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1.1

Knobs Srl, with registered office at Bastioni di Porta Volta No. 9, 20121 Milan, Italy, Tax Code and VAT number 08560240965 (“Knobs”) has developed and owns a software infrastructure/software platform called “Indid” (“Indid”), based on the Ethereum ERC 4337 standard, through which it provides its Services.

1.2

Indid’s Customers (“Customers”) are the users of the Indid service who have activated the Indid service with a view to also supplementing it with third-party applications that use the software development kits (“SDKs”) made available by Indid for the purpose of putting the Services at end users’ disposal (“End users”).

1.3

The Customers declare that they have, in compliance with the applicable legislation and any bylaws or operating rules that are applicable hereto, the capacity to act, just like legal representatives who act in the name and on behalf of Customers that are legal entities and who declare that they have all of the necessary powers to bind the latter to what is envisaged in these General Conditions.

1.4

These general terms and conditions (“General Terms and Conditions”) regulate the relationship between Knobs and the Customer (also referred to as the ”Party/Parties”) regarding the Customer’s use of Indid, and the provision of the Services offered by Knobs under the following terms and conditions.

1.5

The Customer is invited to download and/or store on a durable medium these General Terms and Conditions and the Data Protection Policy provided for under Articles 13 and 14 of Regulation EU 2016/679 (“GDPR”) dealing with the Personal Data that is processed from time to time by Knobs within the framework of the Services that are provided in connection therewith (“Data Protection Policy”), upon the said Data Protection Notice and General Terms and Conditions being signed.

1.6

Indid is accessible from any device with an internet connection, be it a computer, a tablet or a smartphone. Therefore, in order to access Indid, each Customer is required to have, at his own expense and care, a device connected to the internet.

2.1

For the purposes of these General Terms and Conditions, the terms and expressions of a technical nature used with a capital letter have, in addition to the other terms and expressions defined in the General Terms and Conditions, the following meanings:

a.

Subscription”: A contractual agreement executed with Knobs, which allows the Indid Service(s) to be used upon the agreed fee being paid;

b.

Address”: A public address suitable for distinguishing the Wallet, which is generated by the Public Key and is made up of an alphanumeric code;

c.

Blockchain”: A digital register whose entries are grouped into ”blocks” that are linked in chronological order and whose integrity is guaranteed by the use of cryptography;

d.

Private Key”: A private key consisting of a unique alphanumeric code (i.e. mathematically generated strings of random characters) that can be considered as a password that gives access to the Wallet;

e.

Public Key”: A public key that also consists of a unique alphanumeric code that is generated by the Private Key through a cryptographic function;

f.

Customers”: Those parties (including Knobs' Commercial Partners) who purchase the Subscription from Knobs with a view to directly using the Indid Services or putting them at third parties’ disposal;

g.

Compute Unit”: Credit units issued upon a Customer making a Subscription that is used to purchase Services offered on the Indid platform;

h.

Cryptography”: A block encryption algorithm with (private) symmetric keys or asymmetric keys (i.e. a public key for encrypting and a private key for deciphering) of a pre-established length that allow the content of a dataset to be ”hidden”, transforming it into a sequence of numbers and letters that only those who know the private (and therefore secret) keys are able to decipher;

i.

Anonymous Data”: Information that does not allow, even through reverse engineering, processing or association, to trace the natural person to whom it refers. The impossibility of identifying a natural person must be demonstrable/ascertainable with the use of any reasonably usable technique (taking into account the technological state of the art and subsequent technological development during the processing);

j.

Personal Data”: Common Personal Data and Pseudononymous Data;

k.

Common Personal Data”: Any information relating to a natural person, who has directly or indirectly been identified or is identifiable with reference to the latter’s name, identification number, location data, online identifier or elements that are characteristic of his or her physical, physiological, genetic, psychological, economic, cultural or social identity;

l.

Pseudonymous Data”: Information whose power to identify a natural person has been reduced but not completely eliminated, since pseudonymisation is a process that allows Personal Data not to be attributed to a natural person except through the use of additional information that is to be stored separately, using technical measures such as Encryption;

m.

Simplification Decree 2018”: Law-Decree No. 135 of 14 December 2018, which is the so-called 2018 Simplifications Decree converted into law on 11 February 2019;

n.

Google”: Google LLC, with registered office at 1600 Amphitheater Parkway, Mountain View, CA 94043, USA.

o.

IPFS”: The InterPlanetary File System distributed registry;

p.

Participants”: The persons taking part in Third-Party Technologies;

q.

Business Partners”: These are the Knobs Business Partners who can purchase the Indid service from Knobs and retail the Indid service with others;

r.

Password”: The password created by the Customer during Registration, through which the Profile can be accessed;

s.

Point and Click”: The ”point and click” subscription technique (that is to say the placing of ”flags on non-preselected boxes);

t.

Profile”: The personal and confidential profile created by the Customer on Indid;

u.

Legal representative”: Natural persons who act as representatives of legal entities and sign these General Terms and Conditions in the name and on behalf thereof;

v.

SDK”: the software development kit made available by Indid for the purpose of integrating Indid with third-party software applications;

w.

Smart Contract”: A computer programme operating on Distributed Registry-based Technologies whose performance automatically binds two or more parties on the basis of effects that have been predefined by them (see Article 8-ter, paragraph 2 of the 2018 Simplifications Decree);

x.

Smart Contract Wallets”: A type of Smart Contract that allows a specific type of Wallet to be created;

y.

SSO”: Google's ”Single Sign-On” service that allows users in possession of Google credentials to use them to log in to different third-party platforms and remain connected without having to repeat the authentication procedure every time they try to access it.

z.

Distributed Registry-Based Technologies”: Technologies and IT protocols that use a shared, distributed, replicable, simultaneously accessible, architecturally decentralised registry on a cryptographic basis that allows data to be recorded, validated, updated and stored in plain text and to be further protected by means of an encryption that can be verified by each participant and that cannot be altered or modified (see Article 8-ter, paragraph 2 of the 2018 Simplifications Decree);

aa.

Third Party Technologies”: Third-party technologies, including IPFS, Blockchain and Alchemy;

bb.

Tokens”: A series of digital information recorded on Distributed Registry-based Technologies that represent some form of value or right, such as, for example, ownership of an asset, the truthfulness of information, access to a service, the acknowledgement of receipt of a payment or the certification of the existence of a fact or an event;

cc.

User Transaction”: Transactions that Customers want to carry out through Indid on the reference Blockchain. Supported Transactions are, by way of example but not limited to, the ”minting” transactions of one or more tokens, notarisations of documents and other digital assets on blockchain and Smart Contract Wallet creation transactions;

dd.

End users”: Third parties identified by the Customer to whom the latter intends to offer the Indid service;

ee.

Wallet”: These are “non-custodial wallets” that is to say digital wallets on blockchain that attribute to a user a cryptographic identity accessible through a double key (i.e. the Private Key, which can be considered as a password that gives access to the Wallet, and the Public Key). Each Wallet is characterised by the Address. This is a ”non- custodial wallet” and, as a result thereof, the Wallet provider does not have access to either the Private Key or the Public Key.

3.1

Upon these General Terms and Conditions being signed and for the entire term hereof, Knobs grants the Customer a non-exclusive and territorially unlimited licence for the use of Indid (“License”), so as to allow the Customer to take advantage of the following services (“Services”) offered by Knobs:

a.

Project configuration functionality. Indid provides a web application through which Customers can:

i.

create and configure new projects based on ERC-4337 standards;

ii.

monitor the compute units and consult the transactions that have been carried out;

iii.

simplify the recovery flow of the Smart Wallets that have been created through a dedicated graphical interface;

iv.

simplify through a dedicated graphical interface the recovery flow of the Smart Wallets that have been created.

b.

Transactions sponsorship service. Indid’s service provides, with the help of the ”Paymaster” software released on specific blockchains (in the form of smart contracts), the possibility of managing user transactions and sending payments through "Compute Units” instead of cryptocurrencies.

c.

Routing Service. The Routing service is a transaction management service that envisages:

i.

receiving user operations and transactions;

ii.

redirecting them, as a result thereof, towards software agents called Bundlers that have the task of aggregating different user transactions, generating a new transaction that alters the state of a specific blockchain; the Bundlers may be owned either by Knobs or by external parties.

3.2.

The technical characteristics of the Services are specified in more detail in Annex A, which the Customer declares to have examined before signing these General Terms and Conditions. It accepts, therefore, that the Services shall be provided by Knobs in compliance and within the limits of what has been indicated in this Annex A.

3.3.

Knobs shall provide the Customer with the most recent version of the Indid License that is available when the General Terms and Conditions are entered into, which might, at its sole discretion, be accompanied by the technical documentation concerning the Indid transaction that it deems useful to put at the Customer’s disposal.

3.4.

The Customer will be able to use the Indid services immediately following the creation of the Profile and the purchase of the Subscription, as specified in the Article 6 (Financial Terms).

3.5.

These General Terms and Conditions intend to regulate the contractual relationship between natural or legal persons, who use Indid and who act for entrepreneurial, commercial, artisanal or professional purposes. These General Terms and Conditions do not, therefore, address and do not intend to regulate relationships with end users/consumers. These relationships are, in fact, to be understood as being regulated by separate EULAs that must be drawn up by Customers who intend to have relationships with consumer entities.

4.1.

With a view to using Indid, the Customer is required to create the Profile with a form that can be consulted on Indid and that is connected to a traditional authentication system that requires a username and password and follows the registration procedure referred to in Article 4.2.

4.2.

In order to create the Profile and use Indid, the Customer is required to complete the registration, which consists of the following phases (“Registration”): (i) in those situations in which there are no SSOs, the email address is entered and password access is created; (ii) in those situations in which there are SSOs, the data requested in the procedure is entered and the Customer's data (i.e. name, surname and e-mail address) is forwarded to Knobs; (iii) through Point and Click, the General Terms and Conditions are signed and the Data Protection Policy accepted; (v) the following Articles are, pursuant to Articles 1341 and 1342 of the Italian Civil Code, subscribed through Point and Click: 3.1 and 3.2 (Service Characteristics); 5.4 (Suspension); 9 (Warranty); 10 (Limitation of liability); 11 (Customer Indemnity); 13 (Force Majeure); 17.2 (Exclusive jurisdiction); (vi) optional giving of consent, through Point and Click, to the processing of Personal Data for purposes that are not necessary for the use of the Indid Services.

4.3.

The General Terms and Conditions are considered to have been closed on the date of signing, that is to say when the Customer receives confirmation from Knobs, through Indid and/or through an email sent by the latter to the email address entered by the Customer during Registration or to the e-mail address indicated in another way confirming the valid signature of the aforementioned document (“Signing Date”).

5.1.

By signing the General Terms and Conditions, and for the entire term thereof, the Customer (also in the name and on behalf of its employees and contractors who access Indid, pursuant to Articles 1228 and 1381 of the Italian Civil Code), shall, in the event of a Customer who is a legal person:

5.1.1.

keep Indid service access credentials strictly confidential and not put them at third parties’ disposal;

5.1.2.

not enter false, imaginary or otherwise deliberately incorrect or untruthful data into the Registration and Indid platform, nor disclose to Knobs for any reason whatsoever third-party Personal Data;

5.1.3.

promptly update the information that has been entered into Indid;

5.1.4.

use Indid in compliance with the applicable legislation that is in force (including, by way of example, the legislation regarding the processing of personal data referred to in the GDPR and Legislative Decree No. 196/2003), the General Terms and Conditions and any further instructions provided by Knobs (including through Indid) or by third parties;

5.1.5.

not use Indid in a manner that is fraudulent and/or harmful to Knobs’ and/or third parties’ rights and business reputation;

5.1.6.

not engage in any type of conduct, action or behaviour that has the potential to adversely affect in any way whatsoever the manner in which Indid properly functions.

5.2.

The Customer may not, in any case, use the Indid Services for the sole purpose of disseminating illicit data, documents and/or content which, by way of example and not limited to:

a)

conflict with or infringe the industrial and/or intellectual property rights held by Knobs and/or its assigns;

b)

have discriminatory, defamatory, slanderous or threatening content;

c)

contain material that is pornographic, child-pornographic, obscene or otherwise contrary to public morality;

d)

contain viruses, worms, trojan horses or, in any case, other contaminating or destructive IT elements;

e)

constitute spamming, phishing and/or similar activities;

f)

are in any case in conflict with the applicable legislative and/or regulatory provisions.

5.3.

The Customer acknowledges that it will have to equip itself with the devices, equipment, software, telephone and/or network services and anything else required to use the Indid Services. The Customer will also be required to check the suitability of its hardware, software and network systems for the purposes of using the Indid Services and hereby waives any claim against Knobs and/or its assigns that has to do with any situation in which the Indid Services do not function or do so incorrectly as a result of the unsuitability of its hardware, software and/or network systems.

5.4.

In the event of the Customer’s failure to comply with one of the obligations referred to in Articles 5.1, 5.2 and 5.3 above, or in the event that any harmful and fraudulent conduct is reported by any third party and/or any competent authority, Knobs reserves itself the right to proceed, at its sole discretion, to suspend the Customer‘s use of Indid and the Services for a period of time needed to verify the reports received and/or until the Customer remedies the breach and/or or the non-compliance that led to the suspension of the Services. In the event that any conduct is ascertained that is contrary to the law, the Subscription will be definitively revoked, without the sums that have already been paid being refunded, and Knobs reserves the right to take action for the compensation of losses suffered as a result of such non-compliance and, if necessary, report the conduct to the competent judicial authority.

6.1.

Depending on the License chosen by the Customer, the Customer may be required to pay an amount in money to Knobs for the use of Indid and the Services.

6.2.

The Customer can purchase a (monthly, possibly annual) Subscription that is associated with a pre-established number of Compute Units, which the Customer can spend with a view to using the Indid Services. Furthermore, the Compute Units can be renewed and possibly be transferred at the Customer's discretion.

6.3.

The Subscription can be purchased on the Indid website, upon the fee being paid in legal tender (fiduciary currency) by using the electronic payment methods that have been envisaged therefor or by subscribing a personalised offer addressed to individual Customers through bank transfers that are sent in accordance with the instructions given by Knobs Ltd.

7.1.

These General Terms and Conditions are effective from the Signing Date until the Customer has a Profile on Indid, without prejudice to the provisions of Article 6 (Financial Terms and Conditions). The Customer can request that its Profile be deleted on Indid at any time whatsoever, also in accordance with the provisions of the Data Protection Policy.

These General Terms and Conditions are effective from the Signing Date until the Customer has a Profile on Indid, without prejudice to the provisions of Article 6 (Financial Terms and Conditions). The Customer can request that its Profile be deleted on Indid at any time whatsoever, also in accordance with the provisions of the Data Protection Policy.

7.2.

Immediately following termination, for any reason or on any ground whatsoever, the Customer will no longer be able to access Indid and/or its Profile, or use the Services and/or Subscription, and must refrain from using the Knobs intellectual and industrial property rights and know-how.

Immediately following termination, for any reason or on any ground whatsoever, the Customer will no longer be able to access Indid and/or its Profile, or use the Services and/or Subscription, and must refrain from using the Knobs intellectual and industrial property rights and know-how.

8.1.

All industrial and/or intellectual property rights relating to the Indid Services, as well as any idea, invention, programme (including software, documentation and written programmes, studies, etc.), as well as anything else that is or has been prepared, made, developed, created, discovered, conceived or written in whole or in part by Knobs, is and will continue to be held solely by Knobs.

8.2.

Under no circumstances will the Customer be able to acquire any industrial and/or intellectual property rights or other proprietary rights from Knobs by virtue of these General Terms and Conditions, including - by way of example and not limited to - rights to patents, models, know-how, designs, trademarks, copyrights or rights in any information or trade secrets relating to the Indid Services.

8.3.

The Customer will not, therefore, be able to acquire any additional rights to the Indid Services vis-à-vis those conferred by Knobs by virtue of these General Terms and Conditions, or otherwise by virtue of any specific and separate written deed that might have been executed by Knobs.

8.4.

After the termination, for any reason whatsoever, of the contractual relationship referred to in these General Terms and Conditions, the Customer is absolutely prohibited from publishing, producing or preparing derivative works, distributing copies, putting at third parties’ disposal, operating or, in any case, making use of any confidential information.

8.5.

The Customer acknowledges and accepts that none of the provisions of these General Terms and Conditions can adversely affect any right or any recourse to forms of protection and remedies that Knobs may have under any applicable law for the protection of industrial and/or intellectual property or any other proprietary rights held by Knobs.

8.6.

The Customer may use the Indid Services solely in the ways explicitly permitted by these General Terms and Conditions and/or the different and/or supplementary and/or additional terms and conditions envisaged for certain specific Indid Services, and must comply with any technical limitations to be found in the latter that allow it to use them only in a certain manner. By way of example and but not limited to, the Customer will not be able to:

a)

circumvent the technical limitations and technological measures to be found in the Indid Services;

b)

engage in the reverse engineering, translation, disassembly, decompiling, decryption or deconstruction of the Indid Services (including interfaces and any other data incorporated into or used in conjunction with any programmes that may or may not technically be considered software code) or in any other method or process intended to obtain or convert the Indid Services from one readable and understandable form into another readable and understandable form;

c)

reproduce, modify, adapt, customise the Indid Services or create derivative works thereof;

d)

make copies of the Indid Services unless otherwise permitted by Knobs;

e)

market, in any capacity whatsoever, the Indid Services, unless otherwise permitted by Knobs;

f)

use the Indid Services in breach of the law.

9.1.

Knobs shall ensure that Indid substantially behaves according to industry standards when providing the Services, except in those situations in which the non-performance is due to Force Majeure (as defined in Article 13.1 below). In any case, the Customer declares that it is aware and accepts that, in general, it is in the nature of software products (such as Indid) not to be completely free from error. As a result thereof, the Customer explicitly accepts that any possible errors found in Indid does not, in and of itself, constitute a violation of the obligations undertaken by the latter pursuant to the General Terms and Conditions unless they arise from wilful misconduct or grossly negligent conduct provided for under Article 1229 of the Italian Civil Code in which Knobs has engaged.

9.2.

Knobs can, at any time whatsoever, propose changes to the functioning of Indid, which are not detrimental to the use of the Services, and in this case Article 14.2.1 below shall apply. In the event that ordinary and/or extraordinary maintenance work must be carried out for the purpose of ensuring that the Services can be correctly accessed, Knobs reserves the right to proceed to temporarily suspend the Services, subject to prior notice being given to the Customer (through Indid itself and/or by means of e-mail) and reactivating (depending on the nature of the maintenance work that may have become necessary) them as soon as possible.

10.1.

Pursuant to these General Terms and Conditions, Knobs has created and manages Indid, of which it is the owner, and provides the Services, which are of an exclusively technical nature. Under no circumstances does Knobs: (i) intervene in Wallets and Third-Party Technologies; (ii) in general, takes part in the Customer’s decisions about the use of the Services.

10.2.

The Customer acknowledges and accepts that Knobs, by virtue of the specific agreement signed in connection with the Subscription to the services, is not part of the contractual relationships established between the Customer and any third parties (including its customers and/or partners and any future final Users of Indid services), which is also as a result of the transactions that can be carried out through Indid that may, therefore, be regulated by law and/or any separate agreements executed between the Customer and third parties. The Customer shall, therefore, be the one and only party that is liable towards third parties for the contractual relationships established with them, and hereby undertakes to hold Knobs harmless and indemnified from any request of any kind whatsoever made by third parties.

10.3.

Pursuant to Article 1229 of the Italian Civil Code, Knobs shall not be liable for any activity, fact or act performed by the Customer through Indid, except for cases of fraud or gross negligence. Likewise, it shall not be liable for any data, information or documents inserted by the Customer within the Tokens, Wallets and Smart Contract Wallets and/or for any of the transactions (User Operations) prepared and carried out by the Customer and/or by the End Users through Indid and/or Third-Party Technologies (including through Knobs). Knobs has, in particular, no ability to interact with the content of Tokens, Wallets and Smart Contract Wallets that the Customer creates through Indid. As a result thereof, it cannot be considered to be liable towards any third party in connection with the activities carried out by the Customer when using Indid and its Services, or - in general - any transaction (User Operation) the Customer prepares and implements or offers to end users in total autonomy and under its own sole liability. Knobs has, therefore, no contractual or tortious liability for any (direct, indirect) loss and any loss (of income, profits, goodwill, data, contracts, use of money) arising from:

10.3.1.

the use and/or inability to use Indid and/or the Services;

10.3.2.

the access and use of Indid’s features by persons that are not authorised by the Customer;

10.3.3.

the access and preparation of transactions (User Operations) connected with Third-Party Technologies, as well as the possible dissemination and/or disclosure of Personal Data to persons not entitled to be apprised of such Personal Data;

10.3.4.

the ownership, accuracy and truthfulness of the information uploaded in the Wallet, in the Smart Contract Wallet and/or by Third-Party Technologies;

10.3.5.

the purposes, content, characteristics and manner in which Tokens function and are redeemed, which are determined by the Customers themselves;

10.3.6.

the purposes, content, characteristics and methods of in which the Notarisation procedures function;

10.3.7.

the redemption, use and/or transfer of Tokens by Customers;

10.3.8.

the failure of other parties to fulfil certain obligations undertaken by them towards the Customer under current legislation, Tokens and/or agreements reached between them (even verbally or implicitly as a result of conduct);

10.3.6.

the outcome, in proceedings, of the competent authority's assessments regarding the validity and effectiveness of the Tokens.

11.1.

In the event of non-fulfilment and/or breach of these General Terms and Conditions and/or breach of any of the obligations referred to in Articles 5.1, 5.2., 5.3 and 8.2 above and without prejudice to any further remedy accorded to Knobs, the Customer shall indemnify and hold harmless Knobs from any claim to any amount that might be owed, compensation, damage or adverse effect that might arise, either directly or indirectly, from third-party claims (including, but not limited to, those made by other persons or any authorities) connected with such breach.

12.1.

Without prejudice to any further right or remedy provided under the law or these General Terms and Conditions, Knobs is entitled to terminate such General Terms and Conditions with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by sending written notice thereof to the Customer that contains a declaration that it intends to make use of this express termination clause, in the event of:

12.1.1.

the Customer’s failure to comply with one of the following Articles: 5.1, 5.2, 5.3 (Customer Commitments); 8.2 (IP Rights);

12.1.2.

the Customer’s failure to cure pursuant to Article 5.4 above within 15 (fifteen) days of the suspension of the Services.

13.1.

For the purposes of this Article 13,”Force Majeure” means epidemics and pandemics, extraordinary measures taken by the competent authorities limiting or prohibiting commercial activities, fires, wars, strikes, embargoes, government regulations or those issued by other civil or military authorities, omissions and negligence of Third Party Technologies and of carriers or suppliers (including, by way of example, third parties responsible for ensuring that Indid functions properly), vandals or hackers, failures or malfunctioning of third-party networks or technologies, telecommunications equipment (including speed slowdowns or telephone-line failures and failures of computers handling online traffic), websites, software and hardware and in general any circumstance beyond Knobs’ will and reasonable control.

13.2.

Without prejudice to anything otherwise provided under the General Terms and Conditions, should Knobs be, due to Force Majeure, incapable of fulfilling its contractual obligations, including, in particular, ensuring that Indid functions and access is gained to the Services, the term envisaged for providing the services covered by these General Terms and Conditions shall be extended by the period of delay or impossibility to perform on account of specific causes of Force Majeure. It is hereby understood that the continuation of a situation of Force Majeure for more than 60 (sixty) days will allow each of the Parties to terminate the General Terms and Conditions, without prejudice to the fact that no compensation or indemnity will be due from Knobs in this case.

14.1.

The Customer acknowledges and accepts that Knobs may at any time amend the General Terms and Conditions due to supervening technical needs (in light of the fact that the Services are provided with constantly evolving technologies), financial and managerial needs and due to changes and reforms of the applicable laws and regulations.

14.2.

In case of an amendment envisaged in Article 14.1 above, the Customer acknowledges and accepts that:

14.2.1.

in the event that the amendment concerns only the manner in which Indid functions from a technical point of view (e.g. a data entry method and/or connection between Indid and the Third Party Technology), the latter will become immediately effective between the Parties, without the Customer being able to raise any objections in relation thereto;

14.2.2.

in the event that the amendment is required, under penalty of nullity or invalidity of one or more provisions of these General Terms and Conditions, by reforms of the applicable laws and/or regulations, or it aims to protect Customers from fraud, malware, spam, data breaches or risks for IT security, it will immediately become effective between the Parties, without the Customer being able to raise any objections in relation thereto;

14.2.3.

in all other cases, the amendment proposed by Knobs shall become effective only following the expiry of a term of 15 (fifteen) days from the date on which Knobs gave notice by e-mail, without prejudice to the Customer’s right to withdraw, which is to be exercised within the same deadline without any charge and/or penalty having to be paid.

15.1.

Unless otherwise indicated, any notice or communication between the Parties concerning these General Terms and Conditions must be given in writing and sent by certified email (and where possible sent in advance by ordinary e-mail) to the following addresses:

15.1.1.

Knobs: Knobs Srl Bastioni di Porta Volta, 9, 20121 Milan, Italy; e-mail: info@knobs.it; certified email: knobs@legalmail.it;

15.1.2.

Customer: the e-mail address communicated when signing the General Terms and Conditions or communicated through other methods. It is up to the Customer to ensure that its email address is constantly updated.

15.2.

Correspondence of a technical/operational nature concerning the Services may also be validly exchanged between the Parties by e-mail or the messaging service that is available on Indid.

16.1.

(Severance) If one or more provisions, or portions thereof, of these General Terms and Conditions are declared invalid, illegal or otherwise inapplicable, in whole or in part, by the applicable legislation or a judicial order, the remaining provisions, or portions thereof, shall continue, in any case, to be binding and applicable by and between the Parties. In any case, the Parties shall agree in good faith on the introduction of an alternative provision that is as similar and compatible as possible with the one found to be invalid, illegal or inapplicable.

16.2.

(Acquiescence ) Any tolerance of conduct in which a Party engages in violation of the provisions contained in these General Terms and Conditions does not constitute a waiver of the rights arising from the violated provisions, nor of the right to demand the exact fulfilment of all the terms and conditions envisaged herein.

16.3.

