GENERAL TERMS OF SERVICE

General Terms of Service version: May 1,2022
This document acts as an agreed upon terms of use (“Terms”) between you (“User,” “you”) and MercuryTrade or any other entity authorized by thereof (“Company”, “us” or “we”). You accept these Terms when you use or access our website https://mercurytrade.io/ (including any and all mobile platforms and versions of the mobile application, and any and all subdomains, collectively, the “Website”) and/or use our services or any other features, technologies or functionalities offered by us through the Website (collectively, the “Services”).
These Terms shall enter into force at the time you first access the Website or use Services. If you disagree with any provision of these Terms, you shall cease using the Website or any Services immediately. You have read, understood and agree with these Terms and any provisions thereof. If you are using Services on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and acknowledge that such entity shall be responsible for any damage arising out of a breach of these Terms by you or any other employee or agent of such entity (in such event references to “you” in these Terms refer jointly to you and such entity). You should read these Terms carefully before using the Website. By using the Website or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Website immediately.
We reserve the right to change, modify and replace these Terms or Service Terms at any time based on our sole discretion without any prior notice to you. We will provide notice of any amendment to these Terms by posting any revised document to the Website and updating the “Last updated” field above accordingly, or by any other method we deem appropriate. We are not obligated to provide notice by any other means. It is your responsibility to review these Terms of Use regularly. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent use of the Website and Services. If at any time you do not agree to these Terms, please stop using our Services and accessing our Website. You will be deemed to have accepted changes to the Terms, by continuing to use our Services and accessing our Website.
By accessing the Website and/or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not access the Website and/or use the Services.
Specific Service may be governed with the separate Terms of Service and/or Licensing Agreement (collectively referred as “Service Terms”). In order to use such Service(s), you agree to be bound by these Terms and Service Terms. In case of conflict between the provisions of these Terms or Service Terms, Service Terms shall prevail.
Please read these Terms of Use carefully before using the Website or Services described herein and make sure you understand everything. Please also review the following documents, which form part of the Terms of Use:
- Privacy Policy;
- Cookie Policy;
- Service Terms.
1. Using the Website
1.1 You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Website. We make no promise that the Website is appropriate or available for use in any location. If you choose to access the Website from any location, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.
1.2 The Website and the Services are offered and available to you only if (i) you are at least eighteen (18) years of age and you are legally entitled to use the internet and services like those provided by us, and (ii) your right to use Services have not had been previously suspended or revoked by us. You may neither use the Website or the Services if you are located in, or a citizen or resident (tax or otherwise) or any state, country or another jurisdiction where use of the Website or the Services would be illegal or prohibited or otherwise violate any applicable laws and regulations. You represent and warrant that you are not a citizen or resident (tax or otherwise) of any such jurisdiction and that you will not use neither the Website or the Services while located in any such jurisdiction (“Restricted Person”). You also may not use the Services if you are located in, or a citizen or resident (tax or otherwise) of, any other jurisdiction where we have determined, at our sole discretion, to prohibit use of the Website and/or the Services. We may implement controls to restrict access to the Website and/or the Services from any jurisdiction prohibited pursuant to these Terms. You agree to comply with these Terms even if our methods to prevent use of the Website and/or the Services are not effective or can be bypassed.
1.3 The Company is prohibited from transacting with individuals, companies and countries that are on prescribed sanctions lists. The Company will therefore screen against United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC) sanctions lists in all jurisdictions in which we operate.
1.4 As a condition of your use of the Website and the Services, you agree to comply with our acceptable use policy and warrant and represent that:
1.4.1 you will not misuse or attack our Website or Services by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack);
1.4.2 you will not attempt to gain unauthorised access to our Website or Services, the server on which our Website is stored or any server, computer or database connected to our Website;
1.4.3 you will not use the Website or the Services for any criminal, illegal, or otherwise prohibited use, including, without limitations, activities related to money-laundering, drug trafficking, human trafficking, weapon trafficking, terrorism, securities fraud, or tax evasion;
1.4.4 you have sufficient understanding of cryptocurrencies, their storage mechanisms (such as digital wallets), and blockchain technology;
1.4.5 you have: (i) the necessary technical expertise and ability to review and evaluate the security, integrity and operation you wish to proceed and (ii) the knowledge, experience, understanding
1.4.6 you are not Restricted Person and you are not acting on behalf of any unrevealed third party, including Restricted Person;
1.4.7 you hereby confirm and agree that Company will have no responsibility or liability for, such risks; and
1.4.8 you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
1.5 We may prevent or suspend your access to the Website and/or to the Services or any portions thereof at any time as we may deem reasonable, including, but not limited to, if you do not comply with these Terms or any applicable laws and/or regulation.
