User Terms and Conditions / User Agreement

WALLETI LTD (the “Company”) is a company established under the authority of RAK DAO, a virtual asset authority existing out of Ras Al Khaimah in the United Arab Emirates. The Company provides an API whereby cards which are licensed and sold by a retailer having the license to do so, can be availed from a provider of such products through the use of Walleti’s platform and thereby, Walleti’s API (the “Platform”) – explained in more detail below. 

Your (the “User’s”) use of the Platform shall be governed by these general terms and conditions (“Terms and Conditions”), which shall form a legal binding agreement between you and the Company. While these Terms and Conditions cover your acces and use of the Platform, additional terms and conditions may be applied by the third parties involved in completing the Transaction. The “Transaction” is defined for the sake of these general terms and conditions, as the transaction entered into between the card provider, User and platform that redeems the card for products offered on their platform. For additional clarity, the card retailers sell the cards and receive monetary payment for the cards, which cards can then be used to avail virtual assets from licensed exchanges with the use of Walleti’s API. Walleti is therefore the technology provider behind the Transaction only and provides the platform from which card holders can redeem their cards directly from licensed exchanges. 

It shall be your responsibility to familiarise yourself with these Terms and Conditions in full (and any additional terms and conditions of a Transaction and/or third-party terms and conditions of a Transaction – whether linked on our Platform or not). The Company may amend these (and/or other) terms and conditions without prior notice to you. It shall be your responsibility to periodically check these Terms and Conditions, to make sure nothing has changed, as changes shall be without prior notice to you. 

These Terms and Conditions shall become effective when you click “I agree” indicating that you have read, understood and accepted these Terms and Conditions. Clicking “I agree” shall evidence that you have read and agreed to these Terms and Conditions in full. 
 
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. YOU SHOULD BE AWARE THAT THERE IS A RISK OF LOSS IN ACQUIRING OR HOLDING VIRTUAL ASSETS AND THAT THIS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE ENSURE THAT YOU ARE FAMILIAR WITH VIRTUAL ASSETS BEFORE ACQUIRING THEM (AS THE COMPANY DOES NOT ADVOCATE FOR ANY VIRTUAL ASSET WHICH IS AVAILABLE ON AN EXCHANGE AND/OR OTHER FORM OF SECONDARY MARKET AT ANY TIME) AND  CAREFULLY CONSIDER WHETHER ACUIRING OR HOLDING VIRTUAL ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION (FOR WHICH YOU SHOULD SEEK INDEPENDENT FINANCIAL ADVICE). PLEASE ALSO READ THE RISK DISCLOSURES IN THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING TO USE THE WALLETI API AND/OR WALLETI PLATFORM. 

1.    Interpretation and defined terms

1.1.    Capitalized terms are defined terms and shall have the meanings assigned to them in the Glossary (unless the context requires otherwise) in Schedule 1 of these Terms and Conditions, which forms part of these Terms and Conditions.

1.2.    In these Terms and Conditions:


1.2.1.    References to any Applicable Laws and Regulations includes a reference to the relevant provision in the Applicable Laws and Regulations, as amended, extended, consolidated, substituted or re-enacted from time to time; and

1.2.2.    References to:

a.    A “party” means either us or you, and “parties” means both of us;

b.    “person”, whether capitalized or not, means an individual or a legal entity (which include but are not limited to a sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority or other entity of any nature), as the context requires;

c.    Terms defined in Applicable Laws and Regulations have the same meaning as in those Applicable Laws and Regulations, unless otherwise defined in these Terms and Conditions or the context requires otherwise;

d.    Terms importing the singular shall be deemed to include the plural and vice versa; and

e.    Sections, Clauses, Sub-Clauses and headings are for guidance only and shall not affect the interpretation of these Terms and Conditions.

1.3.    Any translation of these Terms and Conditions or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of these Terms and Conditions or other documents shall prevail.

2.    Overview of Our Technology

2.1.    Walleti provides the technology for store bought cards to be availed by licensed businesses through the use of its innovative API (the “Technology”). 

2.2.    Users will be required to create an account in order to access the Technology. More detail on account creation is covered in the sections of these Terms and Conditions to follow. 

2.3.    It is integral to note that the Platform is provided solely to bridge the gap between retailers, Users and licensed exchanges. Each party involved in the Transaction has the appropriate license with which to carry out that activity, in the United Arab Emirates. Walleti is the technology provider in the Transaction but not the party executing the Transaction. Any claims and/or disputes, should be with the applicable third-party directly, to the exclusion of the Platform and Company in their entirety. More on this has been included in the Disputes section of these Terms and Conditions. 

2.4.    A User may be required to pay fees to perform a Transaction (i.e gas fees on a blockchain network and/or fees charged by a relevant exchange) and/or other charges as set out in the additional terms and conditions provided by the third-party service provider to that part of the Transaction. These will be automatically applied as at the time of making the Transaction however, it is your responsibility to ensure you are familiar with these and consent to them before concluding the Transaction, as some Transactions may be irreversible.   

2.5.    As at the time of acquiring the cards, an obligation shall have been created between the retailer (as the seller of the cards) to the User (as the person having purchased the card) for a licensed exchange to honor the value of the card in exchange for virtual assets available on its platform. Walleti provides the API which the exchanges use to complete the Transaction. The User therefore acknowledges, agrees and accepts that the Company ultimately has no control over the Transctions, the virtual assets of other Users or those held on an exchange, methods of transfer and/or payment for a Transaction and/or the virtual assets that are available from an exchange upon redemption of a card. 

2.6.    The User affirms that it is aware, acknowledges and accepts that the Company is a non-custodial Platform provider and as such, the Company does not have custody or control over any of the virtual assets associated with a Transaction, nor does it manage the funds and/or virtual assets of any User in any way whatsoever. The User further acknowledges and accepts that the Company does not control and/or have any control over any of the third parties involved in any Transaction and that the Company and its Technology/API is independent of the actions/inactions of any retailer and/or exchange. 

2.7.    For the avoidance of any doubt, due to the non-custodial and decentralized nature of the technology, the Company is not an intermediary, agent, advisor, or custodian, and does not have a fiduciary relationship or obligation to the User regarding any decisions and/or activities that result from a redemption of the card with a licensed exchange. The Company provides the technology to make the Transaction possible but the exchange will be the party redeeming the card. 

2.8.    Furthermore, the Technology has been deployed by the Company in a decentralized environment wherein the Technology can be autonomously and directly accessed by Users without involvement from the Company and/or any third-party (save for the collection of KYC when creating an account – but which shall not be deemed to be a part of the Transaction. This is solely part of creating an account on the Platform, to access the technology available from the Company). 

2.9.    By providing the Technology, the Company is not advocating for a Transaction to take place, nor is the Company advocating for the procurement of virtual assets or a virtual asset acquired by a User from an exchange, nor is the Company providing any financial advice, in any way whatsoever. It is for the User to do their own due diligence on the virtual asset(s) before acquiring them and consulting with a financial advisor wherever necessary. Where a User enters into a Transaction, the User shall be deemed to have familiarized themselves with the virtual asset(s) of choice and entered into the redemption process of cards for tokens, fully understanding the risks and possible implications that a Transaction involves.  

3.    Applicable Laws and Regulations

3.1.    Your conduct on the Platform is subject to the laws, regulations, and rules of any governmental or regulatory authority that applies to Company, as enacted, replaced or amended from time to time (the “Applicable Laws and Regulations”). The Applicable Laws and Regulations in relation to Company include without limitation; the rules of RAK DAO and any guidelines which they publish in relation to the Company and/or any of the Technology; The federal and emirate-level laws and regulations in force in the United Arab Emirates, to the extent applicable, including without limitation the relevant United Arab Emirates legislation and implementing regulations on Financial Crime and confidentiality. Additional laws, regulations and rules may apply to you because of your country of residence, where you normally reside or are domiciled, and it shall be your responsibility to ensure you are aware of these and act in accordance (where and as applicable). 

3.2.    By continuing to access and/or use this Platform, you expressly agree to comply at all times with the Applicable Laws and Regulations, and should take the time to familiarize yourself with any additional rules and regulations which may apply to in the country you are domiciled in.

4.    Third Party Services

4.1.    The sale of cards and redemption of such cards, are services provided by third party service providers who have a license to provide such services. The Company may therefore market and/or otherwise provide information on such third parties (“Third Party Services”). You acknowledge such information and that the Company may receive fees from the third party providers in return for our marketing and/or making the Third Party Services accessable to the User. 

4.2.    Third Party Services may be provided subject to additional terms and conditions of the third party providers. You agree to comply with all such additional terms and conditions. All Third Party Services will be accepted by you “as is” at your own risk. The Company makes no representations and provide no warranties whatsoever, expressed or implied, and will not have any liability whatsoever, in respect of: (i) the scope, quality, merchantability, suitability or fitness for any use or purpose of any Third Party Services; or (ii) any offers, representations or commitments made to you by any third party providers. 

4.3.    You agree that the Company’s role is limited to marketing or providing the technology to make the Transaction with a third party service provider possible and the Company will not be responsible for the provision of Third Party Services or any liability arising out of the Third Party Services, including for any negligence, breach of any statutory or other duty, or failure to comply with the terms and conditions of such Third Party Services, by the third party provider and/or any other party associated in any way, directly or indirectly, with such Third Party Services. 

4.4.    You expressly acknowledge that you will only have recourse against the third party providers and you will have no right of set-off or any other recourse against us. If there is any dispute between you and the third party provider, your obligations to us will not in any way be affected by such dispute or any opposing claim or right of set-off that you may have against such third party provider. You must raise any claims, complaints and/or disputes in relation to any Third Party Services directly with the relevant third party providers. 

4.5.    We will not, at any time, be deemed to be the supplier or issuer of any Third Party Services and unless otherwise expressly stated by us, we will not be deemed to be the agent or representative of any third party providing the Third Party Services. 

4.6.    You understand that Third Party Services are offered by third parties and outside of our control. We make no promises about any Third Party Service, including without limitation its reliability, availability or ability to meet your needs. We provide Third Party Services “as is”. We cannot and do not ensure continuous availability of Third Party Services. You understand and agree that a Third Party Service can change or be discontinued at any time without notice to you.

4.7.    The Company may offer you additional services/technology at our sole discretion from time to time. Such additional services/technology will be subject to terms and conditions and notified or made available to you (or included in these Terms and Conditions from time to time).

5.    Eligibility

5.1.    In order to acces the Technology, you will need to create an account. This will only be possible after you satisfactorily clear all the verifications and Know Your Client (KYC) requirements the Company is required to undertake in accordance with the Applicable Laws and Regulations in order to register an account for you, including the prevention of Financial Crime Act in the United Arab Emirates, and after you have provided any information required by the Company in order to open said account. Therefore, you understand and agree that you will only have access to a Transaction after we are satisfied that you:

a.    Are a natural person, twenty-one (21) years old or above, and are of legal age and have the capacity to enter into binding agreements under the Applicable Laws and Regulations; or, are a legal person, that you are duly organized and validly existing under the Applicable Laws and Regulations;

b.    Comply with all of the terms and conditions outlined in these Terms and Conditions. 

c.    Have not previously been suspended or terminated as a user of any other Company and/or any other virtual asset Platform that we are aware of;

d.    Must declare if you already hold, or have access to, an account on the Platform;

e.    Have full power and authority to enter into these Terms and Conditions and in doing so will not violate any other agreement to which you are a party;

f.    Have had the opportunity to seek legal, accounting/financial, taxation, and other professional advice regarding procuring virtual assets, your use of the Platform and/or participation in a Transaction and these Terms and Conditions; 

g.    are not a Restricted Person (defined in the provisions to follow), or accessing the Platform while located in, under the control or on behalf of, or a national or resident of any Restricted Location;

h.    Ensure that all information provided to the Company and on the Platform is complete and accurate at all times;

i.    Maintain the security and confidentiality of access to the cryptocurrency wallet address in which you will receive the virtual assets after using the store bought card, via private keys, access credentials, or otherwise (and at all times);

j.    Acknowledge and agree that the Platform has been provided on an “as is” and “as available” basis, only and that from time to time, the Platform  may be inaccessible or inoperable for various reasons, including, without limitation, equipment malfunctions, periodic maintenance or repairs, causes beyond the control of Company or which are not reasonably foreseeable by Company, disruptions and temporary or permanent unavailability of the underlying blockchain infrastructure, including of the supported protocols or any staking-related infrastructure, unavailability of third party service providers or external partners for any reason. In such a case, you may be prevented from accessing or using the Platform and the Technology until such case has been cleared;

k.    Acknowledge that the Platform is provided as a means through which the Users can complete Transactions pursuant to their own perogtaives and initiatives, without any endorsement or recommendation of cryptoasset transaction activities having been provided by the Company. In doing so, the Company is not recommending that the User engage in the Transactions, and the User should not regard the Platform or any Company as involving any form of recommendation, invitation or inducement to deal in virtual assets, exchnage transactions, or anything which is similar;

l.    Acknowledge, agree and accept that the Company does not act as an agent for any User, or for any party or parties involved in the Transaction, or as may otherwise use any underlying blockchain infrastructure that is involved in any of the Transactions and/or which may be accessible through the Patform, without exclusion, in any way whatsoever;

m.    Are solely responsible for your use of the Platform and the Technology, interactions with other parties involved in the Transaction, including all transactions of virtual assets that you may make in any capacity through the Platfrom whatsoever;

n.    In connection with using the Technology to engage in a Transcation, you will only transact with legally obtained cards that belong to you;

o.    Will obey all Applicable Laws and Regulations in connection with using the Technology. You will not use the Platform and/or the Technology if the laws of your country, or any other applicable law(s), prohibits you from doing so;

p.    Are solely responsible for reporting and paying any taxes applicable to your use of the Technology and/or any other Transactions and the virtual assets you receive from these;

q.    Acknowledge and affirm that you are not and have not been:

(i)    the subject of economic or trade sanctions administered or enforced by any governmental authority;

(ii)    otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Office of Financial Sanctions Implementation of the UK’s HM Treasury, the EU’s Financial Sanctions Database or United Nations sanctions); or

(iii)    a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions applicable to businesses in the United Arab Emirates;

(iv)    placed on any excluded or denied persons lists by any authority, and or a resident of any of the following countries or regions (which may not be an exhaustive list and which may be subject to change from time to time, depending on various factors): United States, Belarus, Burma (Myanmar), Burundi, Central African Republic, Congo, Côte d'Ivoire, Cuba, Iran, Iraq, Lebanon, Liberia, Libya, Mali, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Crimea (Ukraine/Russia), Venezuela, Yemen, Zimbabwe (“Restricted Location”).

r.    Do not and will not use Virtual Private Network software (VPN), proxy servers, or any other privacy/anonymization tools/techniques to circumvent any restrictions that may apply to the Platform and/or the provision of the Technology (whether for the Transaction(s) or on its own), specifically including those which restrict the geographical availability of the Technology and/or creation of accounts on the Platform, for you.

s.    Waive any claim against the Company for any changes in Applicable Laws and Regulations, Decrees and/or any regulatory/statutory demand that would limit the Company’s ability to provide access to the Technology. 

t.    Acknowledge that the Company may use data you submit using the Platform to detect, prevent and/or mitigate illicit, harmful or illegal activity and that the Company may share such data with blockchain analytics providers and/or applicable authorities (if asked). The Company may also share this information with certain service providers only so that they can assist in the promotion of safety, security and the integrity of the Technology/Transactions.

5.2.    WE DO NOT PROVIDE ACCESS TO THE TECHNOLOGY TO ANY RESTRICTED PERSON. IF YOU ARE A RESTRICTED PERSON, PLEASE IMMEDIATELY STOP USING OUR TECHNOLOGY AND ACCESSING OUR PLATFORM. IF YOU CONTINUE TO USE OUR TECHNOLOGY TO CONDUCT A TRANSACTION AND/OR ACCESS OUR PLATFORM IN ANY WAY, YOU ACKNOWLEDGE, AGREE AND ACCEPT THAT YOU SHALL ASSUME ALL CORRESPONDING LIABILITIES UNDER APPLICABLE LAWS, RULES AND REGULATIONS, BOTH IN THE UNITED ARAB EMIRATES AND IN THE JURISDICTION THAT YOU ARE A RESIDENT, AND/OR DOMICILED IN, AND YOU SHALL INDEMNIFY THE COMPANY AND ANY PERSON ASSOCITAED WITH THE COMPANY, FROM UNDERTAKING ANY LIABILITIES ARISING FROM SUCH USE AND/OR BEHAVIOR, INCLUDING BUT NOT LIMITED TO THE LOSSES, THE THIRD-PARTY CLAIMS OR ADMINISTRATIVE PENALTIES INCURRED AND/OR LEVIED AGAINST THE COMPANY FROM SUCH CONTRAVENTION, VIOLATION AND/OR BREACH, AS WELL AS REASONABLE LEGAL AND ADMINISTRATIVE COSTS, FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES.

5.2.1.    Will not open an account, use the Platform, acces the Technology and/or perform a Transaction for as long as you are in a Restricted Location or qualify as a “Restricted Person” (i.e. a person not meeting the qualification criteria is Section 4 and/or are domiciled in a Restricted Location and/or are prohibited from using the Technology); and

5.2.2.    If you are a legal person, you are entering into these Terms and Conditions on behalf of an entity of which you are a duly authorized representative and have all necessary rights and authority to legally bind such entity; and

5.2.3.    Agree and warrant to:

a.    Use the Platform and the Technology in accordance with these Terms and Conditions, Applicable Laws and Regulations and and any other terms and conditions that may apply to a Transaction (whether by a third party or otherwise implemented by the Company);

b.    Will not use the Platform or the Technology for any purpose other than for which they are intended, to harm others and/or property belonging to others and/or to breach any Applicable Laws and Regulations;

c.    Ensure that you shall remain compliant with our eligibility criteria, including any such criteria which we may in our sole discretion add or vary or provide for under Applicable Laws and Regulations, as may be varied in these Terms and Conditions from time to time.

6.    User Information

6.1.    You agree and represent that you are fully responsible for all activity that occurs under your account. We may, in our sole discretion, refuse to open an account for you or suspend or terminate any account at any time for a breach of these Terms and Conditions and a failure to correct it. You are fully responsible for all acts or omissions of any third party with access to your account and any action of such third party shall be considered to be an action authorized by you. Further, you 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.

6.2.    You agree to provide complete and accurate information we may request from time to time to verify your identity or that of your beneficial owner, or to detect Financial Crime, fraud, or any other relevant crime as required under Applicable Laws and Regulations, and permit us to keep a record of such information as may be required under Applicable Laws and Regulations. You will need to complete certain verification procedures before you are permitted to access the Platform and start using the Technology. In the event that an account is successfully registered, you agree to ensure that any and all information you provided to the Company on the basis for the opening of your account remains current at all times. In the event that such information (or any part thereof) changes or becomes inaccurate, incomplete or misleading, you shall promptly provide such supplementary information to the Company as shall be necessary to ensure that all information available with the Company in relation to you is current, accurate, complete and not misleading. Such supplementary information must be provided to the Company in writing.

6.3.    You hereby agree to notify the Company in writing as soon as practicable if you are or become a Politically Exposed Person (“PEP”) or associated with a PEP or a Restricted Person or if you plan to use the Platform or the Technology in Restricted Location. The Company will periodically review the adequacy of the above information and may request you to provide additional documents and information, which you hereby agree to provide to us promptly upon our request.

6.4.    You authorize us to make enquiries, whether directly or through third parties, which we consider necessary to verify your identity or protect you and/or us against fraud, Financial Crime or any other relevant crime, or determine whether you are a Restricted Person, and to take actions we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or law enforcement agencies and that these agencies may respond to our enquiries in full.

6.5.    The Company reserves the right to refuse to open an account, terminate these Terms and Conditions and close your account, or suspend your access or use of the Platform or the Technology if we reasonably consider that you are in breach of these Terms and Conditions, or any other Applicable Laws and Regulations, or if in our sole discretion we determine that:

6.5.1.    Some or all the information you provided to the Company is false or inaccurate or incomplete;

6.5.2.    You do not or cease to meet the eligibility criteria set out under Section 4 of these Terms and Conditions, including if we deem that you may be, or acting on behalf or for the benefit of, a Restricted Person or are located in, or are a resident or national of, a Restricted Location.

6.5.3.    Opening an account for you or providing access to the Technology for you to participate in a Transaction, might cause the Company to breach Applicable Laws and Regulations; or

6.5.4.    The Company otherwise determines after reviewing the information you provided, that it would be inappropriate for the safety and security of the Platform, to give you access to the Platform or provide you with the Technology.

7.    Account Access and Security

7.1.    Each account is for your sole benefit (whether a natural or legal person) only, and may not be used by or for the benefit of any other third party. This means that you shall not share your access to the account with anyone or make your account available to multiple persons over a network. 

7.2.    By entering into these Terms and Conditions you agree to:

7.2.1.    Maintain the security of your account by keeping your account information confidential and protecting the information which allows access to your account, and restricting access to your account;

7.2.2.    Make reasonable use of anti-virus, anti-malware and other software and techniques to protect your account from being the victim of a hack or of other malicious actions, so as to protect the integrity of your account and to keep these, and the access to the Platform, out of the reach of third-parties;

7.2.3.    Promptly notify us if you discover or otherwise suspect any security breaches related to your account, by emailing us at [email] or any other contact details we notify you of from time to time;

7.2.4.    Take responsibility for all activities that occur under your account, which shall at all times be deemed as use of the Service or the account by you, and you accept all risks of any authorized or unauthorized access to your account, including any and all losses or damages incurred or suffered by you or any third party as a result of your account access information being mismanaged, wrongfully or improperly used, leaked, used by a third party or stolen. The Company shall not under any circumstances accept any liability in respect of such losses and or damages;

7.2.5.    Not assist anyone to gain access to your account and do not assist anyone who is not an approved User to access the Platform or use the Technology;

7.2.6.    Refrain from installing, running, executing or otherwise making use of software or hardware (such as, but not limited to, third party software or applications which may interface with the Platform or impact the provision of the Technology) or being in any way involved in such use of software or hardware which could interfere with, disrupt, negatively affect, or inhibit other users from accessing the Platform or the Technology, or that could damage, disable, overburden, or impair the functioning of the Platform or the provision of the Technology in any way; and

7.2.7.    Comply at all times with the Applicable Laws and Regulations, the terms in these Terms and Conditons and any other terms or conditions that may apply.

8.    Notices

8.1.    You agree and understand that:

8.1.1.    We may communicate with you via email, telephone, through the Platform, or any other reasonably acceptable electronic or non-electronic means of communication or as agreed between us (a “Notice”). We will use your email address and telephone number on record with the Company as our primary means of communicating with you. You agree to keep your email address and telephone number up-to-date and immediately notify us if there are any changes. Delivery of any communication to your email address or telephone number as specified on records maintained by the Company shall be deemed valid and effective communication. If any Notice is returned as undelivered for any reason, whether blocked by your service provider, or you are otherwise unable to receive such Notices, we will be deemed to have provided the Notice to you at the time that we sent it. If your contact information becomes invalid such that Notices sent to you by us are returned, we may deem your account to be inactive or to have been compromised, and you may not be able to complete any transaction using the Platform or our Technology until this has been remedied by you to our satisfaction. The Company retains the right to block your access to the account and Technology until you provide the Company with a new and valid email address or contact details;

8.1.2.    Every Notice sent to you using the contact details we have on record shall be deemed to have been acknowledged as approved and confirmed by you within the seventy-two (72) hours of us sending such Notice, unless we receive written communication from you to the contrary within three (3) calendar days from the date the Notice was sent.

8.1.3.    All communications exchanged between us shall exclusively be in the English language, and that we may, subject to our sole discretion, disregard any communication we receive from you that is not in the English language without this constituting a breach of any of our obligations under these Terms and Conditions; and

8.1.4.    We cannot ensure or warrant the security or confidentiality of information you transmit to us or receive from us through the electronic means which include the internet, or wireless connection, email, phone, or SMS, since we have no way of ensuring that that the transmission of such information is protected at all times. If you have reason to believe that your data is no longer secure, please contact us at the email address, mailing address or telephone number published on our Website.

9.    Financial Crime

9.1.    By entering to these Terms and Conditions, you agree and represent that:

9.1.1.    You will not use the Platform or any Technology in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further any breach of Applicable Laws and Regulations on Financial Crime, including but not limited to anti-money laundering, countering terrorist financing, economic sanctions and tax evasion, or to deal in any unlawful digital tokens, property, funds, or proceeds or engage in behavior which may amount to “Market Abuse”;

9.1.2.    You will not transfer to or from your account, or trade or otherwise transact on the Platform or use the Technology with anything other than funds or virtual assets that have been legally earned or obtained by you and that belong to you;

9.1.3.    That you have not breached any Applicable Laws and Regulations, been fined, debarred, been the subject of economic sanctions, received any oral or written notice from any competent government authority concerning a violation of Applicable Laws, or received any other report that you are the target of economic sanctions, restrictions, penalties, or enforcement action or investigation under any Applicable Laws and Regulations, including, but not limited to the Applicable Laws and Regulations on Financial Crime;

9.1.4.    That you are currently in compliance with, and must, at your own cost and expense, comply with all Applicable Laws that relate to or affect the access and use of the Platform and Technology conducted under these Terms and Conditions, including, but not limited to the Applicable Laws and Regulations on Financial Crime and the exchange of tax information or other tax laws;

9.1.5.    We reserve the right to investigate the source and destination of any Assets held in your account. If we determine such Assets are in any way connected to Financial Crime or any unlawful act, we reserve the right to dispose of these Assets in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin; and

9.1.6.    Provide to us any information we may request so that we may comply with our requirements under Applicable Laws and Regulations, especially those relating to Financial Crime, and that you shall promptly provide us with any updates or corrections to information you provided to us, whether at the time of opening your account or afterwards, including but not limited to any changes to your status as a PEP.

10.    Use of the Technology

10.1.    In accessing the Platform and using the Technology, you agree not to:

10.1.1.    Impersonate anyone or use a false name or a name you are unauthorized to use or create a false identity or e-mail address or try to mislead others as to the identity or origin of any communications, or providing false or misleading information, including to the Company at the time of opening your account;

10.1.2.    Modify, access or make available data stored on a computer device which you have accessed through the Platform;

10.1.3.    Make available or upload files that contain software or other material, data or information not owned by or licensed to you or collect information about others, such as but not limited to names or addresses, without their prior consent;

10.1.4.    Make any commercial or business use of the Platform or resell or commercially benefit from any part or aspect of the Platform;

10.1.5.    Publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable material or information;

10.1.6.    Threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

10.1.7.    Make available, upload or distribute by any means any material or files that contain any Viruses or any other harmful software;

10.1.8.    Falsify the true ownership of software or other material or information contained in files made available via the Platform; and

10.1.9.    Obtain or attempt to obtain unauthorized access, through whatever means, to the Platform, other services or computer systems or areas of our or any of our partners’ networks, including through the use of electronic means to disguise the true location from which the Platform is accessed.

10.2.    We shall only provide our Technology in relation to virtual assets which are supported by the exchange, as determined from time to time. Under no circumstances should you attempt to use your account to store, send, request, or receive any virtual assets which are not supported by the Company, Platform or the card which you are redeeming. 

11.    Downtime or Suspension of Technology

11.1.    You agree and understand that part of or all of the Technology may be periodically unavailable during scheduled maintenance (“Downtime”) without prior notice to you. 

11.2.    You acknowledge and agree that we shall have, at our sole discretion, the right to suspend all or part of the Technology, or your access to all or part of the Technology, whenever we determine in our sole discretion that you may have breached these Terms and Conditions, or if the proper functioning of the Platform is in jeopardy, including but limited to whenever any of the following should occur:

11.2.1.    When a computer or telecommunications network ceases to operate or function as a result of an accident;

11.2.2.     In the event of a force majeure which affects the provision of the Technology;

11.2.3.    When the Company’s assets or your assets, or the Platform, are the subject of an attempted or actual malicious attack which may, among other things, result in the theft or loss of such assets;

11.2.4.    When an event affects the proper functioning of critical systems relied upon by the Platform, including the pricing system or any other system necessary for the provision of the Technology;

11.2.5.    When the Company suspects unauthorized use of the Platform, or a breach of these Terms and Conditions, or Applicable Laws and Regulations;

11.2.6.    When we determine that it is necessary, in our sole discretion, for the conduct of investigations in light of its requirements under Applicable Laws and Regulations or to ensure the proper functioning of the Platform;

11.2.7.    When we decide to cease handling of a virtual asset based on the results of a hard fork that causes a chain split or changes to a virtual asset;

11.2.8.    When the Company deems that provision of the Technology cannot continue due to changes in Applicable Laws and Regulations, social conditions, or factors outside the Company’s control, including but not limited to when a virtual asset is no longer deemed an “Acceptable Virtual Asset” (under its definition in accordance with Applicable Laws and Regulations); or

11.2.9.    When for, any other reason, the Company determines in its sole discretion that the suspension is necessary.

12.    Intellectual Property

12.1.    Unless otherwise indicated by us, all copyright, trademarks and other intellectual property rights in all Content and other materials contained on the Platform, or provided in connection with the Technology, including, without limitation, the Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, transaction price data, databases, websites, applications, programs, email correspondence, and code, and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of us or our licensors or suppliers and are protected by any applicable intellectual property rights laws.

12.2.     Except as expressly authorized by us, you will not:

12.2.1.    Perform any act which would infringe any intellectual property rights of the Company or its licensors, including copyrights, patents, utility model rights, trademark rights, and all rights to Materials;

12.2.2.    License, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Platform in any way;

12.2.3.    Copy, modify, republish, distribute, or make derivative works based upon all or any part of the Platform;

12.2.4.    “Frame” or “mirror” all or any part of the Platform on any other server or wireless or Internet-based device;

12.2.5.    Reverse engineer, disassemble, decompile, or access all or any part of the Platform in order to (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Platform; or (iii) copy any ideas, features, functions, or graphics of all or any part of the Platform; or

12.2.6.    Frame, link or deep-link the Website to any other website without our prior written consent. If you wish to frame or to set up a link or deep-link to the Website please contact support@walleti.io. 

12.3.    By entering into these Terms and Conditions you agree to grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute any content generated by you using the Technology or through the Platform, including in any and all media or distribution methods, whether now known or later developed.

13.    Risk Disclosure

13.1.    Virtual assets are volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Platform is made available solely for general information purposes and we do not warrant the accuracy, completeness, or usefulness of this information.

13.2.    You acknowledge and agree to be fully responsible and liable for any actions and inactions on the Platform and all gains and losses sustained from your use of the Platform and any of the Technology; to be responsible or liable for any negative balance in your account; to be fully responsible and liable for all of your obligations with respect to any financing activities on the Platform; and, to be fully responsible for safeguarding access to, and any information provided through, the Platform and any of the Technology, including, but not limited to, all information or data relating to your account and virtual assets, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from us as a result of actions we take in our administration of the Platform.

13.3.    You agree and understand that you access and use the Platform at your own risk. However, the risks detailed above do not contain all of the risks associated with virtual assets and the use of the Technology.

14.    No Advice or Suitability

14.1.    You agree and understand that:

14.1.1.    We do not provide any investment, tax, or legal advice, nor do we broker trades on your behalf. For the avoidance of doubt, we do not give advice or recommendations regarding virtual assets, including the suitability and appropriateness of, and investment strategies for, virtual assets;

14.1.2.    You are solely responsible for determining whether any virtual asset, investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult a financial, legal or tax adviser regarding your specific situation; and

14.1.3.    Your access and use of the Platform and/or involvement in any Transactionis at your own risk and accordingly, you should carefully consider whether such use is suitable for you in light of your circumstances and financial resources.

14.2.    We may provide educational information about virtual assets in order to assist you in learning more about such virtual assets, including virtual assets not supported by the Platform. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. You agree and understand that such information is provided for information only and shall not constitute financial advice. You agree not to hold us responsible for the decisions you make to buy, sell, or hold virtual assets, whether such decision was based on such information we provide to you or not.

15.    Limitation of Liability and Warranties

15.1.    The Technology and Platform are provided on an "as is" and "as available" basis, with no representations or warranties made by Company around service levels or availability of the Technology and/or any services by the third parties in the Transaction. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement of either the Platform, Technology and/or any of the products and/or services of any party to the Transaction. We cannot guarantee that access to the Platform and/or use of the Technology, or any of the materials contained hereon/therein, will be correct, complete, continuous, uninterrupted, timely, or error-free.

15.2.    The Company is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Transaction or other decisions or actions which you have taken with the Technology. No communication or information provided to you by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether a Transaction is appropriate for you based on your personal objectives, financial circumstances and risk tolerance. You should consult a financial professional regarding your specific situation. The Company does not recommend that any virtual asset should be bought, earned, sold, or held by you. Before making the decision to enter into a Transaction, or buy, sell or hold any virtual asset, you should conduct your own due diligence and consult financial and legal advisors. The Company will not be held responsible for the decisions you make using the Technology and/or entering into a Transaction. Our business relationship under these Terms and Conditions shall not give rise to any fiduciary or equitable duties on our part which would require us to accept responsibilities more extensive than those set out in these Terms and Conditions and/or take on the liability of any third party. 

15.3.    The Company makes no warranty and does not assume any liability including, without limitation, warranty against defects with respect to the sale or purchase of virtual assets, or the value, function, stability, availability and usage of virtual assets in general, but also the specific virtual assets which the User may have decided to acquire.

15.4.    The Company cannot ensure or warrant the security or confidentiality of information you transmit to us or receive from us through the electronic means which include the internet, or wireless connection, email, phone, or SMS, since we have no way of ensuring that that the transmission of such information is protected at all times. If you have reason to believe that your data is no longer secure, please contact us at the email address, published on our Platform from time to time.

15.5.    The Company shall not be liable for any loss of profit, or special, punitive, indirect or consequential losses, liabilities, damages or expenses directly and/or indirectly suffered or incurred by you arising under, or in connection with, these Terms and Conditions, including those arising from your involvement in a Transaction, the price of virtual assets or using the Platform or the Technology. Specifically, we shall not be liable for any loss caused by:

15.5.1.    Depreciation in value, any market or trading losses, or any adverse tax consequences that you may incur in connection with the Technology we provide you under these Terms and Conditions. We have no responsibility or liability, whether arising in contract, warranty, tort including negligence, strict liability, indemnity or otherwise, in connection with the performance of any virtual assets and/or their prices;

15.5.2.    You receiving from us a Notice which is not secure, virus-free or error-free, or is intercepted, corrupted, lost, destroyed, received late, incomplete, or is otherwise adversely affected or unsafe to use;

15.5.3.    A dispute with one or more Users of the Platform; or

15.5.4.    Any act carried out by the Company in the interest of Applicable Laws and Regulations, including compliance with the orders of a competent governmental, judicial or regulatory authority or in providing assistance to any such authority in the prevention or investigation of transactions suspected of being in contravention of any relevant Applicable Laws and Regulations; and

15.5.5.    Future amendments to relevant Applicable Laws and Regulations including those in relation to tax.

15.6.    It is your responsibility to abide by Applicable Laws and Regulations in relation to your use of the Technology. You should investigate and determine whether or not your use of the Technology to violate any Applicable Laws or Regulation. The Company makes no warranty that the use of the Technology by you will comply with the Applicable Laws and Regulations.

15.7.    You acknowledge and agree that you shall comply with your tax obligations pursuant to Applicable Laws and Regulations including, without limitation, the withholding, collection, reporting and remittance to your appropriate tax authorities.

15.8.    You hereby undertake with the Company that the source of your funds comes from a legitimate manner and is not derived from illegal activities. The Company maintains cooperation with law enforcement authorities globally and has the right to suspend and/or terminate these Terms and Conditions if we, in our sole discretion, suspect that you may be involved in illegal activity or that your account was at any time used for such activity, or that you are the subject of an investigation by a competent authority in that regard.

15.9.    The Company is not responsible for any damages incurred due to the suspension, discontinuation, unavailability or modification of the Technology by the Company, your cancellation of registration, loss of data or failure of or damage to equipment through the use of the Service. Even if the Platform contains links to and from other websites on the internet, the Company is not responsible for any third-party websites other than the Website, and your accessing such third-party websites shall be at your own risk. Such links do not express or imply any endorsement by the Company of any products, services or information presented therein, nor does the Company guarantee the accuracy, validity, completeness, correctness or suitability of the information contained in such websites. In addition, since the Company has no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully and fully.

15.10.    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE TECHNOLOGY, ANY PERFORMANCE OR NON-PERFORMANCE OF THE TECHNOLOGY, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE COMPANY AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY WILL ONLY BE LIABLE FOR ANY ACT OR OMISSION TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF THE COMPANY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15.11.    IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE TECHNOLOGY OR THE ACCOUNT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, OR CONTINGENCIES BEYOND OUR OR ANY OUR SERVICE PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING, THE TECHNOLOGY THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL THE COMPANY OR ANY SERVICE PROVIDER TO THE COMPANY BE LIABLE TO YOU FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF TECHNOLOGY OR THE INFORMATION THEREIN. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS SUCH AS BUT LIMITED TO YOU NOT BEING ABLE TO ACCESS THE INTERNET, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER THE COMPANY NOR ANY SERVICE PROVIDER TO THE COMPANY GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE COMPANY. IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THESE THESE TERMS AND CONDITIONS, THIS DISCLAIMER OF LIABILITY SECTION SHALL PREVAIL.

15.12.    NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE TECHNOLOGY, ANY PERFORMANCE OR NON-PERFORMANCE OF THE TECHNOLOGY, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE COMPANY OR ITS AFFILIATES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO THE COMPANY UNDER THESE TERMS DURING A PERIOD OF ONE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

15.13.    Any limitations of liability contained in this Section shall not limit our liability which cannot be excluded or limited under the relevant Applicable Laws and Regulations.

15.14.    Neither of us shall be liable for any delay or failure to perform any of our obligations under these Terms and Conditions caused by force majeure or anything beyond our reasonable control, which are not the result of our fraud, gross negligence or willful default of either party.

16.    Indemnity

16.1.    You agree to promptly defend, fully indemnify and hold us harmless from and against any and all liabilities incurred or suffered by us or any of our affiliates and associates (as well as their respective shareholders, directors, officers and employees), including but not limited to, losses, damages, liabilities, expenses, costs and reasonable legal, accounting and other fees in any way resulting from:

16.1.1.    Your use of, or conduct in connection with, the account or the Technology;

16.1.2.    Your breach and/or our enforcement of these Terms and Conditions or your violation of any Applicable Laws and Regulations, or the rights of any third party;

16.1.3.    Any false, inaccurate or misleading information you provide to us, in the course of providing you the Technology under these Terms and Conditions; and

16.1.4.    Any breach by you of any of the representations, warranties and undertakings you have made under these Terms and Conditions.

17.    Confidentiality

17.1.    Both parties shall hold in strict confidence any information, documents or material that they provide to the other party (whether obtained or provided in the course of us providing the Technology under these Terms and Conditions, your use of the Platform or otherwise) (“Confidential Information”), unless it is or later becomes publicly available through no fault of the other party, or it was later rightfully developed or obtained from independent sources, free from any duty of confidentiality under Applicable Laws.

17.2.    Both parties shall take steps reasonably necessary to preserve the confidentiality of the other party’s Confidential Information. Neither party shall disclose the other party’s Confidential Information to any other person for any other purpose, except:

17.2.1.    For the purposes of compliance with these Terms and Conditions;

17.2.2.    With the other party’s prior written consent;

17.2.3.    When we make disclosure to any professional advisers with whom we may consult at any time in connection with the Technology provided under these Terms and Conditions, and other third parties (so appointed by you or retained by us) to the extent relevant and necessary for the provision of the Technology. In this case, the person to whom the disclosure is made to may retain the Confidential Information to the extent relevant for the purpose for which it was disclosed;

17.2.4.    When we are permitted or required to do so under Applicable Laws and Regulations, or otherwise required to do so by a regulatory, governmental or judicial authority in the United Arab Emirates or elsewhere, or when such disclosure is made to mitigate our legal, tax, regulatory or other risk; and

17.2.5.    When it is necessary for us to do so either to comply with the relevant insurance policy or to preserve rights thereunder.

18.    Termination

18.1.    Without affecting any other right or remedy available to us, we may terminate these Terms and Conditions with immediate effect by giving notice to you if:

18.1.1.    You commit a material breach (as determined by us in our reasonable discretion) of any term of these Terms and Conditions, and if such breach is remediable you fail to remedy that breach within fourteen (14) calendar days from the date of us notifying you to do so;

18.1.2.    You are subject to material legal, criminal or regulatory proceedings (including but not limited to, bankruptcy, administrative or insolvency proceedings) which in our reasonable opinion create actual or potential legal, regulatory, criminal or reputational risk to us;

18.1.3.    You object to an amendment to these Terms and Conditions within the time specified to make such objection;

18.1.4.    We reasonably suspect that you are or have been carrying on, assisting in the commission of, or are directly or indirectly connected to, illegal activities including Financial Crime, or breaches of Applicable Laws and Regulations, including carrying on activities without the proper governmental authorizations or licenses;

18.1.5.    There is a change in the Applicable Laws and Regulations which may limit our ability or make it illegal to provide you with access to the Platform, or some or all of the Technology;

18.1.6.    We are required under the Applicable Laws and Regulations to terminate these Terms and Conditions or are directed by any competent court, authority or financial services regulator to do so; or

18.1.7.    We are unable to give you access to the Platform or provide the Technology to you as a result of a force majeure event.

18.2.    The termination of these Terms and Conditions shall not affect the rights obtained and duties imposed prior to the effective date of such termination. 

19.    Data Protection and Privacy

19.1.    We are required to comply with the applicable laws and regulations surrounding data privacy as implemented and required by ADGM, as amended from time to time, when “processing” “Personal Data” and/or “Sensitive Personal Data”, and financial data which may be subject to confidentiality or secrecy under Applicable Laws and Regulations (collectively referred to as the “Protected Data”), which relate to you, and any other relevant “data subjects” who would be within the remit of this Section (“Data Subjects”). 

19.2.    By entering into these Terms and Conditions, you hereby acknowledge and expressly agree that:

19.2.1.    The we may collect, either from you or from other sources, process, use, store, transfer and disclose Protected Data;

19.2.2.    Protected Data may be disclosed to ADGM, or any other supervisory authority, court or competent authority upon request, where such disclosure is required under the laws or regulations of ADGM or otherwise in accordance with any other law or obligation applicable to us or to our affiliates or appointed agents or delegates (“Agents”); and

19.2.3.    We shall process, use and transfer the Protected Data for the purposes of implementing the arrangements set out in these Terms and Conditions or for any purposes connected with any Technology offered to you by us or any of our Agents, for example and without limitation, for outsourcing, record-keeping and compliance purposes, including for our compliance with requirements to combat Financial Crime under Applicable Laws and Regulations, and to manage our business relationship with you. Therefore, Protected Data may also be processed and used by, or transferred to, or made available any of our Agents, who may determine the purposes and means of the resulting data processing, and who may be located in certain jurisdictions where data protection and secrecy laws may be weaker than the ADGM Data Protection Regulations, but we will endeavor to put in place appropriate measures to safeguard Protected Data when transferred to such jurisdictions.

19.3.    In connection with any of the purposes described in Clause 2, and any other legitimate processing of Protected Data, we may process Protected Data for the purposes of our relationship with you, any outsourcing agreement we may have including for advertising purposes, adherence to legal and regulatory obligations, compliance with the our anti-money laundering requirements, compliance with applicable regulatory requirements including present or future contractual or other commitments with local or foreign regulatory or law enforcement authorities, whether that information concerns you or any of the relevant Data Subjects collectively, and whether obtained from you or from third parties. We may retain the Protected Data as per our Privacy Policy for such period as we consider necessary for the purposes set out in this Section.

19.4.    You shall comply with all applicable data protection and data privacy laws, and all applicable laws concerning the processing of data relating to living persons in relation to any Protected Data that you share with us, and you shall ensure that before providing any such Personal Data to us, you acknowledge that you have read and understood our Privacy Policy, and, in the case of Personal Data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual on our behalf with a copy of, or directed the individual towards a webpage containing our Privacy Policy (as amended from time to time).

19.5.    You represent and warrant that, where necessary, you have obtained the necessary authority for us to process and transfer the Protected Data that you disclose to us in accordance with these Terms and Conditions and that you have provided all necessary information as required under data protection law applicable to you, including copies of our Privacy Policy, to all Data Subjects whose Protected Data you process for the purposes of these Terms and Conditions, and you further agree that we are not responsible or accountable for the consequences of any occasion where you have not lawfully obtained such Protected Data. You acknowledge and agree that neither us, nor any of our Agents, including their respective shareholders, directors, officers, employees or representatives, shall be liable for any damages suffered or costs incurred by you from any claims made by Data Subjects regarding the unlawful disclosure of their Protected Data under these Terms and Conditions. You hereby agree to defend, indemnify and hold us and any of our Agents as well as their respective employees, representatives, agents and officers (“Indemnitees”) harmless from and against any claim, action, demand or complaint, as well as all liabilities, judgments, penalties, compounds, losses, costs, damages and expenses that any or all of the Indemnitees may suffer in the event that any Data Subject should commence action against the Indemnitees.

19.6.    Protected Data will be processed in line with our Privacy Policy, as amended from time to time, and which is published on the Website.
 
20.    Complaints

20.1.    Any complaint in relation to any aspect of your relationship with us should be addressed to us by email at support@walleti.io or such other email address or contact details as we notify to you from time to time.

20.2.    We will make every reasonable effort to resolve your complaint within a reasonable period of time and in any event in no longer than sixty (60) calendar days from the time we receive your complaint, depending on the complexity and seriousness of your complaint and in accordance with our Complaints Policy published on our website.

21.    Miscellaneous

No agency

21.1.    Nothing contained in these Terms and Conditions shall be deemed to create or constitute a partnership or agency relationship between the parties, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.

Entire agreement

21.2.    These Terms and Conditions contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms and Conditions except as expressly stated in these Terms and Conditions. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of these Terms and Conditions.

Assignment

21.3.    You may not assign or transfer any of your rights or obligations under these Terms and Conditions without prior written consent from us, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights under these Terms and Conditions, in whole or in part, without obtaining your consent or approval.

21.4.    In the event that the Company is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including these Terms and Conditions) as part of such merger, acquisition, sale, or other change of control.

Severability

21.5.    Each Section, Clause and Sub-Clause (each a Term) of these Terms and Conditions is severable and if any Term (or any part of any Term) of these Terms and Conditions is or becomes invalid under, or contravenes any, Applicable Laws and Regulations in any jurisdiction:

21.5.1.    The remaining Terms (and, where applicable, the remainder of the Term in question) shall not be affected and shall remain in full force in that jurisdiction; and

21.5.2.    In any other jurisdiction, no Term in these Terms and Conditions shall be affected.

Surviving Terms

21.6.    The following Terms of these Terms and Conditions shall remain in full force and effect following the termination of these Terms and Conditions.

22.    Governing Law and Jurisdiction

22.1.    This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of ADGM. Any dispute, controversy or claim arising out of or relating to (i) this Agreement, (ii) the breach, termination or invalidity hereof or (iii) any non-contractual obligations arising out of or in connection with this Agreement shall be resolved before the ADGM Courts in ADGM.

22.2.    Nothing in this Section shall prevent us from bringing proceedings relating to a dispute with you in any jurisdiction outside the United Arab Emirates against you before the courts of the country in which you may be, or have been, registered, incorporated, resident, domiciled or where you hold assets. This clause is for our sole and exclusive benefit.

22.3.    You irrevocably agree to waive, to the fullest extent permitted under the relevant Applicable Laws and Regulations:

22.3.1.    Any objection which you may have at any time to the bringing by us of any proceeding in any court and agree not to claim that such proceeding has been brought in an inconvenient forum or that such court does not have jurisdiction over you; and

22.3.2.    Any immunity on the grounds of sovereignty or other similar grounds, and the right to claim any such immunity in respect of any proceedings.