Terms of Service

Introduction

These Terms & Conditions (the “Terms”), together with the Agreement entered into with an authorized Nicky Reseller, Nicky's Privacy Policy, Acceptable Use Policy, and other applicable Policies (collectively “Nicky Policies”), describe your rights and responsibilities as they relate to the application and services provided by Nicky L.L.C. (the “Services”).

These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms and other Nicky Policies, and that you have the legal capacity to agree to them, by entering into an Agreement with Nicky, by creating a user on the Nicky Platform, or by completing a transaction as a guest user on Nicky.

If you are creating a Nicky user on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and, in such event, “you” and “your” will refer to you and that entity.

We may update, improve or modify the Services, Terms or Nicky Policies from time to time, and your continued use of the Services after such changes take effect means that you approve and consent to the changes.

Our services

Nicky L.L.C. offers an API-powered platform facilitating seamless interaction with digital assets and cryptocurrencies. Our platform is designed for individuals doing cryptocurrency transactions and for businesses, enabling them to integrate cryptocurrency as a payment method. Our services allow you to accept cryptocurrencies as a payment method, powered by our API integration with leading cryptocurrency exchanges. Nicky is not a cryptocurrency exchange and does not provide cryptocurrency custody.

Current & future offerings

You acknowledge and agree that the Services may be modified or improved from time to time without prior notice, and that new Services may be added at any time without notice. Any public statements about future product or service plans are an expression of intent, but you should not rely on them when creating a Nicky user.

Availability

Nicky aims to provide the Services without interruptions. However, from time to time the Nicky system or any of its contracted partners may experience disruptions, mainly due to circumstances beyond Nicky's control, for which Nicky excludes all liability. Where possible, Nicky will provide advance notice to its authorized resellers and Partners of any maintenance that may affect the Service.

Requirements

To use the Nicky Service, users must:

• Account Registration: create an account with Nicky and agree to our terms and conditions.
• Legal Compliance: ensure that use of Nicky's services complies with local laws and regulations concerning cryptocurrency transactions.

Furthermore, to fully utilize Nicky, individual and business users must:

• Hold a KYC/KYB approved crypto wallet with an exchange approved by Nicky.
• Be able to integrate Nicky with a cryptocurrency exchange using the user's API keys.

Feedback

We welcome feedback about the Services. When you send us any kind of feedback, we are automatically granted a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to use the ideas, content and suggestions in such feedback in any way, without any compensation to you.

Representations and warranties

You represent and warrant that:

• The individual accepting these terms on behalf of the Customer is of the age of majority and possesses all necessary power, capacity, and authority to bind the Customer to these terms;
• You have all necessary rights, power, authority, and capability to enter into and fulfill your obligations under these Terms and your use of the Services;
• Your business entity is duly organized, validly exists, and is in good standing under the laws of the state and country of its formation, and is duly qualified in each jurisdiction where required;
• Your use of the Services will not contravene any applicable international, federal, state, or local laws or regulations, including those related to taxation;
• You will ensure your use of the Services complies with all applicable anti-money laundering and anti-terrorist financing laws and regulations, including all OFAC-administered sanctions programs and any other applicable sanctions programs;
• Your use of the Services will not violate these Terms, including the fair use policy, or any other applicable terms of use; and
• All information you provide is and will remain true and complete, and shall be timely updated and corrected.

Pricing & payment

Please refer to nicky.me for current pricing and payment terms.

Your account

Account registration: The information you provide when opening your Account with Nicky must be accurate and complete, and you must inform us within ten (10) business days of any changes. Nicky may reject your registration, later close your Account, or restrict the Services if you do not provide and maintain accurate, complete and satisfactory information.

Guarding your password: You are responsible for maintaining the confidentiality of your password and Account access credentials, and for all activities that occur under your Account. Notify us immediately of any unauthorized use or security breach at [email protected]. We will not be liable for any loss resulting from someone else using your password or Account.

Records: In compliance with applicable laws, Nicky keeps documentation relating to your Account while it is active and for a period after closure. You must keep your records updated. Nicky, its auditors, or a competent authority may request access to and inspect your business records with reasonable notice, or immediately if mandated by law. You authorize us to disclose information about you and your Account activities to law enforcement, regulatory bodies and government agencies.

