Updated 6 September 2026
These Terms & Conditions constitute a legally binding agreement between any User of the Services ("you") and Intents Technology Ltd. ("Intents Technology", "we," "us," and "our"), the provider of the Services. If you access or use the Services for or on behalf of an entity or another person, references to "you" include that entity or person and you represent and warrant that you have authority to bind it to this Agreement. These Terms & Conditions, together with any documents or policies they expressly incorporate by reference (collectively, the "Agreement") govern your access to and use of the platform available at business.near.com (the “Platform” or “Business Platform”) and the business-facing software, features and services made available through it (each a “Service” and, collectively, the “Services”) (each person accessing or using the Services, a “User”, and collectively, the “Users”). The Business Platform provides user-interface and software tools that enable Users to interact with customer-governed smart contracts, blockchain-based protocols and third-party services using cryptocurrency or digital asset wallets. NEAR Intents is an intent-based system: you express an “intent” (an instruction specifying a desired transaction outcome, such as swapping or bridging digital assets), which may be fulfilled by independent third-party solvers and related routing, bridging, and settlement infrastructure. The Business Platform may facilitate access to the 1ClickSwap Service (“1CS”), bridge software, the Protocol and Third Party Services, as described below.
These Terms govern only your access to and use of the Services through the Business Platform. They do not govern direct or standalone use of near.com, the 1ClickSwap API, the Solver Bus API, the PoA Bridge or any relevant smart contract outside the Business Platform. Transactions initiated through the Business Platform that use 1CS or the PoA Bridge form part of the Services for the purposes of this Agreement. Direct or standalone access to those components is governed by the separate terms applicable to that access.
Acceptance of Terms and Conditions
By using the Services, creating a Business Workspace, accessing the Content (as defined below) or otherwise interacting with the Services, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not accept this Agreement, you must stop accessing and using the Services and the Business Platform. We may amend this Agreement from time to time. We will give reasonable advance notice of a material change where practicable, including by posting the updated Agreement on the Business Platform, sending an email to an address you have provided or giving an in-Service notification. Advance notice may not be possible where an immediate change is reasonably necessary for legal, regulatory, security or technical reasons. The current version is available at business.near.com/terms-of-use, and the date shown above identifies when it was last updated. Our Privacy Policy at https://business.near.com/privacy-policy forms part of this Agreement. An updated Agreement applies to your use of the Services from its effective date. If you do not agree to an update, you must stop using the Services before that date; continued use on or after that date constitutes acceptance.
Supplemental Terms
Intents Technology may publish or otherwise make available additional terms that apply to a particular product, asset, feature, service or programme ("Supplemental Terms"). Supplemental Terms form part of this Agreement in respect of the Customer's access to or use of the product, asset, feature, service or programme to which they relate, and apply from the date stated in them. Unless the Supplemental Terms state otherwise, they control to the extent of any conflict with the remainder of this Agreement. Continued use of the relevant product, asset, feature, service or programme after Supplemental Terms are published or presented constitutes acceptance of them. Intents Technology may amend Supplemental Terms in the same manner as this Agreement.
In this Agreement, the following terms have the following meanings:
“1Click Service” or “1CS”: the backend routing and settlement service through which Intents may be routed and settled using the Protocol when accessed through the Business Platform.
“Authorized User”: an individual authorised by a Customer to access or use the Customer’s Business Workspace or act in relation to the Customer’s Treasury Contract. A wallet, passkey or other credential used by that individual is a means of authentication and is not itself an Authorized User.
“Bulk Transfer”: a group of transfers to multiple recipients initiated through the bulk transfer functionality of the Business Platform.
“Bulk Transfer Contract”: a smart contract configured for a Treasury Contract and used to hold and process digital assets approved for a Bulk Transfer.
“Business Workspace”: the shared workspace in the Business Platform through which a Customer and its Authorized Users access and administer one or more Treasury Contracts and related Services. An Authorized User may have access to more than one Business Workspace, and this Agreement applies separately in respect of each Customer and each Treasury Contract accessed. A Business Workspace is a shared interface and organisational record only. It is not a wallet or smart contract, does not hold digital assets and does not represent a claim against Intents Technology.
“Confidential Information”: non-public information disclosed by or on behalf of one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer Confidential Information. Confidential Information does not include information that the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information.
“Customer Data”: data, content and information submitted to, stored in or generated for a Customer through a Business Workspace, including organisation and member information, wallet addresses, roles, address-book entries, transaction notes, Proposal descriptions, uploaded files, quote information, receipts and support communications and, if AI Features are expressly made available, AI inputs and outputs. Customer Data excludes data that is public on a blockchain through the Customer’s use of the Services and aggregated or de-identified data that cannot reasonably identify the Customer, an Authorized User or another person.
“Confidential Intents Protocol”: the smart contracts deployed on the NEAR Private Shard which enable users to post, match and settle confidential Intents, to be executed by the Solver Network. The Confidential Intents Protocol is not operated or controlled by Intents Technology.
“Customer”: the individual or entity for which a Business Workspace is created or operated and whose treasury is administered through the Services.
“Governance Rules”: the members, roles, permissions, voting thresholds, quorum and other governance settings recorded in or applicable to a Treasury Contract.
“Intent”: a User’s declarative instruction, expressed in a standardized format recognized by the Protocol, that specifies the desired outcome of a transaction or series of transactions without prescribing the method of execution. An Intent may include parameters such as asset type, quantity, timing, or other conditions, and is designed to be fulfilled by one or more Solvers through on-chain settlement.
“Intents Protocol”: the smart contracts deployed on NEAR Protocol, including intents.near, which enable users to post, match and settle Intents, to be executed by the Solver Network. The Intents Protocol is not operated or controlled by Intents Technology.
“MPC Service”: the NEAR multi-party computation signing infrastructure or related service configured so that a Treasury Contract may request a signature after the applicable Governance Rules have been satisfied.
“NEAR Private Shard”: the blockchain, being a fork of NEAR Protocol, which operates to provide a restricted-visibility execution environment for confidential Intents and the Confidential Intents Protocol, or such other name as may be designated from time to time.
“Proposal”: a proposed transaction, configuration change or other action submitted to a Treasury Contract for approval under the Governance Rules.
“Protocol”: together, the Intents Protocol and the Confidential Intents Protocol. The Protocol does not include the Business Platform, 1CS, any bridge, or any other integration or component outside those protocols.
“Restricted Jurisdiction”: a country, territory or region subject to comprehensive sanctions or other legal restrictions that prohibit or materially restrict provision of the Services, or that Intents Technology designates in a published access or compliance policy on the basis of applicable law, regulatory guidance, or the Company’s risk assessment.
“Restricted Person”: a person, entity or wallet address that is (a) listed on, or directly or indirectly owned 50 per cent or more in the aggregate or controlled by one or more persons listed on, a sanctions or restricted-party list maintained by a Sanctions Authority; (b) subject to an applicable asset freeze or transaction restriction; (c) located, organized, incorporated or ordinarily resident in a Restricted Jurisdiction; or (d) otherwise a person or entity with whom Intents Technology, a relevant Affiliate, Customer or Authorized User is prohibited or restricted from dealing under applicable law.
“Sanctions Authority”: the United Nations Security Council; the government and competent authorities of the British Virgin Islands; the United Kingdom, including HM Treasury and OFSI, the United States (including OFAC), the European Union and its member states, and any other governmental, regulatory or sanctions authority whose laws, regulations or measures apply to Intents Technology, a relevant Affiliate, the Services, a Customer, an Authorized User or a relevant transaction.
“Solver”: any third-party service, software agent, algorithmic or artificial intelligence– assisted system, or human-operated entity that, within the Solver Network and Protocol, receives an Intent and translates such Intent into one or more executable on-chain transactions. A Solver is responsible for determining the method of execution, including sourcing liquidity, routing, or composing multiple actions, and for submitting the resulting transaction(s) for settlement on the applicable blockchain via the Solver Bus API. Solvers may operate autonomously or under human supervision and may be compensated or rewarded for successful fulfillment of such intent.
“Solver Bus API”: a communication layer connecting Solvers to the Protocol.
"Solver Network": the collective noun for independent Solvers, whether software-based, algorithmic, artificial intelligence–assisted systems, or human-operated entities that participate within the Protocol to receive, compete for, and fulfill Intents. The Solver Network functions as a marketplace of execution services, where Solvers may operate autonomously or under human supervision and are compensated or rewarded for the successful settlement of Intents on the applicable blockchain.
“Treasury Contract”: the SputnikDAO smart contract, or any successor customer-governed smart contract, deployed on the public NEAR blockchain and configured for a Customer through the Services.
“User”: any person accessing or using the Services, including a Customer or an Authorized User, as the context requires.
Business Workspaces, Customer Authority and Authorized Users
You may use the Services as an individual or for or on behalf of an entity or another person. You may use the Services only in relation to digital assets that you own or are lawfully authorised to access, manage, transfer or otherwise control. If you act for another person, including a client, investor, fund, affiliate, trust, partnership or beneficial owner, you represent, warrant and covenant that you have and will maintain every authority, mandate, licence, registration, consent and disclosure required for that activity and that your use of the Services complies with applicable law.
The Services are general-purpose, use-case-agnostic software. Intents Technology does not select, originate, approve or monitor the Customer's business, its underlying activities or obligations, its counterparties, or the purposes for which digital assets are held, managed or transferred, and is not required to investigate or determine the legal or regulatory characterisation of any such matter. The availability of functionality, technical access, screening or absence of intervention does not constitute approval, endorsement, verification or an assumption of responsibility by Intents Technology. Nothing in this paragraph limits Intents Technology's rights to monitor use of, or restrict, suspend or terminate access to, the Services under this Agreement.
