Terms of Use
by Zemoon.

These Terms of Use constitute a legally binding agreement between you (hereinafter referred to as “you”, “your”, “yours”, “User”) and our Company ZEMOON FINTECH LTD. (hereinafter referred to as “we”, “our”, “ours”, “Zemoon”, “Company”), a company incorporated in British Columbia, Canada, under Incorporation number: BC1398578, having its registered address at: Second Floor, Office #C 190-12855 Clarke Place Richmond, British Columbia Canada, V6V 2H9, and operating under the Money Services Business (MSB) license number: N300000349, issued and regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Our Company acts as a payment gateway providing crypto solution for your business and duly authorized by FINTRAC to render services connected with dealing in virtual currencies. The services are rendered through our Website: https://zemoon.money/ (hereinafter referred to as the “Website”), the use of which falls within the scope and is governed by these Terms of Use. To be able to have an access to our services you should be registered as a Merchant and accept these Terms of Use along with our Privacy Policy and Cookie Policy made available through the Website. By visiting the Website and opening an Account with us you agree that you have read attentively, understood and accepted these Terms of Use together with the Policies. In case of disagreement you should refrain from using our Website and registering an Account with us.

“Account” means a set of data stored on the Company’s servers relating to the User and required for the User’s identification, access to the Software, and management of the User’s personal data and settings. “Application Programming Interface” or “API” means a set of protocols, tools and functions that enables one software application to interact with another. “Blockchain” means a distributed and immutable ledger that records transactions and other data in a decentralized network. Such ledger is maintained across multiple interconnected computers and is designed to record transactions and other logically connected operations in a trustless environment. Transactions or operations are grouped into blocks and added to the Blockchain in sequential order. “Block” means a set of validated transactions or operations recorded in the Blockchain and linked to the preceding block through its hash value. “Hash” means a unique alphanumeric value generated by applying a cryptographic function to a given set of data. “Cryptocurrency” means any virtual currency, digital asset, cryptographic token or other asset based on distributed ledger technology or similar technology.

“Over-the-counter” or “OTC” means a transaction concluded directly between two parties outside of a regulated exchange or trading venue. “Malware” means any software, code, file, script or program intended to disrupt, damage, impair, gain unauthorized access to, or otherwise interfere with software, hardware or data, including viruses, worms and Trojan horses. “Remote Access” means the User’s access to the Service through a web browser or other permitted interface, whereby the Software operates within the Company’s cloud infrastructure and is made available to the User remotely. In such case, the User has limited configuration and management capabilities and does not have access to the Software instance, source code, network infrastructure, databases or server clusters underlying the Service. “Service” means the software-based solution made available by the Company through the Website for the provision of the Company’s services. “Software” means the proprietary software application made available by ZEMOON FINTECH LTD. through the Website as a cloud-based service, including its functionality, data structures, databases, interfaces, documentation and related components, whether or not including source code elements maintained exclusively by the Company. “Technical Support” means assistance, maintenance and support services provided by the Company in relation to the operation, availability and use of the Software and Services. “Transaction” means any transfer of Cryptocurrency, exchange operation, payment instruction, or other transaction carried out through the Account that results in a change of the User’s balance or use of the Services. “User” means any individual who is duly registered in the Zemoon system and uses the Services on behalf of the relevant organization or otherwise as permitted by the Company.

1.1 Software License.

Subject to these Terms of Use, the Company grants the User a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Software solely for the purpose of using the Services and carrying out transactions involving digital assets as permitted by the Company.

1.2 Services.

Zemoon provides Services through the Account that enable the User to perform certain operations with Cryptocurrency and other supported digital assets. Depending on the User’s profile, onboarding status, jurisdiction, and the Company’s internal compliance requirements, the available Services may include:

1.3 No Access to Underlying Components.

For the avoidance of doubt, the User is granted no ownership rights in or access rights to the underlying components of the Software or Service infrastructure, including:

facilities used for the operation of the Software or Services;

1.4 Restrictions on Use.

Except to the extent expressly permitted by these Terms of Use or mandatory applicable law, the User shall not, and shall not permit any third party to:

code, structure, logic or underlying algorithms of the Software;

incorporated into or displayed in connection with the Software or Services;

available to any third party;

under these Terms of Use;

defects or error analyses relating to the Software, unless such disclosure is required by applicable law.

1.5 Ownership.

As between the parties, all rights, title and interest in and to the Software, Services, all modifications, updates, upgrades, enhancements, derivative works and all associated intellectual property rights shall remain vested exclusively in the Company or its licensors, where applicable.