2. Risk Factors
2.1 Purchase, sell or/and use of cryptocurrencies and/or Services may be associated with a high degree of risk. It is your obligation to peruse, comprehend and carefully consider or seek legal advice as to the risks described below in addition to the other information stated herein before deciding to access our Website and use our Services.The list of risk factors described below is not exhaustive. In addition to the risks disclosed herein, there may exist other risks, which Company at present cannot reasonably forecast. Hereby you represent and warrant that you’ve read, understood and agree with the following risk factors associated with cryptocurrencies and Services:
(a) the features, functions, characteristics, operation, use and other properties of any cryptocurrency and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (an “underlying technology”) used to administer, create, issue, transfer, cancel, use or transact in any cryptocurrency may be complex, technical or difficult to understand or evaluate;
(b) any cryptocurrency and its underlying technology may be vulnerable to attacks on the security, integrity or operation of the underlying technology, including attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other underlying technology;
(c) any cryptocurrency or underlying technology may change or otherwise cease to operate as expected due to a change made to the underlying technology, a change made using features or functions built into the underlying technology or a change resulting from an attack. These changes may include, without limitation, a “fork” or “rollback” of a cryptocurrency or its blockchain;
(d) any cryptocurrency may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, attacks, or failure of the cryptocurrency to operate as intended;
(e) any cryptocurrency may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of cryptocurrency);
(f) trading/purchasing of cryptocurrencies involves significant risks, once purchased, the value of cryptocurrency may significantly fluctuate due to various reasons on any given day. Due to said facts, you may unpredictable increase or lose value in any of your assets or funds at any given moment;
(g) cryptocurrencies by their nature carry significant risks due to the uncertainly of regulations, cryptocurrencies in most are not backed by real assets, goods and/or commodities, and are new type of currency mostly backed by technologies such as the blockchain and surrounded community. Regulatory status of cryptocurrencies is unclear or not defined in many jurisdictions. It shall be your own obligation to be in compliance with applicable laws and regulations in your home jurisdiction;
(h) in many cases transactions with cryptocurrencies in blockchain are immutable, once you send cryptocurrency you owned to any digital wallet it will be impossible to cancel such payment or claim for refund;
(i) there also may be additional risks that Company at present cannot reasonable forecast, you should carefully evaluate all possible risks and satisfied yourself to make a reasonable decision of using of cryptocurrencies and Company’s Services.
2.2 In addition, you represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any cryptocurrency that you decide to acquire; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any cryptocurrency. You accept all the risks of receiving, storing and transferring cryptocurrency and are responsible for conducting your own independent analysis of the risks specific to cryptocurrency you wish to purchase and/or sell. You hereby confirm and agree that we will have no responsibility or liability for such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the Company and its shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
2.3 Cryptocurrencies are not regulated in the same way as financial products. In case of any loss for whatever reason, funds invested in cryptocurrencies are not protected by any national guarantee scheme, similar as bank deposits.
2.4 You acknowledge, agree and warrant that you have been warned of the potential risks involved by using our Services, Website and other relevant technologies mentioned herein as well as that there may be other risks involved, which are not specified herein and that you fully accept such risks.
3. Representations and Warranties
3.1 In connection with the use of our Website, Services, setting up of an Account, you represent and warrant the following:
(a) you are aware of these Terms and other mandatory documents and have acquired sufficient information about the Services and cryptocurrencies to reach an informed and knowledgeable decision in relation to copying of the Trading Activities;
(b) you have read and understand these Terms and you acknowledge and agree that there are risks associated with the Website, Services and cryptocurrencies;
(c) you have sufficient understanding of cryptocurrencies, their storage mechanisms (such as digital wallets), and blockchain technology;
(d) you have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with the purchase and sell of a cryptocurrency and any use of the Website and the Services, including (i) the legal requirements within your jurisdiction for the purchase and sell of a cryptocurrency, (ii) any foreign exchange restrictions applicable to such purchase/sell, and (iii) any governmental or other consents that may need to be obtained;
(e) you shall comply with any applicable tax obligations in all relevant jurisdiction arising from the purchase and sell of a cryptocurrency;
(f) you are not Restricted Person and you are not acting on behalf of any unrevealed third party, including Restricted Person.
