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Noah City User Agreement

Date effective: 01.11.2019 - Last updated: 05.05.2020.

GENERAL

This is an agreement between NOAH ARK TECHNOLOGIES LIMITED ("we", "us", "Company" or "our") and you (together with us, the “Parties” and each a “Party”). By using any Noah City service, whether through https://noahcity.org/, any associated website, or mobile application, you agree that you have read, understood, and accepted all of the terms and conditions contained herein (the “User Agreement”, "Agreement"), as well as our Privacy Policy and Cookie Policy.

By browsing the Noah City website located at https://noahcity.org/ (the Website), you agree to be bound by this Agreement.

The Website is owned by NOAH ARK TECHNOLOGIES LIMITED, a Hong Kong limited company incorporated on 8 February 2018 with the registered address at SUITE 1001, 10TH FLOOR CAR PO COMMERCIAL BUILDING 18-20 LYNDHURST TERRACE, CENTRAL HONG KONG certificate no. 68953811-000-02-18-1.

By using this Website and entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Cookie Policy, and the Privacy Policy, as amended from time to time.

DEFINITIONS

"Noah City" ("Project") - a club of like-minded individuals (also called a "State", a "City") built on the foundational principles of blockchain technology — democracy, distribution and decentralization of power, making decisions through consensus, and autonomous digital governance;

"Citizen" - a member of the Noah City holding its Passport;

"Passport" - an entry-pass into the Noah City club, an identification of the Noah City citizenship; a combination of an official paper document with advanced eight-level protection technology and a personal account with inbuilt Digital Passport protected by blockchain;

"User" - any individual browsing the https://noahcity.org/ website.

"Website", "this website", "Site" - the https://noahcity.org/ website, as well as any related webpages and websites owned by NOAH ARK TECHNOLOGIES LIMITED or its partners responsible for the operation and maintenance of the blockchain platform.

ABOUT NOAH CITY

Noah City is a club of like-minded individuals creating an autonomous decentralized state operating on blockchain that can be accessed at the https://noahcity.org/ website. It has features typical of sovereign states like democratic decision-making, commerce, and education, yet lacks such common shortcomings as corruption, abuse of power, or taxation of citizens. Instead, Noah City pays its citizens a portion of its income in the form of utility tokens that can be used within the ecosystem to vote, pay for goods, services, and entertainment. Noah City is an entire complex ecosystem comprising transparent democracy and decentralized economy.

Noah City is owned by NOAH ARK TECHNOLOGIES LIMITED, a Hong Kong limited company incorporated on 8 February 2018 with the registered address at SUITE 1001, 10TH FLOOR CAR PO COMMERCIAL BUILDING 18-20 LYNDHURST TERRACE, CENTRAL HONG KONG certificate no. 68953811-000-02-18-1.

Noah City uses cryptocurrency as the basis for its economy.

OUR PHILOSOPHY

Noah City is founded on the principles of meritocracy, democracy, power distribution, decentralization, consensus decision making, fair governance, free markets, security, and digital autonomy.

The Noah ecosystem is open to anyone who wants to use their skills to benefit the community. If you provide unique skills and knowledge within the Noah ecosystem, you will be rewarded for service within and outside the community. Citizens can take on the basic roles they want, such as commerce, education and creation, which can add value to the ecosystem.

Citizens can join guilds and work together as a team to achieve common goals. You can find a group of like-minded people and work together to complete an exciting project, which can come with rewards, bonuses, and awareness. Citizens who have gained greater fame will be given the opportunity to advance their careers in proportion to the guild master, department heads, ambassadors and ministers.

Noah City is an open ecosystem that allows and encourages its citizens to either focus on their skills and craft or gives them the opportunity to learn new ones and grow along with the community. By dedicating their skills, time, and knowledge to the development and growth of the ecosystem, citizens will be able to achieve great personality and achieve great projects. The ecosystem is built to reward those who have contributed to its growth. Thanks to a healthy competition environment with other citizens and guilds, individuals and teams can run up their social status and get paid. Ultimately, the entire ecosystem benefits from individual or team success.

NOAH CITIZENSHIP

Noah Citizenship is a privilege granted only to those who adhere to the Noah City philosophy and obtain the Noah Passport. Users agree that by willing to be admitted as Noah City citizens they are bargaining for the opportunity to be admitted to an ever-developing decentralized ecosystem composed of active and modern citizens.

There are five categories of Noah City citizenship varying in scope of rights and the entering Passport price (in ascending order):

  1.  Standard;
  2.  Patriot;
  3.  Privilege;
  4.  Congressman;
  5.  Senator.

The rights of the respective citizen categories are described on the Website (https://noahcity.org/passport).

