Terms of Use

These Terms of Use constitute a legally binding agreement between you (hereinafter referred to as “you”, “your”, “yours”, “User”) and our Company CALYPSO PAY LTD. (hereinafter referred to as “we”, “our”, “ours”, “Calypso Pay”, “Company”), a company incorporated in British Columbia, Canada, under Incorporation number: BC1269562, having its registered address at: 202 - 346 Lawrence Ave, Office 107, Kelowna, BC V1Y 6L4, Canada, and operating under the Money Services Business (MSB) license number: M20594996, issued and regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).

Our Company acts as a payment gateway providing crypto solution for your business and duly authorized by FINTRAC to render services connected with dealing in virtual currencies.

The services are rendered through our Website: www.calypso.finance/ (hereinafter referred to as the “Website”), the use of which falls within the scope and is governed by these Terms of Use.

To be able to have an access to our services you should be registered as a Merchant and accept these Terms of Use along with our Privacy Policy and Cookie Policy made available through the Website. By visiting the Website and opening an Account with us you agree that you have read attentively, understood and accepted these Terms of Use together with the Policies. In case of disagreement you should refrain from using our Website and registering an Account with us.

Whereas

A. There are some RISKS related to any transactions with virtual currencies, cryptographic tokens and/or other digital assets. The risks described herein are not exhaustive. It is worth keeping in mind - the crypto industry is a new economic and technical area, it is quite possible that in your further use of Calypso Pay services and operations with tokens and/or other digital assets, new risks that cannot be currently foreseen and described may emerge.

The following risks are possible: 

Regulatory risks

There is no uniform approach to determination of legal status of virtual currencies, cryptographic tokens and/or other digital assets. Despite the current globalization level, countries do not have any uniform approach to their regulation. However, cryptocurrencies attract close attention of regulators in many countries, so in the near future countries will take steps on digital assets regulation. They can be subject to taxation, reporting, audit (or already are, depending on the state policy).

Currently, the value of such assets is not backed by central banks and they do not have any possibility of such backing; digital assets are an autonomous global system supported by users’ reliance on the technology so cryptographic asset operations are subject to significant risk.

This risk consists in the fact that at any time the cryptocurrency you selected may be beyond the scope of law or, vice versa, may be recognized in a particular state. State regulator’s influence on the legal status of a cryptocurrency may result both in increase and decrease of its value.

Volatility risks

Transactions with cryptocurrencies involve certain risk levels related to their value. The retrospective value of your asset does not predict its future value. The price of virtual currencies, cryptographic tokens and/or other digital assets may go both upwards and downwards and may depend on economic, political, technological, social, psychological and other factors. Both well-known causes and causes that cannot be currently predicted may result in such movements. The value of cryptocurrencies may be impacted by several related factors or just by one.

There will always be a risk to incur losses due to transactions performed using virtual currencies, cryptographic tokens and/or other digital assets.

Blockchain network risks

Blockchain networks are based on confirmation of a transaction record (entry into a distributed ledger) by other participants of the distributed network. Due to this, the system requires some time to record your rights to cryptographic tokens and/or other digital assets, so you may see the result not immediately.

Transactions related to virtual currencies, cryptographic tokens and/or other digital assets cannot be voluntarily cancelled. Financial losses caused by errors, accidental transactions or fraudulent actions cannot be refunded.

You should note that any transaction performed may remain unconfirmed by blockchain participants or cancelled.

Calypso Pay cannot influence blockchain networks in any manner and shall not be liable for operation of any blockchain network, for its vulnerability or unforeseen modifications, for possible attacks on protocols.

Technical risks

We admit that technical failures are possible in the course of use of services offered by Calypso Pay. Bad internet connection, equipment failures, information distortions may be due to human mistakes or inadequacy of the device and processes.

We make no warranty that the device you are using will provide a safe, flawless, uninterrupted or reliable service to Calypso Pay. You agree that we shall not be liable for any failures of connection, information delays, errors, distortions that may occur in your device when using the Calypso Pay services.

B. By visiting Calypso Pay Website and continuing the use of Calypso Pay service/downloading the software, you confirm that you are a person of a legal age, capable, not disqualified and can be independently liable for your decisions and actions;

C. If you enter into these Terms of Use on behalf of a legal entity, you hereby guarantee that you are duly authorized and have all permits required for these actions. You confirm that your powers are documented properly.

