User Agreement

OFFER FOR ACCESS TO A DIGITAL SOLUTION
Date of last update: October 29, 2026

TERMS AND DEFINITIONS

Acceptance means full and unconditional acceptance of this Offer, expressed by conduct, namely completion of the registration procedure in the Solution. Acceptance creates an agreement on the terms of this Offer.
Action in the Solution means any action performed by a User/Partner using the Solution's functionality, including registration, initiating the issuance of Digital Instruments, initiating the generation of addresses, viewing data, configuring settings, using APIs, and any other interaction with the Solution's interface or logic.
Depositary means an independent legal entity authorized to conduct depositary activities, engaged by the Provider to hold, record and transfer the User's/Partner's Collateral and to carry out settlements connected with the performance of the User's/Partner's obligations under this Offer.
Account means a secure, personalized area of the Solution available to the User/Partner after authentication. The Account is intended for managing services, accessing the Solution's functionality, receiving analytics and notices, and communicating with the Provider. It displays information about Collateral, Actions in the Solution and Fees, and enables the exchange of documents and data with the Provider.
Collateral means funds in currencies supported by the Solution and/or other assets deposited by the User/Partner with the Depositary to secure the User's/Partner's obligations to the Provider under this Offer, including payment of fees, remuneration, compensation for losses and other amounts.
Partner means a User who has undergone additional verification and has been granted Partner status by the Provider. A Partner has extended rights to use the Solution, including the right to create and implement its own business logic, integrate the Solution into its infrastructure, and provide services to end customers (third parties) using the Solution's functionality. All terms of the Offer applicable to Users, together with the special terms for Partners, apply to the Partner relationship.
Provider means the company that holds the rights necessary to provide access to the Solution and ensures its operation, updates and technical support under this Offer.
User means an individual or legal entity that has successfully registered in the Solution, accepted this Offer, and uses the Solution's functionality solely for its internal business needs and activities unrelated to providing services to third parties, unless its Partner status provides otherwise.
Solution means the PRO.VALUT.NET software and hardware system to which the Provider grants access over the Internet under a Software as a Service (SaaS) model. The Solution includes web-based Accounts, application programming interfaces (APIs), and a set of functional modules. Its functionality enables the initiation of issuance and servicing of Digital Instruments, creation and administration of subaccounts, KYC/AML procedures, analytics and reporting, and other services described in the Solution documentation.
Fees means the system of fees, remuneration and other payments charged by the Provider to the User/Partner for using the Solution's functionality, performing particular Actions, and accessing additional services. The Provider determines the amounts and conditions of application of the Fees, which may depend on transaction volume, status (User/Partner), functions used and other factors. Current Fees are published in the Account.
Digital Instrument means a virtual or physical instrument issued by a Digital Instrument Issuer that may be used for payment transactions and other actions in accordance with its intended function. Digital Instruments include white-label instruments.
Digital Instrument Issuer means a person entitled to issue and/or service Digital Instruments with whom the Provider interacts to enable the corresponding functionality of the Solution. The Digital Instrument Issuer is not a party to this Offer. Relations between the User/Partner and the Digital Instrument Issuer may arise under a separate agreement (including an accession agreement or public offer), whose terms may be available in the Solution interface or provided directly by the Digital Instrument Issuer. The Provider is not liable for the acts or omissions of the Digital Instrument Issuer, the performance of its obligations, or the compliance of Digital Instruments and their issuance with any legislation, except where mandatory law expressly imposes such liability on the Provider.


1. GENERAL PROVISIONS

1.1. This Offer is the Provider's proposal to prospective Users and Partners to enter into an agreement for access to the PRO.VALUT.NET digital Solution on the terms set out below. The agreement is concluded upon the User's/Partner's full and unconditional Acceptance of the Offer in accordance with clause 1.4.

1.2. The Provider reserves the exclusive right to amend and/or supplement this Offer, its Annexes, the Fees and the Solution documentation unilaterally. Changes may be made to align the documentation with changes in law, the requirements of regulators, payment instrument providers or payment systems, or to optimize the Provider's business processes.

All changes take effect upon publication in the User's/Partner's Account and/or on the Provider's Website, unless the text of the changes specifies another effective date. Continued use of the Solution after the changes take effect constitutes the User's/Partner's full and unconditional acceptance of the new terms. A User/Partner who disagrees with the changes must cease using the Solution in accordance with Section 17 of the Offer.

1.3. The Provider may, in its sole discretion and without giving reasons, refuse any person registration in or access to the Solution, Partner status, or access to particular functions. Grounds for refusal may include noncompliance with applicable law or the Provider's internal policies (including acceptable use, risk and security policies), unsatisfactory KYC/KYB/AML checks, provision of inaccurate information, inclusion on sanctions lists, or technical inability to provide the services.

1.4. The User's/Partner's performance of the acts constituting Acceptance as defined in the Terms and Definitions section indicates an intention to enter into an agreement with the Provider. Acceptance does not, however, guarantee that services will commence unconditionally. The agreement enters into force, and the Provider assumes an obligation to grant access to the Solution, only after the User/Partner has satisfied all conditions precedent to commencement, including successful completion by the Provider of all necessary KYC/KYB/AML checks, provision of Collateral in the required amount, and completion of all necessary technical setup. The Provider may request further documents and information at any stage of the relationship.

1.5. Any use of the Solution's functionality by a User to provide services to third parties (end customers), directly or indirectly, or integration of the Solution into its own product, platform or infrastructure for subsequent commercial use by third parties, results in that User acquiring Partner status. From that point, all rights, obligations and terms prescribed for Partners under this Offer apply, including enhanced compliance, reporting, security and financial liability requirements. The Provider may unilaterally change a User's status to Partner upon identifying indications of such activities.

1.6. Relations between the Parties arising in connection with performance of this Offer and not expressly governed by it are governed by the laws of the Provider's country of registration and the rules of payment systems.

1.7. The Provider acts solely as a provider of the technological Solution and is not a financial institution, credit institution or Digital Instrument Issuer.


2. SUBJECT MATTER OF THE OFFER

2.1. The Provider grants the User/Partner remote access to the Solution under a Software as a Service (SaaS) model on the terms of this Offer. The Provider undertakes to make the Solution functional as described, and the User/Partner undertakes to use it for its intended purpose and pay for the Provider's services according to the Fees.

2.2. The Solution's functionality includes, without limitation:

• Accounts: interfaces for managing operations, including customer records, initiating issuance, servicing and administration of Digital Instruments, and configuring business logic and corporate rules.
• Application programming interfaces (APIs): technologies for integrating the Solution into the User's/Partner's existing infrastructure and automating processes, including initiation of the issuance of white-label Digital Instruments.
• Subaccount management: tools for creating and administering complex hierarchical customer structures (subaccounts), with differentiated access rights and management levels.
• Analytics and reporting: dashboards and APIs for generating reports, auditing Actions in the Solution, monitoring key indicators and managing user access rights.
• Compliance tools (KYC/KYB/AML): built-in mechanisms for identifying and verifying counterparties (users and customers) in accordance with applicable law and/or the Provider's internal policies and/or the requirements of payment instrument providers.

2.3. A complete list and detailed description of functions, and the conditions for enabling and using them, are published in the Account and/or Solution documentation. The Provider may unilaterally add, modify or discontinue individual functions in accordance with clause 1.2 of this Offer.

2.4. The User undertakes to use the Solution and its functionality solely for its own internal business activities, not directly connected with providing services to third parties. Commercial use to serve third parties (end customers) is permitted after acquiring Partner status under clause 1.5 of the Offer.

2.5. The Partner has extended rights to use the Solution, including the right to use it as technological infrastructure for creating, launching and providing its own services and products to end customers. The Partner is fully responsible for all its customers, their actions, and the compliance of those activities with applicable law and this Offer.

2.6. Use of the Solution, including access to its functionality, is provided for consideration. The User/Partner must pay the Provider's remuneration in full and on time under the current Fees published in the Account. The settlement procedure and terms are set out in Section 5.

2.7. The Provider may impose limits and restrictions on use of the Solution's functionality (including transaction volume, number of transactions and issuance of Digital Instruments). These may differ for Users and Partners and are published in the Account and/or Solution documentation.


3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. Provider's obligations:
In granting access to the Solution, the Provider undertakes to:

3.1.1. Provide access to the Solution
Give the User/Partner access to the Solution's functionality under its fee plan and enabled services after successful completion of all prescribed procedures and processes, provided the User/Partner complies with this Offer.

3.1.2. Provide technical support for the Solution
Operate a technical support service to handle requests concerning technical aspects of the Solution under the rules in Section 15.

3.1.3. Secure the Solution
Implement and maintain technical and organizational information security measures consistent with commercially reasonable efforts and generally accepted industry practices, including encryption of data in transit and authentication systems. The specific security measures constitute the Provider's trade secrets.

3.1.4. Give notice of maintenance
Notify Users/Partners in advance of scheduled work that may temporarily make the Solution or particular functions unavailable, except for urgent work needed to address critical incidents.

3.1.5. Monitor and prevent breaches
Monitor Actions in the Solution to identify and prevent potentially fraudulent or unlawful Actions and breaches of this Offer. The Provider does not guarantee detection of every breach and is not liable for losses caused by the acts of the User/Partner or third parties.

