This is a legal contract (hereinafter referred to as the
KUTZAL OU, a company registered and operating according to
the laws of Estonia , company number
___________________, registered address: ____Mustamäe tee
149a-24 Mustamäe linnaosa, Tallinn Harju maakond 12918 (hereinafter referred to
as the "Company" or “We” or “Us”) and,
___________________ Individual or legal entity (hereinafter
referred to as the "User" or “You”), who has passed a
Know-Your-Client (KYC) procedure and opened an account with the Company.
Your consent acknowledges that You have carefully read and
understood this Agreement in its entirety and that You agree to all of the
provisions contained herein.
Your consent further represents, warrants and certifies that
the information provided by You in the User application process to open an
account with Us to operate on the Mobile or Website Platform is true and
complete to the best of Your knowledge.
Company KUETZAL OU. Registered in the Estonia,
company number: 14519131
Crowdfunding Platform A website that is operated by the
Company and available at https://KUETZAL.com/
KUETZAL Collective name that can refer to
either or both the Platform and the Company
Account A customer account registered on the
Platform by the User by accepting this User Agreement and undergoing certain
steps with the Company
User An individual user from age 18+ or a legal entity
that has read and agreed to the KUETZAL User Agreement and uses services of the
Company provided through Website Platform.
May or may not hold an Account with the Company.
Account Holder A User that has created an Account on the
Services Services provided by the Company on
Fiat Currency A government-issued currency designated as
legal tender in its country of issuance through government decree, regulation,
Funds May refer collectively to Crypto-Assets and/or Fiat
Payment Service Provider Can refer to a financial
institution of the User used to send or receive Funds or a financial or any
other institution of the Company that the Company uses to receive, transfer or
send Funds from and to the User. Can be a bank, an electronic money institution
or a similar entity.
KYC or Due Diligence Documents that are requested by
KUETZAL from the Users in order to identify the User and comply with
AML/CFT Anti-Money Laundering / Combating the
Financing of Terrorism regulations and requirements
2. SCOPE OF THE AGREEMENT
2.1. This Agreement sets out the terms and conditions for
provision of Services on the Platform of www.KUETZAL.com and the Services
available to the User via the Platform.
2.2. The Company provides the User with the following (but
not limited to) Services: opening and maintaining an Account, intermediary
assistance with collecting investments from individual investments for the
projects listed on the Platform, processing transactions among and between
Users on the Platform.
2.3. By opening an Account with the Company You give Your
consent (as mentioned in the Introduction paragraph) and acknowledge that You
have read and understood this Agreement and agree to be bound by its
3. GENERAL CONDITIONS
3.1. Fiat Currency reflected in the Account balance sheets
belong to the person or legal entity registered as the Account Holder. No
person other than such Account Holder has any rights in relation to the Funds
held in them, except in cases of succession. You may not assign or transfer
Your Account to a third party or otherwise grant any third party a legal or
equitable interest in it.
3.2. You may only open an Account with Us if it is legal to
do so in Your country of residence.
By opening an Account You represent and warrant to Us that
the opening of an Account does not violate any laws or regulations applicable
3.3. You must ensure that the information recorded in Your
Account, as provided by You to the Company during the signup process or at any
time thereafter, is always accurate, truthful and up-to-date and You shall
notify Us promptly, but not later than within one month, of any changes to such
information. As per Our AML/CFT obligations and internal procedures, We may ask
You at any time to confirm the accuracy of Your information or to provide
documents or other evidence.
3.4. We reserve the right to carry out any necessary money
laundering, terrorism financing, fraud or other illegal activity checks before authorizing
any withdrawal of Your Funds. For these purposes, We may request You to provide
additional verification documents under the terms defined by Us.
3.5. The Company shall neither receive nor disburse User's
Funds in cash. All transactions between the User and the Company shall be
performed by wire transfer or other means, in which the identities of both the
sending and receiving parties can be verified by the Company and which the
Company, at its sole discretion, shall deem appropriate. The Company shall not
accept deposits from any third party to the User's Account; the Company shall
not withdraw any Funds from the User's Account for any third party unless
otherwise agreed in writing between the parties hereto. The Company shall
perform wire transactions only between the User's account and another account
which is held in the User's name or of which the User clearly demonstrates
3.6. You are entirely responsible for any and all activities
conducted through Your Account. You agree to notify Us immediately of any unauthorized
use of Your Account, as well as of any other breach of security. While We may
implement certain monitoring procedures designed to alert Us to fraudulent
activity, We are not responsible for any unauthorized use of Your Account, and
You agree that You are responsible for such unauthorized use and for protecting
the confidentiality of Your password and other Account credentials.
