Terms and conditions for widget and API integration services

1.General provisions

1.1.Object of the Terms: the present Terms determines the main terms and conditions between You and Mercuryo when the You register in the System, open an Account and uses places on Your Website or Mobile application Widget or other interface provided through Mercuryo API integration to allow Your Users to make transactions with crypto assets using Mercuryo services. Besides, the present Terms, relationship between the Company and Mercuryo related to the provision of Services are regulated by Application You submitted to Mercuryo, legal acts, Supplements to the Terms concluded with the Client, rules and principles of prudence and justice applied to the Client.

1.2.The present Terms shall be carefully examined by the Client before the Client decides to register in the System, open an Account and use Mercuryo Services provided by Mercuryo.

1.3.Mercuryo may modify these Terms by providing notice of such changes, such as by sending to the Client’s e-mail address registered in the System, providing notice through the System, or updating the “Last Updated” date at the top of these Terms. By clicking on an “I Agree with the Terms of Services” button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. Mercuryo encourages you to frequently review the Terms, at least on a monthly base, to ensure you understand the terms and conditions that apply to your access to, and use of, the Services. If you have any question regarding the use of the Site or Services, please contact our Support Team by filing a support request at support@mercuryo.io.

2.Definitions

2.1.Account — a profile on the Mercuryo website, created by Mercuryo and its affiliated companies for the Company upon registration, containing the Company’s particulars and allowing to have access to control over the Widget and/or API interface, statistical data and the Company’s balance.

2.2.Agreement — scope of terms and conditions applicable to the relationship between a Company and Mercuryo specified in Terms and Company’s Application approved by Mercuryo.

2.3.API interface — application programming interface provided by Mercuryo to the Company for connecting Users to interface which provides Users with technical solution for conclusion of On/Off ramps transactions.

2.4.Application — Company’s application for conclusion of the Agreement with Mercuryo which is submitted to Mercuryo using Account or in written format.

2.5.Acquiring commission — сommission payable by the Company for card acquiring services provided to Users if the Company collects from Users Upper commission.

2.6.Company’s Website — an information system on the Internet, belonging to the Company on legitimate grounds hosted at website specified in Application.

2.7.Integration type — type of integration of Mercuryo service provided by Mercuryo to the Company’s website and/or mobile application to be the used by the Company to let Users to conclude On/Off ramps transactions.

2.8.Intellectual Property Rights — registered and unregistered trademarks and service marks (including any trade, brand, business names, titles or logos used to differentiate products and services), patents, registered and unregistered designs, design rights, rights in trade, business or domain names, copyright, databases rights, and all other intellectual property rights, including applications for the grant of any of the foregoing and the right to apply for the grant of any of the foregoing, now or in the future, in any part of the world and any similar rights situated in any country together with all rights of actions, remedies, benefits and powers relating to any of the foregoing.

2.9.Subscription Fees — сommission payable by the Company to Mercuryo for provision to the Company of Mercuryo services.

2.10.Mercuryo Website — the official Mercuryo website mercuryo.io

2.11.Services — software developed by Mercuryo and its affiliated companies including Widget and API interface.

2.12.On/Off ramps transactions — Users’ transactions on purchase and sell of virtual currencies.

2.13.Terms — these Terms and Conditions for Widget and API Integration Services.

2.14.Upper Commission — сommission payable by an User above the Mercuryo Commission in favour of the Company.

2.15.You or Company — a company which submitted to Mercuryo application for conclusion of the Agreement using Account or by submitting application in written format.

2.16.User — any verified user of the Company that aims to purchase virtual currencies through the Mercuryo services who accesses the Mercuryo services through Widget and/or API interface on the Company’s Website or mobile application.

2.17.Widget — an independent software module of the Mercuryo that is placed on the resources agreed on with Mercuryo and its affiliated companies (the websites on the Internet) to provide Users with technical solution for conclusion of On/Off ramps transactions.

2.18.Personal Data — any information relating to an identified or identifiable natural person (Data Subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.19.Data subject — Identified or identifiable natural person/s.

2.20.Data Processor — the natural or legal person, public authority, agency, or any other body  which processes Personal Data on behalf of the Data Controller.

2.21.Data Controller — the natural or legal person, public authority, agency, or any other body  which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

2.22.Subprocessor — any Data Processor engaged by the Data Processor or by subprocessor of the Data Processor to Processing of the Personal Data on behalf and in accordance with the instructions of the Data Controller and Data Processor.

2.23.Data Protection Law — means data protection regulation applicable to the Parties.