Account suspension and closure: You may terminate your Account at any time and remain liable for any fees incurred prior to closure. We reserve the right to refuse, suspend or close your Account immediately and without notice if we suspect illegal or inappropriate activity in violation of applicable laws or these Terms. If your Account remains inactive with no paid transactions for over twelve consecutive months, we may suspend it and disable processing. Nicky also reserves the right to terminate accounts that receive an excessive number of customer complaints.

Effect of Account closure: Upon closure for any reason, you agree to abide by the terms that survive termination, to cease using the Services immediately, that the license granted under these Terms is terminated, to remove all Nicky trademarks and branding from your materials, that we may retain certain Account information as required by law, and that we are not liable for the termination, closure or retention of your information.

Privacy

Protecting personal data is important to us. The Nicky Privacy Policy describes how we collect, use, store and disclose your personal information, and is incorporated into these Terms by reference.

Acceptable use policy

You may use the Services only for lawful purposes and in accordance with this Acceptable Use Policy (“AUP”), which forms part of these Terms. If we believe a violation is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or third parties, we may in our sole discretion suspend or terminate your access to your Nicky Account. To prevent circumvention, we reserve the right to deny or delete any user Accounts that are inconsistent with the idea and purpose of this policy.

We kindly ask you to:

• Comply with all Terms & Conditions, including this AUP;
• Ensure that all contact information you provide is accurate, complete and up to date, and promptly inform Nicky of any material changes;
• Comply with all applicable laws and governmental regulations;
• Promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach.

We will not allow the following, so we ask that you do not:

• Use the Services for any illegal purpose, or in violation of any laws or Nicky policies;
• Use the Services to infringe on any third party right;
• Provide false, outdated or otherwise altered or incorrect documentation;
• Reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the Services or any mechanism used to control their functionality;
• Decipher any transmissions to or from the servers running the Services;
• Attempt to gain unauthorized access to the Services or related systems or networks, or circumvent any protection or monitoring mechanisms;
• Access the Services to build a similar or competitive product, or copy any ideas, features, functions or graphics;
• Use the Services in any manner that may harm minors or that targets people under the age of thirteen;
• Use the Services to stalk, harass, or post direct, specific threats of violence against others;
• Impersonate any person or entity, or misrepresent your affiliation with a person, organization or entity;
• Use the Services to provide material support to any organization designated as a foreign terrorist organization;
• Access or search any part of the Services by any means other than our publicly supported interfaces (for example, scraping);
• Abuse any rebates or promotions;
• Sublicense, resell, time share or similarly exploit the Services;
• Use contact or user information obtained from the Services to contact Authorized Users outside the Services without their permission;
• Perform any act that could cause damage to Nicky or any third party;
• Authorize, permit, enable, induce or encourage any third party to do any of the above.

Without affecting any other remedies available to us, we may permanently or temporarily suspend, delete or revoke a Nicky account without notice or liability if we determine (in our sole discretion) that you have violated this Acceptable Use Policy.

Plugins and third-party platform integrations

Nicky may from time to time develop, offer, or make available plugins, modules, extensions, scripts, or other integration tools (collectively, the “Plugins”) that enable users to connect their website, application, hosting environment, or third-party platform to the Nicky infrastructure. Plugins may be made available through the Nicky Platform or through third-party marketplaces, and may be installed on infrastructure controlled by you or by a third-party provider.

API key requirement: All Plugins require connection to the Nicky infrastructure through an API key generated within a specific Nicky user account. You are solely responsible for generating and managing your API keys, keeping them secure and confidential, any activity conducted through a Plugin using your API key, and immediately revoking or regenerating keys if you suspect unauthorized access. All actions performed through a Plugin using your API key are deemed actions performed by you.

User responsibility: Installation, configuration, and maintenance of any Plugin is your sole responsibility. Nicky does not control and is not responsible for the performance, uptime, security, or compatibility of your hosting provider, third-party platforms, or software environment. Where a Plugin operates within a third-party platform, your use of that platform is subject to the applicable third-party terms.

No warranty for Plugins: Plugins are provided on an “as is” and “as available” basis. Nicky does not warrant that any Plugin will be uninterrupted, error-free, compatible with all systems, or free from vulnerabilities. Nicky reserves the right to suspend or revoke API access, disable a Plugin's connectivity, or limit functionality if you breach these Terms, if we suspect misuse or unlawful activity, or if continued operation poses risk to Nicky, its partners, or other users.