1.6 Third-Party and Embedded Software.

The User acknowledges and agrees that certain third-party software, tools, libraries, modules or components may be incorporated into, embedded in, or made available together with the Software or Services. Any such third-party elements may be used by the User only as integrated into the Software and solely for the purpose of lawful use of the Services in accordance with these Terms of Use.

1.7 Beta Services.

From time to time, the Company may make available certain Services, features or functionalities that are identified as beta, pilot, testing, pre-release or by a similar designation. Such beta Services may be incomplete, subject to limitations, and may contain defects, bugs or other errors. The User may elect not to use any beta Service until its official release. The Company may modify, suspend or discontinue any beta Service at any time at its sole discretion and without prior notice. Unless otherwise expressly stated by the Company, beta Services are provided on an “as is” and “as available” basis without any representation or warranty of any kind. To the maximum extent permitted by applicable law, the Company shall not be liable for any losses, damages, interruptions or malfunctions arising out of or in connection with the use of any beta Service.

2.1 Authority and Non-Infringement.

The Company represents and warrants that it has the full right, power and authority to grant the rights and licenses set out in these Terms of Use and that, to the best of its knowledge, the Software and Services do not infringe any valid intellectual property rights of any third party.

2.2 Technical and Organizational Measures.

The Company shall apply reasonable technical and organizational measures aimed at maintaining the functionality, resilience and general reliability of the Software and Services, taking into account the nature of the Services and relevant developments in blockchain-related technologies.

2.3 Security Measures.

The Company shall use commercially reasonable efforts to maintain the security and operational continuity of the Services and Software. For this purpose, the Company may implement appropriate technical, administrative and physical safeguards designed to protect the Software, the Services and the data processed by the Company within the scope of its operations.

2.4 Compliance with Applicable Law.

The Company undertakes to conduct its activities in compliance with the laws and regulations applicable to its business and the provision of the Services.

2.5 Responsibility for Personnel.

The Company shall remain responsible for the acts and omissions of its employees, officers, contractors and other personnel involved in the provision of the Services, to the extent such acts or omissions fall within the scope of their authority or engagement with the Company.

3.1 Registration Requirement.

Access to the Services is provided remotely through the Website or other interface approved by the Company. In order to use the Services, the User must complete the registration process and open an Account in accordance with the Company’s onboarding requirements.

3.2 Account Credentials and Security.

The User is responsible for maintaining the confidentiality and security of login credentials, passwords, authentication tools and any other means used to access the Account. The User shall create a strong password, keep it secure, and avoid using it for other websites, systems or online services. The User shall take all reasonable measures to prevent unauthorized access to the Account, the Software or the Services. If the User becomes aware of, suspects, or reasonably should suspect any unauthorized access, attempted access, compromise of credentials, or any unusual or suspicious activity relating to the Account, the User shall immediately notify the Company and, where possible, promptly change the compromised credentials. If the User fails to take such measures without undue delay, the User shall bear the risks and losses arising from unauthorized use of the Account by third parties to the extent permitted by applicable law.

3.3 Information Provided During Registration.

During registration and throughout the term of use of the Services, the User shall provide all information requested by the Company and shall ensure that such information remains accurate, complete, current and not misleading. The processing of personal data is governed by the Company’s Privacy Policy.

3.4 Compliance and Verification.

Access to certain or all Services is subject to the successful completion of the Company’s compliance, onboarding, due diligence, identification and verification procedures. For the purposes of compliance with applicable anti-money laundering, counter-terrorist financing, sanctions, fraud prevention and other legal or regulatory requirements, the Company may request, and the User shall promptly provide, any information, explanations, records or documents that the Company reasonably considers necessary for the provision of the Services. The Company may specify the form, content and timing of such information or documents during onboarding or at any time during the business relationship. The Company may also require copies

of documents to be notarized, certified, apostilled, legalized and/or translated into a language specified by the Company, where the Company reasonably considers this necessary. Unless otherwise agreed, all costs associated with the preparation, certification and translation of such documents shall be borne by the User. If the User fails to provide the requested information or documentation within the period specified by the Company, or if the Company determines that the submitted information is incomplete, inaccurate, inconsistent or otherwise unsatisfactory, the Company may refuse, restrict, suspend or terminate the provision of all or part of the Services. The User shall be solely responsible for any losses, delays or adverse consequences arising from the submission of false, outdated, inaccurate or misleading information.

3.5 Nature of the Account.

Once registration has been completed to the Company’s satisfaction, an Account is created for the User and access to the Services is granted accordingly. The Account is intended solely for use on behalf of the relevant organization approved by the Company and may not be used for personal purposes unless expressly permitted by the Company in writing.