3.2. Provider's rights:
The Provider may:

3.2.1. Conduct checks and audits
Conduct scheduled and unscheduled checks (audits) of the User's/Partner's activities in the Solution, including analysis of Digital Instrument transactions and other Actions, with third-party assistance where appropriate, for the purposes of:

• monitoring compliance with this Offer;
• meeting applicable legal requirements;
• complying with requirements or directions of regulators, payment instrument providers and payment systems;
• combating fraud and money laundering; and
• assessing the Provider's financial and reputational risks.

3.2.2. Request information and documents
Request and obtain from the User/Partner any information, documents and explanations needed for:

• identification and verification (KYC/KYB) of the User/Partner or a Partner's customer;
• conducting audits;
• complying with requirements or directions of regulators, payment instrument providers and payment systems;
• investigating security incidents or suspicious transactions; and
• assessing the reliability of the User/Partner and its customers.

3.2.3. Suspend access and Actions
Unilaterally suspend or restrict access to the Solution, or block Actions in the Solution, Digital Instruments or Collateral, in the cases specified in Section 4 and in other cases at the Provider's discretion where justified risks exist.

3.2.4. Change service terms
Unilaterally change service terms, Fees or the Solution's functionality, and suspend or discontinue particular services, without liability for any losses thereby suffered by the User/Partner.

3.2.5. Require Collateral
Set and change the requirements for the amount and form of Collateral under Section 6, and debit Collateral without further acceptance to settle debts and perform the User's/Partner's obligations on the Provider's sole decision.

3.2.6. Interact with counterparties
Interact with the Depositary, payment instrument providers, payment systems and other third parties in its own name and in the User's/Partner's interests to the extent needed to perform this Offer, including issuing instructions for Collateral transactions without obtaining further consent from the User/Partner.

3.3. User's/Partner's obligations:
The User/Partner undertakes to:

3.3.1. Use the Solution properly
Use the Solution only for lawful purposes, in accordance with its intended use, this Offer and applicable law, including currency, tax, anti-money laundering and personal data protection laws.

3.3.2. Meet security requirements
Take all necessary measures to secure its access to the Solution, including:

• keeping authentication credentials confidential;
• using strong passwords and changing them regularly;
• promptly notifying the Provider of any unauthorized access;
• protecting its devices against malware; and
• using multifactor authentication where available in the Solution.

3.3.3. Provide information and documents
On the Provider's request, provide in full and by the specified deadlines any information and documents needed for:

• KYC/KYB/AML procedures;
• meeting requirements of regulators, payment instrument providers and payment systems; and
• investigating incidents or suspicious Actions.

If the Provider's request sets no deadline, the User/Partner must provide the requested information and documents within three (3) business days of receiving it.

3.3.4. Perform financial obligations on time
Maintain sufficient Collateral and pay all fees, remuneration and other amounts due to the Provider on time under Section 5.

3.3.5. Refrain from unlawful acts
Refrain from any act that could:

• disrupt the Solution or the Provider's infrastructure;
• result in unauthorized access to third-party data; or
• constitute fraud, an unlawful act or a breach of this Offer.

3.4. Partner's obligations:
In addition to the obligations under clause 3.3, the Partner assumes the following obligations:

3.4.1. Compliance oversight of end customers
Be fully responsible for all its customers' (end users') compliance with this Offer and the laws applicable to them. The Partner acknowledges and agrees that all Actions by its customers in or using the Solution are treated as the Partner's own Actions.

3.4.2. Conduct KYC/KYB/AML procedures
Independently identify, verify and conduct due diligence (KYC/KYB) on its customers to at least the standard required by the Provider, and continuously monitor their activities for compliance with AML/CFT laws. The Partner undertakes to furnish evidence of those checks on the Provider's first request.

3.4.3. Monitor and screen regularly
Monitor and screen its entire customer base, and all Actions performed using the Solution, regularly (at least once a month) to identify and prevent suspicious, fraudulent or unlawful acts promptly.

3.4.4. Respond immediately to incidents
Immediately suspend service to any customer and block suspicious transactions upon detecting violations, and promptly notify the Provider of the incidents and measures taken.

3.4.5. Meet reputational requirements
Refrain from using the Solution to serve customers or activities that could harm the Provider's business reputation.


4. ACCESS TO AND USE OF THE SOLUTION

4.1. Grant of access
4.1.1. Access to the Solution's functionality is granted after the User/Partner has successfully registered and the Provider has activated the account. Activation is the Provider's right, not its obligation.

4.1.2. Account activation includes, without limitation:

• completion of all KYC/KYB procedures under the Provider's internal standards;
• necessary checks under AML/CFT and other applicable compliance requirements;
• verification of beneficial owners and sources of funds;
• technical configuration and integration procedures; and
• provision of the minimum required Collateral.

4.1.3 The Provider reserves the exclusive right to set different levels of access depending on:

• User or Partner status;
• the results of checks;
• the amount of Collateral provided;
• the User's/Partner's region of operation and jurisdiction; and
• other risk factors determined unilaterally by the Provider.

4.2. Grounds for suspending or restricting access
The Provider may unilaterally suspend, restrict or completely terminate access to the Solution at any time in the following cases:

4.2.1. Breach of the Offer:

• any suspicion that the Solution is used for unlawful or dishonest activities;
• attempts to circumvent technical or legal restrictions;
• infringement of the Provider's intellectual property rights; or
• failure to comply with confidentiality requirements.

4.2.2. Regulatory requirements:

• official requests or orders from competent public authorities;
• requirements of payment instrument providers, payment systems or other participants in the settlement infrastructure; or
• the need to comply with sanctions laws.

4.2.3. Technical and security incidents:

• discovery of critical security vulnerabilities;
• urgent maintenance;
• actual or potential threats to the integrity of the Solution; or
• DDoS attacks or other cyber threats.

4.2.4. Financial breaches:

• overdue fees or other payments;
• insufficient Collateral to cover current and future obligations;
• exceeding applicable limits; or
• a high chargeback or refund rate.

4.2.5. Compliance breaches:

• failure to provide requested documents or information on time;
• discovery of inaccurate or incomplete information;
• refusal to undergo additional checks; or
• breach of AML/CFT laws.

4.3. Special terms for Partners
4.3.1. The Partner is fully responsible for all actions of its customers using the Solution. Its customers' actions are treated as the Partner's Actions.
4.3.2. The Partner must immediately suspend service to customers upon receiving a notice or oral instruction to that effect from the Provider.

4.3.3. The Provider may impose additional restrictions on Partners, including:

• special limits;
• higher Collateral requirements;
• mandatory customer-base screening;
• enhanced reporting obligations; and
• the Provider's right to monitor Partner customer transactions directly.

4.4. Procedure for restoring access
4.4.1. Access is not restored automatically following suspension. Restoration is at the Provider's discretion after:

• the grounds for suspension have been remedied;
• all requested documents and explanations have been provided;
• all outstanding debts, including accrued penalties, have been paid; and
• additional conditions set by the Provider, including additional Collateral, have been met.

4.4.2. An application to restore access may be considered for up to 60 calendar days after all necessary documents are provided; the Provider may extend this period if necessary.
4.4.3. The Provider may require an independent audit at the User's/Partner's expense as a condition of restoring access. The Provider determines the auditor selection criteria and scope of the audit.

4.5. Technical requirements
4.5.1. The User/Partner must ensure that its hardware and software meet the minimum technical requirements recommended by the Provider.
4.5.2. The Provider is not liable for inability to use the Solution due to the User's/Partner's equipment failing to meet recommended specifications, or for any resulting losses.


5. FEES AND SETTLEMENTS

5.1. General fee terms
5.1.1. Use of the Solution is subject to payment. The Provider's remuneration consists of commissions, charges and other payments under the current Fees.
5.1.2. Fees are determined under the schedule in effect when the relevant Action in the Solution is performed. For fee purposes, an Action occurs when it is recorded in the Provider's systems.

5.1.3. The Provider sets Fees at its sole discretion; they may depend on:

• the type of Action in the Solution;
• transaction volumes;
• User or Partner status;
• functional modules used;
• transaction currency;
• the User's/Partner's credit quality and history; and
• other parameters published in the Account.

5.2. Fee structure and application
5.2.1. Fees may take the following forms:
• a fixed amount per unit of account;
• a percentage of the value of a unit of account;
• a combination of a fixed amount and percentage;
• a subscription fee;
• a minimum fee per period;
• penalties; or
• other forms specified in the Fees.
5.2.2. The Provider may set minimum and maximum fees. If the calculated transaction fee is below the applicable minimum, the minimum fee is charged.

5.3. Changes to Fees
5.3.1. The Provider may unilaterally change the Fees. It gives notice by publishing the new Fees in the User's/Partner's Account.
5.3.2. Fee changes take effect on publication in the Account unless the changes specify another effective date.
5.3.3. Continued use of the Solution after Fee changes take effect constitutes full and unconditional acceptance of the new Fees. If the User/Partner disagrees, its sole remedy is to cease using the Solution under Section 17.

5.4. Settlement procedure
5.4.1. All settlements between the Parties are made from the User's/Partner's Collateral. The Provider records the User's/Partner's obligations and displays settlement information in the Account.

5.4.2. The balance displayed in the Account:
• is for information only and may not reflect all completed and planned debits;
• represents the portion of Collateral available for Actions, net of reserved amounts; and
• is not a bank account and does not earn interest.