D. You possess all required understanding and knowledge of blockchain transactions and, consequently, take full responsibility for understanding of and compliance with any laws, rules and regulations established by your government to regulate digital assets and blockchain technologies applicable to you in relation to the use of all and any services;

E. By receiving further access to the Calypso Pay services and functions, you agree to comply with these Terms of Use and all documents we published at www.calypso.finance, including the Privacy Policy, the Cookie Policy. If you refuse to accept the terms, please stop using Calypso Pay service and all functions provided at www.calypso.finance.

Disclaimer

Calypso Pay does not provide any financial, legal, tax, accounting or other advice to users. You shall be independently liable for your actions including decisions pertaining to disposal of your financial resources when using Calypso Pay services. When making financial, legal, tax, accounting and other decisions, we recommend that you turn to relevant professional advisors.

No employee, partner, manager, owner of Calypso Pay makes any representations or guarantees of success of your actions or is liable for any loss of money, assets and other property resulting from the use of the services.

Calypso Pay does not support USDT in the territory of Canada, all other relevant available currencies shall be available in the Account and/or upon the request.

Terms and definitions

“Account” means the set of data stored on Calypso Pay servers concerning the User, which is necessary for his/her identification and for granting access to the software, his/her personal data and settings.

“Application Programming Interface” (“API”) means an application programming interface which is a set of tools and functions that allows one program to interact with another.

“Blockchain” means a shared, unaltered and distributed ledger of transactions (minimum of logically meaningful operations). The ledger is stored on multiple computers connected to each other by a single network. Communication between the computers is carried out via the Internet. The ledger is designed for recording of transactions and accounting of tangible and intangible assets in a trustless environment. The ledger stores the entire set of operations performed between the operations' owners. Operations are added to the blockchain as a block.

“Block” means a combination of a set of operations, which are checked for validity, it also includes the hash of the previous block.

“Hash” means a volume of information converted into a unique set of characters that is specific only to this array of input information.

“Cryptocurrency” means any virtual currency, cryptographic token and/or other digital assets.

“Over-the-counter” (“OTC”) means a deal is done directly between two parties, without the supervision of an exchange.

“Malware” means a software code, files, scripts and/or programs designed to damage the software and/or hardware, including viruses, worms and Trojan horses.

“Remote access” means that User has access to the Service in such a way that the User is given an opportunity to use the software running in the Company's cloud infrastructure and accessible from various user devices via a web browser. In this case, the User has limited ability to manage the software, has a limited set of user configurations of the software, has no access to an instance of the software example, its network infrastructure, database and software clusters.

“Service” means a software solution in the Internet network at www.calypso.finance used to provide the services of the Company.

“Software” means Calypso Pay software application available on the Website www.calypso.finance as a cloud computing service, comprising data and command set, including the source code, the database, which has software usage documentation and is completely maintained by Calypso Pay Ltd.

“Technical Support” means actions taken by the Company to ensure the continued work of the Software and Services, including advising the User on the Software usage.

“Transaction” means any operation of transfer of cryptocurrency from one Wallet to another, a deal resulting in change of the balance of the User’s Account.

“User” means any individual registered in Calypso Pay system and using its services.

Section 1. Software. Services

1.1 Software. Calypso Pay’s Software is provided to you under a personal, nonexclusive, nontransferable, nonsublicensable, revocable license for the purpose of transacting with digital assets.

1.2 Services. Calypso Pay provides Services enabling the User to perform operations and different actions with Cryptocurrency through the use of the Account. The following Services are available for Calypso Pay’s Users:

• (a) Accepting;
• (b) Payout;
• (c) Exchange of Cryptocurrency to fiat;
• (d) Exchange of fiat to Cryptocurrency; 
• (e) Exchange of any kind of Cryptocurrency to another kind; 

1.3 No granted. To prevent misunderstanding between you and us, User shall not be granted right of access to the following: (a) the source code of the Software; (b) the Software network infrastructure and equipment used for operation, including but not limited to: cluster, server (hardware); (c) the Software database.

