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Framework Terms and Conditions

Last update: October 6, 2023

IMPORTANT NOTICE: DEAR VISITOR, PLEASE NOTE THAT OUR SERVICES (AS DEFINED BELOW) ARE NOT DIRECTED TO AND SHALL NOT BE AVAILABLE TO U.S. PERSONS (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES AND, TO THE EXTENT APPLICABLE UNDER MANDATORY PROVISIONS OF APPLICABLE LAWS, TO THE RESIDENTS OF RESTRICTED COUNTRIES (AS DEFINED BELOW).

BY VISITING OUR SITES AND/OR USING OUR SERVICES YOU REPRESENT AND WARRANT TO NIMERA THAT:

IF YOU DO NOT AGREE, DO NOT USE OUR SITES OR ANY OF THEIR SERVICES.

The services hereunder are provided to you by:

These terms of use are entered into by and between you and Nimera Ltd. ("we", "us" or "our").

NOTHING IN OUR SERVICES CONSTITUTES AN OFFER OF SECURITIES AND/OR CRYPTOCURRENCY (AS DEFINED BELOW) FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

OUR SERVICES PERMIT YOU TO ACQUIRE, TRADE, AND TRANSMIT EON TOKENS (AS DEFINED BELOW). THE EON TOKENS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE EON TOKENS MAY NOT BE OFFERED, SOLD, LENT, BORROWED, PLEDGED, OR OTHERWISE TRANSFERRED TO OR FOR THE ACCOUNT OR BENEFIT OF A PERSON NOT KNOWN TO THE TRANSFEROR AND/OR KNOWN TO BE A U.S. PERSON (AS DEFINED BELOW) AND/OR WITHIN THE UNITED STATES AND/OR WITHIN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

You should read the entire Agreement, of which these terms and conditions are an inseparable part, carefully before you use this Site, create an Account/Nimera Account and/or use any of our Services. In order to start using certain Services, you shall duly provide us with all information required under our KYC and AML Policy (as defined below) and be approved by our compliance. By starting using any of our Services, you have affirmed that you are at least 18 years old, have the legal capacity and eligible for entering into this Agreement with us and using the Services. You unconditionally agree to be legally bound by the terms and conditions of this Agreement, Privacy Policy (as defined below), KYC and AML Policy (as defined below), Fees Policy (as defined below) and all policies published on this Site (nimera.io/), as amended from time to time.

Please note, that it shall be at all times your sole and personal responsibility to monitor and comply with any Applicable Laws attributable to you in connection with any matter directly or indirectly arising out of this Agreement and/or the Services.

Provided that you unconditionally agree to and comply with this Agreement, we shall grant to you, as a User, and subject to this Agreement, a personal, non-exclusive, non-transferable, royalty-free, non-assignable and limited right to access and use the Site and/or the Services.

YOU SHOULD BE AWARE THAT THE RISK OF LOSS IN INVESTING, EXCHANGING, TRADING AND/OR HOLDING CRYPTOCURRENCIES OR DIGITAL ASSETS OF SIMILAR NATURE CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER INVESTING, TRADING, EXCHANGING AND/OR HOLDING CRYPTOCURRENCIES OR DIGITAL ASSETS OF SIMILAR NATURE IS SUITABLE FOR YOU DEPENDING ON YOUR FINANCIAL POSITION.

IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT IN ITS ENTIRETY, PLEASE, DO NOT ACCESS THE SITES, DO NOT USE ANY OF THE SERVICES.

1. SCOPE OF AGREEMENT

1.1. Unless otherwise specifically provided herein or agreed between you, as a User, and us, these terms shall constitute a legally binding framework agreement executed in electronic form between the User and us which shall apply to all Services, websites, policies, content and all relationship (existing and/or future) between the User and us and our Affiliates in regards to any matter whatsoever.

1.2. The Services allow all Eligible Users (a) to trade and/or exchange Cryptocurrencies and/or EON against other Cryptocurrencies and/or Fiat Funds with other Eligible Users and vice versa; (b) transmit Cryptocurrencies and/or EON to other Eligible Users; and/or (c) exchange/communicate with other Users using text messages, photo, audio, video and other files.

1.3. Each User shall be entitled to have and operate no more than one Account, one FinTap Account and/or one EON-ID.

1.4. In order to use FinTap and/or Wallet Services you shall have certain mobile devices, software and Internet connection, which are not provided by us. We shall not guarantee that your mobile device, software and/or Internet connection is compatible with the Services. For as long as you use FinTap and/or Wallet Services, you unconditionally and at your own risk for damage to your mobile device, software and/or data, consent to downloading and installing updates thereto, including automatically.

1.5. Subject to Clause 1.6 hereof and unless otherwise expressly provided herein, the Eligible User hereby unconditionally and irrevocably acknowledges and agrees that, when executing Trading Transactions, they are trading/exchanging directly with other Eligible Users, and that WE ACT ONLY AS A SOFTWARE, CONTENT AND SYSTEM SERVICE PROVIDER OF SELL/BUY/ EXCHANGE ORDERS MATCHING SYSTEM BY HOSTING, MAINTAINING AND PROVIDING OUR SERVICES VIA THE INTERNET. FOR AVOIDANCE OF DOUBT, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, (1) WE SHALL NOT BE A COUNTERPARTY TO ANY TRANSACTIONS BETWEEN THE USERS AND SHALL NOT HAVE ANY FIDUCIARY DUTIES IN RELATION TO ANY OF THE USERS AND (2) WE ARE NOT ACTING AS YOUR BROKER, INTERMEDIARY, AGENT, ADVISOR AND/OR IN ANY FIDUCIARY CAPACITY.

