BITPACE STANDARD TERMS AND CONDITIONS

IMPORTANT NOTICE THE ESTONIAN GUARANTEE FUND (TAGATISFOND) DO NOT APPLY TO THE SERVICES PROVIDED BY SGVETERIS ESTONIA OÜ. THE FINANCIAL SUPERVISION COMMISSION OR THE BULGARIAN DEPOSIT INSURANCE FUND (BDIF) DO NOT APPLY TO THE SERVICES PROVIDED BY SG VETERIS EUROPE EOOD. THIS WEBSITE AND THE PRODUCTS AND SERVICES OFFERED BY BITPACE ARE INTENDED FOR WHOLESALE CUSTOMERS, BUSINESSES OR MERCHANTS ONLY (WE DO NOT OFFER PRODUCTS AND SERVICES TO RETAIL CLIENTS, END-CUSTOMERS/END-USERS OR CONSUMERS). IF YOU ARE A RETAIL CLIENT OR AN END-CUSTOMER/END-USER OF A MERCHANT, PLEASE BE AWARE THAT THESE STANDARD TERMS AND CONDITIONS DO NOT APPLY TO YOU, AND YOU SHOULD REFER TO THE TERMS AND CONDITIONS AND/OR YOUR AGREEMENT WITH THE MERCHANT INSTEAD. PLEASE READ THESE STANDARD TERMS AND CONDITIONS, RISK WARNING AND PRIVACY POLICY CAREFULLY BEFORE USING THIS WEBSITE, THE SANDBOX ENVIRONMENT, OUR PRODUCTS OR SERVICES OR REGISTERING WITH US. NONE OF THE INFORMATION WE PROVIDE ON THIS WEBSITE OR IN THE SANDBOX ENVIRONMENT OR AS PART OF OUR PRODUCTS OR SERVICES IS OR SHOULD BE TREATED AS FINANCIAL ADVICE OR ADVICE OF ANY KIND. DEALING IN CRYPTO-ASSETS IS AT YOUR OWN RISK. IF ANYTHING IS UNCLEAR, PLEASE CONTACT OUR CUSTOMER SUPPORT TEAM AVAILABLE AT [email protected].

1 WHAT’S IN THESE STANDARD TERMS

1.1 These standard Terms and Conditions, including any schedule, appendix, annexe, accompanying documents, other legal notices and compliance statements contained in this website or the sandbox environment, each as amended, restated, or supplemented from time to time (“Standard Terms”) cover the general and standard rules for using our website - https://www.bitpace.com/ (including its subdomain(s) under this domain or subdirectories), our application programming interface (“API”) and our API documentation, as well as the rules for accessing and using our sandbox environment and our products and services (“Services”).

1.2 Reference to our website shall include, unless the context otherwise requires, reference to our API(s), our app(s) and/or our platform(s).

1.3 Unless otherwise stated, a reference to a person includes a legal or natural person, partnership, trust, company, government or local authority, department or other body (whether corporate or unincorporated); a statutory or regulatory body shall include its successors and any substituted body; an individual includes, where appropriate, their representatives; the singular includes the plural and vice versa; one gender includes all genders.

1.4 Section or clause headings are for ease of reference only and do not affect these Standard Terms’ construction or interpretation.

2 WHO WE ARE AND HOW TO CONTACT US

2.1 https://www.bitpace.com/ is a website exclusively operated by:

(i) SG Veteris Estonia OÜ, a private limited company, incorporated in Estonia (registry code 16564979) with a registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Raua tn 36, 10120, Estonia; registered as a Virtual Assets Service Provider (“VASP”) by the Financial Intelligence Unit (FIU) in Estonia, licence number FVT000552;

(ii) SG Veteris Europe EOOD, a private limited company, incorporated in Bulgaria (company number UIC 206635600) with a registered address at Evropark building, 40 Tsarigradsko Shose Blvd., 2nd floor, 1750 Sofia, Bulgaria; registered as a crypto-asset business by the National Revenue Agency (NRA) in Bulgaria.

Each trading as Bitpace (“we” or “us” or “our” or “Bitpace”).

2.2 We direct our activities and website towards Estonia and Bulgaria and do not represent that content available on or through our website or sandbox environment is appropriate for use or available in other locations.

2.3 Our Services include:

(i) Exchanging crypto-assets supported by Bitpace (“supported crypto-assets”) for fiat; (ii) Exchanging fiat for supported crypto-assets; (iii) Exchanging supported crypto-assets for other supported crypto-assets; (iv) Custodian wallet and administration services (solely hot wallet addresses for depositing supported crypto-assets); and (v) Buy and/or sell supported crypto-assets, on-the-spot transaction only, automatically via our own payment gateway or via an over-the-counter (OTC) facility/desk.

2.4 Our Services are aimed solely at wholesale, company, business or merchant customers (“merchant”), and we are not providing services to retail customers or consumers or end-users/end-customers. We do not provide banking, e-money, or fiat payment services.

2.5 To contact us, please email us at: [email protected].

3 BINDING CONTRACT

3.1 These Standard Terms constitute a legally binding contract between you and Bitpace. By using our website or the sandbox environment and/or registering with us, and/or by ticking on and/or otherwise selecting and/or indicating that you have read and agreed to these Standard Terms, you unconditionally agree and confirm that you accept these Standard Terms and that you agree to comply and be bound by them.

3.2 The Bitpace entity that enters into a merchant, partner, OTC agreement, or similar, with you will be the sole counterparty of such an agreement, and these Standard Terms will apply between that Bitpace entity and you.

3.3 IF YOU DO NOT AGREE TO THESE STANDARD TERMS, YOU ARE NOT AUTHORISED AND MUST CEASE ANY USE OF THE WEBSITE, THE SANDBOX ENVIRONMENT AND THEIR SERVICES IMMEDIATELY.

3.4 When referring to “you” or “your”, we mean separately and collectively any visitor or user of this website or the sandbox environment or user of our Services, as well as any merchant that is employing or receiving services from such user, whereas in this case (and to the extent permitted) both the user and the merchant, shall be jointly and severally liable for compliance with these Standard Terms.

3.5 The merchant should ensure that any of its users (which include the merchant’s representatives, authorised personnel and/or authorised service providers) comply with these Standard Terms. The merchant remains solely responsible for its internal policies and procedures with respect to delegating the use of our Services to the merchant’s users, and the merchant acknowledges that it will be liable for any breach of these Standard Terms by its users. Without derogating from the above, Bitpace will not be responsible or liable in any way in any instance of unauthorised access or use of the merchant’s users or any other third party using the merchant’s access.

3.6 When you are solely a visitor of this website who is not an employee or service provider of a merchant or if you have not entered or are not in the process of entering into a merchant or partner agreement with a Bitpace entity, you agree that:

(i) the context of a section of these Standard Terms will determine whether that section is or is not applicable to you; and (ii) “we” or “us” or “our” or “Bitpace” will be interpreted, if you are based in Estonia, as SG Veteris Estonia OÜ and if you are based in Bulgaria or in a different country that is not Estonia, as SG Veteris Europe EOOD.

