TERMS AND CONDITIONS FOR CRYPTO EXCHANGE IN INDIA

INFORMATION ABOUT OUR AGREEMENT WITH YOU

1. Introduction

1.1. About us. The Cryptozpay group is an ecosystem centred around an online exchange for Digital Assets trading. The Cryptozpay group provides users and Merchants with a trading platform to buy and sell Digital Assets, an integrated custody solution allowing users to store their Digital Assets and other Digital Asset-related services.

1.2. These Terms. By registering to open a Cryptozpay Account you are entering into a legally binding agreement with us. These Terms will govern your use of the Cryptozpay Services and tell you who we are, how we will provide the Cryptozpay Services to you, how these Terms may be changed or terminated, what to do if there is a problem, along with other important information.

You must read these Terms, together with the documents referenced in the Terms, carefully and let us know if you do not understand anything.

Where any Local Terms apply to your use of the Cryptozpay Services, such Local Terms shall govern your use of the Cryptozpay Services.

1.3. Additional documents. These Terms refer to a number of additional documents which also apply to your use of the Cryptozpay Services. This includes:

• Our Privacy Notice, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using the Cryptozpay Services, you understand and agree to such processing and you promise that all data provided by you is accurate and up to date.
• Our Risk Warning, which sets out important information on the risks that can arise when buying, selling, holding or investing in Digital Assets.
• The Fee Structure page on our Website.
• Product Terms, which set out additional terms and conditions that will apply to your use of specific Cryptozpay Services.

You acknowledge that you will be bound by, and agree that you will comply with, any relevant additional terms and conditions that apply to your use of the Cryptozpay Services.

2. Eligibility

2.1. Eligibility criteria. To be eligible to register for a Cryptozpay Account and use the Cryptozpay Services, you must:

• be an individual, corporation, legal person, entity or other organisation with the full power, authority and capacity to (1) access and use the Cryptozpay Services; and (2) enter into and comply with your obligations under these Terms;
• if you are an individual, be at least 18 years old;
• if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;
• not be a Restricted Person;
• not currently have an existing Cryptozpay Account; and
• not be located, incorporated, otherwise established in, or resident of, or have business operations in:
  • a jurisdiction where it would be illegal under Applicable Law for you to access or use the Cryptozpay Services, or cause us or any third party to contravene any Applicable Law; or
  • a country listed in our List of Prohibited Countries.

2.2. Amending our eligibility criteria. We may amend our eligibility criteria at any time in our sole discretion. Where possible, we will give you notice in advance of the change. However, we may occasionally need to make changes without telling you in advance. This may include where:

• we are making the change as a result of legal and/or regulatory changes;
• the changes being made are in your interest; and/or
• the changes being made are in your interest; and/or
• there is any other valid reason which means there is no time to give you notice.

Where we are unable to give you advance notice, we will let you know of the change as soon as possible after it is made.

3. How we contact each other

3.1. How you can contact us. For more information on Cryptozpay, you may refer to the information found on our Website. If you have questions, feedback or complaints you can contact us via our Customer Support team at [email protected]. These Terms may specify contact details for particular notices. This address is not monitored for those notices.

3.2. How we will contact you. We will contact you using the details you provide to us. This may include contacting you by email, SMS or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. If you do not, we will not be responsible if you do not receive information, notices or other important information from us.

4. Cryptozpay Services

4.1. Specific product terms. Once you have opened a Cryptozpay Account, you will be able to use the Cryptozpay Services in accordance with these Terms and the Product Terms that govern your use of each specific Cryptozpay Service.

4.2. Intra-group services. You acknowledge and agree that some of the Cryptozpay Services may be provided by Cryptozpay Affiliates.

5. Fees and calculations

5.1. Payment of fees. You agree to pay all applicable fees in connection with your use of the Cryptozpay Services as set out on the Fee Structure page on our Website, or otherwise communicated to you in any relevant Product Terms.

You authorise us to deduct all applicable fees, commissions, interest, charges and other sums that you owe from your Cryptozpay Account under these Terms or any Product Terms in accordance with the method of calculation set out on our Fee Structure page. If you owe us an amount in one Digital Asset and do not have sufficient assets in that Digital Asset, we may deduct the sums owed in another Digital Asset to effect payment (in which case we will convert the Digital Asset you hold into the Digital Asset in which the sums owed to us are denominated (or the Fiat Currency equivalent), at the rate currently offered on the Platform or at such other commercially reasonable rate as we may determine). In the event that there are insufficient Digital Assets in your Cryptozpay Account, you acknowledge that any amount due and payable from you under this clause is a debt immediately due and owing by you to us in such amount and form (whether in the form of a Digital Asset or otherwise) as we may determine, acting in a commercially reasonable manner.

5.2. Amending our fees. We may adjust our fees from time to time in accordance with clause 18.3 of these Terms.

5.3. Calculations: Any calculations made by Cryptozpay in connection with the Cryptozpay Services are final and binding on you in the absence of Manifest Error. Calculations will be made in accordance with the stated methodology for the relevant Cryptozpay Service in our good faith discretion.

6. Creating a Cryptozpay Account

6.1. Account opening. You must create and maintain a Cryptozpay Account in order to access the Cryptozpay Services and the Platform. This may be a Cryptozpay Account for an individual user, or a Corporate Cryptozpay Account where the user is a corporation, entity or other organisation.

All Cryptozpay Accounts are provided at our absolute discretion. We reserve the right to refuse any application for a Cryptozpay Account without reason or to limit the number of Cryptozpay Accounts that you may hold.

6.2. Sole benefit. By opening a Cryptozpay Account you agree that:

• where you are an individual user, you will use your Cryptozpay Account only for yourself, and not on behalf of any third party, unless you have obtained our prior written consent to do so; and
• where you are a corporate user, your Permitted Users will use the Corporate Cryptozpay Account only for your benefit, and not on behalf of any third party, unless our prior written consent has been obtained. Additionally, you will not offer direct market access to the Platform to any other party, including through the use of a sub-account, unless and until such other party has completed identity verification deemed appropriate by Cryptozpay and has separately onboarded onto the Platform. Any other party so verified shall be considered a “Permitted User” as that term is described herein. For avoidance of doubt, any entity or individual using a Cryptozpay Sub-Account must be separately verified to be considered a “Permitted User” and to be permitted to use the Cryptozpay Services.
• You are fully responsible for all activity that occurs under your Cryptozpay Account.