3.7. It is strictly forbidden to use Your Account for any
illegal purposes, including, but not limited to, fraud and Fiat Currency
laundering. We will report any suspicious activity to the appropriate law
enforcement agency. You are prohibited from using Your Account in an attempt to
abuse, exploit or circumvent the usage restrictions imposed.
4. ACCOUNT DEPOSIT AND WITHDRAWAL OF FUNDS
4.1. Account is an electronic facility which enables You to apply for accumulating of investments from private individuals, or institutional investor for Your project.
4.2. You may only have one Account with the Company.
4.3. Your Account is denominated in EUR.
4.4. In order to use the Account, You must first register the Account, by providing Your information on www.KUETZAL.com (hereinafter – the “Website”), i.e. filling out the Account Opening Form. As part of the signup process You will need to accept this Agreement and You must have legal capacity to accept the same. If You complete the process successfully, You will obtain the registration data for Your new Account. The detailed information will be sent to Your registered e-mail and will be indicated on Your Account screen right after registration.
4.5. Any newly registered Account has the “Not Verified” status. You may not initiate any activity until You provide Us with the documents and information needed to verify Your identity. This data verification, accomplished with respective documents, shall be used by Us to meet the Know-Your User (KYC), the Anti-Money Laundering (AML) and the Combating the Financing of Terrorism (CFT) compliance requirements.
4.6. Reports, statements, notices and any other communications will be transmitted to You electronically by posting to the Account or via registered e-mail to Your registered e-mail address. All communications so posted or sent shall be deemed transmitted by the Company when posted or sent and deemed delivered to You personally, whether actually received by You or not.
4.7. You may suspend Your Account at any time by contacting User Support. When We receive a request to suspend the Account We may ask You to provide Us with additional verification documents to compare with those We already have in Our databases. This is done for AML/CFT purposes.
4.8. Fund deposits, transfers received, transfers sent and Fund withdrawals are displayed in Your online transactions history in Your Account. Each transaction is given a transaction ID and shown in the transaction history. You should reference this transaction ID when communicating with Us about a particular transaction. You should check Your Account balance and transaction history regularly. You should report any irregularities or clarify any questions You have as soon as possible by contacting User Support.
4.9. If Your Account holds a balance at the time it is suspended, You need to withdraw Your Funds before We process the suspension. After the suspension is complete, You will not be able to access Your Account but You may withdraw any remaining Funds by contacting User Support and requesting that the Funds are sent to You in a manner that is reasonably acceptable to Us. We suggest that You withdraw Your remaining Funds as soon as possible as they will not earn any interest while being deposited in Your Account. Your obligations with regards to keeping Your Account safe as set forth in this Agreement shall continue to apply.
4.10. You can deposit Funds by visiting the Platform, logging into Your Account and following the relevant deposit instructions on the Platform.
4.11. Deposited Funds will be credited to Your Account after the Funds have been received by Us. Before We receive the Funds, the transaction is assigned a “Pending” status.
4.12. To transfer Funds You are required to authorize the transfer with Your login and password information.
You can see the conversion rate as You fill out the deposit form. You can check all currency rates using the Tools/Currency rates history in your Account area.
4.13. To transfer Funds You must fill out the respective transfer form, including, among other information:
correct information of the destination account that We can use for identification. If the information is not registered with Us, the transfer will not be processed; and the amount You want to transfer.
4.14. As soon as You follow the confirmation link received from Us, the transfer request will be put into the queue and processed within 48 hours. At this stage, We may request You to provide additional information and supporting documents regarding the transfer.
4.15. You may also cancel the transaction while it is assigned the “pending” status, i.e. before the Funds have been credited to the destination account.
4.16. You have the right to withdraw Funds from Your Account at any time. However, You may be required to verify Your identity additionally beforehand. There is no minimum withdrawal amount but the Funds in Your Account must be sufficient to cover any applicable withdrawal fees. You can choose the method of withdrawal prior to submitting a withdrawal request.
4.17. We do not guarantee the availability of any particular withdrawal method and may make changes to or discontinue a particular withdrawal method at any time as long as there is at least one withdrawal method available to You. Where the withdrawal payment is received by You through an external Payment Service Provider (such as a bank where You have a bank account), We shall not be responsible for the withdrawal payment once the withdrawn Funds are received by Your Payment Service Provider.
4.18. To withdraw Funds You are required to authorize the transfer with your login and password information.
4.19. To withdraw Funds, You should fill out the respective form, including among other information:
- payment instruments and their payment information; and
- correct information of the destination account that We can use for identification; and
- the amount You want to withdraw.
4.20. Depending on withdrawal method and chosen payment instrument, You will need to provide other information or to complete other activities that We may reasonably require to ensure proper authorization of the withdrawal.
