Terms & Conditions
Contents
- DEFINITIONS AND INTERPRETATION
- SCOPE OF THE TERMS OF SERVICE
- ACCESS TO OUR SERVICES
- YOUR ACCOUNT
- THE PLATFORM
- SETTLEMENT
- SUSPENSION
- PROHIBITED USE
- ADDITIONAL RIGHTS AND REMEDIES
- FEES
- TAXES
- NON-DISCLOSURE
- INTELLECTUAL PROPERTY RIGHTS
- USE OF PERSONAL DATA
- LIABILITY AND INDEMNITY
- TERMINATION
- REFUSAL RIGHT
- WARRANTY
- COMPLAINTS AND DISPUTES
- AMENDMENTS TO THESE TERMS OF SERVICE
- COMMUNICATION
- MISCELLANEOUS
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
1.1.1. The following words when capitalized in these Terms of Service have the following meanings:
a. Account – an account created by us to you in order to benefit from our Services in accordance with these Terms of Service;
b. API – an application programming interface, a set of functions and procedures that allow the creation of applications to access Services;
c. Match2Pay, we, us or our – Match2Pay UAB, registration code 306063423, registration address at Girulių str. 10-201, Vilnius, Lithuania, register with the Companies Register of the Republic of Lithuania as the operator of the digital wallet and cryptocurrency exchange as of 26 June 2022;
d. Client or you – a legal entity registered with us, holding the Account with us and using our Services;
e. Cryptocurrency – Cryptocurrency supported by us in accordance with these Terms of Service;
f. FIAT Currency – government-issued currency, that is designated as legal tender in its country of issuance through government decree, regulation or law;
g. Order – intention to (i) sell Cryptocurrency (exchange to FIAT Currency or other Cryptocurrency) or (ii) sell FIAT Currency (exchange to Cryptocurrency) in accordance with these Terms of Service;
h. Platform – an IT solution developed by us in order to benefit from our Services;
i. Services – Cryptocurrency exchange to FIAT Currency or other Cryptocurrency services or FIAT Currency exchange to Cryptocurrency services which may (but need not) be provided by us to you in accordance with these Terms of Service;
j. Terms of Service – these Terms of Service;
k. Transaction – transaction on the Platform by which: (i) Cryptocurrency is exchanged to FIAT Currency or other Cryptocurrency; (ii) or FIAT Currency is exchanged to Cryptocurrency in accordance with these Terms of Service;
l. Website – https://match2pay.com.
1.2. Interpretation
1.2.1. References to Sections and Articles, unless stated or the context requires otherwise, shall be construed as references to Sections and Articles of these Terms of Service.
1.2.2. References to legal acts (if any) shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such legal act.
1.2.3. In these Terms of Service:
a. words in the singular include the plural and vice versa;
b. references to persons include legal persons, unincorporated associations and partnerships, regardless of not having a separate legal personality;
c. words importing the masculine gender include the feminine and the neuter and vice versa;
d. words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. words in the singular include the plural and vice versa.
2. SCOPE OF THE TERMS OF SERVICE
2.1. These Terms of Service govern the use of the Platform, including, but not limited to, opening the Account and provision of our Services that are available to you at any time during our relationship with you. We are solely entitled to define the scope of the Services available to you at any time during our relationship with you. Together with the Privacy Policy, Fees Schedule and any other document (if any), these Terms of Service constitute a legally binding relationship between you and us.
2.2. Persons that are not registered will not be able to access the Platform and use our Services.
3. ACCESS TO OUR SERVICES
3.1 General
3.1.1. By accepting these Terms of Service, you hereby confirm that you understand that access to the Platform and our Services will be subject to your assessment, including, but not limited to the AML/KYC assessment, to be carried out by us before issuing you with the Account. Therefore, by accepting these Terms of Service, you also hereby confirm that you oblige to submit any and all information, data or documents requested by Match2Pay. Failure to comply with this provision will result in the rejection of your application. For the avoidance of doubt, the contractual relationship between us and you is concluded under a condition precedent consisting in a positive result of your assessment and the creation of an Account for you. This is the moment when the contractual conditions come into force.
3.1.2. We reserve the right to refuse any registration, or to suspend Transactions from or to, or terminate any relationship with any Client for any reason (or for no reason) at any time. Without limiting the generality of the foregoing, this includes, but is not limited to, anyone from or in jurisdictions that we do not service or anyone that fails to meet any customer due diligence standards, requests or requirements issued by us.
3.1.3. By accepting these Terms of Service, you represent and warrant to Match2Pay that the submitted information, data or documents are true and correct in all aspects on the date of submission and will remain as such on each day of our relationship with you.
3.1.4. By accepting these Terms of Service, you undertake to inform us in writing of any change in your circumstances submitted to us for the purpose of accessing the Platform and using our Services. In relation to the foregoing, you must inform of the following changes (where relevant):
a. your legal form, your Control or ownership (of 25% or more in your share capital or voting rights);
b. your directors;
c. the real beneficiaries;
d. your documents submitted to us for the purpose of accessing the Platform and our Services, establishing of your identity or assessment of your risk. For the purpose of clarity, the adoption of new documents with an effect on your management also falls under this provision;
e. your business activities;
f. your contact details; or
g. any other change in your circumstances of relevance to your and our business relationship.
The above list is not exhaustive. If you are of the opinion that the change that has occurred may have a material effect on the performance of your obligations under these Terms of Service, however, is not listed above, you must inform us on such change.
3.1.5 You undertake to inform us of such changes as soon as you become aware of them, however, not later than 5 (five) business days upon the occurrence of such change. You hereby represent and warrant that you understand that such changes may result in a risk re-assessment and/or new additional requirements and/or restrictions or limits to your use of our Services.
3.1.6. Taking into consideration Article 3.1.4 of the Terms of Service, any change in the circumstances must be submitted in writing, in a form satisfactory to Match2Pay (as set forth in these Terms of Service) via email at the address support@match2pay.com or in any other way available on your Account (if any). If you fail to meet the form requirement, it will be considered that you have failed to meet your obligations under Article 3.1.4 of these Terms of Service and such failure will be considered a material breach of the Terms of Service and will be subject to unilateral termination with an immediate effect of our business relationship with you.