5.4.3. The Provider does not open separate bank accounts for Users/Partners. Funds provided as Collateral are recorded by the Depositary.

5.5. Debits
5.5.1. The Provider initiates debits for fees, remuneration, fines, default interest and other payments without further acceptance by deducting the corresponding amounts from the User's/Partner's Collateral.
5.5.2. The User/Partner must maintain sufficient unencumbered Collateral to cover all current and future obligations. The Provider may, but is not obliged to, notify the User/Partner of any shortfall.

5.5.3. If Collateral is absent or insufficient, the Provider may:
• immediately suspend access to the Solution and block Actions;
• decline transactions;
• require additional Collateral under Section 6; and
• recover the debt through court proceedings.

5.6. Debt and financial penalties
5.6.1. Any amount unpaid when due is overdue debt. From the time debt arises, the Provider may suspend access to the Solution until it is paid in full.
5.6.2. Interest for the use of another person's funds accrues on the debt at 0.2% of the outstanding amount for each day of delay, subject to a minimum equivalent to USD 50 per month.
5.6.3. The User/Partner bears all debt recovery costs, including court costs, legal and collection fees and any other related expenses.

5.7. Additional expenses
5.7.1. The User/Partner bears all bank, payment system, Depositary and payment instrument provider charges and other expenses connected with executing and processing transactions. The Provider may deduct them from the User's/Partner's Collateral.
5.7.2. The Provider does not reimburse additional payment transaction costs unless they arose exclusively through the Provider's fault and this is expressly evidenced by documents.


6. COLLATERAL

6.1. General provisions
6.1.1. To use the Solution's functions, the Provider may require the User/Partner to provide Collateral in the amount and form determined at the Provider's sole discretion based on its risk assessment.

6.1.2. In setting the amount and form of Collateral, the Provider takes account of:

• the volume and types of Actions planned by the User/Partner;
• the Provider's assessment of credit, operational, market and reputational risks; and
• the requirements of payment instrument providers, Depositaries, partner banks and payment systems.

6.1.3. The Provider may unilaterally change Collateral amount and form requirements. Notice is sent through the Account and/or by email. Changes take effect on the date specified in the notice.

6.2. Provision of Collateral
6.2.1. The User/Partner deposits Collateral into the Provider's nominee account with the Depositary or another account specified in the Account and designated for recording the User's/Partner's funds. By transferring funds, the User/Partner irrevocably consents to the Provider and Depositary dealing with those funds under this Offer.
6.2.2. Funds are deemed credited as Collateral once received in the account referred to in clause 6.2.1 and recorded in the Provider's and/or Depositary's systems. The credit is displayed in the Account.

6.3. Provider's rights concerning Collateral
6.3.1. The Provider may interact with and issue sole and unconditional instructions to the Depositary concerning the User's/Partner's Collateral, including:

• retaining funds;
• debiting funds without further acceptance;
• returning funds; and
• blocking funds.

6.3.2. Grounds for debiting Collateral include:

• executing the User's/Partner's instructions to send funds to a payment instrument provider;
• paying fees, remuneration, fines, default interest, penalties and other amounts due to the Provider under this Offer and the Fees;
• compensating the Provider for losses under clauses 11.3 and 11.4;
• meeting obligations arising from chargebacks, refunds and disputed transactions;
• complying with court orders, directions of competent authorities, and requirements of payment instrument providers or payment systems; and
• any other payments expressly provided for by this Offer.

6.3.3. The Provider may determine the order of debits from Collateral at its discretion.

6.4. Responsibility for Collateral
6.4.1. The Provider: (a) engages the Depositary as a good-faith and reasonable market participant. The Provider is not liable for acts or omissions of the Depositary that are not the Provider's fault, including regulatory blocking of the Depositary's accounts, the Depositary's insolvency or unlawful acts of its employees.
(b) uses commercially reasonable efforts to select a reliable Depositary but does not guarantee its uninterrupted operation.

6.4.2. The User/Partner is fully responsible for:

• the legality of the sources of funds provided as Collateral;
• such funds' compliance with applicable currency, tax and AML/CFT laws;
• providing Collateral on time; and
• all risks connected with transferring funds until they are credited to the account referred to in clause 6.2.1.

6.5. Return of Collateral
6.5.1. The Provider returns the remaining Collateral after this Offer terminates and all current and future obligations of the User/Partner that may arise from pre-termination activities have been discharged, including chargebacks, customer claims and regulatory requirements.
6.5.2. The balance is returned after the Provider completes all necessary checks and closing procedures. Return may take up to 60 calendar days from termination of the Offer or, where investigations or third-party claims are involved, until they are fully resolved.
6.5.3. Funds are returned to the payment details from which the Collateral was provided unless applicable law or a competent authority's decision requires otherwise. Return to other details requires the Provider's consent and may be conditional on additional documents.

6.6. Additional terms
6.6.1. If Collateral is insufficient for the User's/Partner's current or future obligations, the Provider may require additional Collateral within a reasonable period specified in its demand.
6.6.2. Failure to provide additional Collateral by the deadline may justify suspension of access to the Solution and/or unilateral termination of the Offer without court proceedings.
6.6.3. The User/Partner bears all costs of providing, holding, recording and returning Collateral, including bank, payment system and Depositary charges. The Provider may deduct those costs from Collateral.


7. TAXES AND DUTIES

7.1. Allocation of tax obligations
7.1.1. The User/Partner acknowledges and agrees that it is solely and fully responsible for calculating, withholding, remitting and reporting all taxes, levies, duties and other mandatory payments (Taxes) arising in connection with:

• using the Solution;
• carrying on any activity through the Solution;
• deriving income, carrying out transactions or providing services to third parties using the Solution;
• providing, holding, using or receiving a return of Collateral;
• issuing, circulating, redeeming or otherwise dealing in Digital Instruments; and
• any other business or economic activity connected in any way with use of the Solution.

7.1.2. The User/Partner must perform the tax obligations in clause 7.1.1 under the laws of its country of registration, tax residence and operation, and all other countries whose laws may apply to its activities involving the Solution.

7.2. Provider's status and obligations
7.2.1. The Provider is not the User's/Partner's tax agent unless mandatory applicable law that cannot be contracted out of expressly provides otherwise.

7.2.2. The Provider is not responsible for:

• the User's/Partner's correct calculation of Taxes;
• the User's/Partner's timely payment of Taxes;
• any tax returns filed by the User/Partner;
• the consequences of tax audits of the User/Partner; or
• determining the tax treatment of the User's/Partner's transactions.

7.2.3. All payments stated in this Offer and the Fees are exclusive of Taxes. The User/Partner must withhold or pay all such Taxes and ensure that the Provider receives the net amount of remuneration it would have received in their absence.

7.3. Tax warranties and indemnity
7.3.1. The User/Partner warrants that:

• all its use of the Solution strictly complies with the tax laws of all applicable jurisdictions;
• it performs all tax obligations fully and on time; and
• it does not use the Solution for tax evasion, unlawful tax reduction or other unlawful tax schemes.

7.3.2. The User/Partner undertakes to defend, hold harmless and indemnify the Provider (as defined in clause 11.3) against ANY AND ALL losses arising in connection with:

• its failure to perform or improper performance of tax obligations; and
• any claims, demands or fines imposed on the Provider by tax or other authorities in connection with the User's/Partner's tax obligations or activities using the Solution.
• The User/Partner undertakes promptly to settle such claims itself and at its own expense, and to provide documentary proof of settlement on the Provider's first request.

7.4. Taxation of the Provider's remuneration
7.4.1. If applicable law requires any tax to be withheld from payments to the Provider (Withholding Tax), the User/Partner undertakes to:

• increase the payment so that, after all Withholding Tax, the Provider receives its full remuneration under the Offer and Fees without deduction;
• withhold and remit the Withholding Tax to the budget on time; and
• provide the Provider with duly certified copies of payment orders and tax certificates evidencing withholding and remittance within ten (10) business days of remittance.

7.4.2. The User/Partner bears all bank charges and other costs of grossing up a payment under clause 7.4.1.

7.5. Indirect taxes
7.5.1. If indirect taxes (VAT, GST, sales tax or similar taxes) apply to the services, they are added to the Provider's remuneration and paid by the User/Partner in the prescribed manner.
7.5.2. The Provider may issue the User/Partner an invoice or other prescribed document. Absence of an invoice does not release the User/Partner from paying applicable indirect taxes if the law places that obligation directly on it.

7.6. Tax documents and audit
7.6.1. At the Provider's request, the User/Partner must, within a reasonable period not exceeding 15 calendar days, provide duly certified documents evidencing its tax status (including tax residence forms), performance of tax obligations and other requested tax documents.
7.6.2. If the requested documents are not provided on time or are inaccurate, the Provider may suspend services and/or unilaterally terminate the Offer without court proceedings.

