This agreement (“Agreement”) is between you (referenced herein as “user”, “you” or “your”) and “GreatIdee” UAB, a virtual currency exchange and depository virtual currency wallet service provider, supervised by the Financial Crime Investigation Service of Lithuania, incorporated under the laws of Lithuania (company number 306146627, registered at Gedimino ave. 44A-201, Vilnius, Lithuania) (referenced herein as “us”, “our” or “we”) (collectively referred to as “Parties”).

We provide digital currency services (“Services”), which can be accessed via platform, through which we operate (“Platform”) at the address of https://staging.wickie.io/.

Account and e-money services are provided by Unlimit EU Ltd, company number HE 328641, registered at 125 Griva Digeni, Limassol 3101, Cyprus. Unlimit is licensed and regulated by the Central Bank of Cyprus as an Electronic Money Institution.

By using the Services via the Platform, you agree that you have read, understood and accepted all of the terms and conditions of the Agreement, together with documents, which are related to this Agreement, i.e., GDPR Policy, Privacy Policy, Cookie Policy, Risk Statement, Annexes (if any) etc. Any Agreement related documents are integral parts of the Agreement and together constitute one document and are legally binding to you. If you do not accept the Agreement or other documents that may be related to the Services, you must stop using the Services through the Platform.

We reserve the right to amend the Agreement as well as change, modify, remove or discontinue (temporarily or permanently) the use of the Services or a part of them at any time and at our sole discretion and shall not be liable if any such action prevents you from using the Services or any part thereof. For the avoidance of doubt in the event of any changes of the Agreement or other documents that may be related to the Services, information on pending changes will be made available to you in the app or by e-mail 14 (fourteen) days prior such changes become effective. If you do not accept such amendments to the Agreement or other documents that may be related to the Services, you must stop using the Services through the Platform.

1.    Eligibility and Use of Services

1.1.    By using the Services, you agree to comply with all guidelines, notices, rules and policies pertaining to the use of the Services via the Platform and undertake not to engage in any Restricted Activities as defined in Section 10 below.

1.2.    By using the Services, you represent and warrant that:

(a)    you are a legal entity with full legal capacity and authority to enter into this Agreement;

(b)    you are at least 18 years old or of legal age to form a binding contract under applicable law;

(c)    you are an individual or the representative of the legal entity who has a right and a full authority to enter into this Agreement on behalf of the legal entity;

(d)    you have not previously been suspended or removed from using the Services;

(e)    the use of the Services is void where prohibited by law;

(f)    your use of the Services will not violate any and all laws and regulations applicable to you regarding usage of the Services, including regulations on anti-money laundering, anti-corruption, and counter-terrorist financing;

(g)    you are not subject to any trade, financial or economic sanctions, embargos or other restrictive measures established, applied or imposed by the United Nations Security Council, the European Union, the United Kingdom (including Her Majesty’s Treasury), the United States (including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury), other countries, international or governmental bodies (“Sanctioned Person”);

(h)    you are not a citizen or resident of, or are a legal entity that is registered, has presence in or is controlled or owned by citizens or residents of Cuba, Iran, North Korea, Syria or any other sanctioned country or region as we may designate according to consolidated sanctions list, which we follow (“Sanctioned Country”).

1.3.    For the avoidance of doubt, you (including your beneficiaries) cannot use the Services, if you fail to meet any customer due diligence standards, requests or requirements of us and/or are deemed high risk by us according to criteria established at our sole discretion.

1.4.    We reserve the right to refuse registration or the commencement of relationship with you under this Agreement without a reason. You acknowledge and agree that it is at our sole discretion whether to provide you with any or all of the Services. You also acknowledge that we are not responsible if you are not allowed to access third party websites, platforms, services, products (including, but not limited those, that may be accessible via the Platform) as such may be subject to additional different customer due diligence requirements.

1.5.    We may at any time suspend / freeze or cancel the accounts of the users who are found to be in violation of one or more of the conditions in this Agreement and its annexes at any time or suspend or terminate accessibility of a third party’s websites, platforms or services. The final decision on this matter always belongs to us.

2.    Verification process

2.1.    To use the Services, you may be asked to provide your name, surname, date of birth or legal entity name, representative’s name, basis of representation, email address, as well as to accept the Agreement and other related documents that may be requested at our sole discretion. You agree to provide complete and accurate information before using the Services and agree to promptly update any information you provide to us so that such information is complete and accurate at all times.