4 OTHER TERMS THAT MAY APPLY TO YOU

4.1 The following additional terms also apply to your use of our Services:

(i) Our Privacy Policy
(ii) Our Risk Warning

4.2 Before allowing you to use our Services as a merchant, we would enter into a separate agreement with you and before entering into such a separate agreement and providing actual services to you, we will have to conduct, and you will have to successfully pass our Know-Your-Business (KYB) and other compliance procedures aimed at preventing money-laundering and financing of terrorism. To do this, we will request documents and information from you.

4.3 In addition, a transaction, a specific service or a particular type of account provided by us to you may be subject to specific additional terms.

4.4 In case of discrepancy between the separate agreement or the specific additional terms and these Standard Terms, the separate agreement or the specific additional terms shall prevail over these Standard Terms.

5 CHANGES TO THESE STANDARD TERMS

5.1 WE RESERVE THE RIGHT TO CHANGE OR MODIFY OR AMEND OR SUPPLEMENT, IN WHOLE OR IN PART, THESE STANDARD TERMS, OUR PRIVACY POLICY AND/OR OUR RISK WARNING, ANY ACCOMPANYING DOCUMENTS, ANY ADDITIONAL STANDARD TERMS AND/OR ANY OTHER LEGAL NOTICES AND COMPLIANCE STATEMENTS CONTAINED ON THIS WEBSITE AND/OR THE SANDBOX ENVIRONMENT AT ANY TIME (AND FROM TIME TO TIME) AND IN OUR SOLE DISCRETION UPON POSTING THE LAST UPDATED VERSION ON THIS WEBSITE AND/OR THE SANDBOX ENVIRONMENT OR AS OTHERWISE NOTIFIED TO YOU.

5.2 The last updated version will be effective immediately, save when the changes or modifications are material, or we are providing you with an ongoing service, in which case any material changes or modifications will be effective fifteen (15) days following posting of such last updated version on this website; provided, no changes or modifications will apply retroactively. Unless otherwise agreed on in the separate agreement with you, you have the right to initiate termination of an ongoing service provided by us if you do not agree with the changes or modifications.

5.3 ALTHOUGH WE MAY SEND YOU ADDITIONAL NOTICE BY EMAIL, YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE SUCH FURTHER NOTICE OR OTHER NOTICE OF SUCH CHANGES OR MODIFICATIONS.

5.4 YOUR CONTINUED USE OF THE WEBSITE AND/OR THE SANDBOX ENVIRONMENT AND/OR OUR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE STANDARD TERMS, OUR PRIVACY POLICY, AND RISK WARNING, THE ACCOMPANYING DOCUMENTS, THE ADDITIONAL TERMS AND/OR ANY OTHER LEGAL NOTICES AND COMPLIANCE STATEMENTS CONTAINED ON THE WEBSITE AND THE SANDBOX ENVIRONMENT AS CHANGED OR MODIFIED.

6 YOUR PROMISES TO US

6.1 You acknowledge, represent and warrant to us on the date of each use and/or transaction, that:

(i) you are acting in commercial or professional capacity, so you are acting in the course of business and not in a consumer capacity;

(ii) you are of legal age (at least 18 years old or of legal age in your resident jurisdiction, whichever is higher), have the full capacity or are otherwise competent to enter into these Standard Terms, are not under any legal disability with respect to, and/or are not subject to any law or regulation which prevents your adherence to or performance of your obligations under these Standard Terms or any transaction you carry on with us;

(iii) where you act on behalf of a merchant, you have capacity and authority to bind the merchant that you represent, and the merchant and you are in good standing and have all the necessary authority, powers, consents, licences and authorisation and have taken all the necessary action to enable the merchant and yourself to lawfully enter into and perform these Standard Terms and any transaction governed by them;

(iv) any information, which you provide or have provided to us is accurate and not misleading in any material respect, and you agree to keep such information updated and furnish any other information and documentation that we may require from you during our engagement;

(v) in dealing with Bitpace, the merchant that you represent acts as principal and as sole beneficiary (but not as trustee);

(vi) you are not a national or resident of any country included in the United States list of embargoes, United Nations sanctions list, the HM Treasury's financial sanctions regime (the “Restricted Territories”) or intend to distribute or provide crypto-assets or use the website and/or the sandbox environment in the Restricted Territories, including transacting to these Territories;

(vii) you are not a person whose name appears on the United States Treasury Department's Specially Designated Nationals and Blocked Persons List, United Kingdom Sanctions list (the “Restricted Persons”) or a person who intends to distribute or provide crypto-assets to/from any Restricted Persons;

(viii) you are not a person on prescribed sanction lists (as the screening on Bitpace is subjected to United Nations, European Union, United Kingdom Office of Financial Sanctions Implementation (OFSI));

(ix) you are not a person who is a Politically Exposed Person (PEP);

(x) you have not relied on or been induced to enter into these Standard Terms by a representation other than those expressly set out in these Standard Terms; and that we will not be liable to you (in equity, contract or tort) for a representation other than a fraudulent misrepresentation that is not set out in these Standard Terms;

(xi) you are solely responsible for ascertaining whether any transaction entered into under these Standard Terms is lawful under the applicable laws, rules, procedures, guidance and regulations of the jurisdiction of your residence and that you comply with all laws, rules, procedures, guidance and regulations to which you are subject, including without limitation, related to tax, financial crime, sanctions, and export control laws;

(xii) you will not infringe the intellectual property rights of any third party;

(xiii) you will refrain from taking any action that could potentially bring us or our business into disrepute or harm us; and

(xiv) if you or the merchant that you represent are based outside of Estonia or Bulgaria, you represent that you have approached us and you are aware that we would be providing any services to you or the merchant you represent at your specific request and instruction to do so.

6.2 Furthermore, you represent, warrant and undertake to be in compliance with all applicable laws and regulations, including, without limitation, such concerning consumer protection, crypto-assets activities, e-money licence, anti-money laundering, financial crime prevention, anti-bribery and corruption, export controls and any relevant economic sanctions programmes. We reserve the right to continue or cease any contractual relationship with you (or part thereof) if we reasonably consider you are not compliant with such applicable laws and regulations.

6.3 You authorise Bitpace to make the inquiries, whether directly or through third parties, to verify the information and documentation provided to us or protect you or us or any other person against fraud or other financial crime and to take action we reasonably deem necessary based on the results of such inquiries.