6.3. Identity verification. You will need to comply with our identity verification procedures before you are permitted to open a Cryptozpay Account and access and use the Cryptozpay Services, whether independently or through a third-party service, by providing us with certain information about yourself and, where relevant, all of your Permitted Users. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes.

You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, and that of any Permitted Users, or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

When we carry out inquiries, you acknowledge and understand that your personal data, and that of any Permitted Users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full.

You can review our Privacy Notice to have more information about how we process your personal data.

6.4. Enhanced due diligence. We may also require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, your business or your Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of Cryptozpay.

6.5. Records. We keep your personal data to enable your continued use of Cryptozpay Services, for as long as it is required in order to fulfil the relevant purposes described in this Privacy Notice, and as may be required by law such as for tax and accounting purposes, compliance with anti-money laundering laws, or as otherwise communicated to you. Please review our Privacy Notice for more information on how we collect and use your personal data relating to the use and performance of our Sites and the Cryptozpay Services.

6.6. Sub-Accounts. At our discretion, you may create and access a Cryptozpay Sub-Account. Each natural person associated with a Cryptozpay Sub-Account is subject to the identity verification requirements set out in this clause 7. Only one natural person or corporate entity may be associated with a particular Cryptozpay Sub-Account.

8. Information requests

8.1. When we may request information. We may require information from you at any time for the purposes of complying with any Applicable Law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree to provide us with any such information we request and permit us to keep a record of the information for the lifetime of your Cryptozpay Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Applicable Law.

8.2. What happens when you provide information. Your access to your Cryptozpay Account and the Transaction limits that apply to your use of the Cryptozpay Services may be altered as a result of information collected about you on an ongoing basis. If there is a reasonable suspicion that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information, or do such other things that we consider necessary to ensure that the information provided by you is true and correct.

8.3. If you fail to provide any requested information. You must comply with any information request we send to you. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend or terminate your access to your Cryptozpay Account, or to all or part of the Cryptozpay Services immediately, without notice.

9. Accessing your Cryptozpay Account

9.1. Access. To access your Cryptozpay Account you or, where relevant, your Permitted Users, must have the necessary equipment (such as a computer or smartphone) and access to the internet. Your Cryptozpay Account can be accessed directly using the Platform or by such other mode of access (including APIs) as we may prescribe. You are only permitted to access your Cryptozpay Account by using the Access IDs we provide to you or your Permitted Users for such purposes. We may require multi-factor authentication to keep your Cryptozpay Account safe and secure.

The use of the Platform and other access methods may be subject to such additional terms as we communicate to you.

9.2. Restricting access to third parties. You must ensure that any Cryptozpay Account(s) registered under your name will not be used by any person other than yourself or, with respect to Corporate Cryptozpay Accounts, your Permitted Users, other than in accordance with these Terms.

10. Account information and Transaction records

10.1. Your Account History. You will be able to access your Account History on the Platform. You must review your Account History carefully and let us know if you see any entries or Transactions that you do not recognise or you think are incorrect within fourteen (14) calendar days of the date that your Account History is provided or made available to you.

10.2. Errors. We may rectify any error in your Account History at any time, and reserve the right to void, cancel or reverse any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect what we reasonably consider to be the correct or fair details of such a Transaction.

You acknowledge and agree that where you execute any Transaction with Improper Intent and/or in the case of Manifest Error, Cryptozpay is authorised by you (without any payment or penalty or liability due by Cryptozpay and provided that such action is in compliance with Applicable Law) to either:

• cancel/void such Transaction and treat such Transaction as if they had never been entered into; or
• amend the price(s) of such Transaction (upon notice from Cryptozpay to you of the amended price(s)) to reflect the prevailing market price(s) as at the relevant time, as determined by Cryptozpay by reference to an available source for fair market pricing;
• If Cryptozpay cancels a Transaction pursuant to the rights referred herein, Cryptozpay will reverse any transfers of Digital Assets that have been made to and/or from your Cryptozpay Account in connection with such Transaction as if that Transaction had never taken place.
• If Cryptozpay amends a Transaction pursuant to the rights referred herein, Cryptozpay will confirm the details of the amended terms of the Transaction to you through an agreed communication channel and will affect such transfers of Digital Assets to and/or from your Cryptozpay Account as are required to reflect the terms of the amended Transaction.
• You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any Transaction(s) that may be subject to any cancellation/amendment pursuant to Cryptozpay’s rights herein.

10.3. Information sharing. We may be required under these Terms or Applicable Law to share information about your Cryptozpay Account and Account History with third parties and Cryptozpay Affiliates. You acknowledge and agree that we are entitled to disclose such information. For more information about how we process your personal data you can review our Privacy Notice.

11. Instructions

11.1. Giving Instructions. You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction and will not monitor or reject Instructions on the basis that they are, or appear to be, duplicates. However, if we are in doubt as to the accuracy, authenticity or validity of an Instruction, we may refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction.

Instructions are irrevocable and therefore once an Instruction has been submitted you, or your Permitted Users, have no right to rescind or withdraw it without our written consent. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes.

11.2. Acting on your Instructions. By submitting an Instruction you or your Permitted Users are authorising us to initiate the Transaction on your Cryptozpay Account. We are therefore authorised to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Digital Assets from your Cryptozpay Account in accordance with your Instruction. If you have insufficient Digital Assets or Fiat Currency in your Cryptozpay Account to effect the Transaction (i.less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction), then we have the right to refuse to effect any Transaction. Cryptozpay may also refuse to act on instructions to the extent permitted by these Terms. It is your responsibility to hold sufficient Digital Assets or Fiat Currency credited in your Cryptozpay Account.

11.3. Protection of Instructions. You are aware that Instructions and information transmitted on the Platform or by email are generally transmitted via the internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information transmitted will be completely protected against unauthorised access, and you accept the associated risks.

11.4. Withdrawals. Subject to these Terms and any applicable Product Terms, and provided that you have sufficient balance on your Cryptozpay Account and the relevant Digital Assets are not on hold in your Cryptozpay Account in connection with any Cryptozpay Service, you may give Instructions to Cryptozpay to transfer Digital Assets to an external wallet address by submitting a withdrawal request on the Platform. Upon receipt of the withdrawal request, Cryptozpay will: (i) deduct your Cryptozpay Account balance; and (ii) initiate an on-chain transfer to an external wallet designated by you. Cryptozpay may not process a withdrawal request if, in our reasonable opinion, we consider that Applicable Law prevents the execution of the relevant withdrawal. Cryptozpay may also suspend withdrawals at such time deemed appropriate by Cryptozpay to resolve any incidents on the Platform. Once such incidents have been resolved, Cryptozpay will resume withdrawals.