As between the Customer and Intents Technology, the Customer remains solely responsible and liable for its use cases, business and underlying activities, transactions, counterparties and obligations and for determining whether they are lawful and appropriately structured. The Customer is also solely responsible for any fiduciary, trust, safeguarding, segregation, client-money, recordkeeping, reporting, disclosure, tax, accounting, anti-money laundering, sanctions or other duty that applies to it or to digital assets it manages. The Services do not determine whether the Customer is authorised or regulated to act for another person and do not satisfy any legal or regulatory obligation that applies to the Customer.
The Customer is responsible for selecting, verifying, appointing, supervising and removing its Authorized Users; assigning roles and permissions; establishing internal approval procedures; and ensuring that each Authorized User complies with this Agreement and the Customer's internal authority. An action validly approved or performed using an Authorized User's wallet, credential or role will be treated by the Services as authorised by the Customer, whether or not it complied with the Customer's separate internal policies.
The Services are general-purpose software. Intents Technology does not represent that the Services satisfy any Customer-specific security, operational resilience, outsourcing, asset-safeguarding, audit, accounting, tax, regulatory, risk-management, business-continuity or record-retention requirement.
Wallet Security, Recovery Phrases and Passkeys
You retain and are solely responsible for the control of your wallets, Recovery Phrase, and Passkeys when using the Services. This means that you are solely responsible for the retention and security of your recovery or seed phrase(s) for any cryptocurrency wallets (CWs) you connect to the Platform for the purposes of using the Services or any recovery key you create for your CWs (in each case, a "Recovery Phrase"), as well as your unique digital or hardware credentials (for example, iCloud and Google Passkeys and hardware authentication devices such as Yubikeys) that are tied to your CWs ("Passkeys"). Your Recovery Phrase and/or Passkeys are the only way to access the cryptocurrency associated with your CW. Anyone that has access to your Recovery Phrase and/or Passkeys can access your cryptocurrency. Intents Technology does not offer CWs or CW software to customers. You are solely responsible for obtaining a CW with which you can connect to the Platform for the purposes of using the Services. Intents Technology does not have control over third-party CW software providers’ content or their products and does not warrant or endorse, and is not responsible for the availability or legitimacy of, any CW.
IF YOU SHARE YOUR RECOVERY PHRASE OR YOUR PASSKEYS WITH A THIRD PARTY, IF YOUR RECOVERY PHRASE OR PASSKEYS ARE COMPROMISED, OR IF YOU SUSPECT YOUR RECOVERY PHRASE OR PASSKEYS ARE COMPROMISED, YOU SHOULD IMMEDIATELY MOVE YOUR ASSETS INTO A NEW, UNCOMPROMISED WALLET. IF YOU LOSE YOUR RECOVERY PHRASE AND/OR PASSKEYS TO ANY WALLET, YOU WILL NOT BE ABLE TO ACCESS YOUR CRYPTOCURRENCY IN THAT WALLET. YOU ACKNOWLEDGE THAT INTENTS TECHNOLOGY DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR RECOVERY PHRASE AND/OR PASSKEYS. YOU AGREE TO HOLD INTENTS TECHNOLOGY AND ITS CORPORATE AFFILIATES (“AFFILIATES”) HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR RECOVERY PHRASE AND/OR PASSKEYS. YOU AGREE THAT INTENTS TECHNOLOGY AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR RECOVERY PHRASE AND/OR PASSKEYS AND CANNOT ACCESS YOUR CRYPTOCURRENCY.
For a Business Workspace, each Authorized User is solely responsible for the security and continued availability of its wallet, keys, passkeys and credentials. If enough Authorized Users lose access to fall below an applicable approval threshold, digital assets may become inaccessible. If enough Authorized Users collude or are compromised to meet the threshold, they may transfer or otherwise affect the Customer's digital assets or change the Governance Rules. Intents Technology cannot restore access, reverse an approved action or protect the Customer against those outcomes.
Treasury Governance and Control
The Business Platform helps a Customer initialise and configure a Treasury Contract. The Treasury Contract records and enforces the Governance Rules, including members, roles, permissions, voting thresholds and quorum. Those rules and governance activity live on the public NEAR blockchain. Public governance data may include member wallet addresses, roles, policies, Proposal creators, quote hashes, votes and approval status; the governance flow is not intended to disclose the underlying recipient, amount or full quote. Once the approvals required by the Governance Rules have been obtained, the Treasury Contract may request the MPC Service to sign the relevant instruction. Intents Technology cannot, without those approvals, change the Governance Rules, change who may approve an action, cause the Treasury Contract to approve an action, or cause the MPC Service to sign through the configured Treasury Contract flow.
For a Business Workspace, the Services help configure an MPC signing authority and register it with the Confidential Intents Protocol. Customer balances are maintained through the Confidential Intents Protocol on the NEAR Private Shard and are not held in the Treasury Contract. For a payment, Bulk Transfer or swap, the Business Platform or its backend may obtain and temporarily store an unsigned confidential quote. The front end enables Authorized Users to create and approve a Proposal to sign the hash of that quote. Once the required approvals are obtained, the Treasury Contract requests the MPC signature, and the backend may combine the stored quote with the signature and submit the signed instruction to the confidential 1CS API for processing through the Confidential Intents Protocol.
The backend's role in obtaining, storing, assembling or submitting a quote is operational. The Business Platform and Treasury-governance backend do not themselves receive or hold Customer digital assets. Assets may be processed through the Protocol, 1CS, bridges, Bulk Transfer Contracts and other smart-contract infrastructure as described in this Agreement. That operational role does not authorise the transaction and is not designed to permit Intents Technology to bypass the Governance Rules. Without the approvals required by those Governance Rules, Intents Technology cannot use the Treasury Contract or its configured MPC signing flow to move or otherwise affect the Customer's confidential balances, change who may do so, or recover access if the Customer no longer has enough Authorized Users.
Treasury Contracts, the MPC Service, the Protocol and related smart contracts exist and operate on blockchain or other protocol infrastructure independently of the Business Platform. Intents Technology may provide or support convenient methods to interact with them but does not guarantee that the Business Platform or backend will remain available. The Customer is responsible for understanding its Governance Rules and maintaining the information, credentials and operational arrangements needed to use or recover its treasury.
The Treasury Contract is a customer-governed smart contract based on third-party open-source software that Intents Technology did not write and does not control. Intents Technology does not warrant that it is free from defects or vulnerabilities, has been audited, or will continue to be maintained or supported, and gives no assurance as to any administrative, upgrade or governance mechanism within it or the persons able to exercise one. The Customer is responsible for satisfying itself as to the contract it deploys and configures.
The MPC Service and the NEAR Private Shard are operated by parties other than Intents Technology. Intents Technology does not control them, does not guarantee their availability, continuity, performance or security, and is not liable for any act, omission, failure, delay, downtime, compromise or collusion affecting them. If either becomes unavailable or degraded, signing, settlement or confidentiality may be delayed, prevented or affected, and the Customer may be unable to transact until service is restored. Confidentiality also depends on the correct operation of the validators of the NEAR Private Shard.
Third Party Services and Environments
You can use the Services to access third-party services, such as decentralized exchanges, Solvers, lending protocols, social-media or messaging protocols and other services ("Third Party Services"), and to interact with them using your CW. Intents Technology does not control independent Third Party Services or their counterparties. Where Intents Technology makes a Third Party Service accessible through the Services, it does so as a matter of technical integration only, and that does not constitute an endorsement, recommendation, approval or assurance as to the Third Party Service, its operator, or its safety, performance, liquidity, solvency or regulatory status. For purposes of this Agreement, 1CS and the PoA Bridge are operated by Intents Technology or an Affiliate are not Third Party Services; other components in the same transaction route may be independently operated. We make Third Party Services accessible only as a convenience, do not control or endorse them and are not responsible for their availability, legitimacy, content, assets, products or services. Unless the Business Platform expressly states otherwise, you transact with the relevant third party, not Intents Technology or an Affiliate, and the third party’s own terms may apply.
Certain Third Party Services, such as Solvers, decentralized exchanges, decentralized matching engines, and decentralized lending protocols, may provide access to services and assets that have high risks of illiquidity, devaluation, lockup, or loss. Before you initiate any transaction with or through any Third Party Service, it is important for you to understand that you are transacting directly with a third party that is not affiliated with Intents Technology or any Intents Technology Affiliate. You should assume that we have not verified the safety or legitimacy of any Third Party Service, and have not reviewed (or approved of) the services it provides or any representations it has made. It is your responsibility to ensure that you fully understand the nature of the services being provided by any Third Party Service, including the financial risks that you may be exposed to as a result of using such Third Party Service.
Intents Technology enables you to interact with Third Party Services by signing and authorizing onchain transactions (each, an "Onchain Transaction") using your CW, including transactions that transfer digital assets between your CW and other wallet addresses. For certain Onchain Transactions that involve multiple signing steps, the Services may enable you to authorize the bulk signing of all such messages using an alternative key or signer that is under your sole control. Onchain Transactions that you sign using your CW or that you otherwise authorize cannot be reversed once they have been broadcast to the relevant digital asset network (although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators). Neither Intents Technology nor any other member of its corporate group makes any guarantee that an Onchain Transaction will be confirmed by the relevant digital asset network(s), and you agree to hold Intents Technology and its Affiliates harmless for any losses arising from such failure to execute correctly, timely, or as intended.
Third-Party Solvers
Solvers are independent third parties and Users of the Services. Intents Technology does not: guarantee optimal pricing or execution, assess Solvers’ reliability or security, or ensure or guarantee against losses from Solver errors, collusion, or malicious acts.