7 RISKS

7.1 YOU ACKNOWLEDGE THAT USING CRYPTO-ASSETS AND BLOCKCHAIN-BASED SOLUTIONS, NETWORKS AND PROTOCOLS MAY INVOLVE SERIOUS RISKS. IT IS YOUR DUTY TO LEARN ABOUT ALL THESE RISKS. YOU SHOULD NOT TRADE WITH CRYPTO-ASSETS UNLESS YOU UNDERSTAND THE ASSOCIATED RISKS, WHICH INCLUDE (BUT ARE NOT LIMITED TO) VOLATILITY IN PRICES, THE POTENTIAL LOSS OF LIQUIDITY OR THE OVERALL GLOBAL DEMAND FOR CRYPTO-ASSETS, FORKS, POTENTIAL ISSUES WITH THE CRYPTOGRAPHY UNDERLYING THE CRYPTO-NETWORKS, UNCERTAINTY IN REGULATION AND FUTURE FINANCIAL INSTITUTION SUPPORT, DEPENDENCE ON THE INTERNET AND INTERNET USAGE’S INHERENT RISKS SUCH AS THE CYBER SECURITY ONES. IT IS YOUR SOLE RESPONSIBILITY TO (AND YOU SHOULD) ENSURE THAT YOU UNDERSTAND THE RISKS INVOLVED IN DEALING WITH CRYPTO-ASSETS.

7.2 YOU ACKNOWLEDGE AND AGREE TO OUR RISK WARNING. THE RISK WARNING AND ANY OTHER REFERENCE TO ANY RISK MADE BY US DO NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE USE OF THIS WEBSITE, THE SANDBOX, OUR SERVICES OR THE ACT OF TRADING IN CRYPTO-ASSETS.

7.3 BITPACE DOES NOT GUARANTEE ANY PROFIT OR LOSS FROM INVESTING IN CRYPTO-ASSETS. YOU ACCEPT AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION TO DEAL WITH CRYPTO-ASSETS.

7.4 IF YOU ADVANCE FIAT TO BITPACE WITH THE PURPOSE OF BUYING CRYPTO-ASSETS VIA BITPACE OR IF YOU DECIDE NOT TO IMMEDIATELY WITHDRAW YOUR FIAT AFTER EXCHANGE CRYPTO-ASSETS FOR FIAT VIA BITPACE AND/OR,IF YOU DECIDE NOT TO IMMEDIATELY WITHDRAW YOUR FIAT AFTER THE EXCHANGE OF CRYPTO-ASSETS FOR FIAT VIA BITPACE, YOU ACKNOWLEDGE AND AGREE THAT IF BITPACE GOES BANKRUPT, ENTERS INTO LIQUIDATION OR IS OTHERWISE UNABLE TO REPAY ITS OBLIGATIONS, YOU MAY NOT BE ABLE TO RECOVER SUCH FIAT, AND OTHER THAN YOUR RIGHTS AS A CREDITOR OF BITPACE UNDER ANY APPLICABLE LAWS, YOU MAY NOT HAVE ANY LEGAL REMEDIES OR RIGHTS IN CONNECTION WITH BITPACE’S OBLIGATIONS TO YOU.

7.5 YOU AGREE AND UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY, AND APPROPRIATENESS OF THESE RISKS FOR YOURSELF AND THAT BITPACE DOES NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING CRYPTO-ASSETS, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF AND INVESTMENT STRATEGIES FOR CRYPTO-ASSETS. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE Bitpace AT YOUR OWN RISK. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH USE IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. YOU SHOULD BE AWARE THAT YOU MAY SUSTAIN A TOTAL LOSS OF YOUR INVESTMENT, AND THAT UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION.

8 FEES AND CHARGES

8.1 Before entering into a transaction or engaging with any of our Services, please ensure that you have understood and considered any and all applicable fees and charges, such as but not limited to:

(i) Your providers' fees: your bank or other payment processors may impose fees and charges for your payments to or from us;

(ii) Exchange rate fee(s): your bank, other payment processors or Bitpace may charge you for converting transactions involving a given currency into another currency. Bitpace has no control over the exchange rate fee imposed by your bank or other payment processors. Bitpace's exchange rate fee will be calculated at the rate prevailing at the time of the calculation as we shall reasonably select (for instance, using a mid-market exchange rate) and will depend on market conditions;

(iii) Bitpace's charges: the fees and charges for our Services will be agreed upon with you from time to time and in the separate agreement you have with us for the provision of our Services.

8.2 You should be aware of the possibility that taxes and other costs may exist that are not paid through or imposed by us. Accordingly, it is your own and sole responsibility to pay and inquire about the taxes applicable to the transactions made through Bitpace and to report or remit the taxes payable to the appropriate tax authorities in your jurisdiction or any other relevant jurisdiction.

8.3 Bitpace may share charges with its affiliates, partners, introducers, intermediary service providers and agents in connection with transactions, provided the applicable laws and regulations with respect to inducements and conflicts of interest are adhered to.

9 PAYMENTS

9.1 All payments to us made by you under these Standard Terms shall be made by a supported payment method in your own name and in such currency or such supported crypto-asset as specified by us from time to time and without any deduction or withholding. However, you acknowledge and agree that payment processed from us to you may be subject to a deduction or withholding from your bank, other payment providers, or crypto-assets' providers.

9.2 You agree that you are solely responsible for the payment details you are providing us, and Bitpace does not accept any responsibility for your crypto-assets or funds if the provided details of payment, transfer, deposit or withdrawal are incorrect or incomplete.

9.3 You may be required to confirm/declare ownership of a given crypto-asset, wallet address or payment instrument or submit supporting documentation proving such ownership when we consider it necessary or to comply with legal requirements and regulations imposed on us.

9.4 Unless expressly affirmatively agreed between us in writing or unless we are processing a crypto-asset payment on your behalf (for instance, for the purchase of your goods/products or services by your end-users/end-customers) where you are the sole beneficiary, we reserve the right not to comply with any request by you to make a payment or a delivery to a third party; and where we become aware that crypto-assets or funds have been paid to us or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.

9.5 Some banks or payment providers or crypto-assets providers may take time to process payments according to their own policies; thus, we shall have no liability for delays caused by such third parties.

9.6 If you are using a payment method that may be subject to a non-guarantee right to claim funds back (a “chargeback”), you acknowledge and agree that Bitpace will not be responsible to the merchant or the merchant's customers/users for any chargeback or any merchant and/or merchant's customers'/users’ losses related to fraud claims or other similar claims. The merchant will indemnify and keep Bitpace exempt from any liability and harm stemming from any such chargeback or claims and will, therefore, reimburse Bitpace all costs and expense credits related to them, even if they are brought up to Bitpace once these Standard Terms are terminated.

9.7 Bitpace will make all efforts on reasonable grounds to ensure your requests for instant payments, bank transfers or other authorised payment methods are processed in a timely manner. Notwithstanding, Bitpace makes no representations or warranty on the time needed to complete the processing of crypto-assets payments.