2.2.    You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud and other financial crimes and permit us to retain such information. We will collect, use and share this information in accordance with our Privacy Policy. You will need to complete certain verification procedures before you are permitted to use the Services. For the identification we may request to provide information, such as, your name, surname, identification code and / or date of birth, registration address, citizenship, ID document or a legal entity name, form, code, registration and business address, extracts from register, beneficial owner name, surname, identification number and citizenship as well as representative’s name, surname, identification number, citizenship and power of attorney if required and other information collected at the time of registration and any such information that we may require from you from time to time under applicable law.

2.3.    In certain circumstances, we may require you to submit additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (such process, “Enhanced Due Diligence”) so that we may, among others, establish the source of your wealth and funds for any transactions carried out in the course of your use of the Services.

2.4.    In providing us with any information, you confirm that it is true, accurate and complete. You are responsible for any losses that occur regarding the submission of invalid/incorrect data. You undertake to immediately notify us if there is any change in the information that you have provided to us and to provide such additional documents, records and information as may be required by us. We shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have an obligation to keep all information provided up to date if there are any changes.

2.5.    You authorize us to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect you and/or us against financial crimes such as fraud and to take action that we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full.

3.    Services

3.1.    Services. We provide the following digital currency related services (“Services”):

(a)    Wallet services. We provide a hosted digital currency wallet (“Digital Currency Wallet”) and hosted digital fiat currency wallet (“Fiat Currency Wallet”) enabling you to store, track, transfer, and manage your balances of supported digital currencies and supported digital fiat currencies respectively. For the avoidance of doubt, the Digital Currency Wallet and the Fiat Currency Wallet are not a payment instrument, e-money wallet or similar instrument and we do not provide you with the ability to buy or sell one form of fiat digital currency for another and the fiat digital currencies may only be used in connection with the purchase or sale of digital currencies solely from us on this Platform. All banking solutions, including a functionality of depositing / withdrawing FIAT currency from your account on the Platform, as well as hosting FIAT Currency Wallet, are provided by our partners having a license for provision of such services;

(b)    Exchange services. We provide an exchange service on the Platform enabling you to buy and sell a digital currency directly from and to us using another digital currency or fiat digital currency;

(c)    Vault services. We provide a service of an ability to lock certain Digital Currency for a selected period of time to obtain enhanced rewards. You acknowledge and agree that once your Digital Currency is locked, you will not be able to withdraw or utilise the locked Digital Currency until the fixed term has ended. Any rate of rewards to be obtained through this service is determined by us and may vary from time to time. The reward will be transferred to your Vault account daily.

3.2.    For the provision of Services we may rely on third parties. We reserve the right to unilaterally change any of such third-party service providers with which we have established business relationships for the provision of Services at any time. At all times, we will choose such third-party service providers based on reputability, security, occupancy, applicable spot commissions etc. and will always strive for the most secure and favorable conditions for receipt of payments and other services thereof.

3.3.    Generally Applicable Terms for Services

(a)    Informational purpose. Any materials, information, view, opinion, projection or estimate presented in relation to the Services via the Platform is made available by us for informational purposes only and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view, opinion, projection or estimate provided therein;

(b)    Use of content. With respect to all contents of transmissions or communications you make or submit while using the Services, we shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and you hereby grant to us and our partners, a non-exclusive, royalty-free, irrevocable license and right to do the same;

(c)    Third parties. Please note that content, products or services of third party may be accessible on the Platform in relation to the Services, the access and / or use of such content, products or services are subject to the term and conditions stipulated by such third-party websites / platform and that you shall separately read and agree to such terms and conditions before accessing such content, products or services. We shall not be liable in any way for your access to and use of such third-party systems, services, content, materials, products or programs, or for purchases or subscriptions made in relation thereto;

(d)    Data Sharing. In order to use the Services, including any or all functionalities or features, we or our partners may, at our (or partner’s) sole discretion, require you to provide any kind of additional information or to perform any kind of additional actions that we may deem necessary. Any of the functionalities or features available within the Platform may be subject to a separate verification process to the extent we (or our partners) deem necessary to assess your eligibility to use the Services or certain parts of such;

(e)    Informing the authorities. Pursuant to Lithuanian Law on the Prevention of Money Laundering and Terrorist Financing, we are obliged to notify the Financial Crime Investigation Service of your identification data and information on performed digital currency exchange operations or transactions in digital currency of pre-defined amount;

(f)    Cancellations and Reversals. You acknowledge that all transactions made due to the generated digital assets / digital currency payment request are final and irrevocable (that is, it cannot be cancelled). We may reverse a transaction only when compelled to do by any applicable law, regulation or AML team decision to reject payment regarding no-compliance. In such case, we may charge additional fees for any reversal of transaction. Notably, the fees, applicable to reversible transaction, may substantially differ from the fees, applicable for incoming payment;