4.21. Due to Our fraud protection measures a withdrawal to a credit/debit card will be possible only to the credit/debit card from which the initial deposit came from.
4.22. Withdrawals may be subject to other limits due to security and legal requirements of the third party Payment Service Provider. Please contact Your Payment Service Provider for the limits applied to transactions.
4.23. You shall have the right to request a banking investigation of the transfer in the following cases:
4.24.1 If the Funds sent via wire transfer do not appear at Your Payment Service Provider within 10 business days, or
4.24.2 If the Funds sent via Payment Service Provider are not deposited to Your Account within 10 business days, or
4.24.3 If the Funds sent by means other than wire transfer do not appear in Your Account within 5 business days.
4.25. You understand that the banking investigation may entail commission charges that must be paid by You, except in cases of mistakes in withdrawals made by employees of the Company. The method of payment of commission charges shall be determined by the Company individually and may be done by both transfer of the fee to the Company’s account and by withdrawal of the fee from Your Account. You shall be ready to provide the Company with all necessary documents required for investigation purposes.
4.26. Withdrawals may be subject to third party Payment Service Provider’s withdrawal fees and currency conversion fees depending on which withdrawal method and payment instrument is chosen. Such fees are deducted from Your withdrawal amount.
4.27. You may not make a withdrawal to a Payment Service Provider or to an account held with other payment service providers if You are not the named holder of such an account. Violation of this requirement may be treated as a suspicion transaction in terms of Our AML/CFT policy and resolved in compliance with the respective procedures.
4.28. You must ensure that the payment information You enter when withdrawing Funds is correct and complete. We will not be liable for withdrawn Funds sent to the wrong payment institution where this is due to You providing incorrect payment information.
4.29. You may also cancel the transaction while it is assigned a “pending” status, i.e. before the Funds have been credited to the destination account.
4.30. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorizing any withdrawal of Your Funds. For these purposes We may request You to provide additional verification documents under the terms defined by Us.
5.1. Each project that is placed on the Platform for the
purpose of collecting funds from private investors has successfully undergone
the due diligence procedures by the Us.
5.2. You can independently choose a project you are willing
to invest to, as well as the amount of funds you are willing to invest.
5.3. Each project has:
- target investment sum – the most desirable
sum that the owner of a project is willing to collect;
- maximum investment sum – the sum after
collecting of which the project is automatically closed and no longer accepts
5.4. If the project fails to accumulate the target sum
within the set timeframe:
- the deadline is re-confirmed with owner of
the project, and the new one set, OR
- We ourselves recap the outstanding amount for
a project from the funds we obtain from private investors and investment funds
on the basis on bilateral agreements;
5.5. If a project has accumulate target investment sum
within the timeframe set, and owner of a project is willing to continue
collecting investments up to maximum investment sum, we change the deadline to
the new one, in accordance with terms agreed with owner of a project.
5.6. We reserve the right to change the deadline manually,
if we have reasonable assumptions that the target investment sum will not be
accumulated within the timeframe established initially.
5.7. You start receiving earnings from a project immediately
after you have made an investment.
5.8. You have a right to request refunding of the amount of
investment made to a particular project within 30 days from the date the
investment was made. The request must be lodged in electronic form via e-mail
firstname.lastname@example.org. You must specify the amount of funds you are willing to
refund. We keep 10% of the refund amount as the commission for the service.
6. THE COMPANY'S RIGHTS AND OBLIGATIONS
6.1. The User acknowledges that the Company has the
6.1.1. To reject, cancel, delete or adjust any project that
may be placed on the Platform;
6.1.2. To suspend the User’s Account;
6.1.3. To correct any transactions of Users deemed necessary
by the Company for the proper provision of Services under this Agreement;
6.1.4. To restrict access to, impose limits on, suspend,
stop or cancel use of the Platform (including, without limitation,
discontinuing the User’s use of the API) either generally or for particular
Funds, transactions or Users, or to discontinue transmission of any or all
6.1.5. The Company may refuse to facilitate or proceed with
any transactions or refuse access to the Platform at the Company’s sole
discretion, as a result of any of the following:
188.8.131.52. Full or partial failure of the Platform, including
failure of technology or any of the communications linked to the Platform and
the User and/or any of the Counterparties, or any other circumstance in which
it is deemed impractical to use the Platform;
184.108.40.206. A breach of the Platform security;
220.127.116.11. A material breach by the User of their obligations
under this Agreement or any other agreement with the Company (including the
Account Opening Documentation);
18.104.22.168. Failure to comply with any applicable laws by the
6.2. For the purpose of mitigating and managing potential
AML/CTF risks faced by the Company and without detracting from the generality
of the Company rights as expressly stipulated above, the Company reserves the
right, at its sole discretion, to suspend any User’s Account and prohibit any
activity including, but not limited to, withdrawals for the term of internal
investigation but not more than 180 days, providing that the Company has
reasonable suspicion that User’s activity (i) does not comply with the Services
provided by the Company and the subject of this Agreement, and/or (ii) is
fraudulent, and/or (iii) is in breach of the law, the present Agreement or the
Company’s Anti-Fiat Currency Laundering and Counter-Terrorism Policies.