3.6 Consents and Data Sharing.

The User shall obtain and maintain all necessary consents, notices and other legal grounds required for the lawful processing and transfer of personal data relating to its employees, officers, representatives, beneficial owners or other relevant persons whose information is provided to the Company in connection with the Services. The User acknowledges and agrees that, where necessary for the execution of a Transaction, provision of the Services, compliance checks, fraud prevention measures, or fulfillment of legal and regulatory obligations, the Company may disclose or transfer the User’s information and relevant personal data to payment institutions, banks, liquidity providers, custodians, verification providers, technical vendors, counterparties, regulators, competent authorities and other third parties involved in or related to the relevant Transaction or Service.

3.7 Irreversibility of Certain Transactions.

The User acknowledges and agrees that transactions involving the exchange, conversion, purchase or sale of Cryptocurrency, fiat currency or other digital assets may be final, irreversible and non-cancellable once initiated, submitted for execution or recorded on the relevant blockchain, ledger, banking or payment system, as applicable.

3.8 Duty to Cooperate.

The User shall respond to the Company’s requests, notices and communications within no more than 2 (two) Business Days from receipt thereof, unless a shorter period is required by the nature of the request or by applicable law. The User shall also use reasonable efforts to cooperate with the Company in resolving any issue related to the Account, the Services, compliance matters, security incidents or operational inquiries.

3.9 Technical Support.

The Company may provide Technical Support in relation to the use of the Software and Services

in accordance with its internal support procedures. Unless otherwise stated by the Company, the User may request standard Technical Support without additional charge. For the purposes of providing Technical Support, the Company may request information relating to the Account, device configuration, technical environment, transaction details and any other information reasonably required to investigate, diagnose or resolve the relevant issue.

4.1 User Conduct.

The User represents, warrants and undertakes that the User shall not, whether directly or indirectly, and shall not permit any third party to:

security, operation or performance of the Company’s systems, infrastructure, Software or Services;

Services or any systems of the Company;

databases, interfaces, processes or infrastructure of the Company;

security restrictions applicable to the Software or Services, except where such action is expressly permitted under these Terms of Use and confirmed by the Company in writing;

any rights granted to the User in relation to the Software or Services.

4.2 Lawful Use.

The User shall use the Software and Services solely for lawful purposes and in a manner consistent with these Terms of Use, applicable law, and any instructions or requirements communicated by the Company from time to time.

4.3 Source of Funds and Prohibited Use.

The User represents and undertakes that any fiat currency, Cryptocurrency, digital assets or other value used in connection with the Services shall not originate from illegal activity and shall not be connected with money laundering, terrorist financing, fraud, sanctions evasion or any other unlawful conduct. The User further undertakes not to use the Services for any unlawful, abusive, deceptive or unauthorized purpose.

4.4 No Competitive Use.

The User represents and warrants that the User does not access or use the Software, Services, documentation or other materials of the Company for the purpose of developing, supporting, marketing or operating any competing product, service or software solution. The User shall not use any documentation, technical information, workflows, interface logic or other materials made available by the Company to create, train, improve or assist in the development of software

or services that are similar to, competitive with, or functionally equivalent to the Company’s products or Services, except to the extent expressly permitted by these Terms of Use or mandatory applicable law.

5.1 Ownership of Intellectual Property.

The Software, the Services, their architecture, structure, organization, interfaces, workflows, operating logic, source code, object code, databases, algorithms, designs, documentation and all other related materials, including any parts, modifications, updates, enhancements and derivative works thereof, constitute valuable intellectual property and proprietary information of the Company or its licensors, where applicable, and may include trade secrets and confidential know-how.

5.2 Protection of Company Materials.

All content made available on or through the Company’s websites, platforms and Services, including, without limitation, software, texts, documents, graphics, logos, visual materials, databases, datasets, interface elements, algorithms, business processes, functional solutions and other materials, is owned by, licensed to, or otherwise lawfully used by the Company and is protected under applicable intellectual property, copyright, trademark, trade secret and other laws.

5.3 Reservation of Rights.

Except for the limited rights expressly granted to the User under these Terms of Use, all rights, title and interest in and to the Software, Services, documentation and other Company materials are reserved by the Company and its licensors. No implied rights, licenses or permissions shall arise by implication, estoppel or otherwise.

5.4 No Transfer of Rights.

Nothing in these Terms of Use shall be construed as transferring, assigning or granting to the User any ownership right, title, interest or other intellectual property right in or to the Software, the Services or any related materials, except for the limited right to access and use the Services expressly set out herein.

5.5 Preservation of Proprietary Notices.

To the extent that the User is lawfully permitted to access any part of the Company’s software code, documentation or other proprietary materials, the User shall not remove, alter, conceal or obscure any copyright notice, trademark, service mark, confidentiality marking, proprietary legend or other notice relating to ownership, rights, restrictions or legal protections connected with the Software or Services.