12. Transactions

12.1. Entering into Transactions. You may enter into Transactions directly with us, or directly with other users, which may or may not be facilitated by us.

We do not represent or warrant that any Transaction will be completed successfully or within a specific time period.

12.2. Unauthorised Transactions. You are responsible for the control and use of your Cryptozpay Account. As such, we will assume that you, or a Permitted User, have authorised any Instruction sent from your Cryptozpay Account unless we are notified otherwise. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Cryptozpay Account is identified and notified to us as soon as possible. We are not responsible for any claim or losses resulting from a Transaction executed as a result of an unauthorised Instruction unless you have notified us in accordance with this clause and it is confirmed by our internal investigation that you, or a Permitted User, have not authorised the Instruction in any way, even by mistake, negligence, error or as a consequence of a fraud and it is proven that the unauthorized Instruction is solely due to a technical issue attributable to Cryptozpay.

12.3. Retention of Transaction information. To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Cryptozpay Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Applicable Law. Please review our Privacy Notice for more information on how we collect and use data relating to the use and performance of our Sites and the Cryptozpay Services.

13. Material interests and conflicts

13.2. Nature of our duties. You understand and agree that neither your relationship with us nor any Cryptozpay Service we provide to you, nor any other matter, will give rise to any duties on our part or on the part of any Cryptozpay Affiliate, whether legal, equitable, fiduciary in nature, save as are expressly set out in these terms. In particular, we and any Cryptozpay Affiliate may from time to time act in more than one capacity, and in those capacities we may receive fees or commissions from more than one user (including you). You agree that we may act in such capacities and provide any other Cryptozpay Services or carry out any business with or for you, any Cryptozpay Affiliate or any other user.

13.3. Material interests. You understand and agree that neither we nor any Cryptozpay Affiliate will be required to: (1) have regard to any information known to us, or to any Cryptozpay Affiliate, which is a material interest; (2) disclose any such information to you; or (3) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course of providing Cryptozpay Services to you, which we may use in the ordinary course of our business.

13.4. Conflicts of interest. We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between us and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. In cases where such organisational and administrative arrangements are not sufficient to ensure that the risks of damage to your interests will be prevented, we will inform you of the nature and/or sources of the relevant conflicts of interest and the steps taken to mitigate those risks in order to allow you to make an informed decision as to whether to continue to transact with us. We reserve the right at all times to decline to act for you where we are not able to manage a conflict of interest in any other way.

14. Transaction limits

14.1. Your Transaction limits. Your Cryptozpay Account may be subject to a limit on:

• the amount or volume of Transactions you may undertake in connection with your Cryptozpay Account; and/or
• the amount or value of Fiat Currency or Digital Assets you may transfer into or out of your Cryptozpay Account,
• in each case in a given period (e.daily). Any applicable limits are shown in your Cryptozpay Account.

14.2. Changes to your Transaction limits. We reserve the right to change any Transaction limit that applies to your Cryptozpay Account at any time at our absolute discretion. It may also be possible for you to request a change in your limits. Any change will be made in our absolute discretion and will be subject to any further conditions that we deem necessary.

15. Supported Digital Assets

15.1. Supported Digital Assets. The Cryptozpay Services are only available in connection with Supported Digital Assets, which may change from time to time. A list of the Supported Digital Assets is published on our Website. We may remove or suspend one or more Digital Assets from the list of Supported Digital Assets and we will use reasonable commercial efforts to notify you in advance, meaning that you will no longer be able to access such Digital Assets as part of the Cryptozpay Services and will only be permitted to withdraw the Digital Assets from your Cryptozpay Account. If Digital Assets that are no longer Supported Digital Assets remain in your Cryptozpay Account beyond a specified period notified to you, Cryptozpay may in its reasonable discretion convert such Digital Assets into a different type of Digital Asset that is a stablecoin. Cryptozpay shall notify you in advance of any conversion and you may withdraw such Digital Assets within a reasonable period as specified by Cryptozpay to you, prior to their conversion into stablecoins.

We assume no liability in connection with any attempt to use your Cryptozpay Account for Digital Assets that we do not support nor for the conversion to a different type of Digital Asset, as described in this clause. In addition we assume no liability or obligation whatsoever with regard to unsupported Digital Assets sent to a Cryptozpay Account or with regard to Supported Digital Assets sent to an incompatible Digital Asset wallet address. If you send unsupported Digital Assets to a Cryptozpay Account or Supported Digital Assets to an incompatible Digital Asset wallet address, then you will lose those Digital Assets. For some lost Digital Assets, Cryptozpay may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. Cryptozpay does not guarantee in any way the amount of assets (if any) that may be recovered in a recovery attempt. The actual amount recovered may differ from the estimated recovery amount. Cryptozpay does not evaluate or provide any assurance as to the authenticity, safety, or security of unsupported Digital Assets. You acknowledge and agree that Cryptozpay is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered Digital Asset.

15.2. Forks. We may temporarily suspend any Cryptozpay Services in relation to a particular Digital Asset while we determine whether or not to support a Fork. We are under no obligation to support a Fork of a Digital Asset that you hold in your Cryptozpay Account, regardless of whether any resulting version of such Forked Digital Asset is a Dominant Digital Asset or not. If we elect to support a Fork of a Digital Asset, we will make a public announcement through our Website or by such other means as we may deem appropriate.

You acknowledge that we have no control over, nor do we have the ability to influence, the creation or implementation of a Fork. We can provide no assurances about the security, functionality or supply of any Digital Asset, including both the new Dominant Digital Asset or other Digital Assets subject to the relevant Fork. You may not be able to trade the Forked Digital Assets on the Platform and you may lose any value associated with the relevant Digital Assets.

15.3. Forks and Airdrops. Cryptozpay makes no promises, guarantees or warranties on the outcome of or support for potential or proposed Forks, Forked Digital Assets or Airdrops. Cryptozpay may determine in its sole discretion whether to claim, list or distribute any Airdrop, Forked Digital Asset or any other Digital Asset, as well as the terms and conditions (including eligibility criteria) that will apply to any claim, listing or distribution of any Airdrop or Forked Digital Asset. If you wish to participate in a Fork or Airdrop, please withdraw the affected Digital Asset to your own private wallet well ahead of the potential or proposed Fork or Airdrop.