6.3. In case of any dispute the Company reserves the right
to apply to third parties for advice and/or investigation, expertise or
analysis, including, without limitation, on a fee paid basis and the Company
shall retain the right to forward such costs to the User pursuant to the
provisions of this Agreement.
6.4. The Company will make all possible endeavors collect
investments project(s) placed by the User. The User hereby understands that
the Company is unable to guarantee the collection of investment sum in full,
and that the User will not hold the Company liable for any failure in the
investment accumulation process.
7. USER REPRESENTATIONS, WARRANTIES AND AUTHORISATIONS
7.1. The User represents and warrants that:
7.1.1. The User is of sound mind, legal age and legal
7.1.2. No person other than the User has or will have an
interest in the User's Account, and,
7.1.3. Regardless of any subsequent determination to the
contrary, the User is suitable to enter into this Agreement, and,
7.1.4. The User is not an employee of any exchange or any
corporation in which any exchange owns a majority of capital stock, any member
of any exchange and/or firm registered on any exchange, or any bank, trust, or
insurance company, and in the event that the User becomes so employed, the User
will promptly notify the Company via e-mail of such employment; and,
7.1.5. All information provided in the information portion
of the Account opening process is true, correct and complete as of the date
hereof and the User will notify the Company promptly of any changes to such
7.2. The User hereby confirms and acknowledges his/her
express consent to eliminate the confidential nature of all communications
regarding, without limitation, any disputes, legal proceeding or public
statements between the parties hereto or its results, including court or other
dispute resolution decisions on the matter. The User further agrees that the
Company, at its sole discretion, may disclose the contents of such communication
where and when the Company deems necessary, yet according to the provisions of
the GDPR (General Data Protection Regulation (EU) 2016/679).
7.3. The User represents and warrants that they will
immediately notify the Company with regard to any error detected on the
Platform, including exchange and trading system, Account, or the Platform
functionality, affecting the interests of the User and to cease all further
actions with the systems, except for those actions that are aimed at preventing
loss to the User. The User hereby confirms and acknowledges that the User will
not use the system error in their own interest. Violation of these provisions
will cause the Company to execute its rights under the User’s indemnification
responsibilities specified in this Agreement and may result in, among other
things, termination or suspension of the User’s right to use the Services.
7.4. In case of an unauthorized exchange/trading transaction
or an exchange/trading transaction that was incorrectly executed due to an
error by Us, You shall bring the unauthorized or incorrectly executed
transaction to Our attention within 1 (one) day of the date of transaction. You
shall remain solely liable for all losses arising from the transaction
specified above in the following cases: (i) the unauthorized transaction arose
from Your failure to keep the Account credentials safe; and/or (ii) You fail to
dispute and bring the unauthorized or incorrectly executed transaction to Our
attention within 1 (one) day of the date of transaction.
7.5. The User represents and warrants that the financial
information disclosed to the Company when opening the Account is an accurate
representation of the User's current financial condition.
7.6. The User acknowledges that they have no separate agreement
with a Company’s employee or agent regarding the trading or exchanging in the
User's Account, including any agreement to guarantee profits or limit losses in
the User's Account. The User understands that the User is under an obligation
to notify the Company's Compliance Officer immediately in writing as to any
agreement of this type. Furthermore, the User understands that any
representations made by anyone concerning the User's Account that differ from
any statements the User receives from the Company must be brought to the
attention of the Company's Compliance Officer immediately in writing. The User
understands that the User must authorize every transaction prior to its
execution unless the User has delegated discretion to another party by signing the
Company's limited trading/exchanging authorization, and any disputed
transactions must be brought to the attention of the Company's Compliance
Officer pursuant to the notification requirements of this Agreement. The User
agrees to indemnify and hold the Company harmless from all damages or liability
resulting from the User's failure to immediately notify Our Compliance Officer
of the occurrences referred to herein.
7.7. The User acknowledges and agrees that a situation may
arise whereby an officer, director, associate, employee, bank, bank employee,
dealer or an affiliate company associated with the Company or the Company
itself may be the opposing broker or counterparty for a trade entered by the
The User hereby consents to any such transaction, subject to
the limitations and conditions, if any, of any applicable regulatory agency.