4. Registration of Account
4.1 In order to use our Services, you may be required to register an account to access some or all of our Services (an “Account”). You represent and warrant that all information and documents provided when creating such an Account is current, complete and accurate. You agree to promptly notify the Company of any changes to any information and/or documents that would cause the information provided upon your Account’s creation to no longer be current, complete or accurate. The Company at its sole discretion may require you to provide proof of your identity and residence verification and pass any other screening procedures regarding you and your Account. You also represent and warrant that you understand that at the Company’s request while registering the Account you may be asked to confirm your email address and/or phone number in a manner deemed suitable by us. If you refuse to provide such information or it will be determined that you may not use our Website and/or Service for any reason, you will be denied Website and/or Services.
4.2 You agree that you exclusively will access and use your Account, and you may not transfer the right of its use or disclose any log-in credentials to a third party without our written consent. You agree to take full responsibility for any activity that occurs through the use of your Account and cannot transfer this obligation to any third party. You agree to notify Company in the event that you discover or suspect any security breaches or vulnerabilities related to the Website or Services. Unless your Account is opened on behalf of an entity, you will use the Services and your Account only for your own account and not on behalf of, or for the account of, any third party. If your Account is opened on behalf of an entity, you will use the Services and your Account solely for the account of the specified Entity you represent.
4.3 While using of the Account you will promptly notify Company if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account and be responsible for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account.
4.4 The Company is not responsible for the consequences of another party accessing and using your Account data due to your fault or negligence. It is your sole responsibility to safeguard these secrets. The Company will not be responsible for any funds lost in this manner.
4.5 The Company has full discretion regarding the opening of an Account for a specific user. If Company declines to open the Account for whatever reason, Company is not required to provide any explanation to you.
4.6 You accept and agree that in cases where the Company has valid reasons to believe that your Account is used for money laundering or for any other illegal activity, or that you have concealed or reported false identification information and other details, or if there is a valid reason to believe that the transactions effected via your Account were affected in breach of this Terms, Company shall be entitled to require you to provide any additional information and documents to clarify the circumstances. Your access to the Account may be limited until the documents are reviewed by us and accepted as satisfying the requirements of the legislation for counteracting laundering of monies from criminal activities and financing of terrorism.
4.7 The Company can request from you any additional identifying information and supporting documentation at any time at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering of monies obtained by criminal means, or for counteracting financing of terrorism.
5. The Company’s Services
5.1. Company is a software infrastructure provider. Services are offered in a form of a software license. License for a specific Service is governed with Service Terms (licensing agreement), which govern a specific service offered by the Company.
5.2 What Company is not or does not provide:
5.2 What Company is not or does not provide:
- Company does not provide any licensed or regulated financial services, such as investment services, fund management or investment advice.
- Company is not acting as user’s broker, intermediary, agent or advisory in any fiduciary capacity.
- Company is not a provider of (a) exchange services between cryptocurrencies and fiat currencies or between cryptocurrencies; (b) wallet or custodial services of credentials necessary to access cryptocurrencies or (c) cryptocurrency mining services.
5.3 What Company provides:
- a software infrastructure in a form of a platform, accessible through the Website;
- a limited license to use a platform from the previous paragraph.
5.4 For the avoidance of doubt, we do not and will not provide any investment advice in connection with the Services contemplated by these Terms or Service. Any decision related to cryptocurrencies is solely your own and we will not be liable for any loss suffered from such transactions.
5.5 We provide you with the Services related to (a) the copying of trading activities (the “Trading Activities”) performed by other users on cryptocurrency exchanges allowed by us (the “Cryptocurrency Exchanges”) and (b) your possibility share your Trading Activities available to other users of the Services for copying on the Cryptocurrency Exchanges. All the Services are being performed directly on the Cryptocurrency Exchanges using your accounts registered on such Cryptocurrency Exchanges (the “Cryptocurrency Exchange Accounts”). Neither we hold, manage or know your private keys, seed phrases, passwords. All your digital assets, seed phrases and private keys required to access and make operations with thereof remain at your full control and disposal. The Trading Activities are performed using APIs made available by the Cryptocurrency Exchanges through your Cryptocurrency Exchange Accounts, you may at any time limit access to thereof at your sole discretion.