The Solver Network may include AI-driven, algorithmic-driven and human-operated Solvers. Solvers may exhibit limitations including algorithmic biases, unpredictable behaviors under certain conditions, or optimization approaches that prioritize different factors than you might expect. Intents Technology does not develop, control, or validate the decision-making processes of individual Solvers and assumes no responsibility for their performance or outcomes.
To the extent that you elect to conduct transactions in connection with the Business Platform, all transactions are conducted between the User publishing the Intent and the applicable Solver. Intents Technology is not a party to any transaction or any Intent. Intents Technology is not responsible for the quality, safety, accuracy, or any aspect of any transaction (regardless of whether such transaction is made available by the Business Platform).
Intents Technology reserves the right to permit, condition, or terminate any Solver’s access to the Services at any time, for any reason or no reason, with or without notice, in Intents Technology’s sole and absolute discretion.
Acknowledgement of Risk
THE FOLLOWING SECTION CONTAINS A DETAILED, THOUGH NOT EXHAUSTIVE, DISCLOSURE OF THE SIGNIFICANT RISKS ASSOCIATED WITH USING THE SERVICES. YOU ARE STRONGLY URGED TO READ AND UNDERSTAND THESE RISKS THOROUGHLY BEFORE USING THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. INTENTS TECHNOLOGY WILL NOT BE LIABLE FOR ANY LOSSES INCURRED AS A RESULT OF THESE RISKS.
You should carefully review, acknowledge, understand and assume the risks set forth in this Agreement as well as other risks associated with the Services, all of which could render your digital assets worthless or of little value. You acknowledge and agree that you are accessing the Services for yourself or, where applicable, for a Customer and any other person for whom the Customer is lawfully authorised to act. Digital assets can increase or decrease in value or become worthless. You acknowledge, understand, and agree that you may lose some or all of your digital assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding digital assets is suitable for you.
Intents Technology is not registered with the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission. You acknowledge that digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or similar bodies located in other jurisdictions.
You acknowledge, understand, and agree that in using the Services, you have sufficient knowledge to utilize the Services and to make sure that any such usage is accurate and intentional. You acknowledge and agree that Intents Technology may, in some cases, and in its sole discretion, take measures to block or suspend your access to the Services in its sole discretion.
You acknowledge, understand, and agree that digital assets may have no present or future value. Your use or transfer of digital assets is subject to all requirements imposed on such transactions, including any requirements to comply with applicable laws, rules, and regulations and any requirements to enter into additional terms and conditions. You acknowledge that use of digital assets, cryptocurrencies, and blockchain technology involve a high degree of risk. The use or accessing of digital assets may result in a loss of part or all of their value. Digital assets, and the blockchain technology on which they are based, are new and rapidly changing, and therefore may contain technical flaws and may be susceptible to malicious cyberattacks.
You acknowledge, understand, and agree that Intents Technology may cease supporting any type of digital assets on the Services in our sole discretion with or without notice. Intents Technology does not guarantee that orders will execute or that it will be able to fill any orders. There is a risk that you may experience losses due to the inability to sell or convert digital assets into a preferred alternative asset immediately or where conversion is possible but at a loss. Intents Technology is not responsible for any loss you may incur, directly or indirectly, in connection with Intents Technology’s decision not to support any type of digital assets. Neither Intents Technology nor any of Intents Technology’s affiliates assumes any responsibility in connection with any attempt to use your CW to store, receive or otherwise transact with any digital asset that is on a blockchain, smart contract, or network not supported by the Services.
You acknowledge, understand, and agree that (1) your use of the Services may have tax consequences for you; (2) you are solely responsible for compliance with your tax obligations; and (3) Intents Technology bears no liability or responsibility with respect to any tax consequences to you. Any fees generated or incurred through your use of the Services shall be your sole responsibility to track, quantify, and account for.
You acknowledge, understand, and agree that transactions in connection with the Services and your CW cannot be reversed. Once you send digital assets to a digital address or smart contract, there is a risk that you may lose access to such digital assets indefinitely. For example, a digital address may have been entered incorrectly, or a digital address may belong to a person or entity that will not return the digital assets to you. If you lose your private key for your CW, you may permanently lose access to your digital wallet if the private key has been backed up on paper and subsequently lost or stolen, or the private key has been hacked or stolen. Intents Technology cannot access your CW. You are responsible for any transactions executed by or involving your CW, regardless of whether you approved such transactions. For a Business Workspace, you are also responsible for transactions authorised by the Treasury Contract in accordance with its Governance Rules, whether or not the transaction complied with any separate internal policy, mandate or approval process.
Once an Onchain Transaction is submitted to a digital asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by the digital asset network. An Onchain Transaction is not complete while it is in a pending state. Pending Onchain Transactions that are initiated using a CW will reflect a pending transaction status and are not complete while the transaction is pending. Neither Intents Technology nor any of its Affiliates is liable for any losses you may incur as a result of issues with the relevant digital asset network (e.g., network outages or excessive network congestion) that causes any Onchain Transaction to remain in a pending state for an extended duration.
Save for the software and intellectual property used to provide the Services, Intents Technology does not own or control the underlying software protocols which govern the operation of digital assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Intents Technology assumes no responsibility for the operation of the underlying protocols and does not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules or applicable transaction histories, including but not limited to code changes which are commonly referred to as protocol "forks." Any such operating changes may materially affect the availability, value, functionality, and/or the name of the digital assets in your CW. Intents Technology does not control the timing and features of these operating changes.
You acknowledge and accept the risks of operating changes to digital assets and digital asset protocols and agree that Intents Technology is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules or Intents Technology’s decisions on which version of those digital assets to support on the platform, including, without limitation, the selection of one fork versus another.
Intents Technology does not verify, audit, or guarantee the accuracy, completeness, legitimacy, or safety of any Third Party Services, assets, liquidity sources, or transaction outcomes. Users are solely responsible for evaluating and accepting all risks associated with their interactions.
Eligibility and User Representations
The Services are intended solely for business and professional use by Users who meet the eligibility criteria in this Agreement. By accessing or using the Services, you represent, warrant and covenant, for yourself and, where applicable, for the Customer, that: (1) each individual User is at least 18 years old or the age of legal majority in their jurisdiction, whichever is greater; (2) the Customer is validly organised or otherwise lawfully constituted, and each User has authority to bind and act for it; (3) you have full power and authority to enter into and comply with this Agreement and, if acting for another person, to bind and act for that person; (4) you access and use the Services wholly or mainly for purposes relating to your trade, business, craft or profession, or those of the Customer, and not as a consumer; (5) neither you nor the Customer, nor any of their respective beneficial owners or controlling persons, is a Restricted Person or is located, organised, incorporated or ordinarily resident in a Restricted Jurisdiction; (6) you and the Customer comply with all applicable anti-money-laundering, counter-terrorist-financing and counter-proliferation-financing requirements; and (7) neither you nor the Customer will access the Services where previously prohibited from doing so, where any law prohibits it, or after access has been suspended or terminated.
Transaction Execution
The Services provide a user interface which allows you to access smart contracts which conduct transactions with digital assets. You represent and warrant that you understand the nature of these transactions. If you do not understand the nature of these transactions, you should immediately cease your use of the Services. Routing, matching, execution, and settlement may be performed by smart contracts, third-party service providers, and infrastructure that Intents Technology or its Affiliates operate or make available. Intents Technology does not act as a broker, dealer, agent, or counterparty in any transaction.
Transactions undertaken via the Services may be routed to or facilitated by Solvers, third-party matching engines, downstream aggregators, wallet interfaces, liquidity sources, and other third parties that participate in the Quoting Layers and the Execution Process described in the Quote and Execution Mechanics section below. Except for technology, interfaces, parameters, or contracts that Intents Technology itself operates or makes available, Intents Technology does not select, instruct, supervise, or control third-party Solvers, Quoting Layers, liquidity sources, and is not responsible for the price, speed, reliability, availability, or completion of any transaction routed through, matched by, fulfilled by, or settled by them. References in this Agreement to the “execution” or “fulfillment” of a transaction do not imply that Intents Technology has executed or fulfilled any transaction as principal, agent, broker, dealer, counterparty, fiduciary, adviser, or in any other regulated capacity. Intents Technology may make available API access programs, partner programs, or developer tools to which Solvers, integrators, or other developers may subscribe, including programs that require credentials, technical onboarding, identity verification, or commercial terms. Any such program is a technical and commercial program and does not constitute an endorsement, warranty, supervision, or vouching for any Solver’s conduct, performance, financial condition, or compliance.
Quote and Execution Mechanics
When the Services display price information for a proposed transaction, that information is indicative only unless the applicable interface expressly states otherwise. Such indicative price information is referred to in this Agreement as an “Indicative Quote.” You acknowledge, understand, and agree to each of the following.
Indicative Quotes are non-binding. An Indicative Quote is an estimate generated, ranked, transmitted, or displayed through Solvers, liquidity sources, Quoting Layers, and related routing systems at the time of the request, based on conditions known to those parties or systems at that moment. An Indicative Quote does not constitute an offer, commitment, reservation of liquidity, locked price, or guarantee by any Solver, liquidity source, third party, Quoting Layer, or Intents Technology that the proposed transaction will execute at the indicated price, at the indicated speed, by the indicated route, by the indicated Solver, or at all.
Indicative Quotes may be produced by multiple auction, routing, ranking, or selection processes. The generation, selection, routing, and display of an Indicative Quote may involve one or more layers (the “Quoting Layers”), which may include, without limitation, the wallet, application, or aggregator interface through which you access the Services, one or more downstream aggregators, the 1CS routing layer, and the Solver Network. Each Quoting Layer may apply its own ranking and selection criteria, which may include price, response latency, historical execution accuracy, fee structure, routing priority, available liquidity, commercial terms, and other factors. The Indicative Quote displayed to you may reflect the parameters, fees, incentives, and selection criteria of participating Quoting Layers.