(g)    Delays in Transactions. We reserve the right to take longer than our typical processing time to process any generated digital asset / digital currency payment request and/or to suspend the processing of any transaction, for reasons such as conducting additional due diligence or pursuant to a request by our partners or any relevant governmental authority or regulator. We will have no liability or responsibility for any losses that you suffer in relation to the foregoing actions;

(h)    Fees policy. We reserve the right to change or modify our transaction fee structure or increase any of our fees at any time and from time to time. Any such changes will be effective from the moment they are announced on the Platform, and the Platform records are valid. Your first use of the Services following the changes to the fees will constitute your acceptance of such changes. If you do not agree to such changes, you may stop using the Services. For more information about our fees in relation to the Services, please see Section 4 of this Agreement;

4.    Fees

4.1.    Each buy-sell and withdrawal transaction made by users through the Platform is subject to a commission determined by us which is announced and updated continuously in the profil side of the client in the backoffice and our homepage. The regular fee for exchange is 1,49% of the exchange value. Outgoing transactions have a fee of 0,3% of the transaction value and additional network fees. The fees can be change if there is a high demand on the network.

4.2.    We may collect the commissions from the cryptocurrency transaction performed by user, as well as from the user’s account available on the Platform. If the user’s account balances are not available for payment of the commission, the commission may be deducted from the transfer amount, or the transfer may be rejected by the Platform. Commission are service fees and are absolutely non-refundable (even if the transfer is cancelled). The user accepts these matters in advance with this Agreement.

4.3.    If you use our Services that are facilitated by a third party, additional fees may apply and will be included in the total amount of fees payable by you to us. However, for using our Services you shall be charged only transaction and maintenance fees. Third party fees do not fall within such fees and thus shall not be considered as part of the transactions’ fees.

4.4.    In case of reversal of payment, as indicated in the Section 3.3(f), digital currency related payment would be sent back to initial payer by deducting all transaction fees.

5.    Risks

5.1.    When using our Services and Platform, you are exposed to certain risks. For information on the risks you may be exposed to, please refer to our Risk Statement available on our homepage.

6.    Cookies

6.1.    For information about how we and our partners use cookies, please refer to our Cookies Policy, available here https://staging.wickie.io/cookies-policy.html.

7.    AML Policy

7.1.    For information about how we implement AML legal requirements, please refer to our AML Policy, available here on our homepage.

8.    Validity, Termination and Suspension

8.1.    At any time and for any reason at our sole discretion we may terminate this Agreement, suspend your access to our Services and reject all pending transactions request with or without prior notice to you. In such event, if such is possible, we may also give you an advance notice and guide you through the process of termination of business relationship. We will have no liability or obligation for taking such action.

8.2.    Additionally, this Agreement may be terminated in the following events:

(a)    due to a mutual agreement between you and us;

(b)    upon the expiration (and non-renewal) of the period for which this Agreement was concluded;

(c)    if one of Party is dissolved without the legal successor / upon death of the user;

(d)    upon the cessation of our provision of the Services;

(e)    by the termination notice given for any of the reasons specified therein.

8.3.    We may refuse to complete and / or cancel your digital currency payment requests, reverse a transaction, suspend, restrict, or terminate access to the Services for any reason, including the following:

(a)    we are, in our reasonable opinion, required to do so by applicable law, regulation or any authority to which we are subject in any jurisdiction;

(b)    where we have reasonable right to believe it is necessary to protect the security of your funds or funds are / may be used by subjects other than authorized representatives;

(c)    you are, in our reasonable opinion, in breach of the Agreement or in breach of the security requirements indicated in the Agreement;

(d)    we detect your unusual activities by using our Services and you are, in our reasonable opinion, using our Services in a suspicious, unauthorized or fraudulent manner including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities;

(e)    use of our Services is subject to any pending litigation, investigation, or government proceeding;

(f)    due to other reasons as indicated anywhere in this Agreement.

8.4.    In case of an account closure request by the user, the existing digital assets balances in the account will be examined as soon as possible and returned to user within 14 days if no violation is found.

8.5.    Termination of the Services does not exempt you from any liabilities we incurred by way of this Agreement before. In the event of termination of the Services, we have a right to claim fines, forfeits, losses and other amounts paid to third parties or the state from you. You undertake to transfer the indicated amounts to our account within 3 business days from the moment of claim.

9.    Liability and Indemnification

9.1.    You are solely responsible for actions performed by using the Services.

9.2.    We do not warrant that use of Services will be uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected. No warranty is given that our Services will meet the requirements of any third parties or are free from any computer virus or other malicious.

