Terms and conditions for widget and API integration services

1.General Provisions

1.1.Object of the Terms: the present Terms govern use of Mercuryo Widget or API Interface on Your Website(s) or mobile application(s), provided through Mercuryo API integration, which allows Users to make transactions with crypto assets. In Addition to the present Terms, relationship between You and Mercuryo related to the provision of Services are regulated by the Application You submit to Mercuryo, Service Agreement entered into between You and Mercuryo, any supplements to these Terms or Service Agreement entered into between You and Mercuryo, Card Schemes rules, applicable laws and regulations, and rules and principles of prudence and justice applicable to You.

1.2.You should carefully review the present Terms before entering into this Agreement, registering in the System, opening Account, or using the Services.

1.3.Mercuryo retains the right to modify these Terms notifying You on amendments made to the Terms by (i) sending an appropriate notification to Your email address registered in the System, or (ii) providing You a notice through the System, or (iii) by updating the "Last Updated" date at the top of these Terms placed on Mercuryo Website https://mercuryo.io/legal/terms-business/.

By clicking "I Agree with the Terms" button or checkbox presented with the modified Terms, or by continuing to access the System and use of the Services, You confirm Your consent to the amendments made and acceptance of the modified Terms.

If You do not agree to any amendments made to these Terms, You should immediately stop use of the Services. Mercuryo encourages You to regularly review the Terms, at least on a monthly base, to ensure You understand the terms and conditions that apply to Your access to the System and use of the Services.

If You have any question regarding access to the System, use of the Services and Mercuryo Website please contact our Support Team by submitting a respective support request at support@mercuryo.io.

2.Definitions

2.1.Account — a profile in the System, created by Mercuryo and/or its affiliated companies for the Company upon completion of the registration, which contains the Company's identification information and grants the Company access to control the Widget and/or API interface, access statistical data, and view the Company's balance.

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

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

2.4.Application — Company's application for conclusion of the Agreement and use of the Services.

2.5.Card Scheme – payment network such as VISA, MASTERCARD or any similar organization that establishes the rules, standards, and infrastructure for the issuance, acceptance, and processing of card-based payment transactions.

2.6.Company's partner - partner or third party, who gained access to the Widget and/or API Interface through the Company.

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

2.8.Partner's Website - an information system on the Internet, belonging to the Company' partner on legitimate grounds, hosted at website specified in the Company's Application.

2.9.Integration type — type of integration of Widget, API Interface or other interface provided through Mercuryo API integration on the Company's Website(s) or mobile application.

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

2.11.Subscription Fee — commission payable by the Company to Mercuryo for Widget and/or API Interface delivery, set up, integration and technical maintenance.

2.12.Mercuryo Website — the official Mercuryo website https://mercuryo.io.

2.13.Service Agreement – agreement executed between Mercuryo and the Company on Widget/API Interface delivery, installation, integration and further technical support and maintenance.

2.14.Services — use of Mercuryo Widget or API Interface provided through Mercuryo API integration on Company's Website(s) or mobile application(s) for conclusion and execution of Users' On/Off Ramps Transactions

2.15.System — a software solution used by Mercuryo for opened Accounts registration and maintenance purposes, and provision of the Services.

2.16.On/Off Ramps Transactions — Users' transactions on purchase and sale of virtual currencies executed using the Widget and/or API Interface placed on Company's Website(s) or mobile application(s).

2.17.Upper Commission — commission set by the Company above the Mercuryo Commission and payable by the Users to Mercuryo in favor of the Company.

2.18.Mercuryo Commission — commission payable by the Users for the On/Off Ramps Transactions execution.

2.19.You or Company — a company that has submitted the Application.

2.20.User — any verified user of the Company or Company's partner, which aims to conclude On/Off Ramps Transaction through the Widget and/or API Interface integrated on the Company's or Company's partner Website(s) or mobile application(s).

2.21.Widget — an independent software module of Mercuryo placed on the Company's resources agreed on with Mercuryo or its affiliated companies (the websites on the Internet or mobile application) to provide Users with the technical solution for conclusion of On/Off Ramps Transactions.

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

2.23.Data subject — identified or identifiable natural person.

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

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

2.26.Subprocessor — any data processor engaged by the Data Processor as subprocessor to process Personal Data on behalf and in accordance with the instructions of the Data Controller and Data Processor.