Solvers and Quoting Layers compete for routing priority. Because Indicative Quotes are non-binding, Solvers, liquidity sources, aggregators, and intermediate Quoting Layers may have economic incentives to submit Indicative Quotes, response times, availability, or other parameters that appear more favorable than the price, timing, or liquidity that may ultimately be available in execution, in order to win routing priority for proposed transactions. You acknowledge, understand, and agree that an Indicative Quote may reflect optimistic indicative pricing, speed, availability, or routing assumptions submitted to win routing priority, and that those assumptions may differ materially from execution conditions. Intents Technology does not represent that any Indicative Quote is neutral, unbiased, firm, executable, reserved, or a price at which any Solver is willing or able to fulfill the transaction at the time of execution.
Execution is a separate process. Once you authorize a transaction and your assets are submitted into the relevant escrow, settlement, or transaction process, a separate execution process is undertaken (the “Execution Process”). The Execution Process may, and in ordinary operation is expected to, include one or more separate auctions, solicitations, routing steps, or matching processes among Solvers or liquidity sources after you authorize the transaction. The Indicative Quote is not reserved, locked, or carried forward as a binding fill obligation, except that it may be used as a reference point for calculating any applicable Slippage Tolerance (defined below). Your transaction may be fulfilled at a price different from the Indicative Quote, subject to any applicable Slippage Tolerance.
Settlement times may be material. The time interval between display of an Indicative Quote, authorization of a transaction, submission of assets, blockchain confirmation, completion of the Execution Process, and final settlement may be material, and in certain cases may extend to thirty (30) minutes, one (1) hour, or longer for transactions involving blockchains with longer confirmation times, including, without limitation, Bitcoin. The prevailing market price for the relevant assets may move materially in either direction during this interval. You bear the risk of unfavorable market and volatility movement during this interval up to any applicable Slippage Tolerance, and favorable movement may be subject to the Quote Improvement and Capture Share terms described in the Fees section.
Slippage Tolerance defines an operating range, not an execution price. Where a maximum tolerance for variance between the Indicative Quote and the price at which your transaction is filled is displayed, selected, accepted, or otherwise applied to your transaction (the “Slippage Tolerance”), the Slippage Tolerance defines the operating range within which the Execution Process may settle your transaction. The Slippage Tolerance is not a guarantee of any particular execution price, is not a representation that the Indicative Quote is the price at which your transaction will fill and is not a representation that the Execution Process will return the best available price within the Slippage Tolerance. The Execution Process may retry one or more times within the Slippage Tolerance before settling, and the prevailing market price during such retries may move in either direction.
Intents Technology does not undertake best execution. Except to the extent non-waivable applicable law requires otherwise, Intents Technology does not undertake to provide “best execution,” “best price,” fiduciary execution, advisory execution, or any equivalent standard with respect to any Indicative Quote or any transaction undertaken via the Services. Intents Technology makes no representation or warranty that any Indicative Quote is the best available indicative price, that any Execution Process will return the best available execution price, or that the Quoting Layers or Execution Process operate in a manner that maximizes value to you.
Intents Technology does not control third-party Solvers or Quoting Layers. Except for technology, interfaces, parameters, or contracts that Intents Technology itself operates or makes available, Intents Technology does not operate, control, oversee, or audit third-party Solvers, third-party Quoting Layers, or the criteria those parties apply. Intents Technology does not independently verify, and makes no representation or warranty regarding, the accuracy, reliability, completeness, or integrity of Indicative Quotes or other information supplied by third parties, the operation of any third-party Quoting Layer, the operation of any third-party component of the Execution Process, or the conduct of any Solver.
Release. To the maximum extent permitted by applicable law, you acknowledge, understand, and agree to release and hold harmless Intents Technology and its Affiliates from any losses, damages, or claims arising from or relating to: any difference between an Indicative Quote and the price at which your transaction is ultimately filled; the failure of any Solver, liquidity source, or Quoting Layer to honor, deliver, or replicate any Indicative Quote; any submission, ranking, routing, or selection behavior of any Solver or Quoting Layer in the production or display of Indicative Quotes; market or volatility movement during the Execution Process or any settlement interval; any retry of the Execution Process within the Slippage Tolerance; or Intents Technology’s lack of oversight or control over third-party Solvers, third-party Quoting Layers, or liquidity sources.
Payments and Bulk Transfers
The Services may enable the Customer to propose and approve transfers to near.com users, public blockchain addresses or other supported recipients. The Customer is solely responsible for the purpose, legality, amount, asset, recipient, destination and timing of each transfer and for any invoice, contract, employment, tax, reporting or other obligation connected with it. The Services do not verify that a recipient address belongs to the intended person or that a transfer discharges any underlying obligation. The transaction, quote and execution terms in this Agreement apply to payments and Bulk Transfers where relevant.
A Bulk Transfer may allow the Customer to approve multiple transfers through one governance process. After the required approval, the aggregate amount for the Bulk Transfer may be transferred from the Customer's confidential treasury balance to a Bulk Transfer Contract configured for, and administered by, the same Treasury Contract. The backend may temporarily store the underlying unsigned quotes and call or prompt the Bulk Transfer Contract to progress through signing and submission of the pre-approved quote hashes. Intents Technology cannot move, redirect or refund digital assets held in the Bulk Transfer Contract without the approvals required by the Customer's Governance Rules.
A Bulk Transfer may not be atomic. Some transfers may complete while others remain pending, expire, fail or require replacement quotes. If the Business Platform or backend is unavailable, loses a quote or cannot progress the Bulk Transfer, digital assets may remain in the Bulk Transfer Contract until the Customer's authorised signers use valid contract instructions to resume, replace or refund the transfer. Doing so requires direct interaction with the relevant smart contract and may require technical expertise, command-line tooling or other means not provided through the Business Platform. Intents Technology does not undertake to provide, and may be unable to provide, the assistance or documentation needed to do so, and recovery is not guaranteed.
Before approving a Bulk Transfer, each Authorized User must verify the complete recipient list, amounts, assets, networks and quote hashes and understand that approval may authorise the entire batch. The bulk transfer functionality is not a payroll, accounts-payable, money-remittance or managed payment service provided by Intents Technology. The Customer remains responsible for all underlying legal, compliance, tax, accounting and recipient-verification obligations.
Address Book, Transaction History and Exports
The Business Platform may allow Authorized Users to create and share labels and addresses. Address-book entries are Customer-provided data. Intents Technology does not verify the identity, ownership, authority, sanctions status, network compatibility or accuracy of any address. A saved entry may be altered, stale, compromised or entered incorrectly. The Customer must independently verify each destination before approval.
The Business Platform may display and allow exports of transaction, Proposal, balance and activity information derived from on-chain and off-chain sources, including transaction-history exports in CSV, Excel or JSON format and printable PDF payment receipts where made available. Displayed information, activity feeds, receipts and exports may be delayed, incomplete, duplicated, inaccurate or inconsistent with the authoritative blockchain state. They are convenience tools, not audited statements, tax records, legal confirmations or accounting advice. The Customer is responsible for independently reconciling and retaining its records.
Any activity feed, alert or notification is provided as a convenience only. Intents Technology is not responsible for notifying the Customer of activity affecting a Business Workspace, Treasury Contract, wallet or digital assets, or for identifying or flagging malicious transactions, addresses, tokens or other security threats. The Customer must monitor its own activity and independently verify each item before approving or relying on it.
Reversals & Cancellations
You cannot cancel, reverse, or change any transaction once it has been submitted to the relevant network.
Incorrect Transfers, Unsupported Assets, and No Recovery Obligation
You are solely responsible for verifying all transaction details before submitting, signing, authorizing, or funding any transaction, including wallet addresses, deposit addresses, refund addresses, recipient addresses, blockchain networks, token types, token standards, smart contracts, routing parameters, memo or tag information, destination metadata, deadlines, and compatibility with the Services. Transactions executed on blockchain networks are irreversible. Assets transferred to incorrect addresses, incompatible smart contracts, unsupported blockchain networks, unsupported token standards, expired deposit addresses, missing or incorrect memo or tag information, incorrect refund addresses, or otherwise submitted with incorrect transaction instructions may be permanently lost. Intents Technology has no obligation to recover, reimburse, compensate, or return any assets transferred in error or otherwise lost as a result of user mistake, unsupported assets, unsupported networks, or incorrect transaction instructions. In limited circumstances, Intents Technology or its Affiliates may, in their sole discretion, attempt to assist with asset recovery or operational remediation where technically feasible. Any such assistance is voluntary, best-efforts only, may be refused, may be subject to minimum value thresholds, verification, compliance review and/or freezing or blocking, and administrative or operational fees, and does not create any duty, continuing obligation, or expectation of recovery.
Without limiting the foregoing, Intents Technology will not consider a recovery request that it reasonably determines arises from User error where the USD value of the affected assets, as reasonably determined by Intents Technology at the time of the relevant transfer, was less than USD 300. Requests at or above this threshold remain entirely discretionary. Where Intents Technology elects to provide recovery assistance, it generally aims to complete the recovery process within 14 days after approving the request and receiving all required information. This target is indicative only, is subject to technical, legal and commercial feasibility, and does not constitute a commitment that recovery will be successful or completed within that timeframe.