9.3.    To the fullest extent permitted by law, we will not be liable for any damages of any kind including without limitation direct, indirect, incidental, punitive, special and consequential damages (including, without limitation, loss of profits, loss of revenue, loss of data or injury) arising out of or in connection with the Services, the inability to use the Services, even if advised of the possibility of such damages.

9.4.    You will be liable for all reversals, chargebacks, fees, fines, penalties and other liability and/or losses incurred by us or our partners due to your use of the Services. This will also apply when the loss is incurred by us as a result of your knowingly erroneous claims, defamatory public statements or false accusations. You are under the legal obligation to reimburse us and our partners for any and all such liability.

9.5.    It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.

10.    General

10.1.    Compliance with Laws and Regulations. You must comply with all applicable laws, regulations, licensing requirements and third party in your use of the Services.

10.2.    Restricted Activities. In connection with your use of the Services, you agree and undertake that you will not do the following:

(a)    violate or assist any party in violating any law, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;

(b)    engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices and / or market abuse;

(c)    use specific IT software (e. g., web crawler) to access our Service data or extract other sensitive data or disassemble any aspect of the Services accessible through the Platform to access any source code and algorithms, use or upload, in any way, any software or material onto the Platform;

(d)    perform any unauthorized vulnerability, penetration or similar testing or take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(e)    manipulate and / or use our brand and / or company name;

(f)    create membership by using the identity and address information of third parties without their knowledge and consent;

(g)    post, promote or transmit any materials or information on the Platform which are or may be illegal, misleading, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws, Internet standards or otherwise are objectionable.

This list is non-exhaustive and nothing contained above should be construed as granting, by implication, estoppel or otherwise, any license or right for the Services to be used for illegal, unlawful, fraudulent, unethical or unauthorized purposes or to promote or facilitate such activities.

10.3.    License. We grant you a limited, non-exclusive, non-transferable license, subject to the Agreement, to access and use the Services and materials, solely for approved purposes as permitted by us from time to time. Any other use of the Platform, the Services or materials and information is expressly prohibited.

10.4.    Intellectual Property and Non-Competition. We and our licensors reserve and retain all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to the products, services and all content, information and data contained in or provided on or via the Platform (including all source code, object code, data, information, copyrights, trademarks, texts, graphics and logos). You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided on or via the Platform in any form without the prior written permission from us and our licensors. Further, no part or parts of the Platform may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without our or our licensors’ prior written permission. Intellectual and industrial property rights contained in this article are unlimited and none of them are waived. In case of any violation, we reserve all the rights of claim and complaint and if it is understood that the violation caused by the user’s account, we are free to deactivate / freeze the relevant user’s account and to confiscate all the contents of the relevant user’s account in order to prevent possible damages.

In addition, users agree and undertake to refrain from activities that may constitute confusion or unfair competition with us and the Platform. If such a situation is detected, the relevant user’s account will be deactivated / frozen immediately, without prejudice to all other rights of us.

10.5.    Electronic Communications. You agree that communications between you and us shall be electronic. You consent to receive communications from us in electronic form, including e-mail. You agree that all communications that we provide to you electronically satisfy any legal requirement such communications would satisfy if they were provided in writing.

10.6.    Assignment. You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Agreement. We may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Agreement without notifying you or obtaining your consent.

10.7.    Maintenance. To minimize disruption, we will announce beforehand any regular maintenance. Upon resumption of operations, we will work to ensure the Services are restarted in an orderly fashion. We may temporarily halt operations in the event the unanticipated maintenance is required. This may include, but is not limited to, unexpected computer or digital asset network functionality or speed, partner or vendor outages, or cybersecurity incidents. Notice of such a disruption may be communicated to you via electronic communication. During the course of any such unexpected disruption, we will take work to timely restore functionality.

10.8.    Financial Services Disclaimer

(a)    we do not provide financial advice in any form and cannot be considered as a financial advisor or financial services company, a financial brokerage company or an investment company or fund. No content or Services available on the Platform or via any form of communication may be taken as a financial advice or a financial/investment recommendation;

(b)    you must read Section 5 of the Agreement (Risks) before using the Services.

10.9.    Waiver. Any failure or delay by us or our affiliates to enforce the Agreement or exercise any right under the Agreement will not be construed as a waiver to any extent of our rights.

10.10.    Severability. If any provision of this Agreement is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

10.11.    Dispute Resolution. The Agreement and the relationship between us shall be governed by and construed in accordance with the laws of Republic of Lithuania without regard to the rules of conflict of laws of any other jurisdiction, subject to any local mandatory rights available to you. Parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Lithuania.