea.

1. Client Agreement

This client agreement (hereinafter referred to as “Agreement”) is entered into between you (“User”, “you”, or “your”) and H Lab Limited. (“Neopin”, “we”, “us”, or “our”). By accessing, downloading or using our website at http://neopin.io, mobile app (available on iOS and Android) (our website and mobile app hereinafter collectively referred to as the "Platforms"), or any of our Services (as defined below), or by registering for a Neopin account (“Account”), you agree that you have read, understood and accepted all of the terms and conditions stipulated in this Agreement, as well as our Privacy Policy at [link]. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

As used in this Agreement, “digital assets” means Neopin token (NPT), Ethereum (ETH), Klaytn token (KLAY), Tron token (TRX) or any other digital asset, cryptocurrency, virtual currency, or token that are available to transact in using the Services. As more specifically described below, the services we provide via our Platforms include Crypto Finance, NFT (Non-Fungible Tokens), P2E (Play to Earn) and S2E (Service to Earn) services (hereinafter collectively referred to as the "Services")

Please read the Agreement carefully as they govern your use of Neopin’s Services. By accessing, using or attempting to use our Services in any capacity, you acknowledge that you accept and agree to be bound by this Agreement. If you do not agree to this Agreement, please do not access Neopin or utilise the Services. We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Services.


2. Neopin Account Registration and Service Requirements

a. Registration

A person intending to use the Services must first apply to register for an Account with Neopin by filling out the necessary information, providing the relevant supporting documents and consenting to these Terms of Service, the Privacy Policy, any other Neopin rules. You agree to provide current, complete and accurate information when opening an Account and agree to update on a timely basis any information you provide to us to maintain the integrity and accuracy of the information. Only one Account may be registered to one user at any one time and Neopin may refuse, in its discretion, to open an Account for you.

b. Eligibility

you represent and warrant that: (i) as an individual, you are at least 18 years of age or are of legal age to form a binding contract under applicable laws, whichever is higher; (ii) as an individual, legal person, or other organisation, you have full legal capacity and sufficient authorisation to enter into any transactions with us; (iii) you have not been previously suspended or removed from using the Services; (iv) you are not located in, or a national or resident of, a country whose laws prohibit the use of the Services; (v) if you act as an employee or agent of a legal entity, and enter into this Agreement on its behalf, you have all the necessary rights and authorisations to bind such legal entity; (vi) your use of the Services will not violate any and all laws and regulations applicable to you, including, but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing; and (vii) you meet all eligibility requirements for the Services at the time of using any of the Services.

Notwithstanding the foregoing, Neopin may determine not to make the Services, in whole or in part, available in certain jurisdictions or regions or to certain users. Neopin reserves the right to change, modify or impose additional restrictions at its sole discretion at any time.

c. Identity Verification

You also agree to provide us, upon and on an ongoing basis, with any additional information we request for the purposes of identity verification, know-your client checks, and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorise us to make any inquiries, directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

d. Account suspension and closure

Neopin may, in its sole and absolute discretion, without liability to you or any third party, and with or without prior notice, refuse to accept your application for an Account, suspend your Account, freeze or lock the digital assets or funds in your Account or terminate your Account or your use of one or more Services. Such actions may be taken as a result of a number of factors, including without limitation:

  • the information that you have provided is untruthful, inaccurate, outdated or incomplete;
  • you fail to respond to requests for further information in order for us to verify your identity;
  • you submit an application to register for an Account using the name, personal data or details of a third party other than yourself;
  • you fail to satisfy the registration qualifications or requirements set out in this Agreement or any other terms and requirements that may be communicated from time to time;
  • we detect unusual or fraudulent activities in your Account;
  • we detect unauthorised access to your Account;
  • your Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
  • we are required to do so by a court order or a direction given by a regulatory/government authority;
  • we suspect that your Account is in violation of this Agreement, our Privacy Policy, or any applicable laws and regulations;
  • when this Agreement are amended, you state your unwillingness to accept the amended terms by applying for a cancellation of your Account or by other means; or
  • we determine that it is necessary to refuse to provide the Services to you.

You may terminate your arrangements with us at any time by closing your Account. In order to do so, you should follow the relevant cancellation procedures set out on the Platforms or contact us for assistance in closing your Account. You may not close an Account if we determine, in our sole discretion, that such closure is being performed in an effort to evade a legal or regulatory investigation or to avoid paying any amounts otherwise due to us.

