TERMS AND CONDITIONS
TRANSCRYPT OÜ, REG. Nr.14453691, Harju maakond, Tallinn, Haabersti linnaosa, Meistri tn 16, 13517, under the brand Transcrypt (hereinafter Transcrypt or we, us and our), provides you with a possibility to Exchange one type of crypto/fiat asset to another one.
- For the purposes hereof "Exchange" shall mean the process of exchange of the crypto/fiat asset of one type to the crypto/fiat asset of another type at these Terms and Conditions (hereinafter the Terms) set forth by exchanging parties, which is executed via the third-party service in respective blockchain network. When you exchange crypto/fiat assets you acknowledge and agree that the Exchange will be processed through the third-party exchange service with additional fees applicable to such Exchange. You acknowledge and agree that the exchange rates information made available via an internet website www.transcrypt.eu and being in operation of Transcrypt (hereinafter the Website) are an estimation only and may differ from prevailing rates available via other sources outside of the Website.
- "Crypto/fiat Assets" herein shall be deemed as type of assets which can only and exclusively be transmitted by means of block-chain technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc, to the full and absolute exempt of the securities of any kind.
To be able to use all possibilities and functionality of our service of creation, management and access to Transcrypt Account, access to the Website, service of Exchange and service of customer support (hereinafter the Services) you shall go through the registration process and create a Transcrypt Account. "Transcrypt Account" is a user account accessible after the registration process and via the Services where the user may request to make a crypto/fiat assets exchange. When you create a Transcrypt Account you oblige to:
- change the password, which is generated by Website automatically, for a strong password that you do not use for any other websites, online or off-line services;
- provide accurate e-mail, which belongs to you;
- maintain the security of your Transcrypt Account and promptly notify us if you discover any suspicious activity related to your account;
- agree to pass through AML procedures, established by Transcrypt pursuant to Money Laundering and Terrorist Financing Prevention Act (https://www.riigiteataja.ee/en/eli/ee/525032019005/consolide/current), which may be applied to you from time to time. During the AML procedures, Transcrypt reserves the right to request additional information and documents, which are aimed without limitation to identify our user and to prove the source of the funds;
- take responsibility for all activities that occur under your Transcrypt Account.
- Our Website does not provide custodial services, which means, we do not store your crypto/fiat assets ourselves and independently on deposits and balances. For this purpose, we may subcontract third-party organization. In limited cases such as e.g. necessity to carry out AML procedure, your Exchange may be delayed. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXCHANGE DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.
Acceptance of Terms
- By using our Website and/or Services you, therefore, constitute that you have read, understood and accept the given Terms. If you do not agree with the provisions of the Terms, refrain from using the Site and/or Services.
- Transcrypt grants you a non-exclusive, non-transferable and limited personal license to access and use the Website (the "License"). This License is conditional upon your full compliance with these Terms.
- Transcrypt provides service of creation, management and access to Transcrypt Account, access to the Website, service of Exchange and service of customer support at the Terms set forth by Transcrypt. When you exchange crypto/fiat assets you acknowledge and agree that the Exchange will be processed through the third-party exchange service with additional fees applicable to such Exchange. You acknowledge and agree that the exchange rates information available at the Website is estimation only and may differ from prevailing rates available via other sources outside of the Website.
To be able to use all the possibilities and functionality of our Services you shall undertake the registration process and create a Transcrypt Account. When you create a Transcrypt Account you oblige to:
- change the automatically generated password for a strong one that you do not use for any other websites, online or offline services;
- provide accurate email, which belongs to you and you have regular access to;
- maintain the security of your Transcrypt Account and promptly notify us if you discover any suspicious activity related to your account;
- pass through AML/KYC procedures, which may be applicable to you from time to time. During the AML/KYC procedures, Transcrypt reserves the right to request additional information and documents, which are aimed without limitation to identify our user and to prove the source of the funds;
- take responsibility for all activities that occur under your Transcrypt Account.
- The services provided through our Website exclude the custodial services. To ensure the safety of your assets, we engage regulated qualified custodial services providers acting as independent third parties. In limited cases such as e.g. necessity to carry out AML/KYC procedure, your Exchange may be delayed.
- YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXCHANGE DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.
