USER AGREEMENT

While registering as a User of the platform “PAYEER” located on the website https://payeer.com (hereinafter – the Platform) you confirm that you have examined the terms and conditions of this User Agreement (hereinafter – the User Agreement), agree to the terms and conditions and undertake to follow them. The definition “the User” refers to a natural person or a legal person registered as a user of the Platform. By accepting this User Agreement User confirms that he/she carefully read the User Agreement and agrees that terms and conditions of the User Agreement are binding to the User.

1. Scope and interpretation of the User Agreement

1.1. The User Agreement applies to all legal relationships between the User and the Payment Service Provider (if applicable according to the terms).

1.2. The following legal entity shall be named hereinafter as the Payment Service Provider. Name of the Company: PAYEER E.A.S., registration number: 80140848-2. Address: Republic of Paraguay, Calle, Asuncion, Buongermini 1174. Address for the correspondence: 63-66 Hatton Garden, 5th Floor, Suite 23, London, England, EC1N 8LE.

1.3. Payment Service Provider offers the next types of services: The Virtual Currency Service and Payment Service. All services are provided and regulated in the place of company jurisdiction - Republic of Paraguay and doesn't depending on the User's place of residence or their seat.

1.4. By the services (hereinafter – the Services) is meant a proposal an environment for the User and considering this, providing ability to use the Virtual Currency Service and the Payment Service:

1.5. The Virtual Currency Service includes the following:

• 1.5.1. Virtual Currency Wallet Service, which means a service in the framework of which keys are generated for User and User's encrypted keys are kept, which can be used for the purpose of keeping, storing and transferring virtual currencies;
• 1.5.2. The Platform provides the Virtual Currency Service (crypto e-wallet and crypto exchange services) related to virtual currencies.

1.6. The Payment Service means a service in the framework of which account opened for the User. The User's virtual currency held on the opened account and the User has the opportunity to execute payment transactions, including transfer of their virtual currency to another payment account(s) opened with the Payment Service Provider, to receive virtual currency from another payment account(s) opened with the Payment Service Provider and to withdraw virtual currency to the User's bank account or to withdraw virtual currency using another method provided by the Payment Service Provider (e. g. to the payment account(s) opened with another payment service provider), payment service, exchange service, which means a service with the help of which a User exchanges a virtual currency against another virtual currency.

1.7. The virtual currency means a value represented in the digital form, which is digitally transferable, preservable or tradable and which natural persons accept as a payment instrument, but that is not the legal tender of any country or funds for the purposes of Article 4(25) of Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, pp 35–127) or a payment transaction for the purposes of points (k) and (l) of Article 3 of the same Directive.

1.8. In addition to the User Agreement, relations between the User and the Payment Service Provider are governed by the valid legislation of the Republic of Paraguay, the Payment Service Provider's Privacy Policy, the Payment Service Provider's price list (hereinafter – the Price List) for the use of respective service, detailed terms and conditions of the service, if User informed about them, instructive texts and established good practices.

1.9. If any of the User Agreement's provisions in conflict with the provisions of the law and thus invalid does not generally affect the validity of other provisions of the User Agreement.

1.10. All information exchange and communication between the User and the Payment Service Provider exceeds in English unless another language is in use by agreement between the User and the Payment Service Provider.

2. Registration on the Platform

The User account

2.1. In order to use the Platform, the User is required to register a user account on their name (hereinafter – the User Account).

2.2. Upon registering the User Account, a person enters their contact information and other data requested by the Payment Service Provider into the respective environment and selects a unique ID and password.

2.3. The Payment Service Provider shall have the right to limit the rights of certain groups of users in terms of specific usage rights, including limiting access and/or usage rights with respect to certain parts of the Platform or the Services.

2.4. In order to enter the Platform, the User is required to enter their ID and password. Payment service providers and other the Payment Service Provider's partners (including virtual currency exchange service providers, payment service providers etc.) may set additional requirements for using the third party’s services provided on the Platform.

2.5. After registering the User Account, the User has an opportunity to execute transactions through the Platform by the User or the legal person represented by the User.

2.6. The person to whose name the User Account has been registered (the User) shall be responsible for the rights and obligations related to the User Account. Among other things, the User shall be a party of the transactions made through the User Account.

2.7. The User Account shall reflect:

• 2.7.1. the User's personal data;
• 2.7.2. payment accounts belonging to the User and the amount of funds disposed on these accounts;
• 2.7.3. virtual currency wallets' address(es), which is(are) opened on the name of the User and the amounts of virtual currency disposed on the wallets opened on the name of the User;
• 2.7.4. information about transactions, which were made using the payment accounts and virtual currency wallets opened on the name of the User;
• 2.7.5. information about service fees and other payments made by the User to the Service Provider.

2.8. To ensure reliable operation of the financial sector and the transparency of the business environment, the Payment Service Provider limits the circle of persons with whom it enters into the User Agreement.