Upon permanent deletion of your Account, you will no longer be able to access or sign in to the Services, and all your data in relation to the Services will be destroyed and will not be recoverable, save for certain blockchain-related data that is unable to be destroyed due to its technical features. Notwithstanding the foregoing, Neopin reserves the right to retain and use certain transaction data or other information relating to your Account, subject to applicable law and regulations.

We require you to store your recovery phrase or private key of your wallets with any remaining balance of digital assets prior to request to permanently delete your Account. We reserve the right to restrict or refuse to permit withdrawals from your Account if: (i) your Account has otherwise been suspended or closed by us in accordance with this Agreement; (ii) to do so would be prohibited by law or court order, or we have determined that the digital assets in your Account were obtained fraudulently; or (iii) you have not completed the required identity verification procedures. Upon closure or suspension of your Account, you authorize Neopin to cancel or suspend pending transactions.

In the event that you or Neopin terminates any arrangement with us or your access to the Services, or deactivates or closes your Account, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due in connection with such activities.


3. General Duties and Restrictions of Users

In connection with your use of the Services, you agree and undertake to comply with the following provisions:

  • all activities you carry out will comply with the requirements of all applicable laws and regulations, these Agreement, and various guidelines of Neopin;
  • your use of the Services will not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using the Services;
  • all personal data or information provided by you to us will be kept up-to-date and you will promptly notify us in the event of any changes;
  • you will not provide false, inaccurate, incomplete or misleading data or information to us;
  • you agree to keep all of your Account credentials (including Account password and Wallet key) strictly confidential, and to refrain from disclosing to or allowing any third party the use of such information. You agree that you are solely responsible for any loss or damage resulting from or in connection with the unauthorised use, disclosure, leak or misappropriation of your login credentials;
  • you will not engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
  • you will not to use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless if such activities are prohibited by law);
  • without the prior written consent from Neopin, you will not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or any information (including computer codes) posted or shared by Neopin, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the assets or properties or any part of the assets or properties, or create their derivative works or otherwise take advantage of any part of the assets or properties owned by or under the control of Neopin;
  • you will not infringe upon Neopin’s or any third party's copyright, patent, trademark, or intellectual property rights;
  • you will not distribute unsolicited or unauthorised advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
  • you will not use a web crawler or similar technique to access the Services or to extract data;
  • you will not reverse engineer or disassemble any aspect of the Platforms or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
  • you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
  • you will not transmit or upload any material to the Platforms that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  • you will not otherwise attempt to gain unauthorized access to or use of the Platforms, other Users’ Accounts, computer systems, or networks connected to the Platforms, through password mining or any other means
  • you will not engage in any behaviour which is unlawful, violates this Agreement, or is otherwise deemed unacceptable by Neopin in its sole discretion.; and you will always use the latest version of the NEOPIN service available from official distributors such as Google Play or App Store.

By accessing the Services, you agree that Neopin has the right to investigate any violation of this Agreement, unilaterally determine whether you have violated this Agreement, and take actions under relevant regulations or such actions as we deem fit without your consent or prior notice.


4. Licensing

Provided that you constantly comply with the express terms and conditions stated in this Agreement, Neopin grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable licence, to access and use the Services solely for your personal/internal purposes or any other approved purposes as determined by Neopin. You are prohibited from using the Services for resale or commercial purposes, including transactions on behalf of other persons or entities. Any other use of the Services is expressly prohibited and constitutes a material violation of this Agreement. The content layout, format, function and access rights regarding the Services is to be stipulated in the discretion of Neopin. Neopin and its licensors reserve all rights not expressly granted in this Agreement and you agree that this Agreement do not grant you any rights in, or licences to, the Services except for the limited licence set forth above. transfer of ownership; under this license, you may not:

You hereby agree that when you use the Services, Neopin does not transfer the Services or the ownership or intellectual property rights of any Neopin intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or the Platforms or provided through the Services or the Platforms, are exclusively owned, controlled and/or licensed by Neopin or its licensors or affiliates.

You agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Platforms, in whole or in part. All logos related to the Services are either trademarks or registered marks of Neopin and you agree not to copy, imitate or use such logos without the prior written consent of Neopin. If you violate any portion of this Agreement, your permission to access and use the Services may be terminated pursuant to this Agreement. All right, title, and interest in and to the Platforms, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of Neopin and its licensors.

Neopin owns any comments, feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Neopin or the Services that you provide through email, our Platforms, the Services, or otherwise. You hereby transfer all rights, ownership and interests in and to the Feedback and all related intellectual property rights to Neopin. You hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.

The licence granted under this section will automatically terminate if we suspend or terminate your access to the Services. In such case, you agree and undertake to destroy any material (electronic, printed or otherwise) that you had previously downloaded, own or have control over, in connection with your use of our Platforms or Services.