6.1 Service Fees.

The User shall pay the fees, charges and other amounts applicable to the use of the Services, as

determined by the Company from time to time in accordance with these Terms of Use and the pricing terms made available through the Account, the Website or otherwise communicated by the Company.

6.2 Fee Disclosure and Variability.

Applicable fees are generally displayed in the Account or otherwise disclosed to the User before or at the time of the relevant Transaction or use of the Service. The User acknowledges that the final amount charged may differ from the initially indicated amount where such difference results from factors affecting execution or settlement, including, without limitation, market fluctuations, exchange rate movements, blockchain network conditions, third-party charges, processing time, or other operational variables.

6.3 Automatic Deduction.

Unless otherwise agreed by the Company in writing, fees payable for the use of the Services may be deducted automatically by the Company at the time the relevant Transaction is executed, processed, settled or otherwise carried out through the Account.

6.4 Changes to Fees.

The Company reserves the right to amend, revise or update its fees at any time. Where required by applicable law or where the Company deems it appropriate, notice of such changes shall be provided to the User through the Account, by e-mail, through the Website or by any other means of communication used by the Company. Continued use of the Services after the effective date of the updated fees shall constitute the User’s acceptance of such updated fees.

6.5 Sufficient Balance.

The User shall ensure that the Account, wallet, settlement balance or other relevant payment source contains sufficient funds, assets or value to cover all applicable fees, charges, adjustments, reversals, deductions and other amounts payable in connection with the use of the Services.

6.6 Fee Currency.

Unless otherwise specified by the Company, fees shall be charged and payable in the currency, asset or denomination in which the relevant Transaction or Service is settled, billed or processed.

6.7 No Interest.

Unless expressly agreed otherwise in writing, no interest, yield or other return shall accrue on any fiat balance, digital asset balance or other value held in connection with the User’s Account.

6.8 Accrued Payment Obligations.

Termination of the relationship between the User and the Company, closure of the Account, or discontinuation of the use of the Services shall not release the User from the obligation to pay any fees, charges, expenses or other amounts that accrued, became payable or relate to a period preceding the effective date of such termination, closure or discontinuation.

6.9 Taxes and Withholding.

Each party shall be solely responsible for the assessment, calculation, declaration and payment of

any taxes, duties, levies, governmental charges and similar amounts, including any related penalties, interest or additions, imposed on that party in connection with these Terms of Use, the Services or any Transaction, except where applicable law expressly requires otherwise. Where the Company is required by applicable law, regulation, governmental order or tax authority guidance to deduct or withhold any tax or similar charge, the Company may make such deduction or withholding from any amount payable to or on behalf of the User.

7.1 As-Is and As-Available Basis.

The Software and Services are provided on an “as is” and “as available” basis, subject to availability, technical limitations, maintenance, third-party dependencies and other relevant circumstances. To the maximum extent permitted by applicable law, the Company disclaims all representations, warranties and conditions of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, availability, accuracy or compatibility. Without limiting the generality of the foregoing, the Company does not represent or warrant that:

from vulnerabilities, Malware or unauthorized interference;

timeframe or at all;

cyberattacks, hacking attempts, security breaches or other malicious activity.

7.2 No Professional or Financial Advice.

Nothing provided by the Company through the Website, the Account, the Software, the Services, support communications or otherwise shall constitute financial, investment, tax, legal, accounting or other professional advice. The User is solely responsible for evaluating the suitability, legality, economic implications and risks of any Transaction, digital asset activity or business decision undertaken through or in connection with the Services, and should seek independent professional advice where appropriate.

7.3 User Assumption of Risk.

To the extent permitted by applicable law, the User acknowledges and accepts that all use of the Services and all Transactions involving Cryptocurrency, fiat currency or other digital assets are undertaken at the User’s own risk. Such risks may include, without limitation, loss of value, volatility, illiquidity, technological failure, operational error, execution failure, blockchain malfunction, cyber incidents, regulatory change and loss arising from incorrect instructions or third-party actions.

7.4 No Warranty as to Digital Assets.

The Company makes no representation or warranty with respect to any Cryptocurrency, token, blockchain-based asset or other digital asset used, received, transmitted, exchanged or otherwise involved in connection with the Services, including any warranty as to ownership, validity, authenticity, legality, value, tradability, liquidity, stability or continued availability.

7.5 Third-Party Dependencies.

The User acknowledges that the Services may depend on banks, payment systems, card schemes, liquidity providers, custodians, blockchain networks, internet service providers, cloud service providers and other third parties or external infrastructure. The Company does not warrant the performance, availability, security, continuity or reliability of any such third party, external system or infrastructure and shall not be responsible for interruptions, delays, losses, failures or errors caused by them, except to the extent expressly required by applicable law.