3.2 AML/KYC requirements
3.2.1. As the operator of the Cryptocurrency exchange, Match2Pay is obliged to comply with the requirements of the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. Therefore, by fulfilling the requirements under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania, Match2Pay will establish your identity before opening the Account for you.
3.2.2. Match2Pay will be entitled to request and you will be obliged to submit information, data and documents, as well as to fill in questionnaires submitted by Match2Pay to you and/or perform other actions that may be required to establish your identity to comply with the applicable law. Match2Pay will retain the right to re-establish your identity at any time during the relationship with you and in connection to that, to request to submit to Match2Pay additional information, data and/or documents, fill in questionnaires and/or perform other actions. Failure to comply with this requirement or the negative result of such reestablishment of the identity will be subject to termination of the relationship with you.
3.2.3. Match2Pay will be entitled to request you to submit to Match2Pay information, data and/or documents regarding the Transactions performed on your Account in order to justify such Transactions. Failure to comply with this requirement may result in the suspension of your Account and our Services to you or may be subject to termination of the relationship with you.
3.3. Eligibility
3.3.1. You are only permitted to access the Platform and use the Services if you register with us and comply with all of the following criteria:
a. you are eligible to use our Services and hold an Account with us taking into consideration the requirements of your registration country. You are solely responsible to assess if you are eligible to use our Services. In addition to the foregoing, you undertake to immediately cease using our Services should it become illegal under the law applicable to you. By accepting these Terms of Service, you unconditionally and irrevocably undertake to indemnify any and all damages that we may suffer in relation thereto;
b. you must be authorised to enter into and to be bound by these Terms of Service and any other document related thereto;
c. you must provide all of the information and/or data and/or documents required by us to set up an Account and verify your identity following our instructions;
d. we must be satisfied with the outcome of the identity, fraud, background checks, anti-money laundering and counterfeit terrorist checks or any other checks that Match2Pay may deem necessary and fit Match2Pay conducts in relation to you at any time during our relationship;
3.3.2. We do not establish business relationships with individual persons, therefore only legal persons are eligible to use the Platform and/or Services.
3.3.3. We remain solely entitled to restrict or limit access and/or use of the Platform and/or Services.
3.4. Your general agreements and promises
3.4.1. By accessing the Platform and using the Services, you:
a. confirm that you have the capacity, and are authorised to accept and be bound by these Terms of Service and any other document in relation thereto and the person acting on your behalf of you is authorised to do so. You will be requested to provide duly authorised documents evidencing the right of the representative accessing or using our Platform and Services to act on your behalf. Failure to submit such documents will result in a denial to use the Platform and benefit from our Services;
b. authorise us to make the inquiries we consider necessary, from time to time, to verify your identity, undertake fraud checks and carry out other measures that of our view are fit and necessary to meet the requirements set forth in the applicable laws regarding the prevention of money laundering and terrorist financing and comply with our other legal obligations. You expressly consent to furnish any and all such information;
c. confirm that you have read and commit to being bound by these Terms of Service, our Privacy policy, Fees Schedule, AML/CFT Policy, and any other document, if any in relation to the provision of our Services to you;
d. consent that, whenever a Transaction is made, the Platform will automatically send and/or receive Cryptocurrency and/or a FIAT Currency of the respective Transaction;
e. undertake to pay all fees associated with Transactions and Services in accordance with Section 11 of these Terms of Service;
f. confirm that you have sufficient knowledge of Cryptocurrencies to enter into Transactions, and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services;
In addition to the above, you acknowledge that Cryptocurrency is an unregulated digital asset that is not issued or guaranteed by any central bank or government. Cryptocurrencies are not covered by any deposit guarantee scheme. The price of Cryptocurrency can change rapidly, and the risk of loss in value can be substantial. You should therefore carefully consider whether exchanging Cryptocurrency is suitable for you in light of your financial standing, experience and risk tolerance level;
g. confirm that you accept the risks of using the Services and accessing the Platform;
h. confirm that we have not advised you to, nor recommended to you to use our Services and/or enter into Transactions related to Cryptocurrencies;
In addition to the above and for the avoidance of doubt, we do not provide investment, tax or legal advice. All Transactions are executed automatically, based on the instructions provided by you to us in accordance with the Transaction execution procedures. You are solely responsible for determining whether our Service is appropriate for you based on your personal objectives, financial standing and risk tolerance. We urge you to consult your legal or tax advisor regarding your specific situation;
i. confirm that your personal data and identifiers may be shared with appropriately authorised third parties, including, but not limited to, payment services providers required for us to provide our Services to you and in accordance with the applicable law regarding the prevention of money laundering and terrorist financing and you undertake to provide us with any additional information we may request to comply with our legal responsibilities without undue delay.
3.4.2. By accepting these Terms of Service, you represent and warrant that all of the above is true and accurate on the day of acceptance of these Terms of Service and shall remain each day so until you cease to use our Services.
3.5. Requirements regarding documents submitted by you
3.5.1. You must submit duly certified copies of the documents required to establish your identity following the instructions provided by us. Notwithstanding the foregoing, we retain the right to request to provide the hard copy of the document if we have any doubts regarding the validity and/or legality of the document.
3.5.2. The documents or their copies must be of high resolution, all information must be clear and visible, there must be no amendments, or deletions on the original of the document and its copy thereof. The documents or their copies that are issued outside the Republic of Lithuania must be duly authorized and legalized as required under Lithuanian law, unless otherwise instructed by us.
3.5.3. All documents (and such documents containing information) submitted by you to Match2Pay shall be considered true, effective and accurate on the day of the submission and shall remain as such on each day of the relationship with you.
3.5.4. All documents must be submitted in the English language unless otherwise agreed with us in advance. In the event, a translation of the documents is required, the translation must be duly authorized by the signature of the translator. All translation costs will be borne by you.
3.5.5. In the event, you fail to submit the documents that meet the above requirements, we will be entitled to refuse to accept such documents and will not take into consideration the information consisting of such documents. If you fail to cure such shortcomings within the term indicated by us in writing and such failure poses too high risk to us (i.e., it is not possible to establish your identity), we will be entitled to terminate the relationship with the immediate effect.
4. YOUR ACCOUNT
4.1. To access the Platform and use our Services, you must first register with us. If your registration is successful, an Account under your name will be opened. You are entitled to open one account with us. We discourage you from attempting to circumvent this provision. Such attempt will be considered as an attempt of fraud and will result in the termination of the relationship with you.