8. RESTRICTIONS AND PROHIBITIONS

8.1. Prohibited activities
8.1.0. General principle and evolving list
(a) This Section contains a basic, non-exhaustive list of prohibitions. The Provider may unilaterally clarify, supplement and detail prohibited activities, goods and services and impose special compliance requirements.
(b) The Provider publishes an expanded list of prohibited activities, including additions and clarifications, in the User's/Partner's Account and/or Solution documentation (Expanded Prohibited List).
(c) The Expanded Prohibited List forms an integral part of this Offer. The User/Partner must consult its current version independently and regularly. Use of the Solution after changes to the List are published constitutes unconditional acceptance of them.
Direct or indirect use of the Solution in connection with the following purposes, activities, goods and services, including their promotion, support or facilitation, is prohibited:

8.1.1. Unlawful and dishonest activities:

• Money laundering, terrorist financing and financing the proliferation of weapons of mass destruction.
• Participation in corruption schemes, commercial bribery or giving bribes.
• Evasion of taxes, duties or other mandatory payments.
• Organizing or participating in activities restricting competition, including cartels.
• Any other activity expressly prohibited by applicable law or capable of exposing the Provider to legal liability or harming its business reputation.

8.1.2. Prohibited goods and services:

• Narcotics, psychotropic substances and their precursors, and goods or services promoting their use or consumption.
• Firearms, bladed or gas weapons, ammunition, explosives and their principal components.
• Counterfeit products, products infringing intellectual property rights, and means of circumventing those rights.
• Trafficking in people, human organs, tissues or biological materials.
• Live animals and plants protected under international conventions and national law.
• Pornographic products, including those involving minors, and content promoting violence, cruelty, intolerance or other unlawful conduct.
• Gambling, wagering, lotteries or bookmaking without the appropriate license issued by a competent authority in the jurisdiction where the activity takes place.
• Pyramid and Ponzi schemes, and unlicensed investment activities.
• Cash-out activities and transaction structuring to evade reporting.
• Marketing practices considered unfair, aggressive or misleading, including clickbait, fake news and fraudulent investment solicitation schemes.

8.1.3. Breaches of the Solution's security and integrity:

• Distributing malware (viruses, trojans or ransomware) or organizing or carrying out cyberattacks (DDoS, phishing or hacking).
• Unauthorized access to the Provider's or third parties' data or systems.
• Sending bulk unsolicited messages (spam).
• Any actions placing a disproportionate load on the Solution's infrastructure or harming its stability, performance or availability.

8.1.4. Breaches of age restrictions and rights of vulnerable persons:

• Issuance and use of Digital Instruments by persons below the age prescribed by applicable law and/or the payment instrument provider's rules, in any event below 18 years.
• Serving minors without first obtaining duly evidenced consent from their legal representatives.

8.1.5. Sanctions and regulatory restrictions:

• Transactions with jurisdictions or persons (individuals or entities) listed under OFAC, EU or UN sanctions or other applicable sanctions lists.
• Any acts aimed at circumventing, feigning compliance with, or directly breaching international sanctions regimes.
• Activities in countries and jurisdictions prohibited by the Provider's internal policies or the rules of payment instrument providers, the Depositary or payment systems.

8.2. User's/Partner's obligations to comply with restrictions
8.2.1. The User/Partner must:

• Independently and promptly review all updates to this Section 8 and the Expanded Prohibited List published in the Account and/or Solution documentation.
• Immediately stop using the Solution for any transaction that may be regarded as prohibited or suspicious and notify the Provider where necessary.
• Implement, maintain and follow internal rules and procedures ensuring continuous monitoring of its own activities and, for a Partner, those of its customers against this Section and the current Expanded Prohibited List.
• Screen customers, counterparties and transactions at least quarterly against the prohibitions, including current sanctions lists and the Expanded Prohibited List.
• Provide evidence of such checks and internal procedures at the Provider's request.

8.3. Provider's rights when monitoring and detecting breaches
8.3.1. The Provider may continuously monitor and analyze all Actions in the Solution, including transactions, user data and other content, for compliance with the prohibitions, using automated systems and manual reviews.
8.3.2. If a breach or reasonable suspicion of one is identified, the Provider may, at its discretion, without prior notice and without liability for resulting harm:

• Immediately suspend, restrict or terminate access to the Solution.
• Block any Actions, Digital Instruments, and all or part of the Collateral.
• Unilaterally terminate this Offer without court proceedings.
• Withhold return of any Collateral connected with prohibited activities pending completion of all necessary internal and external checks.
• Deduct from Collateral amounts covering all losses (including liquidated damages under clause 17.5) and fines.
• Provide all available information about the breach and the User/Partner to law enforcement, regulators and other competent authorities, and to payment instrument providers and payment systems.

8.4. Indemnity and ultimate consequences
8.4.1. Breach of any provision of this Section constitutes a material breach of the Offer. The User/Partner must compensate the Provider in full for all losses (within the meaning of clause 11.3) arising from the breach, including:

• Direct losses and lost profits.
• All fines, penalties and sanctions imposed on the Provider by payment instrument providers, regulators, payment systems, partner banks or other third parties.
• All court costs, legal fees and claim settlement costs.
• Investigation and incident remediation costs.

9. INTELLECTUAL PROPERTY

9.1. Rights in the Solution
9.1.1. All exclusive rights in the Solution and its components, including code, algorithms, databases, user interfaces, graphics, know-how, documentation, trademarks and trade names, belong to the Provider or other rights holders.
9.1.2. This Offer does not transfer intellectual property rights to the User/Partner, except for the grant of a non-exclusive license to use the Solution under this Offer.

9.2. License terms
9.2.1. The Provider grants the User/Partner a non-exclusive, non-transferable, revocable license, without the right to sublicense, to use the Solution during the term of the Offer solely for its purposes.
9.2.2. The license is worldwide unless the Solution's functional restrictions provide otherwise.
9.2.3. The license is granted when access to the Solution is activated and continues until this Offer terminates.

9.3. Restrictions on use
The following are prohibited:

9.3.1. Any use outside the license, including:
• copying, modifying or distributing the Solution or its components;
• creating derivative works based on the Solution; and
• commercial use without the appropriate fee plan.

9.3.2. Circumventing the Solution's technical restrictions, including:
• decompiling, disassembling or reverse engineering;
• altering, removing or concealing intellectual property notices; and
• attempting unauthorized access to source code.

9.4. User/Partner content
9.4.1. By placing content in the Solution, the User/Partner grants the Provider a royalty-free, non-exclusive, worldwide license to use it to provide services under this Offer.
9.4.2. The content license includes rights to reproduce, distribute, process, adapt and publicly display content to the extent necessary for the Solution to operate.
9.4.3. The User/Partner warrants that it has the necessary rights to posted content and is fully responsible for any infringement of third-party rights.

9.5. Feedback and improvements
9.5.1. All suggestions, comments and other feedback concerning the Solution's functionality become the Provider's property upon submission.
9.5.2. The Provider may use feedback for any purpose without further consent or compensation.

9.6. Liability for breaches
9.6.1. A breach of this Section is a material breach of the Offer and may result in:
• immediate termination of the license;
• blocking of access to the Solution;
• unilateral termination of the Offer; and
• recovery of losses in full.

9.7. Additional provisions
9.7.1. All updates, modifications and new versions of the Solution are subject to this Section.
9.7.2. The Provider may use technological measures to protect copyright, and the User/Partner undertakes not to circumvent them.
9.7.3. Nothing in this Offer grants the User/Partner any rights in the Provider's patents, know-how or other intellectual property except as expressly stated in clause 9.2.1.


10. CONFIDENTIALITY

10.1. Confidential information
10.1.1. Confidential information is all data learned by the Parties in connection with performance of this Offer, including:

• personal data, trade secrets and know-how;
• technical data, the Solution's architecture and source code;
• financial information, fee terms and the business model;
• operational data, usage statistics and customer lists; and
• any other information expressly designated confidential.

10.1.2. Confidentiality obligations do not apply to information:

• that becomes public through no fault of a Party;
• obtained from third parties without a confidentiality obligation;
• disclosed at the request of public authorities in the prescribed manner;
• disclosed by the Provider to payment instrument providers, payment systems or other third parties to the extent necessary for the Solution's proper operation and performance of this Offer; or
• independently developed by the Parties without using confidential information.

10.2. Parties' obligations
10.2.1. The Parties undertake to:

• not disclose confidential information to third parties without the other Party's prior written consent;
• use confidential information solely to perform this Offer;
• protect it with the same degree of care as their own information of a similar nature; and
• limit access to employees and counterparties who need it to perform the Offer.

10.3. Data protection
10.3.1. The Parties undertake to take all reasonable technical and organizational measures to protect confidential information, including:

• modern encryption methods;
• regular updates to protection systems;
• access logs for confidential information; and
• security audits.

10.3.2. When processing personal data, the Parties undertake to comply with applicable personal data protection law.

10.4. Duration of confidentiality
10.4.1. Confidentiality obligations continue for three (3) years after termination of the Offer unless applicable law prescribes a longer period.
10.4.2. Obligations concerning particular information, including personal data and trade secrets, continue for the periods prescribed by law.


11. LIABILITY OF THE PARTIES

11.1. Disclaimer of warranties
11.1.1. The Solution is provided “as is” and “as available.” The Provider gives no express or implied warranties concerning it, including warranties of:

• merchantability or fitness for a particular purpose;
• non-infringement of third-party rights;
• uninterrupted or error-free operation;
• security, accuracy or timeliness of the data supplied; or
• meeting the User's/Partner's requirements.

11.1.2. The Provider does not warrant that the Solution's functions will meet the User's/Partner's requirements, that it will operate without interruption or errors, that defects will be corrected, or that it is free of viruses or other harmful components.