5. Neopin Services

a. Overview

The Neopin Services are based on a blockchain-based decentralized application (DApp) developed by Neopin, in a form of mobile application (iOS and Android) and website(www.neopin.io). As a User of Neopin Service, you can communicate directly with a decentralized protocol via your Wallets as well as use the exchange and liquidity provision features for multiple digital assets. By using Neopin Services, you acknowledge and agree that:

  • understanding digital assets require advanced technical knowledge and that you have all the necessary knowledge to handle digital data and blockchain-based systems, as well as fully understand the framework;
  • trading in digital assets can be extremely risky and volatile and digital assets may have unique features that make them more or less likely to fluctuate in value. Accordingly, you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction involving digital assets or the digital assets themselves, and agree to independently assume all the risks arising from such activities;
  • Although Neopin strives to provide accurate information in real time to the extent possible, the expected ROI may be different from the actual ROI due to various factors, including, but not limited to, price fluctuations of distributed tokens, changes in liquidity pool size, and transaction delays.
  • Neopin does not own or control the underlying software protocols governing the operation of your digital assets such as blockchain networks for your digital assets. We assume no responsibility for the operation of those underlying protocols and we are not able to guarantee their functionality, security, or availability.
  • blockchain networks may go offline as a result of bugs, forks, or other unforeseeable reasons. Unstable connection or network environment, connection from a place using company/public IP, and excessive requests for remote procedure calls (RPCs) may adversely affect or limit your access to the Services. Accordingly, Neopin will not be liable for any damage or losses suffered by you as a result of any of the foregoing; and
  • Neopin shall evaluate its impact and publish notification and advice in accordance with any critical updates or changes that could affect Neopin Services.
  • Before accessing or using the Services, you have read, understood and agreed to all the Neopin guidelines and rules as set out in this Agreement or otherwise, and you are deemed to have read, understood and agreed to them by continuing to access or use the Services.

Other risks associated with the exchange or deposit of digital assets using the Services include, but are not limited to the following:

  1. all assets that can be accessed using the Neopin Services include tokens, cryptocurrencies, or other digital assets that are self-enrolled without individual screening, and Neopin makes no representation or warranty that such assets are safe contents. You are responsible for verifying all associated information prior to the execution of such asset-related transactions;
  2. when exchanging digital assets, the digital asset price applied to the User may fluctuate significantly depending on the size of the liquidity pool, quantity (ratio) of digital assets currently ‘waiting’ in the liquidity pool, and changes in the real-time deposit/withdrawal of the liquidity pool;
  3. digital assets may be deposited to or withdrawn from the liquidity pool at prices and ratios not expected by you due to price fluctuations. In the event that the prices significantly fluctuate compared to the prices quoted at the time of deposit, you may experience greater losses than if you had held the digital assets and not deposited such digital assets into the liquidity pool; and
  4. all prices and figures quoted or displayed on the Platforms or within the Neopin Services are expected information, and they involve risks and uncertainties beyond the control of Neopin. We do not make any representations or warranties that such information is timely, secure, appropriate, or accurate.
b. Neopin wallet

When depositing to or withdrawing assets from Neopin, you are solely responsible for ensuring that you enter the correct type and address of the digital assets prior to the transaction. If you deposit a digital asset not supported by Neopin or enter an incorrect address, the transaction will not be properly processed, and your digital asset may be lost forever. You assume all liability for any losses incurred as a result of any of the foregoing and Neopin is not responsible for any losses or for taking any actions to attempt to recover such digital assets. Neopin makes no representations or warranties regarding the amount of time that may be required to complete the transfer of your digital assets from a third party wallet or other source and have such digital assets become available in your Account.

You acknowledge that you have read and understood the following provisions before executing a deposit or withdrawal using the Services:

  • you must hold the digital assets in your Neopin Wallet before placing a request to carry out a deposit, withdrawal or transfer and have sufficient amount of cryptocurrency (ETH, KLAY, TRX, etc.) that can be used and is accepted as transaction fees on each blockchain (Do note that a transaction using NPT will not incur transaction fees). The failure to abide by the foregoing may result in the transaction being restricted;
  • the digital assets that you can deposit using the Neopin Services are cryptocurrencies and tokens supported by each blockchain wallet, and accordingly you can hold digital assets by each blockchain;
  • when transferring digital assets (NPT, ETH, KLAY, TRX, etc.) that can be deposited to and withdrawn from the Neopin Wallet directly, you must enter the accurate address, memo, or destination tag assigned to each wallet. In the event an incorrect address, memo, or destination tag is entered, your digital assets may be lost forever;
  • Neopin offers a decentralized service that does not adopt centralized management of a private key for your digital assets. It is built and structured such that it is impossible for Neopin to recover digital assets and provide technical support in the event of any failure on your part, including the entering of an incorrect wallet address when executing a deposit or withdrawal. Our service is designed such that no one — not even the Neopin Team — has access to the incorrectly deposited digital assets. Therefore, we are not responsible for taking any actions to attempt to recover the digital assets, and our response or recovery efforts following such incorrect deposits may not be the same as that of other centralized exchanges (such as Upbit, Bithumb, Korbit, etc.) due to differences in the algorithms used;
  • we are striving to prevent and address incorrect deposits made by Users — for example, through the use of a reminder window to remind Users to verity the deposit address again prior to submission — and we will continue to find appropriate measures for ensuring secure and safe transactions;
  • we recommend verifying the deposit process by first transferring a small amount of digital assets and ensuring the deposit is successful before transferring the entire remaining digital assets in order to prevent or minimise the loss suffered from carrying out incorrect deposits; and
  • when you elect to transfer digital assets from your Account to a third party wallet or other location, it is always possible the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting the third party platform. In such cases, you should contact the third party service provider.
c. Neopin Decentralized Finance (DeFi)
  • provide and remove liquidity by depositing or withdrawing your assets at a liquidity pool
  • stake, liquid stake and unstake by delegating your assets to smart contract via Neopin
  • exchange your assets to others in same or different networks by Neopin Swap or Bridge

In doing so, you acknowledge and agree that you are aware and you understand all possible risks and assume sole responsibility for any loss or damages arising or in connection with the activities, including, but not limited to, those listed above that you have engaged in at your own reasonable judgment.

  • Assets
    Neopin offers a decentralized service wherein no specific entity is authorized to execute the protocol, through which Users can transfer cryptocurrencies or tokens supported by Neopin Wallet without individual screening or control. All transactions executed using the Neopin Services or on our Platforms should be made at your own discretion and you are solely responsible for such actions that you take. You should carefully consider and confirm the benefits and risks arising from the foregoing transactions, including understanding the detailed information about the product and cryptocurrency you intend to interact with, before engaging in any activities.
  • Price for Liquidity Provision

    In Neopin Swap, the price of each token is determined based on the exchange ratio in the pool where the token pair is deposited. Since each automated pool adjusts its price to maintain homeostasis according to the x*y=k formula, the price displayed on Neopin Swap may be different from that of other exchanges. Neopin does not make any representations or warranties that such price is fair or consistent with the market price. Please refer to https://academy.binance.com/en/articles/what-is-an-automated-market-maker-amm for more information.

    The price of each token when you deposit, withdraw, or swap your digital assets is determined by the pricing system stated above (exchange ratio of token pairs) and is not directly proportional to the quantity of tokens swapped. Due to the real-time participation of various Users, the price displayed on Neopin Swap immediately prior to the transaction may likely be altered at the time of transaction as the exchange ratio fluctuates in a short amount of time. In other words, the displayed price may be different from the actual transaction price (transactions, deposits, or withdrawals in token pairs).

    Neopin Swap Protocol has safeguards in place so that a request is available only within a certain range of the exchange ratio to be applied to a User in order to minimize the loss that may occur due to the exchange ratio fluctuating significantly at the time of the swap. However, you must confirm the exchange ratio to be applied to your transaction prior to any deposit, withdrawal, or swap.

  • Products (Liquidity Pool / Stake / Liquid Stake)

    All returns displayed on the Neopin Services user interface (UI) and/or our Platforms, including, but not limited to, Annual Percentage Return, Airdrop Rate, Transaction Fee return on investment (ROI), and Staking ROI, are expected estimates obtained by converting the distributed rewards on an annual basis, including uncertainties affected by various factors. Please note that they are not fixed or guaranteed interest rates.

    The APR of each liquidity pool and staking (including liquid stake) service is updated daily according to the NPT mining rate and block proposal period of the asset’s blockchain networks at 12:00 AM (GMT), respectively.

    Users can acquire rewards from providing liquidity on the Platform. Do note that whether your participation on the Platform leads to finance returns may depend on market factors and alternative uses of the NPT. (due to such characteristics, such loss is called a “non-permanent loss”). Please refer to https://academy.binance.com/en/articles/impermanent-loss-explained for more information on non-permanent loss. As such, the actual loss suffered may be less than expected if the price recovers to that at the time of deposit before withdrawal. The total revenue should be estimated by considering both NPT and transaction fee distributions.