1.6. Where the Eligible User is willing to conduct/initiate any Trading Transactions using and/or holding any Fiat Funds within NIMERA system, such Eligible User's Fiat Funds will be held at and operated within NIMERA'S non-segregated corporate account(s) held with one or more respective authorized payment institutions and/or E-money institutions registered and operating in one or more jurisdictions of the world, such Eligible User may from time to time be requested to execute/adhere to a respective instrument/agreement, which shall be deemed to be an integral part hereof. PLEASE NOTE THAT: (1) THE FIAT FUNDS HELD BY NIMERA WITH AUTHORISED PAYMENT INSTITUTIONS AND/OR E-MONEY INSTITUTIONS ARE NOT PROTECTED BY DEPOSIT INSURANCE AND/OR PROTECTION SCHEMES OF SIMILAR NATURE, AND (2) SUCH FIAT FUNDS WILL NOT GENERATE ANY INTEREST.

2. COMMENCEMENT AND TERMINATION

2.1. Subject to Clause 2.2 hereof, this Agreement shall come into effect from the date when the User adheres hereto by way of submitting “click-wrap” signature and, subject to Clause 21.10 (Surviving Provisions), shall be in force until terminated in accordance with Clause 20 (Amendments) and/or Clause 21 (Termination).

2.2. In relation to existing Eligible Users, this Agreement shall come into effect immediately on the date first above written.

3. IDENTITY VERIFICATION

3.1. By submitting your personal information under KYC and AML Policy (as amended from time to time), you shall be deemed to (a) represent and warrant that you have provided to us accurate, complete, and comprehensive information; (b) irrevocably undertake to keep us informed, should any of the information provided to us change and immediately notify us in writing; (c) authorize us, our Affiliates and/or advisors to, directly or through third parties make any inquiries we may consider necessary to verify your identity and/or protect against fraud, including to request identity information contained in the public domain (including without limitation your name, tel. number, country of residence, address, date of birth, etc.); and (d) to take any appropriate action as we, in our absolute but reasonable discretion, may consider necessary based on the results of such inquiries and their results.

3.2. You agree to keep cooperating at all times with us, our Affiliates and/or any of our third-party service providers (including without limitation respective authorized payment institutions and/or E-money institutions and their affiliates/agents) on any matter arising out of or in connection with KYC and AML Policy (as amended from time to time).

3.3. We reserve the right to close, suspend, or limit access to your Account, FinTap Account, and/or our Services in the event we are unable to obtain, verify such information or you do not comply with our KYC and AML Policy (as amended from time to time). If at any time we believe that your information is outdated, incomplete, and/or inaccurate, we are entitled to contact you and request further information. This is User's sole responsibility to ensure that the information on your Account and/or FinTap Account is accurate, complete, and up-to-date at all times.

3.4. Please note, that depending on your profile and/or any other criteria determined by us at our sole and absolute discretion, and/or without any reason whatsoever, we are entitled to impose any limits on your Trading Transactions and/or using any of our Services.

4. ACCOUNT ACCESS AND SECURITY

4.1. Once you select your password or any other piece of information as part of our security and/or Account/FinTap Account setting up procedures, you must treat such information as confidential. You must not disclose it to any third party and ensure that your Account's/FinTap Account's credentials, including, but not limited to your ID, EON-ID, password, email, wallet address, balance information, and of all activity conducted via the Account (including but not limited to Trading Transactions) / FinTap Account, are kept safe and secure at all times.

4.2. We shall under no circumstances be liable for, and the User shall bear all risks and liability associated with any damage incurred by the User as a result of inadequate management, wrong or improper use, leakage, disclosure, fraudulent use, or the use by any unauthorized person of the User's password, ID, EON-ID, and/or any other Account's/FinTap Account's credentials. Regardless of whether or not the User ID, EON-ID, and password were input by the User, we shall not be liable for direct or indirect losses incurred following identity verification by us using a respective ID, EON-ID, and password combination. The same refers to the cases in which your ID, EON-ID, password, and other Account's/FinTap Account's credentials are stolen from third-party services such as e.g. email clients used by the User.

4.3. Please note, that no member of our staff and our Affiliates' staff shall be entitled to request your password – any misbehavior shall be immediately reported by you to us at [email protected].

4.4. You are solely responsible for monitoring your Account/FinTap Account, any information contained therein and keeping your mobile device and computer systems safe and secure from risks of unauthorized use or access by third parties.

4.5. Should any of the e-mail addresses registered with your Account/FinTap Account be compromised, the User should promptly after becoming aware of this contact us at [email protected] and other respective parties.

4.6. Should you become aware or suspect that anyone other than you knows and/or uses your ID, EON-ID, and/or password, you must promptly notify us at [email protected], and also contact an appropriate Governmental Entity.

5. ACCOUNT/FINTAP ACCOUNT CLOSURE

5.1. You are entitled to close your Account/FinTap Account at any time excluding as provided in Clause 5.2, provided that no rights and obligations incurred prior to the Account/FinTap Account closure date shall be affected. You may be required to either cancel or complete all open Orders and, in accordance with the provisions of this Agreement, provide transfer instructions of where to transfer any Fiat Funds, Cryptocurrency and/or EON remaining in your Account/FinTap Account. You shall also have the obligation to pay any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Fiat Funds, Cryptocurrency and/or EON) associated with the closing of your Account/FinTap Account. We have the right to unilaterally set off the amounts equal to such costs and expenses against the funds on your Account/FinTap Account before closing your Account/FinTap Account. In the event that the costs of closing of your Account/FinTap Account exceed the value in your Account/FinTap Account, you shall be obliged to promptly reimburse the balance difference to us.

5.2. You shall not be entitled to close your Account/FinTap Account to avoid paying any fees otherwise due or to avoid any examination related to our KYC and AML Policy (as amended from time to time).

5.3. Should for any reason whatsoever we be unable to return your Cryptocurrency, EON, and/or Fiat Funds to your External Account (as per Clause 6.4) after a period of inactivity stated in Clause 21.7 (i.e. 6 (six) months), then we shall be entitled (but not obliged) at our sole and absolute discretion to exchange all or any part of your Cryptocurrency and/or EON into Fiat Funds at the respective market rates applicable at the Platform (and/or other licensed/regulated platforms) on the exchange date and/or seek for advice from any external legal counsel/notary public/accountant/trustee and/or any other similar practitioners from the respective jurisdiction for further actions. These legal/accountancy and similar costs shall be reimbursed/funded from your Account and respective Fiat Funds.

6. TRANSACTIONS

6.1. The Services allow the Eligible Users to submit Orders to purchase, sell and/or exchange Cryptocurrencies and/or EON against other Cryptocurrencies and/or Fiat Funds and vice versa. Upon submitting an Order via the Services, you authorize us, our Affiliates and/or third-party service providers (as applicable) as your payment and/or transactional processor to execute a Trading Transaction in accordance with such Order on a spot basis and charge you any applicable Fees. We will undertake commercially reasonable efforts to settle Trading Transactions on a spot basis within 2 (two) Business Days of the date upon which users have agreed to execute a trade via the Services. Please note that NIMERA LTD. reserves the right at its own but reasonable discretion to refuse opening the Account/FinTap Account. Please note that Freeflow Finance LLC provides to NIMERA LTD. Crypto and fiat payment services.

6.2. All Cryptocurrencies and/or EON sales, purchases, and/or exchanges by us are subject to availability. We have the right to discontinue the sale, purchase and/or exchange of Cryptocurrencies and/or EON without any notice.

6.3. For executing your Order and/or Trading Transaction via the Services, you shall first top up your Account/FinTap Account with Fiat Funds, Cryptocurrency and/or EON (as applicable) using one of the External Accounts registered with the Services. Such transfer may trigger charging any fees by the respective External Account service provider. In such a case, it shall be the transferor's sole responsibility to cover these fees and for the management and security of any External Account, and we shall not be responsible for any External Account fees and costs. Since the topping up of your Account/FinTap Account depends amongst others on the performance of third parties with maintaining your External Account, we are not able to and do not provide any guarantee in relation to the timely completion of the transfer and assume no liability for any loss or damage suffered therefrom.

6.4. Please note that the Fiat Funds held in your Account/FinTap Account are exclusively for the purchase/selling of Cryptocurrencies and/or EON and/or withdrawal to the External Account acceptable to our compliance, which shall be legally and beneficially owned and controlled by you. Proceeds from the sale of Cryptocurrencies and/or EON will be credited to your fiat sub-account held with us, less any Fees or applicable transactional costs (if any).

6.5. When you request us to top up Fiat Funds, Cryptocurrencies and/or EON onto your Account/FinTap Account from your External Account or request that we transfer Fiat Funds, Cryptocurrencies and/or EON to your External Account from your Account/FinTap Account, you are deemed to have simultaneously authorized us, our Affiliates and/or respective third-party services providers (as applicable) to execute such transaction via the Services.

6.6. The User acknowledges that an Order should only be submitted after careful consideration and the User understands and accepts consequences of its execution. Unless otherwise herein provided, the User agrees that once the Order is executed, this transaction is final, irreversible and cannot be cancelled. Unless otherwise herein provided, Trading Transactions will be executed instantly upon the matching of the Buyer's and the Seller's Orders, without prior notice to the Seller and the Buyer, and shall be deemed to have taken place at the execution date and time.

6.7. Should any error occur, whether via our Services or not, we shall be entitled (but not obliged) to correct such error and revise the Trading Transaction accordingly (including charging the correct price) or to cancel the Trading Transaction and refund any amount received. User's sole remedy in the event of an error is to cancel their Order and receive a refund of any respective amount.

6.8. Minimum and maximum Order amount vary for each trading pair and can be seen on the Trade Page when placing an Order.

6.9. In case the User becomes aware of transaction activity, including but not limited to unidentified deposits and withdrawals, on their Account or FinTap Account that was not initiated by the User, the User shall immediately notify us at [email protected] of such activity.

7. TRADING TRANSACTIONS FEES

7.1. All Trading Transactions executed via our Services are subject to Fees with are set in the Fees Policy, as amended from time to time. The Fees Policy constitutes an integral part of this Agreement.

7.2. Please note, that in addition to the Fees, your External Account provider (where applicable) may impose fees in connection with your use of your nominated External Account via the Services. Such fees imposed by your External Account provider will not be shown via the Services and it is your own responsibility to be aware of such fees imposed by an External Account provider and for paying these fees.

7.3. All transfers/refunds/withdrawals of your Fiat Funds, Cryptocurrencies and/or EON from your Account/FinTap Account onto your External Account are subject to the availability of sufficient funds to fully cover any arising fees, costs, and commissions, as applicable. If the amount of User's funds is not sufficient to cover such fees, costs, and commissions, we shall have the right not to execute the transaction and the User's request shall be deemed automatically canceled. You will be able to repeat the request for the transfer/refund/withdrawal once you have sufficient funds on your Account or FinTap Account to cover the respective fees, costs, and commissions. Please note that upon the closure of the Account or FinTap Account, all remaining funds balances which are not withdrawn by the User to their External Account ONLY due to the insufficiency of funds to cover respective fees, costs, and commissions shall be deemed a fee to be paid by the respective User to us for Account/FinTap Account closure service, and the User shall be deemed to have waived any rights and claims whatsoever in respect of those remaining funds balances paid to us.

8. TRANSACTION LIMITS

8.1. For regulatory and fraud prevention purposes, we reserve the right to impose, without prior notification and at our sole and absolute discretion, certain transaction limits at any time we consider proper and relevant. We shall not be obliged to disclose our reasoning and criteria.

9. SUSPENDING THE SERVICES

9.1. We reserve the right to change, suspend, and/or discontinue any of the Services at any time and without disclosing the grounds therefor without any liability to you. Where practically possible, we may undertake reasonable endeavors to give you a 2 (two) month's prior written notice of such an event. The User agrees and consents that any changes to the Services shall take effect without the User's separate consent thereto.

10. INTELLECTUAL PROPERTY

10.1. Subject to Clause 10.3 hereof, all intellectual property rights vested in any content located in or attributable to the Services are owned by us. No User is allowed to copy, distribute, reproduce, republish, upload, transmit, modify, or otherwise employ in any way any such content unless our prior written consent is given.

10.2. Our property or that of our Affiliates, vendors, and/or licensors is protected by patent, trademark, and/or copyright laws and may not be used without our prior written consent.

10.3. We do not claim ownership of the information that you submit for your Account/FinTap Account and/or via our Site and/or Services. You shall have appropriate rights in relation to such information which you submit for your Account/FinTap Account and/or via our Site and/or Services, including the right to grant the rights and licenses hereinunder. In order to operate and provide the Services, the Eligible User shall grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that the Eligible User uploads, submits, stores, sends and/or receives via the Services. The rights the Eligible User grants hereby are for the limited purpose of operating and providing the Services.

11. REPRESENTATIONS AND WARRANTIES

11.1. You represent and warrant that the following statements are true, accurate and complete, and you acknowledge that we may refuse to process your requests and may close your Account/FinTap Account forthwith if we find at any stage that they are not true or complete:

11.2. You shall be deemed to repeat these representations and warranties as true, accurate and complete every time you access your Account/FinTap Account and/or use any of the Services.

12. INDEMNITIES

12.1. To the full extent permitted by Applicable Laws, the User unconditionally and irrevocably undertakes and agrees to protect, defend, indemnify and hold harmless at all times us, our officers, directors, employees, agents, Affiliates and/or third-party service providers from and against any and all fees, claims, demands, costs, expenses, losses, Taxes, liabilities and/or damages of every kind and nature (including, without limitation, reasonable legal fees) imposed upon or incurred by us and/or our Affiliates in connection with or arising from:

12.2. Each indemnity in this Agreement:

12.3. The indemnification obligations under this Clause 12 shall survive any termination or expiration of this Agreement.

13. RESTRICTIONS ON THE USE OF THE SERVICES

13.1. You may use the Site for lawful purposes ONLY. You may NOT use the Site:

13.2. You also unconditionally agree:

13.3. THE USER HEREBY ACKNOWLEDGES AND AGREES THAT ANY BREACH OF THIS CLAUSE 13 SHALL BE DEEMED AS MATERIAL BREACH OF THE AGREEMENT ON PART OF THE USER AND GIVES US THE RIGHT TO TERMINATE THE AGREEMENT WITHOUT ANY PRIOR NOTICE. WE SHALL ALSO HAVE ANY RIGHTS AVAILABLE UNDER APPLICABLE LAWS TO COMMUNICATE AND ADDRESS RELEVANT BREACHES TO APPROPRIATE GOVERNMENTAL ENTITIES.

14. SET-OFF

14.1. We shall be entitled (but not obliged) to apply any credit balance (whether or not then due) to which the User is at any time beneficially entitled on the respective Account/FinTap Account with us in (or towards) satisfaction of any sum then due and payable (but unpaid) by the User to us arising out of or in connection with this Agreement. If such balances are in different Cryptocurrencies and/or Fiat Funds (as applicable), we may convert either balance at a market rate of the Platform for the purpose of the set-off. We shall not be obliged to notify you of such conversion in advance.

14.2. This Clause 14 (Set-off) shall be for the benefit of us only. Subject to mandatory provisions of Applicable Laws, the User shall not have the right to set-off unless with our prior consent.

15. ASSIGNMENT AND TRANSFER

15.1. To the extent permitted by mandatory provisions of Applicable Laws, a User may not assign any of its rights and/or transfer any of its rights and/or obligations under this Agreement.

15.2. To the extent permitted by mandatory provisions of Applicable Laws, we shall be entitled to assign and/or transfer any and/or all of our rights and obligations under this Agreement, in whole or in part, without obtaining your consent or approval.

16. LIMITATION OF LIABILITY

16.1. TO THE EXTENT PERMITTED BY MANDATORY PROVISIONS OF APPLICABLE LAWS, WE SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF DATA, INDIRECT OR CONSEQUENTIAL LOSS UNLESS THE LOSS SUFFERED ARISING FROM GROSS NEGLIGENCE AND/OR WILFUL MISCONDUCT AND/OR FRAUD. NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, BREACH OF TERMS IMPLIED BY OPERATION OF APPLICABLE LAWS, OR ANY OTHER LIABILITY WHICH MAY NOT BY LAW BE LIMITED OR EXCLUDED.

16.2. SUBJECT TO THE FOREGOING, OUR TOTAL LIABILITY IN RESPECT OF CLAIMS BASED ON EVENTS ARISING OUT OF OR IN CONNECTION WITH ANY SINGLE USER'S USE OF THE SITE AND/OR SERVICES SHALL IN NO CIRCUMSTANCES EXCEED THE TOTAL AMOUNT OF FIAT FUNDS, CRYPTOCURRENCIES AND/OR EONS HELD ON THE RESPECTIVE USER’S ACCOUNT/FINTAP ACCOUNT MAKING A CLAIM LESS ANY FEES OR OTHER AMOUNTS THAT MAY BE DUE AND PAYABLE IN RESPECT OF SUCH ACCOUNT/FINTAP ACCOUNT TO US.

16.3. PLEASE NOTE THAT WE DO NOT PROVIDE ANY FINANCIAL, INVESTMENT OR LEGAL ADVICE IN CONNECTION WITH THE SERVICES. ANY DECISION TO EXCHANGE, BUY AND/OR SELL CRYPTOCURRENCIES AND/OR EONS IS THE USER’S OWN DECISION, TAKEN AT ITS OWN RISK. WE WILL NOT BE LIABLE FOR ANY LOSS SUFFERED. PRIOR TO ENTERING INTO ANY TRADING TRANSACTION YOU MUST MAKE YOUR OWN INDEPENDENT ASSESSMENT AS TO WHETHER IT IS APPROPRIATE TO ENTER INTO A TRADING TRANSACTION BASED UPON YOUR OWN JUDGMENT AND UPON SUCH ADVICE FROM SUCH ADVISERS AS YOU CONSIDER RELEVANT AND APPROPRIATE. IT IS AN EXPRESS TERM OF EVERY TRADING TRANSACTION WHICH YOU ENTER INTO THAT YOU ARE NOT RELYING UPON ANY COMMUNICATION (WRITTEN OR ORAL) MADE BY US AS CONSTITUTING ADVICE ABOUT OR A RECOMMENDATION TO ENTER INTO TRADING TRANSACTION. PLEASE ALSO NOTE, THAT UNDER CERTAIN MARKET CONDITIONS (E.G. WITHOUT LIMITATION, DURING MARKET ILLIQUIDITY, HIGH VOLUMES OR VOLATILITY PERIODS), THE ACTUAL MARKET RATE AT WHICH A MARKET ORDER OR TRADING TRANSACTION IS EXECUTED MAY BE DIFFERENT FROM THE PREVAILING RATE INDICATED VIA THE SERVICES AT THE TIME OF YOUR ORDER OR TRADING TRANSACTION. YOU ACKNOWLEDGE AND AGREE, THAT SUBJECT TO MANDATORY PROVISIONS OF APPLICABLE LAWS, WE SHALL NOT BE HELD LIABLE FOR ANY SUCH PRICE FLUCTUATIONS. IN THE EVENT OF A MARKET DISRUPTION OR EVENT OF FORCE MAJEURE EVENT, WE SHALL BE ENTITLED TO DO ONE OR MORE OF THE FOLLOWING: (A) SUSPEND ACCESS TO THE SERVICES; OR (B) PREVENT YOU FROM COMPLETING ANY ACTIONS VIA THE SERVICES, INCLUDING CLOSING ANY OPEN POSITIONS. FOLLOWING ANY SUCH EVENT, WHEN TRADING RESUMES, YOU ACKNOWLEDGE THAT PREVAILING MARKET RATES MAY DIFFER SIGNIFICANTLY FROM THE RATES AVAILABLE PRIOR TO SUCH EVENT.

16.4. PLEASE NOTE, THAT UNDER CERTAIN MARKET CONDITIONS (E.G. WITHOUT LIMITATION, DURING MARKET ILLIQUIDITY PERIODS), IT MAY BE DIFFICULT OR EVEN IMPOSSIBLE TO EXECUTE YOUR TRADING POSITION WHICH MAY RESULT IN FULL OR PARTIAL NON-EXECUTION OF YOUR CONTINGENT ORDERS (E.G. "STOP-LOSS" OR “TAKE-PROFIT” ORDERS), AND THEREFORE YOU WILL NOT BE ABLE TO LIMIT YOUR LOSSES AS INTENDED. YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO MANDATORY PROVISIONS OF APPLICABLE LAWS, WE SHALL NOT BE HELD LIABLE FOR SUCH LOSSES AND/OR DAMAGES.

16.5. PLEASE NOTE THAT THE THIRD PERSONS MAINTAINING YOUR OR YOUR TRANSACTION PARTY’S EXTERNAL ACCOUNTS MAY REJECT FROM TIME TO TIME YOUR FIAT FUNDS, CRYPTOCURRENCIES AND/OR EON OR MAY OTHERWISE BE UNAVAILABLE. YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO MANDATORY PROVISIONS OF APPLICABLE LAWS, WE SHALL NOT BE HELD LIABLE FOR ANY LOSSES AND/OR DAMAGES DIRECTLY OR INDIRECTLY RESULTING FROM TRANSACTIONS REJECTED BY PERSONS OTHER THAN US.

17. NO WARRANTY

17.1. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, VENDORS AND/OR THIRD-PARTY SERVICE PROVIDERS PROVIDE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, VENDORS AND/OR THIRD-PARTY SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

18. TAXES

18.1. The User irrevocably and unconditionally undertakes to pay all their Taxes (if any), arising out of or in connection with using the Services and/or this Agreement.

18.2. For avoidance of doubt, we undertake NO responsibility for any Tax matters attributable to the User and shall not be held liable for any mistakes, breaches, misconduct and/or violations made by the User under respective Applicable Laws.

19. NOTICES

19.1. Subject to mandatory provisions of the Applicable Laws, this Agreement and any other agreements, notices or other communications regarding your Account/FinTap Account and/or using of the Services ("Communications"), may be provided to you in electronic format via the Site, Platform, FinTap, Wallet Services, e-mail, by sending an SMS or text message to a mobile phone number that you provide or other means of notification in reproducible in writing form and you agree to receive all Communications from us in reproducible in writing form. All Communications shall be deemed to have been received on the day of dispatching, unless the addressee proves not to have received the Communication by this term. All Communication shall be sent at such contact data as provided by you upon registration as User or as you may change via your Account/FinTap Account.

20. AMENDMENTS

20.1. Subject to Clause 20.2 below, and unless otherwise provided in instruments/agreements referred to in Clause 1.6 hereof (if any), we may amend this Agreement unilaterally by providing you with a 2 (two) month’s advance notice. These changes will be deemed to have been accepted unless you notify to the contrary before the proposed date of the entry into force of such amendments. Should you notify us on your disagreement with the proposed amendments, your notification will be deemed to be a notice that you wish to close your Account/FinTap Account and terminate this Agreement on the date upon which the changes are to take effect.

20.2. Where an amendment to the Agreement is required by Applicable Laws or a Governmental Entity authorized to supervise the provision of the Service, the amendment may be made without prior notice to you and shall be effective immediately. Should you not agree to such amendment, you shall have the right to terminate this Agreement by 1 month’s advance notice.

21. TERMINATION

21.1. A User may close its Account/FinTap Account and terminate this Agreement in accordance with Clause 5 hereof by giving a 1 (one) month’s prior notification to us.

21.2. We shall be entitled suspend, freeze or terminate a User's Account/FinTap Account and this Agreement at any time immediately upon written notice to the User for any reason, including without limitation: (1) attempts to gain unauthorized access to the User’s Account/FinTap Account or another User's Account/FinTap Account or providing assistance to others attempting to do so; (2) circumventing software security features limiting use of or protecting any content; (3) usage of the Services to perform illegal activities such as money laundering, terrorism financing and/or other criminal activities, (4) breaches of this Agreement; (5) failure to pay or fraudulent payment for Trading Transactions, (6) unexpected operational difficulties; and/ or (7) requests by law enforcement or other Governmental Entities.

21.3. We are entitled by notice to Users to modify the Platform, FinTap, Wallet Services and/or by notifying the Users and publishing the revised version of this Agreement on the Site to revise this Agreement any time by 2 month’s advance notice. Users are deemed to have accepted these revisions to the extent that they continue using the Platform, FinTap, Wallet Services and/or Site (as applicable).

21.4. Subject to this Agreement and Applicable Laws, within 60 days of closure of a User's Account/FinTap Account, whether by the User or us, we shall attempt to transfer User’s Fiat Funds, Cryptocurrency and/or EONs to the User’s External Account in accordance with subject to the terms provided in Clause 5 hereof.

21.5. We are entitled to retain from any amounts which may otherwise be payable to the User on closure of its Account/FinTap Account any amount payable by the User to us, including without limitation any Fees, in accordance with Clause 14.

21.6. The User also agrees that we shall be entitled, in its sole and absolute discretion by giving notice, terminate Users' access to the Platform, FinTap, Wallet Services, prohibit access to the Platform, FinTap, Wallet Services and its content, Services and tools, delay or remove hosted content, and take technical and legal steps to prevent the User's access to the Services if we, in our sole and absolute discretion, believe that the User has breached or is likely to breach any of their obligations under this Agreement.

21.7. In addition, we reserve the right to terminate the Account/FinTap Account which have been inactive for a period of 6 months. The User agrees that we will not be liable to them or to any third party for termination of their Account/FinTap Account or access to the Platform, FinTap, Wallet Services and/or other Services.

21.8. Notwithstanding any suspension and/or termination of a User's Account/FinTap Account, the User remains liable for all Fees and debt payable in respect of the Account/FinTap Account and/or any Trading Transaction entered and/or incurred prior to the suspension and/or termination.

21.9. Subject to Clause 21.10 hereof, termination of this Agreement shall not affect Clause 7 (Trading Transaction fees), 10 (Intellectual Property), 11 (Representations and Warranties), Clause 13 (Restriction on the Use of the Services), Clause 14 (Set-off), Clause 15 (Assignment and Transfer), Clause 17 (No Warranty), Clause 12 (Indemnities), Clause 16 (Limitation of Liability), Clause 18 (Taxes), Clause 19 (Notices), Clause 22 (Governing law and Jurisdiction) and Clause 23 (Miscellaneous) hereof which shall continue in full force and effect for a period of 15 (fifteen) years from the date of this Agreement’s termination.

21.10. Any provisions of this Agreement which by their nature should survive, will survive.

22. GOVERNING LAW AND JURISDICTION

22.1. This Agreement, and, to the extent permitted under mandatory provisions of the Applicable Laws, non-contractual obligations, disputes or claims arising out of, or in connection with, them or their subject matter or formation shall be governed by, and construed in accordance with, the laws of the Saint Vincent and Grenadines.

22.2. To the extent permitted by mandatory provisions of Applicable Laws, the parties to this Agreement irrevocably agree that the competent courts of Saint Vincent and Grenadines shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this Agreement or its subject matter or formation.

23. MISCELLANEOUS

23.1. This Agreement is drawn up, and all Communications between the Parties shall be, in the English language. Should this Agreement be translated any other language, the English text shall control.

23.2. If we are unable to perform the Services hereunder due to factors beyond its control including but not limited to an Event of Force Majeure, an act, failure to act or faulty performance by any third party and/or change of Applicable Laws, we shall not have any responsibility to the User under this Agreement during a period of time when a respective Event of Force Majeure takes place.

23.3. Unless the context otherwise requires, words in the singular include the plural and, in the plural, the singular and a reference to one gender shall include a reference to the other genders.

23.4. A reference to a Clause or Schedule is to a clause of, or schedule to this Agreement unless the context requires otherwise and references to paragraphs are to paragraphs of the relevant schedule unless the context requires otherwise. A reference to this Agreement (or any provision of it) or any other document shall be construed as a reference to this agreement, that provision or that document as it is in force for the time being and as amended, varied or supplemented in accordance with its terms or with the agreement of the relevant parties.

23.5. A reference to a time of day is to Central European Time.

23.6. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

SCHEDULE 1 — DEFINITIONS AND RULES OF INTERPRETATION

Definitions

Account means an Exchange Account or any other account registered by the Eligible User on the Platform.

Act of Insolvency/Bankruptcy shall mean, with respect to any party, (a) making a general assignment for the benefit of, or entering into a reorganization, arrangement, or composition with creditors; (b) stating in writing that it is unable to pay its debts as they become due; (c) seeking, consenting to or acquiescing in the appointment of any restructuring advisor, trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; (d) the presentation or filing of a petition in respect of it (other than by the other party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganization, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply); (e) the appointment of a restructuring advisor, receiver, administrator, liquidator or trustee or analogous officer of such party over all or any material part of such party’s property; (f) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement (or any analogous proceeding).

Affiliate means, in relation to NIMERA, any person, which, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such person, in each case, from time to time.

Agreement means this agreement.

Applicable Laws means: (a) all applicable laws, statutes, regulations, ordinances and rules which have binding effect in any jurisdiction; and (b) any directives, administrative requirements, codes, edicts, judgments, injunctions, decrees, orders and by-laws of any Governmental Entity or any similar items which have binding effect in any jurisdiction.

Business Day a day (other than a Saturday or a Sunday) on which commercial banks are open for general business in Saint Vincent and Grenadines, Vilnius, Riga, Frankfurt, Luxembourg, Valetta, London and Singapore.

Buyer means the Eligible User who submits an Order to buy/exchange Cryptocurrencies and/or EON via the Platform.

Communications has the meaning given to it in Clause 19.1.

Control means the power of a person (together with any persons acting in concert with such person) to secure that the affairs of another person are conducted directly or indirectly in accordance with the wishes of that person (together with any persons acting in concert with such person).

Cryptocurrency means the following virtual currency such as Bitcoin, Bitcoin Cash, Etherium, Etherium Classic and any other virtual currency and/or assets listed on the Platform from time to time.

Eligible User means a registered User who is being compliant with our KYC and AML Policy and who, under respective Applicable Laws, has full capacity and authority to enter into and execute Trading Transactions and/or use any Services under this Agreement.

EON-ID means a unique identification number attributable to the Eligible User within Services environment.

EON means a cryptographic unique software utility token employed by NIMERA in order to procure interconnection between the Services.

Event of Force Majeure means an event which is beyond the reasonable control of an affected party including without limitation any market disruption, acts or restraints of Governmental Entity, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems, and to the extent permitted by mandatory provisions of Applicable Laws, any cyber-attacks and/or third-party actions of similar nature.

Exchange Account means an account registered by the User and/or the Eligible User with NIMERA a.o. for getting exchange data, holding, buying and/or selling Cryptocurrency and/or EON within the Platform.

External Account means any Financial Account and/or virtual currency account maintained by a licensed third-party service provider outside of the Services: (i) from which Cryptocurrencies, EON and/or Fiat Funds may be transferred onto Eligible User’s Account/Nimera Account, and (ii) to which the Eligible User may transfer Cryptocurrencies, EON and/or Fiat Funds from their Account/Nimera Account.

Fee means an amount levied as payment to the Company for arranging and matching a Trading Transaction. A Fee is generally levied as a percentage of the value of a Trading Transaction as specified in the Fees Policy.

Fees Policy means fees policy, as amended from time to time and located at our website.

Fiat Funds means lawful currency of the Eurozone (EUR, or Euro) and/or any other applicable fiat currency maintained under the Services from time to time.

Financial Account means any financial account that is maintained by a licensed third-party service provider outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third party financial institutions.

Nimera Account means any type of accounts registered by the User and/or the Eligible User (as applicable) on the Nimera.

Nimera.io Nimera.io means a mobile application allowing the Users and/or Eligible Users (as applicable) to (a) create their Nimera Account with a chosen nickname and/or a profile picture (if any); (b) exchange/ communicate with other Users and/or Eligible Users (as applicable) using text messages, photo, audio, video and other files, (c) to trade/exchange Cryptocurrency/EON against other Cryptocurrency and/or Fiat Funds and vice versa, (d) search for their contacts who already are registered with the Nimera; and/or (e) add new contacts using QR-code.

Governmental Entity means (a) any national, state, municipal or local governmental agency, authority, commission, department, official, regulator or any other body exercising any regulatory, taxing or other governmental or any person authorised to exercise public supervisory or executive functions in any jurisdiction; or (b) any court or tribunal in any jurisdiction.

KYC and AML Policy means our know-your-customer and anti-money laundering policy, as amended from time to time and located at https://fintap.app/docs/KYC

NIMERA means a limited liability company incorporated and existing under the laws of St. Vincent and Grenadines.

Order means Eligible User’s instruction to exchange, buy or sell Fiat Funds, Cryptocurrency and/or EON on certain conditions.

Personal Information shall mean any information relating to an identified or identifiable natural person using our Site and/or Services and/or Platform.

Personal Jurisdiction means an authority by which a court of any respective jurisdiction may recognize and decide cases involving the User.

Platform means a platform encompassing matching mechanism consisting of respective software, hardware and technical means allowing to trade and/or exchange Fiat Funds, Cryptocurrencies and/or EON.

Privacy Policy means out privacy policy which can be found on the Site at https://fintap.app/docs/pp

Restricted Country means countries subject to sanctions and/or other restrictions imposed by the United Nation Security Council, under the laws of St. Vincent and Grenadines and/or under Applicable Laws.

Seller means an Eligible User who submits an Order to sell/exchange Cryptocurrencies and/or EON via the Platform.

Services mean all and any service provided by NIMERA (via the Site, Platform, FinTap and/or Wallet Services.

Site means NIMERA general websites (as applicable), the web address of which is https://nimera.io/.

Tax means any tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest payable in connection with the failure to pay, or delay in paying, any of these).

Trade Page means the webpage within the Site to which the Eligible User has a personal access and may execute Trading Transactions.

Trading Transaction means the exchange, purchase or sale of Cryptocurrencies and/or EON arising from an Order.

U.S. Person means a U.S. Person as defined by the Regulation S of the Securities Act 1933.

Us, we or our has the meaning given to it in the Recitals.

USA means the United States of America and/or any of its territories, possessions, any state of the United States of America or the District of Columbia.

User, you or your means you being an individual over 18 years who has agreed to these terms and conditions of this Agreement.

Wallet Services means wallet service allowing the Eligible Users to (a) trade, store, transmit and/or exchange Cryptocurrencies and/or EONs to/with other Eligible Users via the Platform/FinTap; and/or (b) get up-to-date information on their Cryptocurrencies and/or EON balance and their recent Cryptocurrencies and/or EON transactions.