11.2. Limitation of the Provider's liability
11.2.1. The Provider is not liable for:

• any direct, indirect, incidental, special or punitive damages;
• lost profits, lost data or business interruption;
• reputational harm or other economic losses;
• consequences of acts or omissions of the User/Partner or third parties, including payment instrument providers, partner banks and payment systems; or
• decisions made by the User/Partner based on information obtained through the Solution.

11.2.2. The Provider's aggregate liability for all claims arising in connection with this Offer is limited to the lesser of:

• USD 500 (five hundred); and
• the fees actually paid to the Provider during the last three (3) months before the event giving rise to liability.

11.3. Indemnification obligation
11.3.1. The User/Partner must FULLY AND UNCONDITIONALLY INDEMNIFY the Provider, its affiliates, partners, directors, employees and agents against ANY AND ALL losses, claims, demands, costs, damages and liabilities (including full court costs and legal fees) arising directly or indirectly in connection with:

• the User's/Partner's breach of this Offer;
• the User's/Partner's breach of applicable law;
• the User's/Partner's breach of payment systems', partner banks' or payment instrument providers' rules;
• fraudulent, negligent or intentionally unlawful acts of the User/Partner or its customers;
• any transaction disputes (chargebacks), refunds or other financial claims;
• insufficient Collateral to cover the User's/Partner's obligations; or
• ANY third-party claims connected in any way with the User's/Partner's use of the Solution or its activities.

11.3.2. This obligation includes FULL REIMBURSEMENT OF ALL SUMS the Provider must pay third parties under a court decision, pre-litigation settlement or any other basis, and ALL COSTS incurred in settling such claims and defending its rights. The Provider may debit all sums recoverable under this clause from the User's/Partner's Collateral without further acceptance.

11.4. User's/Partner's liability
11.4.1. The User/Partner is fully responsible for:

• compliance with applicable law and third-party rights;
• all acts and omissions through its account;
• the legality, accuracy and propriety of all Actions using the Solution;
• settling third-party claims connected with its activities; and
• proper KYC/KYB/AML procedures for its customers, in the case of Partners.

11.4.2. If claims connected with the User's/Partner's acts are made against the Provider, the User/Partner must immediately assume conduct of all related judicial and administrative proceedings and reimburse all of the Provider's expenses. The Provider may debit all such expenses from Collateral without further acceptance.

11.5. Exceptions to liability limitations
11.5.1. This Section's liability limitations do not apply to:

• liability for personal injury or death;
• liability arising from intentional acts; or
• liability that cannot be limited under applicable law.

11.5.2. If any provision of this Section is held invalid, the others remain effective to the fullest permissible extent.


12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. Governing law
12.1.1. This Offer and all relations between the Parties arising from or in connection with it are governed by and construed under the substantive law of the Provider's country of registration, without applying conflict-of-laws rules or principles.

12.2. Mandatory pre-litigation dispute resolution
12.2.1. Any dispute, controversy or claim arising from or in connection with this Offer (Dispute) is subject to mandatory pre-litigation resolution.
12.2.2. The complaining Party must send the other Party a reasoned written claim through the Account or to the Provider's official email address.
12.2.3. The period for pre-litigation resolution is 60 calendar days from receipt of the claim. Court proceedings may not be commenced before that period expires.

12.3. Exclusive jurisdiction and dispute resolution
12.3.1. Any Dispute not resolved before litigation is finally determined by the court at the Provider's place of registration.
12.3.2. The Parties unconditionally submit to the exclusive jurisdiction of that court and waive any objection to jurisdiction on any ground.

12.4. Special judicial remedies
12.4.1. The provisions on pre-litigation procedure and exclusive jurisdiction do not restrict the Provider's right to apply to any court of competent jurisdiction for:

• an injunction; or
• another judicial remedy,
• to prevent or stop infringement of intellectual property rights, misuse of confidential information or threats to the Solution's security.

12.5. Special procedural agreements
12.5.1. The Parties unconditionally waive:

• the right to trial by jury; and
• the right to participate in class or consolidated actions.

12.6. Limitation period
12.6.1. The Parties agree to shorten the limitation period for any claim arising from or in connection with this Offer to one (1) year from when the Party knew or ought to have known of the breach.


13. ADDITIONAL TERMS

13.1. Terms for particular services
13.1.1. Use of particular functional modules, Solution components or additional services (Special Services) may require the User/Partner to accept separate terms, license agreements or annexes (Special Terms).
13.1.2. The Special Terms are brought to the User's/Partner's attention by publication in the Account or presentation in the Solution interface when the relevant service is activated.
13.1.3. Commencing use of a Special Service constitutes full and unconditional acceptance of its Special Terms.
13.1.4. If this Offer directly conflicts with Special Terms, the Special Terms prevail for the relevant Special Service.

13.2. Engagement of third parties
13.2.1. The User/Partner agrees that the Provider may engage any third-party subcontractors at its discretion to provide services within the Solution, including banks, payment systems, processing centers, KYC/KYB/AML providers, hosting providers and technology partners.
13.2.2. The User/Partner irrevocably consents to disclosure to those third parties of its data and, for Partners, its customers' data to the extent necessary to provide services under this Offer.

13.3. Liability concerning third parties
13.3.1. Provider's liability. The Provider is liable for the acts and omissions of third parties it engages as for its own acts and omissions solely within the liability limits in Section 11 (Liability of the Parties).

13.3.2. Exclusion of Provider's liability. The Provider is not liable for:

• the quality, continuity or timing of third-party services;
• changes to third parties' fees, rules or service terms, or suspension or termination of their operations; or
• direct or indirect losses of the User/Partner resulting from third parties' acts or omissions.

13.3.3. Independent relationships. Where the User/Partner is a party to a separate agreement with a third party, such as a payment instrument provider or bank, the Provider has no liability for that third party's performance. The User/Partner undertakes to resolve all such disputes directly with that third party.

13.4. Changes and notices
13.4.1. The Provider may unilaterally change the list of third parties engaged and the terms of their engagement without prior notice to the User/Partner.


14. DATA SECURITY AND PRIVACY

14.1. Provider's approach to security
14.1.1. The Provider uses commercially reasonable efforts to secure the Solution and data processed within it in accordance with generally accepted industry practices for services of similar complexity and nature.
14.1.2. The Provider implements technical and organizational measures to protect the confidentiality, integrity and availability of data. Specific measures are the Provider's trade secrets and are not disclosed except as expressly required by law.

14.2. Allocation of responsibility for data
14.2.1. The Provider acts as a Processor of personal data that the User/Partner places or processes using the Solution.
14.2.2. The User/Partner is an independent Controller of its data and is solely responsible for:

• the lawful collection of data and all necessary rights and consents for processing data supplied to the Solution;
• the content, accuracy and legality of data it instructs the Provider to process; and
• determining the purposes and legal bases for processing.

14.2.3. The Provider processes personal data for the purposes and to the extent necessary to perform this Offer properly.

14.3. Incident management (information security and data breaches)
14.3.1. The Provider will notify the User/Partner of a security incident known to the Provider that has resulted or may result in unauthorized disclosure of the User's/Partner's data within a reasonable period after confirming the incident and obtaining enough information to give a meaningful notice.
14.3.2. The Provider need not notify incidents that do not affect the confidentiality or integrity of the User's/Partner's data.
14.3.3. The User/Partner must immediately notify the Provider of any known or suspected compromise of its credentials or any other action that may threaten the Solution's security.

14.4. Security audit
14.4.1. The Provider regularly conducts internal audits and security assessments of its infrastructure.
14.4.2. The User/Partner may not independently conduct penetration tests, vulnerability scans or other security audits of the Provider's infrastructure without its prior written consent.

14.5. User's/Partner's security obligations
14.5.1. The User/Partner is fully responsible for:

• safeguarding and keeping confidential its credentials (usernames, passwords and API keys). All acts performed using them are deemed performed by the User/Partner;
• proper configuration and security of its own equipment, software and network connections used to access the Solution; and
• responding promptly to the Provider's notices to update client software or change credentials.

14.6. Limitation of liability
14.6.1. The Provider is not liable for incidents directly or indirectly caused by acts or omissions of the User/Partner, its staff or customers, including breaches of credential rules, use of vulnerable or outdated software on the User's/Partner's side, or unauthorized acts enabled by compromised access credentials.


15. TECHNICAL SUPPORT

15.1. General support terms
15.1.1. The Provider may offer technical support to Users and Partners through:
• email;
• feedback forms in the Account;
• messaging services; and
• a telephone hotline (where applicable to a particular fee plan).
The available support channels are exhaustive as of the time of contact and may be changed by the Provider.
15.1.2. Support hours, including time zones and breaks, are published in the Account and may be changed unilaterally by the Provider.

15.2. Request handling procedure and times
15.2.1. The Provider uses commercially reasonable efforts to provide an initial response within 24 hours after a request is logged in its system during support working hours.

15.2.2. The actual resolution time depends on:
• the request's category and complexity;
• support workload;
• the need to involve third-party service providers; and
• the completeness and quality of information supplied by the User/Partner.
15.2.3. The Provider may prioritize requests according to their criticality and effect on the Solution.

15.3. User's/Partner's obligations when contacting support
15.3.1. The User/Partner undertakes to provide:
• a detailed description of the issue or question;
• the sequence of actions that led to it;
• information on the hardware and software used;
• screenshots, error logs and transaction identifiers, if available; and
• other information needed to diagnose the issue.
15.3.2. The User/Partner warrants the accuracy of the information supplied and is responsible for the consequences of inaccurate information.