9.8 If you know, suspect, or should reasonably know or suspect that any amounts or crypto-assets have been credited or otherwise paid to you by Bitpace in error, you must immediately notify Bitpace of the error by submitting a query to [email protected]. You accept and agree that you have no claim or entitlement to any amounts or crypto-assets received in error and must immediately return such amounts or crypto-assets following Bitpace’s instructions.

10 TRANSACTING CRYPTO-ASSETS WITH BITPACE

10.1 You must make an independent decision as to whether or not to enter into a transaction with us, and you acknowledge and agree that

(i) we will not advise on the merits or otherwise of your transactions (no advice provision policy); (ii) the decision to place a transaction is yours alone, and you are responsible for the effect such a transaction might have on you; (iii) you have been solely responsible for making your own independent appraisal and investigations into the risks of any given transaction; (iv) we always deal with you on an execution-only basis; and (v) we shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty of confidence to any other person or which comes to the notice of any of our affiliates, directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you.

10.2 Bitpace will process your transactions according to your instructions. You accept and agree that Bitpace does not

(i) guarantee the identity of any user, receiver, or other parties to a transaction addressed to a wallet address when such has been provided to us by you. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all the transactions’ information prior to submitting transaction instructions to us; and (ii) have any control over or any liability in relation to the provision, delivery, quality or any other aspect of any goods or services you may buy from or sell to any third party. Bitpace shall not be responsible for and will take no action about the quality or other aspects of such goods or services or ensure that any buyer or seller you transact with using a given wallet address provides or delivers to you any such goods or services.

10.3 We reserve the right to deny entering into a proposed transaction in our sole discretion, and we shall not be obliged to provide a reason but promptly notify you accordingly.

10.4 Bitpace may decline processing, completing and/or delay completing any pending transaction if required to do so by law, regulations, competent court order or other competent authority, or in the event of any transaction being in violation of any provision of these Standard Terms, your separate agreement with us, or such that puts Bitpace's operation, good name or reputation at risk. In addition, we may take any other actions as available to us under any laws, regulations, competent court order or other competent authority, these Standard Terms and your separate agreement with us (if any) concerning such transactions.

10.5 Furthermore, Bitpace reserves the right to delay or refuse to complete any transaction if, in our sole discretion, we perceive there to be a risk of fraud or illegal activity or where we have reasonable grounds to suspect an error may have been made. Bitpace shall have no liability to you concerning any delay in or non-completion of such transaction.

10.6 Unless otherwise required, Bitpace will make all efforts on reasonable grounds to ensure your requests for the transactions performed via Bitpace are processed in a timely manner. Still, Bitpace makes no representations or warranty on the time needed to complete the processing of transactions with crypto-assets, which is related and consequential to many other dependencies, such as mining time, blockchain transaction confirmations, or hard-fork instances.

10.7 The instantly buy or sell options and/or the OTC desk may be available to you for a chosen amount of supported crypto-assets at the quoted exchange rate. In using this service and entering into a relevant transaction, in addition to the aforementioned, you acknowledge and agree that:

(i) Bitpace may match your order with open orders on crypto-asset exchanges available to Bitpace. Bitpace will process the trade in accordance with your instructions; (ii) Bitpace is not acting as your broker, intermediary, agent, adviser or in any fiduciary capacity concerning this service, and no information or communication provided to you by Bitpace about it will constitute advice; (iii) when you place an order to buy or sell a supported crypto-asset, we will provide you with a quote and inform you about changes (if any) in the latter within the process of confirming your order. Bitpace is unable to, and will not, specify the percentage of the quote that reflects Bitpace's facilitation of the relevant trade, as it will vary in line with the market conditions; (iv) the quote may be based on a rate that may differ from a rate seen elsewhere on the Bitpace site or external sources, and you acknowledge and agree that the quoted exchange rate is the rate that will apply to your order; (v) you confirm that you accept the quoted exchange rate, including its components; (vi) a volume limit per transaction may apply to your orders; (vii) Bitpace does not guarantee the availability of or that there will be no delays or interruptions in or to this service; and (viii) before confirming any buy or sell order, you must ensure that the amount of the supported crypto-asset to be bought or sold is correct and that you agree to the given quoted exchange rate. Bitpace cannot reverse an executed order.

11 OUTBOUND AND INBOUND CRYPTO-ASSETS TRANSFERS

11.1 You should be aware that some transfers require a destination tag/memo, which is an additional address feature necessary for identifying a transaction’s recipient beyond a wallet address. It is your sole responsibility to determine whether a destination tag/memo is required and to provide the correct destination tag/memo.

11.2 For the purposes of executing an outbound transfer of supported crypto-assets, you will provide Bitpace with a wallet address to which the supported crypto-assets will be transferred, along with any other required specification (for instance, destination tag/memo as mentioned above). Such a wallet address is solely under your control. You acknowledge and agree that due to the nature of wallet addresses, it is not possible to get a refund or re-enter a different wallet address once an outbound transfer is initiated. Therefore, Bitpace will not be liable for any losses if you provide the wrong wallet address to Bitpace for executing an outbound transfer of crypto-assets.

11.3 For the purposes of executing an inbound transfer of supported crypto-assets, Bitpace will specify the wallet address that will be used to store your crypto-assets with Bitpace. The wallet will only be credited with supported crypto-assets received to the wallet address generated by Bitpace and, if so required, with the correct destination tag/memo and/or any other specification that may be required from time to time in order to process the inbound transfer.

11.4 You agree that inbound transfers made by you or by your customers of unsupported networks/crypto-assets and/or performed using the wrong network/crypto-asset will not be recoverable or refundable, and you will bear any losses incurred as a result of such inbound transfers. Furthermore, the merchant will indemnify and keep Bitpace exempt from any liability and harm stemming from any such inbound transfers and will, therefore, reimburse Bitpace all costs and expenses, even if they are brought up to Bitpace once these Standard Terms are terminated.

11.5 When Bitpace provides you with a wallet address for an inbound crypto-asset transfer, such wallet address will allow you to monitor your crypto-assets balances. Wallet addresses provided by Bitpace are managed exclusively by Bitpace and are solely intended for the purpose of allowing the merchant and its end customers to make crypto-asset payments and/or deposits via Bitpace or for the merchant to use our services. Bitpace does not provide any self-custody wallet addresses.

11.6 Bitpace authorises the merchants to use exclusively the wallet addresses provided by/to us for the restricted purposes specified above. Therefore, although a particular wallet address will be dedicated to the given merchant for the aforementioned purposes, the ownership of the wallet address, as such, is solely of Bitpace or its licensors.

12 DLTs, UNDERLYING PROTOCOLS

12.1 When you use Bitpace to send or receive supported crypto-assets, each transaction must be confirmed and recorded in the distributed ledger technology (“DLT”) associated with the relevant supported crypto-asset. The corresponding DLT is solely responsible for verifying and confirming any such transactions.