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

2.28.Parties — Mercuryo and the Company.

2.29.Business Day — any calendar day, apart from Saturday, Sunday and public holidays in the United Kingdom, or any other day defined by Mercuryo as a Business Day and duly notified to the Company.

2.30.Due Diligence — review of the Company, Company's shareholders and beneficial owners, officers, Company's partners (or other persons) which is performed by Mercuryo and/or its affiliated companies, which includes a set of Anti-Money Laundering, Counter Terrorism Financing (AML/CTF) and Know Your Customer/Know Your Business (KYC/KYB) procedures established by Mercuryo and/or its affiliated companies.

2.31.Confidential Information — means any information which is marked as "confidential" or "proprietary" or should reasonably be expected to be confidential or proprietary having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as technical specifications, fees and commissions, business strategies, transaction data, users' data, personal data shall be deemed confidential.

3.Subject of the Agreement

3.1.Mercuryo shall provide and the Company shall accept the Widget and/or API Interface for the Company's use in accordance with the terms and for the remuneration set forth herein and in the Service Agreement.

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

3.3.For the purposes of the Agreement Mercuryo hereby grants to the Company a limited, non-exclusive, non-transferable, non-assignable, revocable license to (i) Widget use, where the Widget is selected as Integration Type in the Application, (ii) API interface, where the API Interface is selected as Integration Type in the Application, or (iii) both interfaces, when the Widget and API Interface are selected as Integration Type in the Application (hereinafter the "License"). The License is granted to the term of this Agreement only and can be used solely for the purposes expressly set forth herein. Mercuryo represents and warrants that it holds all necessary Intellectual Property Rights to the Widget and API Interface and is authorized to grant such License to the Company. The Company is not authorized to sublicense, assign, transfer or otherwise make the License available to the Company's partners without prior, express Mercuryo written consent.

4.Order of Services Provision

4.1.Obligations of the Company:

4.1.1.to register in the System and complete the Due Diligence process;

4.1.2.to ensure, where applicable, that the Company holds valid licenses in all jurisdictions where the Company operates or provides its services, including, but not limited to the locations of the physical operations, Websites, and any other platform through which the services are provided to the Users, or where the Users are located or receive Company's services. If the Widget is used or API is integrated on the Company's partners' Websites, the Company shall ensure that its partners are subject to the same licensing requirements as set forth in this clause with respect to the Company;

4.1.3.to notify Mercuryo immediately if the Company's or Company's partner license, as referenced in the sub-clause 4.1.2. above, becomes invalid in any jurisdiction. In such event the Company shall promptly cease provision of its services in the affected jurisdiction and ensure that the relevant partner discontinues its operations in the affected jurisdiction;

4.1.4.to implement and maintain effective IP and BIN blocking tools and devices which should be configured in accordance with Mercuryo provided instructions to identify and block Users and transactions from the prohibited jurisdictions, flagged IP addresses or restricted BIN ranges;

4.1.5.to ensure that neither Company nor the Company's partner on whose Website the Widget is placed or API is integrated targets Users in prohibited or restricted jurisdictions;

4.1.6.to ensure that neither Company nor the Company's partner on whose Website the Widget is placed or API is integrated uses Mercuryo brand name, logo, or any associated trademarks in any manner that may (i) imply or create impression of regulatory coverage, licensing, authorisation or supervision by Mercuryo, or (ii) suggest that any services provided by the Company or the Company's partner to the Users are provided by Mercuryo, or fall under Mercuryo's regulatory oversight or group company;

4.1.7.disclose upon Mercuryo request all payment agents, payment service providers, and other sub-processors involved in providing the services, including the jurisdictions in which they are incorporated and operate. Where applicable, all sub-processors must be pre-approved by Mercuryo. The Company shall ensure that (i) all applicable terms and conditions of the Agreement are flowed down to the sub-processors, excluding any terms that are confidential and non-disclosable, and (ii) all sub-processors comply with the applicable terms of the Agreement, including equivalent data protection, confidentiality, and security obligations. The Company remains fully responsible for any acts or omissions of its sub-processors. Mercuryo has the right to audit sub-processors upon reasonable notice. The Company shall promptly terminate any sub-processor that fails to meet these obligations upon Mercuryo's request;