1.4 Restrictions. You have no right (and shall not permit any end-user or third-party) to (i) decompile, disassemble or reverse engineer the Software or attempt to discover any source code or underlying algorithms of the Software, (ii) remove any copyright notices or other notices, whether or not embedded in the Software, (iii) modify or create derivative works of the Software (except as otherwise expressly permitted by us writing), (iv) relicense, grant, lease out or lend out the Software, provide to any third party or share the Software with a third party, (v) copy the Software or any part of it, except as provided herein, or (vi) disclose to a third party any information about the performance of the Software and errors detected therein.

1.5. Ownership. As between the parties, the Company retains all right, title and interests in respect to the Software, including any modifications, derivative works or enhancements, as well as all related intellectual property rights.

1.6. Embedded Software. User acknowledges that third-party software may be embedded in or otherwise bundled with the Software and Services. You are allowed to use third-party software only as part of and integrated with the Software.

1.7. Beta-version. We may offer Services that are at the final stage of software development when the product is almost ready for full-fledged operation, but our developers have to conduct intensive testing of the product readiness to be launched and function without errors. Such service versions will be designated as “beta version,” “pilot version,” or “pre-release version for developers.” Beta versions of the Services are limited in their features and may have deficiencies and bugs. You may refuse to use the beta version of a Service and wait until it is released officially. The Company may cease providing the beta version of a Service at any time and at its sole discretion. All beta versions of the Services are provided “as is” without any warranty or liability for their operation and content. Beta version Services may be terminated at any time. Calypso Pay disclaims all liability and responsibility hereunder for any damage inflicted through the use of beta versions.

Section 2. Company's representations

2.1 We represent and warrant that we have unencumbered right to grant the license described herein and that there is no claim with respect to the Software based on the actual or alleged infringement of any other person's intellectual property rights.

2.1.1 Company shall take reasonable technical and organizational measures to ensure that the Service and Software are compatible with the latest trends and features in blockchain development.

2.1.2 We make every effort to ensure that Calypso Pay Services, Software and data are as secure and uninterrupted as possible. Company will implement the technical, administrative and physical security measures for both developed Software and User’s data.

2.1.3 We hereby agree to comply with the applicable laws and regulations relating to our activities.

2.1.4 The Company shall assume responsibility for the performance of its staff and for their compliance with the ToU and the Company's internal policies.

Section 3. Account creation

3.1 User has Remote access to the Service via a web browser installed on a User's device. To gain access to Calypso Pay Services, the User must register in the system by creating an Account.

3.2 You should create a strong password that is not used for any other software, website or online service, and must make reasonable efforts to prevent unauthorized access to the Software or its usage by third parties. Should the User suspect that unauthorized persons have obtained or may gain access to his/her Account or will detect any unusual, suspicious, unclear or non-typical changes, he/she should immediately notify the Company of such a fact. If the event of the User’s Account’s password loss and/or any other confidential information ensuring safe operations of the User in the course of receiving Calypso Pay Services, you must change such passwords or, if it is not possible, notify us as soon as possible upon receiving information of any such case. If you ignore any facts specified in the clause hereof, you shall be liable for any damage inflicted by any third parties.

3.3 During the registration, User shall provide all requested information. Such information must be fair, full and up-to-date. The User’s information is protected by the Privacy Policy.

3.4 To be able to use all functions of Calypso Pay’s Software and Service, you must meet the criteria of the Company’s compliance procedures. For the purposes of prevention of money laundering and combat with terrorism we may demand and the User must provide any information and/or documentation necessary for the Services provision. Particular data and/or documents to be provided will be specified by the Company during the onboarding procedure and/or in the request for any such information and/or documentation that can be made at any time at the Company’s . The Company may demand that copies of documents provided be duly certified, including translated into the language specified by the Company. All costs for the preparation of the requested documents are borne by the User. If User fails to provide the requested information and/or documents within the time period established by the Company, the Company may refuse or suspend provision of all or any part of the Services to the User. All losses resulting from the provision of false and/or incorrect data shall be borne by the User.

3.5 Upon the registration, the User’s personal Account is created and the User gains access to the Account. The Account may be used by the User solely on behalf of the organization.

3.6 The User hereby undertakes to obtain and keep up-to-date any necessary consents for the processing of personal information of its employees acting as a User representative. The User understands that in performance of any Transaction, the Company may transfer the User’s employees’ personal data and User’s information to third parties directly related to the performance of such Transaction.

3.7 User’s actions on exchange/purchase of Cryptocurrency for fiat (and vice versa) via the Account cannot be reversed or cancelled.