5.6 Services from the previous paragraph are governed with the separate Service Terms, accessible on our Website.
5.7 For the Services provided, we will charge you with fees in the amount indicated on the Website and/or in your Account prior to the performing of the Trading Activities. No Services will be provided before the fees are paid in full using means of payment made available by us at the time on payment. The Services may be subject to a subscription subject to renewal in a certain period of time as may be from time to time indicated on the Website and/or in your Account. We hereby reserve the right to waive and/or reduce any fee at any time, with or without notice.
5.8 Our Website and Services may contain links to third-party websites, services, applications or be embedded or cause the use of API integrations to thereof (“Third-Party Services”). Neither we owned nor otherwise control such Third-Party Services, their availability and/or operations. Use of Third Party Services is not governed by these Terms of Use or by Service Terms. Each Third Party Service is governed with by the relevant terms of the respective third party. Third Party Services are not under the control of the Company and Company’s responsibility for Third Party Service is, to the extent permitted by law, completely excluded. It shall be your sole responsibility to read and accept all the applicable terms and conditions and evaluate any and all risks available to you in connection with the use of these Third-Party Services and any use thereof is at your own risk. In no event we shall not be responsible for any (i) errors, actions, omissions, misleading information, operations and for anything else related to Third-Party Services; (ii) damages incurred in connection with the use of Third-Party Services; (iii) transactions that were consummated by you or actions made by you with the use of Third-Party Services. All the links and embeddings of Third-Party Services are made by us for informational purposes only and we assume no liability whatsoever in connection with these Third-Party Services including in relation to accuracy and reliance of the information provided in relation to these Third-Party Services. Availability of any Third-Party Service and reference to thereof does not mean that we endorse that third party’s website, products or services.
5.10 In no way should our providing of Services and/or information, data or documents located on the Website and/or or accessible during the course of the Services be considered legal, financial or any other kind of specialized or expert advice on which you might detrimentally depend, causing liability against us. In using the Website and Services, you represent and warrant that you have sought any legal, financial or otherwise specialized advice from an expert qualified to provide such counsel, or else you have the sufficient knowledge and sophistication to evaluate the risks and merits associated with our Services and Website. You represent and warrant that you understand that any recommendations or commentary made by us or our employees or other users should be considered generalized in nature, and you should use your own judgment or seek the advice of an expert before taking any action regardless of such statements. We give no assurance as to the accuracy or completeness of any such statement.
5.10 In no way should our providing of Services and/or information, data or documents located on the Website and/or or accessible during the course of the Services be considered legal, financial or any other kind of specialized or expert advice on which you might detrimentally depend, causing liability against us. In using the Website and Services, you represent and warrant that you have sought any legal, financial or otherwise specialized advice from an expert qualified to provide such counsel, or else you have the sufficient knowledge and sophistication to evaluate the risks and merits associated with our Services and Website. You represent and warrant that you understand that any recommendations or commentary made by us or our employees or other users should be considered generalized in nature, and you should use your own judgment or seek the advice of an expert before taking any action regardless of such statements. We give no assurance as to the accuracy or completeness of any such statement.
5.11 We do not provide you with any guarantee regarding the value of cryptocurrencies or cryptocurrency transactions term or results of the Trading Activities. We neither evaluate, nor review, nor otherwise select the Trading Activities available for copying. Any cryptocurrency blockchain consensus network is solely responsible for verifying and confirming proposed transactions that you submit, and we cannot and do not confirm, cancel, or reverse wallet-to-wallet transactions. Once a transaction request has been submitted to a blockchain network, such blockchain network will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. You acknowledge and agree that we are not responsible for any errors or omissions that you make in connection with any transaction within the Trading Activities. We have no control over any blockchain network and therefore cannot and does not ensure that any transaction within the Trading Activities will be ever completed. You acknowledge and agree that any transaction within the Trading Activities may not be completed, or may be substantially delayed, by a blockchain network.
5.12 We are not giving any advice regarding tax issues and are not responsible for determining any tax implications connected with our Website or Services. We make no representation as to the tax implication of any jurisdiction. You shall be solely liable for all such penalties, claims, fines, punishments, liabilities or otherwise arising from his/her underpayment, undue payment or belated payment of any applicable tax. If certain taxes shall be applicable for our Services, they shall be added on top of the applicable amount. You are solely responsible and liable to declare, bear and pay all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with using our Services or the Website.
6. Suspension of Services, termination of Services
6.1 We may, in our discretion and without liability to you, with or without prior notice, temporarily suspend or permanently terminate your access to the Website, your Account or all or some Services(i) in the Event of Force Majeure (ii) if you breach these Terms or Service Terms, or (iii) if we are required to do so in order to comply with our own regulatory obligations.