Failed Execution, Deadlines, and Refunds
You acknowledge, understand, and agree that a quote may require you to transfer assets to a deposit address, deposit account, or other transaction destination before execution begins. If a swap is not completed, if a deposit is below the required amount, if a deposit is received after the applicable deadline, if a deposit address becomes inactive, if required memo or metadata is missing or incorrect, or if execution otherwise fails, the Services may attempt to return eligible assets to the refund address or refund account specified by you, subject to applicable network conditions, bridge availability, smart contract operation, refund fees, minimum amounts, compliance review and freezing and/or blocking, and technical feasibility. Intents Technology does not guarantee that any refund will be available, complete, timely, economically rational, or successful. You are solely responsible for providing a correct refund address and refund type.
Bridging and Cross-Chain Deposits
Depositing assets to, or withdrawing assets from, certain blockchains through the Services may require assets to be processed by one or more cross-chain bridge components. A route may use (a) a bridge or bridge component operated by Intents Technology or an Affiliate, including the PoA Bridge where applicable, and/or (b) an independently operated third-party bridge, including OmniBridge where applicable. The interface may not identify every infrastructure component in a route. Intents Technology is responsible only for a component that it actually operates and does not control an independently operated bridge. During bridging, assets may be locked, held, minted, burned or otherwise processed by the applicable smart contracts, validators or infrastructure participants. Where a bridge or bridge component is operated by Intents Technology or an Affiliate, including the PoA Bridge, assets may be held or controlled within that infrastructure, including by its validators or authorities, until the transfer completes.
Bridging involves additional risks, including (without limitation) processing delays, failed or partial transfers, smart contract failure, depegging of wrapped assets, and the permanent loss of assets sent to an incorrect deposit address, an unsupported network, or with missing or incorrect memo or metadata. Refunds, where available, are subject to the section titled “Failed Execution, Deadlines, and Refunds” above.
Derivatives and Leveraged Products
The Business Platform does not currently include derivative, margin or leveraged products. If Intents Technology introduces any such functionality, separate product terms, eligibility controls and risk disclosures will apply. A link or interface to an independently operated third-party product does not make that product part of the Services. Derivative and leveraged products may involve heightened risks, including leverage, liquidation, funding costs and loss of the entire position. Derivative and leveraged products are not available in all jurisdictions and may be restricted, prohibited, or unavailable to users located in, or accessing the Services from, certain locations. You are solely responsible for ensuring that your use of any such product is permitted under the laws applicable to you, and Intents Technology may restrict or block access to these products in any jurisdiction in its sole discretion.
Additional Products and Services
From time to time, Intents Technology may make available additional products, services, or features through the Services, which may include, without limitation: tokenised real-world assets, including commodity- or asset-referenced tokens; fiat on-ramp and off-ramp services; yield-bearing, staking, or “earn” products; lending or borrowing functionality; and peer-to-peer transfers. Intents Technology does not represent that any such product or service is, will be, or will remain available, and any such product or service may be added, modified, suspended, or withdrawn at any time. Where made available, a product or service may be offered by Intents Technology or by a Third Party Service, may not be available in all jurisdictions, and may be subject to additional terms, conditions, and disclosures presented to you at or before the time of use, which form part of this Agreement. Each such product or service carries risks in addition to those described elsewhere in this Agreement, which may include, depending on the product: the risk that a tokenised asset is not redeemable for, or does not maintain the value of, the asset it references, and risks relating to the issuer, custodian, or backing of that asset; risks relating to the conversion between digital assets and fiat currency, including reliance on third-party payment, banking, or money services providers; and the risk of partial or total loss of principal or anticipated yield in connection with yield-bearing, staking, lending, or borrowing products. You are solely responsible for determining whether any such product or service is suitable and lawful for you. Where any additional terms apply to a product or service, those additional terms control to the extent of any conflict with this Agreement, and may include their own fees, eligibility criteria, and disclosures; your continued use of the relevant product or service after such additional terms are presented constitutes your acceptance of them. Intents Technology may restrict, condition, suspend, or block access to any such product or service, in whole or in part, by jurisdiction or by eligibility, at any time and in its sole discretion. A reference in this Agreement to any yield-bearing, staking or earn product does not mean that the product is available through the Business Platform or the Confidential Intents Protocol; such functionality may be supported only if and when it is expressly made available.
Asset-Level Characteristics and Controls
Digital assets accessible through the Services are created and administered by third parties and may include characteristics or controls that affect whether they can be transferred or used, including administrative, minting, pausing, blocklisting, freezing or upgrade functions exercisable by the issuer or another party. The exercise of any such function may prevent a transfer, block an address or render an asset unusable, and Intents Technology cannot prevent, reverse or override it. Where an asset is a stablecoin or otherwise references another asset, it may lose its peg or reference value, and redemption, if available at all, is a matter for the issuer. Where an asset is wrapped, bridged or synthetic, it represents a claim on a bridge, custodian or issuer rather than on the underlying asset, and depends on that party's solvency and continued operation. Where staking or locking is involved, assets may be subject to lock-up periods, unbonding delays and reductions such as slashing. Intents Technology does not control, and is not liable for, any such characteristic, control or action taken by an issuer or other third party in respect of the Customer's assets. This is separate from any measure described under the section titled "Compliance with Legal Requests".
Off-Chain Data Collected/Retained
Users may interact with the Services through the Business Platform’s web interface and any replacement or additional interface that Intents Technology expressly makes available.
The interface is operated by or on behalf of Intents Technology and may collect off-chain data in a manner comparable to a conventional website. Where applicable, service providers may process that data on our behalf as processors, and other parties may process it in the roles identified in the applicable Privacy Policy or notice.
Off-chain logs and Business Workspace information are not publicly accessible merely because they are processed by the Business Platform. The categories of information the Business Platform collects or generates, the purposes for which it is used, the parties to whom it may be disclosed, and applicable retention periods, are set out in the Privacy Policy and, in respect of Customer Data processed on the Customer's behalf, the Data Processing Agreement. Intents Technology does not sell personal data.
Customer Data and Confidentiality
As between the parties, the Customer retains all right, title and interest in Customer Data. The Customer grants Intents Technology and its Affiliates a non-exclusive, worldwide licence to host, copy, transmit, process, display and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain and support the Services, comply with law, enforce this Agreement and act on the Customer’s documented instructions.
Intents Technology may use aggregated or de-identified information to operate, secure, analyse and improve the Services, provided that it does not reasonably identify the Customer, an Authorized User or another person. Intents Technology will not use identifiable Customer Data to train a general-purpose artificial-intelligence model unless the Customer has expressly agreed to that use in a separate, clear disclosure.
Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to perform or exercise rights under this Agreement. A recipient may disclose Confidential Information to its Affiliates, personnel, service providers, subprocessors and professional advisers who need to know it and are bound by confidentiality obligations, and where disclosure is permitted or required by law, regulation, court order or a competent authority, or as otherwise expressly permitted under this Agreement, including under the section titled “Compliance with Legal Requests”. Where legally permitted and reasonably practicable, the recipient will give advance notice of a compelled disclosure.
The Customer is responsible for ensuring that it has all rights, notices, consents and lawful bases required for Intents Technology to process Customer Data under this Agreement. Personal data is processed in accordance with the Privacy Policy and the Data Processing Agreement published at https://business.near.com/data, which forms part of this Agreement and governs the parties' roles, international transfers, subprocessors, security, retention and data-subject rights.
Following termination, Intents Technology will delete or return Customer Data within a commercially reasonable period where technically practicable, except to the extent retention is required or permitted for legal, regulatory, sanctions, security, fraud-prevention, backup, audit or dispute-management purposes. Blockchain records and data held by independent protocols or third parties may be immutable or outside Intents Technology’s control.
Market Manipulation
Use of the Services to carry out market manipulation is strictly prohibited. You agree that you will not engage in market manipulation of any kind through the Services. Market manipulation includes any and all actions taken by any market participant or a person acting in concert with a participant which are intended to (1) deceive, mislead, defraud, or improperly take advantage of other users or Intents Technology including but not limited to engaging in pump and dumps, trading with inside information, falsely promoting a digital asset to artificially inflate the price or volume, spoofing (placing fraudulent orders with no intent to execute trades thereby manipulating order books), churning, quote stuffing, spreading market rumors, front running, wash trading, or activities that serve no economic purpose; (2) control or manipulate the price or trading volume of any digital asset including but not limited to engaging in any trading activity which is designed to intentionally artificially increase the volume or price of any digital asset or any other activity that interferes with the fair operation of the markets; (3) engage in trading on the Platform while in possession of material non-public information concerning the subject digital asset; (4) aid, abet, enable, counsel, procure, finance, support, or endorse any of the above.
Fees
You agree to pay all fees associated with your use of the Services. Such fees are charged for access to and use of the interface and are independent of any underlying transaction execution performed by third-party protocols or services. Fees presented to you when using the Services may include, e.g., fees for using the Business Platform, fees for using 1CS, fees for using NEAR Intents, fees for accessing the NEAR protocol, fees for confidential transaction processing, fees charged by Third Party Services, deposit, withdrawal, and bridge fees, gas or contract execution fees, and slippage, and any other fee in relation to which notice of such fee is provided to you. The applicable interface displays the estimated resulting value, net of fees, applicable to potential transactions prior to execution. Your use of the Services may also incur fees for accessing Third Party Services for which you are solely responsible. Intents Technology makes no representation that the prices of digital assets transacted through the Services are the best prices. Intents Technology does not act as an intermediary in connection with any fees charged by Third-Party Service providers, which are charged to you directly by such Third Party Service providers. The fees applicable to your use of the Services, including the current fee types and amounts, are set out in our fee documentation available at https://docs.near-intents.org/resources/fees (the "Fee Schedule"). Those parts of the Fee Schedule that apply to the Business Platform form part of this Agreement and are expressly incorporated herein by reference; parts of that documentation that apply to other channels, integrations or products do not form part of this Agreement. The Fee Schedule may be updated from time to time, and the fees applicable to any transaction are those made available to you at or before the time you authorize that transaction.
Quote Improvement and Capture Share. Where the price at which your transaction is filled is more favorable to you than the Indicative Quote, the difference is referred to in this Agreement as “Quote Improvement.” The portion of Quote Improvement disclosed in the applicable fee documentation, transaction interface, or other disclosure made available by Intents Technology before or at the time of the transaction may be retained by or allocated to Intents Technology, the operator of the relevant Service, the relevant Solver, the relevant Quoting Layer, or any combination of the foregoing (the “Capture Share”). Unless otherwise disclosed by Intents Technology before or at the time of the transaction, the Capture Share applicable to transactions executed through 1CS and the Platform is set out in, and governed by, the Fee Schedule (currently fifty percent (50%) of the Quote Improvement). The Capture Share may be retained by or allocated to Intents Technology and applied by Intents Technology for its own account or for programs it supports, including, without limitation, operational costs, treasury, ecosystem development, or other token-related programs (which may, from time to time, include token buyback, burn, distribution, or similar programs and may or may not be implemented at any given time), which may create economic interests for Intents Technology, its Affiliates, or ecosystem participants that differ from your interest in receiving the full amount of any favorable execution variance. The Capture Share, the events to which it applies, the eligibility window during which it applies, and the distribution of any Quote Improvement may be modified prospectively and are described in the Fee Schedule or transaction disclosures made available by Intents Technology from time to time; the terms applicable to a transaction are the terms made available at or before the time you authorize that transaction. You acknowledge, understand, and agree that Quote Improvement is not an entitlement on your part to receive the full amount of favorable execution variance above the Indicative Quote, that the Capture Share is a fee, spread, rebate, revenue share, or other economic amount retained by or allocated to Intents Technology or other participants for operating, maintaining, supplying, routing, settlement, or execution services, and that, to the maximum extent permitted by applicable law, you release and waive any claim arising from or relating to the retention or allocation of any Capture Share disclosed or made available to you.
Asymmetric Treatment of Execution Variance. You acknowledge, understand, and agree that the combined operation of your Slippage Tolerance and the Capture Share may produce an asymmetric economic outcome relative to the Indicative Quote. If the price at which your transaction is filled is less favorable to you than the Indicative Quote but remains within your Slippage Tolerance, you bear the unfavorable variance. If the price at which your transaction is filled is more favorable to you than the Indicative Quote, all or a portion of the favorable variance may be retained or allocated as the Capture Share, with the remainder, if any, paid to you. This allocation of unfavorable and favorable variance is part of the fee and execution terms of the Services and is acknowledged and accepted by you when you use the Services. Intents Technology makes no representation that any individual transaction will be executed at the Indicative Quote, at the best available price, or at a price that produces a symmetric distribution of execution outcomes relative to the Indicative Quote.
Intents Technology may sponsor or subsidise certain blockchain network, contract execution or similar fees from time to time. Any sponsorship is discretionary, may be subject to transaction, Customer, time-period or other limits, and may be changed, suspended or withdrawn without notice. Unless the applicable interface expressly indicates that a fee will be sponsored for a particular transaction, you remain responsible for that fee.
Referral and Other Programmes
Intents Technology may make referral, partner, rebate, incentive, early-access or other programmes available from time to time. Participation is optional, may be restricted by jurisdiction or eligibility, and is governed by separate programme terms. Nothing in this Agreement creates a right to a commission, rebate, tier, bonus, benefit or continued programme. A participant must not make unauthorised, misleading or unlawful statements about Intents Technology, the Services, digital assets or any financial product.
Protocol Governance
You acknowledge, understand, and agree that the Protocol may be subject to administrative roles, governance procedures, and upgrade mechanisms defined in the smart contract code, which may, among other things, modify fees and fee parameters, pause or upgrade the contract, or grant or modify administrative roles. These powers are governed by the underlying protocol and are not owned or controlled by Intents Technology. Any such action on the Protocol may take effect upon on-chain commit without prior individual notice to you or to Intents Technology. Intents Technology is not responsible for losses, fee changes, or asset movements resulting from such actions.
Taxes
You alone are responsible for determining what taxes apply to your use of the Services. You agree that Intents Technology has no responsibility or liability for determining what taxes apply or for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions made using the Services, except as provided by law.
Intellectual Property
The Services, including the Business Platform available at business.near.com, and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (the "Materials") are owned by Intents Technology, its licensors, or other providers of such Materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Intents Technology grants you a limited, worldwide, royalty-free, non-transferable, non-assignable, non-sublicensable, revocable licence to use the Materials. Intents Technology may, in its sole discretion, also make software or components of the Services available to you in accordance with the terms of an open-source software licence. The Materials are and shall remain the property of Intents Technology, its licensors or the applicable provider. You have no rights with respect to the Materials other than those expressly set forth in this Agreement or any other agreement to which you are a direct party, if applicable. Nothing in this Agreement or displayed on or contained in the Services or elsewhere should be construed as granting, expressly, by implication, estoppel or otherwise, any licence or right to use any copyrighted materials, patents, trade secrets, trademarks, service marks or other proprietary rights of Intents Technology, except as described above. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material provided to you under the Services without Intents Technology’s express prior authorisation. You must not modify copies of any materials from the Services or delete or alter any copyright or other proprietary rights notices from copies of materials on the Business Platform. Intents Technology may terminate your access to the Services in its sole discretion or if you violate any provision in this Agreement.
AI Features
The Business Platform may in future
make optional artificial-intelligence features available for authorised internal business use ("AI Features"). AI Features and their outputs are informational tools only. Unless a separate feature is expressly described as having transaction capability and the Customer separately and expressly authorises that capability in accordance with its Governance Rules, an AI Feature cannot initiate, approve, authorise or execute a transaction or change a Business Workspace or Treasury Contract.
AI output may be inaccurate, incomplete, outdated, misleading or fabricated and is not financial, investment, trading, legal, tax, accounting or other professional advice. The Customer and its Authorized Users must independently verify AI output before using or relying on it and remain responsible for every decision and action taken in reliance on it. AI inputs and outputs are Customer Data and are handled under the Customer Data and Confidentiality section, the Privacy Policy and any applicable data-processing agreement; they are not User Contributions merely because they are processed by an AI Feature. Additional AI terms presented for a particular feature apply to that feature.
User Contributions
The Services may offer public or community-facing message boards, forums or similar interactive features (collectively, "Interactive Services") through which Users intentionally post content for access by other users or the public ("User Contributions"). User Contributions do not include Customer Data, Business Workspace Information, private support communications or AI inputs and outputs.
User Contributions must comply with the Content Standards. A User Contribution intentionally posted to a public or community-facing Interactive Service will be treated as non-confidential. You retain ownership of it and grant Intents Technology, its Affiliates and service providers a worldwide, non-exclusive, royalty-free licence to host, reproduce, format, display and distribute it only as reasonably necessary to operate, provide, secure and improve the relevant Interactive Service and as otherwise directed or authorised by you. This licence ends when the User Contribution is deleted from the Service, except to the extent it has been shared with others who have not deleted it or retention is required for legal, security, backup or dispute-management purposes.
You represent and warrant that you own or control the rights necessary to submit each User Contribution and grant the licence above, and that each User Contribution complies with this Agreement. You are responsible for the legality, reliability, accuracy and appropriateness of your User Contributions. Intents Technology is not responsible for User Contributions posted by you or another User, except to the extent responsibility cannot lawfully be excluded.
Business User Competence
The Services are intended for business users with sufficient knowledge and experience to understand digital-asset treasury operations and the associated risks.
Users may include treasury, finance, accounting, operations, legal and other personnel and need not be investment professionals. No person should rely on communications from Intents Technology or its Affiliates as financial, investment, legal, tax or accounting advice or as the sole basis for buying, selling, holding or transferring a digital asset. Each Customer is responsible for ensuring that its Authorized Users have appropriate competence and authority and for obtaining professional advice where appropriate.
Disclaimer
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER INTENTS TECHNOLOGY, ITS AFFILIATES, SERVICE PROVIDERS, AND THEIR AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES ("INTENTS TECHNOLOGY SERVICE PROVIDERS") NOR ANYONE ASSOCIATED WITH INTENTS TECHNOLOGY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER INTENTS TECHNOLOGY, INTENTS TECHNOLOGY SERVICE PROVIDERS NOR ANYONE ASSOCIATED WITH INTENTS TECHNOLOGY REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, INTENTS TECHNOLOGY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
You agree to use the Services and the Content only at your own risk. Neither Intents Technology nor the Intents Technology Service Providers explicitly or implicitly endorse or approve any content provided by third parties ("Third Party Content"). Third Party Content is provided for informational purposes only. The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any self-directed investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. No information provided by Intents Technology, including information about digital assets, product markets, securities, commodities, whether provided on social media platforms or through other mediums, should be construed as intending to provide investment, tax, and or legal advice or create any relationship that includes the provision of such advice.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL INTENTS TECHNOLOGY, ITS AFFILIATES, OR INTENTS TECHNOLOGY SERVICE PROVIDERS (COLLECTIVELY, "INTENTS TECHNOLOGY PARTIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ANY PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, IN EACH CASE HOWEVER ARISING THAT RESULT FROM (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, (B) ANY CONDUCT, PERFORMANCE, OR CONTENT OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO STRATEGISTS, INFRASTRUCTURE PROVIDERS, OR OTHER USERS (C) ANY SMART CONTRACT BUGS, HACKS, EXPLOITS, OR OTHER SECURITY FAILURES (D) ANY VOLATILITY OR LOSS IN VALUE OF YOUR DIGITAL ASSETS (E) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSACTIONS OR DATA; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES.
THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTENTS TECHNOLOGY, ITS AFFILIATES, INTENTS TECHNOLOGY SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100) OR (B) THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
No Offer of Securities
THE WEBSITE, THE SERVICES, THE CONTENT, AND THE INFORMATION INCLUDED THEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL ON THE PLATFORM BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY DIGITAL ASSET, SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT SPONSORED OR MANAGED BY INTENTS TECHNOLOGY. THE PLATFORM, THE SERVICES, AND THE CONTENT ARE DIRECTED AT AND MADE AVAILABLE SOLELY TO PERSONS IN JURISDICTIONS IN WHICH THE PURCHASE AND SALE OF DIGITAL ASSETS AND RELATED PRODUCTS IS LEGALLY PERMISSIBLE.
Sanctions and Restricted Jurisdictions
The Services are not offered or made available to any Restricted Person, any person acting on behalf of a Restricted Person, or any person located, incorporated, or resident in a Restricted Jurisdiction. Intents Technology may also restrict all or part of the Services in any jurisdiction where it reasonably determines that providing or using them would be unlawful, would expose Intents Technology, its Affiliates or its third party service providers to sanctions, legal liability or material regulatory risk, or the activity would be inconsistent with the Company’s risk appetite. The current operational list of restricted jurisdictions and prohibited activities may be published in a separate access or compliance policy and is subject to change at any time without prior notice as legal requirements, sanctions lists, and risk assessments change.
The Services and Content shall not be considered a solicitation to any Restricted Person, any person located in a Restricted Jurisdiction, or any person in a jurisdiction where such solicitation or provision of services is illegal or unlawful. Moreover, relevant legal restrictions or considerations may apply in your individual circumstances (including those based upon the risks of investing in digital assets), therefore, you are solely responsible for consulting with your own legal, accounting, and other professional advisors prior to engaging in any transactions or services described herein.
The Services may not be available in all markets and jurisdictions, and Intents Technology may restrict or prohibit use of all or part of the Services from any country, region or territory, and may restrict particular assets, features or products by jurisdiction or by eligibility. Intents Technology may implement IP blocking, geo-blocking or other technical measures for that purpose and may terminate access at any time in its sole discretion. Intents Technology is not liable for any loss relating to the Customer's ability or inability to access or use the Services. You must not use a virtual private network, proxy server, Tor network or any other means to circumvent those restrictions. Each Customer represents and warrants on an ongoing basis that neither it, its Authorized Users nor, to its knowledge after reasonable inquiry, its beneficial owners or controlling persons is a Restricted Person or is located, organised or ordinarily resident in a Restricted Jurisdiction, must notify Intents Technology promptly if that ceases to be accurate, and must provide information reasonably requested for sanctions, anti-money-laundering or other compliance purposes. Intents Technology is not required to process or facilitate any action that it reasonably believes may breach applicable law or sanctions. The Customer will indemnify and hold Intents Technology harmless against all actions, claims, costs and losses arising from or in connection with its access to the Services in breach of this section.
The Services, and any software or technology made available through them, may be subject to export control, re-export and import restrictions. The Customer must not export, re-export, transfer or make the Services available in breach of those restrictions, or to any person or destination they prohibit.
Intents Technology is not conducting any activity pursuant to the Securities Exchange Act or the Commodity Exchange Act (each as amended from time to time), and therefore Intents Technology is not registered in any capacity with the Securities and Exchange Commission, the Commodity Futures Trading Commission, nor their relevant self-regulatory organizations.
Content Posted Relating to the Services
The Services may include or make available certain content (the "Content"). Content includes, without limitation:
- transactions, confirmations, and transaction history
- general news and information, commentary, research reports, educational material and information and data concerning the financial markets, securities and other subjects;
- market data such as quotations for digital asset transactions and/or last sale information for completed digital asset transactions;
financial and investment interactive tools, such as alerts or calculators;
tax preparation, bill payment and other account management tools;
- company names, logos, product and service names, trade names, trademarks and services marks (collectively, "Marks") owned by, or licensed to, Intents Technology and Intents Technology Service Providers;
- any other information, content, services, or software available on the Services; and
- information, content, service or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums.
You acknowledge and agree that the Content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors, and Intents Technology does not guarantee the accuracy, timeliness, completeness, or usefulness of such Content. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information you obtain from the Content, and all decisions based on information contained in the Content are your sole responsibility and we shall have no liability for such decisions. Information provided by Intents Technology or Intents Technology Service Providers, including historical price and supply data for digital assets, is for informational purposes only and Intents Technology makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Content.
Content posted on the Services is published as of its stated date or, if no date is stated, the date of first posting. Neither Intents Technology nor the Intents Technology Service Providers have undertaken any duty to update any such information. Intents Technology does not prepare, edit, or endorse Third Party Content.
You understand and agree that Intents Technology and/or any Intents Technology Service Provider will not be liable in any way for (1) any inaccuracy of, error or delay in, or omission of the Content; or (2) any loss or damage arising from or occasioned by (i) any error or delay in the transmission of such Content; (ii) interruption in any such Content due either to any negligent act or omission by any party to any Force Majeure Events, (iii) to any other cause beyond the reasonable control of Intents Technology and/or Intents Technology Service Provider, or (iv) non-performance.
Neither Intents Technology nor the Intents Technology Service Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither Intents Technology nor the Intents Technology Service Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
Content is provided exclusively for your authorised internal business or personal access and use. No part of the Services or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, web site or other medium for publication, external distribution, sale or other exploitation without Intents Technology’s express prior written consent. You acknowledge that Intents Technology is the sole owner of Intents Technology’s Marks and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior express written consent of the respective owners.
Suspension; Termination; Modification; and Assignment
Intents Technology may suspend, restrict or terminate access to all or part of the Services immediately where it reasonably considers this necessary to address an actual or suspected security incident, fraud, abuse, sanctions or other legal or regulatory risk, prohibited activity, material breach, threat to the Services or third parties, or operational emergency. Where practicable and legally permitted, we will notify the Customer and provide information about available remediation. We may discontinue a Service or terminate this Agreement for business or operational reasons on reasonable advance notice where practicable. The Customer may terminate this Agreement at any time by ceasing use and following any available workspace-closure process, but remains responsible for outstanding fees and obligations.
Intents Technology does not
guarantee that the Business Platform, Services or Content will always be available or uninterrupted. We may suspend, withdraw or restrict all or part of them for business, security, legal or operational reasons in accordance with this section. The Customer is responsible for ensuring that its Authorized Users are aware of and comply with this Agreement and any other applicable terms.
Suspension or termination of access to the Business Platform does not terminate a Treasury Contract or give Intents Technology authority to move digital assets governed by it. It may, however, prevent or delay use of the interface, 1CS, confidential execution, stored quote data, MPC-related workflows or backend services. The Customer may need alternative compatible tools or technical assistance to interact with relevant smart contracts or recover or transfer assets, and independent access is not guaranteed.
Intents Technology may assign or transfer this Agreement, in whole or in part, including as part of a reorganisation, financing, merger, acquisition or sale of business or assets, subject to applicable law and the confidentiality and data-protection obligations in this Agreement. We will give notice where reasonably practicable. You may not assign or transfer this Agreement or your rights to access or use the Services or Content without our prior written consent. Subject to the foregoing, this Agreement binds and benefits the parties and their successors and permitted assigns.
Relationship between the Parties
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and Intents Technology, or authorize you to act as agent of Intents Technology. Intents Technology does not act as an agent, broker, advisor, fiduciary, or in any similar capacity on behalf of any user. No fiduciary or advisory relationship is created by your use of the Services.
Providing the Business Platform, Treasury Contract configuration, MPC signing flow or related backend services does not give Intents Technology control of the Treasury Contract or discretion over the Customer's transactions. Intents Technology does not decide whether, when, to whom or on what terms the Customer should transact.
Compliance with Legal Requests
Intents Technology may comply with a restraining order, subpoena, warrant or other legal order or process that it believes in good faith to be valid. Where legally permitted and reasonably practicable, we will notify the affected Customer before disclosing its non-public information in response to legal process. This does not apply, and no notice will be given, where the disclosure relates to actual or suspected fraud, illicit activity, a security incident or an investigation, where notice would or might prejudice that matter or the security of the Services, or where notice is prohibited or restricted by law. We may honour valid legal process regardless of the method or place of service.
Transactions, assets and wallet addresses in connection with the Services are subject to transaction screening, sanctions and other compliance, legal and security controls, whether applied by Intents Technology, its service providers or the operators of any underlying network, protocol, bridge or other infrastructure. As a result, a transaction may be delayed, blocked or rejected, and assets to which it relates may be restricted or unavailable for a period or indefinitely, where this is required or considered appropriate for legal, regulatory, compliance, sanctions or security reasons. The Customer acknowledges that Intents Technology may be prohibited by applicable law, or otherwise unable, from disclosing the existence of, the reasons for, or any details of any such measure, and has no obligation to do so. Nothing in this paragraph obliges Intents Technology to apply any control, to screen, review or monitor any transaction, or to detect any activity. To the maximum extent permitted by applicable law, Intents Technology is not liable for any measure taken, or not taken, under this paragraph.