3.Subject of the Agreement

3.1.Mercuryo undertakes to provide the Widget and/or API interface to the Company for use in accordance with the terms of the Agreement and the applicable Commissions, and the Company undertakes to accept the Widget and/or API interface for use in accordance with the terms of the Agreement.

3.2.The Parties agree that the Agreement is concluded on mutually beneficial terms for the Parties.

3.3.For the purpose of the Agreement Mercuryo grants to the Company a worldwide, limited, non-exclusive, non-transferable, non-assignable, revocable license for the Widget if Widget is chosen as Integration type in Application or for API interface if API interface is chosen as Integration type in Application or for both if Widget and API interface are chosen as Integration type in Application (hereinafter “License”). The duration of the License is limited to the duration of the Agreement. The License cannot be used for the purpose other than stated in the Agreement. Mercuryo guarantees that it has the copyright for the Widget and API interface and is authorized to grant such License. The Company is not authorized to grant the License to third parties.

4.Order of service provision

4.1.Obligations of the Company:

4.1.1.to establish a Company Account with Mercuryo;

4.1.2.to complete the integration works in accordance with the integration documents provided by Mercuryo and follow Mercuryo’s reasonable instructions with regards to the technical integration of the Widget and/or API interface into Company’s Websites and software applications;

4.1.3.to acquire, implement and maintain all software required to fulfil its obligations under the Agreement;

4.1.4.to provide all reasonable assistance to Mercuryo or the regulatory body to assist them with any investigations being carried out in respect of the Company’s activities;

4.1.5.to provide Mercuryo with all documents and information required for completion of the Company due diligence by Mercuryo;

4.1.6.to place appropriate interface for usage of the Widget and/or API on the Company’s Website(s) / Application(s);

4.1.7.to get Mercuryo's written approval via email: a.firstov@mercuryo.io and support@mercuryo.io in relation to third parties (e.g. Company’s partners or other persons) with whom the Company interacts within the Mercuryo Widget and/or API interface in accordance with the Clause 6.2.

4.1.8.to notify Mercuryo of any changes of the Company’s Website(s)’s or mobile application’s owner;

4.1.9.to pay commissions to Mercuryo as specified hereunder

4.1.10.to check email inbox, Account and other instruments used for reception of notifications indicated on the Account at least once a business day, in order to get acquainted with notifications about changes in the Terms in time.

4.2.Company guarantees that Company’s Website(s) and mobile application(s) do not violate any customer/client/visitor’s rights, Company’s Website(s) and mobile application(s) operate in full accordance with applicable law, Company does not offer any illegal goods or services and Company’s Website(s) does not contain any information restricted in the Company’s jurisdiction. If according to the applicable law Company has the obligation to obtain any official license to conduct its activity, Company guarantees that it has legally obtained such license and this license is valid at the moment of conclusion of the Agreement and it will be valid until termination of the Agreement.

4.3.Rights of the Company:

4.3.1.to request a timely payout of Upper Commission (if applicable);

4.3.2.to have access to statistical information about transactions executed via the Widget and/or API interface, balance, payment history.

4.4.Obligations of Mercuryo:

4.4.1.to provide the Company with access to an Account in the Mercuryo system;

4.4.2.to ensure that the Mercuryo services and Mercuryo obligations under the Agreement are carried out in accordance with applicable law.

4.5.Rights of Mercuryo:

4.5.1.if necessary, Mercuryo may request from the Company additional information about the merchant, the nature of its activities, as well as other information required to complete the procedures of AML, KYC;

4.5.2.Mercuryo may conduct additional procedures for AML, KYC of the Company or Users;

4.5.3.to suspend or refuse providing Mercuryo services and supporting integration via Widget and/or API interface in the event of any circumstances preventing their providing, including but not limited to material change of law, and such suspension or refusal shall not entail any penalties or claims from the Company under the Agreement;

4.5.4.to recover damages arising from providing the Widget and/or API interface for use by third parties without the written consent of Mercuryo. All fines imposed to Mercuryo by banks, regulators, payment systems or other authorized bodies for illegal use of the Widget and/or API interface on the Company's Website or mobile application by third parties shall be compensated by the Company;

4.5.5.to adjust its commission and fees in accordance with any changes in fees charged to Company by a third party. Company will use commercially reasonable efforts to inform the Company of any such fee changes at least thirty (30) calendar days prior to the fee changes taking effect, unless Company has been notified by the third party of said changes within a shorter timeframe or is required to pay such charges in a shorter timeframe.