7.6 Limited Warranties Only.

The User acknowledges that no representation, warranty or condition shall apply except to the extent expressly set out in these Terms of Use or required under mandatory applicable law. No oral or written information, statement or communication provided by the Company or on its behalf shall create any warranty not expressly stated herein.

Use

8.1 Changes to the Software and Services.

The Company may, from time to time and at its sole discretion, modify, update, upgrade, replace, suspend, remove or otherwise change any aspect of the Software or Services, including their design, interface, functionality, technical specifications, supported features, workflows or operating environment. As a result, previously available features or characteristics may be changed, limited or discontinued.

8.2 Notice of Material Changes.

Where the Company considers it reasonable or where required by applicable law, the Company shall use commercially reasonable efforts to notify the User of material changes to the Software, Services or these Terms of Use within a reasonable period before or after such changes take effect, depending on the nature of the relevant change, its urgency, and any legal, regulatory, technical or security considerations.

8.3 No User Amendment Rights.

The User may not amend, vary, supplement or modify these Terms of Use unilaterally, unless the Company expressly agrees otherwise in writing.

8.4 Amendments to the Terms of Use by the Company.

The Company reserves the right to amend, restate, revise or otherwise modify these Terms of Use at any time at its discretion. Any such amended version may be made available through the

Website, the Account, e-mail communications or any other means customarily used by the Company to communicate with the User. To the extent permitted by applicable law, the User shall be deemed to have accepted the updated Terms of Use if, after such updated version becomes effective, the User continues to access or use the Software or Services, or otherwise indicates acceptance by any clear affirmative action, including clicking an acceptance button, ticking a consent box, or continuing operational use of the Account. The User is responsible for reviewing the most current version of these Terms of Use from time to time.

8.5 Right to Discontinue Use.

If the User does not agree to any amendment, revision or modification of these Terms of Use, the User must immediately cease further use of the Software and Services and, where applicable, follow the procedures for termination or closure of the Account.

Termination

9.1 Termination by the User.

The User may at any time request the closure of the Account or termination of the contractual relationship with the Company, subject to compliance with these Terms of Use and any operational, compliance or settlement requirements specified by the Company. Unless otherwise agreed by the Company in writing, the User shall give the Company at least 30 (thirty) calendar days’ prior written notice of such termination. Before the effective date of termination, the User shall take all necessary steps to withdraw, transfer or otherwise dispose of any funds, Cryptocurrency or other digital assets held in or through the Account to an external bank account or wallet approved by the Company and belonging to the User or, where permitted by the Company and applicable law, to another recipient designated by the User. The User shall bear all fees, network charges, banking costs and other expenses associated with such transfer or withdrawal. Termination by the User shall not relieve the User of the obligation to pay any fees, charges, liabilities or other amounts due to the Company and accrued prior to the effective date of termination.

9.2 Termination by the Company.

The Company may terminate its relationship with the User and close or deactivate the Account at its discretion, subject to applicable law and these Terms of Use. Unless immediate action is required for legal, regulatory, compliance, security or operational reasons, the Company shall use reasonable efforts to provide the User with at least 30 (thirty) calendar days’ prior written notice of such termination.

Upon termination, the Company may provide the User with instructions regarding the withdrawal, transfer or settlement of any remaining funds, Cryptocurrency or other digital assets associated with the Account. Subject to applicable law, the Company may deduct or set off from such amounts any unpaid fees, commissions, costs, expenses, penalties, interest, chargebacks, indemnity claims or other sums owed by the User to the Company.

9.3 Right to Suspend or Restrict Access.

The Company may, at any time and with or without prior notice, suspend, restrict, condition, block or refuse access to all or any part of the Services or the Account, where the Company reasonably considers such action necessary or appropriate under these Terms of Use, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and associated regulations, other applicable laws or regulations, internal risk management policies, or legitimate business, compliance, fraud prevention, security or operational considerations.

9.4 Grounds for Suspension or Restriction.

Without limiting the generality of Section 9.3, the Company may suspend or restrict access to the Services, in whole or in part, in any of the following circumstances:

or inconsistent;

required by the Company;

within the required timeframe;

information or document submitted by the User;

unauthorized use, abuse, deception or other suspicious behavior;

financing, sanctions, anti-fraud or other compliance requirements;

operational reasons;

governmental request, an order of a competent authority, or a court order;

within the timeframe specified by the Company, or is incapable of remedy;

Company, its Services, systems, affiliates, partners or other users;

partners or service providers to legal, regulatory, reputational or financial risk.