4.1.8.to complete the integration works in accordance with the integration documents provided by Mercuryo and to follow Mercuryo's instructions with regards to the technical integration of the Widget and/or API Interface on the Company's Website(s) and mobile application(s);

4.1.9.to acquire, implement and maintain all software required to fulfil Company's obligations under the Agreement;

4.1.10.to provide all reasonable assistance to Mercuryo or the regulatory body, or Card Scheme to assist with any investigations being carried out in respect of (i) the Company's activities and legality of the Company's products or services provided to the Users through Mercuryo Widget and/or API Interface placed on Company's Website(s) or mobile application(s), (ii) Users' identity verification and conducted On/Off Ramps Transactions, (iii) use of Mercuryo Account, (iv) Mercuryo Widget and/or API Interface use by the Company's partner;

4.1.11.to provide Mercuryo with all documents and information required for completion of the Company's Due Diligence conducted by Mercuryo; the Company is aware and agrees that complete scope of Due Diligence requirements is set forth in the Service Agreement and may be amended by Mercuryo on a case-by-case basis, subject to the Company's AML/CTF risk profile;

4.1.12.to place appropriate interface for usage of the Widget and/or API on the Company's Website(s) or mobile application(s);

4.1.13.to obtain a prior written approval of Mercuryo provided via email: support@mercuryo.io in relation to the Company's partners, with whom the Company interacts within the Mercuryo Widget and/or API interface integration and use in accordance with the Clause 6.2;

4.1.14.to notify Mercuryo of any changes of the Company's Website(s) or mobile application ownership;

4.1.15.to pay commissions and fees to Mercuryo for the Services provided as specified hereunder and in the Service Agreement;

4.1.16.to check email specified by the Company has registered with the System, Account and other instruments used for (i) reception of notifications indicated on the Account at least once a Business Day, and (ii) to get acquainted with amendments made to these Terms and modified version of the terms at least once per month.

4.2.The Company guarantees that (i) Company's Website(s) and mobile application(s) do not violate any customer/client/users/visitor's rights; (ii) Company's Website(s) and mobile application(s) operate in full compliance with applicable laws; (iii) the Company does not offer any illegal goods or services, (iv) the Company does not provide services to the Users who are residents of jurisdictions prohibited by Mercuryo for cooperation, and (v) Company's Website(s) and mobile application(s) does not contain any information restricted in the Company's jurisdiction. If the Widget is used or API is integrated on the Company's partners' Websites, the Company shall ensure that its partners are subject to the same restrictions and guarantees as set forth in this clause with respect to the Company.

4.3.The Company should at any time keep sufficient Company's balance to cover all fees and commissions the Company is charged with under this Agreement. The Company shall also ensure that Users' balance at any time is sufficient to (i) deduct applicable fees and commissions and (ii) to execute the On/Off Ramps Transactions. Mercuryo retains the right not to provide the Services and/or execute the On/Off Ramps Transactions if the Company holds insufficient balance to withhold fees and commissions and execute the transactions.

4.4.Rights of the Company:

4.4.1.to get Services in accordance with the provisions of this Agreement;

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

4.4.3.to request and get access to statistical information about transactions executed via the Widget and/or API Interface, balance, payment history.

4.5.Obligations of Mercuryo:

4.5.1.to provide the Company with access to the System and Account, if the Company has successfully passed through Mercuryo Due Diligence process;

4.5.2.to ensure that Mercuryo business activity is conducted and Services are provided in accordance with the applicable laws.

4.6.Rights of Mercuryo:

4.6.1.to conduct audits and request from the Company additional information about Company's or Company's partner business activity, goods and services provided, partners, Users, as well as any other information Mercuryo may reasonable request to complete mandatory Due Diligence procedures;

4.6.2.in addition to the Mercuryo rights set above in Clause 4.6.1. above, Mercuryo may apply and conduct enhanced AML/CTF and Due Diligence procedures of the Company, Company's partners, and/or Users;

4.6.3.to suspend or refuse provision of Mercuryo Services in case of any circumstances preventing provision of the Services, including but not limited to, material changes to the applicable laws and regulations, Card Scheme rules, and such suspension or refusal shall not entail any penalties or claims from the Company against the Mercuryo under the Agreement;