5.Commissions

5.1.The commission of Mercuryo for User’s purchase and sale of cryptocurrency using the Widget and/or API interface constitutes percentage mutually agreed by the Parties in Application submitted by the Company and approved by Mercuryo. The commission of Mercuryo for User’s purchase and sale of cryptocurrency is set independently based on the Mercuryo Service Terms published on the Mercuryo website. The Service Terms published on the Mercuryo website may change from time to time.

5.2.The Company independently sets the amount of remuneration by establishing the Upper Сommission of the Company (above the Mercuryo Commission of the total amount of conversion of the User) through the Account.

5.3.Mercuryo will collect from the User:

5.3.1.the virtual currency cost, and

5.3.2.the Mercuryo сommission as specified in articles 1.1 herein,

5.3.3.the Upper Commission (if applicable),

5.3.4.other applicable commissions.

5.4.Mercuryo will collect from the Company:

5.4.1.Subscription Fees. Company shall pay Mercuryo every month Subscription Fees in the amount specified in the Account starting from the first day of provision of Mercuryo services.  The Subscription Fees may vary depending on the Services provided to the Company, the payment plans and other applicable details which are available to the Client in the Account. Subscription Fees shall be paid until the third business day of each month.

5.4.2.Acquiring commission. Mercuryo is entitled to withhold on monthly basis Acquiring commission from Upper commission the Company chose to receive under Clause 5.2 herein. Amount of Acquiring commission shall be calculated by Mercuryo based on the invoices from the acquirers that processed payment transactions of Users. In case of written request submitted by the Company Mercuryo can provide the Company with information received from the acquirer that can justify the amount of the Acquiring commission. Acquiring Commission shall be paid within three business day after invoice is submitted to the Company if not withhold by Mercuryo from the Upper commission;

5.4.3.Additional commissions agreed by the Parties

6.Onboarding of Company’s partners

6.1.The Company is required to obtain Mercuryo email approval of a list of sites for placing the Widget and/or API interface.

6.2.The Company is obliged to coordinate with Mercuryo its partners (or other persons) with whom it interacts via the Widget and/or API interface. It is not allowed to use the Widget and/or API interface by third parties, whether partners of the Company or other persons who have gained access to the Widget  and/or API interface through the Company without the prior written consent of Mercuryo. In order to get the written consent of Mercuryo such Company’s partners (or other persons) should successfully undergo Mercuryo’s Know-Your-Business procedure and provide Mercuryo with the following information and documents:

• Application form provided to the Company by Mercuryo;
• Website domain address of the Company’s partners (or other persons) where Widget and/or API interface should be placed;
• Proof of the right to use the Website where Widget and/or API interface should be placed by the Company’s partner (or other persons);
• Extract from the official commercial register regarding the Company’s partner (or other persons);
• Additional information and documents necessary for Know-Your-Business due diligence procedure.

6.3.If the Company interacts with partners (or other persons) only by providing them with the link to the Company’s Website page where Widget and/or API interface is published (without interacting with partners (or other persons) via the Widget and/or API interface) Company should only provide Mercuryo with the Website domain address of the Company’s partner (or other persons).

6.4.Company may interact with partners (or other persons) only after receiving a written approval from Mercuryo. Mercuryo retains the right to prohibit the use of the Widget and/or API interface by third parties at its sole discretion at any time.

7.Commissions

7.1.The Company hereby represents and warrants that:

7.1.1.it is duly incorporated and has full power, authority, and capacity, to enter into, execute, deliver, and carry out or perform its obligations under the Agreement and has taken the requisite steps for this purpose;

7.1.2.the entry into and performance of the terms and conditions of the Agreement does not and shall not contravene or conflict with its constitutional documents, articles of association, any law, statute, regulation or other instrument binding on it or any of its assets, or any Agreement or document to which it is a party or is binding on it or any of its assets;

7.1.3.it holds and is in compliance with all necessary certificates, licenses, registrations, permits, consents or other authorisations required in the course of its business;

7.1.4.it has all requisite power, capacity and authority to enter into the Agreement and the execution and delivery of the Agreement have been duly authorised by all necessary action on its part, (or its board of directors or similar governing body, as applicable), and no other action or proceeding is necessary to authorise the execution and delivery of the Agreement;

7.1.5.the Agreement constitutes and expresses its legal, valid, and binding obligation and is enforceable against it in accordance with the conditions and terms herein stipulated;

7.1.6.there are no actions, suits, arbitration, government investigation, audit or other proceedings pending, and or to the best of its knowledge, threatened against it capable of undermining its capacity to execute the Agreement and or consummate the transaction to which it relates;

7.1.7.it will neither do nor allow anything to be done that may prejudice the interest of the other party under the Agreement;

7.1.8.its operations are carried out in compliance with all applicable laws;

7.1.9.under no circumstances onboard Users or process (or assist in processing) transactions in violation of the applicable anti money laundering regulations (or any other applicable law) or any policy (aimed at combating money-laundering, anti-bribery and corruption, organised crime or terrorism).