2.9. The Payment Service Provider shall have the right to decide with whom to enter or not to enter into the User Agreement (Freedom of Contract). The Payment Service Provider shall conclude the User Agreement, if entity which intends to become the User meets the Conditions of the Payment Service Provider and submits the Payment Service Provider the data and documents requested by the Payment Service Provider. Before the Payment Service Provider refuses to enter into the User Agreement, it shall thoroughly consider all the circumstances.

2.10. The Payment Service Provider may refuse to conclude the User Agreement with a good reason, which first and foremost constitutes an agreement where entity which intends to become the User or a Connected person1:

• 2.10.1. has intentionally or due to severe negligence submitted the Payment Service Provider incorrect/insufficient data or documents or refuses to submit requested by the Payment Service Provider data or documents;
• 2.10.2. does not submit sufficient data or documents requested by the Payment Service Provider for entity’s, it’s representative, actual beneficiary or for a partner’s identification or data or documents don’t meet the requirements of the Payment Service Provider;
• 2.10.3. has caused direct or indirect damage to the Payment Service Provider or a threat of actual damage or has caused damage to the reputation of the Payment Service Provider;
• 2.10.4. does not submit sufficient data or documents related to the entity or to the partners, requested by the Payment Service Provider for the certification of the legality of their funds or there are any other grounds for suspecting them of money laundering (incl. using a front person) or terrorism financing;
• 2.10.5. is personally or its partners are connected, or has been connected, to organised crime, money laundering, terrorism financing or evasion of taxes, also to international sanctions or other national transaction limits (e.g. sanctions of the European Union or the USA) according to the information of acknowledged and reliable sources (e.g. state bodies, international organizations, international or national databases, correspondent banks, and mass media);
• 2.10.6. is personally or its partners are connected, or has been connected, to the traditional income sources of organised crime, incl. illicit traffic of excise goods or narcotic substances, illegal trafficking of arms or persons, mediation of prostitution, unlicensed international transmission of money;
• 2.10.7. comes from a country that has insufficient levels for preventing corruption / money laundering / terrorism financing;
• 2.10.8. is, in the opinion of the Payment Service Provider, personally or its Connected person engaged in the field of activity with a high level of risk of money laundering and terrorism financing (incl. but not limited to providers of services of alternative payment instruments, intermediaries of such payment instruments, internet casinos) or they operate without the required registration or authorisation;
• 2.10.9. is according to the Payment Service Provider’s estimates related to the territory, area of activity, transaction or person subject to Sanctions or other national transaction limits (e.g. sanctions of the European Union or the USA);
• 2.10.10. has, according to a decision made by a competent authority or body (e.g. a precept by an agency, a court order) or judging by another event or fact, through its acts or omissions undermined the reputation of persons working in the same area of activity (incl. the Payment Service Provider), or, according to a reasoned opinion of the Payment Service Provider, does not behave in a responsible manner and does not follow the requirement of due diligence and the customs expected of companies working in this area of activity.

1 Connected person in the meaning of the User Agreement is legal person’s representative or actual beneficiary also a legal person over 10% of whose shares or votes belong to the person intending to conclude the User Agreement or where the person is a member of the supervisory or any other management body or the procurator of such body.

2.11. The Payment Service Provider also refuses to enter into the User Agreement with other good reason, especially if the conclusion of the User Agreement is impeded by a legal hindrance such as restricted active legal capacity and contradictions or absence of the right of representation, and the Payment Service Provider has not been provided the necessary data and documents in order to meet its Know Your Customer principles.

2.12. The User or their representative shall submit the data and documents requested by the Payment Service Provider for identification of the User.

2.13. A natural person shall be identified on the basis of personal identification documents that comply with legislation and accepted by the Payment Service Provider.

2.14. A legal person shall be identified on the basis of a valid extract from the register and/or the documents accepted by the Payment Service Provider.

2.15. The User or their representative may be identified through a means of communication accepted by the Payment Service Provider.

2.16. The User shall present to the Payment Service Provider the original documents or their copies if they are notarized or equally certified.

2.17. The Payment Service Provider shall assume that the document presented by the User is authentic, valid, and correct.

2.18. The Payment Service Provider may require that documents issued abroad be legalized or certified with an apostille.

2.19. If documents are in a foreign language, the Payment Service Provider may require that the documents be translated into the language understandable for the Payment Service Provider. The Payment Service Provider may require that the translation must be notarized or certified by a sworn translator.

2.20. The User shall bear the costs concerning the formalization, translation, certification of the documents and other related costs and they don’t subject to reimbursement by the Payment Service Provider.

2.21. The Payment Service Provider may make a copy of the document submitted by the User or retain the original document, if possible.

2.22. If the submitted document does not meet the requirements of the Payment Service Provider or the Payment Service Provider has doubts concerning its correctness, the Payment Service Provider shall have the right not to execute the User’s order or require the submission of additional documents.

2.23. The Payment Service Provider shall apply measures for the prevention of money laundering, terrorism financing, and tax evasion, as well as the measures of the application of international financial sanctions. Therefore, the Payment Service Provider must have an overview of the User, the persons considered as Connected persons, and also the User’s activities (incl. economic activities) and the origin of the assets of the User (Know Your Customer principle).