9.5 Notice Following Restriction or Termination.

Where legally permissible and reasonably practicable, the Company may notify the User of the suspension, restriction or termination of access and may provide further instructions regarding the withdrawal or handling of any funds, Cryptocurrency or other digital assets held in connection with the Account. No such notice shall be required where notification is prohibited by applicable law, would prejudice an investigation, would create security risks, or would otherwise be inappropriate in the Company’s reasonable judgment.

9.6 Freezing and Reporting in Case of Suspicion.

Where the Company reasonably suspects that the Account, any Transaction, or any funds, Cryptocurrency or other digital assets are connected with money laundering, terrorist financing, sanctions violations, fraud or other criminal or unlawful activity, or where the Company receives a request, instruction, notice or order from a competent authority, the Company may, to the extent permitted or required by applicable law:

associated with the Account for such period as the Company considers necessary or as may be required by law or by a competent authority;

governmental or law enforcement authorities. Any such measure may remain in place until the relevant concerns have been resolved to the Company’s satisfaction, the legal or regulatory basis for such measure ceases to exist, or the Company receives appropriate confirmation or instructions from the competent authority, as applicable.

9.7 User’s Right to Provide Explanations.

Where not prohibited by applicable law and subject to the nature of the restriction or freeze, the User may submit written explanations, objections and supporting documents to the Company for the purpose of demonstrating the legitimacy of the relevant Transactions, assets or conduct. The Company shall review such materials at its discretion and in accordance with its legal and compliance obligations, but shall not be obliged to lift any restriction unless and until it considers the relevant concerns adequately resolved.

9.8 Retention of Data After Closure.

Closure of the Account or termination of the relationship with the User shall not require the Company to delete the User’s data, including transaction records, communications, identification materials or compliance files. The Company may retain and process such data for the period required or permitted by applicable law, regulation, legal process, legitimate business need, audit requirements, recordkeeping obligations or internal compliance policies, including for no less than 5 (five) years where such minimum retention period is required by law. The Company may record, retain and disclose information relating to the User, the Account and any Transaction to competent authorities, courts, regulators, auditors, counterparties or other third parties where such disclosure is required or permitted by applicable law or reasonably necessary for compliance, enforcement, dispute resolution, fraud prevention or protection of the Company’s rights and interests.

9.9 Survival.

Termination, suspension, restriction of access or closure of the Account shall not affect any rights, remedies, obligations or liabilities accrued prior to the effective date of such event. Without limitation, any payment obligation and any right to claim damages or other remedies for breach arising prior to termination shall survive. In addition, the following provisions shall survive termination or expiration of these Terms of Use to the extent applicable by their nature: Section 1.4 “Restrictions”, Section 1.5 “Ownership”, Section 5 “Intellectual Property Rights”, Section 6 “Fees and Taxes”, Section 7 “Disclaimer of Warranties”, Section 10 “Confidentiality”, Section 11 “Limitation of Liability”, and Section 12 “Indemnification”, together with any other provision which by its nature is intended to survive.

10.1 Confidentiality Obligation.

Each party shall treat as confidential all Confidential Information received from or made available by the other party and shall use a reasonable degree of care, and in any event no less than the degree of care it uses to protect its own confidential information of a similar nature, to prevent unauthorized access to, use of, or disclosure of such Confidential Information.

10.2 Scope of Confidential Information.

For the purposes of these Terms of Use, “Confidential Information” means:

technical architecture, documentation, product roadmaps, pricing, commercial terms, business methods, workflows, integrations, security-related information, compliance procedures, technical limitations, vulnerabilities, non-public functionality, and any other proprietary, technical, operational, financial or business information disclosed or made available by the Company, whether in oral, written, visual, electronic or any other form;

transactional, compliance-related or other information disclosed or made available by the User to the Company in connection with the use of the Services; and

Terms of Use, which by its nature or the circumstances of disclosure should reasonably be understood to be confidential. Except as expressly permitted under these Terms of Use or required by applicable law, the receiving party shall not disclose, distribute, publish or otherwise make available any Confidential Information of the disclosing party to any third party and shall not use such Confidential Information for any purpose other than the performance of these Terms of Use, the use or provision of the Services, or the exercise of rights and obligations arising hereunder.

10.3 Permitted Disclosures.

Notwithstanding Section 10.2, a receiving party may disclose Confidential Information of the disclosing party to its employees, officers, directors, affiliates, professional advisers, auditors, contractors, subprocessors, banks, payment service providers, technology providers, insurers or other persons who have a legitimate need to know such information for the purposes contemplated by these Terms of Use, provided that such persons are bound by confidentiality obligations or professional duties of confidentiality no less protective than those set out herein. A receiving party may also disclose Confidential Information to the extent required by applicable law, regulation, court order, regulatory request, supervisory requirement or lawful demand of a competent authority, provided that, where legally permissible and reasonably practicable, the receiving party may inform the disclosing party in advance of such disclosure.