12.2 Bitpace cannot confirm, cancel or reverse a transaction on a DLT other than confirming to you that the DLT has completed the transaction. You accept and agree that:

(i) once submitted to a DLT, a transaction will be unconfirmed and pending for as long as its confirmation by the network is received. A transaction is not considered complete while in a pending state. Funds committed with pending transactions cannot be credited to you or be otherwise available to you to conduct other transactions; and (ii) when you send supported crypto-assets, you are authorising us to submit your transaction request to the relevant DLT. Once a transaction request has been submitted to the relevant DLT, the named DLT will automatically complete or reject the request, and neither you nor Bitpace will be able to cancel or otherwise modify your transaction.

12.3 In relation to the underlying software protocols that govern the operation of the supported crypto-asset, the named protocols are open source (anyone can use, copy, modify, and distribute them, and Bitpace has no ownership of or control over these protocols), you acknowledge and agree that:

(i) Bitpace is not responsible for the operation of any crypto-assets network's or DLT’s underlying software protocols and makes no guarantee as to their availability, security, or functionality; (ii) the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and such forks may materially affect the value, function, and/or name of a crypto-asset. Should a fork occur, we may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol or the entire protocol; and (iii) in the event Bitpace decides not to support a branch of a forked protocol, Bitpace assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

12.4 Unless specifically announced on this website, supported crypto-assets exclude any other protocols and/or functionality(-ies) that supplement or interact with the supported crypto-asset. You acknowledge and agree that supplemental protocols are excluded from supported crypto-assets and that Bitpace shall bear no liability for any losses related to supplementary protocols. Furthermore, you acknowledge and agree that you should not use Bitpace to attempt to receive, request, send, store, or engage in any engagement or functionality involving any such protocol. Any attempt to do so will result in the loss of the relevant item.

13 API

13.1 Some of our Services will comprise the relevant API and any associated documentation or materials made available to the merchant by us.

13.2 It is the merchant's responsibility to keep any API keys, passwords, or other credentials related to the API secure, and the merchant takes full responsibility for all requests made over the API, whether authorised by the merchant or not.

13.3 We may set and enforce limits on the API. You accept and agree that any circumvention of, or attempt to circumvent such limits or any use of the Services that may adversely affect the API and/or other users of the website and/or the sandbox results in us, in our sole discretion, revoking or disabling access or use (as applicable) to the sandbox environment and/or the API.

13.4 The merchant is permitted to integrate and use the API in a closed environment for the merchant's end-customers/end-users and will not be allowed to redistribute, make available, sub-licence or sell any data or functionality provided to the merchant by or via Bitpace without the prior written consent of Bitpace.

13.5 Technical support queries for the API shall be addressed to [email protected] or referred to Bitpace via the separately agreed channel(s) of communication.

14 INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENCE

14.1 We are the owner or the licensee of all intellectual property rights in our website, sandbox environment and our Services, and in the material published on them. Those works (as well as any trademarks, service marks, patents, designs, know-how, trade secrets, database rights, and other intellectual property rights) are protected by copyright laws or intellectual property laws and treaties around the world. All such rights are reserved. Nothing in these Standard Terms constitutes a waiver of Bitpace’s intellectual property rights under any law.

14.2 For the avoidance of doubt, all present and future rights in and to domains, sub-domains, trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works, and any know-how, including rights in and to all applications and registrations relating to the website and the sandbox environment and/or the Services, shall at all times be and remain the sole and exclusive property of Bitpace or its authorised licensors (as applicable).

14.3 Upon your acceptance of these Standard Terms, and unless otherwise permitted by us to you in writing, we grant you a limited, non-exclusive and non-transferable licence to access and use the website (and the sandbox environment if you have registered with us) only as expressly permitted by us to you in writing and in these Standard Terms. You shall not use or permit the use of this website or the sandbox environment in any manner inconsistent with the provisions of these Standard Terms. We may include restrictions and requirements that outline the features so that you can access a specific functionality of the website or the sandbox environment.

14.4 Any violation by you of the licence provisions contained in this section may result in the immediate termination of your right to use the website and the sandbox environment, as well as potential liability for copyright infringement or intellectual property rights infringement or other claims depending on the circumstances.

14.5 You may draw the attention of others within your business organisation to content posted on our website, as well as share information about our website and our Services with third parties that you know might be interested in using our Services.

14.6 The trademarks, logos, taglines, and service marks (whether registered or unregistered) displayed on this website and the sandbox environment that relate to Bitpace may not be used in any advertising or publicity or otherwise to indicate Bitpace's sponsorship of or affiliation with any product, service, event, or organisation without Bitpace's prior expressed written permission.

14.7 Our status (and that of any identified contributors) as the authors of content on our website must always be acknowledged.

14.8 You must not use any part of the content on our website, the sandbox environment or our Services for commercial purposes without obtaining a licence to do so from us or our licensors.

14.9 If Bitpace receives any feedback regarding this website, the sandbox environment and/or our Services, all rights, including intellectual property rights in such feedback, shall belong exclusively to Bitpace. To the maximum extent permitted by applicable law, you irrevocably and unconditionally transfer and assign to Bitpace all intellectual property rights it has in such feedback and waive any and all moral rights that a Licensee may have in respect thereto.

14.10 Portions of this website, the sandbox environment or our Services may include third-party open-source software that is subject to third-party terms and conditions. If there is a conflict between any third-party terms and these Standard Terms, then the third-party terms shall prevail but solely in connection with the related third-party open-source software. Notwithstanding anything to the contrary in these Standard Terms, Bitpace makes no warranty or indemnity hereunder with respect to any open-source software.

14.11 While using our website, the sandbox environment and our Services, you may choose to provide, upload, import, transmit, post, or make accessible certain data to Bitpace. You grant Bitpace a royalty-free, irrevocable, non-exclusive licence to use, process, display, copy and store such data in order to:

(i) provide our Services to you; (ii) administer and make improvements to our website, the sandbox environment and/or our Service; and (iii) collect and analyse anonymous information.

14.12 You are solely responsible for the backup of such data, and you alone can implement backup plans and safeguards appropriate for your requirements. To the extent that data includes any personal data, you should refer to our Privacy Policy.

15 PROHIBITIONS

15.1 You are not authorised to access this website or sandbox environment for the purpose of monitoring its availability, performance and functionality or for any other benchmarking or competitive purposes.

15.2 You are not permitted to violate or abuse password protections governing access to our Services or use our website, the sandbox environment or our Services for any purpose not expressly specified in these Standard Terms and your separate agreement signed with Bitpace (where applicable).

15.3 Without limiting the foregoing, you agree, guarantee and warrant not to engage or attempt to engage, directly or indirectly, in any activity or transmit any information that:

(i) is illegal or violates any applicable law or regulation; or (ii) violates any third-party’s right(s), including, but not limited to, the right of privacy, right of publicity, or any intellectual property or proprietary rights; or (iii) is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, discriminatory, vulgar, or otherwise objectionable; or (iv) is commercial in a way that violates these Standard Terms; or (v) falsely states, misrepresents, or conceals your identity or affiliation with another person or entity; or (vi) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; or (vii) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the website, the servers or networks connected to the website, or the sandbox environment, or any of the Services provided by us; or (viii) is for the sale or provision of any counterfeit, illegal or unauthorised products or services, pornography or other obscene materials, provision of arms, defence or dual-use goods, pharmaceutical products (regulated or unregulated), gambling; or (ix) accesses without permission our proprietary or confidential records, those of anyone else; or (x) removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of this website or the Online Systems; or (xi) licence, sub-licence, sell, resell, rent, lease, transfer, distribute or time share or otherwise make any portion of our Services available for access by third parties except as otherwise expressly permitted by us in these Standard Terms or in writing.

15.4 Furthermore, the use of the website, the sandbox environment or our Services that directly or indirectly is intended to perform any criminal activity of any kind, including but not limited to bribery, money laundering, terrorist financing, extortion, fraud, malicious hacking or cyberattacks, is strictly forbidden and against Bitpace’s policies.

16 DO NOT RELY ON INFORMATION ON THIS WEBSITE

16.1 The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking or refraining from thereof, any action on the basis of the content on our website and especially before engaging with crypto-asset activities.

16.2 Although we make reasonable efforts to update the information on our website, we make no representations, warranties or guarantees, whether expressed or implied, that the content on our website is accurate, complete or up-to-date.

16.3 For the avoidance of doubt, you can rely on the API documentation to make your integration with us and, also, once you become a customer of ours, you will receive an account for our production environment, whereas the above information non-reliance disclaimer shall not apply to your use of the production environment and to the in-account information that we would make available to you.

17 WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

17.1 Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

17.2 We have no control over the contents of those websites or resources.

18 RULES ABOUT LINKING TO OUR WEBSITE

18.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You will not link the website to any website containing any inappropriate, defamatory, infringing, indecent or unlawful topic or information or that violates any intellectual property, proprietary, privacy, or publicity rights.

18.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

18.3 You must not establish a link to our website on any website that is not owned by you.

18.4 Our website must not be framed on any other website, place pop-up windows over its pages, or otherwise affect the display of its pages, nor may you create a link to any part of our website other than the homepage.

18.5 We reserve the right to withdraw linking permission without notice.

18.6 The website to which you are linking must comply in all respects with the applicable laws and industry standards.

18.7 If you wish to link to or make any use of the content on our website other than that set out above, please contact us at [email protected].

19 HOW YOU MAY USE THE SANDBOX

19.1 The sandbox environment is provided to you for education, demonstration and evaluation purposes only. You are not permitted to use the sandbox environment for any other uses. The sandbox environment is provided exclusively as a means for you to evaluate our Service offering in a hosted environment; it is not provided to allow setting up your own environment, and you shall not reverse engineer, disassemble, modify, translate, alter or decompile, distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer all or any portion of our software.

19.2 Except for the rights expressly granted under these Standard Terms, we reserve all rights, title and interest in and to the sandbox environment, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.

20 SECURITY

20.1 If you choose, or you are provided with, a user identification code, API keys, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party or allow a third party to use our website, the sandbox environment, or our Services on your behalf or using your credentials, except for your employees and contractors that need such access and only after informing them of the content of these Standard Terms.

20.2 You also agree that you are solely responsible and liable for any activities that occur under your use of this website, the sandbox environment, and our Services and for any harm caused to us and resulting from such usage. Any breach of these Standard Terms by anyone accessing our website or the sandbox environment or our Services using your access details shall be treated as your own breach of these Standard Terms.

20.3 We have the right to disable any user identification code, account or password, whether chosen by you or allocated by us, at any time, without notice and for any reason.

20.4 You are solely responsible for keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security and maintaining security and control over the designated email mailbox, phone number and two-factor authentication applications (if enabled by you) or devices associated with your use of the website, sandbox environment or our Services and/or any given payment method used.

20.5 You are solely responsible for reviewing messages purporting to originate from Bitpace. Should you have any uncertainty regarding the authenticity of any communication, you should contact us at [email protected] to confirm the authenticity and review any transactions or required actions.

20.6 You agree that you will not, nor will you authorise or assist others to circumvent, disable or otherwise interfere with security-related features of this website, the sandbox environment and/or our Services or features that enforce limitations on the use of any of the latter.

20.7 Bitpace cannot be held responsible for a loss of funds or crypto-assets related to any scam or phishing schemes you might have been involved in or subject to. Regardless, we will endeavour to help prevent such situations and assist you in securing your account.

20.8 If you know or suspect that anyone other than you knows your user account details, identification code or password, you are obligated to immediately notify us at [email protected].

21 CONFIDENTIAL INFORMATION

21.1 Our communications to you, the sandbox environment, the API, our Services and any supporting documentation may contain our confidential information (regardless of whether marked as confidential).

21.2 We will treat all information we hold about you or your account or transactions as confidential.

21.3 You and Bitpace (each a “recipient” or a “discloser”, as applicable) agree that:

(i) the recipient will treat all the confidential information as strictly confidential and use the same degree of care to prevent disclosure of the confidential information as the recipient would use with respect to the recipient’s own most confidential and proprietary information; (ii) the recipient will use the confidential information of the discloser solely for the purpose for which it is provided; and (iii) the recipient may disclose this information to its affiliates, or to regulators and governmental agencies, in any jurisdiction, where the recipient is required to do so by applicable laws and regulations or court order or by a regulator or competent authority; or where there is a public duty to disclose; or with the discloser’s consent. In any case and to the extent permitted by applicable law, the recipient shall ensure that the person or persons to whom confidential information is disclosed are subject to the same or stricter confidentiality obligations with regard to the confidential information as those imposed on the recipient under the present section.

21.4 Confidential information shall not include any information that:

(i) was or becomes generally known to the public through no fault or breach of these Standard Terms by the recipient; (ii) was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the recipient without use of the discloser’s confidential information; or (iv) was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.

21.5 You will not, without our prior written consent in each instance:

(i) use in advertising, publicity, monitoring or other promotional materials or activities the name, trade name, trade mark, service mark, symbol or any abbreviations, contraction or simulation thereof, of Bitpace or our affiliates or their respective partners or employees; or (ii) represent directly or indirectly that any service provided by you has been approved or endorsed by us.

21.6 All our confidential information is and remains our property, and, except as expressly provided in these Standard Terms, no licence or other right in any of our confidential information shall be granted to you. Upon termination or revocation of your registration with us and upon our written request at any time, you will destroy or return to us all our confidential information in your custody or control.

21.7 Neither you nor Bitpace shall make any public announcements relating to your use of the website, the sandbox or the provision of our services to you, except with the other party's prior written consent.

21.8 The confidentiality obligations set in this section 21 shall survive termination of these Standard Terms with regards to any confidential information remaining with the recipient.