3.8 You must respond to our messages and requests no later than 2 (two) working days after the date of receiving such a request, and take reasonable measures to resolve the relevant issue.

3.9 We hereby agree to provide Technical Support to you. User has the right to ask for Technical Support without paying additional remuneration. In order to provide Technical Support, the Company has the right to require the User to provide information regarding the Account data, technical specifications of his/her equipment, and other information necessary for the provision of Technical Support.

Section 4. User's assurances

4.1 The User hereby guarantees that he/she will not:

• (a) take any action capable of interfering the integrity of the systems and technologies of the Company, and performance of its software;

• (b) use Malware in any way;

• (c) attempt to gain access to the infrastructure of the Company's internal processes;

• (d) circumvent the restrictions on Software usage, except as permitted in accordance with the Terms of Use and agreed in writing with the Company;

• (e) transfer (in any form, such as reselling, licensing, sublicensing, distribution, renting, etc.) his/her rights to the Software license.

4.2 You must use the Software and Services in accordance with aims that do not contradict the law.

4.3 User shall ensure that no Cryptocurrencies or fiat used result from illegal activities and that the User will not use the Services provided by the Company for illegal purposes, including the User’s commitment not to perform any actions or operations for the purpose of money laundering.

4.4 The User hereby guarantees that he/she is not gaining access to the Company's products in order to develop a competitor product, and also agrees not to use the documentation to develop similar or alike software programs, except as permitted by the Terms of Use, applicable laws or government regulations.

Section 5. Intellectual rights

5.1 The Software operation algorithms and its source codes (including parts thereof) are trade secrets of the Company. Any of their usage, or usage of the Software in contravention of the terms of this Terms of Use shall be considered as a violation of the Company's rights and sufficient reason to deprive the User of the rights granted under this agreement.

5.2 All content on websites related to The Company, including, inter alia, software, documents, graphics, data, algorithms, functional solutions of the Company’s Services, database, etc., is an intellectual property of the Company and are protected by copyright and other legal means.

5.3 Taking into account the rights that are directly granted to the User hereunder, we reserve all intellectual rights, property rights to the Services, the Company’s Software and documentation.

5.4 The Company does not grant the User any rights to the software, except in cases explicitly stipulated herein.

5.5 In case you have any legal basis to use the Company’s source code, you shall not modify, remove, or hide any copyright, trademark, or other proprietary rights or privacy information as related to the Services.

Section 6. Fees. Taxes

6.1 User should pay a fee for the Services of the Company.

6.2 The fee amount will be shown in the Account. Due to the circumstances that impact transactions, such as the transaction time interval, exchange rate difference, etc., the real fee amount may vary.

6.3 The fee shall be paid automatically when the User performs a transaction.

6.4 Company may change fee amount. In this case, Company will send you a notice by any means available. You should accept the new terms or stop any further use of Calypso Pay Service.

6.5 The User shall ensure that he/she has sufficient funds at the Account to pay for the Services of the Company.

6.6 A fee shall be paid in the currency of transaction.

6.7 The Company will not pay any interests on the balance of cash in the User’s account.

6.8 Withdrawal from the relationships does not exempt User from having to pay for Software access or for Services payable for the period that has begun before the date of withdrawal from the Terms of use.

6.9 Each party is solely responsible under the applicable laws for calculation and payment of all taxes and other state fees (including fines, interest and other extra amounts to the same), which are charged to such party in connection with or in regards to transactions and payments hereunder. Subject to the relevant legal grounds, we reserve the right to withhold relevant taxes and fees from the User.

Section 7. Warranty disclaimer

7.1 The developed Software is provided to you "as is". By granting the User access to the Service, the Company gives no guarantees (including any express or implied warranties) and makes no claims that:

• (a) the software will work error-free, uninterrupted, and continuously, and all identified errors will be corrected;

• (b) access to the software will not be uninterrupted, error-free, and malware-free;

• (c) the developed software will not be attacked by external hackers;

7.2 The Company does not give any financial, tax, accounting, investment or legal advice in respect of Cryptocurrency transactions. The User shall independently assess any possible consequences of his/her actions for his/her well-being based on personal goals, beliefs, knowledge and abilities. For that reason, all risks of transactions with digital assets, including the risk of financial loss, errors in the course of transactions, shall rest with the User to the extent permitted by law.