8.Liability and indemnity

8.1.Neither Party excludes or limits its liability under the Agreement to the other Party in respect of:

8.1.1.death or personal injury caused by its negligence or the negligence of its employees acting in the course of their employment;

8.1.2.any fraudulent misrepresentations made by it on which the other Party have relied; or

8.1.3.any other liability which, by applicable law, is not permitted to exclude or limit; or

8.1.4.wilful misconduct.

8.2.Mercuryo shall not be liable to the Company under the Agreement for any of the following loss and damage whatsoever (including, but not limited to, costs and expenses relating to or arising out of such loss and damage) whether arising from contract, tort (including negligence or breach of statutory duty) or otherwise and even if Mercuryo has been informed of the possibility of such loss and damage:

8.2.1.loss of revenue, profits, interest, reputation, anticipated savings or goodwill;

8.2.2.loss or restitution of data; or

8.2.3.any indirect, special, or consequential damage or loss.

8.3.Subject to Clauses 1.1 and 1.2, Mercuryo’s total liability to the Company, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited, in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, to the equivalent of the total Subscription Fees actually paid by the Company in that period.

8.4.The terms of this Clause 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or termination, for whatever reason, of the Agreement.

8.5.Nothing in this Clause 8 will limit or exclude the Company’s obligation to pay the commissions as they fall due for payment in accordance with the terms hereof, or its liability to Mercuryo in the event of its failure to pay the fees in accordance with the Agreement.

8.6.Company confirms, that it agrees, that Widget and API interface and any software necessary for provision of Mercuryo services is provided AS IS without guarantee of uninterrupted and steady functioning.

9.Customer support

9.1.Mercuryo is committed to ensuring the smooth operation of the Widget and/or API interface. Uptime is 24 hours a day 7 days a week. In case of maintenance Mercuryo is obliged to inform the Company no later than 24 hours before conducting of maintenance.

9.2.For all questions regarding the functioning of the Widget and/or API interface, Users can contact Mercuryo 24 hours a day 7 days a week by email support@mercuryo.io or by support chat in the Widget. Average support response time is 20 minutes, during the night time support response time could vary.

10.Confidentiality

10.1.During the term of the Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of the Agreement and only to the extent necessary for such purpose and will disclose the other party’s Confidential Information only to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party.

10.2.Notwithstanding the foregoing, it will not be a breach of the Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding.

10.3.The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other party; (ii) is known to either party without restriction, prior to receipt from the other party under the Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder.

11.Intellectual property rights

11.1.Any Intellectual Property Rights owned by a Party prior to the date of the Agreement (“Pre-existing IP”) shall remain the sole property of that Party and nothing in the Agreement, nor the performance of either Party of their obligations under it shall provide either Party with any right, title or interest in the Pre-existing IP of the other Party.

11.2.All Intellectual Property Rights which are created pursuant to the provision of the Mercuryo services by Mercuryo shall vest on creation in Mercuryo and shall remain its sole property (including any Intellectual Property Rights that may subsist in any transaction report, summary or other data produced pursuant to the use by the User or Company of the Mercuryo services, or which is otherwise provided to the User or Company by Mercuryo).

12.Force majeure

12.1.The Parties are freed from being held responsible for complete or partial non-fulfilment of their liabilities under the Agreement in case the non-fulfilment of the duties was caused by force-majeure, namely: fire, inundation, earthquake, strikes, wars, actions of state bodies, or other events beyond control of the Parties. The Party that cannot fulfil its liabilities under the Agreement must timely but no later than 10 days after the occurrence of force majeure circumstances notify the other Party in writing with the provision of substantiating documents issued by the competent authorities. The Parties admit that the insolvency of the Parties is not a force majeure event.

13.Right to audit and revision of services

13.1.In order to assess the performance and sustainability of the partnership envisaged under the Agreement Mercuryo will have a right to audit the systems and data utilised or provided by the Company under the Agreement.

13.2.The Company shall, at any time requested by Mercuryo make such information or data available for review and audit (including copies and extracts of records as required) by Mercuryo.

14.Termination

14.1.The Agreement is concluded for a period of twelve (12) months starting on the date when Application is approved by Mercuryo by countersigning of written Application or by opening of the Account and shall be automatically renewed for 12 months provided that no Party has requested termination of the Agreement 30 (thirty) days before the end of the current 12 months period.