4.6.4.to demand the Company to recover damages arising to Mercuryo due to the Widget and/or API Interface unauthorized use by the Company's partners not pre-approved by Mercuryo in writing. All fines imposed to Mercuryo by the Card Schemes, financial and payment institutions, payment systems, supervising authorities, courts of any jurisdiction or other authorized bodies for illegal use of the Widget and/or API Interface on the Company's Website(s) or mobile application(s) by third parties shall be fully compensated by the Company, including, without limitation, any indirect, special, or consequential loss, any reasonable legal costs and fees, profit loss, reputational damage;

4.6.5.to adjust its commission and fees charged to the Company or Users, also if the fee or commission is increased by the third party. Mercuryo will use commercially reasonable efforts to inform the Company on fees and commissions increased at least thirty (30) days prior respective amendments taking effect, unless the Company has been notified by the third party of said changes within a shorter timeframe or is required to pay such charges in a shorter timeframe. Mercuryo retains the right to reduce fees and commissions without Company's prior notification;

4.6.6.to request the Company to pay a security deposit ("SD"). Security deposit amount shall be determined at Mercuryo's discretion and shall be stipulated in the Service Agreement. Security deposit shall be held for a period of 90 (ninety) days to secure Mercuryo against chargebacks, fraud, and any penalties that may be imposed by the Card Schemes or supervising authorities. If Mercuryo observes any significant increase in the Company's chargeback or fraud rates, including Company's partners rates, or if the Company's initially assigned AML/CTF risk level increases, Mercuryo reserves the right to adjust the amount of the SD accordingly. In such a case, the Company shall be required to replenish the SD within the timeframe specified by Mercuryo.

4.6.7.not to provide Services or execute On/Off Ramps Transactions if Company's or User's available balance is insufficient to withhold fees and commissions Mercuryo is entitled to under this Agreement and to execute the transactions. Fees, commissions, other charges, any penalties, loss and damage reimbursement, etc. set by this Agreement, any applicable law or arising from the Parties contractual relationship shall be withheld from the Company or User first, prior the Services are provided and On/Off Ramps Transactions are executed.

5.Fees and Commissions

5.1.Mercuryo Commission constitutes a percentage mutually agreed by the Parties and set in the Application.

5.2.The Company independently sets the amount of the Upper Commission, which is charged to the Users above the Mercuryo Commission. Amount of the Upper Commission is calculated based on the Users' On/Off Ramps Transactions executed and processed within the calendar month. Upper Commission is payable to the Company upon a withdrawal request submitted by the Company via the Account.

5.3.Mercuryo may charge and collect from the Users:

5.3.1.the virtual currency cost, and

5.3.2.Mercuryo Commission,

5.3.3.the Upper Commission (if applicable),

5.3.4.other applicable commissions, if any.

5.4.Mercuryo is entitle to charge and collect from the Company a Subscription Fee as follows:

5.4.1.the amount of the Subscription Fee shall be determined at the discretion of Mercuryo;

5.4.2.the initial Subscription Fee shall be payable by the Company in advance, prior to the successful completion of the Company's, and when applicable Company's partner's (Section 6 below), Due Diligence process required under the provisions of these Terms. The first payment shall be made on the basis of an invoice issued by Mercuryo, within the payment period and in accordance with the payment instructions specified therein;

5.4.3.the Company hereby irrevocably acknowledges and agrees that prepayment of the Subscription Fee does not in any way guarantee automatic access to the Services. Access to the Services is conditional upon the Company successfully completing the Due Diligence process and the formal establishment of a contractual relationship with Mercuryo;

5.4.4.the prepaid Subscription Fee referred to in Clause 5.4.2. above may be refunded to the Company in the following cases:

5.4.4.1.the Company achieves specific transaction volumes using the Services within a certain period. The eligibility criteria for such a refund, including, but not limited to, required transaction volumes and timeframes, shall be established by Mercuryo at its sole discretion, and may vary depending on the Company's AML/CTF risk profile, type of business or services, region of operations, customer base, and other relevant factors;

5.4.4.2.Company fails to pass the Due Diligence process and is declined for cooperation with Mercuryo. Any refund shall be made to the Company net of applicable fees incurred by Mercuryo in processing the transfer of funds to the Company;

5.4.5.upon successful completion of the Due Diligence process and granting of access to the Services, the Company shall pay the Subscription Fee in the amount and at the frequency specified in its Account in the System. Subscription Fees may vary based on the scope of Services provided, the type of integration, the selected payment plan, and other applicable factors, as reflected in the Company's Account.