Management of transactions

Nicky provides a platform for the management of cryptocurrency transactions through our API-driven services. Users can initiate, track, and manage transactions using our interface. All transactions are carried out using the API connection and API key added by the user on the Settings page inside the Nicky application. Users are responsible for verifying the accuracy of all transaction details and of the API key submitted to Nicky; Nicky is not liable for errors in transaction execution due to incorrect information provided by the user.

Delay or transactions completed with an error

Nicky strives to process all transactions promptly and accurately. Transactions may occasionally be delayed or completed with errors due to factors beyond our control, including network issues, software malfunctions, or unforeseen complications with blockchain technology. If a delay occurs, we will provide updates through our platform or via direct communication.

In the event that a transaction is completed with an error, Nicky will investigate the cause and take appropriate corrective action. Users are encouraged to report suspected errors immediately to our support team. If the error is determined to be our fault, we will endeavor to rectify it by reprocessing the transaction or through other compensatory measures. It remains the user's responsibility to ensure all transaction information is correct and to maintain adequate backups of their data.

Disclaimer & warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ALL RELATED INFORMATION AND PERFORMANCE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE APPLIED OR MANAGED IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER. YOU HEREBY AGREE TO RELEASE NICKY, AS WELL AS NICKY'S CONTRACTED PARTNERS AND EXCHANGES, FROM ANY AND ALL DAMAGES OR CLAIMS IN ANY WAY CONNECTED TO THE SERVICES.

Limitations of liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY RESPONSIBLE FOR THE NICKY USER USED BY YOU, THE ACCURACY AND LEGALITY OF ANY EVIDENCE SUBMITTED, THE CORRECTNESS OF THE CONTACT INFORMATION SUBMITTED, AND THE SECURITY OF YOUR ACCOUNT INFORMATION, LOGIN DETAILS AND PASSWORDS, AS WELL AS FOR ANY ACTIVITY RELATING TO YOUR NICKY USER. YOU AGREE TO INFORM US IMMEDIATELY AT [email protected] IF YOU SUSPECT ANY ILLEGAL OR UNAUTHORIZED ACTIVITY.

IN NO EVENT WILL NICKY OR NICKY'S PARTNERS' AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

NICKY AND NICKY'S PARTNERS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF CRYPTOCURRENCY, PROFITS OR REVENUES, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES. THIS SECTION SHALL SURVIVE TERMINATION OF THESE TERMS AND WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Indemnification for third party claims

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS NICKY AND ITS CONTRACTED PARTNERS, AS WELL AS THEIR DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUBCONTRACTORS, SUBSIDIARIES, AFFILIATES AND SHAREHOLDERS, FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, LOSSES, COSTS, EXPENSES, OR OTHER LIABILITIES OF ANY KIND, INCLUDING REASONABLE LEGAL FEES, ARISING OUT OF OR IN CONNECTION WITH YOUR NICKY USER OR ANY VIOLATION OF THE AGREEMENT OR NICKY POLICIES. WE RESERVE THE RIGHT TO ASSUME EXCLUSIVE DEFENSE, CONTROL AND SETTLEMENT OF ANY MATTER FOR WHICH YOU ARE OBLIGED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE AT YOUR OWN EXPENSE.

Force majeure

We will not be liable for any failure or delayed performance of our obligations that results from any condition beyond Nicky's reasonable control, including governmental action, acts of terrorism, earthquake, pandemic, war, fire, riots, flooding, acts of God, a failure by a third party hosting or utility provider, labor conditions or strikes, power failures, Internet disturbances, or acts or omissions of third parties.

Assignment

You may not assign any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer, novate, mortgage, sublicense, hold on trust or otherwise deal in or dispose of, in whole or in part, our rights and obligations under these Terms in our sole discretion and without notice to you.

Changes to the terms

We may make changes to these Terms or any referenced policies. If we make a material change, we will notify you by emailing the address associated with your account or through the Services. You may review the most current version at any time by visiting this page; note the “last updated” date at the top. The revised Terms become effective upon posting, and continued use of the Services after that date constitutes acceptance.

Severability

If any section within these Terms is held by a relevant court to be unlawful, the wording will be modified and interpreted so that the intended purpose is achieved to the fullest extent permitted by law. Should individual sections be or become wholly or partially invalid, the remaining Terms will be unaffected.

Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Any waiver will be effective only if in writing and signed by a duly authorized representative of Nicky.

Applicable law

All disputes between the Parties arising out of or in connection with these Terms (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of Washington, D.C., United States.

Contact

Please contact us if you have any questions about these terms, at [email protected] or via our mailing address below: