Terms & Conditions

Preamble

Application and Acceptance. These Terms govern your access to and use of the Services provided by Smarty Ramp. By accessing or using the Services, registering an Account, or by clicking the respective checkbox referring to these Terms, or by otherwise explicitly agreeing with these Terms, you acknowledge that you have read, accept without modifications and agree to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and us. If you do not accept or agree to these Terms, you are not allowed to access or use the Services, and you must immediately discontinue any use thereof. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept these Terms and enter into a binding agreement with us on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf.

Additional Agreements. In certain cases, your access to and use of the certain Services may be further governed by certain Additional Agreements between you and us. Such Additional Agreements shall be in addition to these Terms and not in lieu thereof. In case of any conflict between these Terms and any Additional Agreements, (i) the Additional Agreement shall prevail with respect to its respective subject matter, and (ii) these Terms shall prevail with respect to any other subject matters.

Definitions. Definitions of capitalised terms used herein are provided in Section 23 below.

Important. Please read these Terms carefully as they affect your obligations and legal rights. Note that Sections 17 and 18 contain provisions governing the choice of law, dispute resolution terms and class action waiver. Please read and review Sections 12-15 carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify the Smarty Ramp Parties, and contain a disclaimer of warranties as well as other important disclaimers with regard to the Services.

Eligibility

Eligibility Requirements. To be eligible to access and use the Services, you must:

be able to form a legally binding agreement with us on the terms herein set forth;
neither be a Prohibited Person nor use the Services for the benefit of a Prohibited Person;
if individual, be at least 18 (eighteen) years of age, or of such higher age required to enter into a binding agreement according to the laws of the jurisdiction where you reside;
if an individual who is acting for or on behalf of an entity, (i) be duly authorised by such entity to act on its behalf for the purpose of entering into these Terms, and (ii) represent and warrant that the entity is duly registered and validly existing under the laws of the jurisdiction where it is established;
successfully pass our Compliance Checks, if requested by us; and
comply with these Terms.

Failure to Comply with the Eligibility Requirements. If you do not meet any of the aforementioned eligibility requirements, you shall not be allowed to use the Services, and you shall immediately suspend your access to and use of the Services until the respective restricting circumstances cease to exist.

Services

Services. In order to use the Services, you shall accept these Terms, including by signing the Additional Agreement. Your use of the Services shall at all times comply with the terms hereof, as well as the respective Additional Agreements, if any. The Services are described in the Materials, which do not constitute a part hereof and may be updated from time to time at our discretion with or without notice. The Services, as well as their specific features, may be updated or terminated from time to time.

Smarty Protocol. The Services may interact with the Smarty Protocol, which operates autonomously and without our effort or participation. We do not operate, manage or control the Smarty Protocol. The Smarty Protocol is composed of open-sourced and self-executable smart-contracts implemented on the public blockchain network(s), which are not under our control. Before using the respective Services, Virtual Asset Payment Services in particular, you shall carefully and thoroughly review and assess the Smarty Protocol to decide if it is suitable for your purposes.

No Custody. The Services are non-custodial, meaning we do not hold your Funds in our custody. We do not store, control, or manage your Funds; you retain sole control over them. We do not at any time enter into the possession of your Virtual Assets stored in the Smarty Protocol or Wallet, or transacted through the Services.

Transactions. Transactions cannot be cancelled once initiated. Users are solely responsible for thoroughly reviewing and verifying the accuracy and completeness of all information pertaining to the recipient and other details of a transaction before initiating it. Users shall be ultimately responsible for selecting the correct Virtual Assets, Fiat Currency, Wallet, Fiat Account, network, etc. Sending Funds to the wrong address or account may result in a complete loss of those Funds. We are not responsible for the Transactions. Transactions will be processed within a reasonable time, however we do not provide any warranties in this regard. Transactions may be delayed for various reasons, including due to, inter alia, failures or increased load of servers or underlying blockchain network.

Limits and Restrictions. We reserve the right to establish and update certain limitations and restrictions applicable to the Services, such as the minimum or maximum withdrawal or exchange amount. These limitations and restrictions shall be mandatory, and you must comply with them.

Virtual Assets. The Services are available only for the Virtual Assets that we support, and the list of these assets may change over time. A list of the currently supported Virtual Assets can be found in the Materials. You must not use the Services to exchange, store, send, request, or receive Virtual Assets that we do not support. We will make reasonable efforts to assist you in transferring or exchanging digital currency that is no longer supported. However, we assume no responsibility or liability for any use of the Services for Virtual Assets that are not supported.

Financial Product. The Services are not classified as a regulated financial product or service under applicable laws, and therefore are not subject to the protection or rules of the relevant financial regulators. Funds used within the Services are not covered by any deposit protection scheme and do not accrue interest.

Support. We will provide reasonable support for the Services as needed. However, this support is offered without a specified Service Level Agreement (SLA). This warranty for support is provided in lieu of any other warranties, express or implied, with respect to support for the Services. No additional or different warranties related to support are granted or should be inferred.

Refunds. We do not provide refunds for Transactions that have been processed correctly. However, if a Transaction was not processed by us or was processed incorrectly, you may request a refund of the Fees or part of the Funds used in the Transaction, provided that the Transaction failure was due to our error or omission. Refund requests must be submitted promptly and no later than fourteen (14) days after the date of the respective Transaction.