5.5.Any additional commissions or fees, or any amendments to the standard commissions and fees, shall be agreed by the Parties and shall be effective upon execution of biliteral supplemental agreement to these Terms, duly signed by both Parties.

6.Due Diligence of the Company's Partners

6.1.The Company is required to obtain Mercuryo express written approval of a list of the Company's Website(s) and mobile application(s) for placing the Widget and/or API Interface.

6.2.The Company is obliged to coordinate with Mercuryo its partners (or other persons) with whom it interacts via the Widget and/or API Interface. It is not allowed to use the Widget and/or API Interface by Company's partners, who have gained access to the Widget and/or API Interface through the Company without the prior written consent of Mercuryo. To get the written consent of Mercuryo such Company's partners should successfully undergo Mercuryo's Due Diligence procedure and provide Mercuryo with the following information and documents:

• 6.2.1.Application completed by the Company's partner;
• 6.2.2.Website domain address of the Company's partner where the Widget and/or API Interface is intended to be placed;
• 6.2.3.Proof of the Company's partner rights to use the website(s) where the Widget and/or API Interface will be placed;
• 6.2.4.Extract from the official Companies Register or similar register confirming Company's partner current legal status;
• 6.2.5.Additional information and documents necessary for performance of Due Diligence procedure that could be reasonably requested by Mercuryo.

6.3.If the Company interacts with the partners only by providing them a link to the Company's Website(s) where the Widget and/or API Interface is placed (without interacting with the partners via the Widget and/or API Interface), the Company should only provide Mercuryo with the website domain address of the Company's partner.

6.4.The Company may interact with the partners only after receiving a written express approval from Mercuryo. Mercuryo at any time retains the right at its sole discretion to prohibit the use of the Widget and/or API Interface by the Company's partners.

7.Warranties and Guarantees

7.1.The Company hereby represents and warrants that:

7.1.1.it is duly incorporated and has full power, authority, and capacity, to enter, execute, deliver, and carry out or perform its obligations under the Agreement;

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

7.1.3.if according to the applicable laws the Company has the obligation to obtain any official license, certificate, registration, permit, consent or other authorisation to conduct its activity, the Company guarantees that it has legally obtained such license, certificate, registration, permit, consent or other authorisation and it is valid at the moment of conclusion of the Agreement, and it will be valid until termination of the Agreement;

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

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

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

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

7.1.8.its operations are carried out in compliance with all applicable laws, regulations and Card Scheme rules;

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

7.1.10.the Company's partners are subject to the confidentiality and Intellectual Property Rights obligations that are at least as strict as those set forth in Section 10 and 11 of this Agreement with respect to the Company.

7.2.The Company warrants and guarantees to Mercuryo that Company's partners shall be subject to the same warranties and guarantees as those set forth in this Section with respect to the Company.

8.Liability and Indemnity of the Parties

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

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

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

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

8.1.4.wilful misconduct.

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

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

8.2.2.loss or restitution of data; or

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

8.3.Subject to the Clauses 8.1. and 8.2., Mercuryo's total liability to the Company, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited, in respect of all claims (connected or unconnected) in any consecutive twelve (12) month period, to the equivalent of the total Subscription Fees actually paid by the Company in that period.

8.4.The Company shall reimburse and hold Mercuryo harmless from and against any actual or threatened fines, penalties, losses, or liabilities imposed or that may be imposed on Mercuryo as a result of:

8.4.1.the Company's breach of any provisions of the Agreement;

8.4.2.violations of applicable Card Scheme rules, applicable laws and regulations;

8.4.3.any illegal or fraudulent activity by the Company or Company's partner;

8.4.4.any infringement of Intellectual Property Rights by the Company or Company's partner.

Company's indemnity and compensation obligations stipulated herein shall also apply in respect of any such action or omission committed by the Company's partner.

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

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

8.7.The Company confirms and agrees, that Widget and API Interface, and any software necessary for provision of Mercuryo Services is provided 'AS IS' without guarantee of uninterrupted and steady functioning.

8.8.Each Party is solely responsible for its own taxes and duties associated with the execution and performance of the Services and applicable in Party's place of incorporation or taxation place, if differ.

9.Customer Support

9.1.Mercuryo is committed to ensuring the smooth operation of the Widget and/or API Interface. Uptime is twenty-four (24) hours a day seven (7) days a week. In case of scheduled or required technical maintenance, Mercuryo shall inform the Company not later than twenty-fours (24) hours before the scheduled maintenance. In case of any suddenly requested technical maintenance Mercuryo will inform the Company at earliest opportunity.

9.2.For all questions regarding the functioning of the Widget and/or API Interface, Users can contact Mercuryo twenty-fours (24) hours a day seven (7) days a week by email support@mercuryo.io or by support chat in the Widget.

10.Confidentiality

10.1.During the term of the Agreement and thereafter, each Party shall use and reproduce the other Party's Confidential Information only for the purposes of the Agreement and only to the extent necessary for such purpose and will disclose the other Party's Confidential Information only to its employees, consultants, advisors or independent contractors with a need to know and who are obliged to observe the same confidentiality obligations as set for the Parties hereunder, and will not disclose the other Party's Confidential Information to any third party without the prior written approval of the other Party.

10.2.Notwithstanding the foregoing, it will not be a breach of the Agreement for either Party to disclose the Confidential Information of the other party if required to do so under the law or in a judicial or governmental investigation or proceeding. In this case the disclosing party should inform other party with no delay, saving provision that such informing is not prohibited by applicable law or governmental (also supervisory or law-enforcement) body.

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

11.Intellectual Property Rights

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

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

12.Force Majeure

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

13.Right to Audit and Revision of Services

13.1.To assess the performance and sustainability of the partnership envisaged under the Agreement Mercuryo will have a right to audit or request the Company, at Company's own expense, to conduct independent audit (the auditors should be pre-agreed by Mercuryo) of the Company's or Company's partner systems and data utilised or provided by the Company or Company's partners (partners or third parties, who gained access to the Widget and/or API Interface through the Company) under the Agreement.

13.2.In addition to, and without prejudice to the systems and data audit specified in Clause 13.1. above, the Company agrees to:

13.2.1.cooperate with Mercuryo's compliance requests, including timely submission of KYB/KYC documentation and source-of-funds verification;

13.2.2.notify Mercuryo immediately of any changes to its corporate structure, business activities, or regulatory status of the Company or Company's partners, that may impact compliance under the Agreement;

13.2.3.allow Mercuryo to inspect or request that the Company engages, at its own expense, independent auditors pre-approved by Mercuryo, to conduct an audit of the Company's or Company's partners business operations and inspect Company or Company's partners locations, Website(s), files, and records, including but not limited to, transaction records related to the execution of the transactions by the Users, in order to verify Company's or Company's partners compliance with the terms of the Agreement and confirm that the Company or Company's partners maintain appropriate facilities, records, licenses, and regulatory permits required to conduct its business;

13.2.4.allow Mercuryo to conduct an investigation if Mercuryo reasonably believes that the Company or Company's partner is engaging in fraudulent or illegal activity or exceeding chargeback thresholds established by applicable Card Schemes. To cooperate and assist Mercuryo in carrying out such investigation and upon Mercuryo request provide all necessary data in respect of the Users, transactions conducted by the Users and other data and records Mercuryo may reasonably need to make overall investigation;

13.2.5.cooperate with and provide all necessary assistance to Mercuryo in carrying out any audits or investigations. Upon request, the Company shall provide all relevant data and records, including but not limited to information relating to Users, transactions conducted by the Users through the Widget/API, and any other data that Mercuryo may reasonably require to conduct a comprehensive inspection or investigation. The Company shall ensure appropriate communication and coordination with the Company's partners, particularly where the audit or investigation involves, or is triggered by, any action, breach, or suspicious activity attributable to Company's partners.

14.Termination

14.1.These Terms are entered into for the duration of the Service Agreement and shall automatically cease to have effect upon termination of the Service Agreement.