7.8. The User agrees to promptly pay to the Company all
damages, costs and expenses, including attorney's fees, incurred by the Company
in the enforcement of any of the provisions of this Agreement or any other
agreements between the Company and the User. To the extent allowable by law, We
reserve the right to set-off any damages or amounts owed to Us by You for Your
breach of this Agreement or other obligations under this Agreement against
Funds in Your Account held with the Company.
7.9. The User confirms that they are responsible for keeping
track of regulatory changes in his/ her country of residency and for
understanding what rules apply to his/her use of the Platform.
7.10. The User is solely responsible for calculating and
declaring their activities to appropriate tax authorities (if required).
8. NO FINANCIAL ADVICE
8.1. The Company, at its sole and absolute discretion, may
from time to time provide information to the User on practical aspects of crowdfunding/investment.
8.2. Notwithstanding any such information provided by the
Company, the User acknowledges and agrees that they enter into each transaction
of their own free will without reliance on any information provided by the
Company and that such exchange or trading order is undertaken at their own
risk. The User shall not be entitled to rely on the Company for advice on the
timing or terms of any exchange or trading order.
8.3. The User acknowledges and agrees that the exchange
rates vary regularly and may be affected by matters and events outside the
control of the User or the Company.
9. LIQUIDATION OF ACCOUNT
9.1. In the event of (a) death or judicial declaration of
incompetence of the User; (b) filing of a petition for bankruptcy, or a
petition for the appointment of a receiver, or the institution of any
insolvency or similar proceeding by or against the User; (c) filing of an
attachment against any of the User's Accounts carried by the Company, (d)
insufficient margin, or Company’s determination that any collateral deposited
to protect the User is inadequate, regardless of current market quotations, to
secure the Account; (e) User's failure to provide the Company any information
requested pursuant to this Agreement; or (f) any other circumstances or
developments that the Company may deem appropriate for its protection, at the
Company’s sole discretion, it may take one or more, or any part of the
following actions: (1) satisfy any obligation the User may have to the Company,
either directly or by way of guarantee with any of the User's Funds or property
in its custody or control or in the custody or control of any of the Company's
affiliates; (2) sell or purchase any or all Funds, or other property held or
carried for the User; (3) cancel any or all outstanding orders or contracts, or
any other commitments made to the User. Any of the above actions may be taken
without demand for margin or additional margin, without prior notice of sale or
purchase or other notice to the User, the User's personal representatives,
heirs, executors, administrators, trustees, legatees or assignees and
regardless of whether the ownership interest shall be solely the User's or held
jointly with others. In the liquidation of the User's positions, the Company,
at its sole discretion, may offset in the same settlement or may initiate new
long or short positions in order to establish a spread or straddle which, in
Company’s sole judgment, may be advisable to protect or reduce existing
positions in the User's Account. Any sales or purchases hereunder may be made
according to the Company’s judgment and at its sole discretion.
10. RESTRICTED JURISDICTIONS
10.1. The Company does not provide Services to persons who
reside in the countries identified by the FATF as high risk or non-cooperative
jurisdictions having strategic AML/CFT deficiencies.
10.2. The Company does not provide Services, to persons
residing in blacklisted countries.
10.3. The Company does not accept transfers to/from an
Account at a bank and/or other payment institution incorporated in the USA, its
territories or possessions or in the Countries identified by the FATF as high
risk or non-cooperative jurisdictions. In case the Company knows or suspects or
has reasonable grounds to know or suspect that the User became a resident of a
country not serviced by the Company, We will immediately close all outstanding
positions and suspend the Account in question.
11. LIMITATION OF LIABILITY AND INDEMNIFICATION
11.1. We (or Our licensors, agents, suppliers, resellers,
service providers, or any other subscribers or suppliers) in no event shall be
liable to You, or any other third party for any direct, special, indirect,
incidental, consequential, exemplary, or punitive damages, including, without
limitation, damages for loss of profits, loss of business, loss of opportunity,
loss of reputation, loss of information, business interruption, revenue, or
goodwill, which may arise from Your use of Our Services and the Platform or any
materials contained on the Platform or for Your failure to understand the
nature of cryptocurrencies, its derivatives or the market for such currencies
and its derivatives.