  • Bridge

    Neopin Bridge uses a wrapping and unwrapping method where the token or coin in the original network is locked in the smart contracts and corresponding token is minted. The amount of bridged token in a destination network is based on the amount of token locked from the original network after applicable fees are applied.

  • Limitation

    Neopin Services are configured for best operation with Neopin wallet. Connecting blockchain wallets other than Neopin wallet to use Services and Platforms may result in limited functionality.

d. Updates
  • Neopin may from time to time deploy or provide patches, updates, upgrades, contents, or other modifications (hereinafter collectively referred to as “Updates”) to the Services, which may lead to a temporary suspension of Users’ access to the Services and/or our Platforms.
  • In the event the deployment of Updates takes a longer period of time than anticipated, we may suspend, withdraw, or disable the Services for such periods of time as necessary to complete the deployment of Updates.
  • In the event of a suspension of Services due to the reasons set out in paragraph (i) or (ii) above, Users will be notified by email or pop-up message on our Platforms.
  • Prior notice or announcement of the suspension of Services in this section may be omitted under circumstances beyond the control or expectation of Neopin, but we use reasonable efforts to restore the Services as soon as possible.
  • You acknowledge that there are risks associated with the suspension of access or use of the Services and/or our Platforms for the reasons set out in this section, including, but not limited to the failure of hardware, software and Internet connections. You acknowledge and agree that Neopin will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience in such cases, however caused.

6. Fees

Service fees in applicable products such as Swap, Bridge and Stake will be charged and stored in the Neopin treasury wallet unless specified.
  • You agree to pay all fees applicable to your access to and use of the Services, including but not limited to transaction fees, swap fees and any other applicable fees. Details of fees and the basis upon which Neopin will impose those fees are set out on the Services or on this Agreement.
  • Transaction fees, also referred as “gas fees”, that are imposed on the Services are not charged by Neopin but the blockchain network itself as you are interacting with smart contracts, and thus, Neopin does not take any portion of this fee.
  • Chain fees will be charged to use Neopin’s Bridge product, and this is a transaction fee that is required for us to transfer the equivalent amount of tokens on the blockchain network that you requested to bridge to. Chain fees are deducted from the total amount requested.
    1. When you swap, the service fee will be charged and deducted from the total amount requested to swap. Some of the fees are distributed to the users as a reward of the Swap Pool while the rest are stored in the Neopin treasury wallet.
    2. For the bridge products, the convert fee will be charged and deducted from the total amount requested to bridge.
    3. Operational fees are charged on Stake and Liquid Stake services in Neopin, and rewards after operational fees applied are set out in the products.
    4. Fees may be imposed on the reward claim on any events hosted in Neopin.
  • You will be given a notice of any proposed changes to the applicable fees, costs and charges via an alert, announcement, updates on the Agreement or the Services, or any public channel.

7. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE NEOPIN SERVICES, THE CONTENT OR INFORMATION ON OUR PLATFORMS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NEOPIN ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEOPIN EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, NEOPIN DOES NOT REPRESENT OR WARRANT THAT OUR PLATFORMS, SERVICES OR MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR ACHIEVE YOUR INTENDED RESULTS. NEOPIN DOES NOT GUARANTEE THAT ANY TRANSACTION WILL BE SUCCESSFULLY EXECUTED, ACCEPTED OR RECORDED. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT NEOPIN WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS DATA; (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA; (C) INTERRUPTION IN ANY SUCH DATA OR THE SERVICES; (D) REGULAR OR UNSCHEDULED UPDATES OR MAINTENANCE CARRIED OUT BY NEOPIN AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH UPDATES OR MAINTENANCE; (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THIS AGREEMENT; (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS UNAUTHORIZED BY NEOPIN; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY NEOPIN.

YOU FURTHER ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.


8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEOPIN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NEOPIN AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF NEOPIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF NEOPIN’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF NEOPIN, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF NEOPIN AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE AMOUNT PAID BY YOU TO NEOPIN FOR THE SERVICES IN THE [TWELVE-MONTH] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

Without prejudice to the foregoing, you acknowledge and agree to the following provisions:

  1. Neopin Services is provided in the form of an application that allows Users to carry out various activities using their digital assets, by establishing direct communication between Wallets and the decentralized protocol, wherein Neopin neither controls the User’s personal assets or each liquidity pool where the assets are deposited. Neopin makes no representations or warranties regarding the integrity or reliability of each transaction made using the Services. You represent and warrant that you have carefully evaluated and considered the various factors, including, but not limited to, the profit you can gain from each transaction and the risk of loss due to changes in price or exchange ratio, before carrying out a transaction.
  2. Any and all contents and information provided by Neopin Service, including, but not limited to, expected ROI and current token price, are materials provided to help Users make decentralized transactions, such as liquidity provision, withdrawal and swapping, and should in no way be interpreted or construed as a form of solicitation, advice or suggestion on investment or trading. While we make reasonable efforts to provide timely and accurate information to the extent possible, we do not make any representations or warranties that such information is timely, secure, appropriate, or accurate.
  3. Neopin is not liable for any losses or damages caused by risks inherent in the transaction, or for your failure in not obtaining your expected profit on Neopin Swap.
  4. Neopin disclaims any guarantees that the functions or services used in Neopin Swap will be maintained. Features provided by Neopin may be supplemented or permanently removed at any time, with or without prior notice. Neopin Services may also be suspended or altered (and in cases where Users may be affected by permanent removal or suspension, we will notify and inform such Users on subsequent steps to take within a reasonable period in advance).
  5. Neopin is not responsible for third-party services, including blockchain platforms used by the Neopin Protocol.
  6. The Neopin Protocol is designed such that a decentralized consensus algorithm is achieved by its development and update. Developers and any entities involved in the Neopin Protocol make no representations or warranties, directly or indirectly, with regard to any protocols, codes, and services, to the extent permitted by applicable laws and regulations.
  7. Neopin Service is an application designed to ensure direct interaction with a blockchain through automated smart contract codes to provide secure and transparent financial opportunities. However, Neopin does not guarantee the integrity of the codes due to the software complexity and inherent limitations of technology.
  8. The smart contract codes used in Neopin Services may have undetected flaws. You may experience risk of digital asset theft by hacking or flash loan attacks exploiting these vulnerabilities. Neopin cannot prevent or mitigate such attacks and has no obligation to engage in activity in relation to such attacks. You agree not to hold Neopin accountable for any related losses.
  9. The Neopin Team has completed a professional security audit through Certik, and they are making reasonable efforts to address security vulnerabilities and prevent security incidents. The smart contract security audit report may be accessed at https://www.certik.com/projects/neopin.
  10. Errors in figures displayed within the Services, temporary service connection failure, connection errors, and suspension may occur as a result of force majeure events, which may cause delays and request failures in a transaction process such as liquidity deposits, withdrawals, and swaps requested by a User.
  11. NEOPIN is not responsible for any losses resulting from the use of applications downloaded through unofficial channels or from not using the latest version of the official application available on Google Play or App Store.

9. Indemnification

You agree to indemnify and hold harmless Neopin, its affiliates, contractors, licensors and service providers, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to: (a) your use of, or conduct in connection with, the Services; (b) your breach or our enforcement of this Agreement; or (c) your violation of any applicable law, regulation, or rights of any third party during your use of the Services. If you are obligated to indemnify Neopin, its affiliates, contractors, licensors and service providers, and their respective directors, officers, employees or agents pursuant to this Agreement, Neopin will have the right, in its sole discretion, to control any action or proceeding and to determine whether Neopin wishes to settle, and if so, on what terms.

If you have a dispute with one or more Users or third parties, you release Neopin, its affiliates, contractors, licensors and service providers, and their respective directors, officers, employees or agents from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you have a dispute with anyone other than Neopin, you agree to release us from liability associated with that dispute.

10. Third Party Links and Applications

The Neopin Platforms may contain links to other third party applications, websites, events or other materials (hereinafter collectively referred to as “Third Party Content”) that are neither endorsed, edited, nor controlled by Neopin. Such Third Party Content is provided for your convenience and does not constitute an endorsement by Neopin of any such products or services. Neopin makes no representations or warranties with regard to the accuracy or appropriateness of the Third Party Content. You agree that you are solely responsible for accessing or using such Third Party Content and Neopin shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained in any Third Party Content.

If you grant express permission to a third party to connect to your Account or Neopin Services, either through the third party’s product or through Neopin, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this agreement. Further, you acknowledge and agree that you will not hold Neopin responsible for, and will indemnify Neopin from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant.

11. Force Majeure

Neopin shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, traffic flooding or transaction congestion on the blockchain, mechanical breakdown or data-processing failures, restrictions put in place by the laws or regulations of the country in which we operate in or where we are bound by other legal obligations.

12. Effect or Amendment of Agreement

We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date, without prior notice to you. We may notify you of the amendments via electronic methods including, but not limited to, electronic notices or pop-up messages on our Platforms. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such amendment or modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.

13. Assignment

You may not transfer or assign this Agreement or any rights or obligations you have under this Agreement without our prior written consent or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign or transfer this Agreement and the rights and obligations of this Agreement, to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this agreement by closing your account.

