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Service Agreement

1. Introduction

1.1 Current document sets out the terms and conditions on which Hamervate Ltd. a limited company incorporated in Cyprus whose registered office is 1 Glafkou Street, office 1, 1085 Nicosia, Cyprus (referred to as "Website") will provide services to you through our website: https://bitcloudpay.com/; and

1.2 In this document, references to we/our/us are to Website. Any references to Merchant/you/your are references to you as a customer and user of Website.

1.3 This Agreement will govern the use of the Services provided through the Website operated by Website. By using the Website, you agree to be bound by the terms and conditions set out on this webpage (the "Agreement").

1.4 The services that are provided through the Website can only be used in a limited way as they only allow the Merchant to acquire goods or services on this Website.

1.5 The risk of loss in trading or holding Bitcoin or any other cryptocurrency can be substantial. Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. You cannot cancel, reverse, or change any transaction marked as complete or pending. You should therefore carefully consider whether trading, holding or transferring Bitcoin or any other cryptocurrency is reasonable for you regarding your financial condition. In considering whether to trade or hold bitcoin, you should be aware that the price or value of Bitcoin or any other cryptocurrency can change rapidly, decrease, and potentially even fall to zero.

1.6 Use of cryptocurrency may be illegal in some jurisdictions. It is your who are responsible to know the regulatory requirements concerning transactions with cryptocurrency in your jurisdiction before using the Services.

1.7 For the purposes of this Agreement a "Business Day" is any day which is not a Saturday, Sunday or public holiday and which the banks are open for business in Cyprus.

2. Services provided

2.1 Bitcloudpay provides the following services to you through the Bitcloudpay Website: allowing you to make payments using Bitcoin, Litecoin or any other cryptocurrency ("Cryptocurrency") that can be found in Exchange Rate field;

2.2 In the event of not having a Cryptocurrency, it is possible to buy a Cryptocurrency using Credit Card.

3. Merchant registration process

3.1 To become a Merchant you must:

3.1.1 have an Eligible Bank Account that can be linked to the Cryptocurrency Withdrawal Services provided by Bitcloudpay under this Agreement.

3.2 The types of bank accounts that qualify as eligible bank accounts are US Dollar deposit accounts in the Merchant’s name that can make or receive payments in the US Dollar.

4. Accessing your account through the Website

4.1 When applying to become a Merchant to use the Website, you will be asked to create your individual account ("Account") which will include a username and password ("Account Details"). Once registered you will be able to access your Account through the Website using your Account Details in accordance with this Agreement.

4.2 You must keep the Account Details secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Account Details to any person whom you authorize to access your Account, you are also responsible and liable for any access, use, misuse or disclosure of your Account Details and/or your Account by such person.

4.3 You must notify us by e-mail at [email protected] immediately if a case of suspect:

4.3.1 the loss or disclosure to any unauthorized person of any Account Details;

4.3.2 any unauthorized access to your Account;

4.3.3 any other criminal or fraudulent activity; or

4.3.4 any other breach of security relating to your Account, whether physical or relating to computer or similar hardware or software.

4.4 Should we receive such a notification from you, you will not be able to access your Account until measures have been taken to verify your identity.

4.5 Unless and until you tell us that you believe that someone else knows the Account Details or can use your Account by impersonating you:

4.5.1 you will be responsible for any instruction which we receive and act on, even if it was not given by you; and

4.5.2 we shall not be responsible for any unauthorized access to your Account or the information available in it.

5. Cryptocurrency instant Purchase

5.1 The price, exchange rate and amount of the Cryptocurrency that you wish to purchase will be confirmed through the Website at the time that you place an order for a Cryptocurrency Instant Purchase.

5.2 You can make a Cryptocurrency Instant Purchase using the instant bitcoin purchase option accessible through the Website and purchase Cryptocurrency using a credit or debit card.

5.3 The transaction being honored by the Merchant’s bank, card provider or other relevant party, Cryptocurrency Instant Purchases shall be credited to any Cryptocurrency wallet maintained and operated either by Website or by a third party as soon as possible once the Cryptocurrency Instant Purchase has been confirmed by the Cryptocurrency network. Once submitted to a Cryptocurrency network, a Cryptocurrency Instant Purchase will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Cryptocurrency network. Cryptocurrency transactions that are in a pending state will not be credited to the wallet.