Virtual Asset Payment Services

Merchants. The Virtual Asset Payment Services are offered and provided exclusively to Merchants. Merchants must be registered and legitimate businesses compliant with these Terms. We reserve the right to introduce and update any requirements for Merchants authorised to use the Virtual Asset Payment Services.

Payment Service Providers. A Payment Service Provider willing to integrate the Virtual Asset Payment Services shall act as an agent on behalf of its Merchants and shall enter into these Terms and any Additional Agreements on behalf of each such Merchant or shall ensure that all its Merchants enter into and accept these Terms. The Payment Service Provider shall serve as a point of contact between us and the respective Merchants and contribute to the Merchants’ compliance with these Terms. Upon our request, the Payment Service Provider shall provide all reasonable assistance and information necessary for the proper provision of the Virtual Asset Payment Services and compliance with these Terms.

Non-Party Status. We are not a party to the transactions or relationships between any Merchant and the Merchant’s Customer. The relevant legal relations and obligations arising from these transactions exist solely between the Merchant and the respective Merchant’s Customer. We do not act as a party to, nor do we participate in, any such transactions or relationships. We shall not be responsible for, nor held liable in connection with, any dispute, claim, suit, action, or proceeding stemming from these relationships and associated transactions. Such issues are deemed to occur exclusively between the Merchant and the respective Merchant’s Customer and must be resolved solely by them. We do not process any refunds or refund requests, processing refunds shall be Merchant’s sole responsibility. Any disputes between the Merchant and the respective Merchant’s Customer must be resolved without our involvement.

Virtual Assets. While Merchant’s Customers may conduct transactions in various Virtual Assets, if instructed by you via the Account, if applicable, or if decided by us at our sole discretion these Virtual Assets will be converted to a single Virtual Asset. You hereby authorise us to convert the Virtual Assets received from the Merchant’s Customers to the Virtual Asset of our choosing or the Virtual Asset instructed by you via the Account, if applicable. The terms applicable to the Virtual Asset Exchange Services shall apply with respect to such conversions.

Virtual Asset Exchange Services

Exchange. Subject to these Terms, we may provide the Virtual Asset Exchange Services. In order to provide the Virtual Asset Exchange Services, you hereby authorise us to exchange (convert) the respective Virtual Asset for another, or buy and sell Virtual Assets for Fiat Currency, as applicable, pursuant to your instructions and data provided to us.

Exchange Rate. The exchange rate is determined by us at our sole discretion and may differ from rates available on third-party platforms. We will make commercially reasonable efforts to display the applicable estimated exchange rate at the time of the Transaction. However, the final exchange rate may vary and will be demonstrated to you within the Services.

Fiat Account. If you buy and sell Virtual Assets for Fiat Currency, you shall use only the Fiat Account belonging to you. If we identify that the Fiat Account for purchasing or selling Virtual Assets belongs to a third party, we will not process the respective transaction.

Wallets and Accounts

Wallets. When using the Services, you may connect and use your compatible Wallet. Your Wallet will be used to control and manage the Virtual Assets used within the Services. Therefore, loss of your Wallet may lead to loss of the Virtual Assets used within the Services. You shall be solely responsible for choosing the appropriate Wallet. The Wallets constitute the Third-Party Services and we are not responsible for, do not endorse, shall not be held liable or responsible in connection therewith. We do not make any warranties, whether express or implied, as to the Wallets used by you in connection with the Services or otherwise. When using Wallets, you should review applicable terms and policies that govern your use thereof.

Account. In order to use the Services, you may have an Account that allows you to manage your Funds and monitor the Transactions. Except you notify us of your loss of access in advance, we will treat all actions performed through your Account as performed and explicitly authorised by you.

Security. We never receive access to or control over your Wallets or Virtual Assets held in such Wallets. You are solely responsible for securing your Virtual Assets, Wallets, Accounts, Fiat Accounts, and Credentials. You should not disclose your Credentials to any third person and allow any third person to access your Wallets, Accounts, or Fiat Accounts. You will be solely responsible for any use of your Wallets, Accounts, Fiat Accounts, and Credentials thereto, as well as their confidentiality. We shall not be liable for any losses or damages, including consequential, incidental, or indirect damages, arising from unauthorised use of your Wallets, Accounts, or Fiat Accounts, if you failed to ensure confidentiality of your Credentials.

Associated Costs

Exchange Fees. We charge Fees for our Virtual Asset Exchange Services. These Fees vary depending on the transaction, considering various factors such as the volume and types of Funds involved. We will make commercially reasonable efforts to display the applicable Fees for the Virtual Asset Exchange Services within the Services, such as interface, Account, or otherwise. Fees will be automatically deducted from each successful Transaction. By using the Virtual Asset Exchange Services, you authorise us to automatically deduct the corresponding Fees from the Transaction amount.

Third-Party Costs. While using the Services and conducting transactions, such as transfer or exchange, certain Third-Party Costs may arise. You shall solely bear all such Third-party Costs, and we are not responsible for nor be in any way liable in connection with any such Third-party Costs. Where possible and known to us, we will make commercially reasonable efforts to demonstrate the applicable Third-Party Costs.

