Terms of Use

Preamble

These Terms of Use (the "Terms") govern access to and use of the www.nyance.io website (the "Site"), published by Nyance Inc., a Delaware C Corporation registered under number 10605400 ("Nyance", "we").

By accessing the Site and/or signing up for the waitlist, the user ("User", "you") accepts these Terms without reservation. If you do not accept all or part of these Terms, you must immediately stop using the Site.

1. Purpose of the Site

As of the date hereof, the Site is a strictly informational platform whose sole purpose is:

• to present the Nyance project, namely an investment platform intended for European retail investors;
• to allow the User to sign up for a waitlist ("waitlist") in order to be kept informed of the launch of the service and, where applicable, to gain early access to it.

No investment service, no investment advisory service, no payment service, and no brokerage service is, at this stage, provided via the Site.

2. No advice and no guarantee of compliance with the principles of Islamic finance

2.1 No advice

The information published on the Site is provided for purely informational and general purposes. It does not, under any circumstances, constitute:

• personalized or non-personalized investment advice;
• an investment recommendation;
• tax, legal, accounting, or religious advice;
• an offer, solicitation, or inducement to buy, sell, or subscribe to any financial instrument.

The User acknowledges that they must consult their own qualified and independent advisors (financial, tax, legal, and religious) before making any investment decision, and that they alone bear responsibility for their decisions.

2.2 Compliance committee

Nyance intends, upon the launch of its services, to establish a supervisory committee ("Supervisory Board") responsible for reviewing the Islamic finance compliance of its platform and products. As of the date hereof, the composition of this committee has not been finally determined.

In any event, no information published on the Site constitutes a guarantee of compliance of any financial instrument, product, issuer, or strategy. The User is expressly invited to conduct their own research and, where applicable, to consult a compliance authority of their choice before making any decision. Scholarly opinions on Islamic finance may differ; Nyance neither imposes nor endorses any particular interpretation.

3. Eligibility conditions

Access to the Site and registration for the waitlist are strictly reserved for persons who cumulatively meet the following conditions:

• being a natural person who is an adult (18 years of age or older);
• habitually residing in a Member State of the European Union;
• not being a national or resident of the United States of America (a "U.S. Person" within the meaning of Regulation S under the Securities Act of 1933);
• not residing, being established, or acting on behalf of a person residing or established in a country or territory subject to economic or financial sanctions imposed by the European Union, the United Nations, the United Kingdom, or the United States (OFAC);
• not appearing on any personal sanctions list published by these same authorities.

The User represents and warrants, upon each access to the Site, that they satisfy all of these conditions. Nyance reserves the right to refuse or terminate, at any time, without notice or compensation, access to the Site and participation in the waitlist in the event of non-compliance.

4. Waitlist registration

4.1 Procedure

Registration for the waitlist is done by providing the information requested on the dedicated form (in particular a first and last name, as well as a valid email address). The User undertakes to provide accurate, complete, and up-to-date information.

4.2 Effect of registration

Registration for the waitlist:

• does not confer any entitlement to any investment service;
• does not entail any commitment by Nyance to provide a service by a specific date, nor to provide a service at all;
• does not entail any financial commitment or subscription commitment on the part of the User.

It constitutes a mere expression of interest and authorizes Nyance to send the User, under the conditions set out in the Privacy Policy, communications relating to the launch and progress of the project.

4.3 Unsubscribing

The User may unsubscribe at any time via the unsubscribe link included in each email received or by writing to privacy@nyance.io.

5. Future business model

The pricing terms and commercial conditions of Nyance's services will be published in specific terms and conditions upon the launch of each service, subject to obtaining the required regulatory approvals. No amount is owed for registering on the waitlist.

6. Use of the Site

The User undertakes to use the Site in accordance with its purpose and applicable regulations. In particular, the User shall not:

• access or attempt to access any part of the Site without authorization;
• introduce or attempt to introduce viruses, malicious software, or any code likely to disrupt the Site;
• collect, in an automated manner (scraping, robots, etc.), all or part of the content of the Site;
• impersonate a third party or use an email address that does not belong to them;
• use the Site for unlawful or fraudulent purposes, or in a manner contrary to public order or accepted standards of morality;
• infringe, directly or indirectly, the rights of Nyance or of third parties.

Failure to comply with these obligations may result in the suspension or immediate termination of access to the Site, without prejudice to any action for damages.

7. Intellectual property

All elements comprising the Site (text, images, videos, logos, trademarks, graphic design, code, databases) are the exclusive property of Nyance Inc. or its licensors and are protected by intellectual property law.

No license or right other than the right to view the Site is granted to the User. Any reproduction, representation, adaptation, or exploitation, in whole or in part, is strictly prohibited without the prior written authorization of Nyance.

8. Liability

8.1 Limitation

The Site is made available "as is." Nyance strives to ensure the accuracy and timeliness of the information published, without however being able to guarantee it. To the fullest extent permitted by applicable law, Nyance shall not be liable for:

• the inaccuracy, incompleteness, or obsolescence of the information published on the Site;
• an interruption, unavailability, or malfunction of the Site;
• indirect, intangible, or consequential damage (loss of chance, loss of investment opportunity, loss of revenue, etc.);
• any investment decision made by the User based on the information published on the Site.

8.2 Mandatory provisions

The limitations set out in this clause apply to the extent permitted by applicable law. They do not affect the mandatory rights enjoyed by consumer Users under the law of their habitual place of residence.

9. Amendment of the Terms

Nyance reserves the right to amend these Terms at any time, in particular to take into account any legal, regulatory, case-law, technical, or commercial developments.

The applicable version is the one accessible on the Site as of the date of access. Substantial amendments will be brought to the attention of Users registered on the waitlist by email or by any other appropriate means.

10. Term and termination

These Terms apply for the entire duration of use of the Site. Nyance may suspend or discontinue, at any time and without notice, access to the Site, in whole or in part, without this giving rise to any liability on its part.

11. Severability

If any provision of these Terms is held to be void or unenforceable, the other provisions shall remain in full force and effect.

12. Governing law and jurisdiction

These Terms are governed by the law of the State of Delaware (United States of America).

However, pursuant to Article 6 of Regulation (EC) No. 593/2008, known as "Rome I", this choice may not have the effect of depriving the consumer User of the protection afforded to them by the mandatory provisions of the law of the country in which they have their habitual residence.

Any dispute relating to the formation, interpretation, or performance of these Terms shall be submitted to the competent courts of the State of Delaware, subject to the mandatory jurisdiction rules applicable to consumers.

13. Contact

For any question relating to these Terms of Use: hello@nyance.io