(Completeness) These General Terms and Conditions replace, as far as what has been envisaged herein, all previous obligations, agreements, estimates, negotiations, and written or verbal understandings between the Parties.

16.4.

(No assignment) The Customer cannot validly assign or transfer to third parties, in whole or in part, for any reason or on any ground whatsoever, the Agreement or any right or obligation arising therefrom, except with Knobs’ prior written consent.

16.5.

(Annexes) The Annexes are an integral part of these General Terms and Conditions. In the event of conflicts between the Annexes and the provisions of these General Terms and Conditions, the latter shall prevail.

17.1.

These General Terms and Conditions are solely governed by Italian law.

17.2.

The Court of Milan shall have exclusive jurisdiction over any dispute concerning these General Terms and Conditions, including its performance, interpretation and/or termination on any ground whatsoever, thus excluding the jurisdiction of any other court.

18.1.

Knobs is authorized to used the name and logo (trademark and logotype) of the Client on its website, at events, courses, seminars, workshops, promotional materials, official institutional communications, and other similar initiatives open to the public for commercial and advertising purposes. Additionally, Knobs is allowed to use the Client's name as a reference in dealings with other clients or suppliers.

19.1.

The Customer acknowledges and accepts that its Personal Data, which is to be disclosed to Knobs for the purpose of using the Services and/or to be inserted within the Indid platform, shall be processed by Knobs in accordance with the Data Protection Policy, as well as in compliance with current legislation (including, by way of example, but not limited to, the GDPR). Knobs shall, in no way and for any reason whatsoever, be the data controller envisaged by Article 24 of the GDPR vis-à-vis the Personal Data processed by the Customer and/or by the Business Partner and/or by the End User in their databases. The Data protection Policy does not apply to such Processing, in respect of which the Customer and/or the Business Partner and/or the End User is the independent and sole data controller.

19.2.

Knobs reserves the right to anonymise the Customers’ Personal Data - through irreversible processes that do not in any way allow the Customer’s identity to be traced and such Anonymous Data to be used, even after the General Terms and Conditions have been terminated - in an aggregate form, for strictly analytical and statistical purposes relating to its business and/or for the purpose of supporting Knobs’ growth and/or sharing its data analysis with its Customers and/or Business Partners and/or End Users.

Annex

Annex A - Technical characteristics of the Services

Annex A - Technical Characteristics of the Services

Due to the functioning of Indid and the nature of the Services, which are technical access services and (i) support services used to create a Wallet and/or Smart Contract Wallet by establishing some of its logic and operating characteristics; (ii) support in the processing of User Operations on behalf of the Customer and/or End Users; and (iii) any sponsorship of User Operations, which the Customer intends to carry out and/or put at End Users‘ disposal, Knobs informs the Customer that:

1.

Third-Party Technologies are Distributed Registry-based Technologies and, therefore, no one (including Knobs) has any control over or knowledge of the Participants;

2.

Wallets and /or Smart Contract Wallets created through the Indid service can be recovered on the basis of the configurations made by the Customer and of the use of the said Indid service. Knobs has, in no way, the power to interact with Wallets and/or Smart Contract Wallets;

3.

Knobs does not gain access to the Customer’s Wallet and/or Smart Contract Customer Wallet, since the related access is only granted to those in possession of the Private Key;

4.

Knobs does not access or store the Wallets and/or Smart Contract Wallets or Tokens contained in the Customer’s Wallet, nor does it carry out any checks regarding the contents of the Tokens and/or Wallets and/or Smart Contract Wallets and/or User Operations that have been carried out.

5.

Knobs shall, in no way, be able to recover its users’ Wallets and/or Smart Contract Wallets, given that the Indid service will not manage Private Keys.

6.

User Operations are created and signed by users of the Indid service. Knobs will not read nor be responsible for the content of the User Operations.

Copyright © 2024 KNOBS S.r.l. All rights reserved

Copyright © 2024 KNOBS S.r.l. All rights reserved