14.2.Without prejudice to the other terms specified in these Terms, including Clause 14.1 hereof, Mercuryo may terminate the Agreement unilaterally:

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

14.2.2.immediately, by sending a written notification, upon the occurrence of any of the following material breaches of the Agreement by the Company:

14.2.2.1.the Company has granted the Widget and/or API interface license or access to the Widget and/or API interface (unauthorized share of the Widget and/or API interface keys, or other unauthorized access sharing) to the partners of the Company or other persons, who have gained access to the Widget and/or API interface through the Company, without the prior express written authorisation/consent of Mercuryo; or

14.2.2.2.the Widget and/or API Interface is placed on the resources (the websites on the Internet) not expressly in writing agreed on with Mercuryo and its affiliated companies; or

14.2.2.3.the Company has breached any of its obligations, warranties or guarantees provided under this Agreement, including but not limited to, those provided by the Company under the Clause 4.1. and 4.2.; or

14.2.2.4.Mercuryo, its affiliated companies or partners of Mercuryo have identified, or have a suspicion that a fraudulent activity and/or financial crime was committed by (i) the Company while using the Widget and/or API interface, (ii) partners of the Company, who have access to the Widget and/or API interface through the Company; or

14.2.2.5.Mercuryo, its affiliated companies or partners of Mercuryo pose or may pose a financial crime risk due to cooperation with the Company and the Widget and/or API interface use by the Company, partners of the Company or other persons, who have access to the Widget and/or API interface through the Company; or

14.2.2.6.the Company violates or fails to comply with Card Scheme rules, any applicable law, regulation or any order issued by a competent court or government authority; or

14.2.2.7.the Company is identified under any excessive chargeback or fraud programs established by the Card Schemes.

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

15.Data Protection

15.1.To the extent that the Company provides or makes available Personal Data to Mercuryo in connection with the Services:

15.1.1.the Company acts as a Data Controller (or, where applicable, a Data Processor acting on behalf of a third-party Data Controller); and

15.1.2.Mercuryo acts as a Data Processor (or Sub-processor, where applicable), processing such Personal Data solely on behalf of and in accordance with the Company's documented instructions.

15.2.Mercuryo processes Personal Data to support the Company's on-/off-ramp widget and related payment services, including technical operations, service maintenance, incident triage, transaction processing, fraud prevention, and KYC/KYB checks, as instructed by the Company.

15.3.The processing may concern:

15.3.1.Data Subjects: end-users of the Company's services and authorised business contacts;

15.3.2.Personal Data: identification and contact data; KYC/KYB and AML verification data and outcomes; transaction and operational metadata; technical and security logs (including IP address, device and session data); and, where instructed, address data and risk-scoring fields. Special-category data is not intended to be processed. Any such processing requires explicit written instruction and the implementation of additional safeguards.

15.4.Processing is continuous for the duration of the Agreement and includes collection (as instructed), recording, storage, retrieval, transmission, restriction, disclosure to authorised sub-processors, and deletion or return. Personal Data shall be retained for the term of the Agreement and thereafter only as required for deletion/return or to meet applicable legal or regulatory retention obligations.

15.5.Mercuryo shall process Personal Data solely as necessary to perform the Agreement and provide the Services in accordance with the Company's lawful instructions, unless processing is required by applicable law, in which case Mercuryo shall inform the Company prior to such processing unless legally prohibited.

15.6.Each Party shall comply with all applicable data protection and privacy laws and regulations, including Regulation (EU) 2016/679 (GDPR) and any implementing or successor legislation ("Data Protection Laws").

15.7.Mercuryo shall:

15.7.1.ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;

15.7.2.implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;

15.7.3.assist the Company, taking into account the nature of the processing, in responding to data subject requests and in meeting obligations relating to data protection impact assessments and supervisory authority consultations;

15.7.4.at the Company's option upon termination or expiry of the Agreement, delete or return Personal Data unless retention is required by applicable law; and

15.7.5.make available information reasonably necessary to demonstrate compliance with this Section and permit audits subject to reasonable notice, scope, frequency, and confidentiality safeguards.

15.8.The Company grants Mercuryo general authorisation to engage sub-processors, provided that:

15.8.1.Mercuryo enters into written agreements with sub-processors imposing data protection obligations no less protective than those set out herein;

15.8.2.Mercuryo remains fully liable for its sub-processors' performance; and

15.8.3.Mercuryo provides advance notice of any intended addition or replacement of sub-processors, allowing the Company a reasonable opportunity to object on legitimate data protection grounds.