15.4. Backed Digital Assets. We may from time to time support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including without limitation Digital Assets, Fiat Currency or commodities such as silver or gold (“Backed Digital Assets”). You acknowledge and agree that (a) you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Digital Asset before entering into any Transaction relating to that Backed Digital Asset and (b) Cryptozpay does not and will not in any circumstances have any no obligation whatsoever to purchase, repurchase or effect or facilitate the redemption of your Backed Digital Assets. We reserve the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset at any time in our sole discretion. We make no representation as to whether any particular Backed Digital Asset will hold its value as against any asset, nor as to the amount or quality of reserves or collateral held by each issuer or any third party in relation to any Backed Digital Asset.

16. Account security

16.1. Your responsibility. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Cryptozpay Services. We are not responsible for any claim or losses resulting from your failure to comply with this clause.

16.2. Security measures. At all times, you and any Permitted Users shall maintain adequate security and control of all of your Access IDs. You are responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect your Cryptozpay Account and to keep your Access ID secure, including by:

• strictly abiding by all of our mechanisms or procedures;
• creating a strong password and maintaining security and control of your Access IDs;
• keeping the Email Account and telephone number provided to us up to date in order to receive any notices or alerts that we may send you;
• never allowing remote access or sharing your computer and/or computer screen with someone else when you are logged on to your Cryptozpay Account;
• remembering that under no circumstances will we ask you to share your passwords or 2-factor authentication codes; and
• logging out from the Sites or the Platform at the end of each visit.

You must keep the Email Account and Access IDs secure against any attacks and unauthorised access. You must notify us immediately if you have knowledge or have reason for suspecting that the security of your Email Account, or that of a Permitted User, has been compromised or if there has been any unauthorised use of your or any Permitted User’s Email Account.

16.3. Monitoring your Account History. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Cryptozpay Account is identified and notified to us as soon as possible. You acknowledge that any Security Breach may result in unauthorised access to your Cryptozpay Account by third parties and the loss or theft of any Digital Assets and/or funds held in your Cryptozpay Account and any associated accounts, including your linked bank account(s) and credit card(s).

16.4. If you suspect a Security Breach. If you suspect a Security Breach, you must ensure that:

• we are notified immediately using the details set out in clause 3.1 and continue to be provided with accurate and up to date information throughout the duration of the Security Breach;
• your Cryptozpay Account is immediately locked via the disable account function on the Platform or via any other method as may be prescribed by us from time to time; and
• you take any other steps that we may reasonably require to reduce, manage or report any Security Breach.

We reserve the right to request, and you agree to promptly provide, any and all information and documents we deem relevant or necessary in connection with an actual or suspected Security Breach. You further acknowledge and agree that we may provide such information to any third party that we deem necessary in order to investiage or resolve any Security Breach.

17. Privacy

17.1. The Privacy Notice. Our collection and use of personal data in connection with these Terms, the Cryptozpay Services, the Platform and any Site is as provided in our Privacy Notice (as updated from time to time). You acknowledge that we may process personal data in relation to you, that you have provided to us, or we have collected from you in connection with these Terms and in accordance with Privacy Notice. Your personal data will be processed in accordance with the Privacy Notice, which shall form part of these Terms.

You represent and warrant that:

• you acknowledge that you have read and understood our Privacy Notice.
• our business changes regularly and our Privacy Notice will change also. Therefore, if from time to time we provide you with a replacement version of the Privacy Notice, you will promptly read the Privacy Notice.

18. Changes to the Terms, etc.

18.1. How and when we can make changes. We can make changes to these Terms and any terms and conditions incorporated by reference (including any Product Terms) at any time and your continued use of the Cryptozpay Services constitutes your consent to such changes. Changes to these Terms will be published on our website and may also be notified to users separately by email, through the app or by such other means as Cryptozpay determines in its discretion.

Generally, Cryptozpay will try to notify users prior to changes to these Terms taking effect. However, we may occasionally need to make changes that are effective immediately, in which case users will be notified as soon as possible after the changes take effect. The circumstances in which changes to these Terms may take effect immediately may include, for example and without limitation, where:

• the change is to address legal and/or regulatory requirements;
• the changes are to make these Terms clearer; and/or

18.2. When changes come into effect. Save where changes come into effect immediately, any update to the Terms will come into effect after the changes have been notified to users. If you do not wish to accept the changes, you are free to close your Cryptozpay Account in accordance with clause 19.1 of these Terms. Your continued access to or use of any Cryptozpay Services will be deemed acceptance of the updated Terms.

18.3. Changes to fees. We may also make changes to the fees set out in the Fee Structure page on our Website, which includes introducing new fees and/or charges. If you do not wish to accept the changes, you are free to close your Cryptozpay Account in accordance with clause 19.1 of these Terms. Your continued access to or use of the Cryptozpay Services will be deemed acceptance of the updated Terms.

19. Closing your Cryptozpay Account

19.1. Your right to close your Cryptozpay Account. You may terminate your Cryptozpay Account at any time by following the account termination procedures as prescribed by us from time to time. You will not be charged for terminating your Cryptozpay Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation, and to deduct any outstanding amounts that you owe us from your Cryptozpay Account.

In certain cases, you may not be able to close your Cryptozpay Account, including where:

• you are trying to evade an investigation by relevant authorities;
• you have a pending Transaction or an open Claim;
• your Cryptozpay Account has any outstanding amounts owed to us; or
• your Cryptozpay Account is subject to a freeze, hold, limitation or reserve.

19.2. What happens when your Cryptozpay Account is closed. If your Cryptozpay Account is closed, you will be required to withdraw all Digital Assets held in your Cryptozpay Account. In the event that you fail to withdraw your Digital Assets, or if you have not accessed your Cryptozpay Account for a continuous period of 90 days, will send you notice of our intention to treat your account as dormant.

19.3. What happens when your account becomes dormant. If you do not respond to the notice in clause 19.2 within 30 days, we may:

• mark your Cryptozpay Account as a dormant account;
• convert the Digital Assets to a different type of Digital Asset. In doing so, we will not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion;
• transfer such dormant account and/or any Digital Assets held in that account to any third party (including, without limitation, another Cryptozpay Affiliate, any third-party custodian or an isolated wallet) if we consider it is reasonably necessary to do so. If this happens, you have the right to retrieve your Digital Assets, subject to satisfying our (or the relevant third party’s) reasonable verification requirements and any other applicable terms and conditions;
• adjust your dormant account such that you will receive a contractual claim on the quantity and type of Digital Assets, which were held on your Cryptozpay Account before being converted into a dormant account;
• charge a dormant account fee which may be to cover the cost of maintaining the Digital Assets with any Cryptozpay Affiliate or any third party, with such fee to be withdrawn directly from the dormant account on a monthly basis; and
• close a dormant account at any time.