Protocol Commission. In connection with your use of the Services, the Smarty Protocol will automatically charge a certain commission for each transaction, such as receipt of Virtual Assets from a Merchant's Customer. The commission of the Smarty Protocol is not charged by us and is not subject to refunds. The commission of the Smarty Protocol shall be paid by you and you hereby acknowledge and agree to such commission.

Taxes. You are solely responsible for determining what, if any, Taxes apply to your activities and any transactions carried out on or in relation to the Services. It is also your responsibility to withhold, collect, report, and remit all applicable Taxes to the appropriate tax authorities, and we are not responsible for withholding, collecting, reporting, or remitting any such Taxes. We shall not bear any liability or responsibility with respect to any tax consequences to you associated with or arising from any transactions carried out on or in relation to the Services.

Compliance Checks

Compliance Checks. If requested by us, in order to use the Services, you shall undergo and pass the Compliance Checks, which may be initial, periodic, regular and case-by-case, and such Compliance Checks have to be completed by you within the term reasonably determined by us. The Compliance Checks may be established or changed by us from time to time at our sole and absolute discretion, including where required under the applicable laws and regulations, or our internal policies and procedures. It is acknowledged and agreed that Services or their functionality shall be unavailable to you until your successful completion of the Compliance Checks and performance of the applicable requirements. We shall not be held liable or responsible for or in connection with your inability to access or use the Services due to your failure to complete the Compliance Checks or comply with such requirements and procedures.

Payment Service Providers. Payment Service Providers shall ensure that each Merchant successfully completes the Compliance Checks by providing all necessary information and documentation. Successful completion of the Compliance Check by each Merchant is the prerequisite for using the Services.

Third-Party Service Provider. We may engage and assign a Third-Party Service provider to facilitate or perform the Compliance Checks, in which case such Third-Party Service provider shall process the information and materials provided by you to perform and complete the Compliance Checks on our behalf. Legal and privacy documentation of the Third-Party Service provider will be provided to you at the point of the Compliance Check; your compliance with such documentation shall be mandatory.

Data. When undergoing the Compliance Checks, you shall provide only true, complete, accurate, correct, up-to-date, and not misleading information and documentation. You hereby agree to promptly provide all requested information, documents, and records, and authorise us to conduct verification and check of such data, including, inter alia, through Third-Party Services. If certain information becomes incorrect, you shall promptly update the respective information. We may further monitor transactions conducted by you via the Services as required under the applicable law or our internal policies and procedures, and report suspicious activities to the government or other authorities.

Review and Decision. Any determination of whether you have passed and completed the Compliance Checks shall be at our sole and absolute discretion, and final.

Your Warranties and Representations

By entering into these Terms, you expressly represent and warrant to us that:

you have read and understand these Terms, including all documents and items incorporated herein by reference;
you have the necessary authority to accept these Terms, enter into a binding agreement with us, and perform the obligations set out herein;
the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under: (i) any provision of any judgement, decree or order imposed on you by any court or governmental or regulatory authority; and/or (ii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
if you are acting for or on behalf of an entity, (i) such entity is duly incorporated, registered, validly existing and in good standing under the applicable laws of the jurisdiction in which the entity is established, and in each jurisdiction where it conducts business, and (ii) such entity shall be responsible for a breach of these Terms by you or any other employee or agent of such entity, unless you or any other employee or agent of such entity are responsible under the applicable law, and (iii) the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under any provision of your statutory or organisational documents;
you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with Virtual Assets, Virtual Asset storage facilities, including Wallets, and distributed ledger technology (blockchain) in general;
any Wallet used by you in connection with the Services is either owned by you, or that you are validly authorised to carry out actions using such Wallet;
any funds or Virtual Assets used by you in connection with the Services are from legitimate sources and were lawfully acquired;
you are not a Prohibited Person nor use the Services for the benefit of a Prohibited Person;
you acknowledge and agree that we do not act as your agent or fiduciary, and that we do not control or custody your Virtual Assets or other funds in any manner;
accessing and/or using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your access to and use of the Services shall be in full compliance with all applicable laws;
you will comply with and bear sole responsibility for any tax obligations applicable to you and arising in connection with your use of the Services, as well as any transactions made in connection therewith;
you acknowledge that the use of the Services may not be profitable, fit for a particular purpose, or be suitable for you;
you will carefully evaluate, check, and verify any Third-Party Content before you use it or rely upon it in any manner;
your use of the Materials is at your own risk, and you shall not make any decisions based solely on the Materials, and shall conduct your own substantial research and analysis before making any decision; and
all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept these Terms, and for the whole period of your use of the Services.