The Company expressly authorises the use of AWS and Microsoft Azure as cloud service providers.

15.9.Where Personal Data is transferred outside the EEA or another jurisdiction requiring appropriate safeguards, such transfers shall be made in compliance with Data Protection Laws, including through the use of Standard Contractual Clauses or equivalent transfer mechanisms.

15.10.Mercuryo implements technical and organisational measures appropriate to the risks associated with the processing, including measures relating to access control, authentication, encryption, network security, secure development, vulnerability management, logging and monitoring, incident response, business continuity, physical security, personnel security, supplier management, and data minimisation, retention, and secure disposal.

15.11.Assistance required under GDPR Article 28(3)(e)–(f) shall be provided to the extent reasonably necessary and proportionate to the Processor's role and available information. Such assistance shall not require bespoke development or material operational changes unless agreed in writing. Where assistance exceeds ordinary-course support, the Parties shall agree a reasonable plan and timeline. Any third-party or pass-through costs incurred at the Company's request shall be borne by the Company at cost.

15.12.Each Party shall notify the other without undue delay upon becoming aware of a Personal Data Breach and shall cooperate in good faith to investigate, mitigate, and remediate the breach and to meet applicable regulatory and notification obligations.

15.13.The competent supervisory authority shall be determined in accordance with applicable Data Protection Laws, having regard to the establishment of the relevant Controller and/or Processor.

16.Choice of Law and Place of Jurisdiction

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

16.2.All disputes, controversies, or claims arising out of or in connection with this Agreement, including, without limitation, any dispute regarding its interpretation, existence, validity, performance, or termination, shall be exclusively and finally resolved by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC), which rules are deemed to be incorporated by reference. The seat of arbitration shall be Brussels, Belgium. The language of the arbitration shall be English. The arbitral tribunal shall consist of one (1) arbitrator. The arbitral award shall be final, binding upon the Parties, and non-appealable to the fullest extent permitted by applicable law. The Parties expressly waive any right to seek review, appeal, or other recourse to any court or other authority with respect to the arbitral award, except to the extent required by mandatory law.

17.Notices

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

17.1.1.Mercuryo: 1500 - 401 WEST GEORGIA STREET, VANCOUVER, BC, V6B 5A1, CANADA.
Email: support@mercuryo.io

17.1.2.Company: Address and Email shall be identified in the Application.

17.2.Parties can use Account as communication channel. All notices sent to the Party using the Account shall be regarded as serviced through communication channels specified above. If the Account or the System is temporarily unavailable for communication for whatever reason, then for the purposes of communication the Company shall use the email address specified in the Application and registered in the System. In such case, additional measures for verification of the Company and its authorized representative may be applied by Mercuryo.

17.3.The Company shall notify Mercuryo without undue delay, and in any event no later than 5 (five) Business Days from the occurrence of such change, of any changes to its corporate details, including but not limited to its legal name, registration details, ownership or control, registered or principal address, list of authorized representatives, powers of authorization, and any other requisites or contact details previously provided to Mercuryo. The Company shall ensure that all information provided to Mercuryo remains accurate, complete, and up to date at all times. Mercuryo shall not be liable for any consequences arising from the Company's failure to timely notify such changes.

18.Amendments to the Terms

18.1.Mercuryo has the right to unilaterally amend terms of the Agreement by following the notification procedure set forth in the present Agreement.

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

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

18.4.The Company acknowledges that notifications sent by Mercuryo via the Account or to the email address registered in the System, as the case may be, shall be deemed as properly provided.

18.5.Individual provisions of this Agreement may be amended by written agreement between the Parties, which shall be executed as a supplement and shall become an integral part of this Agreement upon being signed by both Parties.

19.Concluding Provisions

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

19.1.1.has fully read the terms of the Agreement;

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

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

19.1.4.has fully read and understands all commissions and fees applied by Mercuryo and charged to the Company or its Users.

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

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

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

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

19.6.In case of any conflict or inconsistency between the documents governing these Terms, the following order of precedence shall apply (in descending order):

19.6.1.applicable laws and regulations,

19.6.2.Card Scheme rules,

19.6.3.Service Agreement and any supplement hereto,

19.6.4.these Terms and any supplement hereto,

19.6.5.applicable rules and principles of prudence and justice.