22 HOW WE MAY USE YOUR PERSONAL INFORMATION

22.1 We will only use your personal information (and, where applicable, people connected to your business, such as beneficial owners, directors or users, and your end customers) as set out in our Privacy Policy.

22.2 We may request from you any information and documentation that we consider necessary to comply with our obligations for identity verification and financial crime prevention, including fraud and money laundering monitoring.

22.3 You hereby agree that you or the merchant you represent act as a controller with respect to any personal data you provide to us and represent and warrant that, where you are proving to us the personal data of any individual, such individual has been informed of and, if applicable, has given their consent to the collection, storage, processing and use of their personal data as per our Privacy Policy and that they have been informed of their rights concerning their personal data which is collected, stored, processed and used following our Privacy Policy.

22.4 You acknowledge and agree that we rely on the personal data provided to us or available to us in carrying out our obligations under the law and these Standard Terms and that you undertake to provide us with updates as to the personal data provided, such that the personal data remains current and accurate.

22.5 You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to or via the sandbox environment may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. By using the website, the sandbox environment and/or our Services, you consent to have your personal data transferred to and processed by us in accordance with our Privacy Policy.

23 CONFLICTS OF INTEREST

23.1 Situations may arise where our interests, or those of our staff or our affiliates, conflict with your interests or where your interests conflict with those of our other users or customers.

23.2 Whilst we take all appropriate steps to identify and prevent or manage conflicts of interest where we are not reasonably confident that our arrangements are sufficient to ensure that the risk of damage to your interests will be prevented, we will disclose to you the nature of the conflict and the steps that we have taken to mitigate the risk before undertaking business with you.

24 “AS IS” AND “AS AVAILABLE” BASIS

24.1 YOU ACKNOWLEDGE THAT THE WEBSITE AND THE SANDBOX ENVIRONMENT ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WEBSITE AND THE SANDBOX ENVIRONMENT MAY CONTAIN ERRORS OR INACCURACIES THAT COULD CAUSE FAILURES, INCLUDING BUT NOT LIMITED TO DATA CORRUPTION OR LOSS OF DATA FROM THE SANDBOX ENVIRONMENT AND FROM PERIPHERALS (INCLUDING, WITHOUT LIMITATION, SERVERS AND OTHER HARDWARE/IT EQUIPMENT) CONNECTED THERETO.

24.2 WE ARE NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL OR OTHER SUPPORT FOR THE WEBSITE OR THE SANDBOX ENVIRONMENT. ANY ACTIVITIES THAT YOU PERFORM USING OR ACCESSING THE WEBSITE OR THE SANDBOX ENVIRONMENT ARE AT YOUR OWN RISK.

24.3 WE AND OUR AFFILIATES MAKE NO WARRANTY, REPRESENTATION OR OTHER ASSURANCE IN CONNECTION WITH THE WEBSITE, THE SANDBOX ENVIRONMENT AND/OR ANY RELATED SERVICE(S) PROVIDED BY OR VIA Bitpace, INCLUDING AS TO AVAILABILITY, ACCURACY, COMPLETENESS, RESULTS, FUNCTIONALITY, RELIABILITY, PERFORMANCE, TIMELINESS, NON-INFRINGEMENT, SUITABILITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. ALL REPRESENTATIONS, WARRANTIES, AND ASSURANCES (STATUTORY, IMPLIED OR OTHERWISE) ARE EXCLUDED.

25 WE ARE NOT RESPONSIBLE FOR VIRUSES, AND YOU MUST NOT INTRODUCE THEM

25.1 We do not guarantee that our website or the sandbox environment will be secure or free from bugs or viruses.

25.2 You are responsible for configuring your information technology, computer programmes and platform to access our website and the sandbox environment. You should use your own virus and malware protection software.

25.3 You must not misuse our website, our sandbox and production environments or our Services by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

25.4 You must not attempt to gain unauthorised access to our website, third-party accounts, the sandbox and production environments, our Services or the server on which any of those are stored, or any server, computer or database connected to us. You must not attack our website, our Services, our sandbox and production environments or any of the servers we use via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our website will cease immediately, and we might block your and any associated IP addresses.

26 WE MAY MAKE CHANGES TO OUR WEBSITE, THE SANDBOX ENVIRONMENT OR OUR SERVICES

26.1 We may, from time to time, provide updates or upgrades to our website, sandbox environment or our Services, but we are not under any obligation to do so. Such updates and upgrades will be supplied according to Bitpace’s then-current policies, which may include automatic updating or upgrading.

26.2 Unless otherwise agreed, these Standard Terms shall govern any update and/or upgrade that replaces or supplements the original website, sandbox environment or any of our Services.

27 WE MAY SUSPEND OR WITHDRAW OUR WEBSITE OR ACCESS TO THE SANDBOX ENVIRONMENT

27.1 We do not guarantee that our website or the sandbox environment, or any content, will operate error-free or will always be available or be uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of our website or the sandbox environment at any time, without notice and for any reason, including if you are in breach of these Standard Terms.

27.2 You are also responsible for ensuring that all persons who access our website or the sandbox environment through your internet connection are aware of these Standard Terms and other applicable terms and conditions and that they comply with them.

28 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

28.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

28.2 You acknowledge and agree that:

(i) We exclude all implied conditions, warranties, representations or other terms that may apply to our website, any content on it and/or the sandbox environment. (ii) We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including those arising under or in connection with

a. use of, or inability to use, our website or the sandbox environment; or b. use of or reliance on any content displayed on our website, the sandbox environment or any supporting documentation;

(iii) we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

28.3 Different and/or additional limitations and exclusions of liability may apply to liability arising as a result of the supply of any crypto-asset services to merchants, which (in such a case) will be set out in a separate agreement.

29 INDEMNIFICATION

29.1 You will indemnify, defend, and hold us, our directors, officers, agents, employees, advisers, vendors, suppliers, licensors, contractors and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to your usage of our Services or your breach of these Standard Terms.

30 SUSPENSION AND TERMINATION

30.1 If you have entered into a separate agreement with us, such as, but not limited to, a merchant agreement, additional suspension and termination triggers may be agreed upon in such a separate agreement.

30.2 You acknowledge and agree that we reserve the right to, in our sole discretion and at any time,

(i) discontinue or amend, temporarily or permanently, impose limitations and/or restrictions to all or any part of our Services or any features associated with any of them or prohibit access to this website and/or the sandbox environment, its content, tools, delay or remove hosted content and take technical and legal measures to keep any or all users off this website; (ii) to refuse to process, to reverse (if practicable), suspend or delay or cancel or terminate any transaction or partially execute or permit a transaction.