6. Suspension of services

6.1 Website may withhold or suspend any Services (including your access to the Account) or any part of its functionality, where:

6.1.1 it knows or reasonably suspects that the providing one or more Services:

6.1.2 is fraudulent or involves any criminal activity;

6.1.3 is money laundering or relates to money laundering activities; or

6.1.4 is otherwise in breach of applicable law.

6.2 Should you fail to provide on request such documentation, Website (or any third party whose services we use in providing the Services to you under this Agreement) reasonably requires to ensure the verification of your identity and/or funding sources to Website’s assurance;

6.3 Website reasonably believes that it is necessary or desirable to do so in order to protect the security of the Account, including circumstances where any Account Details may have been lost or stolen; or

6.3.1 it is obliged to do so as a result of any law or regulation or the direction of any competent authority or regulatory body.

6.3.2 Website reasonably suspects that you have provided us with false information or fabricated documents.

6.4 Website shall make reasonable efforts to inform you about the withholding or suspension, provided that such disclosure:

6.4.1 is not in breach of any applicable law or regulation and does not contravene the instruction of any competent authority or regulator; and

6.4.2 would not compromise Website's reasonable security measures.

6.5 Website shall not be liable to you for any losses you may suffer as a result of any reasonable action it takes to suspend the Account.

6.6 Shall the abovementioned reasons for Website 's actions exist, Website may, at its discretion, either reinstate access to the Account and the Services and/or issue the Merchant with new Account Details.

7. Reporting

7.1 Where the Merchant has an Account:

7.1.1 you may access, at any time, your personal page on the Website, showing the recent activity and current balance of your Wallet;

8. Data protection law

8.1 We are committed to keeping your personal information safe. We process personal information in accordance with applicable data protection legislation. Please read our privacy policy to understand how we use and protect the information you provide us (a copy of our privacy policy can be accessed here: privacy policy).

9. Confidentiality

9.1 In this clause, "Confidential Information" means any information that is clearly labelled or identified as confidential. Confidential Information excludes any information which:

9.1.1 is or becomes publicly known other than through a breach of this Agreement;

9.1.2 was in the receiving party’s lawful possession before the disclosure;

9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

9.1.4 is independently developed by the receiving party and that independent development can be shown by written evidence; or

9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

9.3 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.

10.Warranties and representations

10.1 By agreeing to this Agreement, you represent, warrant and undertake to us that:

10.1.1 you have full power and authority to enter into this Agreement;

10.1.2 you understand and acknowledge that we do not warrant that any of the Services available through the Website are suitable or appropriate for your needs and that you must take your own independent legal and other advice on such Services;

10.1.3 you are entering into this Agreement as principal and not on behalf of any third party;

10.1.4 you will not violate any applicable laws by entering into this Agreement or receiving the Services provided under it;

10.1.5 you understand and acknowledge that while we make reasonable endeavors to ensure the accuracy of the information that we provide, and which in turn, is provided to you, neither we nor any of our directors, employees or agents make any representation or warranty, express or implied, as to the accuracy or completeness of such information;

10.1.6 any information provided by you to Website under this Agreement is true, complete, accurate, up to date and not misleading; and

10.1.7 you shall provide all assistance reasonably requested by Website to enable Website to comply with its obligations under this Agreement.

10.2 Website warrants, represents and undertakes that:

10.2.1 it shall provide the Services with reasonable care; and

10.2.2 it shall take reasonable and appropriate technological, organizational and operational measures to prevent against the loss of items held in the Wallet, having regard to the state of the art and recent technological development.

10.3 Website makes no representation or warranty that the Services are applicable or appropriate for use by Merchants in all jurisdictions and it is your responsibility to ensure compliance with the laws of any relevant jurisdiction outside the Cyprus in connection with the provision of the Services.

