E-Gates Terms of Service

10. USER REPRESENTATIONS AND WARRANTIES

By entering into these Terms, you expressly represent and warrant to us that:

1. you have read and understand these Terms, including all documents and items incorporated herein by reference;
2. you have the necessary authority to accept these Terms, enter into a binding agreement with us, and perform the obligations set out herein;
3. the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under: (i) any provision of any judgement, decree or order imposed on you by any court or governmental or regulatory authority; and/or (ii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
4. if you are acting for or on behalf of an entity, (i) such entity is duly incorporated, registered, validly existing and in good standing under the applicable laws of the jurisdiction in which the entity is established, and in each jurisdiction where it conducts business, (ii) such entity shall be responsible for a breach of these Terms by you or any other employee or agent of such entity, unless you or any other employee or agent of such entity are responsible under the applicable law, and (iii) the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under any provision of your statutory or organisational documents;
5. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with the Digital Assets, Digital Assets storage facilities, including Wallets, distributed ledger technology, and blockchain-based software in general;
6. any Funds used by you in connection with the Services are either owned by you, or that you are validly authorised to carry out Transactions with such Funds;
7. the Funds used by you to carry out Transactions through or in relation to the Services are from legitimate sources and were lawfully acquired;
8. you are not a Prohibited Person nor use the Services for the benefit of a Prohibited Person;
9. you will not access or collect data or information from the Services using automated means or robots (excluding, for this purpose, Google or other search systems and engines) unless specifically authorised by us, and will not access or attempt to access information that you do not have permission to access;
10. you shall be solely responsible for all and any Transactions with the Funds carried out in connection with the Services, and for their consequences and outcomes;
11. you understand and agree that we do not act as your agent or fiduciary;
12. your entering into these Terms, accessing and/or using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your access to and use of the Services shall be in full compliance with all applicable laws or regulations;
13. you will comply with and bear sole responsibility for any tax obligations applicable to you arising in connection with your use of the Services;
14. your use of the Materials shall be at your own risk, and that nothing contained herein or inthe Materials shall be deemed a guarantee or promise that such information is true orcorrect, or that you will receive any profit or benefit, or that any Transaction in connection with the Services will be beneficial or suitable for you;
15. you shall not make any decisions based solely on the Materials and you shall always conduct your own substantial research and analysis before making any decision;
16. you will carefully evaluate, check, and verify any Third-Party Content before you use it or rely upon it in any manner;
17. any and all information provided to us by you in connection with registering your User Account, accessing or using the Services is complete, accurate, up-to-date, and not misleading in any respect; and
18. all of the above representations and warranties are true, complete, accurate, and non misleading from the time when you accept these Terms, and shall remain true, complete, accurate, and non misleading for the whole period of your access to and use of the Services.

11. PROHIBITED USE

You agree that you shall not conduct or participate in any of the following activities when accessing or using the Services, or in connection with such access or use:

1. disrupting, interfering with, or inhibiting other Users from using the Services, Third-Party Services, or carrying out activities that could disable, impair, or harm the functioning of the Services, Third-Party Services, servers, or underlying software;
2. using the Services or underlying software for any illegal purposes, including, but not limited to, for engaging or attempting to engage in money laundering and/or terrorism financing;
3. without prejudice to the terms of the applicable FOSS Licences, circumventing or attempting to circumvent any access or functionality restrictions or limitations with respect to the Services or underlying software, using malware, harmful code or software, undertaking hacker attacks or similar activities;
4. taking advantage of any technical glitch, malfunction, failure, delay, default, or security breach in or of the Services;
5. use the Services or related information for any purpose that is harmful or detrimental to us, Affiliates, the Services, Third-Party Services, other Users, or users of Third-Party Services;
6. carrying out or to be engaged in any Prohibited Business, or use the Services for the benefit or on behalf of any third parties who carry out or are otherwise engaged in the Prohibited Business;
7. violating any rights of any third person, including trademark or intellectual property rights;
8. carrying out fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain Funds or property of other Users or third persons;
9. subject and without prejudice to the terms of the applicable FOSS Licences, copying, reproducing, or cloning the Platform as a whole, or duplicating its essential elements, or creating derivative works from the Platform without our prior written consent; or
10. carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.

12. IMPORTANT DISCLAIMERS

Not a Party. We are not a party to and do not participate in Transactions conducted between the Users as well as between Users and third parties as a party thereto. In relation to any Transactions made in your favour, the relevant relationships and undertakings thereunder will be deemed to arise between you and the respective counterparty, and we are not and do not intend to be a party thereto. We shall not be responsible for or held liable in connection with any Disputes arising from these relationships and Transactions associated therewith, and all such Disputes shall be resolved exclusively between you and the respective counterparty.

No Advice. We are not your advisor with respect to any of your Transactions, decisions, or activities conducted while using the Services, including, but not limited to, the determination whether to cooperate or conduct any transactions with the respective counterparties that are using the KYC Services upon your instructions or request. No part of the Materials is intended as, or should be considered to be, or construed as, business, legal, financial, investment, trading, or any other sort of advice, or advice of a broker regarding any matters to which all or any part of such Materials relates. Before making the decision to use the Services and carry out certain Transactions or other actions inconnection therewith, you should consult your own legal, financial, tax, or other professional advisors regarding any such information, including whether cooperation with the respective counterparties, carrying out any Transaction, or other actions and activities, is suitable for you. We shall not be responsible for the accuracy, completeness or timeliness of the Materials and any decisions made by you in connection with the KYC Services and their outcomes, therefore any use of or reliance thereon7 will always be at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising therefrom.

No Fiduciary Relationship. The Services and these Terms are not intended to create or impose any fiduciary duty on us with respect to you. Notwithstanding anything to the contrary contained in these Terms, to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you, provided, however, that we shall have the duty to act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing to the extent required by the law.

No Solicitation. The Services and Materials are not intended to constitute an offer of securities, financial instruments, Digital Assets, or a solicitation for investment in or purchase of securities, financial instruments, or Digital Assets in any jurisdiction, nor is it intended to constitute a prospectusor offer document of any type. Nothing contained herein or in the Materials constitutes arecommendation or solicitation to use the Services or perform any Transaction, and you hereby acknowledge and agree that any access or use of the Services and any Transactions carried out by you shall always be at your own risk and discretion.

No Broker or Fund Manager Relationship. We are not your broker, fund manager, or any intermediary to any broker or fund manager. Neither the Services nor anything in these Terms shall be considered as a broker and/or fund management services, or any intermediation services thereto.