7.3 The Company shall give no guarantees regarding the Cryptocurrencies used by the User, such as guarantees of ownership, financial attractiveness, stability, etc.

7.4 The Company does not guarantee uninterrupted access to the Calypso Pay Services and software due to the fact that operation of the Calypso Pay Services and software may be affected by many factors beyond the Company’s reasonable control. For that reason, the Company shall not be liable for any consequences resulting from interruptions of the service.

7.5 The Company gives no guarantees regarding banks’ work, payment systems and other third parties involved in transactions.

7.6 We give you only those guarantees that are expressly provided in the Terms of use, as well as by law, to the extent that this applies to the Company's activities.

Section 8. Changes and updates

8.1 The Company has right to introduce new versions of and updates to the Software at any time, due to which the appearance and specifications of previously released versions of the software may change.

8.2 The Company hereby undertakes to notify User of upcoming Software’s changes and updates within a reasonable time.

8.3 The User may not unilaterally amend and/or modify the ToU hereof.

8.4 The Company may unilaterally amend and/or modify the ToU hereof at its own discretion at any moment. However, we shall notify you of the modifications via our Services. If after the modifications are made, you perform any actions clearly and directly signifying your consent to the new terms (by clicking the “I Agree” button or ticking the box next to the modified terms, or continuing to access or use the Calypso Pay Services), these actions shall express your consent to the new terms and confirm your readiness to use the service’s potential and functionality on the new terms. We recommend regular review of this terms.

8.5 If the User does not agree to the amendments or modifications hereof, he/she should stop using the Calypso Pay Services.

Section 9. Software and services access restrictions. Termination

9.1 The User may request the Company to block the Account at any time, subject to the specifications provided for in ToU. In case of unilateral termination, you must notice us in a written before 30 days. In this case User independently carries out actions to transfer funds and/or Cryptocurrencies to external bank account(s) or wallet(s) owned by the User . You independently bear the costs associated with the transfer of funds and / or Cryptocurrencies to external bank account(s) or wallet(s). Also you should fulfill all monetary obligations as to the use of license to the transferred software before the date of termination of the Agreement specified in the notice.

9.2 Calypso Pay has the right to withdraw from the relationship whit User at any time at its own discretion. In case of termination of relationship, we will notice you in a written before 30 days and given instruction about actions whit yours funds and/or Cryptocurrencies. Funds and/or Cryptocurrencies held in the User’s Account are transferred to the User’s external bank account(s) or wallet(s) or a third party's bank account(s) or wallet(s) specified by you. Calypso Pay reserves the right to recoup from the funds and / or Cryptocurrencies to be returned to the User the commission for the provided Software, Services, fines, interests and expenses that were not paid by you.

9.3 Software and services access restriction. The Company may without prior notice suspend or fully refuse the provision of its Services to the User subject to reasons established under ToU thereof or requirements under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and associated Regulations or the applicable legislation or without any reasons.

9.3.1 We reserve the right to suspend or restrict your access to the Services (fully or partially), including, inter alia, for the following reasons:

• (a) The information you have provided is not true, or inconsistent with the information you have provided during registration;

• (b) You do not perform the necessary identification procedures or do not provide the information required by us, or if you provide information that does not comply with the requirements provided for by applicable legal acts, or the Company has doubts about the veracity and authenticity of the submitted documents;

• (c) Your actions show signs of fraud;

• (d) Violations of the rules governing anti-money laundering and terrorism finansiation;

• (e) Security reasons or other similar circumstances;

• (f) Under direct requirement of the provision of the laws and regulations, and/or requirements of government authorities;

• (g) Under the court's order or order of a regulatory/government body;

• (h) You are in breach of any of the terms and warranties set forth herein, or any provision of law applicable to you, and such breach has not been corrected by you within the time limit or the breach is not at all remediable;

• (i) Your actions jeopardize the security of the Company’s Services or any other person;

• (j) Your actions may affect the operation of the Company’s software or our affiliate or partner;

• (k) Your actions may entail adverse consequences for us in the form of bringing the Company or our affiliate or partner to liability and affect the Company’s goodwill.

9.3.2 In the event of termination of the ToU at the cause suspension of access restriction to the Calypso Pay services, the Company shall send a reasonable relevant notice to the you and giving instructions regarding funds and/or Cryptocurrencies withdrawal held on the Account. Cases where such notification is prohibited by law shall make an exclusion.

9.3.3 In the event that we have reasonable suspicions that money laundering, terrorist financing or other criminal activity occurs through the yours Account as well as if we receive a relevant order from the supervisory or law enforcement authorities, we have the right to partially or completely suspend the provision of Services to you, as well as to block the User’s funds and/or Cryptocurrencies held on the Account(s) for a period of 30 (thirty) calendar days with the right to extend it an unlimited number of times until the suspicions of illegal activities, violations of this ToU are completely removed or confirmation is received from the supervisory authority, as well as we may send a report to the relevant supervisory authority.

9.3.4 In case of blocking the User's funds and/or Cryptocurrencies on the causes described in clause 9(3), the User has the right to send written objections to the Company and submit documents confirming his legal position regarding the legality of the User's actions.

9.4 The closure of the User’s Account does not mean that the User’s data, including transaction history, will be deleted. Subject to the requirements of the applicable legislation, the Company shall store any required data for at least 5 years. We record and store information on any transaction performed by the User when using the Account. Such records may be transferred to relevant government authorities and/or third parties entitled to that by law.

9.5 Upon termination of ToU thereof, any right to payment, any right to sue for breach of the Agreement until terminated and the following provisions shall remain in effect: Sections 1(4) “Restrictions”, 1(5) “Ownership”, 5 “Intellectual Rights”, 6 “Fee. Taxes”, 7 “Warranty Disclaimer”, 10 “Confidentiality”, 11 “Limitation Of Liability” And 12 “Indemnification”.

Section 10. Confidentiality

10.1 The parties agree to respect the information received from each other and protect such information.

10.2 The parties agree that (i) the Software, its operation algorithms, source code (including any part thereof), its documentation, prices and other terms offered to the User, including, inter alia, any functional limitations or errors in the Software are confidential information owned by the Company, and (ii) any other business, technical, financial or other information disclosed by one party to the other hereunder shall be confidential information of the disclosing party (collectively referred to as "Confidential Information"). Except as expressly permitted in Section 10(3) or elsewhere herein, each party shall retain confidentiality and shall not use or disclose to any third party any Confidential Information of the other party. This condition shall survive the termination hereunder for whichever is the longer period: (i) two years after the expiration of this agreement, (ii) the period of time to be determined by any applicable law or regulation or (iii) the period of time during which such Confidential Information will be treated as a commercial secret in accordance with the applicable law.

10.3 Information shall not be considered confidential pursuant to Section 10(2) if such information meets the following criteria: (i) is or has become public through no fault of the receiving party or its personnel, (ii) is lawfully obtained from a third party in possession of such information and legally authorized to disclose such information, (iii) was lawfully in the possession of the receiving party before being transferred by the disclosing party, (iv) was independently developed by the receiving party without using the Confidential Information or (v) as otherwise specified by law.

Section 11. Limitation of liability

11.1 Under no circumstances shall the total liability of the Company, including its affiliates and beneficiaries, arising from the provisions hereunder exceed the total amount actually paid by the User and/or its affiliates for the Software and Services hereunder that gave rise to liability.

11.2 In no event shall either party or its affiliates and beneficiaries be liable to the other party for any loss of revenues, profits, opportunities, direct or indirect damages, damage to goodwill, reputation, and penalties arising out of or related hereunder. The above disclaimer applies to the extent as permitted by applicable law.

Section 12. Indemnification

12.1 User will defend, indemnify, and hold harmless Company, our affiliates and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by User; and (b) a dispute between Users and any of User’s Users. User will reimburse Company for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above.

12.2 Company will defend, indemnify, and hold harmless User and User’s employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any claim concerning our material and intentional breach of this Agreement.  Company will reimburse User for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.

Section 13. Anti-sanctions undertaking

13.1 The User hereby agrees to comply with all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations, including all laws and regulations that may apply to it.

13.2 You hereby confirm and represent to the Company that you and any of your controlled entities or any party that owns or controls you or your legal entity are:

• (a) Not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including, inter alia, the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or another relevant state authority;

• (b) Not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.

Section 14. Compliance with anti-corruption laws

14.1 The User, his/her officers, directors and employees, and anyone for whose acts or defaults it may be vicariously liable or anyone acting on its behalf, shall not offer or make any payments, or offer or provide anything else of value, to any person in violation of any applicable anti-bribery law in connection with or in any way relating to or affecting these Terms of Use.