6.2 For the purpose of this section, “Event of Force Majeure” means any circumstances which we cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes, breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing.
6.3 In particular, we may take such action set out in section 6.1 in the following circumstances:
- you attempt to gain unauthorized access to the Website or another user's Account or provide assistance to others attempting to do so,
- you interfere, or try to interfere, with software security features limiting use of or protecting any content,
- you use the Service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities,
- you violate these Terms or Service Terms,
- you infringe the intellectual property rights of third parties, or
- we are requested by law enforcement or other government agencies to do so, if deemed to be legitimate and compelling by the Company acting in its sole discretion.
6.4 Temporary suspension. If we suspect activity from your side, which might qualify as a breach of these Terms or Service Terms, we may temporarily suspend access to your Account or access to specific services within the Account. Such temporary suspension may last a maximum of 48 hours. Within this timeframe we will conduct an internal investigation. If our suspicion will be confirmed, we will trigger permanent termination of your Account.
6.5 Permanent termination. In case of permanent termination of your access to our Services, we will deactivate and delete your Account, without liability to you.
6.6 You may terminate these Terms or Service Terms with the Company, and close your Account at any time, by following the instructions published on our Website
7. Modification of the Services, discontinuation of the Services
7.1 We may, in our full discretion and without liability to you, with prior written notice, suspend or terminate some or all of our Services. In case of such suspension or termination, we will notify you at least 14 days prior to such discontinuation of Services and you will have the right to close your Account.
7.2 We may modify and upgrade existing Services at any time or we may introduce new services, without prior notice to you.
8. License and Termination
8.1 We hereby grant you a limited, non-exclusive, non-transferable, revocable at any time license (“License”) to access and you use of our Website and Services, and any content thereof. This License is subject to these Terms. Any other use of the Services and the Website not expressly permitted by these Terms is prohibited. All other rights are expressly reserved by us and our affiliates, contractors, agents, representatives, suppliers and licensors, and any of their shareholders, members, directors, officers, employees, agents or representatives (collectively, the “Affiliates”). All copyright, any other intellectual property rights and any other rights to all content, including user-generated content, and other materials published on the Website and provided by our Services, including, but not limited to, APIs, logos, designs, content, text, graphics, pictures, information, data, software, sound files, any other files, and the selections and arrangements thereof are our proprietary property, intellectual property or otherwise belongs to us and/or our licensors or suppliers and are protected by law, unless otherwise is expressly provided (collectively, the “Materials”).
9. Accuracy of Information and Availability of the Website and the Services
9.1 We try to make sure that the Website and the Services are accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Website and the Services will be fit or suitable for any purpose. Any reliance that you may place on the information on the Website or provided to you during the Services is at your own risk.
9.2 Any and all Materials is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest, but has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Website and the Services.
10. Disclaimer of Warranties and Guaranties. Limitation of Liability
10.1 We do not guarantee any level of performance or the continued, uninterrupted availability of the Services and the Website. We do not guarantee the accuracy of any information provided on the Website or during the Services. We hereby disclaim all warranties and representations that not expressly made in these Terms. You agree that neither we nor any of our Affiliates in no case will be responsible whatsoever for any damages caused by the interception, loss or alteration to any information sent over the Internet or through of any transaction. We make no representation and do not warrant the safety of the Website and the services, and are not liable for any damages, lost value or stolen property, regardless of whether we were negligent in providing appropriate security.
10.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (A) THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE WEBSITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AVAILABILITY, TIMELINESS, QUALITY, STABILITY, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE SERVICES OR RESULTS OBTAINED BY USING THE WEBSITE AND THE SERVICES, AND QUALITY OF THE WEBSITE AND THE SERVICES, (II) WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE AND THE SERVICES ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE WEBSITE AND THE SERVICES WILL BE CORRECTED, AND (III) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE AND OUR AFFILIATES ASSUME NO LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE OR THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED BY A REASON OF ANY DEFECT OF SOFTWARE OR BY A REASON ON OUR PART OR OUR AFFILIATES, ERROR-FREE OR WILL BE AVAILABLE, ACCESSIBLE, FUNCTIONAL TWENTY FOUR HOURS A DAY OR WILL BE FUNCTIONAL AS IT DESIGNED.
10.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL WE OR ANY OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE WEBSITE AND THE SERVICES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
10.4 THE LIMITATION OF LIABILITY REFLECTS THE ALOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS CLAUSE WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS INURE TO THE BENEFIT OF US AND OUR AFFILIATES.