Transactions. The functionality of the Services allows you to make certain Transactions with the Funds. By initiating the respective Transaction, you authorise us to process and complete it in accordance with your instruction. While processing the respective Transaction initiated by you, we rely entirely on the instructions provided by you in connection therewith. Once the respective Transaction initiated by you was processed or completed, as applicable, such transaction becomes final and irreversible. Certain Transactions may become irreversible once initiated by you, for example, any Withdrawal transaction. Subject to the provisions of these Terms, you may not claim refunds or cancel Transactions once they have been processed, completed, or become irreversible. No interest, payments, or other amounts will be accrued on the Funds deposited to or held with the Platform. You may conduct Fiat Currency Withdrawals only to such Storage Mechanisms that belong to you and we or the respective Third-Party Service providers engaged by us reserve the right to verify your ownership thereof. You are solely responsible for any Transactions carried out through or in relation to the Services, regardless of whether such Transactions are processed by a blockchain network or take place off-chain, and you will carefully appraise and assess the risks involved in every such Transaction before it is made. You shall solely make all decisions with regard to your Transactions, and shall be solely responsible for their consequences, including possible losses and damages. We do not make any representations or warranties regarding the amount of time, transaction fees or other requirements that may be required to complete any Transaction, or that the respective Transaction to be processed, or for the Funds to become available in your User Account or Storage Mechanisms.

Digital Assets. We do not provide or make any representations or warranties of any kind with respect to the Digital Assets, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed and denied. You hereby acknowledge and agree that the Digital Assets may not: (i) meet your expectations or work as intended, (ii) have the intended functionality, (iii) have a market, or (iv) have any specific price or hold any particular value, or have any value at all. Any receipt, storage, use, and disposition of the Digital Assets shall always be at your own risk.

Storage Mechanisms. We shall not be responsible or liable in relation to your use of or inability to use the Storage Mechanisms. You are solely responsible for implementing reasonable measures for securing your Storage Mechanisms, including any passwords, seed phrases, private key(s), or other credentials necessary to access and manage such Storage Mechanisms. If your private key(s) or other access credentials associated with the respective Storage Mechanisms are lost, you may lose access to your Funds transferred to or held in such Storage Mechanisms. We are not responsible for any losses, costs, or expenses relating to loss of the Storage Mechanisms credentials, failures in the operation of Storage Mechanisms, or inability to use or access the Storage Mechanisms for any other reason.

Wallets. Wallets constitute Third-Party Services and we are not responsible for, do not endorse, shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Wallets used by you in connection with the Services or otherwise. When using the Wallets, you should review applicable terms and policies that govern your use of such Wallets. We never receive access to or control over your Wallet or the Funds held therein. Therefore, you are solely responsible for securing your Wallet and credentials thereto (including private keys, seed phrases, passwords, etc.). For the avoidance of doubt, this paragraph does not apply to the Funds held with the Services.

Third-Party Content and Services. When using the Services, you may view or interact with the Third-Party Content and Third-Party Services. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Content or Third-Party Services, do not endorse, recommend or solicit the use of, and are not responsible for any such Third-Party Content or Third-Party Services, as well as any information, materials, content, services or tools on or available through such Third-Party Content or Third-Party Services. You hereby affirm and acknowledge that your use of Third-Party Content or Third-Party Services, and your interactions with third parties that are linked to or from the Platform, are at your own risk. We assume no responsibility or liability for ensuring that any third party you transact with will complete the respective Transaction or is authorised to do so. To the maximum extent permitted by the applicable law, in no event shall we be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Content or Third-Party Services.

No Financial Services. We are not a financial institution, we also do not provide any financial services and/or other services that require or are subject to authorisation requirements under the laws of the Republic of Lithuania in line with the Lithuanian legislation and guidelines. The Fiat Currency processing and associated Transactions, such as Deposit, Withdrawal, etc., are conducted by the respective Third-Party Service providers which we neither operate nor manage. Deposited Fiat Currencies will be deemed and shall be used only as a prepayment for certain functionality of the Services, such as, for instance, purchase of the Digital Assets. You hereby acknowledge and agree that you are not entitled to interact with other Users or third parties with regard to the Fiat Currencies, nor permitted to transfer the Fiat Currencies to and receive them from the other Users or third parties. We reserve the right to establish certain other restrictions with respect to the Transactions involving the Fiat Currencies at our sole and absolute discretion, with or without notice, and without any liability whatsoever.

13. NO WARRANTIES AND REPRESENTATIONS

You are solely responsible for determining whether to use the Services and any use of the Services will always be at your own risk. We make no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, integration, merchantability, and fitness for a particular purpose with respect to the Services, all of which are expressly disclaimed and denied. We do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty and/or representation that:

1. the Services will work as expected, or that any Materials will be timely, accurate, reliable, complete, true or correct;
2. the Services will be secure, uninterrupted, or available at any particular time or place, or will continue working, operating or functioning for any period of time;
3. the Services will meet your expectations or will be fit for a particular purpose;
4. any defects, flaws, bugs or errors in the Services will be promptly corrected or corrected at all. You hereby acknowledge that in certain cases we may not be able to correct certain defects, flaws, bugs or errors in the Services, nor have such an opportunity;
5. any particular type or form of Funds will be supported within the Services, or will be available at any particular time or place, or available at all; and
6. the Services will be secure at all times or be immune to any viruses, bugs, malfunctions, or other harmful components, hacker, malware or other attacks, or third-party hostile interferences. However, we endeavour to take timely measures to correct any operation faults.

14. LIMITATION OF LIABILITY

Limitation of Liability. To the maximum extent permitted under the applicable law, in no event shall:

1. the E-Gates Parties be liable or responsible for any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms or their violation, the Services, the use or inability to use the Services, and/or the failure of the Services to perform as represented or expected, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory;
2. our and Affiliates’ officers, directors, employees, contractors, consultants, and shareholders be held personally liable in connection with these Terms or their violation, the Services, and the use or inability to use the Services, provided that this item “b” shall not limit our liability as of an entity;
3. the E-Gates Parties be responsible for or held liable in connection with inaccuracy or incompleteness of any E-Gates Information;
4. the Company Parties be responsible or liable for or in connection with Third-Party Services, Third-Party Content, or other third-parties’ acts or omissions, in each case including any direct, indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption;
5. the Company Parties be liable or responsible for or in connection with any loss or damage caused by or arising from the Force Majeure Circumstances; and
6. the aggregate liability of the E-Gates Parties to you for all damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, the Services, the use or inability to use the Services exceed the greater of: (i) EUR 2,000 or (ii) the aggregate amount of Fees actually received by us from you for the twelve (12) months preceding the date of the event which lead to such liability.

Waiver. You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover the damages listed above in this Section 14 from the Operators Parties and/or persons specified above. To the maximum extent permitted under the applicable law, you further waive any and all protections and benefits granted to you under the applicable law that limit or impair the release and waiver contained herein, including due to the fact that you do not know or suspect to exist in your favour at the time of executing the release.

Exceptions. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted under the applicable law. Notwithstanding anything to the contrary contained therein, these Terms do not limit our liability for (i) intentional misconduct, gross negligence, fraud, death or any personal injury caused by or in connection with the Services, their use or inability to use; (ii) any direct damages and losses incurred by Consumers arising out of or in connection with our undue performance, non-performance or violation of these Terms and/or any applicable laws and regulations.