4.2. In relation to your Account, you undertake to:
4.2.1. Keep your Account login information, password and any forms of multi-factor authentication confidential and separately from each other, as well as separately from any other information or documents relating to your Account;
4.2.2. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, API keys or any other codes that you use to access our Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third parties and the loss or theft of any data, information, documents and any currency associated with your Account. You are responsible for keeping your email address and telephone number up to date in your Account information in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to the compromise of your Account login credentials due to no fault of our and/ or failure to follow or act on any notices or alerts that we may send to you;
4.2.3. Not store your login information on any device, irrespectively if such device is of your private or public use;
4.2.4. Not let any person access your Account at any time without our prior written permission;
4.2.5. Not leave your computer, phone or any other device unattended while you are logged in to your Account;
4.2.6. Always log out from your Account when accessing your Account from public devices; and
4.2.7. Notify us immediately in case you identify or suspect unauthorized access to your Account. In the event you believe your Account information has been compromised, contact our support immediately at support@match2pay.com.
4.3. In relation to your Account you confirm that:
4.3.1. You understand that you are not entitled to hand over your login information to a third party and you bear full responsibility for such actions and all consequences will be born on you. In addition to the foregoing, such voluntary handing over of the login information to a third party will be considered a material breach of these Terms of Service and will result in the termination of the relationship with you;
4.3.2. You understand and consent that you:
a. You understand that anyone accessing your Account will be able to view personal information related to you and your services and we will have no obligation to verify or take any steps to verify any instructions received from you or appearing to be sent by you;
b. We will process your Transactions in accordance with the instructions provided by you; thus, you must carefully verify all instructions prior to such Transactions. In case there is an error in the instructions provided by you, however, such error does not result in the impossibility to execute the Order, we will not accept any responsibility or liability for the consequences of execution of such Order;
c. You understand that by using our Services you take full responsibility for and accept all risks of unauthorised use of your Account caused by your negligence or breach of these Terms of Service.
4.4. If, to the extent permitted by us from time to time, you grant express permission to a third party to access or connect to your Account, either through the third party’s product or service or through the Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms of Service. You are fully responsible for all acts or omissions of any third party with access to your Account. Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party with access to your Account.
4.5. If we are holding your FIAT Currency and we are unable to send it to you or/and contact you and we have no record of your use of the Services, we may report these funds as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, it may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other fee from such unclaimed funds, as permitted by applicable law.
5. THE PLATFORM
5.1. Using the Platform, you can (with the proviso that the activation of some of the following functionalities depends on our sole decision) realise exchange services by exchanging (i) a certain amount of the supported Cryptocurrency at a certain price in euro (or any other FIATiat Ccurrency, if supported at that time); (ii) a certain amount of the supported Cryptocurrency at a certain amount of the other supported Cryptocurrency; (iii) a certain amount of the FIAT Currency at a certain amount of the supported Cryptocurrency, pursuant to instructions provided to us using our Services.
5.2. Exchange hours: The Platform operates 24 hours per day, seven days per week (except for brief maintenance periods about which you will be informed in advance).
5.3. Records: We maintain the records of the Orders made on the Platform.
5.4. Placing Orders: The Platform enables an Order placing through the Website, API call or FIX gateway. Any Order shall be seen as placed at the time of arrival of Cryptocurrency to the dedicated Client’s address (wallet) or at the time of arrival of FIAT Currency to the dedicated bank/payment account.
5.5. Processing Orders: Prior to executing an Order an AML check shall be concluded. Under Article 3.2.3 of the Terms of Service, Orders shall go through the AML Check under which we, at our own discretion, shall determine the validity of the Order and associated AML requirements. The AML requirements shall include the assessment of the counterparty and the Order, based on:
5.5.1. Information, data and documents (including the identification documents, information on the counterparty, screening checks, risk assessment of the counterparty, source of funds, etc.);
5.5.2. Screening check (sanctions, adverse media, etc.);
5.5.3. Any other data, information or documents that is relevant for the assessment of the Order;
5.6. Executed Orders: If the Order has passed the AML Check, an Order shall be executed through our system immediately and settled at the relevant price (after the Transaction and associated fees are deducted). You shall be provided with information about the exchange rate and amount of booked FIAT Currency or Cryptocurrency instantly. Note: the value of Cryptocurrency or FIAT Currency and the fees shall be calculated at the time of the settlement, e.g. after the AML Check has been concluded.
5.7. Order and Transaction Cancellation: Except as otherwise set forth herein, all Transactions are final and commissions and/or fees paid to us for processing the Order are non-refundable. We reserve the right to cancel the Orders and/or reverse the Transactions in the following circumstances:
5.7.1. Orders or Transactions which in our sole discretion constitute an abusive use of our Services, e.g., market manipulation, exploitation of IT issues, etc.;
5.7.2. Clearly erroneous Transactions, i.e., Orders or Transactions which under the circumstances involve an obvious error with respect to price, quantity, or other parameters;
5.7.3. We consider it necessary or prudent due to a suspicion that the Order involves money laundering, terrorist financing or another illegal or unlawful activity;
5.7.4. the Order relates to a prohibited use under Section 8 of the Terms of Service;
5.7.5. If required by any applicable law or regulation, including cases where we are required to suspend or terminate your Account;
5.7.6. We are required to do so by a court order or government agency;
5.7.7. In order to restrict Transaction size or frequency or limit API use which, in our sole discretion, unreasonably burdens the Platform; and
5.7.8. Cryptocurrencies used to place the Order are made available through an abusive transaction (e.g., Bitcoin double spending, etc.).
5.8. Match2Pay will act under Article 5.7 of the Terms of Service only in good faith and will notify you as soon as possible, unless we are not allowed to do so under the applicable law. You hereby release us from all liability in relation to any action taken by us under this Article.
5.9. Reverse Transaction: In situations described in Article 5.7 of these Terms of Service, we may also execute Transactions on your behalf in order to restore the situation before the execution of the cancelled Transaction. In such a case, we shall exchange back the FIAT Currency or Cryptocurrency to the Cryptocurrency or FIAT Currenc (in the same manner as received) and shall send the Cryptocurrency back to the address (wallet or bank/payment account) it was received from cold wallet or private wallet or bank/payment account. If the wallet is provided by an exchange, proof of wallet ownership will be requested. Note: the value of Cryptocurrency or FIAT Currency and the fees shall be calculated at the time of the Reverse Transaction.
5.10. By using the Platform, you confirm your understanding of, and your agreement to the following:
5.10.1. It is your responsibility to ensure that the Order details are accurate, including the amount of the Cryptocurrencies intend to exchange, the amount of any fees, the gross price for an Order and the exchange rate;
5.10.2. It is solely upon you to inform your clients regarding the responsibility to cancel any Order in case your clients do not want it filled;
5.10.3. There is a risk that the Order will be filled before any cancellation request is received;
5.10.4. We will not stand behind or underwrite any Transaction you enter into using our Services;
5.10.5. We assume no responsibility or liability for any attempt to use exchange services of Cryptocurrencies that we do not support at a particular time;
5.10.6. We cannot reverse any Cryptocurrency Transaction which was broadcast to Blockchain;
5.10.7. We will have the right to refuse to process and/or cancel any Order or Transaction at any time in accordance with the requirements set forth by the applicable law, in response to a court or government order, to enforce transaction limits or in case there is a ground for suspension;
5.10.8. We shall not be liable for the Orders made in the wrong wallet address;
5.10.9. We execute Cryptocurrency orders according to the instructions provided by your clients. You should verify all information in relation to the respective Transaction prior to issuing instructions to us;
5.10.10. The AML Check can take several hours, therefore the rate of the exchange operation and the fees shall be calculated after the conclusion of the AML Check;
5.10.11. The reverse Transactions rate and fees shall be calculated on the date of execution of the refund, therefore under existing circumstances, the amount that has been sent and received may not be the same;
5.10.12. Cryptocurrencies are a risky asset class. You confirm that you have read and understood all the risk warning included in these Terms of Service and available on the Website and accept those risks;
5.10.13. Due to network failures or underlying software protocols, the facilitation of Cryptocurrency exchange operation in accordance with your instruction may be delayed, including the initiation or crediting of such Cryptocurrency Transaction for 48 (forty-eight) hours or more. You acknowledge and agree that any Cryptocurrency Transaction facilitated by us may be delayed and we will take no responsibility in relation thereto;
5.10.14. We will not be held liable in case of the above circumstances.
5.11. Cryptocurrencies supported by Match2Pay are indicated on the Platform. In case it is required, in accordance with the applicable laws, or order of a court or government agency, to change of the operating rules in the underlying Cryptocurrency network or any technological issue outside of our reasonable control, we retain the right to add or remove any Cryptocurrency at any time and without any notice on our sole discretion.
5.12. By using the Account, you confirm and represent that you will only allow Orders to be placed by your own clients and not by any third party, unless you have obtained prior approval from us. You may not lease, furnish or otherwise permit or provide access to your Account to any other person. You accept full responsibility in relation to your Account, whether such use is directly through the Platform or by other means, such as those facilitated through API calls, and/or applications that you may authorise. You understand and agree that you are responsible for any and all Orders, Transactions, and other instructions provided to us, including identifiers, passwords, and other security means associated with your Account. All Orders placed on your Account will be considered as placed by you and we will accept no responsibility in relation thereto.
5.13. The amount or value of the Cryptocurrency exchange operation by you or your client is neither guaranteed, nor underwritten by us or any third party, and you may lose the Cryptocurrencies or the value. In such case, you will have no right to claim damages to us or any other third party (including loss of profit), as well as any liability or incurred inconveniences, unless the loss resulted from our breach of these Terms of Service.
5.14. We take no liability for the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of our Services). If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with the exchange operations or transfers using our Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party.
5.15. We do not own or control the underlying software protocols which govern the operation of Cryptocurrencies available for exchange and/or supported through the Platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. By accessing the Platform and using our Services, you acknowledge and agree (i) that we are not responsible for the operation of the underlying protocols and that we make no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (known as forks), and that such forks may materially affect the value, function, and/or even the name of the Cryptocurrency. In the event of a fork, you agree that we may temporarily suspend our operations (with or without advance notice to you) and that we may, in its sole discretion, (i) configure or reconfigure our systems or (ii) decide not to support (or cease supporting) the forked protocol entirely, provided, however, that you will have an opportunity to finalize the Transactions using our Platform. You acknowledge and agree that we assume absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
5.16. For avoidance of any doubts, we do not automatically support forks – technological alteration of initial Cryptocurrency blockchain, which sets you solely liable for suspending any operations using our Platform prior to the fork event, in case you wish to avoid any risks related (including but not limiting – full or partial loss of funds, a significant decrease of value, etc.).
6. SETTLEMENT
6.1. Match2Pay will clear Orders from your clients to you over the Cryptocurrency payment network or payment system and credit the funds to your bank/payment account or wallet, according to the settlement preferences that you established in your Account or according to your instructions. For settlement purposes the funds shall be temporarily held by Match2Pay in the dedicated custodian accounts opened in the name of Match2Pay with the regulated financial institution until settlement to your bank/payment account and/or wallet can take place.
6.2. Accumulated balance held in the Account shall be paid to your bank/payment account or wallet by providing authorization of the payments or transfers through the Platform. Pursuant the moment of authorization and based on settlement preferences, we will send a direct deposit to your bank/payment account or wallet to clear out your accumulated balance, provided that the settlement minimums are met. You acknowledge and agree that we assume no responsibility for your actions made through the Platform.
6.3. If you wish to receive direct deposits, you must provide valid bank/payment account information or relevant wallet addresses and keep such information current. We reserve the right to charge you applicable wire fees.
6.4. The transfer of FIAT Currency and Cryptocurrency shall be created pursuant to your actions taken within the Platform. If you change your settlement preferences, those changes will be effective from the settlements that are made after the date of the change. Any settlement dating from before the preference change will settle pursuant to your pre- change actions.
6.5. Your funds in FIAT Currency or Cryptocurrency will become payable once they are received by our payment account or wallet. Whereas third parties are involved in the delivery of your funds in FIAT Currency or Cryptocurrency to us, we do not assume any responsibility regarding the term during which your funds in FIAT Currency or Cryptocurrency will be credited to our payment account or Cryptocurrency. The foregoing applies to withdrawals in any FIAT Currency or Cryptocurrency.
6.6. You can receive a settlement in a local currency, in any of the supported currencies and only to the account opened in your name. You acknowledge and agree that we assume no responsibility for any delays related to payments in other FIAT Currencies or losses incurred due to FIAT Currency exchange.
6.7. You must provide us with written notice at least one (1) business day prior to closing your bank/payment account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank/payment account.
6.8. Pursuant to applicable laws and regulations, you are required to maintain all records needed to fulfill orders for services and provide post-sale support to your client. If the settlement of the cryptocurrency exchange requires a government registration, you are responsible for such registration.
6.9. Fees apply to outgoing FIAT Currency payments or Cryptocurrency transfers. All fees are published on our Website. In addition, your or our payment services provider may apply fees that we have no control over them. The amount of FIAT Currency is credited to your payment account after all applicable fees are deducted.
6.10. You shall be liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank/payment account at any time, as necessary to process your Transactions. We will not be liable for any delays in receipt of funds or errors in bank/payment account entries caused by third parties, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.
6.11. For the processing of incoming Orders and outgoing Transactions in FIAT Currency, we may need to share your identity or other information with the payment services providers. By accepting these Terms of Service, you authorize us to share your information with the payment services providers and agree to provide any additional information about the payment counterparty or yourself if it is required by the payment services provider. You acknowledge and agree that we assume no responsibility in respect to delayed payments due to requests for additional information.
6.12. Match2Pay is entitled to introduce an Order value limit for the Client. Execution of Orders of greater value may require additional measures individually indicated by Match2Pay, like additional deposit.
7. SUSPENSION
7.1. We may suspend your Account in accordance with the provisions of this Section. We will have the right to suspend all or part of our Services to one or more of our Clients as long as we determine, in good faith, that is necessary or prudent in view of our or our Clients’ interests. Suspension of your Account will not affect the payment of fees or other amounts you owe to us. If your Account is or terminated, we will immediately cancel all Orders associated with your Account, block all withdrawals and restrict the processing of further Orders until the issue is resolved.
7.1.1. Upon our discretion we may settle with you in accordance with the processed Orders and/or Transactions.
7.2. We will owe you no notice in advance regarding the suspension of your Account (however, we may issue such if we are allowed to do so under the applicable law, we are entitled to do so any time we consider it necessary) in the following cases:
7.2.1. As a result of any prohibited use under Section 8 of the Terms of Service;
7.2.2. Following fork or other sudden change in operating rules in any underlying Cryptocurrency network;
7.2.3. Following a force majeure event or a market disruption event;
7.2.4. To comply with the applicable law or change thereof, or regulatory guidance. The above list is not exhaustive.
7.3. Match2Pay will not be liable to any Client or third party for any loss (including loss of profit), liability or inconvenience arising as a result of any suspension, or suspension of any Services or access to the Platform.
8. PROHIBITED USE
8.1. In connection with your use of our Services you agree and represent you will not engage in any prohibited use activities listed below. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account and/or block Transactions or freeze the Cryptocurrency or balance of FIAT Currency immediately and without notice if we determine, in our sole discretion, that your Account is associated with a prohibited use.
8.2. It is strictly prohibited to use the Platform or access any of the Services in any of the following cases:
8.2.1. To forge or materially omit any information or provide misleading information requested by Match2Pay, including at registration;
8.2.2. Conduct or engage in any illegal or unlawful activity;
8.2.3. To hide or disguise the proceeds of any illegal or unlawful activity, or further, any breach of applicable laws or regulations, or to deal in any illegally obtained Cryptocurrency or FIAT Currency funds, or proceeds;
8.2.4. To infringe our proprietary intellectual property, or the proprietary intellectual property of any other person;
8.2.5. In relation to any Cryptocurrency that we do not support at the relevant time;
8.2.6. To use our Services, with anything other than Cryptocurrency and FIAT Currency that have been legally obtained by you and that belong to you;
8.2.7. To trade using inaccurate information presented by the Platform or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
8.2.8. To use the Platform or our Services in order to circumvent export controls or international sanctions;
8.2.9. To engage in any deceptive, fraudulent or malicious activity, including by launching malware or viruses, or seeking to hack into any Accounts or steal any information, data or documents, Cryptocurrency or FIAT Currency belonging to any Client;
8.2.10. To reverse-engineer, decompile, disable, or disassemble any software running on the Platform;
8.2.11. To promote securities;
8.2.12. To harm in any way Match2Pay, any person associated with Match2Pay, or any third party;
8.2.13. In case you are not our client;
8.2.14. To offer or purport to offer any of our Services to any person who is not our client; or
8.2.15. To engage in any other use or activity that breaches these Terms of Service.
8.3. We will have the right without any prior notice or explanation to block or refuse any person (including any Client) from accessing the Platform and/or our Service and/or any Transaction in case we believe in good faith that such person, Service or Transaction is related to a prohibited use.
8.4. By accepting these Terms of Service, you agree and acknowledge that prohibited use may result in the termination of the relationship with you. In addition, you will be obliged to reimburse any and all our damages regarding prohibited use.
9. ADDITIONAL RIGHTS AND REMEDIES
9.1. In the event we believe you have breached or are in breach of these Terms of Service or any applicable law, we shall have the right to:
9.1.1. Limit, suspend or cancel your access to the Platform;
9.1.2. Warn any other clients of your actions;
9.1.3. Issue a warning to you;
9.1.4. Inform competent institutions and cooperate fully with any law enforcement authorities by, including, but not limited to, disclosing your information to such authorities.
9.2. This Section does not limit any other rights granted to us by the applicable law.
10. FEES
10.1. We shall charge the fees set out in the Fee Schedule accessible on the website, unless specific fee exceptions were agreed upon between the parties.
10.2. The Fee Schedule is deemed to form part of these Terms of Service and is subject to change at our sole discretion.
10.3. We may also charge a balance fee, account closing fee, dormant account fee, investigation fee or any other fee that we may see necessary and fit. Only the fees that you were informed of in advance in accordance with these Terms of Service will
be applicable to you.
10.4. We will update our Fee Schedule no later than 7 (seven) calendar days prior to changes coming into effect. Your use of the Services following any update to our Fee Schedule is considered to be your acceptance of any such changes.
10.5. You agree to pay all fees associated with or incurred by you in relation to the Services we provided to you. By accepting these Terms of Service, you authorize us to write off any applicable fees directly from the settlement amount. It is your responsibility to ensure that you have paid all invoices to settle with us for the Order made and/or Services provided to you. In the event there are not sufficient funds to settle with, we may withhold the execution of the Orders until you respectively pay the due amount.
10.6. We may at our sole discretion for a limited period of time offer trading fees discounts or rebates. However, such promotions are limited time offers and may be cancelled by us unilaterally at any time without any notice to you.
10.7. In the event that there are outstanding amounts owed to us, we reserve the right to debit your settlement accordingly and/or to withhold amounts from funds that have to be transferred to your personal payments or bank account.
10.8 Match2Pay is entitled to impose an additional markup on the Transaction for its execution. The amount depends on the Cryptocurrency and/or FIAT Currency covered by the Transaction. Information as to the amount of the above will be provided to the Client outside the Fees Schedule.
11. TAXES
11.1. You are solely responsible for duly and timely declaration of your activities on your Account and gains in relation thereto in compliance with the law applicable to you. We will have no obligation to provide any information to any third parties (except when fulfilling its own obligation in relation to these Terms of Service or under applicable law) regarding your activities on your Account and gains in relation to your activities on the Account.
11.2. You are solely responsible for paying any and all taxes applicable to you in relation to using our Services in a timely and duly manner.
11.3. It is your responsibility to determine what, if any, taxes you are obligated to pay in relation to the Transactions and exchange operations made or otherwise.
11.4. We make no representations in relation to tax liabilities, assume no tax liability to any client, assume no responsibility for the tax liability of yours or any other client, not for collecting, reporting, withholding or remitting any taxes arising from any Transactions that you may enter into.
11.5. In line with recent developments in the area of tax information exchange, we might already be or may become subject to tax reporting obligations in the foreseeable future.
12. NON-DISCLOSURE
12.1. We and you are obliged to treat all information relating to our relationship as confidential, irrespective of the form such information is obtained. The duty of confidentiality applies unless otherwise agreed in writing and in cases where the party is required to disclose such information by law, regulation or a decision taken by the public authority, or where the information in question is already publicly available and this fact cannot be attributed to the other party’s breach of its obligations.
12.2. We will be entitled to disclose information about you to third parties, the subcontractors and other companies, provided that such disclosure shall be required in order for us to fulfil its obligations under these Terms of Service.
12.3. If the relationship with you is terminated as a result of your material breach of these Terms of Service, or because you have facilitated or aided and (or) abetted fraud, money laundering and (or) terrorist financing, we may be obliged to report you to the respective authorities and such report will not be considered as the breach of non- disclosure obligation.
12.4. This Section will apply during the term of our relationship and will continue to apply once the relationship with you is terminated.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 Limited License. Match2Pay grants you a limited, non-exclusive, non-transferable license, subject to these Terms of Service, to access and use the Platform, and related content, materials, information (the Content) solely for approved purposes as permitted by us from time to time. Any other use of the Website or Content is expressly prohibited and all other rights, titles, and interest in the Website or Content is exclusively the property of Match2Pay and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or in any other way exploit any of the Content, in whole or in part. “Match2Pay” and all logos related to the Match2Pay Services or displayed on the Match2Pay Website are registered trademarks of Match2Pay or its licensors. You may not copy, imitate or use them without prior written consent from Match2Pay.
13.2. We (or our third party vendor, as the case may be) shall be the owner of the Website and the Platform and other software and/or applications required to provide Services to you by us. Proprietary rights and other intellectual property rights that may be attached to the Website and the Platform and/or other software and any other application shall belong exclusively to us or the relevant third party.
13.3. We retain all of the rights, title and interests to the intellectual property thereto, including, without limitation to, the Platform’s and Website’s text, logos, images and trademarks, and other inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.
13.4. The information made available on the Website or on the Platform must not be construed as granting, by any implication or otherwise, to you any license or right to make use of any of our trademarks without prior written consent thereto.
13.5. In relation to Articles 13.1-13.3 of these Terms of Service you shall not:
13.5.1. Make any copies of the Website or the Platform or other software and/or applications; nor
13.5.2. Modify, adapt, reverse engineer, decompile or disassemble, create derivative works of, publish, distribute or commercially exploit the Website or the Platform or other software and/or applications or any content of the Website; nor
13.5.3. Remove any copyright or proprietary notices on the Website or the Platform or other software and/or applications; nor
13.5.4. Use, distribute or disclose confidential, personal or sensitive information within the content of the Website or the Platform or other software and/or applications without appropriate authority;
13.5.5. Make any unlawful or unauthorized use of the Website or the Platform or other software or other applications (including an attempt to gain unauthorized access, introducing any computer virus or malware or inhibiting their operation).
13.5.6. In the event of any of the above situations indicated in Article 13.4 of the Terms of Service you shall be liable to reimburse our any and all direct and indirect damage and losses, as well as of any third party related to such event. Notwithstanding the foregoing, any such event will grant us the right to immediately terminate the relationship with you and to block any access to your Account, the Platform and our Services, other software and/or applications if we consider that necessary to safeguard our or third party’s intellectual property and to avoid any further damages and losses of our and/or third party.
14. USE OF PERSONAL DATA
14.1. Any and all personal data in relation to access to the Website, Platform and our Services will be processed in accordance with our Privacy Policy (here).
15. LIABILITY AND INDEMNITY
15.1. General
15.1.1. To the extent permitted by law, we and our associated parties exclude all liability and responsibility for any loss, damages, costs or expenses, whether in tort (including negligence), contract or otherwise and whether direct, indirect, or consequential (including in connection with business interruption), which you or any other person may suffer or incur in connection with the Services, the use or inability to use the Platform, and in respect of any Cryptocurrency or otherwise.
15.1.2. Notwithstanding the foregoing and without thereby limiting liability, you shall indemnify us for any losses or claims, including claims for damages, and for any complaints, legal proceedings or expenses (including, within reasonable limits, lawyers’ fees), including but not limited to any fine or fee imposed on us as a result of your breach of and/or failure to comply with these Terms of Service and/or all relevant rules, regulations and legislation applicable to you. The foregoing shall apply irrespective of the relationship with you being terminated.
15.1.3. No limitation of liability shall be applicable if that shall not be allowed under the applicable law.
15.1.4. Where and to the extent liability for breach or any implied warranty or condition, or otherwise, cannot be excluded, our liability to you is limited to the total amount of the fees we have earned from you as a result of supplying the Services to you.
15.1.5. We will not be held liable in any way to you or any third party for any financial decision or action taken by you when using the Services.
15.1.6. As stated in these Terms of Service, we do not provide any financial, investment or legal advice in connection with the Services. We may provide information on the price, range, volatility of Cryptocurrencies and events that have affected the price of Cryptocurrencies, but it should not be considered as an investment or financial advice and should not be construed as such. Any decision to exchange Cryptocurrencies is your decision and we will not be liable for any loss suffered in relation thereto.
15.1.7. We take no responsibility for and will not be liable for any financial loss arising from the use of your Account, including, but not limited to, loss due to technical faults resulting in a loss of ability to access your Account; system hacks; server failure or data loss; technical faults of the Cryptocurrency system; forgotten passwords; security of your password and private keys; unauthorized access to your Account; corrupted files or data; incorrectly constructed transactions or mistyped Cryptocurrency addresses.
15.1.8. Without limiting other terms in these Terms of Service, you acknowledge that we bear no liability for any damage, loss (including loss of profit), delay, inconvenience, failure in performance or interruption of Services or Transaction, in each case caused by or resulting from (directly or indirectly):
a. any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber, phishing or spoofing attack that may affect your computer or other devices;
b. any cause or condition beyond our reasonable control;
c. any fork or other change in the operating rules of an underlying Cryptocurrency network;
d. our good faith election not to support an unsupported branch of a forked protocol, or to configure or reconfigure our systems as a result of the forked protocol or other change to the operating rules;
e. any suspension of the Services in accordance with these Terms of Service;
f. inaccurate information provided for the Order;
g. you not meeting your legal obligations, including, but not limited to, your tax obligations;
h. We manage the Platform with due care, however, it is likely that interruptions, failures and other issues occur. We give no guarantee with respect to finding solutions for any such problems as soon as possible. We assume no liability whatsoever for any damage caused by interruptions of the Platform. In addition, in order to ensure efficient and uninterrupted access and use of the Platform, Match2Pay reserves the right to perform technical inspections of the Platform, which may involve periodic interruptions in the operation of the Platform.
15.2. Force Majeure
15.2.1. Notwithstanding the foregoing, we will not be liable for losses incurred as a result of failure to comply with our obligations in connection with circumstances beyond our control. Even in areas where stricter liability rules prevail, we cannot be held responsible for losses incurred as a result of:
a. failure of IT systems, inability to access IT access, damage to the data maintained in the IT systems as a result of any of the reasons listed below, irrespective of whether we or a third party is responsible for the operation of such systems;
b. a power supply failure or failure in our telecommunications systems, legislative or administrative interventions, natural disasters, war, revolution, civil unrest, sabotage, terrorism or vandalism (including virus attacks and computer hacking);
c. strikes, lockouts, boycotts or blockades, regardless of whether the conflict is directed against or was started by us or by our organisation, and regardless of the cause of such conflict. The foregoing also applies if the conflict only partially affects us and other circumstances that are beyond our control.
15.2.2. Our exemption from liability in the event of force majeure does not apply if:
a. at the date of the entering into relationship with you we should have foreseen the circumstances giving rise to the loss, or if we should have been able to avoid or overcome the cause of the loss or consequences thereof by taking appropriate commercial precautions;
b. the legislation under all circumstances makes us liable for the circumstances giving rise to the loss.
16. TERMINATION
16.1. These Terms of Service are applicable to you from the moment you accept to be bound by them.
16.2. At any time and for any reason at its sole discretion, we may unilaterally terminate our relationship, your access to your Account and may halt any pending Transactions or execution of any payments with or without giving advance notice to you. We will incur no liability or obligation for the termination of our relationship. Our relationship with you may be terminated due to the reasons indicated below, however, the list is not exhaustive, and nothing shall prevent us from terminating your Account due to other reasons:
16.2.1. You have provided inaccurate and incomplete information about you of which we were not and were not able to be aware and if we were aware of such circumstances to exist before entering into a relationship with you, we would have not entered into the relationship with you;
16.2.2. There are major changes in your circumstances and if we were in such circumstances before entering into the relationship with you, we would have not entered into the relationship with you;
16.2.3. You failed to provide information on your changes in accordance with these Terms of Service;
16.2.4. You are in a material breach of these Terms of Service;
16.2.5. You are in a breach of these Terms of Service and such breach is not cured within the term indicated by us to you;
16.2.6. We reasonably that using your Account is associated with prohibited use in accordance with these Terms of Service;
16.2.7. Use of your Account, access to the Platform or our Services is suspended, and it is reasonably not expected to lift such suspension;
16.2.8. Use of your Match2Pay Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
16.2.9. You become subject to debt collection action or you are entered in the debtors’ register;
16.2.10. In our opinion, your activities or actions are damaging or may damage our image/reputation;
16.2.11. You are declared insolvent, become subject to debt relief proceedings, enter into composition proceedings or similar debt relief arrangements, are declared bankrupt, go into liquidation, shall be subject to compulsory winding-up or otherwise cease activities or commence cessation proceedings or enter into restructuring proceedings, unless the estate or you undergoing restructuring is entitled to enter into the agreement under the applicable legislation, and chooses to do so. At our request, in its judgment, the estate is obliged to decide whether it wishes to enter into the agreement within 24 hours;
16.2.12. Our service partners (e.g. payment service provider) are unable to support your use of Services;
16.2.13. You take any action that we deem as circumventing our controls, including, but not limited to, opening multiple Accounts or abusing promotions that we may offer from time to time; or
16.2.14. We are so required by the applicable law, court or competent government authority or our regulator;
16.3. We are not liable to you or any third party for the termination of our relationship with you irrespective of the termination reason. You shall be liable to reimburse any and all our direct and indirect damages and losses that were suffered regarding the termination of the relationship with the agreement on any of the grounds indicated in Article 16.2. of the Terms of Service.
16.4. Notwithstanding Article 16.2 of these Terms of Service, we can terminate our relationship with you at any time with no reason whatsoever issuing a termination notice by email to the address indicated on your Account.
16.5. You may terminate our relationship at any time by requesting to close your Account. Your request should be issued in writing by email from the address indicated on your Account and the termination request will only be processed if you have no pending obligation to us; otherwise, your Account will not be closed until you fulfill any and all your obligations towards us, unless we are in breach these Terms of Service and such breach was not cured upon your request issued by email and therefore, you are not able to fulfill your obligations. Such notice must be issued 30 (thirty) calendar days in advance. You understand and agree that your all Orders upon the receipt of the termination notice will be closed and we shall assume no liability in relation thereto.
16.6. Following termination of the relationship with you, we will transfer the remaining settlements of your balance held with us within 60 (ninety) calendar days unless such transfer is otherwise prohibited (i) under the law applicable to us; or (ii) by a court or administrative order.
16.7. Termination of the relationship with you will not release you from the proper fulfillment of all liabilities that arose before the termination of the relationship.
16.8. Even if the relationship is terminated, it will remain valid in the respect of outstanding claims at the time of termination of the relationship with you.
17. REFUSAL RIGHT
17.1. If you are an individual, in accordance with Article 6.22810(2)(2) of the Civil Code of the Republic of Lithuania, you are not granted the refusal right. By accepting these Terms of Service, you expressly confirm your acceptance to be bound by this provision.
18. WARRANTY
18.1. All information is provided “as is” without warranty of any kind, express or implied and your use of our Services is at your own risk.
18.2. To the extent permitted by law we do not warrant the reliability, availability, accuracy, completeness or timeliness of the information on the Platform. Without any limitation to the former, we do not warrant that any Services including, but not limited to, the Platform shall run without errors or defects and errors shall be adjusted. This includes (but is not limited to) implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.
18.3. We do not warrant that we will meet your requirements or will be available uninterruptedly or secure at any time or location. We do not warrant that its Services are free from viruses or other harmful content.
18.4. Although we strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any Order will be executed, accepted, recorded, or remain open. In the event of a significant system outage, we reserve the right to cancel any open Orders and/or suspend our activity indefinitely.
18.5. We do not warrant, endorse, guarantee or assume any responsibility for any product or service offered or advertised by a third party through the Services or through the Platform, and we will not monitor or be held liable for any interactions between you and third-party providers of products and/or services through the use of Services or access to the Platform.
18.6. Although we intend to provide accurate and timely information on the Website, the Website may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Website.
19. COMPLAINTS AND DISPUTES
19.1. We are committed to providing our Clients with a very high level of customer service, and your satisfaction is very important to us. In case you would like to make a complaint, we encourage you to follow the instructions published on the Website.
20. AMENDMENTS TO THESE TERMS OF SERVICE
20.1. We have the sole discretion to amend these Terms of Service as we may see it fit and necessary.
20.2. Updated Terms of Service will be published on our Website 7 (seven) calendar days in advance. We may inform you of such changes by sending an email to the email address provided on your Account, however, it is your sole responsibility to constantly check the Terms of Service and make yourself aware of any pending changes. You will be entitled to notify us by email if you are not willing to be subject to the updated Terms of Service before the updated Terms of Service come into effect. In such a case, our relationship with you will be terminated.
20.3. Notwithstanding Article 21.2 of these Terms of Service, in such a case if the change of these Terms of Service will be of material effect, we will send you an advance notice by email to the address indicated on your Account.
20.4. Any subsequent access to or use by you of the Platform shall constitute an acceptance of the amended Terms of Service.
21. COMMUNICATION
21.1. We conduct any and all communication with you via email at the address indicated on your Account. You are solely responsible for continuously checking your email as we might send important information in relation to our Services or your Account. All emails shall be considered as received on the day such emails were sent.
22. MISCELLANEOUS
22.1. Language. All communication with you will be handled in English.
22.2. Entire agreement. These Terms of Service will contain the entire agreement with respect to the relationship contemplated herein, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by it. The Parties shall execute any other instruments or documents or perform any other acts that shall be or may be necessary to effectuate and carry on the purposes set forth in this agreement.
22.3. No partnership. We are an independent contractor for all purposes. Nothing in these Terms of Service may be deemed to create a partnership, joint venture, employment or agency relationship.
22.4. Governing law. This agreement shall be governed by Lithuanian law and Lithuanian courts shall have jurisdiction to hear any disputes arising out of or in connection to this agreement. Any disputes between the Parties shall be settled amicably by way of a road negotiations between the Parties, and after exhausting the possibilities of such a solution, also by way mediation, arbitration proceedings or by a common court competent for the registered office of the Match2Pay.
22.5. Validity. These Terms of Service shall be valid as long as you use the Platform and Services.
22.6. Effect. All provisions of these Terms of Service which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of our liability, intellectual property restrictions and reimbursement of damages.
22.7. Accrue rights. Termination of the relationship will not affect our or your accrued rights and obligations except unless such rights were accrued unlawfully or in breach of these Terms of Service.
22.8. Enforceability. No provisions of these Terms of Service shall be enforceable by any other person other than you and us.
22.9. Assignments. We are entitled, without your prior consent, to assign or transfer in any other way our rights and obligations arising out of or related to these Terms and Conditions to any third party, whether in whole or in part. In such a case, the relationship will continue in force, without changes, with the new party entering instead of us as the contracting party. You are not entitled to assign or in any other way transfer your rights and obligations arising out of or related to these Terms and Conditions to any third party, whether in whole or in part without our prior consent in writing.
22.10. Sub-contraction. We are entitled to sub-contract any third party for the purposes of provision of Services to you.
22.11. Invalidity. In case any provision of these Terms of Service is recognised as invalid or impossible to implement, it shall not have an impact on the validity of the remaining provisions of these Terms of Service. The provision that is invalid or impossible to implement shall be replaced by another legally enforceable provision, which as much as possible will have the same legal and economic result that was expected when setting the provision that was recognised as invalid and/or impossible to implement.
22.12. Waiver. Any failure or delay in exercising any right or remedy in one or many instances shall not prohibit Match2Pay from exercising it at a later time or from exercising any other right or remedy. No part of these Terms of Service may be waived, modified, amended, or supplemented in any manner whatsoever except by Match2Pay in writing.
22.13. Effect. All provisions of these Terms of Service which by their nature shall be intended to continue shall survive termination of our relationship, including terms relating to exclusions and limitations of Match2Pay liability, intellectual property restrictions and reimbursement of damages.
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