The Business Platform uses the Confidential Intents Protocol to reduce the public visibility of certain balance and transaction information. Intents Technology does not represent or warrant that the Confidential Intents Protocol will make use of the Services anonymous, untraceable, private against all parties or immune from disclosure, or provide any particular level of privacy, anonymity, confidentiality, unlinkability or non-disclosure. Confidentiality is designed to limit the visibility of transaction information to other network participants and the public. It does not limit Intents Technology's own access to that information. Information relating to a transaction may remain visible to, or be obtainable by, Intents Technology, its Affiliates, service providers, infrastructure providers, counterparties, regulators, law enforcement or other third parties, including through operational data, on-chain or off-chain activity, analytics or information obtained from other sources. Intents Technology may access, use and disclose information relating to a transaction, including a transaction processed through the Confidential Intents Protocol, where it considers this necessary or appropriate for legal, regulatory, compliance, sanctions, security or investigative purposes, including to its Affiliates and professional advisers, to service providers engaged for compliance, security or incident-response purposes, to law enforcement, regulators and other competent authorities, and, in limited circumstances and at its discretion, to other persons affected by the relevant matter. Intents Technology may be unable, or prohibited by applicable law, from notifying the Customer of any such access, use or disclosure. Personal data is handled as described in the Privacy Policy and the Data Processing Agreement.
For a Business Workspace, member wallet addresses, governance roles, Proposals and votes remain on the public NEAR blockchain even though balances and transaction details are processed through the Confidential Intents Protocol. Confidential balance and transaction information may be available to Authorized Users and may be processed by the Business Platform, its backend and the infrastructure described in the Privacy Policy or applicable notice. The Customer is responsible for restricting membership and access and for any disclosure by an Authorized User.
Indemnification
The Customer will indemnify, defend and hold harmless Intents Technology, its Affiliates and their respective officers, directors and employees from third-party claims, and resulting losses, damages, liabilities, costs and reasonable legal fees, to the extent caused by: (a) the Customer’s or an Authorized User’s material breach of this Agreement; (b) unlawful use of the Services by the Customer or an Authorized User; (c) the Customer’s lack of authority to hold, manage or transfer relevant digital assets or to act for another person; or (d) an allegation that Customer Data or a User Contribution supplied by the Customer infringes another person’s intellectual-property, privacy or other proprietary right. This indemnity does not apply to the extent a claim is caused by the indemnified party’s breach of this Agreement, gross negligence, wilful misconduct or violation of law.
The indemnified party must give prompt notice of a claim, except that delay relieves the Customer only to the extent materially prejudicial; provide reasonable cooperation at the Customer’s expense; and allow the Customer to control the defence and settlement. The Customer may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on or fails to provide a complete release to an indemnified party without that party’s prior written consent, not to be unreasonably withheld or delayed. The indemnified party may participate through its own counsel at its own expense.
Force Majeure
In no event shall Intents Technology be liable for any delays, failure in performance or interruption of the Services which results directly or indirectly from any cause or condition, whether or not foreseeable, beyond Intents Technology’s or the Intents Technology Service Providers' reasonable control, including, but not limited to, flood, tropical depression, extraordinary weather conditions, earthquake or other act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state or emergency or interruption, loss or malfunction of equipment or utility, communications, computer (hardware or software), internet or network provider Services ("Force Majeure Events").
Consent to Electronic Communications
Intents Technology may provide you with certain communications, such as service announcements and administrative messages, to the contact information you have supplied Intents Technology with for this purpose, if any.
By using the Services or the Content, you consent to any form of recording, recordkeeping, and retention of any communication, information and data exchanged between you and Intents Technology or its representatives or agents.
Intents Technology may provide certain multi-party communication or communication processing services, including, but not limited to call lines, chat services, social forums, chat-rooms, and other communication channels (the "Forums"). All communications made at or through the Forums are public and the Forums may include information, materials, links and other information provided by third parties unrelated to Intents Technology or the Intents Technology Service Providers. Reliance on any Content available on or through the Forums is at your own risk. Without limitation, you agree not to do any of the following in relation to any Forum (the “Content Standards”):
- upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
- impersonate any person or entity, including, but not limited to, (i) an Intents Technology or Intents Technology Service Provider manager, employee, agent, or representative or (ii) forum leader, guide or host;
- falsely state or otherwise misrepresent your affiliation with any person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
- upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
- upload, post, or transmit unsolicited commercial email or "SPAM," including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who haven't requested email from you or with a fake return address; (2) promoting a site with inappropriate links, titles, or descriptions; or (3) promoting any site by posting multiple submissions in forums that are identical;
- upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
- "stalk" or otherwise harass another;
- collect or store personal data about other users of the Service;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
- promote, offer for sale or sell any security or item, good or service that i) violates any applicable international, federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) Intents Technology or Intents Technology Service Providers determine, in their sole discretion, is inappropriate for sale;
- use the Forums as a forwarding service to another website; or
- access or otherwise use the Forums in any unlawful manner, for any unlawful purpose or in violation of this agreement including the outlined prohibitions on market manipulation and self-trading and or any other agreement between you and Intents Technology.
Applicable Law and Dispute Resolution
You agree that this Agreement shall be governed by and interpreted in accordance with the laws of the British Virgin Islands without giving effect to principles of conflicts of law.
Mandatory Arbitration
Any dispute, controversy, difference or claim arising out of or relating to the Services or this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVIIAC”) under the BVIIAC Administered Arbitration Rules in force when the relevant notice of arbitration is submitted. The arbitration shall be conducted in the English language and the law of this arbitration clause shall be under the laws of the British Virgin Islands. The seat of arbitration shall be the British Virgin Islands. The number of arbitrators shall be one. The decision of the sole arbitrator in relation to any such dispute, controversy, difference or claim shall be final and binding upon both Parties. If any litigation or arbitration is necessary to enforce the terms of this Agreement, or any arbitral award entered under it, the successful or prevailing Party shall be entitled to recover their attorney’s fees and other costs incurred in such proceeding from the other Party in addition to any other relief to which it may be entitled. Each Party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.
You agree that any and all disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You expressly waive your right to file a class action or seek relief on a class basis. Any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action arises; otherwise, that claim is permanently barred, except where a longer period is required by applicable law.
Nothing in this Agreement prevents either party from seeking urgent interim, conservatory or protective relief from a court of competent jurisdiction or, where available, an emergency arbitrator. Seeking such relief does not waive or invalidate the agreement to arbitrate. Nothing in this Agreement excludes a right or remedy that cannot lawfully be excluded.
Severability
Each provision of this Agreement shall be considered separable; and if, for any reason, any provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, or unenforceable, such determination shall not affect the enforceability of the remainder of this Agreement or the validity, lawfulness, or enforceability of such provision in any other jurisdiction.
Prohibited Use
For purposes of this Agreement, sanctions-related restrictions are governed by the definitions of Sanctions Authority, Restricted Person and Restricted Jurisdiction. References to particular authorities or jurisdictions are illustrative only and do not limit any applicable sanctions obligation.
You may not use the Services or access the Content to engage in the following categories of activity:
- Any activity that violates, facilitates the violation of, or evades any applicable law, sanctions restriction or compliance control, involves proceeds of unlawful activity, or involves a Restricted Person or Restricted Jurisdiction;
- Engage in market manipulation or self-trading;
- Publish, distribute or disseminate any unlawful material or information;
- Directly or indirectly make funds, digital assets, economic resources or Services available to or for the benefit of a Restricted Person, or participate in a transaction whose purpose or effect is to circumvent sanctions or geographic restrictions;
- Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform, computer systems or networks connected to the Platform, through password mining or any other means; use the Content or Intents Technology provided information of another party to access or use the Services, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's access and information; or allow any third party to access the Services using your CW, other than an Authorized User validly appointed for a Business Workspace, unless by operation of law or with the express permission of Intents Technology;
- Interfere with another individual's or entity's access to or use of any Services or Content; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent;
- Activity which operates to defraud Intents Technology, Intents Technology users, or any other person; provide any false, inaccurate, or misleading information to Intents Technology;
- Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are not sanctioned by a governmental body or regulatory authority; and
- Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Intents Technology intellectual property, name, or logo, including use of Intents Technology trade or service marks, without express consent from Intents Technology or in a manner that otherwise harms Intents Technology or the Intents Technology brand; any action that implies an untrue endorsement by or affiliation with Intents Technology.
By using the Services, you represent and warrant that you will not use the Services or the Platform in connection with any of the following businesses, activities, practices, or items where the activity is unlawful, is conducted without any required licence, registration, authorisation or consent, or has been prohibited or restricted by Intents Technology:
- Investment and Credit Services: unlicensed securities brokers; unlawful or unlicensed mortgage consulting or debt reduction services; unlawful or unlicensed credit counselling or repair; unlawful real estate opportunities; investment schemes;
- Restricted Financial Services: check cashing, bail bonds; collections agencies;
- Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
- Counterfeit or Unauthorized Goods: unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;
- Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
- Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
- Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;
- Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom);
- Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;
- Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs, other than a referral programme expressly offered by Intents Technology;
- Unfair, predatory or deceptive practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and
- High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability.
Interpretation
Section headings in this Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this Agreement. Unless the express context otherwise requires, (1) the words "hereof," "herein," "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (2) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (3) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; (4) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply "if"; and (5) the word "or" shall not be interpreted to be exclusive.
Survival
You acknowledge, understand, and agree that all provisions of this Agreement which by their nature extend beyond the termination or expiration of this Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, indemnities, limitation of liability, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.
Waiver
No waiver of any provision of this Agreement by Intents Technology shall be effective unless made in writing and signed by Intents Technology. The failure of Intents Technology to require the performance of, or enforce, any term or obligation of this Agreement, or the waiver by Intents Technology of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
Entire Agreement
This Agreement constitutes the entire agreement between you and Intents Technology concerning the Services and supersedes prior and contemporaneous understandings concerning them. It includes each document or policy expressly incorporated by reference and any applicable appendix or additional product terms.
Legal Resources
Certain other legal resources including links to the Intents Technology corporate group's law enforcement portal may be found at https://app.kodexglobal.com/nearintents/requests
Contact Information
If you have any questions about this Agreement, please contact us at legal@near.com.