You acknowledge that we will be under no obligation to pay any reward, incentive or interest which we might otherwise have agreed to pay, under the applicable Product Terms, to your dormant account in relation to the Digital Assets credited to it.

20. Termination, suspension, holds and restrictions

20.1. Our right. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the Cryptozpay Services. In particular, we may: (1) refuse to complete or block, cancel, or, where permitted by Applicable Law, reverse any Transaction you have authorised; (2) terminate, suspend, or restrict your access to any or all of the Cryptozpay Services; (3) terminate, suspend, close, hold or restrict your access to any or all of your Cryptozpay Account(s); (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators); and/or (5) take whatever action we consider necessary, in each case with immediate effect and for any reason including, but not limited to where:

• you are not, or are no longer, eligible to use one or more Cryptozpay Services;
• we reasonably suspect that:
  • the person logged into your Cryptozpay Account is not you, or we suspect that the Cryptozpay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;
  • the person logged into your Corporate Cryptozpay Account is not a Permitted User, or we suspect that the Corporate Cryptozpay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;
  • more than one natural person has access to and/or transacts using the same Cryptozpay Account, or we suspect that Cryptozpay Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;
  • information provided by you is wrong, untruthful, outdated, or incomplete;

We will take reasonable steps to provide you with appropriate notice. However, there might be times when we are required not to do so by Applicable Law.

20.2. Your acknowledgement. You acknowledge and agree that:

• the examples set out in clause 20.1 above of when we might take action to terminate, suspend, close or restrict your access to your Cryptozpay Account and/or the Cryptozpay Services is a non-exhaustive list; and
• our decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Cryptozpay Account or the Cryptozpay Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

20.3. What happens when we exercise our right. Where we terminate, suspend, hold or restrict your access to one or more Cryptozpay Services:

• if you have Instructions, trades, positions or Transactions that are open, they may be closed by you, or by us, depending on the circumstances of the termination, suspension, hold, restriction or other action we take;
• any chargeback resulting from the use of your Cryptozpay Account or Cryptozpay Services may result in an immediate suspension and/or restriction of your Cryptozpay Account and Cryptozpay Services;
• to reactivate suspended and/or restricted Cryptozpay Account or Cryptozpay Services, you may be required to reimburse us for the full value of the chargeback, including any amounts that are owing to us including any applicable fees; and
• you are liable for any credited amounts in case of a chargeback, and you authorise and grant us the right to deduct costs and fees directly from any assets in your Cryptozpay Account without notice.

20.4. Unlawful possession. If we are informed and reasonably believe that any Digital Assets or Fiat Currencies held in your Cryptozpay Account are stolen or otherwise are not lawfully possessed by you (whether by error or otherwise), we may, but have no obligation to, place a hold on the affected funds and your Cryptozpay Account. Where we place a hold on some or all of any Digital Assets or Fiat Currencies held in your Cryptozpay Account, or on your entire Cryptozpay Account, we may continue such hold until such time as evidence, acceptable to us, proves that you are entitled to possession of the Digital Assets and/or Fiat Currency held in your Cryptozpay Account. We will not get involved in any dispute, or the resolution of the dispute, relating to any Digital Assets and/or Fiat Currency held in your Cryptozpay Account.

20.5. Access to Cryptozpay Services in other jurisdictions. Residents of some countries may only be able to access some, but not all, Cryptozpay Services. We may change the Cryptozpay Services that are available to you from time to time. If you travel to a location included on our List of Prohibited Countries, Cryptozpay Services may not be available and your access to the Cryptozpay Services may be blocked. You acknowledge that this may impact your ability to trade on the Platform and/or monitor any existing orders or open positions or otherwise use the Cryptozpay Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.

21. Background IP

The Cryptozpay IP shall remain vested in Cryptozpay.

22. Licence of Cryptozpay IP

We grant to you a non-exclusive licence for the duration of these Terms, or until we suspend or terminate your access to the Cryptozpay Services, whichever is sooner, to use the Cryptozpay IP, excluding the Trade Marks, solely as necessary to allow you to receive the Cryptozpay Services for non-commercial personal or internal business use, in accordance with these Terms.

23. Licence of User IP

23.1. Your grant of licence. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive licence to use the User IP to the extent it:

• forms part of, or is necessary for the use of, any Created IP; and
• is necessary to allow us to provide you with the Cryptozpay Services, from time to time.

23.2. Our right to sub-licence. The licence granted by you under this clause includes our right to sub-licence to a third party to the extent required to enable us and any Cryptozpay Affiliates to provide you with the Cryptozpay Services, or any part of them.

24. Created IP

24.1 Created IP. The Created IP shall automatically vest in us from time to time on the date on which it is created.

24.2 Assignment. You hereby assign to us (and agree to procure that any agents, representatives or contractors assign), with full title guarantee, title to all present and future rights and interest in the Created IP.

If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.

25. General

25.1 We are not responsible. You agree and acknowledge that: (1) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Platform or the Sites; and (2) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same..

25.2 Our rights. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Platform or the Sites (including any User Material) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your Cryptozpay Account (if any), or suspending your access to the Platform and/or the Sites. We shall also have the right to restrict or ban you from any and all future use of any Cryptozpay Services.

25.3 Recording. You agree that we may record any communications, electronic, by telephone, over video call, or otherwise, that we have with you in relation to these Terms, and that any recordings that we keep will constitute evidence of the communications between you and us. You agree that telephone conversations and video calls may be recorded so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.

26. Prohibited use

By opening a Cryptozpay Account or carrying out any Transaction, and without prejudice to any other restriction or limitation set out in these terms, you agree that you and any Permitted User will not:

• breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
• use Cryptozpay Services in a manner that violates our Prohibited Use Policy;
• use Cryptozpay Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;
• use the Cryptozpay Services for anything which, in Cryptozpay’s sole opinion, is conduct designed to control or artificially affect the price of any Digital Asset (market manipulation) including, without limitation, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering) regardless of whether prohibited by Applicable Law;
• engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities and/or Transactions;
• use Cryptozpay Services to conduct or participate in lotteries; gambling activities; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance;
• (1) receive, or attempt to receive, funds from both us and another user for the same Transaction during the course of a Claim; (2) conduct your business or use the Cryptozpay Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, other users, third parties, or yourself; and (3) allow your Cryptozpay Account to have a negative value or quantity of Digital Assets;
• provide false, inaccurate or misleading information in connection with your use of the Cryptozpay Services, in communications with us, or otherwise connected with these Terms;
  • (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform, or replicate or bypass the navigational structure or presentation of Cryptozpay Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Cryptozpay Services; (2) attempt to access any part or function of the Platform without authorisation, or connect to Cryptozpay Services or any of our servers or any other systems or networks of any Cryptozpay Services provided through the Platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of Cryptozpay Services or any network connected to the Platform, or violate any security or authentication measures on Cryptozpay Services or any network connected to Cryptozpay Services; (4) reverse look-up, track or seek to track any information of any other users or visitors of Cryptozpay Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Cryptozpay Services or Cryptozpay, or the infrastructure of any systems or networks connected to Cryptozpay Services; (6) use any devices, software or routine programs to interfere with the normal operation of Cryptozpay Services or any transactions on Cryptozpay Services, or any other person’s use of Cryptozpay Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;
• modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;
• disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;
• modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or licence, sub-licence, sell, mirror, design, rent, lease, private label, grant security interests in such Cryptozpay IP or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the Cryptozpay IP;
• facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Cryptozpay Services;
• (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a Cryptozpay Account and/or using the Cryptozpay Services; (3) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the Cryptozpay Services; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
• create, or purport to create, any security over your Fiat Currency or Digital Assets held in any of your Cryptozpay Account without our prior written consent;
• violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; and/or
• access, use, or attempted to access or use, Cryptozpay Services directly or indirectly with (1) jurisdictions Cryptozpay has deemed high risk, including but not limited to, Cuba, Iran, North Korea, Syria, Crimea region or (2) persons Cryptozpay has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.Department of Commerce.

27. Representations and warranties

You hereby represent and warrant to us, at all times, the following:

• all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to use the Cryptozpay Services;
• all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
• you have full power, authority, and capacity to (1) access and use the Platform and/or the Cryptozpay Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
• if you are a corporation, partner in a partnership, or trustee of a trust:
  • the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law, and any partnership or trust deeds (or other like documents);
  • ii. you will notify us immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to operate your Cryptozpay Account; and
  • iii. you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis;
• all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the Cryptozpay Services; and (2) enter into and deliver, and perform the Transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
• these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
• that you are not a Restricted Person;
• if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and
• your access and use of the Platform and/or the Cryptozpay Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:
  • if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;
  • ii. result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
  • iii. result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.
• create, or purport to create, any security over your Fiat Currency or Digital Assets held in any of your Cryptozpay Account without our prior written consent;
• violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; and/or
• access, use, or attempted to access or use, Cryptozpay Services directly or indirectly with (1) jurisdictions Cryptozpay has deemed high risk, including but not limited to, Cuba, Iran, North Korea, Syria, Crimea region or (2) persons Cryptozpay has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.Department of Commerce.

28. Technology disclaimers

28.1. No representation or warranty. Cryptozpay Services and any information provided on the Sites and the Platform, including Chat Services, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Sites, the Platform, any of your Cryptozpay Account(s), Cryptozpay Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays.

28.2. Suspension of access. We may, from time to time, suspend access to your Cryptozpay Account and/or the Cryptozpay Services, for both scheduled and emergency maintenance. We will make reasonable efforts to ensure that Transactions on the Platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.

28.3. Content. Although we make reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Platform, including information in relation to the Cryptozpay Services, is accurate, complete or up to date.

28.4. Third-party websites. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Platform or the Sites.

28.5. Network Access and Compatibility: You are responsible for obtaining the data network access necessary to use the Cryptozpay Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Cryptozpay Services and Sites and any updates thereto. Cryptozpay does not guarantee that the Cryptozpay Services, or any portion thereof, will function on any particular hardware or devices. The Cryptozpay Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

29. Indemnity

29.1. Third-party claims. You hereby undertake and agree to indemnify us and hold us harmless upon demand from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Losses”), arising out of or in any way connected with:

• your access to or use of your Cryptozpay Account and/or the Cryptozpay Services;
• your breach or alleged breach of these Terms or your contravention of any other clause or sub-clause of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;
• your contravention of any Applicable Law; and
• your violation of the rights of any third party.

29.2. Release. You hereby irrevocably and unconditionally agree to release us from any and all claims and demands (and waive any rights you may have against us now or in future in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Cryptozpay Services (including any Digital Asset Transactions) or the subject matter of these Terms.

30. Liability

30.1 Our Liability. Neither Cryptozpay nor any Cryptozpay Affiliate will have any responsibility or liability for any loss suffered by you or any third party, except to the extent that such loss arises solely and directly as a result of the gross negligence, willful misconduct, actual fraud or material and continuing breach of obligation under these Terms by Cryptozpay. Without prejudice to the foregoing and notwithstanding any other clause in these Terms, in no event will the liability of Cryptozpay and all Cryptozpay Affiliates in aggregate exceed the amount of fees paid by you to Cryptozpay in the 12 month period immediately before the event giving rise to the loss. Such sum shall be paid by us to you in full and final settlement and satisfaction of ours and any Cryptozpay Affiliate’s entire liability for any and all losses and claims, howsoever arising, from the relevant events. You acknowledge and agree that neither Cryptozpay nor any Cryptozpay Affiliate is aware of any special circumstances pertaining to you, and that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.

30.2 Limitations on liability. Notwithstanding any other clause in these Terms, you hereby acknowledge and agree that in no event will we or any Cryptozpay Affiliate be responsible or liable to you or any other person or entity for:

any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the Cryptozpay Services or otherwise, including but not limited to:

• any risk identified in the Risk Warning, as updated from time to time;
• ii. the operation of the protocols underlying any Digital Asset, their functionality, security, or availability;
• iii. whether Backed Digital Assets hold their value as against any asset, or if the issuer of the Backed Digital Asset holds sufficient reserves in relation to any Backed Digital Asset;
• iv. any action or inaction in accordance with these Terms;
• any inaccuracy, defect or omission of Digital Assets price data, any error or delay in the transmission of such data, and interruption in any such data;
• vi. regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;
• vii. the theft of a device enabled to access and use Cryptozpay Services;
• viii. other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;
• ix. (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the Cryptozpay Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;
• our decision to reject your application to open a Cryptozpay Account(s);
• xi. any termination, suspension, hold or restriction of access to any Cryptozpay Account or Cryptozpay Services, including your inability to withdraw Digital Assets, issue Instructions or enter into Transactions during the period of any suspension, hold or restriction, in accordance with these Terms or any Product Terms;
• xii. any Transaction limits applied to your Cryptozpay Account;
• xiii. any election by us to support or not support Digital Assets;
• xiv. us being unable to contact you using the contact information you provided;
• xv. us closing a dormant account;
• xvi. the failure of a Transaction or the length of time needed to complete any Transaction;
• xvii. our refusal or delay in acting upon any Instruction;
• xviii. any breach of security of your Email Account or a Security Breach;
• xix. losses suffered by you as a result of third party action, including third party fraud or scams that involve Cryptozpay only as the recipient of your Fiat Currency or Digital Assets, and/or the conversion of Fiat Currency to Digital Assets;
• xx. losses suffered by you as a result of the transfer of Digital Assets away from our platform at your request;
• xxi. any losses arising or in connection with new offerings of Digital Assets, initial coin offerings (ICOs), or the decision to list or not list Digital Assets on the Platform;
• xxii. a Network Event, a Fork or an Airdrop;
• xxiii. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Cryptozpay Services or for delays or omissions of the Cryptozpay Services, or for the failure of any connection or communication service to provide or maintain your access to the Cryptozpay Services, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause; and
• xxiv. any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or Cryptozpay Account;
• any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Sites, the Platform, your Cryptozpay Account, the Cryptozpay Services, these Terms, the Product Terms, the Privacy Notice and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise;
• any losses or damages you may incur due to Manifest Error and/or in the event of extreme market volatility and/or as a result of any cancellation/amendment of any Transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity even if Cryptozpay was aware of the possibility of such loss or damage arising or if such loss or damage was reasonably foreseeable; and/or
• any losses forming part of a Claim that has not been commenced by way of formal legal action WITHIN ONE CALENDAR YEAR of the commencement of matters giving rise to the Claim. YOU AGREE AND ACKNOWLEDGE THAT THIS CLAUSE VARIES ANY LIMITATION PERIOD OTHERWISE APPLICABLE BY LAW, AND THAT IF APPLICABLE LAW PROHIBITS THIS, THIS CLAUSE WILL BE READ AS A LIMITATION PERIOD OF THE MINIMUM ENFORCEABLE LENGTH. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, YOUR ATTENTION IS ALSO DRAWN TO CLAUSE 32 AGREEING THAT CLAIMS SHALL BE RESOLVED EXCLUSIVELY BY WAY OF BINDING ARBITRATION.

30.3 Damage or interruption. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and, where relevant, your Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.

30.4 Fiat Currency. For the avoidance of doubt, any balance on your Cryptozpay Account displayed and denominated in a Fiat Currency shall not be taken to mean that Cryptozpay directly holds Fiat Currency, nor does it mean that Cryptozpay receives, holds, or releases any Fiat Currency or engages in deposit taking, remittance or similar activity in respect of Fiat Currency.

RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER

31. Notice of Claim and Dispute Resolution Period

32. Agreement to Arbitrate

33. Confidentiality

• if the written consent of the other party is obtained;
• to the extent required by applicable law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;
• in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and
• to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement.
• This term of confidentiality in this clause shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.

34. Governing law

35. Class action waiver

Website means the website located at www.Cryptozpay.com.

Product Terms

36. General terms

36.1. Applicable Law. You and any Permitted User must comply with all Applicable Law, licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Cryptozpay Services, your Cryptozpay Account and the Platform.

• a representative of your estate or authorised beneficiary completes a successful inheritance application to receive the assets in your Cryptozpay Account in accordance with our requirements which may be amended from time to time without notice; ; or
• you provide satisfactory proof that you are not deceased.
• Our ability to provide your representative(s) with the assets in your Cryptozpay Account is subject to the restrictions imposed by Applicable Law and these Terms. We do not commit to any particular timeline for the transfer of assets held to the credit of your Cryptozpay Account.

37. Definitions and interpretation

In these Terms:

• clause headings and numbering are for convenience only and do not affect the meaning, priority or interpretation of any clause or sub-clause of these Terms;
• the words “include” or “including” shall mean including without limitation and include without limitation respectively;
• any undertaking to do or not do a thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
• words importing the singular include the plural and vice versa and words importing a gender include any gender;
• any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of these Terms or that document; and
• in the event of inconsistency between these Terms (including any documents referred to in these Terms) the inconsistency shall be solved by giving such provisions and documents the following order of precedence:
  • the Product Terms;
  • ii. the Privacy Notice; and
  • iii. these Terms.
• except where the context requires others, the following terms shall have the following meanings:
• Access IDs means your Cryptozpay Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your Cryptozpay Account or the Cryptozpay Services or to send Instructions.
• Account History means the written record (including electronic records) of your Transactions and your Cryptozpay Account.
• Airdrop means the attempted distribution or distribution by a Digital Asset network of any Digital Asset to Digital Asset addresses of a supported network.
• API means application program interface.
• Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which Cryptozpay is a member), that are applicable to the provision, receipt or use of the Cryptozpay Services, or any other products or deliverables provided, used or received in connection with the Cryptozpay Services, these Terms, or any Product Terms.
• Backed Digital Assets has the meaning given to it in clause 15.3.
• Cryptozpay, we, our or us means Nest Services Limited (a company incorporated under the laws of the Republic of Seychelles with registration number 238045 and address at House of Francis, Room 303, Ile Du Port, Mahe, Seychelles).
• Cryptozpay Account means any accounts (including Corporate Cryptozpay Accounts) or sub-accounts (including any Cryptozpay Sub-Account), which are opened by Cryptozpay for you to record your use of Cryptozpay Services.
• Cryptozpay Affiliates means with respect to Nest Services Limited: any other person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, Nest Services Limited.
• Cryptozpay API means an API made available by a Cryptozpay Affiliate to you as a service, or third-party applications relying on such an API.
• Cryptozpay IP means the Created IP and all other Intellectual Property Rights owned by or licensed, on a sub-licenseable basis, to us as at the date of the Terms and any other Intellectual Property Rights owned or acquired by or licensed, on a sub-licenseable basis, to us after the date of these Terms, and which are provided by us to you in the course of providing you with the Cryptozpay Services.
• Cryptozpay Services means the services offered by us to you through the Platform.
• Cryptozpay Sub-Account means a sub-account that is set up under a primary Cryptozpay Account.
• Chat Service has the meaning given to it in clause 5.
• Claim means any dispute, claim, difference or controversy between you and Cryptozpay (and/or any Cryptozpay Affiliates) arising out of, in connection with, or relating in any way to:
• (a) these Terms or any Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity;
• (b) your relationship with Cryptozpay (and/or any Cryptozpay Affiliates) as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); or
• (c) any non-contractual obligations arising out of or relating to these Terms, or any Product Terms, or your relationship with Cryptozpay (and/or any Cryptozpay Affiliates).
• Control means the power of a person to secure that the affairs of another are conducted in accordance with the wishes of the first person whether by means of:
• (a) in the case of a company, being the beneficial owner of more than fifty percent (50%) of the issued share capital of or of the voting rights in that company, or having the right to appoint and remove a majority of the directors or otherwise control the votes at board meetings of that company by virtue of any powers conferred by the organisational documents, shareholders’ agreement, a majority of the board of directors or any other document regulating the affairs of that company or by any other means; or
• (b) in the case of a partnership, being the beneficial owner of more than fifty percent (50%) of the capital of that partnership, or having the right to control the composition of or the votes to the majority of the management of that partnership by virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that partnership or by any other means.
• Corporate Cryptozpay Account means a Cryptozpay Account maintained for a corporation, entity, or other organisation for the provision of Cryptozpay Services.
• Created IP means any Intellectual Property Rights created by you pursuant to these Terms, including the User Materials, but excluding any other User IP.
• Digital Assets means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.
• Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.
• Email Account means the email account(s) associated with your Cryptozpay Account(s), as agreed with Cryptozpay from time to time, in accordance with any processes identified by Cryptozpay when using the Platform.
• Fiat Currency means any government or central bank issued national, or supra-national, currency, or other monetary obligation denominated in such currency and which is not a Digital Asset.
• Force Majeure Events means:
• any fire, strike, riot, civil unrest, terrorist act, war or industrial action;
• any natural disaster such as floods, tornadoes, earthquakes and hurricanes;
• any epidemic, pandemic or public health emergency of national or international concern;
• any act or regulation made by a government, supra national body or authority that we believe stops us from providing Cryptozpay Services on the Platform;
• the suspension or closure of any Cryptozpay Affiliate;
• the nationalisation of any Cryptozpay Affiliate;
• the imposition of limits or unusual terms by a government on any Digital Assets traded on our Platform;
• technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;
• the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Backed Digital Asset, market maker, clearing house or regulatory organisation to perform its obligations to us;
• any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by Cryptozpay or the Cryptozpay Affiliates); and/or
• an event which significantly disrupts the market for Digital Assets, which could include excessive movements in the price, supply or demand of a Digital Asset, whether regulated or unregulated.
• Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.
• Forked Digital Asset means a Digital Asset that results from a Fork.
• Improper Intent means Cryptozpay reasonably determines that there may be actual or suspected market manipulation and market abuse on your part, including (without limitation), capitalising on opportunities where the executable price of a Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Cryptozpay offers prices.
• Instruction means any instruction, request, or order given to Cryptozpay by you or a Permitted User in relation to the operation of your Cryptozpay Account or to execute any Transaction, through such medium and in such form and manner as Cryptozpay may require and “Instruct” shall be construed accordingly.
• Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
• List of Prohibited Countries means the list of countries accessible at https://www.Cryptozpay.com/en/legal/list-of-prohibited-countries.
• Local Terms means the terms governing your use of the Cryptozpay Services provided in any particular jurisdiction.
• Losses has the meaning given to it in clause 29.1.
• Manifest Error means any error, omission or misquote (whether an error of Cryptozpay or any third party) which is manifest or palpable, including a misquote by any representative of Cryptozpay taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation.
• Mobile App means any mobile application developed or provided by us or any of the Cryptozpay Affiliates that enables you to use or otherwise access Cryptozpay Services.
• Network Event means in relation to a Digital Asset, any event (other than an Airdrop or Fork) in respect of the blockchain or the smart contract that underlies a Digital Asset, which is beyond Cryptozpay’s control, and results in either (a) a loss of control or ownership by Cryptozpay or a third party of any amount of such Digital Asset; or (b) transaction records on the blockchain being altered, reversed or otherwise invalidated, whether by way of a fraudulent act or consensus, which shall include without limitation any double spending attack, 51-percent attack, or blockchain reorganization, in each case as determined by Cryptozpay in good faith and in its sole discretion.
• Permitted User means any person identified by you and communicated to us, in accordance with these Terms, that is authorised to act on a user’s behalf with respect to any Corporate Cryptozpay Account, or with our prior written consent, on behalf of a third party with respect to a Cryptozpay Sub-Account associated with a Corporate Cryptozpay Account.
• Platform means the digital platform that we or any of the Cryptozpay Affiliates may make accessible to you via Sites, the Mobile App, a Cryptozpay API or by such other means as Cryptozpay Affiliates may prescribe from time to time for the use of Cryptozpay Services.
• Privacy Notice means the privacy notice located at https://www.Cryptozpay.com/en/privacy.
• Product Terms means the product-specific terms and conditions that apply to the use of a Cryptozpay Service, in addition to these Terms.
• Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.
• Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.Department of the Treasury (OFAC), or the denied persons or entity list of the U.Department of Commerce), or by the United Kingdom, European Union, Canada) tor (b) resides, or is established, or has operations in, in any country listed in the List of Prohibited Countries.
• Risk Warning means the general risk warning published on the Website.
• Security Breach means
• your Cryptozpay Account(s) or any of your Access IDs have been compromised;
• the loss, theft, or unauthorised use of any of your Access IDs or any unauthorised access to and use of your Cryptozpay Account or the Cryptozpay Services on your behalf; or
• any other security incident (including a cyber-security attack) affecting you and/or Cryptozpay.
• Sites means our Website and any other websites, pages, features, or content we own or operate.
• Supported Digital Assets means those Digital Assets that are available in connection with your use of the Cryptozpay Services.
• Terms means these terms of use, together with any other documents expressly incorporated by reference, including the Product Terms, in each case as amended or supplemented from time to time.
• Trade Marks means the Intellectual Property Rights in the trade marks, service marks and logos used and displayed on or through the Platform, the Sites and/or the Cryptozpay Services.
• Transaction means selling, purchasing, or entering into any other type of transactions, or agreeing to sell, purchase or enter into any other type of transactions involving Digital Asset(s), their derivatives, other asset(s) or product(s) as Cryptozpay may from time to time permit to be carried out on the Platform, and transferring Digital Assets or Fiat Currency into or out of your Cryptozpay Account.
• User IP means the Intellectual Property Rights owned by or licensed to you as at the date of these Terms and any other Intellectual Property Rights owned or acquired by or licensed to you after the date of these Terms, excluding Cryptozpay IP.
• User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of Cryptozpay Services, or otherwise.