10.4 Exclusions from Confidential Information.

Information shall not be regarded as Confidential Information to the extent that the receiving party can demonstrate that such information:

other unlawful act or omission of the receiving party or any person acting on its behalf;

of confidentiality or other restriction on disclosure in respect of such information;

prior to its receipt from the disclosing party;

party’s Confidential Information; or

10.5 Duration of Confidentiality Obligations.

The confidentiality obligations set out in this Section shall remain in force during the term of these Terms of Use and after their termination or expiration for the longer of:

secret or other protected confidential information under applicable law.

11.1 Liability Cap.

To the maximum extent permitted by applicable law, the aggregate liability of the Company, its affiliates, shareholders, beneficial owners, directors, officers, employees, contractors, agents and representatives arising out of or in connection with these Terms of Use, the Software or the Services, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the total amount of fees actually paid by the User to the Company for the specific Services giving rise to the relevant claim during the 12 (twelve) months immediately preceding the event giving rise to such liability.

11.2 Excluded Losses.

To the maximum extent permitted by applicable law, neither party, nor any of its affiliates, shareholders, beneficial owners, directors, officers, employees, contractors, agents or representatives, shall be liable to the other party for any indirect, incidental, consequential, special, punitive or exemplary damages, or for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of anticipated savings, loss of goodwill, loss of reputation, loss or corruption of data, or business interruption, arising out of or in connection with these Terms of Use, the Software or the Services, even if advised of the possibility of such damages.

11.3 Scope and Application.

The limitations and exclusions set out in this Section shall apply regardless of the form of action, whether based on contract, tort, negligence, strict liability, misrepresentation, restitution, statute or otherwise, and notwithstanding any failure of essential purpose of any limited remedy.

11.4 Non-Excludable Liability.

Nothing in these Terms of Use shall exclude or limit any liability that cannot be excluded or limited under mandatory applicable law, including liability for fraud, willful misconduct, or any other liability to the extent such exclusion or limitation is prohibited by law.

12.1 Indemnification by the User.

The User shall defend, indemnify and hold harmless the Company, its affiliates and their

respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to:

persons using the User’s goods or services. The User shall reimburse the Company for reasonable legal fees and expenses incurred in connection with the matters described above.

12.2 Indemnification by the Company.

The Company shall defend, indemnify and hold harmless the User and the User’s employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to the Company’s material and intentional breach of these Terms of Use. The Company shall reimburse the User for reasonable legal fees and expenses incurred in connection with the matters described in this Section 12.2.

13.1 Compliance with Sanctions and Trade Restrictions.

The User undertakes to comply with all applicable sanctions, export control, re-export control, import, re-import, anti-boycott and trade restriction laws and regulations that may apply to the User, its business, its use of the Services, or any Transaction.

13.2 User Representation.

The User represents and warrants to the Company that neither the User, nor any of the User’s controlled entities, nor any person that owns or controls the User or the User’s legal entity is:

prohibited persons maintained by the United Nations Security Council, the United States Government, including the U.S. Department of the Treasury and the U.S. Department of Commerce, the European Union, any of its Member States, or any other relevant governmental or regulatory authority; or

is subject to comprehensive sanctions, embargoes or similar restrictive measures imposed by the United States or any other relevant competent authority.

14.1 Anti-Corruption Obligation.

The User, its officers, directors, employees, agents, representatives and any other persons acting on its behalf or for whose acts or omissions the User may be responsible, shall not, in connection with these Terms of Use, the Services or any related matter, directly or indirectly offer, promise, authorize, give, request, agree to receive or accept any payment or anything of value in violation of any applicable anti-bribery or anti-corruption law.

14.2 Acknowledgment of Applicable Anti-Corruption Standards.

The User acknowledges that applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, prohibit the direct or indirect offering, promising, giving, requesting or receiving of money or anything of value to or from any person, including any public official, employee of a state-owned enterprise, international organization, political party, party official or candidate for public office, for the purpose of obtaining or retaining business, securing any improper advantage, influencing any act or decision, or inducing the improper performance of any public or commercial function.

14.3 User Representation.

The User represents and warrants that, in performing its obligations under these Terms of Use and in connection with its use of the Services, it has not made, offered, promised, authorized, requested or accepted, and undertakes that it will not make, offer, promise, authorize, request or accept, any payment or other benefit that is prohibited under applicable anti-bribery or anticorruption law.

15.1 Permitted Means of Communication.

The Parties agree that e-mail constitutes a valid and permissible means of communication and exchange of information between them for the purposes of these Terms of Use.

the User in the Account or otherwise notified to the Company, shall be used by the Company for sending notices, requests, disclosures and other communications to the User.

address: ceo@zemoon.pro.

15.2 Evidentiary Effect.

Any notice, message, document or other communication transmitted by e-mail in connection with these Terms of Use shall be admissible as evidence in the resolution of any dispute, claim or proceeding between the Parties, to the extent permitted by applicable law.

15.3 Additional Communication Channels.

The Company may also communicate with the User by other means, including through the Account, the Website, SMS messages, push notifications or any other contact details or communication channels provided by the User or made available by the Company from time to time.

16.1 Amicable Settlement.

In the event of any dispute, controversy or disagreement arising out of or in connection with these Terms of Use, the Parties shall use reasonable efforts to resolve such matter amicably through good faith discussions and negotiations.

16.2 Submission of a Complaint.

The User may submit a complaint or claim regarding the Company’s Services by sending a notice by e-mail at any time. Such complaint or claim shall set out the grounds of the complaint, the User’s position, and any supporting documents or information on which the User relies.

16.3 Review of Complaint.

The Company shall review the User’s complaint or claim and shall notify the User of its decision within 20 (twenty) calendar days, except where a different response period is required by applicable law or regulatory requirements.

16.4 Measures in Case of Breach.

If the User breaches these Terms of Use, the Company may apply the measures, remedies or restrictions provided for under these Terms of Use and applicable law.

16.5 Further Remedies.

If the Parties are unable to resolve a dispute or disagreement through the complaint or negotiation procedure described above, either Party may pursue any other rights or remedies available to it under these Terms of Use or applicable law for the protection of its lawful rights and interests.

17.1 Force Majeure Event.

Neither Party shall be liable for any delay in performance or failure to perform its obligations under these Terms of Use to the extent such delay or failure results from circumstances beyond the reasonable control of the affected Party and prevents that Party from performing all or a material part of its obligations. Such circumstances may include, without limitation:

similar events;

infrastructure disruptions;

reasonably have prevented, avoided or overcome by exercising reasonable care and best efforts.

17.2 Notice of Force Majeure.

A Party relying on force majeure shall notify the other Party in writing without undue delay of the nature of the relevant circumstance, its expected impact on the affected Party’s ability to perform its obligations, and, where reasonably possible, the anticipated duration of such circumstance.

17.3 Exclusion.

Lack of funds, liquidity shortages, financial hardship or denial, suspension or withdrawal of credit shall not constitute a force majeure event.

18.1 Entry into Force.

These Terms of Use shall become effective once the User has read the Terms of Use, the Privacy Policy and the Cookie Policy, has electronically expressed consent to be bound by them, and has completed registration in the Zemoon system.

18.2 Term.

These Terms of Use are concluded for an indefinite period, unless terminated in accordance with their terms.

18.3 Integral Documents and Service-Specific Terms.

Any documents, policies, references, schedules, appendices or supplementary terms referred to in these Terms of Use, including any additional terms governing specific Services, shall form an integral part of these Terms of Use and shall apply to the User from the moment the User begins using the relevant Service, feature or functionality.

18.4 Assignment.

Neither Party may assign, transfer or otherwise dispose of any of its rights or obligations under these Terms of Use without the prior written consent of the other Party, except where such assignment is expressly permitted under these Terms of Use or required by applicable law. Any permitted assignment shall be binding upon and inure to the benefit of the successors and permitted assigns of the relevant Party.

18.5 Independent Parties.

The Parties are independent contracting parties. Nothing in these Terms of Use shall be construed as creating any partnership, joint venture, agency, employment, fiduciary or other similar relationship between the Parties. Each Party shall act in its own name and on its own behalf and shall remain solely responsible for its personnel, contractors, costs, expenses and business operations. Neither Party has the right or authority to act for, represent, bind or assume any obligation on behalf of the other Party unless expressly authorized by that other Party in writing.

18.6 Severability.

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. Any such invalid, illegal or

unenforceable provision shall, to the extent possible, be interpreted or adjusted so as to preserve its intended commercial and legal effect in a manner consistent with applicable law.

18.7 No Waiver.

Any delay in exercising, failure to exercise, or partial exercise by either Party of any right, power or remedy under these Terms of Use shall not constitute or be deemed to constitute a waiver of that or any other right, power or remedy. Any waiver or amendment affecting the scope or exercise of rights under these Terms of Use shall be valid only if made in writing and signed by duly authorized representatives of the relevant Party.

18.8 Headings.

The headings of sections and subsections in these Terms of Use are included for convenience and reference only and shall not affect the interpretation of these Terms of Use.