Please, note that the purchase of the citizenship status is non refundable.

NOAH PAYMENT CARD

Noah City Users are enabled to obtain and use a stored value (prepaid) Noah Payment Card ("Card"). Noah Payment Card enables the use of cryptocurrencies for making instant payments in the real world or on the internet, as well as for conversion into fiat. The Card services are provided on the Embily platform accessible at https://embily.com/ ("Embily") and operated by our partners, B-I-G.PRO PTE. LTD. We are the exclusive partners of B-I-G.PRO PTE. LTD. in Japan distributing the Embily cards and supporting them on the Japanese market. As the exclusive distributors, we are authorized to set the prices for the Embily cards distributed/ procured by us on the Japanese market. In case of any discrepancy, the prices for Embily cards shown on the Noah City Website and other websites of the Noah Project shall govern.

The Card can be topped up with cryptocurrencies, which are automatically converted into the United States Dollar (USD) upon payment/ withdrawal at the exchange rates set by B-I-G.PRO PTE. LTD.

Noah Payment Cards are available in three categories:

  1.  VIP Member Card,
  2.  Premium (Limited) Card,
  3.  Executive Card.

The detailed terms of service and prices of the three types of cards are available on our Website.

VIP Member Cards are available to all Citizens at no additional charge as a compliment. Citizens may at their discretion purchase a Premium (Limited) Card and one or several additional VIP Member Cards. All other Users who are not Citizens have the right to purchase a VIP Member or a Premium (Limited) Card.

Executive cards are granted as a compliment to the hardest-working members and supporters of the Noah community, as determined by and at the sole discretion of the Company. Some of the actions contributing to the Noah Project that are rewarded by the Company and may result in granting the Executive Card to the community members exercising them include: attracting new Citizens via a referral code, help in organizing Noah meetups, owning meetups dedicated to the Noah project, and making posts promoting the Noah project on social media.

In case of need, Cards can be replaced at your request. Additional charges apply to both Citizens and non-citizens.

A Card can be obtained either directly from our Website or by making a request on Telegram. Alternatively, one can order a Card via the Noah Custodian Wallet.

NOAH PAYMENT CARD ACTIVATION

The Card will be sent to Users by mail and will need to be activated on the https://embily.com/ website or in the Embily mobile application by the User upon reception.

To obtain the Active status and to be able to use the full scope of advantages of the Card, Card holders will need to pass the KYC process organized by our partners.

Detailed instructions for the Card activation will be sent to Users together with the physical Card. The conditions for Card activation may be revised by B-I-G.PRO PTE. LTD. at their discretion at any time. Card holders are bound by the rules and conditions effective at any given moment.

NOAH PAYMENT CARD LIMITATIONS OF RESPONSIBILITY

NOAH ARK TECHNOLOGIES LIMITED assists in the use of Noah Payment Card services by Noah City Users and Citizens. The Card services are provided by our partners, B-I-G.PRO PTE. LTD. NOAH ARK TECHNOLOGIES LIMITED shall not be responsible for the availability or security of the funds on Card Accounts or for the Card services. Any inquiries or claims as to the Card services or the Card Accounts should be addressed to the actual service providers stated above.

The value available in the Card Account is limited to the funds deposited into the Card Account or onto the Card on the User's behalf. The funds in the Card Account associated with a Card are not held on the Card. They are pooled with funds of other Embily cardholders and held by Embily in an account with the Issuer and held for the benefit of the Card User. Embily holds the funds in trust for the Card Users and is an agent solely with respect to the payment processing services it will provide for the Card. The Card is not a credit card. The Card is not for resale. Card Users will not receive any interest on their funds in the Card Account. The Card will remain the property of the Issuer and must be surrendered upon demand. The Card is non transferable and may be canceled, repossessed, or revoked at any time without prior notice subject to Applicable Law. The Card is not designed for business use and may be closed if being used for business purposes. Embily may refuse to process any transaction that is believed to violate the Terms of the Applicable Law at Embily's discretion.

Card Users are solely responsible for keeping information related to their Cards secure.

Card Users are responsible for all authorized transactions initiated and fees incurred by use of their Cards. If a person other than the Card User is permitted by the Card User to gain access to their Card or Card number, it will be treated as if the Card User has authorized such use and the Card User will be liable for all transactions and fees incurred by those persons.

By holding a Noah Payment Card a User/Citizen agrees to the Terms and Conditions of our partner Card Service providers. In case of any discrepancy, the present User Agreement will govern.

REVISION

We may unilaterally revise this User Agreement without notice at any time. Revised User Agreement will apply to the use of this website from the date of the publication of the revised User Agreement on this website.

Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement. Our failure or delay in enforcing or partially enforcing any provision of this User Agreement shall not be construed as a waiver of any of our rights.