Prohibited Use

You agree that you shall not conduct, participate in, or encourage to conduct any of the following activities when accessing or using the Services, or in connection with such access or use:

disrupting, interfering with, or inhibiting other users from using the Services, Third-Party Services, or carrying out activities that could disable, impair, or harm the functioning of the Services, Third-Party Services, servers, or underlying software;
using the Services for Prohibited Businesses or for the benefit of a person conducting Prohibited Businesses;
without prejudice to the terms of the FOSS Licences, circumventing or attempting to circumvent any access or functionality restrictions or limitations with respect to the Services using malware, harmful code or software, undertaking hacker attacks or similar activities;
taking advantage of any technical glitch, malfunction, failure, delay, default, or security breach on or of the Services;
uploading or transmitting any viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, Third-Party Services, servers, or underlying software;
use the Services or related information for any purpose that is harmful or detrimental to us, Affiliates, the Services, Third-Party Services, or other users of the Services or Third-Party Services;
violating any rights of any third person, including trademark or intellectual property rights;
subject and without prejudice to the terms of the applicable FOSS Licences, copying, reproducing, or cloning any Services as a whole, or duplicating its essential elements without our prior written consent;
carrying out fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain any funds or property of any person; or
carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.

Prohibited Businesses include the following activities:

producing, manufacturing, selling, distributing, or facilitating the use of drugs, controlled substances, drug precursors, or any items that resemble or are designed to be used as drugs or controlled substances;
producing, manufacturing, selling, distributing, or facilitating the use of weapons, explosives, toxins or radioactive materials;
engaging in human trafficking, including the sale of human organs or any other parts and substances of organism, or the exploitation of human beings;
creating, distributing, or facilitating access to sexually explicit content and services;
infringing, or violating copyright or related rights, rights in trademarks, trade secrets, or patents, and all other intellectual property rights, including selling counterfeit goods;
fraudulent activities of any type;
activities requiring a licence or authorisation, without having such licence or authorisation; and
any other activities prohibited or deemed illegal in the jurisdictions where the Merchant is operating, and in the Republic of Lithuania.

Suspension and Termination

Suspension or Termination. We have the right to suspend or terminate your access to, or use of, the Services, in whole or in part, at any time at our discretion, with or without notice, and without any liability whatsoever. Before suspending or terminating the Services, we reserve the right to issue a warning to you. The Services may be suspended or terminated for any reason, including if:

you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
you have, or we suspect that you have, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
you failed to pass or you will likely fail to pass the Compliance Checks;
you or your Virtual Assets are subject to a governmental proceeding, criminal investigation, or other pending litigation;
we detect unauthorised access to your Account or any suspicious activity related to you or your Account; or
we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.

Effect of Termination. In the event of termination of these Terms, you shall promptly stop using the Services and withdraw all Funds associated with your use of the Services. Where permitted under applicable law, we may provide reasonable assistance to help you withdraw the Funds and terminate your use of the Services.

Disclaimer of Warranties

You are solely responsible for determining whether to use the Services, as well as for the use thereof and any losses, damages and other consequences incurred by you or any other person and arising from such use. Smarty Ramp makes no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose or any warranties implied by any course of performance or usage of trade, with respect to the Services, except for the implied warranty to render the Services with reasonable care and skill, which shall be in lieu of any other representations and warranties hereunder, all of which are expressly disclaimed and denied. The Services are provided on an “as is” and “as available” basis. In particular, we do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty or representation that:

the Services will work as expected or represented;
any Materials with respect to the Services will be timely, accurate, reliable, true or correct;
the Services will be secure, uninterrupted, or available at any particular time or place, or will continue working, operating or functioning for any period of time;
the Services will meet your expectations and fit for a particular purpose, or that use of any Services will be profitable, beneficial or suitable for you;
any defects, flaws, bugs or errors in the Services will be corrected or fixed;
any particular Virtual Assets or blockchain networks will be supported within the Services, or will be available at any particular time or place, or available at all;
the Services will be supported, further developed, operated, and not abandoned; or
the Services or related software will be free of viruses, bugs, trojan horses, defects, flaws, malfunctions, or other harmful components, or properly protected from hacker, malware or other attacks, or third-party hostile interferences.

Important Disclaimers

Materials. No part of the Materials is intended to be, or should be considered or construed as, business, legal, financial, investment, trading, or any other sort of advice, or advice of a broker regarding any matters to which all or any part of such Materials relates. Before making the decision to use the Services, and carry out any transactions, you should consult your own legal, financial, tax, or other professional advisors regarding any such information, including whether purchasing, selling, holding, or carrying out any other transactions with respect to any Virtual Assets or other funds is suitable for you. In each case, you shall solely make an informed decision whether to rely on any Materials, and sell, buy, hold or otherwise transact with the Virtual Assets relying thereon. We shall not be responsible for the accuracy, completeness or timeliness of the Materials, therefore any use of or reliance thereon will always be at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising therefrom.

No Custody. We do not provide any custodial or similar services, custodial solutions or software. We also do not act as your agent or representative, and do not control, manage, or custody any of your Virtual Assets or Wallets. We explicitly disclaim any ownership or control over any of your Virtual Assets or Wallets, as we are unable to access, withdraw, or manage them in any way.

No Solicitation. These Terms, Services and any Materials do not constitute and are not intended to constitute an offer of securities, financial instruments, Virtual Assets, or a solicitation for investment in or purchase of securities, financial instruments, or Virtual Assets in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type. Nothing contained herein or in the Materials shall be construed as recommendation, endorsement or solicitation to use any Services, or carry out any transaction, involving the Virtual Assets. Any access to or use of the Services shall always be at your own risk and discretion.

