Terms of Use

Last Updated: September 2024 

Welcome to WhiskyGenius, a website-hosted user interface (the “Site") that we provide to allow our users to access the various products, services and information that comprise WhiskyGenius.  

These paragraphs constitute a “Terms of Service Agreement” (the "Agreement") between you and WhiskyGenius.  This Agreement explains the terms and conditions by which you may access and use the Site. You must read this Agreement carefully. By accessing or using the Site, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorised to access or use the Site and should not use the Site.  ‍ 

NOTICE: Please read this Agreement carefully as it governs your use of the Site. This Agreement contains important information, including a binding arbitration provision, which impacts your rights as to how disputes are resolved. The Site is only available to you — and you should only access the Site— if you agree completely with these terms.  ‍ 

ELIGIBILITY  ‍ 

To access or use the Site, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the 18 years of age, or the age of majority in your jurisdiction (whichever is greater) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Site.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organised in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of the Site will fully comply with all applicable laws and regulations, and that you will not access or use the Site to conduct, promote, or otherwise facilitate any illegal activity.  ‍ 

MODIFICATION OF THIS AGREEMENT  ‍ 

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://whiskygenius.com/terms-of-use.  All modifications will be effective when they are posted, and your continued accessing or use of the Site will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Site.  

PROPRIETARY RIGHTS  ‍ 

We own all intellectual property and other rights in the Site and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Contents and products on WhiskyGenius may contain trademarks, copyrights service marks, trade names and other intellectual property rights that are owned by us or our licensors or partners. This intellectual property is available under the terms of our copyright licenses.   ‍ 

You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content. 

ADDITIONAL RIGHTS  ‍ 

We reserve the following rights, which do not constitute WhiskyGenius obligations (a) with or without notice to you, to modify, substitute, eliminate or add to the Site; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Site; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.  ‍ 

PRIVACY  ‍ 

When you use the Site, the only information we collect from you is your blockchain wallet address, completed transaction hashes, and the Product Names, symbols, or other blockchain identifiers of the products that you purchase.  We do not collect any personal information from you (e.g., your name or other identifiers that can be linked to you).  We do, however, use third-party service providers, like Google Analytics, Google Ads, and Infura, among others, which may receive or independently obtain your personal information from publicly-available sources. We do not control how these third parties handle your data and you should review their privacy policies to understand how they collect, use, and share your personal information. In particular, please visit https://policies.google.com/technologies/partner-sites, https://coingecko.com/en/privacy, and https://community.infura.io/privacy to learn more about how these sites use data. Each site that we use may have its own unique policies.  By accessing and using the Site, you understand and consent to our data practices and our service providers' treatment of your information.  ‍ 

We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Site. For these purposes, we may share the information we collect with blockchain analytics providers. We share information with these service providers only so that they can help us promote the safety, security, and integrity of the Site. We do not retain the information we collect any longer than necessary for these purposes.  ‍ 

Please note that when you use the Site, you may interact with various blockchains, such as Ethereum for example, which provides transparency into your transactions. We do not control and are not responsible for any information you make public on any blockchain with which you interact by taking actions through the Site.  

KNOW YOUR CUSTOMER (KYC) PROCESS  ‍ 

MANDATORY KYC VERIFICATION FOR ALL TOKENIZED PRODUCTS

To purchase any tokenized whisky asset on WhiskyGenius, including Bottles, Casks, Right-to-Bottle, and Shared Ownership NFTs, all users must complete a Know Your Customer (“KYC”) verification process. This process is required to ensure the security and integrity of the Platform and the purchases held in custody by our users.

PURPOSE OF KYC

The KYC process is designed to verify the identity of each buyer and to ensure that the person purchasing tokenized whisky assets corresponds to the individual or entity that holds the ownership rights to those assets. This verification is critical for maintaining compliance with applicable laws and regulations and for preventing fraudulent activities.

KYC AND PHYSICAL PRODUCT REDEMPTION

By completing the KYC process, users can securely link their identity to the physical whisky product stored in our warehouse. This ensures a seamless redemption process when users wish to claim their whisky. Only verified users who have completed the KYC process will be eligible to purchase and redeem the physical product associated with their tokenized asset.

PROHIBITED ACTIVITY  ‍ 

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Site: 

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law. 
• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks. 
• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another. 
• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading. 
• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives. 
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of Hong Kong, the United States, the European Union, the United Kingdom or any other relevant jurisdiction.  

NO WARRANTIES  ‍ 

The Site is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Site is at your own risk. We do not represent or warrant that access to the Site will be continuous, uninterrupted, timely, or secure; that the information contained in the Site will be accurate, reliable, complete, or current; or that the Site will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Site. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Site.  ‍ 

The Site may contain links to third party products, services, and websites. We exercise no control over the third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites.  ‍ 

Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Site  

NON-CUSTODIAL AND NO FIDUCIARY DUTIES  ‍ 

The Site is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. However, if you purchase an NFT with FIAT and do not have a wallet, then WhiskyGenius is responsible for holding the NFT. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.  ‍ 

NFT CRYPTO WALLETS AND REDEMPTION  ‍ 

REDEEMING NFTS

All tokenized whisky assets, including NFTs representing Bottles, Casks, Right-to-Bottle, and Shared Ownership, must be stored in the WhiskyGenius custody wallet to facilitate the redemption process. You are welcome to transfer your NFT to your personal wallets outside of the Platform, but failure to transfer your NFT back in the WhiskyGenius wallet at the time of redemption will result in the inability to redeem the associated physical product.