14. Survival

Upon termination of your Account or this agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

15. Termination

a. You may end this Agreement for any reason by permanently deleting your account in which you have to transfer all your remaining assets prior to the deletion of your account. Neopin does not store your assets and has no liability on any kind of loss caused by permanently deleting your account while there are any remaining properties.

b. We may end this Agreement immediately in the following circumstances:

  1. Your action is considered to be malicious on the Services including, but not limited to, dumping, price manipulation or any other actions that abuse the Services.
  2. we discover that any of the information that you have provided to us is materially false or misleading;
  3. we are required to do so to comply with any applicable regulations or legislation;
  4. (if a natural person) you die;
  5. there is threatening or abusive behaviour made towards our community, employees or any related third parties;
  6. you have been detected to be involved in money laundering, terrorist financing, fraud, or any other financial crime on Anti-Money Laundering(AML) screening or failed to be approved in Know Your Customer (KYC) due to your age, multiple accounts or any other reason that breach user registration rules specified in Clause 2 at any time of using the Service; or
  7. you have seriously or persistently breached this Agreement or we have reason to believe that you have used, or intend to use, the Service or your Account for fraudulent or other unlawful purposes;

c. In any other event, we will give you at least 90 days' notice of our intention to terminate this Agreement and permanently delete your Account.

d. Ending this Agreement will not affect your continuing liability to us in respect of any breach of this Agreement, fraudulent or negligent use of your Account.

e. Upon termination of your Account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

16. Jurisdiction and Governing Law

This Agreement is governed by and construed in accordance with the laws of the Abu Dhabi Global Market, and you agree to subject yourself to the exclusive jurisdiction of the courts of the Abu Dhabi Global Market for any disputes or litigation arising from or relating to this Agreement or Privacy Policy.

17. Unclaimed or Abandoned Property

If Neopin is holding digital assets in your Account, and we are unable to contact you and have no record of your use of the Services for a prolonged period of time, applicable law may require us to report these digital assets as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, we may be required to deliver any such digital assets to the applicable jurisdiction as unclaimed property. Neopin reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

18. Privacy Policy

We are committed to protecting your personal information and to helping you understand exactly how your personal information is being used. You should carefully read our Privacy Policy at [link], which provides details on how your personal information is collected, stored, protected, and used.

19. Entire Agreement

this Agreement, including Neopin’s policies governing the Services referenced herein and the Privacy Policy, constitute the entire agreement between the parties regarding use of the Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.

20. Independent Parties

You acknowledge and agree that: Neopin is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Neopin to be treated as partners, joint venturers, or otherwise as joint associates for profit, and nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, any fiduciary or advisory relationship between you and us to exist.

21. Not Financial Advice

While Neopin makes reasonable efforts to procure the same, it makes no representation or warranty, either express or implied, or accepts any responsibility or liability as to, the adequacy, reliability, completeness, accuracy or timeliness of any information, reports and opinions contained on the Platforms for any particular purpose, nor does Neopin endorse the trading or purchasing of any of the assets or services listed on the Platform. Where information on the Platform relates to any specific assets or services, they are not intended to be and do not constitute financial advice. Advice should be sought from a financial adviser regarding the suitability of any investments for you, before you make any commitment in relation to dealing with your assets.

22. Notice on Digital Assets

The digital assets available on the Platform are not [have not been assessed by Neopin], and are not intended to constitute and should not be construed as a capital markets product (including securities, equities, debentures, and/or units in a collective investment scheme or units in a business trust (or any similar category) as defined under the securities laws of any jurisdiction). [Neopin and the Platform have not been, and will not be, registered under the securities laws of any jurisdiction]. To the extent that any of the digital assets or services offered on the Platform may be regarded as capital markets products in any jurisdiction, they may not be offered or sold to, or for the account of benefit of, persons subject to such jurisdictions save for in accordance with the securities laws of such jurisdictions.

23. Severability

If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

24. Waiver

The failure of Neopin to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, nor shall it prevent any subsequent enforcement of such right or provision or be deemed a waiver of any subsequent breach. No waiver of any provision hereof shall be effective unless made in writing and signed by Neopin.

25. Third Party Rights

This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Neopin and the affiliates of Neopin, and any such third parties shall have no rights to enforce any provisions under this Agreement.

26. Conflict of Interest

a. Neopin maintains a Conflicts of Interest Policy. In accordance with that policy, we have in place arrangements to identify and manage conflicts of interest that arise between ourselves and User(s) and between our different Users.