No Fiduciary Relationship. The Services and these Terms are not intended to create or impose any fiduciary duty on us with respect to you. Notwithstanding anything to the contrary contained in these Terms, to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you, provided, however, that we shall have the duty to act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing to the extent required by the law.

No Broker or Fund Manager Relationship. Smarty Ramp is not your broker, fund manager, or any intermediary to any broker or fund manager. Nothing contained in these Terms shall be considered as a broker, financial advisory and/or fund management services, or any intermediation services thereto.

Exchange Rates. The Services enable the exchange of one Virtual Assets for another. However, due to the volatile nature of Virtual Assets, we cannot guarantee that the price of each Virtual Asset will not decrease significantly at any moment; therefore, we cannot control exchange rates. We provide no warranty, whether express or implied, that exchange rates will align with market conditions, be favourable, profitable, or not result in losses for you.

Third-Party Content and Services. When using the Services, you may view or interact with the Third-Party Content and Third-Party Services. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Content or Third-Party Services, do not endorse, recommend or solicit to use, and are not responsible for any such Third-Party Content or Third-Party Services, as well as any information, materials, content, services or tools on or available through such Third-Party Content or Third-Party Services. You hereby affirm and acknowledge that your use of Third-Party Content or Third-Party Services, and your interactions with third parties that are linked to or from the Services, are at your own risk. To the maximum extent permitted by the applicable law, in no event shall we be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Content or Third-Party Services. Any use of the Third-Party Content or Third-Party Services will be governed by the respective documentation and agreements, and we encourage you to read the respective documentation and agreements before using any Third-Party Content or Third-Party Services.

Virtual Assets. We do not provide or make any representations or warranties of any kind with respect to the Virtual Assets, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed and denied. You hereby acknowledge and agree that the Virtual Assets may not: (i) meet your expectations or work as intended, (ii) have the intended functionality, (iii) have a market, or (iv) have any specific price or hold any particular value, or have any value at all. Any receipt, storage, use, and disposition of the Virtual Assets shall always be at your own risk.

Limitation of Liability

Limitation of Liability. To the maximum extent permitted under the applicable law, in no event shall:

The Smarty Ramp Parties be liable or responsible for any indirect, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with (i) these Terms or their violation, (ii) the use or inability to use the Services, and/or (iii) the failure of the Services to perform as represented or expected, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory, regardless of whether any Smarty Ramp Party has been advised of the possibility of such damages;
Smarty Ramp’s or Affiliates’ respective officers, directors, employees, consultants and shareholders be held personally liable in connection with (i) these Terms or their violation, (ii) the use or inability to use the Services, and/or (iii) the failure of the Services to perform as represented or expected, provided that this item “b” shall not limit our liability as an entity;
the Smarty Ramp Parties be responsible for or held liable in connection with any inaccuracy, error, delay in, or omission of any Materials, or your reliance on or use of the information provided in the Materials; and
the aggregate liability of the Smarty Ramp Parties to you for all damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, the Services, and use or inability to use thereof, exceed, whichever is greater, (i) the aggregate amount of Fees actually received by Smarty Ramp from you over the last three (3) months preceding the date of the event which lead to such liability, or (ii) EUR 100 (one hundred Euros).

Exclusion of Liability. In no event shall the Smarty Ramp Parties be responsible for or held liable in connection with any products, services, software or technical infrastructure which they do not control, manage, or operate, or occurrence of any events or other circumstances that are beyond their control, as well as consequences thereof. Accordingly, to the maximum extent permitted under the applicable law, in no event shall the Smarty Ramp Parties be responsible for or held liable in connection with:

any damages or losses of any kind, whether direct or indirect, punitive, exemplary, incidental, or consequential, nor shall the Smarty Ramp Parties be responsible for or held liable in connection with the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with (i) the underlying blockchain network(s) of the Services and your use or inability to use thereof, any delays in processing of transactions, (ii) the Virtual Assets, including your acquisition, storage, transfer, use of, or inability to transfer or use thereof, and/or (iii) any failure of the underlying blockchain network(s) of the Services or Virtual Assets to perform as represented or expected, in each case whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory, and regardless of whether any Smarty Ramp Party has been advised of the possibility of such damages or losses;
any damages or losses arising out of or in connection with (i) Merchant’s use of the Services, (ii) relations between Merchants and Merchant’s Customers, or (iii) relations between Merchants and Payment Service Providers;
any damages or losses arising out of or in connection with a hacker attack, phishing attack, malware attack, viruses, or trojan horses, whether affecting or transmitted via the Services or otherwise, or any other unauthorised third-party intervention in the operation thereof;
the Third-Party Services, explicitly including Smarty Protocol, or Third-Party Content, in each case including for any direct, indirect, punitive, exemplary, incidental, or consequential damages of any kind, loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption; and
any loss or damage caused by or arising from the Force Majeure Circumstances.

Waiver. You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover the damages listed above in this Section 14 from the persons specified above.

Exceptions. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted by the applicable law. Notwithstanding anything to the contrary contained therein, these Terms do not limit our liability for fraud, intentional misconduct, gross negligence, death or personal injury arising from negligence.