11.2. Without prejudice to any other terms of this Agreement
relating to the limitation of liability and provision of indemnities, the
following shall apply in particular to provision of Services under this
11.2.1. System errors: The Company shall bear no liability
to the User for any partial performance or failure to perform its obligations
hereunder by reason of any cause beyond its reasonable control, for damages
which the User may suffer as a result of malfunction or failure of
transmission, communication or computer facilities, or any transmission errors,
technical faults, malfunctions, illegal intervention in network equipment,
network overloads, malicious suspension of access by third parties, Internet
malfunctions, interruptions, failure by intermediate service provider or agent,
agent or principal of its custodian, sub-custodian or dealer for any reason to
perform their obligations or other deficiencies on the part of any Internet
Services provided by the Company. The User acknowledges that any Services may
be limited or unavailable due to such system errors, and that the Company
reserves the right to suspend access to any such Services for this reason upon
11.2.2. Delays: Neither the Company nor any of its
affiliates and/or third party providers and/or suppliers accept any liability
in respect of any delays, inaccuracies, errors or omissions in any data
provided to the User in connection with the Account, the Platform or use of
10.2.3. Viruses: The Company shall have no liability to the
User (whether in contract or in tort, including negligence) in the event of any
viruses, worms, software bombs or similar malicious code items introduced into
the User`s information system via the Account and/or Service provided by the
Company, provided that the Company has taken reasonable steps to prevent any
11.2.4. Unauthorised use: The Company shall not be liable
for any loss, liability or cost whatsoever arising from any unauthorized use of
the Account, Platform or related Services.
Without detracting from the generality of indemnification
provisions hereunder, the User shall indemnify, protect and hold the Company,
its owners, subsidiaries, affiliates, employees, management and third party
contractors harmless from and against all losses, liabilities, judgements,
suits, actions, proceedings, claims, damages and costs resulting from or
arising out of any act or omission by any person using the Account, Platform
and related Services and/or any service using any designated Account
credentials or other authentication and/or access information provided by the
Company to the User, whether or not the User actually authorized such use.
11.2.5. Markets: The Company shall not be liable for any
action taken by or at the instruction of any appropriate market or regulatory
or self-regulatory body or failure by such regulatory or self-regulatory organization,
for any reason, to perform its obligations.
11.2.6. Third party service: In the event that any software
and/or service of any third-party is used by the Company in the enforcement of
any of the provisions of this Agreement, the User agrees to indemnify and hold
harmless such third parties of any claims, actions or suits, as well as any
related expenses, liabilities, damages, settlements, costs or fees arising from
the User’s use or misuse of the third-party software and/or service as part of
the Company’s Services.
11.3. We shall not be liable for any disruption or
impairment of the Platform or the Service or for disruptions or impairments of
intermediary services on which We rely for the performance of Our obligations
hereunder, provided that such disruption or impairment is due to abnormal or
unforeseeable circumstances beyond Our reasonable control or the control of the
11.4. The Company shall not be liable to the User for any
claims, losses, damages, costs or expenses, lost opportunity to trade,
including attorneys' fees, caused, directly or indirectly, by any events,
actions or omissions, including, without limitation, claims, losses, damages,
costs or expenses, including attorneys' fees, resulting from civil unrest, war,
insurrection, international intervention, governmental action (including,
without limitation, exchange controls, forfeitures, nationalizations or
devaluations), natural disasters, acts of God, market conditions, inability to
communicate with any relevant person or any delay, disruption, failure or
malfunction of any transmission or communication system or computer facility,
whether belonging to the Company, the User, any market, or any settlement or
11.5. We shall not be liable for assessment or payment of
any taxes, duties or other charges that arise from the underlying transaction
between You and another Company’s User.
11.6. The Company specifically excludes liability for any
loss, harm, distress or damage suffered by You or any third party as a result
of inaccurate information appearing on the Platform.
11.7. The User agrees to defend, indemnify and hold harmless
the Company, its affiliates, employees, agents, successors, subsidiaries,
assignees and each of their respective officers, directors, shareholders,
members, partners, attorneys, employees, from and against any and all
liabilities, losses, damages, costs and expenses, including attorney's fees,
incurred by the Company, for all damages directly, indirectly, and/or
consequentially resulting or allegedly resulting from or arising out of the
User's failure to fully and in a timely manner perform the User's obligations
hereunder or use, misuse, or inability to use the Platform, Services, or any of
the materials contained therein, or the User’s breach of this Agreement or should
any of the representations and warranties fail to be true and correct.
11.8. To the maximum extent permitted by applicable laws,
You also agree to defend and indemnify the Company should any third party be
harmed by Your illegal actions or should We be obligated to defend any claims
including, without limitation, any criminal action brought by any party.
11.9. If any applicable authority holds any portion of this
Section of the Agreement to be unenforceable, then liability will be limited to
the fullest possible extent permitted by applicable law.
