SYNCHROBIT Terms of Use

BY USING THIS WEBSITE (“SITE”) OR REGISTERING A WALLET WITH SYNCHROBIT PLATFORM (“WALLET”) OR USING ANY OTHER SYNCHROBIT SERVICES MADE AVAILABLE TO YOU THROUGH SYNCHROBIT PLATFORM(COLLECTIVELY, THE “SERVICES”), YOU (“USER”, “YOU”) ARE AGREEING TO ACCEPT AND COMPLYWITH THE TERMS OF USESTATED BELOW (“TERMS OF USE”). YOU SHOULD READ THE ENTIRE TERMS OF USECAREFULLY BEFORE USING THIS SITE OR ANY OF THE SYNCHROBITSERVICES.

.GENERAL CONDITIONS

As used in these Terms of Use(Terms), “SYNCHROBIT (SYNCHROBIT)” refers to the digital assets trading platform (this Site and its mobile and web applications) owned by SYNCHRONIUM OÜ, a company duly organizedand validly existing under the laws of Estonia and affiliates thereof. “SYNCHROBIT” may also refer to services, products, website, content or othermaterials provided to you by SYNCHROBIT. To the extent related to card acquiring and payment processing services (being the part of the Services)we may engage third party service providers. SYNCHROBITgives you access to the platform that, among other things,matches your orders with openorders from other users, where the platform means a set of front- and back-end systems andtechnological solution available for Users through the Site that are used for onboarding of Users andtrading in Digital Assets and Fiat Assets (“Platform”). An order may be partially filled ormay be filled bymultiple matching orders. Depending on your country of residence or citizenship, you may not be able to use all the functions ofthe Site. It is your responsibility to follow rules and laws in your country of residence and/or countryfrom which you access this Site and Services. As long as you agree to and comply with these Terms ofUse,SYNCHROBITgrants your personal, non-exclusive, non-transferable, non-sublicensable and limited rightto enter and use the Site and the respective Services.

. SUMMARY OF TERMS OF USE

This summary of our Terms of Usesets out an overview of the key terms that apply to your use of ourSite and Services. While we hope this summary, sectionis helpful, you should read the complete Terms of Usebelow since they provide important information about how our Services work. SYNCHROBITprovides you with a simple and convenient way to trade legal tender (such as euro or U.S.Dollar, Euro, and GBP “Fiat Assets”) for digital assets (sometimes also referred to as “crypto” assets) such as Bitcoin orEthereum as well as other classes of crypto assets such as Alternative Tokens (as described in section 5below (together, “Digital Assets”) and vice versa, and to trade one type of Digital Asset for another typeof Digital Asset. You may also use our Services to purchase and sell Digital Assets directly from or to us.Our Services do not provide users with the ability to trade one form of Fiat Assets for another form of Fiat Assets. Additionally, the Services available to you will depend upon thecountry from which youaccess SYNCHROBITor in which you reside or whose citizenship you hold. You must meet certain othereligibility criteria to use SYNCHROBIT.


IF YOU DO NOT ACCEPT THE TERMS OF USEOUTLINED IN THIS AGREEMENT, DO NOT ACCESS THIS SITEAND DO NOT USE OUR SERVICES.


By registering a Wallet, the User expressly represents and warrants that he/she:

  • Follows the rules and laws in his/her country of residence and/or country from which he /sheaccesses this Site and the Services;
  • Has accepted these Terms of Use;
  • Is at least 18 (eighteen) years old and has the right to accept these Terms of Useand receive the Services.

The User represents and warrants that he/she will only use the Platform inaccordance with terms andconditions set out in these Terms of Useand that they are duly authorized and have capacity to use theServices on the Platform.The User represents and warrants that any Fiat Assets or Digital Assets deposited by them to the Walletbelong to the User and are of legitimate origin.The User represents and warrants than he/she will withdraw any Fiat Assets or Digital Assets fromhis/her Wallet only to his/her wallets, otherwiseSYNCHROBITdoes not hold any liability for theconsequences of suchwithdrawal.

The User represents and warrants that the Services rendered to him/her do notviolate the rights of anythird party or applicable laws.The User understands that his/her personal data and identifiers may be sharedwith appropriatelyauthorized third parties, due to legal obligations such asprevention of crimes and for tax purposesand/or to provide the Services requested by the User.

1.USER ONBOARDING

  1. You will not be able to use some of SYNCHROBITServices, including without limitation, to buyDigital Assets using the funding source and/or to exchange your Digital Assets to the fiatcurrency, until you have passed respective identityand security validation and verificationchecks, and provided information anddocuments requested in accordance with the applicableanti-money laundering (AML) regulations. We or a third-party provider may check all personal andidentity verification information you provide with credit reference or fraudprevention agenciesand other organizations. These agencies may keep a record of your information and thesearches made. However, we do not perform a credit check and any search is for identitypurposes only and will be recorded as such. We shall keep records of the information anddocuments We obtain to verify your identity in accordance with all applicable legal andregulatory requirements.SYNCHROBIT always reserves the sole right to ban You from using its Services and Platform in case of suspicious activities violating EU regulations and laws.
  2. For the purposes of anti-money laundering prevention and combating terrorist activities,SYNCHROBITreserves the right to request any additionalinformation and documents from youabout you and/or your Transaction, and suspend your access to your Wallet anytime in case thedocuments orinformation provided by you are unsatisfactory or insufficient, as SYNCHROBITdecidein its sole discretion.
  3. SYNCHROBITmay from time to time be required by law and any applicable regulation (including withoutlimitation local, national and international acts and regulations) and/or such policies and procedures asWe may from time to time adopt to implement or comply with our obligations under the same toconfirm and verify the identity of each person who registers on the Platform.
  4. We have four Tiers of verification:
    • As an unverified user, you can temporary have access to the platform to check its capabilities, depots the cryptocurrency funds and do trade. For a period of three months you can use this account (this period may be shorter due to the EU regulations) and the withdrawal limit is 5 BTC. If You don’t pass KYC, your account will be closed without any notice!
    • Verified Account: by passing KYC, you will have access to all feature, excluding the fiat deposit and withdrawals. Your withdrawal limits will increase (only by cryptocurrency) and you can receive full support from the support desk
    • Fiat Authorized Account; in case of using the fiat wallets for direct deposit and withdrawals, You have to pass the special AML procedures by our Legal Team and the Third Party Supervisors to be authorized to have access to fiat deposit and withdrawal options. SYNCHROBIT reserves the sole right to terminate this option in case of any suspicious activity violating AML and EU laws and regulations.
    • We may deem necessary or desirable from time to time in connection with requirements or recommendations of any applicable regulation to request additional orupdated documents. We may also occasionally request updated documentation and/orinformation.
    • SYNCHROBITdoes not accept any investors and or users (including residents and citizens, or through agency orrepresentation) in the following jurisdictions: Afghanistan, Bosnia And Herzegovina, Congo, DemocraticPeople's Republic of Korea (DPRK), Ethiopia, Libya,Myanmar, Syria, Sri Lanka, Trinidad andTobago, Uganda, United States of America (USA), Yemen (the“Restricted Countries”). If User is not a resident or citizenof a Restricted Country but is travelling to anyof these countries, User should acknowledge that(i) he shall not useSYNCHROBITServices while in any of the restricted countries, and (ii)SYNCHROBITServices may be unavailable and/or blocked in suchcountries.
    • SYNCHROBITcurrently may restrict trading activity for investors (including residents and citizens, orthrough agency or representation) in the following jurisdictions: Afghanistan, Bosnia And Herzegovina, Congo, Democratic People's Republic of Korea (DPRK), Ethiopia, Libya, Myanmar, Syria, Sri Lanka, Trinidad and Tobago, Uganda, United States of America (USA), Yemen (the “Restricted Countries”).
    • SYNCHROBITmay at any time and in its sole discretion limit access to any Services. Certain Usersfrom EU/EEA will have access to Alternative Tokens only subject to compliance with reversesolicitation regime pursuant to applicable EU and local regulations. The Site and/or any otheronline materials provided or published by or through SYNCHROBITand/or the Site do notconstitute, and may not be used for the purposes of, an offer or solicitation to anyone in anyjurisdiction in which such offer or solicitation is not authorized, or to any person to whom it isunlawful to make such an offer or solicitation.

2.MAINTAINING YOUR WALLET

  1. This Site is for your personal and non-commercial use only. We are vigilant in maintaining thesecurity of our Site and the Services. By registering with us, you agree to provide SYNCHROBITwithcurrent, accurate and completeinformation about yourself, as prompted by the registration orverification processes, and to keep such information updated. You further agree that you willnot use your Wallet other than for your own legitimate purpose or access theWallet of anyother User at any time or assist others in obtaining unauthorized access.
  2. The creation or use of Wallets without obtaining prior express permission from SYNCHROBITwillresult in the immediate suspension of all aforesaid Wallets, as well as all pending purchase/saleoffers. Any attempt to do so or to assist others (Users or otherwise), or the distribution ofinstructions, software or tools for that purpose, will result in the Wallets of such Users beingterminated. Termination is not the exclusive remedy for such a violation, andSYNCHROBITmayelect to take further action against you.
  3. You are also responsible for maintaining the confidentiality of your Wallet information, includingyour password, identification keys, safeguarding your own Digital Assets, and all activityincluding transactions that are posted to your Wallet. Any actions on the Site, transactions,orders and operations initiated from your Wallet or using your password (1) will be consideredto have been made by you, and (2) is irrevocable once validated using your password or madethrough your Wallet. If there is suspicious activity related to your Wallet, wemay, but are notobligated to, request additional information from you, includingauthenticating documents, andto freeze any transactions pending our review. You are obligated to comply with these securityrequests or accept termination of your Wallet. You are required to notify SYNCHROBITimmediatelyof any unauthorized use of your Wallet or password, or any other breach of security, by email tosupport@synchrobit.io. Access to the Platform may be suspended orrestricted for a User whoviolates these rules, and thereafter such User may be held liable for losses incurred by SYNCHROBIT or any user of the Site.
  4. You agree that you will not use the Services to engage in criminal activity of any kind, includingbut not limited to, money laundering, illegal gambling operations, terrorist financing, malicioushacking or any other criminal or illegal activity.

3. DEPOSIT AND WITHDRAWAL OF USER’S DIGITAL ASSETS

  1. Digital Assets depositing is made to a SYNCHROBITwallet, which is uniquefor every User. A Usercan obtain the address for depositing Digital Assets in the “Wallet” section. After the respectiveDigital Assets are sent by the User to this address, the Wallet is automatically credited uponcompletion of the required number of confirmations on the blockchain depending on the typeof the Digital Asset. Due to our wallet technology, we don’t keep any Private Key and the safety of the wallets and their assets are by the user (You).
  2. By making a deposit to the Wallet, the User confirms that he/she bears risksfor any possibleloss.
  3. The User can request withdrawal of Digital Asset funds in the Wallet by filling in the details forwithdrawal of Digital Assets and submitting a respectiverequest via e-mail and 2FA verification. The User will receive the respective amount less transfer fees. The withdrawal of Digital Assetsis processed automatically following User’s submission ofrespective instruction. Possible delaysin transfer of funds do not depend on the Platform. In rare cases, manualwithdrawal mode ispossible.
  4. In case of complaints from payment systems (hacking or theft), the Platform has the right tosuspend the Wallet and request documents for investigation or verification purposes. The Useris fully responsible for possible indication of an incorrect address for withdrawal and, as aconsequence, possible financial losses.

4. DEPOSIT AND WITHDRAWAL OF USER’S FIAT ASSETS

  1. To trade fiat / crypto you may want to transfer funds to your SYNCHROBITWallet using one of theapproved third-party vendors (Payment Service Provider, “PSP”). You may be required to gothrough a verification process in relation to such funds transfer. You may be charged fees by thePSP and other third parties that you use to credit your SYNCHROBITWallet. SYNCHROBITis notresponsible for any fees or for the management and security on the part of PSP or any thirdparty involved in funds transfer. You agree to comply with all terms and conditions imposed byPSP or another third party executing the transfer. The timing to complete funds transfer transaction will depend in part upon theperformance of third parties and SYNCHROBITmakes noguarantee regardingthe amount of time it may take to credit funds to your SYNCHROBITWallet.
  2. Be advised that Fiat Assets held in your SYNCHROBITWallet are exclusively for purchase of DigitalAssets or withdrawals. Proceeds from the sale of Digital Assets will be credited to your SYNCHROBIT Wallet, less any transactional or other fees. Furthermore, be advised that SYNCHROBITdoes notpay interest on Fiat Assets balances held in your Wallet.
  3. In order to deposit or withdraw Fiat Assets you have to be verified for at least Verified Account. Fiat Assets deposits or withdrawal are not available for Userswith Unverified and Verified Accounts verification.
  4. When you request that we credit Fiat Assets to your SYNCHROBITWallet or request that wewithdraw Fiat Assets to your external account from yourSYNCHROBITWallet, you authorizeSYNCHROBITto execute suchtransaction. In some cases, a payment institution may reject yourtransfer or itmay otherwise be unavailable. You agree that you will not hold SYNCHROBIT liable forloss or damages resulting from such rejection or transfer failure.

5. ALTERNATIVE TOKENS

  1. Alternative Token” is an entry in blockchain ledger representing an asset or a combination ofassets or linked to values of assets or certain right as describedin more detail on suchAlternative Token’s web-page on the Platform;
  2. Alternative Tokens can be acquired or traded on the Platform through a third-party agent(“Agent”). The Agent is an independent third-party service provider that is not affiliated withSYNCHROBIT. If you are an eligible Verified Account User, you can accede to the Agent’s terms and conditionson the Platform while obtaining access to Alternative Tokens. In order to start tradingAlternative Tokens via the Platform you will have to complete a registration process. You willreceive full access to the functionality, in particular will be able to invest and trade AlternativeTokens and perform any operations with Alternative Tokens if you are successfully verified asprofessional investor or accredited investor or qualified investor or if you otherwise fall within asimilar category under applicable laws (the definition and eligibility criteria may vary in different countries).
  3. The Agent will be collecting your identification data and verifying your eligibility to accessAlternative Token section of the Platform. Upon successful verification of a User, the Agent mayprovide to such User access to the Platformand its functions as well as support other operationswith the Alternative Tokens, as applicable.
  4. The detailed terms of the Agent’s facilitating investment and trading inAlternative Tokens areset out in the Agent’s terms and conditions.
  5. SYNCHROBITshall not be liable for any acts or omissions on the part of theAgent.
  6. In making a decision to invest into specific Alternative Tokens, whether bypurchase of suchAsset Tokens from the token issuers or from other Users, and generally in making decisions as toyour investment strategy and suitable Alternative Token, you have considered your entirefinancial situation including other financial commitments, and you understand that investmentsinto Alternative Tokens may be highly speculative and that you could sustainsignificant lossesup to the whole invested amounts. Please note that We areunable to provide any guarantee orassurance as to the performance of any particular investment, Alternative Tokens, portfolio orstrategy.
  7. You are responsible for any regulatory reporting requirements in relation toyour transactionswith Alternative Tokens via the Agent and/or SYNCHROBIT.
  8. Certain Alternative Tokens that you are purchasing may be transferred only to other eligibleUsers on the Platform.

6. ORDERS

  1. . Your Wallet allows you to place an instruction to buy or sell a specified quantity of Digital Assetsor Fiat Assets at a specified price (“Order”). You must have a sufficient balance of Digital Assetor Fiat Asset in yourWallet to cover the total value of the Order. Orders and trading are subjectto limits, which are displayed in your Wallet. The Platform matches buy and sell orders for therespective Digital Assets or Fiat Assets. The Platform connects verified Users so that they cantrade Digital Assets or Fiat Assets via the Agent. The Platform makes it possible for Users incertain different geographic locations to quickly and easily trade with each other. The Platformuses its own computer-based systems that display the best available bid and askquotes frommultiple Users, and then automatically matches and executes orders.
  2. You warrant and represent that You will use reasonable endeavors to ensure that any Orderplaced by Youwith us is consistent with laws and regulations applicable to you and withaccepted market practice.
  3. . We may, in our sole discretion and at our sole option, decline the execution of any Orders and/or cancel a transaction, for a variety of reasons, including, but not limited to, the size of an order, market conditions, a violation of any applicable laws and regulations related to your orders, insufficient funds in your Wallet, risks considerations, etc.
  4. YouareresponsibleformonitoringofallyourOrdersplacedwiththePlatformyourself.Unless agreed otherwise, all sums payable by You are due immediately and must be paid on entering the transaction.
  5. When entering into an Order for Digital Assets and/or Fiat Assets, You irrevocably and unconditionally agree to accept the Platform bid/ask prices based on which the respective transactions shall be executed. Such bid/ask prices shall not necessarily reflect the prices for the respective Digital Assets and/or Fiat Assets as quoted on other exchanges and/or trading venues. We disclaim any liability with respect to any such discrepancies.
  6. You acknowledge that it may be not possible to cancel or modify an Order. We are not liable to you if we are unable to cancel or modify an Order. You agree that, if an Order cannot be cancelled or modified by your request, you are bound by an execution of an Order. You are responsible for monitoring the status of your pending Orders and requests.

7. FEES, CHARGES AND OTHER COSTS

The fees and charges payable for our Services are displayed on the Website and are charged pursuant to SYNCHROBITprocedures.

8. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

  1. Unless otherwise indicated by us, all copyright and other intellectual property rights in allcontent and other materials contained on the Site or provided in connection with the Services,including, without limitation, SYNCHROBITlogo and all designs, text, graphics, pictures, information,data, sound files, other files and the selection and arrangement thereof (collectively, “SYNCHROBITMaterials”) and computersource codes, programs, data files and other software (including allmachine readable code, printed listings of code) (collectively, “Software”) are the proprietaryproperty of SYNCHROBITor our licensors or suppliers and are protected by international copyrightlaws and other intellectual property rights laws.
  2. We hereby grant you a limited, nonexclusive and non-sublicensable license to access and usethe SYNCHROBITMaterials for your personal or internal business use. Such license is subject tothese Terms of Useand does not permit (a) any resale of the SYNCHROBITMaterials; (b) thedistribution, public performance or public display of any SYNCHROBITMaterials; (c) modifying orotherwise making any derivative uses of the SYNCHROBITMaterials, or any portion thereof; or (d)any use of the SYNCHROBITMaterials other than for their intended purposes. The license grantedunder this Section will automatically terminate if we suspend or terminate your access to theServices.

9. AVAILABILITY OF SERVICES

  1. The Services allow verified and eligible Users to trade Digital Assets and Fiat Assets with otherverified and eligible Users.
  2. Depending on the User’s place of residence, the User may not have access to certain Services orproducts of SYNCHROBIT. It is the User’s responsibility to follow the rules and laws applicable tohim/her in his/her place of residence and/or place from which the User accesses SYNCHROBIT.
  3. We do not represent that SYNCHROBITwebsite will be available 100% of the time to meet yourneeds. We will strive to provide you with the Service as soon as possible, but there is noguarantee that access will not be interrupted, or that there will be no delays, failures, errors,omissions or a loss of transmittedinformation.
  4. We will use reasonable endeavors to ensure that the Site can be accessed by you in accordancewith these Terms and Conditions of Use. However, we may suspend use of the Site for maintenance and willmake reasonable efforts to give you notice of this. You acknowledge that this may not bepossible in an emergency, and accept the risks associated with the fact that you may not alwaysbe able to use the Site or carry out urgent transactions using your Wallet.

10. Account Usage Requirements

To protect users and ensure equal trading conditions,SYNCHROBIT reserves the right to suspend orpermanently ban accounts with the following signs of suspicious trading activity:

  • Spam of the order book – sending and cancelling of small orders without trading intention;
  • Order book manipulation – low ratio of filled to placed orders;
  • Overload of exchange infrastructure – continuous high frequency placing of orders which prevent other users from trading.
  • Using funds from suspicious resources –including hacked wallets, reported wallets, scams, and any kind of resources that are considered illegal.
  • Placing suspicious orders with the aim of market manipulation and unreal price trend
  • By accessing SYNCHROBITService, you agree that SYNCHROBITshall have the right to unilaterallydetermine whether you have violated any of the above covenants and take actions to applyrelevant rules without receiving your consent or giving prior notice to you. You hereby agree toindemnify, protect, defend and hold SYNCHROBITfree and harmless from all costs, liabilities andexpenses, arising directly or indirectly as a result of your alleged violation.

11. THIRD-PARTY CONTENT

In using our Services, you may view content provided by third parties, including links to web pages ofsuch parties (“Third-Party Content”). We do not control, endorse or adopt any Third- Party Content andshall have no responsibility for Third-Party Content, including without limitation material that may bemisleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, yourbusiness dealings or correspondence with such third parties are solely between you and the thirdparties. We are not responsible or liable for any loss or damage of any sort incurred as the result of anysuch dealings, and you understand that your use of Third-Party Content, and your interactions with thirdparties, is at your own risk.

12. RISK DISCLOSURE

For the avoidance of doubt, SYNCHROBITdoes not provide any legal, tax, estate planning or investmentadvice in connection with SYNCHROBITServices. We may provide information on the price, range, volatilityof Digital Assets and (if applicable) events that have affected the price of them, but this is not aninvestment advice and should not be construed as such. Any activity related to Digital Assets carries with it a significant risk. Prior to using the Services, the Usershould carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant,and/or tax or investment management professionals prior to entering into this Agreement or requestinga transaction to be performed. You acknowledge and agree that you shall access and use the Services atyour own risk. As a User of SYNCHROBITServices, you acknowledge and/or agree to the following:
  1. You are investing at your own risk and discretion.
  2. Neither SYNCHROBIT, nor its employees, owners, founders, affiliates, officers, board members,contractors, investors or advisors, are investment or trading advisors.
  3. Absolutely none of the information provided is a recommendation to buy or sell any investment or asset or a guarantee of results.
  4. You are not entitled to a refund at any time or for any reason.
  5. SYNCHROBITis not liable for any errors or omissions or oversights.
  6. Hypothetical statements may have inherent limitations.
  7. All statements made in your Wallet, SYNCHROBITdiscussion boards, newsletters or online apps orother information provided by SYNCHROBITdo not constitute investment advice.
  8. The Digital Assets market is a dynamic area and the respective prices are often highlyunpredictable and volatile. You should not deal in these or similar products unless youunderstand their nature and the extent of your exposure to risk. You should also be satisfiedthat the product is suitable for you in light of your circumstances and financial position. Inaddition, use of the Platform and of our Services can never be considered a safe investment butonly an investment with a high risk of loss inherently associated with it. It is possible that thevalue of Digital Assets will drop significantly in the future. The market for Digital Assets is stillnew and uncertain. No-one should have funds invested in Digital Assets or speculate in DigitalAssets that she is not prepared to lose entirely. Whether the market for one or more DigitalAssets will move up ordown, or whether a particular Digital Asset will lose all or substantially allof its value, is unknown.Participants should be cautious about holding Digital Assets.
  9. There are risks associated with utilizing an internet-based platform including, but not limited to,the failure of hardware, Services software, and internet connections. You acknowledge thatSYNCHROBITshallnot be responsible for any communication failures, disruptions, errors,¬distortions or delays you may experience when using the services.
  10. Hackers or other groups or organizations may attempt to steal your Digital Assets or therevenue from your transactions.
  11. The Software rests on open-source software, and there is a risk that some weaknesses or bugsmay be introduced into infrastructural elements of the Platform causing the loss of the DigitalAssets stored in one or more Wallets.
  12. The blockchain used for the Services software is susceptible to mining attacks, including but notlimited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, andrace condition attacks.Any successful attack presents a risk to the Software, expected properexecution and sequencing of the transactions, and expected proper execution and sequencingof computations.
  13. Digital Assets transactions are irrevocable and stolen or incorrectly transferred Digital Assetsmay be irretrievable. As a result, any incorrectly executed Transaction could adversely affect thevalue of your Wallets. Once a transaction has been verified and recorded in a block that is addedto the blockchain, an incorrect transfer of Digital Assets or a theft of Digital Assets generally willnot be reversible and there may be no compensation for any such transfer or theft.
  14. The risk information presented here does not reflect all of the risks or other important aspectsof yourtransactions via the Services (including related to the nature and performance of anyproducts available onthe Platform). Therefore, before starting to use the Services, you shouldlearn the specifics of suchtransactions and possible underlying assets in detail or seek furtherprofessional advice. Please considerthese risks carefully and seek professional advice if anythingin this section or in the general is not clear toyou. Do not use the Services until you are surethat you correctly understand all the associated risks.
  15. Markets for Digital Assets have varying degrees of liquidity. Some are quite liquid while othersmay be thinner. Thin markets can amplify volatility. There is never a guarantee that there will bean active market for one to sell, buy, or trade Digital Assets or products derived from or ancillaryto them. Furthermore, any market for tokens may abruptly appear and vanish. SYNCHROBITmakesno representations or warranties about whether a Digital Asset that may be traded on the Siteany point in the future, if at all. Any Digital Asset is subject to delisting without notice orconsent. Values in any digital asset marketplace are volatile and can shift quickly. Participants inany Digital Assets market are warned that they should pay close attention to their position andholdings, and how they may be impacted by sudden and adverse shifts intrading and othermarket activities.
  16. The legal status of certain Digital Assets may be uncertain. This can mean that the legality ofholding ortrading them is not always clear. Whether and how one or more Digital Assetsconstitute property, or assets, or rights of any kind may also seem unclear. Participants areresponsible for knowing and understanding how Digital Assets will be addressed, regulated, andtaxed under applicable law.
  17. . When you finance a purchase or sale of Digital Assets on a peer-to-peer basis, you run the risk oflosingyour provided financing. Similarly, when you accept financing to enter a tradingagreement, you accept therisk of not being able to repay that financing (e.g., if the market priceof the Digital Asset you purchased withthe financing falls). Participants should know all of theterms of any contracts they enter and how theirtrading strategies and other market and riskfactors can affect their financing obligations. THE POINTS SET OUT ABOVE APPLY TO ALL PRODUCTS. THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF MARKETS. CERTAIN OTHER RISKS RELATED TO INVESTMENTS IN DIGITAL ASSETS MAY OCCUR.
  18. 13. DISCLOSURE TO GOVERNMENTAL AUTHORITIES AND AUTHORIZED THIRD PARTIES

    • . We may share your Personal Data with law enforcement, data protection authorities, governmentofficials, and other authorities when:
      1. Required by law;
      2. Compelled by subpoena, court order, or other legal procedure;
      3. believe that disclosure is necessary to prevent damage or financial loss;
      4. Disclosure is necessary to report suspected illegal activity; or
      5. Disclosure is necessary to investigate violations of our Terms of Useor Privacy Policy.

    14. INTERNATIONAL TRANSMISSION OF PERSONAL DATA

    We store and process your Personal Data in data centers around the world, wherever SYNCHROBITfacilitiesor service providers are located. As such, we may transfer your PersonalData outside of theEuropean Economic Area (“EEA”). Such transfers are undertaken in accordance withour internal policies. For further information on how we process your Personal Data, please refer to thePrivacy Policy.

    15. SUSPENSION, CLOSURE, AND TERMINATION

    1. Your Account and Wallet does not expire and will remain valid until cancelled by either you or SYNCHROBIT.
    2. Within 14 days of the date of opening your Account and Wallet you have the right to close your Wallet at nocost by contacting SYNCHROBITand requesting that in writing.
    3. Upon closing of your Account and Wallet, you hereby authorize SYNCHROBITto cancel or suspend pendingtransactions and, return Digital Assets associated with such transactions to the wallet addressyou provide to SYNCHROBIT. In the event that you or SYNCHROBITterminates this Agreement or youraccess to theServices, or deactivates or cancels your Wallet, you will remain liable for allobligations relating to yourWallet even after your Wallet has been closed. In the event that atechnical problem causes system outage orWallet errors, SYNCHROBITmay temporarily suspendaccess to your Wallet until the problem is resolved. When your Wallet is closed, it cannot beused. You will be permitted to transfer Digital Assets and Fiat Assets associated with your Walletwithin ninety (90) days after Wallet deactivation or cancellation unless suchtransfer isprohibited (i) under the law, or (ii) by a valid subpoena or court order. After cancellation of yourWallet you have to provide in writing via email at support@synchrobit.io(A) eligible and sufficientexternal Wallet address (external Wallets are not associated with SYNCHROBIT) for transfer DigitalAssets less transaction fees storing at your Wallet at SYNCHROBIT(B) eligible and sufficient bankaccount details or card number for transferring Fiat Assets less transaction fees storing at yourWallet at SYNCHROBIT. In case of insufficiency and ineligibility of external Wallet or User bankaccount details or card number SYNCHROBITmay request eligible and sufficient details. All claimsfor Digital Assets and Fiat Assets under the Agreement expire in 12 months (365 days from theWallet deactivation). Closing your Wallet does not mean that We delete the personal data thatWe hold on you and We will continue to store such data,including the history of yourtransactions for a minimum period of five years as required by law.
    4. We may terminate this Agreement and close your Wallet by giving you a 14-day notice, unlessSYNCHROBITPrivacy Policy or paragraph e. of this section states otherwise, via email with orwithoutreason.
    5. Notwithstanding anything to the contrary herein, we may suspend or terminate this Agreementand your Wallet, or refuse to reactivate your Wallet, immediately upon a notice given to you viaemail:
      • If you violate any provision of this Agreement and fail to resolve the matter in a timelymanner;
      • If you act in a manner that is threatening or abusive to our staff, contractors or any ofour representatives;
      • If you fail to pay applicable fees or make any other payments when due;
      • If your Wallet is dormant for more than 12 months and its balance has reached zero;
      • If you attempt to gain unauthorized access to the Software or another User’s Wallet orprovide assistanceto others attempting to do so;
      • If you compromised our Software security features;
      • In case of some unexpected operational difficulties on our side;
      • If We are concerned about the security of your Wallet;
      • If We suspect your Wallet is being used in an unauthorized manner, including without limitation,to commit fraud or for other illegal purposes; or x. if We need to do so to comply with law or with a request of law enforcement or othergovernment agencies or a court.
      • We will notify you on the above circumstances as soon as We can before We do this, if possible,orotherwise immediately afterwards, giving our reasons, unless letting you know wouldcompromisereasonable security measures or be otherwise unlawful.
      • Without prejudice to other provisions of these Terms of Use, we may temporarily suspend youruse of the Services (including your registration with the Platform, and access and use of yourWallet) in certain casesfollowing the procedure described in Schedule 1 hereto.

    16. APPLICABLE LAW

    This Agreement will be governed by and construed in accordance with Samoa law without regard to conflict of law provisions, and the parties irrevocably submit any dispute in relation to this Agreement to the non-exclusive jurisdiction of the Estonia courts.

    17. DISCLAIMER OF WARRANTIES

    • Except as expressly provided to the contrary in a writing by us, our Services are provided on an“as is” and“as available” basis. We expressly disclaim, and you waive, all warranties of any kind,guarantee, declarationor condition, whether express or implied, including, without limitation,implied warranties of merchantability, market quality, commercial value, fitness for a particularpurpose, title and non-infringement as to our Services, including the information, content andmaterials contained therein.
    • You acknowledge that information you store or transfer through our Services may becomeirretrievably lost or corrupted or temporarily unavailable due to a variety of causes, includingsoftware failures, protocolchanges by third party providers, internet outages, force majeure orother disasters including third party DDOS attacks, scheduled or unscheduled maintenance, orother causes either within or outside our control.You are solely responsible for backing up andmaintaining duplicate copies of any information you store or transfer through our Services

18. LIMITATION OF LIABILITY

  • You acknowledge and agree that, to the fullest extent permitted by the applicable law, the disclaimersof liability apply to any and all damages or injury whatsoever caused by or related to use of, or inabilityto use,the Services or your Wallet under any cause or action whatsoeverof any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach ofcontract or tort (including negligence) and that SYNCHROBIT shall not be liable for any indirect, incidental, special, exemplary or consequential damages,including for loss of profits, goodwill or data, in any waywhatsoever arising out of the use of, or inability to use, the Services or your Wallet, or purchase or saleof, or inability to purchase or sell, Digital Assets, deposit or withdraw Fiat Assets. You further specificallyacknowledge that SYNCHROBIT is not liable for the conduct of third parties, including other Users, and thatthe risk of using the services rests entirely with you.Notwithstanding the foregoing, nothing in thisagreement shall affect your statutory rights or exclude injury arising from any willful misconduct orfraud of SYNCHROBIT.
  • SYNCHROBIT shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information,or (ii) transmission or delivery of information; (2) any failure to perform SYNCHROBIT obligationshereunder; (3) any loss or damage arising from any event beyond SYNCHROBIT's reasonable control,including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God,fire, war, insurrection, act of sabotage, riot, labor dispute, strike, accident, action of government,embargo, communications, delay orfailure of any subcontract, power failure, accident to or breakdownor outage of computers, equipment or software malfunction, internet outages, internet latency,computer viruses, hacker attack, voluntary ormandatory compliance with any governmental act,regulation or request, flaw in third-party services, public enemy, terrorist acts or any other causebeyond SYNCHROBIT's reasonable control.

19. INDEMNITY

You agree to defend, indemnify and hold harmless SYNCHROBIT and its respective directors, officers,members, employees, contractors, agents, affiliates, partners and their respective successors, heirs andassigns (the “SYNCHROBIT Indemnitees”), against any liability, damage, loss or expense (includingreasonable attorneys' fees and expenses of litigation) incurred by or imposed upon SYNCHROBIT Indemnitees, or any of them, in connection with any claims, suits, actions, damages, losses, costs,expenses, demands or judgments of third parties, including without limitation, personal injury andproduct liability matters or reasonable attorneys’ fees, arising out or relating to (a) your use of, orconduct in connection with,our Services; (b) any feedback you provide; (c) your violation of these Termsof Use; or (d) your violation ofany rights of any other person or entity. If you are obligated to indemnifyus, we will have the right, in oursole discretion, to control any action or proceeding (at our expense)and determine whether we wish to settle it.

20. MISCELLANEOUS

These Terms of Use contain the entire agreement and supersede all prior and contemporaneousunderstandings between the parties regarding the Services. These Terms of Use do not alter the termsorconditions of any other electronic or written agreement you may have with SYNCHROBIT for the Servicesorfor any other SYNCHROBIT product or service or otherwise. In the event of any conflict between theseTermsof Use and any other agreement you may have with SYNCHROBIT, the terms of that other agreementwill control only if these Terms of Use are specifically identified and declared to be overridden by suchother agreement.

  1. We reserve the right to make changes or modifications to these Terms of Use from time to time,in our sole discretion. If we make changes to these Terms of Use, we will provide you withnotice of such changes by posting the amended Terms of Use via the applicable SYNCHROBIT websites and mobile applications and/orotherwise (notice on homepage, sending on emailetc.). The amended Terms of Use will be deemed effective immediately upon posting. Anyamended Terms of Use will apply prospectively to use of the Services aftersuch changesbecome effective. If you do not agree to any amended Terms of Use, you must discontinue usingour Services and contact us to terminate your Wallet.
  2. Our failure or delay in exercising any right, power or privilege under these Terms of Use shallnot operate as a waiver thereof.
  3. The invalidity or unenforceability of any of these Terms of Use shall not affect the validity orenforceability of any other of these Terms of Use, all of which shall remain in full force andeffect.
  4. You may not assign or transfer any of your rights or obligations under these Terms of Usewithout prior written consent from SYNCHROBIT, including by operation of law or in connectionwith any change of control. SYNCHROBIT may assign or transfer any or all of its rights under theseTerms of Use, in whole or in part, without obtaining your consent or approval.
  5. SYNCHROBIT shall not be obliged to perform any obligation under this Terms of Use if the Userwould be in violation of, or exposed to punitive measures under, sanctions or any other laws,regulations, statutes, prohibitions or restrictions imposed by the USA, the UN, the EU, the UK,Singapore, Canada, or Switzerland and/or applicable to the User relating to the adoption,implementation and enforcement of economic sanctions, export controls, trade embargoes orother restrictive measures of any type whatsoever.
  6. These Terms of Use may be terminated as follows:
    • We reserve the right to terminate these Terms of Use and your Wallet and registration(including your username and password) in the following cases:
    • It is required under any applicable law (including any change or update) or accordingto, any regulatory demand (such as a valid subpoena, court order, or binding order of agovernment authority);
    • If for any reason, We decide to discontinue to provide the Services (in whole or inpart), by providing atleast 3 (three) calendar days’ notice (which may be provided byemail, short text message etc.);
    • If We believe that you have breached any of the terms of these Terms of Use,immediately without notice;
    • Incaseofanycircumstancehavingamaterialadverseeffectonyourfinancialposition,assets or liabilities,immediately without notice;
    • If We believe that any representation nor warranty made by you provide havebeen materially incorrect or inaccurate when made, immediately without notice; Thedeath of the User;
    • If your use of the Platform has been in any way improper or breaches spirit of these Termsof Use,immediately without notice;
    • Upon an issuance if an application, order, resolution or other announcement in relation tobankruptcyor winding-up proceedings in respect of the User, immediately without notice.
    • You may terminate these Terms of Use and your Wallet and registration (including yourusername and password) at any time via the tools available on the Platform or by sending anemail to support@SYNCHROBIT.io,such termination to take effect upon the Platform terminatingyour Wallet and registration (including username and password), which shall generally occurwithin 30 (thirty) calendar days after receipt of your email by the Platform, provided that youshall remain responsible for any activity on your Wallet that occurs prior to the actualtermination of your Wallet.
    • Termination of these Terms of Use will not extinguish or alter any rights, obligations or liabilitiesof you or SYNCHROBIT that accrued prior to such termination.If these Terms of Use are terminated for any reason due to suspected misconduct by the User,SYNCHROBIT reserves the right to withhold any funds or assets in the Wallet until the matter is resolved.Any decision made by SYNCHROBIT regarding the matter will be final.

21. CONTACT US

If you have any questions relating to these Terms of Use, your rights and obligations arising from theseTerms of Use and/or your use of the SYNCHROBIT website and the services, your Wallet or any othermatter, please contact support@synchrobit.io.