  1. A Conflict of Interest exists where Neopin, any person who acts for it, or any of its associates who:
    1. is likely to make a financial gain, or avoid a financial loss, at the expense of a User;
    2. has an interest in the outcome of a service provided to a User or in the outcome of a transaction carried out on the Services for a User, which is distinct from that of the User;
    3. has a financial or other incentive to favor the interest of one User over the interests of another User;
    4. carries on the same business as the User; or
    5. receives or will receive from a third party an inducement in relation to a service provided to a User, in the form of monies, goods or services, other than the standard commission or fee for that service.
  2. A conflict can arise involving the Neopin, its employees or its Users. More specifically, a Conflict of Interest may arise between the following parties:
    1. the User and Neopin;
    2. two Users of Neopin;
    3. Neopin and its employee(s);
    4. a User and employee(s) of Neopin;
    5. different departments within Neopin
  3. In each case, Neopin must take steps to ensure so far as possible that such conflicts are identified and then prevented or managed in such a way that the interests of any User are not adversely affected.
  4. If a conflict or potential Conflict of Interest exists, Neopin will, where possible, manage that interest by:
    1. segregating control of responsibility between employees within Neopin
    2. setting out arrangements to restrict information flow between Neopin’s different business activities;
    3. written disclosure of the conflict in the Agreement or in relation to a specific transaction; the disclosure must include sufficient detail, taking into account the nature of the User, to enable that User to take an informed decision with respect to the service in the context of which the Conflict of Interest arises; or
    4. if none of the above is likely to be effective, by declining to act for one or more of the Users concerned.
  5. Employees of Neopin will have adequate training and access to additional training (where necessary) that forms an essential part of ensuring that risk is appropriately managed. Moreover, awareness of and adherence to applicable law are equally important.
  6. Consequently, Neopin maintains:
    1. access to training that is appropriate to the function and the role that is being carried out;
    2. internal audit regularly in accordance with the audit cycles;
    3. implementation of a Code of Ethics designed to promote good business practices;
    4. implementation of a Conflicts of Interests Policy; implement Information Barriers and segregation of duties;
    5. implement physical segregation and access.
  7. In the event of a material conflict of interest being identified, we will undertake to remove that conflict in as appropriate and timely manner as possible.
  8. If we are unable to remove the conflict, we will notify you of it and advise what options are available to take matters forward.

b. Your attention is drawn to the fact that if and when we deal on your behalf, we, or some other third party connected with us may have an interest, relationship or arrangement that is material in relation to the transaction or service concerned.

c. If a material conflict of interest is identified, we will undertake to remove that conflict in as appropriate and timely manner as possible.

d. If we are unable to remove the conflict, we will notify you of it and advise what options are available to take matters forward.

e. In order to mitigate the risks associated arising from potential conflicts, Neopin has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.

27. Complaints

Complaints about our Services will be dealt with in accordance with our internal complaint handling and appeal procedure.

  1. You may at any time send us an email including details of your complaint to help@neopin.io.
  2. Your complaint will be reviewed by our compliance manager and will be addressed in accordance with relevant teams to resolve the suggested complaints. If we cannot resolve your complaint on the day of receipt, we will contact you promptly and in any event within 7 Business Days to acknowledge receipt of your complaint, and to provide you with the following further information:
    1. the contact details of the person who will be responsible for handling the complaint;
    2. the timelines in which Neopin will update you on the progress of handling the complaint;
    3. the procedures for referring the complaint to another third party, if we consider that another third party is entirely or partly responsible for the matter complained of that you will be advised in writing of the resolution of the complaint and with clear terms of redress, if applicable; and
    4. if you are not satisfied with the terms of redress offered by Neopin, you may raise an appeal, pursue any other avenues for the resolution of the complaint such as an external dispute resolution scheme, arbitration or referring the issue to the Abu Dhabi Global Market Courts. Neopin will provide you, on written request, contact details relevant to such potential avenues for the resolution of your complaint.
  3. If your complaints were not resolved satisfactorily and wish to raise an appeal to Neopin, please send an email to help@neopin.io, and appeal shall include:
    1. the decision that is appealed;
    2. a full description of the countervailing argument that weighs against the decision that is being appealed; and
    3. citations to the sources that support the argument of the appeal and a conclusion that states the result you desire.

28. Contact Information

For more information on Neopin, you may refer to our website at http://neopin.io. For support on your Account or if you have any questions regarding this Agreement, you may contact our customer support team at
support@neopin.io
As part of providing the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. If you wish to opt out from receiving such communications, which may affect your use of the Services or our Platforms, please contact our customer support team at
support@neopin.io