15. INDEMNIFICATION

To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless the Operators Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) that arise from or relate to (i) your violation of these Terms, including making untrue or false representations or warranties, (ii) your access to or use of the Services, (iii) exercising, enforcing, or preserving our rights, powers or remedies (or considering doing so) with respect to you in connection with these Terms, and (iv) your obligation to pay Taxes. We reserve the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this Section 15. The indemnity setout in this Section 15 is in addition to, and not in lieu of, any other remedies that may be available to us under the applicable law.

16. SUSPENSION AND TERMINATION

Suspension. You hereby acknowledge and agree that we have the right to immediately suspend your User Account, with, in particular if you are considered a Consumer, or without notice, for any reason, including if:

1. you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
2. you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
3. you have, or we suspect that you have, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
4. you failed to pass the KYC/KYB Checks;
5. you or your User Account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
6. we detect any suspicious activity related to you or your User Account;
7. we detect unauthorised access to your User Account;
8. you requested us to suspend your User Account; or
9. we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.

Termination. You hereby acknowledge and agree that we have the right to immediately terminate your User Account, with, in particular if you are a Consumer, or without notice, for any reason, including if:

1. you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
2. you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
3. you have, or we suspect that you have, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
4. you failed to pass the KYC/KYB Checks;
5. you requested us to terminate your User Account. In this case, your User Account will be finally terminated after the expiry of six (6) months following the date of such request;
6. your User Account is deemed Inactive User Account; or
7. we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.

Effect of Suspension or Termination. If your User Account is suspended or terminated, (i) you authorise us to cancel or suspend any pending Transactions at the time of such suspension or termination; and (ii) any Funds associated with your User Account will be frozen, which implies that you will not be able to make any Transactions or operations with such Funds. Any suspension or termination of the User Account shall not affect (i) your liability for all activities and/or any Transactions conducted with or in connection with your User Account while it was active; and (ii) your obligation to pay all amounts of the outstanding Fees due to us. Accordingly, in such cases we have the right unilaterally with, in particular if you are a Consumer, or without notice to set off the amount of any damages and losses sustained by us or third parties due to your activities and/or Transactions against the Funds associated with your User Account. Upon termination of your User Account, you shall promptly provide us with your valid payment account details and/or Wallet addresses, as applicable, to allow us or the respective Third-Party Service provider to transfer any remaining Funds held in your User Account at the time of its termination (subject to set-off, if any). Subject to these Terms, we will make a commercially reasonable effort to transfer, or cause the respective Third-Party Service provider to transfer, the Funds to you as soon as practicable, subject to our internal policies and procedures. Unless otherwise decided by us at our sole and absolute discretion, if you failed to request the transfer or Withdrawal of the remaining Funds within three (3) months following the date of any termination of your User Account, we may, at our sole and absolute discretion, and without prior notice to you:

1. convert such remaining Funds to any type of Digital Assets determined by us at our sole discretion, according to the then-current in-Service exchange rates as of the time of the conversion, if any. Any commissions or Fees associated with the conversion will be deducted from the balance;
2. monthly charge the Storage Fee from your User Account by deducting the respective amount from the remaining balance; and
3. once the balance of your User Account reaches zero or becomes insufficient to cover the Storage Fee, such User Account will be deemed finally closed. In each case, before your User Account was closed as prescribed herein, you reserve the right to request Withdrawal of the then-current balance of the remaining Digital Assets, if any (less the Storage Fee accrued).

Reactivation of Inactive User Account. In order to change the status of Inactive User Account or retrieve your remaining Funds, you should contact us during six (6) months following the date when we notify you that your User Account has been deemed an Inactive User Account. In this case, we reserve the right to require you to pass and complete the KYC/KYB Checks or certain other verification and due diligence procedures. If we determine, acting at our sole and absolute discretion, that your Inactive User Account may be reactivated or you are entitled to retrieve the remaining Funds, we shall not be obliged to, nor required to refund any Storage Fee and/or any other costs incurred by us in connection with your Inactive User Account prior to such reactivation or retrieval. Please note that after the expiry of the term indicated above or once your Inactive User Account is terminated, it cannot be reactivated by you (i.e., you will need to register a new User Account if you wish to continue to use the Services).

17. OUR RIGHTS

General. You hereby acknowledge and agree that we have the right at any time to (i) temporarily suspend your User Account, (ii) stop, freeze, cancel, or rewind any Transaction associated with your User Account, and/or (iii) freeze the Funds associated with or held in your User Account, with, in particular if you are a Consumer, or without notice, if:

1. you are or your counterparty is, or we suspect that you are or your counterparty is, in breach of these Terms, including by providing false or misleading warranties or representations;
2. you are or your counterparty is, or we suspect that you are or your counterparty is, in breach of any applicable laws, regulations, or orders;
3. you have or your counterparty has, or we suspect that you have or your counterparty has, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
4. you or your counterparty failed to pass the KYC/KYB Checks;
5. you, your User Account, your counterparty, or your counterparty’s User Account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
6. we detect any suspicious activity related to you, your User Account, your counterparty, or your counterparty’s User Account;
7. we detect unauthorised access to your User Account or User Account of your counterparty;
8. we intend to avoid or mitigate security, legal, financial, or regulatory risks;
9. any Force Majeure Circumstances occurred and influence the Services or if we intend to avoid or mitigate the Force Majeure Circumstances;
10. we are attacked (including by hacker or any other attack) or intend to avoid or mitigate the impact of an attack; or
11. we are required to do so by a court order or command by a regulatory or government authority, regulatory or licensing frameworks or requirements applicable to us or that we are subject to, or in accordance with our internal policies and procedures.

Violation. In case you have violated or we believe that you have violated or threaten to violate these Terms or applicable legislation, we may, at our sole and absolute discretion, and you hereby expressly authorise us to, with, if and to the extent permitted under the laws, notice to you:

1. transfer the Funds associated with your User Account to a competent government, local, or other authority upon their request;
2. deliver a report to any government or other authority;
3. assist the government authorities in the investigation; and/or
4. invoke any other right or remedy available to us under these Terms, law, or otherwise.

List of Funds. When using the Services or carrying out Transactions, you may only use those types and forms of assets that are available and supported within the Services. The full list of the assets we currently support within the Services may be viewed on the Platform. You shall not use any Digital Assets or Fiat Currencies which are excluded from the assets available and supported within the Services, and we assume no responsibility or liability in connection with any attempt to use any Digital Assets or Fiat Currencies that we do not support. If you use any unsupported assets within the Services, such assets may be permanently lost. You hereby acknowledge and agree that we may, from time to time, acting at our sole and absolute discretion, determine, change, and update the list of assets supported within the Services. We reserve the right to remove certain assets from the Services and/or cease supporting particular assets at any time, with or without reason, with or without notice, and without any liability whatsoever. In this case, such removed assets will no longer be supported or available within the Services. If we remove certain assets from the Services, we may require you to make a Withdrawal of the respective Funds from your User Account during the time period established by us. In the event that you fail to do so, we may at our absolute discretion and without prior notice to you convert the balance of such removed assets associated with your User Account to any type of supported Digital Assets determined by us at our sole discretion, according to the market-prevailing exchange rates as of the time of the conversion, if any. In which case we shall not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion, and any commissions or Fees associated with the conversion will be deducted from the Funds associated with your User Account.