2.24. Based on the abovementioned considerations, the Payment Service Provider shall have the right and obligation to:

• 2.24.1. check the identification information of the User or the representative of the User on a regular basis and receive additional documents and data (incl. citizenship, tax residence, place of residence, owners of the legal person, actual beneficiaries, founders and members of the management board) from the User;
• 2.24.2. regularly ask for documents and data regarding the activities of the User, incl. data regarding the Connected persons, turnover, international payments, as well as data regarding the purpose and essence of transactions and the legal origin of the assets or of the assets used in transactions;
• 2.24.3. ask the documents constituting the basis for the transactions from the User (e.g. sales, lease and supply agreements, documents related to the goods etc.), and also data or documents regarding the counterparty, actual beneficiary of the transaction or any other person involved in or related to the transaction;
• 2.24.4. monitor how the User uses the Services;
• 2.24.5. establish temporary or permanent restrictions on the use of the Services.

2.25. The Payment Service Provider shall have the right not to execute the User’s order if the User does not submit data or documents specified in clauses 2.24.1– 2.24.3 of the User Agreement to the Payment Service Provider.

2.26. While applying the measures for the prevention of money laundering and terrorism financing the Payment Service Provider shall use risk-based methods and select the suitable and appropriate extent of the measures, proceeding from the nature of the transactions, as well as the assessment regarding the amount of risk that the User or any other person related to the transaction is engaged or may commence money laundering or terrorism financing.

3. Communication with the User and information about the Services

3.1. The Payment Service Provider shall forward information to the User through its place of business, its website, through the Platform or by any other agreed manner. The Payment Service Provider shall send personal notices to the User by a means of communication (e.g. by post, email, mobile phone including text messages) or through an electronic channel of the Payment Service Provider (e.g. notifications on the Platform)

3.2. Upon submitting to the Payment Service Provider the User’s contact details (e.g. postal address, email, phone number) the User agrees to receive any information from the Payment Service Provider via abovementioned contact including details about the amendment of the User Agreement which regulate relations with the User and the User’s private data.

3.3. Communication between the User and the Payment Service Provider, the Payment Service Provider’s explanations regarding the User Agreement, and/or news, articles, information letters, etc. forwarded by the Payment Service Provider shall not constitute investment consultations, or advice, an offer or recommendation to conduct a transaction.

3.4. Personal notices sent to the User by the Payment Service Provider shall be considered as received by the User when the period usually necessary for sending a notice through the corresponding means of communication has passed as of sending the notice to the User’s contact details. A personal notice sent through an electronic channel shall be considered as received on the day it was sent. A notice given by email or SMS shall be considered as received on the day it was sent.

3.5. The User receives information about the Services from the User Agreement, the Payment Service Provider’s employee or the Platform's website.

3.6. The User shall forward information to the Payment Service Provider on paper, electronically (e.g. through the Platform functional, by email) or in another agreed manner.

3.7. If the User has not received a notice from the Payment Service Provider, the receipt of which they could anticipate, the User shall notify the Payment Service Provider immediately if the deadline during which one could expect receipt of the notification has passed.

3.8. The User shall immediately verify the correctness of the information included in the notice received from the Payment Service Provider and lodge his or her objections to the Service Provider immediately after receipt of the notice.

3.9. The User shall immediately notify the Payment Service Provider of any and all data and circumstances that have changed compared to the data submitted to the Payment Service Provider earlier (e.g. changes in personal or contact details, residence, or the right of representation; or reorganization proceedings), as well as of any and all circumstances that may affect the performance of the User’s obligations before the Payment Service Provider (e.g. merger, division, bankruptcy, execution or liquidation proceedings). The User shall provide a document certifying the amendment upon the Payment Service Provider’s demand.

3.10. The User shall immediately notify the Payment Service Provider of the loss, theft of their personal identification document or another means of identification or security element or loss of possession thereof against their will in any other manner (e.g. loss of user ID, password or any other methods of authentication)

3.11. The Payment Service Provider shall assume the correctness of the User’s data at the Payment Service Provider’s disposal, even if the User has failed to fulfil the information submission obligation.

4. The Payment Services

4.1. When registering the User Account, the Payment Service Provider creates accounts on the name of the User (hereinafter – the User Payment Account).

4.2. The User Payment Account shall be created only for the virtual currency, which is available on the Platform.

4.3. The User Payment account for each virtual currency has unique number, which shall be used to perform transaction regarding this User Payment Account.

4.4. The User has a right to execute the following transactions through the User Payment Account:

• 4.4.1. top up the virtual currency balance (deposit a virtual currency) of the User Payment Account by sending relevant amount of virtual currency to the Payment Service Provider;
• 4.4.2. send virtual currency from the User Payment Account to another payment account (specified by the User), which is opened on the Payment Service Provider;
• 4.4.3. receive virtual currency to the User Payment Account from another payment account, which is opened on the Payment Service Provider;
• 4.4.4. payment service - is to pay with virtual currency for available services with the User Payment Account;