11. Limitation of liability

11.1 This clause sets out Website's entire financial liability to the Merchant:

11.1.1 arising under or in connection with this Agreement;

11.1.2 in respect of any use made by the Merchant of the Services or any part of them; and

11.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2 Except as expressly and specifically provided in this Agreement, Website disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use.

11.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.

11.4 Whilst Website takes every care to ensure that the standard of the Website remains high and to maintain the continuity of it, the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we do not accept any ongoing obligation or responsibility to operate the Website.

11.5 Website disclaims all liability associated with the use of Cryptocurrency, including:

11.5.1 unknown inherent technical defects;

11.5.2 regulatory or legislative changes; and

11.5.3 currency fluctuation.

11.6 Nothing in this Agreement excludes the liability of Website:

11.6.1 for death or personal injury caused by Website’s negligence;

11.6.2 for fraud, fraudulent misrepresentation or fraudulent misstatement; or

11.6.3 any statutory liability not capable of limitation.

11.7 Website shall not be liable for any Cryptocurrency Purchases validly executed as provided for in this Agreement which were executed without your consent.

11.8 Website will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, loss or corruption of data, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, punitive, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement or for any loss, damage or corruption of any Cryptocurrency as a result of the instructions, acts or omissions of the Merchant. This shall include any losses attributable to a failure by the Merchant to keep secure any security or other information relating to the Wallet and access to it.

12. Term and Termination

12.1 This Agreement will commence in the manner set out in clause 1.1 and will continue unless either party notifies the other of termination, in writing, in accordance with this Agreement.

12.2 This Agreement can be terminated immediately by the Merchant providing written notice to Website provided that, where the Merchant has an Account.

12.3 Unless otherwise permitted, Website may terminate this Agreement by giving at least 30 days’ written notice to the Merchant, at the end of which period Website may, where the Merchant has an Account, to ask the Merchant to provide the address of the recipient’s Cryptocurrency wallet to which amounts shall be transferred. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such amounts to the authorities as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by this Agreement or applicable law.

12.4This Agreement can be terminated with immediate effect by Website if:

12.4.1 it suspects that the Merchant is in breach of any of its warranties;

12.4.2 the Merchant is in material breach of this Agreement;

12.4.3 the Merchant fails on request to provide such information or documentation as Website may reasonably request in order to ensure compliance with applicable money laundering laws and regulations or otherwise to ensure the verification of your identity and/or funding sources to Website’s satisfaction;

12.4.4 the Merchant ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.

12.5 Any termination is without prejudice to either party’s accrued rights or remedies.

12.6 The accrued rights and remedies of the parties will survive termination of this Agreement for any reason.

13. Force majeure

13.1 No party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control.

14. Notices

14.1 We may (where allowed to do so by law) communicate with you by posting information in your Account or on the Website, in which case the information will be treated as received by you when it is posted by us.

15. Complaints

15.1 For any complaint relating to the Services, you are advised to contact [email protected]

16. General

16.1 A waiver of any right under this Agreement is only effective if it is in writing.

16.2 If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force. Nothing in this Agreement shall be deemed, or is intended to be deemed, nor shall it cause, either you or Website to be treated as the agent of the other.

16.3 This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement between them.

16.4 The Merchant will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Website. However, we may assign, transfer or sub-contract our respective rights and obligations under this Agreement upon providing you with 30 days’ notice.

16.5 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.6 Website may amend this Agreement as it sees fit. Website may make all amendments to the Agreement by posting the revised Agreement on the Website or by emailing it to you, indicating when the revised Agreement becomes effective. Website will take all reasonable steps to notify you of each amendment in advance of it taking effect, however, where permitted and necessary due to circumstances, we may indicate that an amendment shall be effective immediately. Copies of the current version of the Agreement will be made available on the Website.

16.7 This Agreement will be governed by, and construed in accordance with, the laws of Cyprus and, subject to any overriding legal requirements, the parties irrevocably submit to the exclusive jurisdiction of the Cyprus Courts. This Agreement and any information or notifications that you or we are to provide should be in English.

16.8 If you have any feedback, questions, or complaints, you may contact us via our customer support https://bitcloudpay.com/support or [email protected]