18. USER RIGHTS

Your Rights with respect to the Fiat Currency balance. You may request the refund of the balance of Fiat Currencies that you deposited to your User Account which were not used to (i) pay for the Services or related functionality or (ii) conduct Transactions. You may initiate such a refund at any time using the applicable functionality within the Services. Any deposited Fiat Currencies that were used to (i) pay for Services or related functionality or (ii) conduct Transactions shall not be refundable. If the deposited Fiat Currencies were not used by you within the Services during six (6) months from the applicable Deposit date, or during such other term as may be established by us at our sole discretion, as the case may be, we may notify you about the same and request you to either utilise such Funds within the Services or make a Withdrawal, and in the event of your failure to do so within fourteen (14) days, we shall have the right, without prior notice, to:

1. return the deposited Fiat Currencies to the respective Storage Mechanism which was used by you to make the Deposit; or
2. in the case we are not able to return Fiat Currencies as provided above or if we deem such transaction to be unfeasible, inappropriate, or risky, convert such Fiat Currencies to any type of supported Digital Assets determined by us at our sole discretion according to the market-prevailing exchange rates as of the time of the conversion, in which case we shall not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion, and any commissions or Fees associated with the conversion will be deducted from the Funds associated with your User Account.

Consumer Rights. If you are a Consumer, you have the following rights:

1. to obtain correct and thorough information about the Services;
2. to be refunded in accordance with paragraph “Your Rights with respect to the Fiat Currency balance” above;
3. if a Transaction available within the Services functionality was not wholly or partially completed due to our omission, or non-performance, or undue performance of these Terms, you will be allowed to either (i) repeat the respective Transaction, or (ii) if it is impossible to repeat the respective Transaction and/or the Funds are lost, refund the respective Funds involved in such Transaction without undue delay. We will be solely responsible for and bear all Fees, Third-Party Costs, and other expenses associated with the repeated Transaction as outlined above, if they were already charged from you earlier;
4. to defend violated rights and redress of pecuniary or non-pecuniary damages and losses in accordance with these Terms;
5. to appeal to the competent courts or authorities having jurisdiction regarding the defence of the violated rights and settlement of Disputes; and/or
6. to exercise other rights and remedies that are available to you as a Consumer under the applicable legislation.

19. VOID TRANSACTIONS

Any Funds misappropriated or obtained as a result of or in connection with the violation of these Terms or intended logic of the Services, including any interference in the operation of the Services or their components or any attack on the Services or Users, shall be considered immediate property of the Operators, and any Transactions related to the foregoing shall be considered null and void ab initio.

20. PROPRIETARY RIGHTS

Ownership. You do not receive any rights, title, or interest in or to the Intellectual Property and the respective rights holders reserve the right to prohibit any use of the respective Intellectual Property at any time. You may not obscure, remove or alter any marks or notices displayed within the Platform. Any rights not expressly granted to you under the Licence and/or applicable FOSS Licences are reserved by us, respective Affiliates, and/or other rights holders.

FOSS Licences. Certain components used within the Services may be distributed under the FOSS Licences, the terms of which shall be made available to you, and you agree to abide by and comply with the terms thereof, if and where applicable.

Feedback. By providing comments, suggestions, recommendations or other feedback in relation to the Services, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, commercialise, create derivative works from your feedback and the right to assign these rights to third parties in whole or in part. We may use, reproduce, disclose, make publicly available and otherwise exploit any of your comments, suggestions, recommendations or other feedback provided in connection with or relating to the Services in our sole discretion, without restrictions or any obligations to you.

21. ASSOCIATED COSTS

Fees. We may charge you certain Fees in connection with your use of the Services. You acknowledge and agree that we may deduct Fees from the Funds used in the associated Transaction or from the balance of your User Account, and you hereby authorise us to do so. The relevant Fees will be charged off in the Digital Asset(s) used in the respective Transaction either at the time when such Transaction is initiated, or at the time of its completion, or at such other time as we may determine. We reserve the right, at our sole and absolute discretion, to change and update the Fees, Fees Plan and Fees Schedule from time to time. Changes to the Fees Plan and/or Fees Schedule shall become effective immediately upon either of: (i) posting on the Platform, (ii) updating the Fees Plan and/or Fees Schedule, or (iii) written notice to you, whichever is earlier. You hereby agree and acknowledge that it is your sole obligation to review the applicable Fees each time you access the Services or decide to complete a certain Transaction in order to have up-to-date information about the Fees. If you do not agree to any amended Fees and updated Fees Plan and/or Fees Schedule, you reserve the right to discontinue any access to or use of the Services at any time. Continuous use of the Services is deemed acceptance of the updated Fees Plan and/or Fees Schedule.

Third-Party Costs. When you conduct certain Transactions through the Services certain Third-Party Costs may arise. You shall bear all such Third-party Costs associated with such Transactions. We are not responsible for any Third-Party Costs and shall not be in any way liable thereto. We will make commercially reasonable efforts to demonstrate to you the Third-Party Costs arising from the Transactions made through or in relation to the Services, however, you should independently verify this information and we do not warrant that the provided information will be correct. In certain circumstances, we may charge or withhold the arising Third-Party Costs from your User Account, and you hereby authorise us to do so. Certain Third-Party Costs may be included in the Fees applicable to the respective Transactions.

Taxes. You are solely responsible for determining what, if any, Taxes apply to your activities and any Transactions. It is also your responsibility to withhold, collect, report, and remit all applicable Taxes to the appropriate tax authorities, and we are not responsible for withholding, collecting, reporting, or remitting any such Taxes. However, if we are required under the applicable law to withhold, collect, report, and remit any Taxes, we will do so. You hereby acknowledge, understand, and agree that (i) your Transactions may have tax consequences for you, (ii) you are solely responsible for compliance with your tax obligations, and (iii) we will not bear any liability or responsibility with respect to any tax consequences to you associated with or arising from any Transactions.

22. UPDATES, AVAILABILITY, AND ACCESS

Updates and Modifications. We may from time to time and without prior notice make certain updates, improvements, or modifications to the Services, including, but not limited to, updates to the underlying software, infrastructure, security protocols, technical configurations, functionality, financial structure, or service features, and we shall not be in any case held liable with respect to any such update.

Availability. The availability and functionality of the Services depend on various factors. The Services may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, Force Majeure Circumstances, disruptions, sophisticated hacker or malware attacks, temporary or permanent unavailability of the underlying software or blockchain infrastructure, and/or unavailability of the respective Third-Party Services. In the aforementioned cases, the access or use of the Services may be prevented or limited without notice. Notwithstanding anything to the contrary contained herein, we may, at any time and at our sole and absolute discretion, without any liability whatsoever, terminate or discontinue the Services or any of their components. We will make commercially reasonable efforts to notify you about any such termination or discontinuation of the Services or any of their components in advance.

Access to the Services. If technically possible, we may limit, suspend or restrict access to the Services or any of their components with immediate effect and without any liability, regardless of reason, including if we, acting at our sole discretion, determine that (i) you have violated or may likely violate these Terms, applicable laws or regulations; or (ii) you or your actions create or may create legal exposure for us, Affiliates, or the Services; or (iii) you are or likely to be a Prohibited Person or act on behalf of a Prohibited Person. You hereby agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify Users from the Prohibited Jurisdictions or certain restricted jurisdictions, or those who have violated these Terms or the laws, and restrict their access to and use of the Services.

23. GOVERNING LAW

General. These Terms, as well as any and all relationships between you and us relating to the Services or any transaction contemplated in these Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Exception. The choice of law prescribed in this Section 23 shall not prejudice the mandatory provisions of local laws that apply to you as a Consumer.

24. DISPUTES RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. PLEASE NOTE THAT CERTAIN PROVISIONS CONTAINED IN THIS SECTION MAY BE APPLICABLE ONLY TO USERS WHO ARE CONSIDERED CONSUMERS.

Dispute Resolution. For any Dispute that you have against us or relating in any way to these Terms or the Services, you shall first contact us and attempt to resolve the Dispute informally by sending a Notice to us by email at legal@E-Gates.io. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the Dispute and set forth the specific relief sought. If we and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to, as and to the extent applicable:

1. binding arbitration administered by the LCIA, in accordance with the terms set forth in this Section 24. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute; or
2. courts of England and Wales having competent jurisdiction, without prejudice to the mandatory provisions of the applicable laws, provided that such Dispute arose from or in connection with your use of the Services as a Consumer, and/or relating to the relationship between you as a Consumer and us with respect to any transaction contemplated in these Terms.

As a Consumer you are not obligated to attempt to resolve the Dispute informally as prescribed above, and reserve the right to submit the Dispute to the competent courts when you are willing to do so.

Waiver of Court Proceedings and Jury Trial. Except for any Disputes in which you are considered a Consumer or either party seeks injunctive or other equitable relief for the alleged unlawful use of Intellectual Property, you and we hereby waive your and our respective rights (i) to have any Dispute arising from or related to these Terms, the Services and their use resolved in a court, and (ii) to a jury trial.

Binding Arbitration. Unless otherwise expressly outlined in these Terms, any Disputes arising out of or in connection with these Terms or the Services, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference herein. Any arbitration will occur in London, UK. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the LCIA. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). You will not and hereby waive your rights to object to the arbitration prescribed herein.

Confidentiality. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.

No Class Arbitrations. Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

Statutes of Limitation. To the maximum extent permitted under the law, you and we hereby agree that any claim arising out of or related to these Terms or the Services shall be filed within one (1) year after the ground for such claim arose. If the claim is not filed within this term, such claim shall be permanently barred, which means that neither you, nor we will have the right to assert such claim.

25. TERM AND TERMINATION

Term. These Terms will be in full force until terminated in accordance with the terms prescribed herein.

Termination by You. You may terminate these Terms at any time by terminating (closing) your User Account and ceasing access and use of the Services. You may individually terminate (close) your User Account via the functionality available on the Platform or request us to terminate your User Account, in which case your User Account will be deactivated for six (6) months after which the User Account will be terminated. During this period you may reactivate your User Account upon request to us, however after the expiration of such period your User Account will be permanently terminated (closed). Before terminating your User Account, you should withdraw your Funds held within it.

Termination by Us. These Terms shall be deemed automatically terminated if we (i) terminate the Services, (ii) terminate your User Account, or (iii) exercise our right to terminate these Terms as provided for herein.

Survival. Sections 3, 12-21, 23-28 of these Terms and provisions hereof constructed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason. Any termination hereof shall not affect the rights accrued prior to the termination of these Terms.

26. COMMUNICATION

Communication Channels. You agree and consent to receive electronically all Communications that we provide in connection with these Terms and the Services. You agree that we may provide Communications to you through any of the Communication Channels, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms. If you provide us with your email address, we may (but will not be obliged to) send Communications to you by email. All Communications specified in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are published or transmitted, as the case may be.

Contact Details. You may electronically communicate with us by sending Communications to the following email address info@E-Gates.io. We may require you to provide additional data or documents that will allow us to identify you.

27. MISCELLANEOUS

Severability. If any term, clause or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

Language. Currently, only the English version of these Terms and any Communications is considered official. The English version shall prevail in case of differences in translation of any E-Gates Information, Communications or other content. These Terms, as well as the interface of the Platform may be provided in multiple languages, but in case of any discrepancies, the English version shall prevail.

No Venture or Agency. Nothing in these Terms constitutes, or can be deemed to constitute, a partnership, association, joint venture, or other co-operative entity between you and us. Nothing in these Terms and no action taken by you or us pursuant to these Terms shall constitute, or be deemed to constitute, you the agent of any Operator for any purpose, and vice versa, with the exception of Transaction, initiated by you and being processed by us in accordance with your instructions. Neither you nor we have the authority or power to bind or to contract in the name of each other.

Entire Agreement. These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us concerning the matters contemplated herein and supersede all prior and contemporaneous understandings, writings, letters, statements, or promises, both written and oral, between you and us regarding the subject matters hereof, including, without limitation, any public or other statements, promises, publications, or representations made by the Operators Parties. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries thereto.

Assignability. You shall not assign or transfer any rights or obligations under these Terms without our prior written consent, including by operation of law or in connection with any change of control. We may transfer or assign these Terms, including any rights and obligations hereunder at any time and no such transfer or assignment shall require your additional consent or approval, provided that such transfer or assignment, to our best knowledge, will not reduce or alter any guarantees or rights available to you as a Consumer.

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

Interpretation. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.

28. DEFINITIONS

In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Affiliate” means a person controlling, controlled by, or under the same control as the Operators.

“KYC Services” means the KYC services related to the conducting of know-your-customer (KYC), know-your business (KYB), know-your-transaction (KYT) checks provided by PassMe to you.

“Communications” means any letters, notices, messages, demands, requests, or other communications which may be required, permitted, or contemplated hereunder.

“Communication Channels” means the Website, our Twitter account, our Instagram account, our Telegram channels, groups, or bots, our Medium blog, our Reddit profile, LinkedIn page, and Facebook account. Links to our Communication Channels are provided on the Website.

“Consumer” means a natural person using the Services for personal or household purposes as defined under the applicable legislation, i.e. for certain purposes that are wholly or mainly outside their trade, business, craft, or profession.

“Data Processing Agreement” means the Processing Agreement attached hereto as Annex 1, as may be updated from time to time.

“Credentials” means the data that can be used to log in, access, and manage your User Account, including your username, password, two-factor authentication codes, etc.

“E-Gates”, “we”, “us”, “our” means UAB “E-Gates”, a company, established under the laws of Lithuania, having registered address at Žalgirio g. 88-101, 306155430 Vilnius, Lithuania.

“E-Gates Information” means any information, statements, announcements, data, content, and other materials provided on or through the Platform, and any communications made by us or on our behalf, as well as any other information however communicated by us or on our behalf with respect to the Services.

“E-Gates Parties” means E-Gates, Affiliates, their respective shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees.

“Exchange” means a Transaction whereby a User exchanges the Digital Asset for the other Digital Asset, or for the Fiat Currency, and vice versa.

“Deposit” means a Transaction whereby a User transfers Funds to the balance of their User Account.

“Digital Assets” means cryptocurrencies and other cryptographic tokens, such as, for example, Gates ecosystem token (GET), USD Tether (USDT), USD Coin (USDC), Bitcoin (BTC), Ether (ETH), etc.

“Dispute” means any dispute, controversy, claim, suit, action, cause of action, demand, or proceeding.

“Fees” means certain fees charged by us in connection with the Services, including the fees for certain Transactions, Storage Fee, etc. The Fees may be outlined at our Fees Schedule.

“Fees Schedule” means our Fees Schedule, as may be updated from time to time and available at https://e-gates.io.

“Fees Plan” means a certain Fees Plan with respect to the KYC Services, as may be updated fromtime to time and available at https://e-gates.io/.

“Fiat Currency” means the government-issued currency that is designated as legal tender through government decree, regulation, or the law, such as, for example, Euro or U.S. dollar.

“Force Majeure Circumstances” includes, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, interventions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities; (vi) weaknesses, vulnerabilities and bugs in the software, blockchain networks, smart-contracts, other technologies used in connection with the Services, 51% attacks or similar attacks on Digital Assets’ underlying blockchain networks; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference and/or destruction by any malicious programs; (ix) power failure, equipment or software malfunction or error; (x) other circumstances beyond our control interfering the performance hereof.

“FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code.

“Funds” means the Fiat Currencies and/or Digital Assets.

“Inactive User Account” unless otherwise decided by us at our sole discretion, means a User Account through which no Transaction has been processed for a minimum of six (6) months.

“Intellectual Property” means any names of services and products, logos, trade marks and other marks, copyrighted content, trade secrets, URLs, domain names, patents, designs, drawings, pictures etc., which may be demonstrated within the Services, Materials, or otherwise provided by us or on our behalf.

“KYC/KYB Checks” mean identification, due diligence, know-your-client, know-your-business checks, and know-your-transaction, as well as other anti-money laundering and combating the financing of terrorism procedures as may be established by us from time to time.

“LCIA” means the London Court of International Arbitration.

“Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Services for their intended purposes on the terms set forth herein.

“Notice” means a written notice of your claim to any of the Operators Parties.

“Platform” means the Website, mobile applications (iOS- and/or Android-compatible), if any, and any associated software and application programming interface (API).

“Prohibited Business” means any businesses or activities, prohibited under the applicable laws or regulations, these Terms, and/or our internal policies and procedures, including, but not limited to, (i) the pornography, unlawful creation, sale, or distribution of other obscene materials, and sexually-related services such as prostitution, escorts, pay-per-view, etc; (ii) unlawful gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts, or gambling winnings, regardless of the location or type of gambling activity, excluding the payments for online gaming transactions that are expressly authorized by law in the jurisdiction of both the respective sender and recipient of the payments; (iii) fraudulent businesses, sale of counterfeit, unauthorised, or stolen items, or the sale of goods and/or services that are illegally imported or exported; (iv) private or personal banking; (v) purchasing and selling gold, including scrap gold, other precious metals or gemstones; (vi) purchasing and selling atomic power, weapons and munitions, gunpowder and other explosives, toxic, flammable, radioactive materials, and other related goods; (vii) extractive industry; (viii) purchasing and selling marijuana, drugs or other illegal substances, and any equipment designed for making or using drugs and other illegal substances; (ix) ponzi schemes, pyramid schemes, high-risk investment schemes, and (x) any other businesses or activities that we determine in our sole discretion to be unfair, deceptive, or those that poses elevated financial risk, legal liability, or violates the law or any regulations.

“Prohibited Jurisdiction” means any of the following jurisdictions and territories: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Republic of Cuba, the Crimea Region of Ukraine and Sevastopol, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Myanmar, Afghanistan, Barbados, Burkina Faso, Cambodia, Cayman Islands, Haiti, Jamaica, Jordan, Mali, Morocco, Nicaragua, Pakistan, Panama, the Philippines, Senegal, South Sudan, Trinidad and Tobago, Uganda, Vanuatu, Yemen, Zimbabwe, Albania, Gibraltar, and any jurisdiction or territory in which the use of the Services is prohibited by applicable laws or regulations, or which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority.

“Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government, or international authority, including the EU, OFAC, United Nations Security Council, but not limited to the above.

“Services” means the Platform, related software, components, KYC Services and any other services offered or provided by the Operators through or in relation to the Platform. It is expressly acknowledged that the Services do not include any Third-Party Content and Third-Party Services

“Storage Fee” means the Fee charged by us to cover the cost of maintaining the Funds in cases outlined in these Terms.

“Storage Mechanisms” means any accounts with banks or financial institutions, Wallets, vaults, or other storage mechanisms you use to receive, hold, manage, or dispose of the Funds.

“Taxes” means any income, earnings, capital gains, sales, use, value-added, or similar tax, arising from your transactions carried out on or in relation to the Services.

“Terms” means these Terms of Service, together with all agreements and documents incorporated herein by reference, as may be amended from time to time.

“Third-Party Content” means any content, information, materials, and items provided by third parties or produced from third-party sources, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from Third-Party Services or other third-party sources, including blockchain transactions and data pertaining to any Digital Assets, not limited to the above.

“Third-Party Costs” means any costs, fees, or expenses that are charged by third parties or third-party technologies, including, for example, blockchain gas costs, commissions and fees related to or charged by Third-Party Services.

“Third-Party Services” means any software, services, items, and solutions that are not provided by the Operators, such as, for example, merchants, Digital Assets, Wallets, software or hardware wallets, analytic tools, blockchain smart-contracts, payment gateways, payment systems, payment service providers, bank services, bank cards, etc.

“Transaction” means a certain transaction with the Funds carried out through or in relation to the Services, such as Deposit, Exchange, Withdrawal, purchase or sale of the Digital Assets, purchase of the PassMe Services, etc.

“User” means a person that has registered for a User Account.

“User Account” means an account with the Platform registered by a User.

“Wallet” means a pair of public and private cryptographic keys that can be used to track ownership of, receive or spend Digital Assets on a blockchain network. A Wallet usually has a public address associated with it.

“Website” means the E-Gates website available at https://E-Gates.io, including any of its subdomains.

“Withdrawal” means a Transaction whereby a User transfers certain Funds from their User Account outside the Platform, for example to a Storage Mechanism.

“you”, “your” means the person who accepts these Terms, as described in the preamble of these Terms; if you are acting on behalf of an entity, “your”, “you” shall refer to both you as an individual using the Services, and the entity on whose behalf you are acting.

1. DEFINITIONS

The following terms used in this Agreement will have the meanings given to them below:

“Applicable Data Protection Legislation” means the applicable data protection legislation as may be updated from time to time, including the GDPR.

“Controller” means the natural or legal person, which, alone or jointly with others, determines the purposes and means of the processing of personal data.

“data subjects” has the meaning assigned to it in the GDPR.

“Documented Instructions” has the meaning given to it in section 3 below.

“GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“KYC Data” means the personal data of data subjects that is uploaded in the course of the provision of the PassMe Services, which includes tags of approval, rejection or resubmission, as well as log files.

“personal data” has the meaning assigned to it in the GDPR

“Processor” means a natural or legal person, which processes personal data on behalf of the Controller.

“Security Incident” means a breach of our security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the KYC Data.

“Termination Date” has the meaning given to it in section 11 below.

2. DATA PROCESSING

1. Scope. This Agreement applies when and if you use the PassMe Services.
2. Roles. When you use the KYC Services, PassMe acts as a Processor and you act as a Controller. You, as a Controller, determine the purposes and scope of processing and instruct us how to process the KYC Data. Specifically, you will provide or make available to us the specific purposes, duration and nature of such collection being described in this Agreement. You retain control of the KYC Data and remain responsible for compliance with your obligations under the Applicable Data Protection Legislation and for the Documented Instructions you give to us, while we will process the KYC Data as described in this Agreement or in the respective Documented Instructions.
3. Our Responsibilities. We process the KYC Data only to the extent and in such a manner as is necessary for the provision of the KYC Services and in accordance with the Applicable Data Protection Legislation and this Agreement.
4. Your Responsibilities.
1. You represent and warrant that you have taken all the required measures to ensure that we and our subprocessors may lawfully process the KYC Data in accordance with this Agreement and the Applicable Data Protection Legislation.
2. You shall ensure that any and all required privacy notices have been given to the applicable data subjects.
3. You shall provide the applicable data subjects with the notices or disclaimers that may be required by us from time to time.
4. Upon redirection by us of requests made by data subjects or the authorities empowered under the Applicable Data Protection Legislation, you will respond to the requests concerning the KYC Data or provide us with the relevant instruction on responding to such requests.
5. You shall immediately notify us of any inquiries by any governmental or regulatory body or law enforcement authority about us, the KYC Services or our processing of the KYC Data.
5. Details of Data Processing.
1. Subject matter. The subject matter of the data processing under this Agreement is the KYC Data.
2. Duration. Subject to the applicable law or a valid and binding order of a governmental body, the duration of the data processing is determined by you. If the Terms or your Account are terminated or if you request us to delete the KYC Data, we will keep it during thirty (30) days following the respective date.
3. Purpose. The purpose of the data processing under this Agreement is the provision ofthe KYC Services.
4. Nature of the processing. Collection, verification, validation, storage, structuring,adaptation, and such other activities as available within the KYC Services and/or initiatedby you.
5. Type of data. The KYC Data, which may include, for example, full name, ID, address.
6. Categories of data subjects. The data subjects are any natural persons who are usingthe KYC Services upon your instructions or request.
7. Frequency of transfer. On a continuous basis, in accordance with your use of the PassMe Services.
6. Compliance with Laws. We and you will comply with all applicable and binding laws, rules, and regulations, in relation to the performance of this Agreement, including the Applicable Data Protection Legislation. We will reasonably assist you with your obligations under the Applicable Data Protection Legislation, including your obligations to respond to requests from data subjects.

3. INSTRUCTIONS

Subject to the applicable law, including the Applicable Data Protection Legislation, and the Terms, we will act and process the KYC Data upon your documented instructions regarding the KYC Data (the “Documented Instructions”), which may be provided by you to us via the use of the Services. Additional instructions outside the scope of the Documented Instructions, if any, require prior written agreement between you and us, including agreement on any additional fees payable by you to us for carrying out such instructions. If, in our opinion, your Documented Instructions infringe the Applicable Data Protection Legislation, we will immediately inform you of the same, in which case, you are entitled to withdraw or modify the respective Documented Instructions.

4. CONFIDENTIALITY

1. Permitted Use and Disclosure. We will not use or disclose to any third party, any KYC Data,except (i) as outlined in this Agreement or Terms, (ii) as necessary to maintain or provide theKYC Services, or (iii) as necessary to comply with the applicable law or a valid and bindingorder of a governmental body (such as a subpoena or court order)
2. Required Disclosure. If a governmental body sends us a demand for the KYC Data, we will attempt to redirect the governmental body to request that data directly from you. As part of this effort, we may provide your basic contact information to the governmental body. If compelled to disclose the KYC Data to a governmental body, then we will give you reasonable notice of the demand to allow you to seek a protective order or another appropriate remedy unless we are legally prohibited from doing so.
3. Personnel. We restrict our personnel from processing the KYC Data without our authorisation. We impose appropriate contractual obligations upon our personnel, including relevant obligations regarding confidentiality, data protection, and data security.

5. SECURITY

1. Security Measures. We have implemented and will maintain reasonably necessary technical and organisational measures to protect the confidentiality, integrity and availability of the KYC Data. This includes (i) information security measures, (ii) physical security measures, (iii) measures to control access rights for our personnel and contractors, and (iv) processes for regularly testing, assessing and evaluating the effectiveness of the technical and organisational measures implemented by us. Security measures may be updated by us from time to time. Particular security measures that apply with respect to the KYC Data processing will be provided to you upon request.
2. Personnel Requirements. We take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with applicable law on all of our personnel who have access to the KYC Data. We also ensure that our personnel:
1. are informed of the confidential nature of the KYC Data and are bound by confidentiality obligations and use restrictions in respect of the KYC Data;
2. have undertaken training on the Applicable Data Protection Legislation relating tohandling the KYC Data and how it applies to their particular duties; and
3. are aware of both of our duties and their personal duties and obligations under the Applicable Data Protection Legislation and this Agreement.
3. Confirmation. By using the KYC Services, you hereby certify that after your assessment of the Applicable Data Protection Legislation, the technical and organisational measures implemented by us adequately protect the KYC Data contemplated herein against accidental or unlawfu ldestruction, loss, alteration, unauthorised or unlawful disclosure or access, in particular when the processing involves data transmission over a network, and against other forms of unlawful or unauthorised processing.

6. SUB-PROCESSING

1. General. You hereby provide us with general authorisation to use sub-processors to provide processing activities on the KYC Data on your behalf in accordance with this Section. Currently our only subprocessor is Passme, which has its own sub-processors that are listed on its website available at https://passme.cc. If we engage any other subprocessor, we will update the information on the mentioned website.
2. Objection. If you object to the engagement of a specific subprocessor and provide legitimate reasons for the objection, we may (i) cease using the respective subprocessor with regard to the KYC Data (if this will not jeopardise the provision or quality of the KYC Services), (ii) taking into account the costs and state of art, consider providing another subprocessor, or (iii) you can terminate the Terms as outlined therein and/or cease using the respective KYC Services which involve engagement of the respective subprocessor.
3. Subprocessors. Where we engage a subprocessor: (i) we will restrict the subprocessor’s access to the KYC Data only to what is necessary to provide or maintain the respective activities and we will prohibit the subprocessor from accessing the KYC Data for any other purpose; (ii) we will enter into a written agreement with the subprocessor and, to the extent that the subprocessor performs the same data processing services provided by us under this Agreement, we will impose on the subprocessor substantially the same contractual obligations that we have under this Agreement; and (iii) we will remain responsible for subprocessor’s compliance with the obligations of this Agreement and for any acts or omissions of the subprocessor that cause us to breach any of our obligations under this Agreement.

7. REQUESTS

1. General. Taking into account the nature of the processing, we will assist you in fulfilling your obligations to respond to data subjects’ requests under the Applicable Data Protection Legislation. If a data subject makes a request to us, we will promptly forward such request to you once we have identified that the request is from a data subject for whom you are responsible. You hereby authorise us to respond on your behalf to any data subject who makes a request to us, to confirm that we have forwarded the request to you.
2. Notification. Unless otherwise prohibited by law or a legally binding order of a governmental or regulatory body or law enforcement authority, both we and you shall notify each other of any request for the disclosure of the KYC Data by such a body or authority.

8. SECURITY INCIDENT

1. General. We will notify you of a Security Incident without undue delay after becoming aware of it and we will take appropriate measures to address the Security Incident, including measures to mitigate any adverse effects resulting from the Security Incident.
2. Assistance. To enable you to notify a Security Incident to the appropriate government authorities or data subjects (as applicable) and mitigate it, we will cooperate with and assist you by including in the notification under clause 8.1 above such information about the Security Incident as we are able to disclose to you, taking into account the nature of the processing, the information available to us, and any restrictions on disclosing the information, such as confidentiality.
3. Your Responsibilities. You are solely responsible for determining whether to provide notice of the Security Incident to any data subjects, supervisory authorities, regulators, law enforcement agencies or others, as required by law or regulation or at your discretion, including the contents and delivery method of the notice, and whether to offer any type of remedy to the affected data subjects, including the nature and extent of such remedy.
4. No Fault or Liability. Our obligation to report or respond to a Security Incident under this section 8 is not and will not be construed as an acknowledgement by us of any our fault or liability with respect to the Security Incident.
5. Notification Means. Notification(s) of Security Incidents, if any, will be delivered to you by any means we select, including via email. It is your sole responsibility to ensure that you maintain accurate contact information with us and secure transmission at all times.
6. Unsuccessful Security Incident. You agree that an unsuccessful Security Incident will not be subject to this section 8. An unsuccessful Security Incident is one that results in no unauthorised access to the KYC Data or to any of our equipment or facilities storing the KYC Data, and could include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorised access to traffic data that does not result in access beyond headers) or similar incidents.
7. Expenses. Unless the respective Security Incident arose due to our fault, we reserve the right to require you to cover all reasonable expenses incurred by us in the course of our performance of this section 8.

9. AUDITS, ASSESSMENTS, AND CONSULTATIONS

1. Audits. At your written request, and provided that we have an applicable non-disclosure agreement in place, we will contribute to audits conducted by you or a nominated third party so that you can reasonably verify our compliance with our obligations under this Agreement.
2. Instructions. If you choose to conduct any audit, including any inspection, you have the right to request or mandate an audit on your own behalf. If you wish to change your instruction regarding the audit, then you have the right to request a change to the respective instructions by sending us a written notice as provided for in the Terms. If we decline to follow any instruction requested by you regarding audits, including inspections, you are entitled to terminate the Terms as outlined therein.
3. Assessment and Consultation. Taking into account the nature of the processing and the information available to us, we will assist you in complying with your obligations in respect of data protection impact assessments and prior consultation, by providing the reasonably necessary information.

10. TRANSFERS OF PERSONAL DATA

1. General. Taking into account the nature of the processing and the information available to us, we will assist you in complying with your obligations in respect of transfer impact assessment, by providing the reasonably necessary information.
2. Transfer. As a general rule, we process personal data within the European Economic Area. However, we may transfer certain KYC Data to jurisdictions that do not provide the same level of privacy and data protection as the European Economic Area, United Kingdom, or Switzerland. If we transfer the KYC Data to such jurisdictions, we will either:
1. ensure that the data recipients or third countries ensure an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of the KYC Data, as determined by the European Commission based on Article 45 of the GDPR; or
2. conduct the transfer based on the applicable additional safeguard, such as Standard Contractual Clauses adopted by the European Commission or Binding Corporate Rules.

11. TERMINATION AND SUSPENSION

1. Term. This Agreement will continue in force until the termination of the Terms (the “Termination Date”).
2. Handover. At any time up to the Termination Date, subject to the requirements of the applicable legislation and the terms and conditions of the Terms, we will cease processing and return and/or delete the KYC Data when you (i) request such termination, return and/or deletion or (ii) do this using the Services functionality, if available.
3. Suspension and Termination. If a change in the Applicable Data Protection Legislation prevents either you or us from fulfilling all or part of this Agreement, we and/or you will suspend the processing of the KYC Data until that processing complies with the new requirements. If we and/or you are unable to bring the KYC Data processing into compliance with the Applicable Data Protection Legislation within one (1) month, either we or you may terminate the Terms on written notice. You agree that termination of the Terms is your sole remedy in such a situation.

12. ENTIRE AGREEMENT; CONFLICT

1. Contact Details. Notices to us under this Agreement shall be in writing and delivered to privacy@E-Gates.io.
2. Conflict. Except as supplemented by this Agreement, the Terms will remain in full force and effect. Unless otherwise expressly prescribed herein, if there is a conflict between the Terms and this Agreement, the terms of this Agreement will control with respect to the terms of processing the KYC Data.
3. No Amendment. Nothing in this Agreement amends or affects the “Personal Data” and “Data Processing” Sections of the Terms as may be updated from time to time.