14.2 User acknowledges that international anti-corruption laws, including the FCPA and the UK Bribery Act, prohibit any direct or indirect offer, payment or receipt of money or anything of value to/from any person (including but not limited to any government official, international organization, political party, party official or candidate for political office) for the purpose of obtaining, retaining or directing business, securing any improper advantage in the conduct of business, or inducing the improper performance of any public or business-related function.

14.3 The User represents and warrants that in the performance of his/her obligations hereunder, or otherwise in connection with hereunder, he/she has not offered or made, and agrees that he/she will not offer or make, any prohibited payment.

Section 15. Notices

15.1 The Parties agree that e-mail is a permissible method of information exchange between the Parties:

• (a) The e-mail address specified by the User at registration shall be used to keep the User informed.

• (b) The User should use the following address to inform the Company legal@calypso.finance.

15.2 Communication sent by e-mail shall be deemed admissible evidence in resolution of any disputes between the Parties.

15.3 The Company may also use any other methods to inform the User, such as SMS messages, PUSH notifications, messages sent via the User’s Account.

Section 16. Disputes and disagreements

16.1 In the event of any disputes or disagreements, the Parties shall take efforts to achieve consensus and settle them through negotiation.

16.2 The User may lodge a claim in respect of the Company’s services by sending a notice via e-mail at any moment. The claim shall contain the reasons for the claim, the User’s arguments as well as documents supporting the User’s position.

16.3 The Company shall consider the User’s position and notify the User of its decision within 20 calendar days except for the cases where a different time for response to a claim is prescribed by law.

16.4 If the User violates the terms hereof, the Company may use instruments of influence provided for under this agreement and the applicable legislation.

16.5 If the parties fail to settle the dispute or disagreement through a complaint procedure, they may use other remedies to protect their lawful rights and interests.

Section 17. Force majeure

17.1 Neither party shall be liable for any delay or default in performance of obligations under the agreement caused by circumstances beyond the reasonable control of the party, as a result of which either party is unable to perform all or a substantial part of its obligations under this agreement. Such circumstances are described by the parties as: (i) natural disasters; (ii) a strike, a blockade, an embargo or any other form of civil unrest; (iii) an act of war (whether declared or undeclared), hostilities, invasions, terrorism or civil unrest; (iv) power outages; (v) other unforeseen circumstances that the affected party could not reasonably have foreseen and taken precautions in relation to such circumstances and which the affected party cannot avoid even with the best efforts.

17.2 The party invoking force majeure as a reason for non-fulfillment of its obligations under the Agreement is obliged to immediately notify the other party in writing of the nature of the circumstance and the further prospect for fulfilling the obligations.

17.3 Lack of funds or denial of credit is not a force majeure event.

Section 18. General provisions

18.1 The agreement shall take effect after the User reads the Terms of use, Privacy Policy and Cookie Policy, gives consent to comply with them electronically and registers in the Calypso Pay system.

18.2 The agreement shall be valid for an indefinite period of time.

18.3 Any references specified in the Terms of use as well as supplements governing the provision of certain services shall be an integral part of the agreement and apply to the User from the date he/she starts to use the relevant service.

18.4 Neither party may assign its rights and obligations under this agreement without the prior written consent of the other non-assigning party. Any permitted assignment shall be binding on the successors of the assignor.

18.5 The parties expressly understand and agree that each party shall be independent in the implementation of each part of this agreement, shall be solely responsible for all of its employees and agents, as well as for its labor costs and expenses arising in connection with it. Neither party nor its agents or employees are representatives of the other party for any purpose, and neither party has power or authority as an agent, employee or in any other way to represent the other party, to act on behalf of the other party, to bind by obligations or otherwise create or assume any obligations on behalf of the other party for any purpose.

18.6 If any provision hereunder is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to achieve their original purpose in full compliance with applicable laws and regulations.

18.7 Delay, non-use of their rights by any party, or the use of their rights not in full is not and shall not be deemed as a waiver of this party to exercise such rights subsequently. Any change in the scope and nature of the rights shall be made in writing and signed by authorized persons of the relevant party.

18.8 The section and subsection headings used in Terms of Use are for reference and convenience only.