Indemnification

To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless the Smarty Ramp Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) that arise from or relate to:

your violation of these Terms, including making untrue or false representations or warranties;
your access to or use of the Services;
any Merchant’s Customers’ claims to us;
your tax-related obligations; and
exercising, enforcing, or preserving our rights, powers or remedies (or considering doing so) with respect to you in connection with these Terms.

We reserve the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this Section 15. The indemnity set out in this Section 15 is in addition to, and not in lieu of, any other remedies that may be available to us under the applicable law.

Updates, Availability, and Access

Updates and Modifications. From time to time, with or without prior notice, we may, but are not obliged to, make certain updates, improvements, or modifications to the Services, including, but not limited to, updates to the underlying software, infrastructure, security protocols, technical configurations, functionality, financial structure, or service features. We shall not be in any case held liable with respect to any such update.

Availability. The Services may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, Force Majeure Circumstances, disruptions, sophisticated hacker or malware attacks, and temporary or permanent unavailability of the underlying software or blockchain infrastructure, or unavailability of the respective Third-Party Services. In the aforementioned cases, the access or use of the Services may be prevented or limited without notice. We do not warrant or guarantee that the Services will operate or be available at all times without disruption or interruption, or that the Services will be immune from unauthorised access, bug-, virus-, or error-free. Notwithstanding anything to the contrary contained herein, we may, at any time and at our sole and absolute discretion, without prior notice and liability, terminate or discontinue the Services or any of their components or features.

Access to the Services. If technically possible, we may limit, suspend or restrict access to the Services or any of their components with immediate effect and without notification and liability, regardless of reason, including if we, acting at our sole discretion, determine that (i) you have violated or may likely violate these Terms, applicable laws or regulations; or (ii) you or your actions create or may create legal exposure for us, Users, or the Services; or (iii) you are or likely to be a Prohibited Person or act on behalf of a Prohibited Person. You hereby agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify users from the Prohibited Jurisdictions or certain restricted jurisdictions, or those who have violated these Terms or the laws, and restrict their access to and use of the Services.

Applicable Law

If you are a resident of the Republic of Lithuania, these Terms shall be governed by and construed and enforced in accordance with the laws of the Republic of Lithuania. Otherwise, these Terms shall be governed by and construed and enforced in accordance with the laws of England and Wales. The foregoing shall be without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Disputes Resolution

Negotiation. Without prejudice to the mandatory provisions of the applicable law, for a Dispute that you have against us or relating in any way to these Terms or the Services, you shall first contact us and attempt to resolve the Dispute informally by sending a Notice to us via email at business@smartyramp.com. The Notice must include your name, name of the entity you represent, business address, email address and telephone number, describe the nature and basis of the Dispute and set forth the specific relief sought.

Mediation. If we and you cannot reach an agreement to resolve the Dispute pursuant to the foregoing paragraph within thirty (30) days after such Notice is received and unless you are a resident of the Republic of Lithuania, then either you or we shall, without prejudice the mandatory provisions of the applicable law, seek settlement of the Dispute, controversy or claim between us arising out of or relating to these Terms or its subject matter, including any question regarding its existence, validity or termination, by mediation in accordance with the LCIA Mediation Rules which are deemed to be incorporated by reference herein.

Binding Arbitration. If the Dispute is not settled by mediation within 90 days of the commencement of the mediation, or such further period as we shall agree in writing, and unless you are a resident of the Republic of Lithuania, then such Dispute shall be referred to and finally resolved by arbitration under LCIA Rules which are deemed to be incorporated by reference herein. You and Smarty Ramp hereby agreed that the arbitration hearing shall be conducted virtually by conference call, videoconference, or using other communications technology. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the LCIA. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by another party on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). The arbitration shall be conducted in English and there shall be one (1) arbitrator. The seat of arbitration shall be London. By agreeing to be bound by this Agreement, you either: (i) acknowledge and agree that you have read and understood the LCIA Rules, or (ii) waive the opportunity to read the LCIA Rules and any claim that the LCIA Rules are unfair or should not apply for any reason whatsoever.

Lithuanian Courts. If you are a resident of the Republic of Lithuania, and we and you cannot reach an agreement to resolve the Dispute pursuant to the first paragraph of this Section within thirty (30) days after such Notice is received, such Dispute shall be finally resolved by the competent courts of the Republic of Lithuania.

Confidentiality. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, Smarty Ramp, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.

No Class Arbitrations. Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration or court proceedings and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration or court where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

Statutes of Limitation. To the maximum extent permitted under the law, you and we hereby agree that any claim arising out of or related to these Terms, the Services shall be filed within one (1) year after the ground for such claim arose. If the claim is not filed within this term, such claim shall be permanently barred, which means that neither you, nor we will have the right to assert such claim.

Communication

You agree and consent to receive electronically all Communications that we provide in connection with these Terms and the Services. You agree that we may provide Communications to you via email that you have, directly or via agent, given us, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms. Communications provided as outlined in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are duly transmitted. You may electronically communicate with us by sending Communications to the following email address business@smartyramp.com. We may require you to provide additional data or documents that will allow us to identify you.