12. DISCLAIMER OF WARRANTIES
12.1. Except as expressly provided to the contrary in
writing by Us, Our Services and Platform are provided on an "as is"
and "as available" basis. We expressly disclaim and You waive all
warranties of any kind, whether expressed or implied or statutory, including,
without limitation, implied warranties of merchantability, fitness for a
particular purpose, title and non-infringement as to Our Services, Platform and
the information, content and materials contained therein.
We make no representations or warranties that the Platform
or Services, or any materials contained therein, will be uninterrupted, timely,
secure or error-free; nor do We make any representations or warranties as to
the quality, suitability, truth, usefulness, accuracy, or completeness of the
Platform or Services or any of the materials contained therein.
12.2. You acknowledge that information You store or transfer
through Our Platform or Services may become irretrievably lost or corrupted or
temporarily unavailable due to a variety of causes, including software
failures, protocol changes by third party providers, Internet outages, force
majeure or other disasters, including third party DDoS attacks, scheduled or
unscheduled maintenance, or other causes either within or outside Our control.
You are solely responsible for backing up and maintaining duplicate copies of
any information You store or transfer through Our Services.
12.3. You understand that We cannot and do not guarantee or
warrant that files available for downloading from the Internet will be free of
viruses, worms, Trojan horses, or other code that may manifest contaminating or
destructive properties. We do not assume any responsibility or risk for Your
use of the Internet.
12.4. We make no warranty regarding any exchange transaction
entered into through the Platform or Services and We are not responsible for
any use of confidential or private information by the User or third parties. We
are NOT responsible for the market, and We make no representations or
warranties concerning the value of Crypto or Fiat Currency of any kind.
13. SERVICE PROVIDERS
13.1. The User does hereby agree and acknowledge that the
technological facility (the Platform), and related software and Services may be
provided by an external third party licensors. The Company does not bear any
responsibility, whether expressed or implied or statutory, in respect of
non-infringement as to the technological facility (the Platform), and related
software and Services provided by external third party licensors. We make no
representations or warranties that the technological facility (the Platform),
and related software and Services will be uninterrupted, timely, secure, or
error-free; nor do We make any representations or warranties as to the quality,
suitability, truth, usefulness, accuracy, or completeness of the above, as
additionally specified by us.
13.2. The User hereby agrees and acknowledges that the
functionality of the Platform, its configuration and content may be modified by
an external third party licensor, including but not limited to:
13.2.1. The parameter and protocols, by which the orders are
placed, routed, matched or otherwise processed by the Platform,
13.2.2. The availability of the Platform with respect to a
particular Fund, or transaction at any particular time or location.
14. COMMUNICATIONS, STATEMENTS AND CONFIRMATION
14.1. Reports, statements, notices and any other
communications will be transmitted to the User electronically by posting to the
User's Platform terminal or to the User’s Account available through the
Platform, or via e-mail to the registered e-mail address. All communications so
posted or sent shall be deemed transmitted by the Company when posted or sent
and deemed delivered to the User personally, whether actually received by the
User or not.
14.2. Reports of the confirmation of orders and statements
of Account for the User shall be deemed correct and shall be conclusive and
binding upon the User, unless objected to immediately upon receipt and
confirmed in writing, within 1 (one) day of electronic transmittal to the User.
Instead of sending exchange confirmations via postal mail,
the Company will provide the User with access to view the User's Account at any
time via the Internet.
14.3. The User agrees and acknowledges that all
conversations regarding the User's Account between the User and the Company
employees may be electronically recorded with or without the use of an
automatic tone-warning device. The User further agrees to the use of such
recordings and transcripts thereof as evidence by either party in connection
with any dispute or proceeding that may arise involving the User or the
Company. The User understands that the Company destroys such recordings at
regular intervals in accordance with the Company’s established business
procedures and the User hereby consents to such destruction.
15.1. If any conflict situation arises when the User
reasonably believes the Company to be in breach of one or more terms of this
Agreement as a result of any action or failure to act, the User has the right
to file a complaint with the Company within one day after the grievance has
16.1. Due to the nature of Our business no refunds are
issued by the Company. The only exception is made if You are not the User of
the Company, i.e. if You do not hold a verified Account with the Company. In
this case the Company will refund any Funds received from You using the same
method originally used by You.
16.2. Without detracting from the provisions above, it is
expressly stipulated that You are free to use a withdrawal procedure to
withdraw Funds from Your Account. Information about the ways of withdrawal
provided by the Company and the withdrawal procedure is available on Our
17.1. Privacy and data protection are governed by Our
18. GOVERNING LAW AND JURISDICTION
18.1. This Agreement, and the rights and obligations of the
parties hereto, shall be governed by and enforced in all respects by the laws
of Estonia without regard to the choice of law principles.