WARNING: Losing a self-custody NFT will result in an unrecoverable loss of ownership claim to the associated whisky asset.

IRRECOVERABLE ASSETS FROM INCORRECT TRANSFERS

You are solely responsible for ensuring the accuracy of all transfer details when sending NFTs or cryptocurrencies. Any NFT or cryptocurrency that is sent to an incorrect address or via an unsupported network may be permanently lost. WhiskyGenius is not liable for these losses, and we are unable to recover any assets or funds sent under these circumstances.

TRANSFER CAUTION

Before initiating any transfers, please double-check all details, including the wallet address and network, to ensure they are correct. WhiskyGenius cannot assist in the recovery of assets that are lost due to user error.

CURRENCY OF TRANSACTIONS  ‍ 

TRANSACTIONS IN USD

All tokenized whisky bottles, casks, or other whisky assets sold on WhiskyGenius (the “Platform”) are priced and transacted exclusively in United States Dollars (USD). By purchasing or trading any tokenized product on the Platform, you agree that all payments will be made in USD.

RESALE IN USD

If you choose to sell any tokenized whisky assets on the Platform after your initial purchase, you agree that such transactions will also be conducted in USD. This requirement is designed to ensure a smooth and consistent trading process, minimizing exposure to foreign exchange (FX) rate fluctuations.

ACCOUNT SECURITY AND INTEGRITY

Your completion of the KYC process helps secure your account and protect your investments on the Platform. We take the integrity of our marketplace seriously, andKYC verification is a key component in maintaining the trust and security of all transactions conducted through the Platform.

STORAGE AND INSURANCE FEES  ‍ 

ANNUAL STORAGE AND INSURANCE FEE

All tokenized whisky assets, including both casks and bottles, are subject to an annual fee of 1% of the product’s value. This fee covers the cost of storage in our warehouse and insurance of your asset while it remains in our custody.

PAYMENT SCHEDULE

The storage and insurance fee for the first year will be calculated at checkout when you purchase the product. Subsequent annual fees will be payable on the anniversary of your purchase. You will be required to pay this fee each year to maintain the secure storage and insurance of your whisky asset.

PRO RATA REFUND

If you sell or transfer ownership of your tokenized whisky asset prior to the next scheduled fee payment, we will provide a refund of the unused portion of your storage and insurance fee to your account on a pro rata basis, calculated from the date of sale or transfer.

CONSEQUENCES OF NON-PAYMENT

If the required storage and insurance fees are not paid in full by the due date, WhiskyGenius reserves the right to freeze your asset. While the asset is frozen, you will be unable to transfer or redeem the physical product associated with the asset or list it for sale on the marketplace. Your asset will remain frozen until all outstanding fees are paid in full.

COMPLIANCE OBLIGATIONS  ‍ 

By accessing or using the Site, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.  We take no responsibility for assisting you to meet those obligations, nor do we accept any liability if you fail to meet any obligation that is applicable to you.  

ASSUMPTION OF RISK  ‍ 

By accessing and using the Site, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, you understand that blockchain-based transactions are irreversible.  ‍ 

You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied through the Site, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site.  

THIRD-PARTY RESOURCES AND PROMOTIONS  ‍ 

The Site may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Site. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.  ‍ 

RELEASE OF CLAIMS  ‍ 

You expressly agree that you assume all risks in connection with your access and use of the Site.  You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and your interaction with the Protocol.  ‍ 

INDEMNITY  ‍ 

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Site; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Site with your assistance or using any device or account that you own or control.  ‍ 

LIMITATION OF LIABILITY  ‍ 

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Site; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Site with your assistance or using any device or account that you own or control.  ‍ 

We assume no liability or responsibility for any: 

• errors, mistakes, or inaccuracies of content; 
• personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Site; 
• unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; 
• interruption or cessation of function related to the Site; 
• bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site; 
• errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Site;
• and  the defamatory, offensive, or illegal conduct of any third party. 

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Site, or USD$100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.  ‍ 

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section will apply even if any limited remedy fails of its essential purpose  

GOVERNING LAW AND DISPUTE RESOLUTION  ‍ 

These Terms are governed by the laws of Hong Kong, and subject to the non-exclusive jurisdiction of the courts of the Hong Kong for any suit, action or proceeding arising out of these Terms.  ‍ 

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to info@whiskygenius.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.  ‍ 

If it has not been possible to resolve a dispute through the dispute process set out above, any dispute arising out of or in connection the Site or with this Agreement, including any question regarding the existence, validity or termination of this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Hong Kong International Arbitration Centre, which are deemed to be incorporated by reference into this Section.  ‍ 

The tribunal shall consist of three arbitrators. The place and seat of the arbitration shall be Hong Kong. The language to be used in the arbitration proceedings will be English. The decision of the arbitrators will be final, binding and enforceable against you and us, and a judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. In no event will the arbitrators have the authority to make any award that provides for punitive or exemplary damages.  

ENTIRE AGREEMENT  ‍ 

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.