Modification

We may modify, supplement or update these Terms from time to time at our sole and absolute discretion. If we make changes to these Terms, we will notify you of such changes by updating these Terms and the “Last Updated” date at the top of this document. We may further provide you with an additional notification of the amendment via email. Unless otherwise notified by us, updated Terms shall be effective immediately, and your continued use of the Services will confirm the acceptance of such updated Terms. If you do not agree to any amended Terms, you must immediately discontinue any access to or use of the Services.

Licence and Proprietary Rights

Ownership. You do not receive any rights, title, or interest in or to the Intellectual Property other than as may be expressly granted by us in writing. We and the respective rights holders reserve the right to prohibit any use of the applicable Intellectual Property at any time. You may not obscure, remove or alter any marks or notices used within or in connection with the Services. Any rights not expressly granted to you under the Licence or applicable FOSS Licences are reserved by us, respective Affiliates, or relevant rights holders.

Licence. Subject to your compliance with these Terms, we hereby grant you the Licence. The Licence will remain effective until terminated, which shall occur upon the earlier of: these Terms terminate or expire, or we choose to terminate the Licence at our sole and absolute discretion, with or without reason.

FOSS Licence. To the extent that certain items or components of the Services are being distributed under a FOSS Licence, such items and components will not be covered by the Licence granted hereunder and will be provided to you under the terms and conditions of the applicable FOSS Licence.

Compliance. Your access and use of the Services shall not violate the terms of the Licence and FOSS Licences, if and as applicable.

Feedback. By providing Feedback in relation to the Services, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, commercialise, create derivative works from your Feedback and the right to assign these rights to third parties in whole or in part. We may use, reproduce, disclose, make publicly available and otherwise exploit any of your Feedback at our sole discretion, without restrictions or any obligations to you. This paragraph shall survive expiration or termination hereof.

Right to Use Your Trademark. If you use the Services, we may mention you as our client, and you hereby grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute your trademark, trade name and logotype for the purposes of marketing of our Services. This paragraph shall survive expiration or termination hereof.

Miscellaneous

Consumer Protection. If you are a consumer, you may be entitled to certain mandatory provisions under the consumer protection laws of your country of residence. Nothing in these Terms affects your right to rely on those mandatory provisions of local consumer protection laws.

Entire Agreement. These Terms, together with any Additional Agreements and any documents incorporated herein by reference, contain the entire agreement between you and us, and supersede all prior and contemporaneous understandings, writings, letters, statements or promises between you and us regarding the subject matters hereof. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries hereto.

Personal Data. We collect and process your personal data in accordance with our Privacy Notice. If you are not a data subject and you provide personal data to us on behalf of a data subject, the information contained in the Privacy Notice must be provided to such data subject before or at the moment when the personal data is provided to us. By providing personal data of data subjects, you acknowledge this Privacy Notice for yourself and for such data subjects. Otherwise, you shall not provide personal data of other data subjects to us.

Third-Party Rights. It is intended that each Smarty Ramp Party may enforce the benefits conferred on it under these Terms in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999. Save in relation to the Smarty Ramp Parties, these Terms do not give any third party the right to enforce any terms hereunder, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Your or our rights to rescind or vary these Terms are not subject to the consent of any other person.

No Waiver. No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Survival. Provisions drafted to survive expiration or termination hereof and Sections 7-9, 11-20, 22-23 shall survive any expiration or termination of these Terms or of your access to or use of the Services, regardless of reason.

Languages. Currently, only Lithuanian and English versions of the Communications, Materials, and interface of the Services are considered official. The English version shall prevail in case of differences in translation of any Materials, Communications, or other content.

Assignability. You shall not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms, including any rights and obligations hereunder at any time and no such transfer or assignment shall require your additional consent or approval.

Validity and Enforceability. The invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

Definitions and Interpretation

Definitions. In these Terms, unless the context requires otherwise, the capitalised terms shall have the following meaning:

“Account” means an account registered with the Smarty Ramp Infrastructure.

“Additional Agreement” means any documents, agreements, or other terms, governing your use of certain Services, that may be introduced to you by us or on our behalf from time to time.

“Affiliate” means a person controlling, controlled by, or under the same control as Smarty Ramp.

“Communications” means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.

“Compliance Checks” means know your customer (KYC), know your business (KYB), or know your transaction (KYT) checks or verification processes, that may be implemented by us at our sole and absolute discretion, for the purpose of ensuring compliance with applicable laws and regulations, as well as our policies.

“Credentials” means the data that can be used to access, and manage your Wallet, Account, or Fiat Account, including username, passwords, seed phrases, private cryptographic keys, signing keys or any other type of keys, PINs, etc.

“Dispute” means any dispute, claim, suit, action, causes of action, demand, or proceeding.

“Feedback” means any comments, suggestions, recommendations, or other feedback, provided by you in connection with or relating to the Services.

“Fees” means certain fees charged by us in connection with the Services.

“Fiat Currency” means money that is established and issued by a government as legal tender, recognized by law as a medium of exchange and form of payment for goods and services.

“Fiat Account” means an account for Fiat Currency opened with a bank or other financial institution.

“FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code.