COMPLIANCE WITH APPLICABLE LAW

Your relationship with us and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (Applicable laws and Regulations). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.

ACCESSING THE SERVICES

Limited Licence

We grant you a limited, nonexclusive, non-transferable licence to access and use the Services and the Site solely in accordance with the terms of this Agreement.

Credentials

You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Noah Blockchain Wallet shall not be held responsible (and you shall not hold us responsible) for any unauthorised access to the Services or any resulting harm you may suffer.

Compliance

Your access to one or more Services may be contingent upon satisfaction of our onboarding processes, which may include verification of your identity and source of funds, and additional information we may request from time to time. The information we request may include, without limitation, personally identifiable information such as network address, name, email, address, telephone number, date of birth, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. In providing this information to us you represent that it is accurate and agree to update your Account information promptly, but in no event later than 14 days following any change in your information. Failure to provide information or update it promptly may result in Services or funds being unavailable to you.

Communications

Any and all communications from the Company may be provided to you via electronic mail at the address you provided when accessing the Services. We shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of Services so long as such notice is provided to such email address. We may also communicate with you through other methods, including instant messaging or chat applications either operated by us or a third party.

Termination

We may close, terminate, enable or disable any or all of the Services or your access to the Services at any time and for any reason, including, but not limited to cases of your violation of communication rules on the Project's official media channels, chats, and messengers; deliberate or negligent harm to the reputation of the Company, the software, the website, or the Project in general.

INTELLECTUAL PROPERTY

This website contains intellectual property which is owned by or licensed to us. It includes, but is not limited to, the design, layout, overall appearance, graphics, and texts. Their reproduction without our prior written consent is prohibited.

Unless otherwise stated, NOAH ARK TECHNOLOGIES LIMITED and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages or content from the website for your own personal use, subject to the restrictions set out below and elsewhere in this User Agreement.

Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Our Website is also protected under international copyright laws. The copying, redistribution, use or publication by you of any portion of our Website is strictly prohibited. Your use of our Website does not grant you ownership rights of any kind in our Website.

Without our prior written consent, you must not:

  • Republish any materials from our website
  • Sell, rent or license the materials from the website
  • Show any material from the website in public
  • Reproduce, duplicate, copy or otherwise exploit material on this website for commercial purposes
  • Edit or otherwise modify any material on the website
  • Redistribute material from this website

UNLAWFUL USE

You may not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You may not use this website to copy, store, host, transmit, send, use, publish or distribute any material which is linked to any malicious computer software.

You must not use this website for any purposes related to marketing without the express prior written consent of NOAH ARK TECHNOLOGIES LIMITED and/ or its partners responsible for the content of its websites.

You are prohibited from committing/ authorizing any kinds of actions inflicting or capable of inflicting or otherwise causing monetary, reputational (including on social media or messaging services), or other harm or damage to the Company. In such a case, your Account might be terminated upon the decision of the Company or its partners responsible for the functioning of the Platform. In such a case, your funds might be frozen, blocked, or returned upon calculation or conversion by the Company and/ or its aforementioned partners. You agree in advance to any such calculation or conversion and waive any rights to appeal. We reserve the right to rectify our standing (including by deletion of any damaging publications) and resort to legal action against perpetrators.

You are specifically restricted from all of the following:

  1. publishing any Website material, including screenshots in any other media, including messengers, without our express permission;
  2. selling, sublicensing and/or otherwise commercializing any Website material;
  3. publicly performing and/or showing any Website material;
  4. using this Website in any way that is or may be damaging to this Website;
  5. using this Website in any way that impacts user access to this Website;
  6. using this Website contrary to the Applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
  7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website.

Certain areas of this Website are restricted from being accessed by you, and we may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

Suspension or Termination

You agree and understand that in cases specified in this Agreement (including, but not limited to cases of your violation of the obligations specified in this Agreement, for instance when we believe your actions are harming the reputation of the Project, the Company, or the Website in any way) we have the right to suspend or permanently restrict your access to our Services.

Your Obligations

You agree and understand that we reserve the right to introduce, change, modify, or increase our service fees unilaterally and at any time.

You agree to indemnify and hold us and our affiliates harmless, pursuant to the Indemnities section of the User Agreement, from and against any and all losses, claims, or liabilities (including reasonable fees and expenses of counsel) incurred by or asserted against us by reason of, or in connection with, any action or inaction by you, or otherwise arising out of your performance hereunder. This indemnity shall be a continuing obligation of you and your successors and assigns, notwithstanding the termination of the services provided under this Agreement.