- Prior to your use of the Services and on an ongoing basis you represent, warrant, covenant and agree that:
- you use our Services personally and at your sole option, discretion and risk;
- you are solely responsible for any applicable taxes which may be payable while using our Services;
- you are at least 18 years old or of other legal age, which allows you to engage in business relations with Transcrypt according to the laws of your relevant jurisdiction;
- you agree to pay the fees for Exchanges completed via Website as defined by our Website, which we may change from time to time;
- there are risks, associated with Internet-based system, such as the failure of hardware, software, and Internet connections and with the blockchain protocol, such as any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol;
- you can exchange only those crypto/fiat assets which belong to you;
- you shall provide correct information for constructing Exchange (e.g. pay-in and pay-out wallet address). Such wallet addresses shall not be associated with terrorism, fraudulent, scam or any type of illegal activity;
- you shall provide true copies of valid documents that Transcrypt may require from you for identification, AML purposes and other procedures prescribed by law.
- Transcrypt may not make the Services available in all markets and jurisdictions, and may restrict or prohibit the use of the Services from certain U.S. states or foreign jurisdictions ("Restricted Locations"). If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.
- You further represent and warrant that you:
- have not previously been suspended or removed from using our Services;
- have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party;
- are not located in, under the control of, or a national or resident of any Restricted Locations, or any country to which the United States has embargoed goods or services;
- are not identified as a "Specially Designated National;"
- are not placed on the Commerce Department’s Denied Persons List;
- will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.
- We cannot provide our services to the residents of the following Countries/States:
- American Samoa
- Lao PDR
- Saudi Arabia
- Sri Lanka
- Trinidad and Tobago
- US Virgin Islands
- Democratic People's Republic of Korea (DPRK)
- Puerto Rico
- YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE PROVISIONS OF THIS SECTION AND THE ENTIRE TERMS
Warranties & Acknowledgment
- Customer warrants to:
- keep and maintain information, including without limitation personal data, financial details and information about all activities;
- keep safe the login, password and other information, related to the access to Transcrypt Account to prevent unauthorized access;
- provide accurate, complete and current data;
- provide all information requested by Transcrypt in full and in timely manner.
- Customer acknowledges that:
- Transcrypt neither bears any responsibility nor covers any losses caused by inappropriate or unauthorized use of the Services;
- availability of payment service may cause delays in payment transactions;
- period of processing of the transaction may vary due to the inherent nature of the blockchain network and network fees to be paid to the miners;
- processed transactions could not be canceled or changed due to the inherent nature of the blockchain network;
- the price for exchange is based on the reference price provided by Transcrypt;
- Transcrypt does not hold responsibility if volatility on the market and technical delays of the web platform would affect the reference price both positive and negative;
- it is your sole responsibility to provide all accurate information correctly and without mistakes or mistypes in any portion of information, otherwise it may lead to transfer of funds to account specified by mistake or to delays in processing.
- You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Services, and that you are solely responsible for your actions and/or inactions while using our Services. Without prejudice to the foregoing, you represent, agree and warrant that YOU WILL NOT:
- use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so;
- use our Services to participate in a fraudulent, scam or any type of illegal activity;
- provide false, inaccurate, or misleading information;
- transfer your login and password, or otherwise provide access to your Account to any third party;
- attempt to modify, decompile, reverse-engineer or disassemble our software in any way;
- use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
- access or use the Services to collect any market research for a competing business;
- attempt to circumvent any content filtering techniques we employ or attempt to access any service or area of our Services that you are not authorized to access;
- develop any third-party applications that interact with our Services without our prior written consent;
- encourage or induce any third party to engage in any of the activities prohibited under this Section.
Third-Party Content and Services
- For the purposes hereof "Third-Party Content" shall mean the content provided by third parties, including without limitation links to web pages of such parties, which may be represented on the Website. At the same time "third-party service" refers to any platform or network in which crypto/fiat assets belong to you or where you are the beneficial owner of crypto/fiat assets; and this platform is maintained by a third party outside of the Services; including, but not limited to third-party accounts.
- No control over third-party services. You may be charged fees by the third-party service provider. Transcrypt is not responsible for any third-party services' fees. You are solely responsible for your use of the third-party service, and you agree to comply with all terms and conditions applicable to any third-party service.