30.3 Furthermore, if we consider it necessary or desirable to prevent what we consider to be or what might be a violation of any applicable law or regulation or good standard of industry practice or if we consider it necessary or desirable for our own protection or any action is taken, or event occurs which we consider might have a material adverse effect upon your ability to perform any of your obligations under these Standard Terms, we may without notice suspend or terminate (at our sole discretion) the provision of our Services (or part thereof) to you.

30.4 If practicable, and although Bitpace will not be obligated, Bitpace may use commercially reasonable efforts to notify you, either prior or promptly after, of any such suspension or termination or the lifting of any previous suspension, as we consider appropriate at our own discretion and, unless Bitpace reasonably believes that:

(i) it is prohibited from doing so under applicable law or legal processes, such as court or government administrative agency processes, orders, mandates, and the like; or (ii) it is necessary to delay notice in order to prevent imminent harm to Bitpace or a third party. Under circumstances where notice is delayed, Bitpace will provide the notice if and when the related restrictions in the previous sentence no longer apply.

30.5 Unless otherwise agreed between you and Bitpace, no termination fee shall apply, but each party - you and Bitpace - will be responsible for fulfilling any outstanding payment(s) or other outstanding obligations existing as of the effective date of closure or termination and for settling any pending transactions. Notwithstanding, Bitpace reserves the right to terminate any pending transactions at the time of such termination.

30.6 If these Standard Terms are terminated howsoever caused:

(i) you will pay to Bitpace any amounts that have accrued before and remain unpaid as of the date of the termination; (ii) any and all of your liabilities to Bitpace that have accrued before the effective date of the termination will survive; (iii) licences and use rights granted to you will immediately terminate; (iv) Bitpace's obligation to provide any further services to you under these Standard Terms will immediately terminate, except any such services that are expressed to be provided following termination of these Standard Terms; and (v) all provisions of these Standard Terms which are expressly or by implication intended to or designated to survive and apply following termination of these Standard Terms will survive and apply to such termination.

30.7 If you are a website visitor only, you may terminate your use of this website at any time by ceasing further use of the website. Bitpace may terminate your use of this website and deny you access to this website at our sole discretion for any reason or no reason, including for violation of these Standard Terms.

31 COMMUNICATIONS AND RECORDS

31.1 These Standard Terms are supplied to you in English. Therefore, the language of all mutual communication shall be English. You will receive documents and other information from us in English. If a document is translated into another language, this will be for information purposes only, and the English version shall always prevail.

31.2 You agree to receive all communications, agreements and notices that we provide in connection with these Standard Terms via electronic means, including by email, text, chat and messaging platforms, in-product notifications, push notifications, or by posting them on this website, the sandbox environment or through any of our Services.

31.3 You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or delivered in a particular manner. You agree to keep your contact information up-to-date at all times. If you have subscribed to receive marketing messages, you can opt out of marketing messages we send you at any time by unsubscribing.

31.4 Instructions or requests or an acceptance of any of our offerings that are provided to us by you via email or other electronic means (including through the instant text messaging channel on our website) will constitute evidence of such instructions or requests or acceptance.

31.5 We may monitor and record any communications between you and us using monitoring devices or other technical and physical means. The monitoring and recording of communications may occur when necessary for the purposes permitted by law and to ensure regulatory compliance. Telephone or online audio/video conversations and any other electronic communications may be recorded without the use of a warning tone or notification. Such records will be our sole property and accepted by you as evidence. We may use such recordings and other records as evidence in court or other proceedings.

31.6 Upon reasonable request made in writing by you to us, you shall be allowed to review available records maintained by us relating to you. In addition, you shall also be allowed and entitled to, solely at your own cost and expense, a copy of such records.

31.7 Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our Services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record-keeping obligations, although records may be made available to you upon request at our absolute discretion.

32 FEEDBACK, QUERIES, COMPLAINTS

32.1 You agree that use of any feedback may be made by Bitpace at its sole discretion and that Bitpace in no way shall be obliged to make use of any kind of the feedback or part thereof.

32.2 Notwithstanding the aforementioned, Bitpace may use the anonymised and/or aggregated learnings, findings, and outcomes thereof to develop, improve, and optimise Bitpace’s products, services, and/or processes and verify your compliance with these Standard Terms.

32.3 We are committed to providing the highest level of service to all of our counterparties. However, we do recognise that, on occasion, problems may arise, and we may fall short of the service levels to which we aspire. If you are dissatisfied with any aspect of our Services, you may make a complaint to us. Any feedback, queries or complaints should be referred to our Customer Support team, available at [email protected].

32.4 In the event of a complaint, please notify us of the cause of your complaint and give us any information that is relevant to your complaint. We will conduct a full investigation of your complaint and will contact you as soon as the investigation is completed, but not later than fourteen (14) days from the date of the receipt of your complaint. When you receive a response from us, we will:

(i) offer to resolve your complaint in the way you requested (where/if applicable); (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if we are unable to respond to your complaint within fourteen (14) days for reasons beyond Bitpace's control, we will send you a notification indicating the reasons for the delay in answering your complaint and specifying the deadline by which we will respond to your complaint (which will be no later than thirty-five (35) days from the receipt of your complaint).

32.5 Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.

33 WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

33.1 We may at any time assign, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Standard Terms.

33.2 You shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Standard Terms.

34 PARTS OF THESE STANDARD TERMS COULD EVENTUALLY BE DELETED

34.1 If any provision or part-provision of these Standard Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Standard Terms.

35 EXCLUSION OF LIABILITY FOR EXTERNAL EVENTS

35.1 We shall not be in breach of these Standard Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Standard Terms if such delay or failure is a result of events, circumstances or causes beyond our reasonable control, including acts of God, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence, registration or consent, non-performance by suppliers or subcontractors, forks, hacks, interruption or failure of utility or internet service.

36 SET-OFF

36.1 Without prejudice to any other rights to which we may be entitled, we may, at any time and without notice to you, set off any amount (whether actual or contingent, present or future) owed by you against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes, we may ascribe a commercially reasonable value to any amount which is contingent or which, for any other reason, is unascertained.

37 CUMULATIVE RIGHTS

37.1 The rights and remedies provided under these Standard Terms are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all, in a manner, or at any time beneficial to you.

38 WE ARE MAINTAINING OUR RIGHTS

38.1 No failure or delay by us to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

39 COUNTRY'S LAWS THAT APPLY TO ANY DISPUTES

39.1 Unless otherwise agreed in writing on a separate agreement, you and Bitpace agree:

(i) that these Standard Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales; and
(ii) to the exclusive jurisdiction of the courts of England and Wales.

39.2 Notwithstanding section 39.1 above, if you and the relevant Bitpace entity are based in the same jurisdiction and unless otherwise agreed in writing on a separate agreement, you and the relevant Bitpace entity agree:

(i) that these Standard Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with the laws of that same based jurisdiction (in any case Bulgaria and/or Estonia, as applicable); and
(ii) to the exclusive jurisdiction of the courts of that same based jurisdiction (in any case Bulgaria and/or Estonia, as applicable).