“Force Majeure Circumstances” means any circumstances that are out of our control, which include, without limitation, (i) fire, flood, hostility, pandemic, the act of God, explosion, strike, (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions and operations, (iii) epidemic, pandemic, insurrection, riot, labour dispute, accident, (iv) sanctions, government actions, embargoes, (v) injunctions, cease and desist orders, restraining or similar orders, other actions of a court, governmental or other authorities, (vi) weaknesses, vulnerabilities and bugs in the software, blockchain networks, smart-contracts, other technologies used in connection with the Services, 51% attacks or similar attacks on Virtual Assets’ underlying blockchain networks; (vii) loss or theft of Virtual Assets or other funds, including as a result of a hacker, malware, or other attack or third-party hostile interference; (viii) actions, failures to act or inactions of Third-Party Service providers or other third parties; (ix) system interference and/or destruction by any malicious programs; (x) power failure, equipment or software malfunction or error; and (xi) other circumstances beyond our control interfering the performance hereof.

“Funds” means the Virtual Assets and/or Fiat Currency, as applicable.

“Intellectual Property” means any names of services and products, logos, trademarks and other marks, copyrighted content, trade secrets, patents, designs, drawings, pictures etc., which may be demonstrated within the Services, contained in the Materials, or otherwise provided by us or on our behalf.

“LCIA” means the London Court of International Arbitration.

“Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Services for their intended purposes on the terms set forth herein.

“Materials” means any information, statements, announcements, data, documentation, content, presentation, and other materials with respect to the Services provided by us or on our behalf, whether through the Website or otherwise.

“Merchant” means a person or entity selling goods or services and using the Virtual Asset Payment Services.

“Merchant’s Customer” means a client or customer of a Merchant, specifically an individual who has made payments to the Merchant using Virtual Asset Payment Services.

“Notice” means a written notice of your claim to any of the Smarty Ramp Parties.

“Payment Service Provider” means an entity providing certain payment processing services to multiple Merchants.

“Prohibited Business” means the business or activity that is not authorised by us to be used in relation with the Services, including activities listed in Section 10.

“Prohibited Jurisdiction” means any of the following jurisdictions and territories: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Republic of Cuba, Syrian Arab Republic, Myanmar, Sevastopol and the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, and any jurisdiction or territory, in which the use of the Services is prohibited by applicable laws or regulations, or which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority.

“Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority.

“Smarty Protocol” shall mean the Smarty blockchain protocol, which is essentially a set of smart contracts enabling the processing of transactions in Virtual Assets, as may be further described in the Materials.

“Services” means the Virtual Asset Payment Services, Virtual Asset Exchange Services, Website, as well as related services provided by us, including the Smarty Ramp Infrastructure, support, integration, assistance, consulting, hosting, maintenance (includes bug fixing, troubleshooting updating software, security protocols, or technical configurations), custom development, etc. The term explicitly excludes Third-Party Services, including the Smarty Protocol.

“Smarty Ramp”, “we”, “us”, “our” means Smarty Ramp UAB, a company established under the laws of Lithuania, having company number 306699186 and registered address at Lithuania, Vilnius, Mÿsiniÿ st. 5, LT-01133.

“Smarty Ramp Infrastructure” means certain software, technical infrastructure, smart-contracts, modules, Application Programming Interface (API), servers, and other tools provided by Smarty Ramp in relation to the Services.

“Smarty Ramp Parties” means Smarty Ramp, Affiliates, and the respective shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees of Smarty Ramp or any Affiliate.

“Taxes” means any income, earnings, capital gains, sales, use, value-added, or similar tax, arising from your transactions carried out on or in relation to the Services.

“Terms” means these Smarty Ramp Terms & Conditions.

“Third-Party Content” means any content, information, materials and items provided by any third person, other than Smarty Ramp, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from Third-Party Services or other third-party sources.

“Third-Party Costs” mean any costs, fees or expenses that are charged by third parties or third-party technologies, including, for example, blockchain gas costs, commissions and fees related to or charged by Third-Party Services.

“Third-Party Services” means any third-party websites, applications, software, services, protocols, platforms, and solutions that are not provided by us, such as, for example, Smarty Protocol, Virtual Assets, Wallets, software or hardware wallets, blockchain network.

“Transactions” means transactions conducted via the Services, such as transfer, exchange, withdrawal.

“Virtual Assets” means digital cryptographic tokens of any kind, including cryptocurrencies, implemented on blockchain, such as, for example, Ether (ETH), USD Tether (USDT), etc.

“Virtual Asset Exchange Services” means our services of exchanging one Virtual Asset for another, or buying and selling Virtual Assets for Fiat Currency.

“Virtual Asset Payment Services” means our services of providing technological solutions to accept and process payments in Virtual Assets.

“Wallet” means a pair of public and private cryptographic keys that can be used to track ownership of, receive or spend Virtual Assets on a blockchain network.

“Website” means the Smarty Ramp website available at https://www.smartyramp.com, including any of its subdomains.

“Users” means any person accessing and using the Services.

“you”, “your” means the person who accepts these Terms; if you are acting on behalf of an entity, “you” and “your” shall refer to both you as an individual using the Services, and the entity on whose behalf you are acting; in case of an entity, “you” and “your” shall include such entity’s agents (directors, officers, employees, agents, advisors, contractors, etc).

Interpretation. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.