- While using our Website, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by Us) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
- All our intellectual property assets ("IP") including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics are protected by local and international intellectual property laws and treaties.
- We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use our IP for your personal use only.
- In any case you may not alter, modify, reproduce, distribute or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.
- The license granted under this Section will automatically terminate if We suspend or terminate your access to the Services.
- In case you upload or share any feedback, suggestion, idea or other information or material ("Content") with us you automatically grant us a worldwide license to use your content. It becomes part of the public domain as long as it remains on our Website. It can be used for marketing or any other purposes at our sole discretion.
- You agree and consent to receive electronically all Communications, that Transcrypt may be willing to communicate to you in connection with your Transcrypt Account and/or use of our Services. For the purposes hereof “Communications” shall mean all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to User by Transcrypt. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a case, you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Transcrypt may suspend or terminate your use of the Website and/or some or all types of Services.
Disclaimers & Limitation of Liability
- Except as expressly provided to the contrary in a writing by Us, our services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
- Except as otherwise required by law, IN NO EVENT SHALL TRANSCRYPT, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM TRANSCRYPT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TRANSCRYPT'S RECORDS, PROGRAMS OR SERVICES.
- Exchanges via our Website cannot be canceled or reversed by Transcrypt. Therefore, check the details of your exchange details before making such Exchange. Transcrypt is not responsible for your crypto/fiat assets once they have been sent outside of the Website. Moreover, Transcrypt doesn’t guarantee the uptime of the Exchange.
- To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TRANSCRYPT (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, TRANSCRYPT OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO TRANSCRYPT WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
- We strive to protect our users from fraudulent and scam activities in the sphere of crypto/fiat assets. It is possible, that some crypto/fiat assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. We reserve the right to prohibit and discontinue any Exchanges on our Website with such crypto/fiat asset at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD TRANSCRYPT HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF EXCHANGES IN OUR WEBSITE WITH ANY CRYPTO/FIAT ASSET.
- Nothing in this Agreement or Website or web platform, or otherwise communicated to you shall be understood or interpreted as an investment advice in connection with the Services contemplated by these Terms or an offer to buy or sell or the solicitation of an offer to buy or sell any Crypto/fiat Assets. We may provide information on the price, range, volatility of cryptocurrencies and events that have affected the price of these, but this is not considered investment advice and should not be construed as such.
- Any decision to purchase or sell Crypto/fiat Assets is your decision and we will not be liable for any loss suffered.
- The User also agrees that TRANSCRYPT may, by giving notice, at its sole discretion terminate his/her access to the Site and to his/her Account, including without limitation, our right to: limit, suspend or terminate the service and the Users' Accounts, prohibit access to the Site and its content, services and tools, delay or remove hosted content and take technical and legal steps to keep the Users off the Site if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties or acting inconsistently with the letter or spirit of these Terms. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate Accounts of Users for any reason, including without limitation:
- Attempts to gain unauthorized access to the Site or another User's account or providing assistance to others' attempting to do so.
- Overcoming software security features limiting use of or protecting any content.
- Usage of the Service to perform illegal activities such as money laundering, financing terrorism, or other criminal activities.
- Failure to pay or fraudulent payment for Transactions.
- Unexpected operational difficulties.
- Upon the request of law enforcement or other government agencies, if deemed to be legitimate and compelling by TRANSCRYPT, acting at its sole discretion.
Applicable Law and Arbitration
- You and Transcrypt agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
- You and Transcrypt agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Transcrypt shall be sent by email.
- Any dispute, controversy, difference or claim arising out of or relating to the Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration in Republic of Estonia.
- The law of this arbitration clause shall be Estonian law.
- The seat of arbitration shall be in Estonia.
- The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English language.
- Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Estonia, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
- Whether the dispute is heard in arbitration or in court, you will not commence against Transcrypt a class action, class arbitration or representative action or proceeding.
- These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with Transcrypt, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.
- Nothing in these Terms shall be construed to create a partnership, fiduciary, joint venture or agency relationship between you and us.
- Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
- The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
- You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Transcrypt, including by operation of law or in connection with any change of control. Transcrypt may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
- No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
- In case of any questions arising in connection to these Terms, feel free to contact us at [email protected].