11. Indemnification by the Company
11.1 Company will under no circumstances, be obligated to indemnify, defend, or hold the User harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys’ and experts’ fees and costs) arising out of or as a result of User’s use of the Website or Services.
11.2 Indemnification from the previous paragraph includes damages which are caused to the User as a result of regulatory risk, including taxation.
12. Indemnification by the User
12.1 User must indemnify, defend, and hold the Company harmless from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from User’s use of the Website or Services other than any third party claims covered by these Terms or Service Terms.
12.2 User will not be obligated to defend or hold harmless the Company in the event that any claims, demands, causes of action, judgments, or expenses arose out of wilful misconduct, gross negligence, or bad faith by the Company.
12.3 Promptly after receipt by Company of notice of any indemnification claim, Company must give User written notice describing the claim in reasonable detail, along with copies of any correspondence, court documents, or other writings stating the claim. User will be responsible for the defense or settlement of the claim, at its own expense and by counsel of its own selection and Company will have the right (at its own expense) to participate in the defense of the claim. Company must reasonably cooperate with User and its counsel in the defense and settlement of the claim. User cannot enter into any settlement with respect to any claim without the prior written consent of Company, which consent will not be unreasonably withheld. If User declines to assume the defense of the claim, Company may assume such defense and settle the claim as it deems appropriate, provided that Company does not enter into any settlement with respect to the claim without the prior written consent of User, which consent will not be unreasonably withheld.
13. Release
13.1 To the fullest extent permitted by applicable law, you release us and our Affiliates from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and other users of the Services and the acts or omissions of any third parties. You expressly waive any rights you may have under any applicable law as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
14. Applicable Law and Disputes
14.1 The laws of the Republic of Slovenia shall govern all issues arising under or relating to these Terms, without giving effect to the conflict of laws principles thereof.
14.2 Should any dispute arising out of, or in connection with, these Terms, including any question regarding its existence, validity or termination, fail to be resolved amicably, such dispute may be referred by either party to and finally resolved through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. All disputes arising in connection with these Terms, or further agreements resulting therefrom, shall be settled and finally resolved by arbitration to be seated in the Republic of Slovenia and conducted in the English language by a single arbitrator pursuant to the ICC Arbitration Rules (the “Rules”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties to the arbitration expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary in accordance with applicable laws.
15. Integration and Variation
15.1 These Terms, Service Terms, Terms of Use and Privacy Policy are a single set of rules which regulate the relationships between you and Company. You cannot accept it the partially, this set of rules should be accepted in full. Should any conflict between these Terms, Privacy Policy and Terms of Use, these Terms shall prevail.
15.2 Our failure to exercise or enforce any rights or provisions of these Terms does not constitute a waiver of those rights or provisions. These Terms, Terms of Use and Privacy Policy represent the entire and complete agreement between the User and the Company, including any future modification of such documents, superseding any prior agreements or communications between you and us. Any ambiguities in these Terms shall be construed in the light most favorable to the Company
15.3 We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Website and by continuing to use and access the Website and/or the Services following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.
16. Miscellaneous
16.1 This Terms are valid once User confirms that he/she agrees with the provisions stipulated in the Terms (the “Effective Date”). The Agreement is valid until the termination of each party.
16.2 Each party may terminate the Terms anytime, without providing reasons for such decision. Termination has immediate effect.
16.3 These Terms of Use constitute the entire agreement between us and you, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
16.4 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Use.
16.5 If any provision or part-provision of these Terms of Use 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 Terms of Use.
16.6 You may make a complaint by contacting our support or by sending an email to [email protected]. We will endeavour to resolve a reported complaint quickly. In any case, we shall resolve a reported complaint not later than 14 days after the complaint was addressed to us. While we will strive to do our best to provide you with any information you require in an accurate manner, any information given shall be subject to these Terms and Use and/or any other terms, conditions or rules directly contained in email format. In case of any contradictions between the information given by our support and the Terms of Use, the provisions contained in these Terms shall prevail. Without prejudice to your legal rights, you hereby acknowledge that any complaint made by you more than 14 days after the use of Service which is the subject of the complaint in question will not be taken into consideration and shall have no value.
16.7 If you have any questions relating to these Terms of Use, your rights and obligations arising from these Terms of Use and/or your use of the Website or Services, your Account or any other matter, please contact us at [email protected].
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