14.2.Without prejudice to the terms specified in article 1.1 hereof Mercuryo may terminate the Agreement unilaterally by sending written notification (30) days before the date of termination or immediately:

14.2.1.upon the occurrence of a material breach of the Agreement by the Company if such breach is not remedied within thirty (30) business days after written notice is received by the Company, identifying the matter or circumstances constituting the material breach; or

14.2.2.if the Company violates or fails to comply with any applicable law, regulation or any order issued by a competent court or government authority.

14.3.The Parties may terminate the Agreement by mutual agreement.

15.Data Protection

15.1.If the Company provides Mercuryo with Users’ personal data the Parties shall comply with the data processing procedure specified in this section.

15.2.General Requirements. The Parties acknowledge in processing the Personal Data in the context of the Agreement that Mercuryo acts as the Data Processor/Sub-processor and Company as the Data Controller/ Data Processor of such Personal Data.

15.3.Parties shall process the Personal Data only for the purposes of providing the Services in context with the Agreement.

15.4.Each Party agrees that, in the performance of its obligations under this Agreement, it will comply with the applicable Data Protection Law. Each Party warrants and undertakes to the other Party that, to the extent permitted by the applicable laws of the country of its incorporation:

15.4.1.it will, and its authorized persons will, process Personal Data solely for the purpose of complying with the Party’s obligations hereunder;

15.4.2.it shall not disclose or transfer, or process Personal Data save in accordance with the data protection laws of the country in which the respective Party is established; and

15.4.3.upon reasonable request of the other Party, the first mentioned Party will submit its Personal Data processing facilities and documentation, for reviewing or auditing by the other Party (or an independent inspection agent or auditor selected by the other Party), to ascertain compliance with this clause;

15.4.4.may appoint any third party to process the Personal Data (Subprocessor) and is ensuring that  agreement with any subprocessor will be signed with the same level of Personal Data protection which is applicable to each Party. Each Party remaining liable for the performance of any Personal Data Processing operations transferred to the Subprocessor.

15.5.Either Party shall immediately notify each other and fully cooperate if it becomes aware of or suspect any breach of any Data Protection Law and shall, as soon as reasonably practicable, seek to identify and remedy the source of such breach.

16.Choice of law and place of jurisdiction

16.1.The Agreement will be governed by and construed in accordance with English law, and all claims and disputes between the Parties or any of them arising out of or in connection with this Agreement will be determined in accordance with the laws of England.

16.2.Each Party submits to the exclusive jurisdiction of the competent court of law in England in relation to all claims, disputes, differences or other matters arising out of or in connection with this Agreement.

17.Notices

17.1.The addresses for service of a notice are as follows:

17.1.1.Mercuryo:

Address:  810 Quayside Drive, suite 205, New Westminster, BC V3M 6B9, Canada
Email: support@mercuryo.io

17.1.1.Company:

Address and Email shall be identified in Application.

17.2.Parties can use Account as communication channel. All notices sent to the Party using the Account shall be regarded as serviced through communication channels specified above.

18.Amendments to the Terms

18.1.Mercuryo has the right to unilaterally amend and/or supplement conditions of the Terms by following the notification procedure set forth in the present Terms.

18.2.The Company has no right to change and/or amend conditions of the Terms unilaterally.

18.3.If the Company does not agree to amendments or supplements of the Terms, it has the right to refuse from provision of Services and terminate the Agreement notifying Mercuryo thereof 30 (thirty) days in advance.

18.4.The Company acknowledges that notifications sent by Mercuryo via the Account or to the e-mail address registered with the Account, as the case may be, shall be deemed as properly provided.

19.Concluding provisions

19.1.The Company concludes the Agreement voluntarily, herewith the Company:

19.1.1.has fully read the terms of the Agreement;

19.1.2.fully understands the subject of the Agreement and the terms and conditions of the Agreement;

19.1.3.fully understands the significance and consequences of their actions regarding the conclusion of the Agreement.

19.2.The Company may not assign or transfer its rights or obligations under the Agreement, in whole or in part, to any third party without the prior written consent of the Mercuryo. Any such assignment or transfer without the prior written consent of the Mercuryo is null and void.

19.3.Whenever possible, the provisions of the Agreement shall be interpreted to be valid and enforceable in accordance with applicable law. However, if one or more provisions of the Agreement are declared invalid, illegal or unenforceable (in whole or in part), the remaining provisions and provisions of the Agreement will not be affected and will continue to operate in full force.

19.4.A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy and shall not be deemed a waiver of any subsequent right or remedy.

19.5.The Agreement has been entered into on the date of the approval of the Application by Mercuryo by countersigning of written Application or by opening of the Account.