Representations, Warranties, and Covenants

You hereby represent and warrant, which representations and warranties shall be continuing and shall be deemed to be reaffirmed each time you initiate a Withdrawal Request or Deliver a Supported Digital Asset to your Account, that:

If you represent a legal entity, said legal entity is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

You have the power to enter into this Agreement and to perform your obligations under this Agreement;

Performance of this Agreement does not violate or conflict with any law, judgment, order, regulation, or contractual obligation applicable to or binding on you;

To the best of your knowledge, all required governmental and other consents that are required to have been obtained by you with respect to this Agreement and are in full force and effect and all conditions of any such consents have been complied with;

Your obligations under this Agreement constitute your legal, valid, and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

You are in compliance with all Applicable Laws and Regulations, and have obtained all regulatory licenses, approvals and consents as applicable; without limiting the generality of the foregoing, you will not use the services provided by us hereunder in any manner that is, or would result in, a violation of any Applicable Laws and Regulations;

You agree and certify that you are not a citizen or permanent resident of the following countries: United States of America, North Korea, or Iran.

We hereby represent and warrant, which representations and warranties shall be continuing and shall be deemed to be reaffirmed each time we process a Withdraw Request, that:
We are duly organized and validly existing under the laws of the jurisdiction of our organization or incorporation and, if relevant under such laws, in good standing;

We have taken all necessary action to perform our obligations under this Agreement;

Such performance of our obligations under this Agreement does not violate or conflict with any existing law, judgment, order, regulation, or contractual restriction applicable to or binding on us;

Our obligations under this Agreement constitute our legal, valid, and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

INTELLECTUAL PROPERTY

Your use of the Services requires you to bear risks for which we cannot be held responsible. We list some, but not all of these risks below:

Any contributions made to Noah City by users are fully voluntary and given in consideration for the chance to participate in the unique decentralized community project that is Noah City. Noah City's contractual obligations towards the user are fulfilled at the moment of the granting of a Noah City Passport.

Citizens undertake to donate any contributions to the Noah City project at their own risk. Noah City is under no obligation to return any contributions in any form (monetary, intangible, etc.) to its citizens under any circumstances, including but not limited to the cases of:

  1. citizen's voluntary withdrawal from the project;
  2. citizen's violation of the Project's rules as set out in this Agreement;
  3. alteration of this User Agreement;
  4. any changes in the Noah City Project, including the changes in its management;
  5. any circumstances not in the Project's control, including but not limited to cyber attacks.

The tokens distributed on the Noah City platform should be regarded as utility tokens only capable of being used within the ecosystem, and not securities.

Any reference to "investment" (the use of terms like ROI, etc.) with regard to the contributions made to Noah City should be regarded as figurative speech (meaning the opportunity for Citizens to benefit in commodities and assets strictly within the Noah City ecosystem). In no way are such activities financial operations.

From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. We bear no responsibility for the contents of the linked websites. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. We have no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.

NOAH ARK TECHNOLOGIES LIMITED will not be liable (whether under the law of contract, the law of torts or otherwise) in relation to the contents of or otherwise in connection with this website:

  • For any indirect, special or consequential loss
  • For any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

OTHER PARTIES

You agree that the limitations of warranties and liability set out in this website disclaimer will protect NOAH ARK TECHNOLOGIES LIMITED's officers, employees, agents, subsidiaries, successors, assigns, contractors and sub-contractors as well as NOAH ARK TECHNOLOGIES LIMITED and its partners, including those responsible for the functioning of the platform.

BREACHES OF THIS USER AGREEMENT

Without prejudice to NOAH ARK TECHNOLOGIES LIMITED's other rights under this User Agreement, if you breach this User Agreement in any way, NOAH ARK TECHNOLOGIES LIMITED may take such action as NOAH ARK TECHNOLOGIES LIMITED deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

ASSIGNMENT

NOAH ARK TECHNOLOGIES LIMITED may transfer, sub-contract or otherwise deal with NOAH ARK TECHNOLOGIES LIMITED’s rights and/or obligations under this User Agreement without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under this User Agreement.

SEVERABILITY

If a provision of this User Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the agreement will continue in effect.

ENTIRE AGREEMENT

This User Agreement constitutes an entire agreement between you and NOAH ARK TECHNOLOGIES LIMITED in relation to your use of this website, and supersedes all previous agreements with respect to your use of this website.

GOVERNING LAW AND DISPUTE RESOLUTION

Any dispute arising out of or in connection with this User Agreement, including any question regarding its existence, validity or termination, shall be resolved by written negotiations. Should the dispute not be resolved by lapse of a 3-month period since the receipt by the Company of any such communication, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Seychelles.

CONTACT US

Should you have any ideas or concerns, please do not hesitate to contact us at [email protected] or on Telegram (https://t.me/noahproject).