15.4. Limits of technical support
15.4.1. Technical support covers only:
• access to the Solution and its basic functions;
• technical failures and errors in the Solution; and
• guidance on using the Solution's interface and API.

15.4.2. Technical support does not cover:
• payment routing or third-party services;
• recommendations on selecting payment providers or other service providers;
• legal, tax or financial advice;
• basic business training;
• configuring the User's/Partner's equipment or software;
• advice on optimizing the User's/Partner's business processes; or
• configuring or supporting custom business logic implemented through the Solution's API.

15.5. Special terms for Partners
15.5.1. Partners may receive enhanced support under their fee plan, including:
• a dedicated partner manager;
• priority handling; and
• extended support hours.
15.5.2. The Partner undertakes to provide first-line support to its customers and refer to the Provider only escalated requests it cannot resolve itself.

15.6. Sanctions for breaching communication rules
15.6.1. If the User/Partner breaches technical support communication rules, including by:
• rude or insulting conduct;
• repeated unjustified requests;
• spam; or
• attempts at unauthorized access to support systems,
the Provider may take measures including:
• temporarily restricting access to support channels;
• suspending support through those channels;
• restricting account functionality; or
• unilaterally terminating the Offer.

15.6.2. The Provider alone decides on sanctions under its internal procedures.


16. ADDITIONAL LEGAL PROVISIONS

16.1. Survival
16.1.1. Provisions that by their nature should survive termination remain effective indefinitely, for the period stated in the Offer, or for as long as needed to fulfill their purpose. They include, without limitation:

• Confidentiality;
• Intellectual property;
• Liability and indemnification;
• Dispute resolution;
• Tax obligations; and
• Restrictions on use.

16.2. Severability
16.2.1. If any provision is held invalid, unlawful or unenforceable in a jurisdiction, this does not affect:

• the validity, legality or enforceability of the remaining provisions in that jurisdiction; or
• the validity, legality or enforceability of that provision in any other jurisdiction.

16.2.2. The Parties undertake to replace an invalid provision with a legally valid provision as close as possible to its meaning and economic effect.

16.3. Nature of the legal relationship
16.3.1. This Offer does not create between the Parties:

• a partnership or joint venture;
• a franchise;
• an employment relationship; or
• any relationship other than that of independent parties.

16.4. Waiver
16.4.1. A Party's failure or delay in exercising any right or remedy under this Offer does not constitute a waiver of that right or remedy.
16.4.2. A single or partial exercise of a right or remedy does not prevent its subsequent exercise in full.

16.4.3. A waiver is effective only if in writing and signed by the waiving Party.
16.5. Set-off
16.5.1. The Provider may unilaterally set off any monetary claim against the User/Partner against any monetary obligation it owes to the User/Partner.
16.5.2. Set-off takes effect when the corresponding entry is reflected in the User's/Partner's Account. The Provider must notify the User/Partner through the Account or by email within a reasonable time afterward.

16.6. Assignment and transfer of obligations
16.6.1. The User/Partner may not assign any of its rights or claims under this Offer, or transfer any of its debts to third parties, in whole or part, without the Provider's prior written consent. Any attempted assignment or transfer without consent is void and constitutes a material breach.
16.6.2. The User/Partner irrevocably consents to the Provider assigning any rights or claims and transferring any obligations under this Offer, in whole or part, to any third party at its discretion, including:

• any Provider affiliate;
• in connection with any form of Provider reorganization (merger, consolidation, division, spin-off or conversion); or
• upon the sale of all or a substantial part of the Provider's assets connected with the Solution, its intellectual property rights or its business as a whole.

16.6.3. Upon such assignment or transfer of debt, the Provider is released from the obligations under this Offer that pass to the new creditor (successor). The Provider will notify the User/Partner of the assignment or transfer under clause 16.8.

16.7. Language and precedence of versions
16.7.1. The official language of this Offer is English.
16.7.2. Translations into other languages are provided solely for the User's/Partner's convenience and have no legal effect.
16.7.3. In case of discrepancies between the English version and any translation, the English version prevails.

16.8. Notices and communications
16.8.1. Effective notice. Any notices, messages, documents and legally significant statements (Notices) sent by the Provider in any of the following ways are deemed duly delivered to and received by the User/Partner:

• upon posting in the User's/Partner's Account, for any Notice;
• upon sending to the email address supplied by the User/Partner at registration or in the Account, for any Notice; or
• upon delivery of a push notification, SMS or messaging service message, where technically integrated.

16.8.2. Binding documents. The following documents in their current versions are legally binding on the User/Partner:

• this Offer;
• the Fees; and
• other terms, policies and procedures identified as binding in this Offer and posted by the Provider in the Account or on its official website.

16.8.3. User's/Partner's duties. The User/Partner bears all responsibility and risks associated with:

• checking the Account and specified contact channels regularly (daily checks are recommended) for Notices;
• promptly notifying the Provider of changes to its contact details (email, telephone, etc.), and in any event within three (3) business days of the change;
• keeping its communication channels operational and software correctly configured to receive Notices; and
• any adverse consequences of failing to receive or receiving Notices late for reasons beyond the Provider's control.

Until contact details are updated, Notices sent to the old details are deemed duly received by the User/Partner.

16.8.4. Communications with the Provider
16.8.4.1. For operational and technical matters, the User/Partner communicates with the Provider's support team through the channels specified in the Account.
16.8.4.2. Official notices, claims and other legally significant messages must be sent to the Provider's email address designated for that purpose in the Account's Contacts section.
16.8.4.3. A legally significant message is deemed received by the Provider at the date and time automatically recorded in its business correspondence system, provided it has not received a non-delivery notice.
16.8.4.4. Messages sent by other means, including telephone, messaging services or personal visits, are not official notices and create no legal obligation for the Provider to review or answer them.

16.9. Entire agreement
16.9.1. This Offer is the Parties' entire and sole agreement on its subject matter and supersedes all prior oral or written understandings, proposals and agreements.

16.10. Interpretation
16.10.1. Section and clause headings are for convenience only and do not affect interpretation.

16.10.2. References to “including” mean “including without limitation.”


17. TERMINATION

17.1. Termination by agreement
17.1.1. This Offer may be terminated at any time by mutual written agreement of the Provider and User/Partner.

17.2. Termination at the User's/Partner's initiative
17.2.1. The User/Partner may initiate termination if all the following conditions are met:

• there is no debt to the Provider;
• the Collateral balance is zero or positive; and
• there are no active Digital Instruments or pending transactions.

17.2.2. To terminate, the User/Partner must submit a request through support and follow all its instructions.
17.2.3. Termination at the User's/Partner's initiative does not release it from pre-termination obligations, including payment of accrued fees and remuneration, settlement of open Actions in the Solution, compensation for losses and payment of other penalties.

17.3. Early termination by the Provider for breach
17.3.1. The Provider may terminate this Offer unilaterally without court proceedings, immediately block access, and subsequently notify the User/Partner at the email address given at registration if it commits any of the following Critical Breaches:

• discovery of fraudulent activities;
• breach of sanctions laws;
• receipt of demands or orders from law enforcement or other competent authorities, or a payment instrument provider, concerning the User/Partner;
• a threat to the security of the Solution, its infrastructure or other users' data; or
• use of the Solution for activities prohibited by Section 8.

17.3.2. The Provider may terminate this Offer unilaterally without court proceedings by giving at least ten (10) calendar days' prior notice to the User/Partner at the email address given at registration for the following Other Breaches:

• overdue debt to the Provider;
• failure to provide requested documents or information within the prescribed period;
• failure to comply with lawful demands to provide or replenish Collateral;
• provision of inaccurate or incomplete information; or
• another material breach of the Offer not falling under clause 17.3.1.

17.4. Unilateral termination by the Provider without breach
17.4.1. The Provider may terminate this Offer unilaterally without court proceedings for any reason by giving the User/Partner at least thirty (30) calendar days' notice at the email address given at registration.

17.5. Liquidated damages
17.5.1. If the Offer terminates on the grounds in clauses 17.3.1 or 17.3.2, the User/Partner must pay the Provider liquidated damages.
17.5.2. Liquidated damages equal the fees paid to the Provider during the last six (6) months of the User's/Partner's activities. If the Offer has been in force for less than six months, the amount is based on fees for the entire period of activity.
17.5.3. The amount is deducted from the User's/Partner's Collateral without further acceptance and is acknowledged by the Parties as a fair and proportionate estimate of the Provider's losses resulting from early termination due to the User's/Partner's fault.

17.6. Consequences of termination
17.6.1. Upon termination, all User/Partner licenses and access rights to the Solution are revoked and new Actions are blocked.
17.6.2. The remaining Collateral, less all amounts due to the Provider including liquidated damages under clause 17.5, is returned within the period specified in clause 6.5.2.

Privacy Policy

Last updated: June 2, 2025

This Privacy Policy (“Policy”) governs the collection, use, storage, disclosure, and protection of personal data of individuals processed while using the website and Solutions VALUT.NET, PRO.VALUT.NET (hereinafter — “Company”, “we”, “us”, “Service”, “Solution”).

1. General Provisions

1.1. This Policy applies to all Users, regardless of their location, when using the Solution, including the website, mobile applications, APIs, referral programs, and other platforms administered by the Company.

1.2. By using the Solution, you confirm that you have read, understood, and agreed to the processing of your personal data in accordance with this Policy.

1.3. If you do not agree with the terms of this Policy, you must stop using the Solution.

2. Contact Information
Website: https://valut.net
Email: info@valut.net
You may send inquiries, requests, or complaints regarding the processing of personal data to the specified email address.

3. Data Processed

3.1. Data provided by the User:

• Full name
• Date of birth, nationality
• Residential and registration address
• Phone number, email address
• Passport data or other identity documents
• Tax Identification Number (TIN), if applicable
• Company representative information (if acting on behalf of a legal entity)
• Financial data: account details, banking/payment info (in anonymized form)
• Documents and other data provided for verification or KYC/AML purposes
• Other information submitted via feedback forms, loyalty programs, surveys, or support

3.2. Data collected automatically:

• IP address, browser type, language settings, device model, OS version
• Login/logout times, website activity
• Geolocation data (with permission)
• Transaction data and in-app actions
• Logs, cookies, pixels, session identifiers

3.3. Data from third parties:

• From affiliates and business partners
• From payment systems, verification providers
• From public records and government registries
• From authorized third parties acting on your behalf

4. Purposes of Data Processing
We process personal data for the following purposes:

• User registration and account management
• Access to Solution functionality
• Identity verification (KYC) and risk assessment (AML)
• Fulfillment of contractual obligations including transaction processing
• User support and response to requests
• Fraud and illegal activity detection/prevention
• Analytics, statistics, and service improvement
• Personalization of interface, notifications, and recommendations
• Marketing communications, including advertising
• Compliance with legal obligations and government requests

5. Legal Basis for Processing
Processing is based on:

• Execution of a contract with the User
• User consent
• Company’s legitimate interests (e.g., fraud prevention, analytics)
• Legal obligations under incorporation jurisdiction

6. Data Retention

6.1. Personal data is retained as long as necessary for the purposes defined in Section 4, or until consent is withdrawn (if consent is the basis), or for periods set by law.

6.2. Retention may be based on:

• Contractual obligations
• Regulatory requirements (e.g., tax, accounting)
• Security, monitoring, or legal defense needs

6.3. Upon expiry of retention periods, data is deleted or anonymized unless required by law or ongoing legal proceedings.

6.4. Users may request data deletion if no other legal grounds for processing apply.

7. Data Disclosure
Data may be disclosed to:

• Affiliates
• Payment systems and financial institutions
• Cloud storage, analytics, technical support providers
• Marketing agencies
• Government authorities upon official request
• Legal successors (e.g., merger, acquisition)

8. Cross-border Transfers
We ensure appropriate legal safeguards when personal data is transferred across borders.

9. Cookies and Similar Technologies

9.1. We use cookies, pixels, and similar technologies to:

• Identify Users during login
• Store preferences and session parameters
• Analyze behavior on the site/app
• Improve Solution functionality
• Show personalized ads and recommendations

9.2. Cookies may be session-based (deleted after session) or persistent (stored for a period).

9.3. Users can manage cookies in their browser/device settings. Disabling cookies may limit functionality.

10. Automation and Profiling

10.1. We may use automated processing and profiling to:

• Assess risks and prevent fraud
• Provide personalized features and notifications
• Improve UX and interface
• Automate decision-making (e.g., pre-approval for operations or KYC)

10.2. Users have the right to:

• Request information on the logic, significance, and consequences of automation
• Request human intervention
• Object to automated decisions
• Appeal the result of such processing

11. User Rights
Users have the right to:

• Access their personal data
• Correct or update data
• Request deletion ("right to be forgotten")
• Restrict processing
• Withdraw consent
• File complaints with data protection authorities
• Opt-out of marketing communications

Requests should be submitted to the Service's email (see Section 2). We commit to respond within 30 calendar days. Withdrawal of consent does not affect prior lawful processing.

12. Data Protection Measures

12.1. The Company implements technical, organizational, and legal measures to protect data from:

• Unauthorized access
• Alteration, destruction, or disclosure
• Accidental loss
• Illegal processing

12.2. Measures include:

• Data encryption in transit
• Access segmentation and authorization
• Log and security audit trails
• Two-factor authentication
• DDoS and malware protection
• Regular infrastructure testing

12.3. Staff undergo internal training on personal data processing and protection.

13. External Links
The Service may contain links to third-party websites. The Company does not control their privacy policies or security practices. We recommend reviewing their policies separately.

14. Policy Updates
We reserve the right to amend this Policy at any time. Updates take effect upon publication on the website or within the Solution interface. Users are advised to periodically review it. Continued use indicates acceptance of the revised Policy.

15. Governing Law and Jurisdiction
This Policy is governed by and construed in accordance with the laws of the Company’s country of incorporation. Disputes regarding personal data processing shall be resolved in the appropriate court of that jurisdiction.

Service Terms

Last updated: June 2, 2025

1. Provision of a Digital Instrument
At the User’s request, a Digital Instrument may become available to them. This instrument is provided by a third party (Digital Instrument Provider/Instrument Provider), not by the Provider. To obtain the Digital Instrument, the User may be required to provide additional information in order to minimize and assess risks associated with the use of the Digital Instrument. The User agrees to the collection, processing, and transfer of information related to the Digital Instrument to themselves, the Provider, the Instrument Provider, and between the mentioned parties to ensure proper functioning of the service.

The User confirms that the information provided by them to obtain the Digital Instrument is current and accurate. In the event of changes to this information, the User undertakes to promptly notify the Provider to ensure proper use of the service.

The Digital Instrument is provided to the User for legal use and in accordance with the terms established by the Instrument Provider. The User undertakes not to use the Digital Instrument for illegal activities. If suspicious or illegal activities related to the use of the Digital Instrument are detected, the Instrument Provider or the Provider reserve the right to temporarily suspend or fully terminate access to the Digital Instrument until all circumstances are clarified.

2. Provider’s Functions
The role of the Provider is to ensure a safe and efficient digital environment for interaction between the User, the Instrument Provider, and other service providers. All actions performed using the Digital Instrument will be promptly displayed in the “All Transactions” section of the Personal Account. In addition to transaction information, the User will have access to a wide range of data about the status and use of the Digital Instrument.

The Provider also undertakes to consult and support Users in case of questions or difficulties. This also includes unique offers and services that may be tailored to the User’s needs.

In case of changes in the terms of provision or functioning of the Digital Instrument, the Provider undertakes to promptly inform the User, providing them with up-to-date information for making important decisions.

3. Fees
Service usage is subject to fees. Information about current Rates is published in the Personal Account.

3.1. Additional Conditions

3.1.1. Inactivity of the Digital Instrument
If, within 90 days from the issuance of the Digital Instrument or the last operation involving the Digital Instrument, there is no activity (such as a deposit or withdrawal), the instrument will be considered inactive. In this case, the Provider initiates the closure process for the respective Digital Instrument. Any remaining funds on the instrument will be transferred to the balance of the User’s Personal Account, with a closure fee being charged. The amount of this fee is determined according to the Provider's current Rates at the time of closure. Information about current Rates is provided to the User in the Personal Account.

The User will be notified of the upcoming instrument closure via email. After the funds are transferred and the instrument is closed, any further activity using the instrument will be impossible. The User is responsible for timely monitoring the activity of their instruments and taking any necessary follow-up actions.

3.1.2. Inactivity of the Personal Account Balance
If no active operations (deposit or withdrawal for the purposes of issuing or maintaining the Digital Instrument) are performed on the Personal Account balance for 180 consecutive days, this will be considered inactivity of the Personal Account. In such case, a fee will be charged. The amount of this inactivity fee is set according to the Provider’s current Rates, with the information available to the User in the Personal Account.

This measure is intended to encourage Users to actively use the service and apply their funds. Users will be notified of the upcoming inactivity fee via email. The notice will include the date from which the fee will be applied. The User can avoid the fee by initiating any active operation before the specified date.

3.1.3. Closure of the Digital Instrument at the User’s Request
When closing a Digital Instrument with a positive balance at the User’s initiative, a closure fee will be charged. The amount of this closure fee is determined according to the Provider’s current Rates, with the information available to the User in the Personal Account. This fee is applied to cover administrative expenses related to processing the closure request.

3.1.4. Right to Revise Fee Terms
The Provider reserves the right to revise and modify the conditions for applying the inactivity fee, including its amount and the period after which the balance is deemed inactive, as well as the closure fee. All changes will be communicated to Users in a timely manner via the Personal Account.

4. Pre-Funding of the Account
The User is required to top up the balance of their Personal Account before using certain services. The minimum top-up amount is specified in the Personal Account and may vary depending on current conditions and special offers. The User will be informed about any changes to the minimum top-up amount in the Personal Account.

A minimum required balance must be maintained in the Personal Account as indicated therein to ensure uninterrupted service provision. If the balance falls below the minimum threshold, the User’s ability to continue using the service will be restricted.

The Provider reserves the right to modify the minimum top-up amount and the required minimum balance based on economic conditions or the Provider’s internal policies. All changes will be communicated to Users in advance.

Special conditions from the virtual asset wallet provider:
When virtual assets are provided to top up the balance of the Personal Account, the User must ensure that the virtual assets, when scored using KYT services applied by the wallet provider, have a score rating no higher than 30%. If this score is exceeded, or in other cases in accordance with the internal policies of the virtual asset wallet provider, the wallet provider reserves the right to return the virtual assets to the crypto address from which the deposit was made. Upon returning the virtual assets, the Provider has the right to charge a fee according to the rates applicable at the time of return and to withhold any expenses incurred during the review/processing/refund of such transaction.

If the Digital Instrument balance is insufficient, the transaction using the Digital Instrument will not be processed.

5. Liability for Transactions
The User is liable for all transactions initiated using the Digital Instrument. In the event that the Provider becomes liable to the Instrument Provider or other third parties for any transaction arising from the User’s use of the Digital Instrument, the User agrees to indemnify the Provider for damages and penalties and hold it harmless. The amounts of such damages and penalties may be deducted by the Provider from the funds supplied by the User.

6. Prohibition of Illegal Use
The User is prohibited from using the Digital Instrument for illegal purposes, such as money laundering, terrorism financing, and other prohibited activities. If such activities are identified, the Provider reserves the right to contact the Instrument Provider to request the blocking or closure of the Digital Instrument. Additionally, the Provider may limit the amount or type of transactions allowed using the instrument.

7. Security and Precautions
If the User believes that someone has carried out or may attempt to carry out an unauthorized transaction, they may close or block the Digital Instrument through the functionality of the Personal Account. Blocking or closure may take some time, and the User remains responsible for transactions during that period.

8. Suspicious Transactions
In case of unconfirmed or suspicious use, the Instrument Provider or the Platform Provider has the right to suspend transactions until the circumstances are clarified.

Referral Agreement

Last updated: April 14, 2025

1. General ProvisionsThis

Agreement constitutes an offer by the Service for the Referrer to participate in the Service’s referral program.

The Service and the Referrer are each hereinafter referred to individually as a 'Party' and collectively as the 'Parties', as appropriate by context.


2. Procedure for Concluding the Agreement

2.1. This Agreement shall be considered concluded upon the Referrer’s full and unconditional acceptance of all its terms, without the need for the Parties to sign a written version.

2.2. This Agreement has full legal force and is equivalent to a written agreement signed by the Parties.

2.3. The Referrer confirms their familiarity with and acceptance of all terms and conditions of the Agreement in full by accepting it.

2.4. Any of the following actions shall constitute acceptance of this Agreement:

• A written (including electronic) notice from the Referrer confirming agreement with the terms of this Agreement and the Order, sent to the Service’s email address;
• Sending a scanned copy of the Order signed by the Referrer to the Service’s email address.

2.5. The Service’s email address for communications under this Agreement: partners@valut.net

2.6. By concluding this Agreement, the Referrer automatically agrees to all its provisions, the agreed remuneration, and any appendices, which are integral parts of the Agreement (if any).

2.7. The Service reserves the right to amend this Agreement at any time at its sole discretion. The Referrer must periodically review the Agreement, the current version of which is always available at: https://valut.net/en. If the Referrer does not accept the updated terms, they must immediately cease interaction with the Service under this Agreement.

2.8. If the Referrer does not agree with the terms of the Agreement, they are not entitled to enter into it.


3. Terms and Definitions

3.1. Valut.net Service (the “Service”) — the solution available at https://valut.net/ that provides Users with access to Digital Tools and related services.

3.2. Digital Tool — a tool that enables Users to manage their funds electronically within the Service ecosystem. It is integrated with the Personal Account for ease of use.

3.3. Personal Account — the secure section of the Service available to a User after authentication, providing access to manage Digital Tools and other Service features.

3.4. Reporting Period — a calendar month beginning at 00:00:00 on the first calendar day and ending at 23:59:59 on the last calendar day of the month (UTC+3 time zone), during which all balance top-up transactions made by Referred Users are recorded for the purpose of calculating the Referrer’s remuneration.

3.5. Referrer — a person participating in the referral program to attract new Users and receiving remuneration from the Service for doing so.

3.6. Referred Users — new Users who register with the Service as a result of the Referrer’s efforts.


4. Conditions of Participation in the Program

4.1. To participate in the referral program, the prospective Referrer must provide their email address, all information and documents requested by the Service (including payment details for receiving remuneration¹), and accept this Agreement.

4.2. Individual commercial cooperation terms shall be sent to the Referrer’s email. These terms may be revised by the Parties depending on achieved targets or by the Service unilaterally.

4.3. Referrers are strictly required to use only those User acquisition methods and traffic sources that are listed as permitted in the Annex to this Agreement. The use of any prohibited methods or sources specified in the Annex is strictly forbidden. The Service reserves the right to monitor the methods and sources used by Referrers.

4.4. The process for acquiring new Users is as follows: The Referrer must submit the email address that the User plans to use for registration. A User is considered referred upon registration using the email address previously provided by the Referrer.


5. Referrer Remuneration

5.1. Remuneration Calculation

5.1.1. The Referrer’s remuneration is calculated at the end of each Reporting Period. It is based on all top-up transactions² made by Referred Users during that period, attributable to the Referrer’s efforts.

5.1.2. The Service’s calculation is final and binding and may not be disputed by the Referrer.

5.1.3. Remuneration is credited monthly during the month following the Reporting Period.

5.2. Remuneration Payment

5.2.1. Remuneration is transferred to the Referrer based on the payment details provided by them.

5.2.2. At the time of payment, the Service may request identification documents and may suspend payment until such documents are provided.

5.3. Tax Reporting

5.3.1. The Referrer is solely responsible for managing their tax obligations, including timely declaration and payment of applicable taxes in accordance with the laws of their country of residence.

5.3.2. The Service is not responsible for the Referrer’s tax obligations.


6. Termination

6.1. The Service reserves the right to unilaterally terminate the Referrer’s participation in the program in the following cases:

• Use of prohibited user acquisition methods or traffic sources;
• Falsification of data regarding Referred Users;
• Violation of applicable law during user acquisition or other activities related to the program;
• Breach of security or confidentiality procedures resulting in potential data leakage;
• Failure to provide tax documentation in a timely manner if such failure could impact the operation of the Service;
• Fraud, deception, or attempts to manipulate the system;
• Use of bots or automated systems to generate fake registrations;
• Mass complaints from Referred Users regarding the Referrer’s actions;
• Unauthorized use of the Service’s brand or intellectual property;
• Use of spam messaging or intrusive advertising that may negatively affect the Service’s reputation;
• Aggressive user acquisition tactics, false promises or misleading offers made on behalf of the Service;
• Creation of fake accounts in the Service for the purpose of receiving rewards;
• Sharing of personal data without the User’s consent.

6.2. The Service also reserves the right to terminate this program and the Agreement unilaterally in the event of significant changes in market conditions, its business model, or for any other business reason. Referrers will be notified in advance.

6.3. The Referrer may unilaterally withdraw from the Agreement by notifying the Service via email.

6.4. As of the date of termination, remuneration accrual to the Referrer ceases.

6.5. Final settlements between the Parties for any remuneration accrued up to the termination date shall be completed within thirty (30) days from the date of termination.


7. Amendments to the Terms

7.1. The Service reserves the right to amend the terms of this Agreement unilaterally at any time.

7.2. Such amendments may affect various aspects of the program, including but not limited to remuneration amounts, eligibility criteria, and operational procedures.

7.3. All amendments shall be communicated to the Referrer via email, enabling them to familiarize themselves with and adjust to the new terms.

7.4. If the Referrer disagrees with the amended terms, they may cease participation in the program by notifying the Service accordingly.

8. Personal Data Protection8.1. All personal data received from Referrers and Referred Users shall be processed in accordance with the Service’s privacy policy.

8.2. The Referrer undertakes to ensure that any provision of personal data of Referred Users to the Service (prior to the User’s registration) is made only with the Users’ prior consent.

8.3. The Referrer must inform Users about the purposes of processing their data and obtain their consent for the transfer of such data to the Service.


9. Miscellaneous

9.1. Relationship of the Parties
The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or any other form of joint activity between the Parties.

9.2. Notices
Notices shall be deemed received on the date they are sent to the Party’s email address.

9.3. Interpretation
The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision herein.

9.4. Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes and merges all prior proposals, understandings, agreements, and warranties, whether written or oral.

9.5. Assignment
The Referrer may not assign or otherwise transfer any of their rights or delegate their obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the Service. No delegation or transfer shall relieve the Referrer of their obligations under this Agreement.
The Service may assign any or all of its rights and obligations under this Agreement without the Referrer’s prior consent.

9.6. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision, nor render the entire Agreement invalid or unenforceable in any other jurisdiction. In such case, the Parties shall negotiate in good faith to modify the Agreement to reflect as closely as possible the original intent of the Parties in an enforceable manner.


Annex 1

Permitted User Acquisition Methods and Traffic Sources:
Websites, Doorways, Contextual advertising, Teaser advertising, Banner advertising, Targeted advertising, Adult traffic, Push notifications, Facebook, Native advertising, SEO, Public pages, Games, Applications, Instagram, TikTok.

Prohibited User Acquisition Methods and Traffic Sources:
Installs, ClickUnder, PopUnder, Email marketing (unless pre-approved), Cashback, Incentivized traffic, Spam via Viber, WhatsApp, Telegram, etc., Traffback, PWA (Progressive Web Apps), Classifieds platforms.