18.2. The User agrees that any civil action, arbitration or
other legal proceeding between the Company or its employees or agents, and the
User arising out of or relating to this Agreement or the User's Account shall
be brought, heard and resolved only by a court located in Company’s
jurisdiction and the User hereby waives trial by jury in any such action or
proceeding and waives the right to have such proceeding transferred to any
other location. No action, regardless of form, arising out of or relating to
this Agreement or transactions hereunder may be brought by the User more than
one year after the cause of action arose.
18.3. The Company may offer to settle any claim in an
independent third party organization, such as an arbitration court in the
jurisdiction of the Company. The User may agree or not agree to take this
19. ANTI-MONEY LAUNDERING POLICY
19.1. The Company is committed to providing its Users with
safe and compliant Services. For this purpose, We will be monitoring
transactions for any suspicious activities, and will be reporting to government
authorities as required by law.
19.2. The Company needs to keep certain information and
documentation on file pursuant to applicable law and its contractual
relationships, and We hereby expressly reserve the right to keep such
information and documentation for at least five years or more if required and
pursuant to the privacy and data protection requirements. This requirement will
stay in force even if the User terminates their Account and stops using the
Services. This will also be true if the User has initiated, but not completed
their application to have an Account with the Company.
19.3. For enhanced security, the Company may contract third
parties that provide certain information validation and Anti-Money Laundering
19.4. The Company has developed an Anti-Money Laundering
Policy, a summary of which is available on the Platform.
20.1. The User understands, acknowledges and agrees that the
Company may amend or change this Agreement at any time at its sole discretion.
The Company will post the amendment or an updated version of the Agreement on
the Platform with an indication of the last update date. The User agrees to be
bound by the terms of such amendment or change on the earlier of:
20.1.1. 1 (one) business day after the Company has posted
such amendment as specified above; or
20.1.2. on such occasion when the User executes any transaction
on the Platform;
20.2. All such amendments and changes shall apply
equally to all Users, including those who accepted this Agreement before the
effective date of the amendments or changes.
20.3. The User shall become acquainted with the current
version of this Agreement and shall monitor all changes and amendments hereto
and bear all risks associated with the failure of this obligation.
20.4. If the User objects to a part or all of the Agreement,
then the User must stop using the Services of the Company immediately. By
continuing to use Our Services and the Platform, You acknowledge that You agree
to be bound by provisions of this Agreement (with all changes and amendments
21.1. This Agreement shall continue in effect until
termination, and may be terminated by the User at any time, provided that the
User has no liabilities held by or owed to the Company, upon the actual receipt
by the Company of written notice of termination via registered e-mail, or at
any time whatsoever by the Company upon the transmittal of a notice of
termination to the User via registered e-mail or to the Users Account available
through the Platform; provided, that such termination shall not affect any
transactions previously entered into and shall not relieve either party of any
obligations set out in this Agreement nor shall it relieve the User of any
obligations arising out of prior transactions entered into in connection with
21.2. We may at any time suspend or terminate this Agreement
or any of Your Accounts without notice in the following cases:
21.2.1. You breach any condition of this Agreement and/or
respective Customer Agreement or other legally binding obligations between the
Company and You;
21.2.2. You violate or We have reason to believe that You
are in violation of any law or regulation that is applicable to Your use of Our
21.2.3. We have reason to believe that You are in any way
involved in any fraudulent activity, money laundering, terrorism financing or
other criminal activity.
21.3. We may suspend your Account at any time if:
21.3.1. We reasonably believe that Your Account has been
compromised or for other security reasons; or
21.3.2. We reasonably suspect that Your Account has been
used or is being used without Your authorization or fraudulently; and We shall
notify You either prior to suspension or, if prior notification is not possible
under the circumstances, promptly after the suspension unless We are prohibited
from so doing by law.
22. FORCE MAJEURE
22.1. The Company is not responsible for any damages caused
by delay or failure to perform its obligations under the Agreement in the event
that said delay or failure is due to fires; strikes; floods; power outages or
failures; lawful acts of public authorities; any and all acts that are regarded
as Force Majeure in legal practice.
23. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
23.1. Unless otherwise indicated, all copyright and other
intellectual property rights of all content and other materials contained on
Our Website or provided in connection with the Services are the proprietary
property of the Company.
We grant the User a limited, nonexclusive and
non-sublicensable permission to access and use the data made available by the
Company for personal or internal business use of the User. Such permission does
not include any unauthorised distribution or use, modification or public
display of any data made available by the Company. The permission granted under
this provision will be automatically terminated if the Company suspends or
terminates User’s access to the Services.
24.1. If the User has any questions or concerns related to
the Agreement, their rights and/or obligations, they can contact the Company
according to the following contact information: