TERMS AND CONDITIONS OF PARTNERSHIP COOPERATION OF RUNNING A NETWORK OF STATIONARY VIRTUAL CURRENCY EXCHANGE OFFICES

§1. DEFINITIONS

  1. Terms and Conditions - Regulations defining the rules of partnership of running a network of stationary virtual currency exchange offices.

  2. Cryptoterminal - Entity, which together with its affiliates, either personally or by capital, provides the Partner, on the basis of the Agreement, with the tools necessary to run a stationary virtual currency exchange office; ARI10.TERMINAL Sp. o.o. with its registered seat in Poznań, entered into the Register of Entrepreneurs of the National Court Register by the District Court Poznań - Nowe Miasto and Wilda in Poznań, VIII Economic Department of the National Court Register under KRS number: 0000855937, NIP: 7792517833, REGON: 386818336;

  3. Agreement - a partnership agreement concluded between Cryptoterminal and the Partner for running a network of stationary virtual currency exchange offices, the Terms and Conditions of which are an integral part;

  4. Transaction - an occasional transaction within the meaning of Article 2(2)(22) of the Act; the execution of offers for purchase or sale of Virtual Currencies by the Partner on behalf of the User, carried out on the basis of the Agreement with the use of the Partner Package;

  5. Partner - an entity operating a stationary virtual currency exchange office, executing a Transaction on behalf of the User, together with the withdrawal of funds in cash; for the purposes of these Terms and Conditions, Partner should be understood as a person representing the Partner, i.e. a person running a sole proprietorship in his/her own name, entitled to self-representation as a member of the board of directors, a proxy or any other person who has been duly granted a power to act for and on behalf of the Partner (proxy), unless something else follows from the content of a particular provision of the Terms and Conditions;

  6. User - a natural person at least 18 years of age, ordering the Partner to execute a Transaction;

  7. Offer - an offer within the meaning of Article 66 of the Civil Code of April 23, 1964, placed in order to conclude an Agreement;

  8. Act - the Act of March 1, 2018 on the prevention of money laundering and financing of terrorism, along with the amending acts.;

  9. Virtual Currency - virtual currency within the meaning of Article 2 (2) (26) of the Act; virtual currencies, i.e. a digital representation of value that is not:

    1. a legal tender issued by the National Bank of Poland, foreign central banks, or other public administrations,
    2. an international accounting unit established by an international organization and accepted by individual countries belonging to or cooperating with that organization,
    3. electronic money within the meaning of the Payment Services Act of August 19, 2011,
    4. a financial instrument within the meaning of the Act of July 29, 2005, on trading in financial instruments,
    5. a bill of exchange or check

    - and is exchangeable in business for legal tender and accepted as a medium of exchange, and may be electronically stored or transferred or may be subject to electronic commerce;

  10. Fees - fees for the execution of Transactions paid by the User, charged as the amount of Virtual Currency included in the Offer, which consists of:

    1. Transaction Fee - fee for payment intermediaries and exchange fees related to the execution of the Transaction;
    2. Commission - remuneration for the execution of the Transaction;

  11. Cryptoterminal Commission - included in the Commission, the remuneration of Cryptoterminal charged to the Partner in exchange for providing services to it under the Agreement;

  12. Initial Fee - fee for consulting on the implementation and operation of the virtual currency exchange office paid by the Partner to the contractor of these services, which is Ari10 sp. z o.o. with its registered office in Poznań, registered in the Register of Entrepreneurs kept by the District Court Poznań Nowe Miasto and Wilda in Poznań VIII Economic Department of the National Court Register under the number 0000837013, NIP 7831815010, REGON 38589319800000;

  13. Beneficial owner - natural person(s), who, due to his/her rights resulting from legal or factual circumstances, directly or indirectly controls the Partner, according to Article 2 Paragraph 2 (1) of the Act;

  14. Account - a part of the virtual space of the Ari10.Exchange website intended for the exclusive use of the Partner, in which Data and information on the Partner’s activities under the Agreement are collected;

  15. KYB - the Get to Know Your Customer process carried out during Registration, which includes Financial Security Measures, in particular, identification and verification of the Partner, persons acting on behalf of the Partner and the Partner’s beneficial owners, determination of the Partner’s structure, verification of the authenticity of provided documents, collection of data from other sources;

  16. Financial Security Measures - measures applied to the Partner, within the KYB process and during the implementation of the Agreement, as indicated in the Act, in particular: identification and verification of identity, identification of the beneficial owner, ongoing monitoring of business relations; monitoring of changes, updating of documents and data;

  17. Data - textual and graphic data, including personal data collected in the application of Financial Security Measures, including the KYB and Registration process, and generated on the basis of Data provided;

  18. GDPR - the General Data Protection Regulation of April 27, 2016, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, and all related acts.

  19. Partner Package - tools made available to the Partner within the framework of the Agreement enabling the execution of the Transaction, consulting services (support of the Partner in running the business of virtual currency exchange), know-how concerning the virtual currency market (training, educational materials, mailings), POS Device for the execution of the Transaction together with the IT system supporting the execution of the Transaction, manual for the operation of the POS Device in the form of a video, intellectual property rights, including future protection rights for trademarks and technological solutions, documentation necessary for the Partner’s operations, i.e., the Internal Procedure for Anti-Money Laundering and Countering the Financing of Terrorism referred to in Article 50 of the Act,

  20. Obligated Institution - in the case of these Terms and Conditions, it is an entity conducting business activities involving the provision of services referred to in Article 2, paragraph 1, item 12 of the Act;

  21. Credit Limit - the amount up to which a Purchase Transaction may be executed, taking into account the Partner’s settlement status for already executed Transactions and any collateral in favor of Cryptotermial established under a separate agreement;

  22. Deposit - the collateral granted by the Partner allowing the execution of Transactions above the established Credit Limit;

  23. Business day - any day from Monday to Friday excluding Saturdays and public holidays in Poland.

§2. AGREEMENT

  1. The subject of the Agreement is to provide consulting services, as well as to provide the Partner with a Partner Package that enables the Partner to conduct business in the field of trading in Virtual Currencies - to execute Transactions for the purchase or sale of Virtual Currencies.

  2. One of the elements for the Agreement to be concluded is the requirement for the Partner to submit an Offer by completing the registration form on the Cryptoterminal website, which will be available after the Partner has created an account under the Exchange on the bitcan.pl.

  3. The Offer is subject to the approval of Cryptoterminal, which depends on the results of the Partner’s KYB process.

  4. The Agreement is concluded when Cryptoterminal notifies the Partner, via e-mail to the e-mail address indicated during Registration, that the Offer has been accepted, together with documents for signature.

  5. Acceptance or rejection of the Offer shall take place no later than 14 days after its receipt by Cryptoterminal. Failure by Cryptoterminal to respond within the indicated period shall not constitute tacit or implied acceptance of the Offer; Application of Article 682 of the Civil Code is excluded.

  6. By rejecting an Offer, Cryptoterminal shall not be obliged to give reasons.

  7. It is necessary for the Partner to meet the minimum technical requirements:

    1. possession of a device allowing access to the Internet, equipped with a working operating system, e.g. Android, IOS, Linux or Windows with an up-to-date version of a web browser providing access to the resources of the Internet such as Internet Explorer, Opera, Mozilla Firefox, Safari, Google Chrome or another compatible one installed;
    2. having an active e-mail account and phone number.

§3. STATEMENTS

  1. The Partner declares that:
    1. the persons representing the Partner and its Beneficial Owners are not politically exposed persons within the meaning of Article 2, section 2, point 11 of the Act;
    2. as an obligated institution engaged in business activities involving the provision of services referred to in Art. 2 paragraph 1 point 12 of the Act, he/she is registered in the register of virtual currency activities referred to in Article 129m of the Act, or undertakes to obtain an entry in the aforementioned register immediately after the conclusion of the Agreement; the obligation indicated in the preceding sentence does not apply to existing Partners who, as of the date of acceptance of the Regulations, are a party to the Partnership Agreement for the operation of stationary virtual currency exchange offices, which means that existing Partners are required to obtain an entry in the aforementioned register by April 30, 2022;
    3. he/she meets the requirement of not having a criminal record, as referred to in Article.129n of the Act;
    4. he/she meets the requirement referred to in Article 129o of the Act, by which is meant that the Partner has knowledge or experience, confirmed by relevant documents, related to the Virtual Currencies business:
      • he/she has completed training or a course covering legal or practical issues related to the Virtual Currencies business, or undertakes to complete such training or course immediately after the conclusion of the Agreement; or
      • he/she performs, for a period of at least one year, activities related to the business of Virtual Currencies
    5. he/she is registered in the Central Register of Beneficial Owners and that the Partner’s data disclosed in the register have been correctly disclosed and are up-to-date, and in the event of changes, the Partner undertakes to immediately update the data in question. This provision does not apply to a sole proprietorship.

§4. REGISTRATION

  1. To register, a Partner creates an Account on Ari10.Exchange. He/she:

    1. provides an e-mail address;
    2. creates a password to access the Account;
    3. accepts the terms of service of Ari10.Exchange;
    4. confirms the creation of the Account through the activation link received at the e-mail address indicated in the registration form.

  2. At the moment of registration between the Partner and the administrator of Ari10.Exchange, an agreement is concluded for the management of the Account - for an indefinite period of time, to which the terms and conditions can be found at: https://bitcan.pl/en/documents. Ari10.Exchange administrator creates and maintains an Account for the Partner on behalf of Cryptoterminal and exclusively for the purpose specified by Cryptoterminal.

  3. Through the Account, the KYB process is carried out, in which the Partner:

    1. uploads a photo of an identity document: an ID card (both sides) or a passport (the side where the photo is; the photo should show all edges of the document and the following identification data:
      • name and surname,
      • phone number for authorization by SMS code,
      • nationality,
      • series and number of identity document,
      • PESEL (if assigned) or date of birth and country of birth,
      • photo,
    2. takes a selfie;
    3. sends a completed Know Your Business form indicating:
      • Details of the Partner (the entity that operates a stationary virtual currency exchange office):
        • Name,
        • Organizational form,
        • registered office address and business address (if different),
        • TIN (Tax Number),
        • Registered company number,
        • National judiciary register, if they have one,
        • type of business activity conducted,
        • bank account number,
        • Information on the purpose and nature of future business relations.
      • Identification data of all persons representing the Partner:
        • Names and surnames
        • Cod Numeric Personal or date of birth and country of birth
      • Identification data of all beneficial owners of the Partner (at least first and last names))
    4. Provides a statement of PEP, or politically exposed persons, regarding all persons representing the Partner and its Beneficial owners.

  4. To complete the KYB process, Cryptoterminal requires additional data, in particular:

    1. copies of identity documents of other persons representing the Partner;
    2. documents on the basis of which it will establish the Partner’s income and source of assets;
    3. a current copy of Registered Company Number;
    4. other documents to duly fulfill the obligations set forth in the Act.

  5. The Partner shall not disclose to any third party the access data to their Account.

  6. Cryptoterminal rejects the Offer and refuses to conclude the Agreement or terminates the Agreement without notice, if already concluded, in case:

    1. the Partner has failed to meet or has stopped meeting the requirements specified in the Terms and Conditions or indicated by Cryptoterminal;
    2. Cryptoterminal cannot apply one of the Financial Security Measures, in particular due to:
      • refusal to provide Data;
      • submission of incomplete, false or erroneous, unclear, illegible Data;
      • obsolescence of the Data;
      • failure to submit any of the required statements;
    3. the Partner has violated the Agreement, the Act or any other legal act, or a decision, or order of a court or other materially competent authority.

  7. In addition to the cases indicated in the paragraph above, refusal to conclude the Agreement or termination of business relations with the Partner without immediate notice may result from:

    1. the provisions of the Act or any other legal act, or the decision or ruling of a court or other competent substantive body;
    2. financial security measures applied to the Partner, in the KYB process or during the term of the Agreement, which showed suspicion that the Partner’s activities may be related to money laundering or terrorist financing or other crime.

§5. EXECUTION OF THE CONTRACT

  1. In executing the Agreement, the Partner shall act on their own and for their own account, using the Partner Package, their own infrastructure, and their own expenditures.

  2. The Partner shall bear full responsibility for compliance with the AML/CFT rules, including implementation and application of the provisions of the Act, the Agreement and Cryptoterminal’s guidelines.

  3. The Partner acknowledges that the POS Device together with the IT system for the execution of the Transaction is transferred upon the total payment of:

    1. Fees for the lease of the POS Device to Ari10 LLC (so-called subscription fee);
    2. deposit for the POS Device to Ari10 LLC ;
    3. initial fee to Ari10 LLC

  4. All property rights, copyrights, and other intellectual property rights, in particular the rights to the name and the Internet domain belong to Cryptoterminal, and the use of these rights may occur only in the manner specified and in accordance with the Regulations.

  5. The Partner may include other entities as a Partner - under the terms and conditions agreed in writing, under pain of invalidity, with Cryptoterminal.

  6. Within the framework of the Agreement, Cryptoterminal:

    1. will provide the Partner with a Partner Package;
    2. will provide the Partner with consultations necessary for running a stationary virtual currency exchange office;
    3. will supervise the proper execution of the Agreement by the Partner, the Partner’s employees and the Partner’s cooperating entities;
    4. will give the Partner binding recommendations on the implementation of the Agreement and interpretation of its provisions, in writing and by email.

  7. The Partner undertakes to comply with the provisions of the Act, in particular the Partner undertakes to:

    1. implement, apply and update the procedure on anti-money laundering and financing of terrorism;
    2. identify and assess the risks associated with money laundering and terrorist financing;
    3. apply to Users financial security measures that are proportionate to the identified risks;
    4. document and store, in the manner indicated in the Act, the applied Financial Security Measures and the results of ongoing analysis of the Transactions carried out;
    5. collect and provide the relevant institutions with the information provided for in the Act, in particular the prosecutor’s office and the General Inspector of Financial Information;
    6. cooperate with the General Inspector of Financial Information or Act enforcement agencies in case of suspicion of money laundering or terrorist financing or other crimes,
    7. implement measures of an organizational nature to carry out the tasks of mandatory institutions;
    8. implement and update the procedures indicated in the Act;
    9. implement the necessary training in the field of anti-money laundering and terrorist financing.

  8. The Partner is fully responsible for correct and factually correct provision of Data. By accepting the Terms and Conditions, the Partner declares that the Data provided by them, as part of the Registration and during the execution of the Agreement, are true and up to date.

  9. In the event of a change in the Data, the Partner agrees to immediately call and, no later than within two days, contact Cryptoterminal by sending an e-mail to [email protected] with the current Data, which in particular concerns:

    1. phone number(s) designated to receive SMS codes for approval of Transactions;
    2. bank account number;
    3. changes regarding the nature or scope of the Partner’s business;
    4. e-mail address;
    5. all data indicated in the KYB process, regarding the ownership structure of the Beneficial Owners.

  10. In addition to sending a message with updated Data referred to in the preceding paragraph, the Partner is also obliged to update the Data in the profile provided within the Account on Ari10.Exchange.

  11. If the Data provided is incomplete, untrue, or outdated, access to the Account and the Partner’s ability to execute Transactions for the User shall be blocked until it is completed or updated.

  12. The Partner agrees to cooperate with and provide reasonable assistance to Cryptoterminal for Cryptoterminal to perform any actions required by authorities, offices, or other authorized entities.

  13. The Partner undertakes to:

    1. purchase and sell Virtual Currencies exclusively at Cryptoterminal, for the duration of contract;
    2. consult with Cryptoterminal on ongoing or intended activities that may affect the performance of its obligations under the Agreement, in particular if they violate or may violate the non-compete provisions set forth below in the Terms and Conditions;
    3. comply with the provisions of the Agreement and its execution in a manner consistent with the provisions of law, in particular ensuring that:
      • the Transactions are carried out in accordance with the provisions of the Act and the regulations on personal data processing - the Partner declares that they have implemented and apply the provisions of the Act and the GDPR in their business operations;
      • the Partner’s representatives, subcontractors or other persons used by the Partner while executing the Agreement are familiar with the provisions of the Terms and Conditions, the Partner’s internal anti-money laundering and anti-terrorist financing procedure, as well as that such persons are trained in the provisions of the Act, basic knowledge of virtual currencies and use of the Partner Package;
    1. refrain from any activity that could affect the proper functioning of the POS Device, including interfering with the IT system or technical components; making any changes to the POS Device or the IT system intended for the execution of Transactions on their own, in particular by installing any applications; In the event of a violation of the provision set forth in the preceding sentence, the Partner shall immediately restore at its own expense the state prior to the violation, and Cryptoterminal shall not be liable for any consequences of such violation.
    2. immediately notify Cryptoterminal of the following:
      • use of any of the elements of the Partner Package by an unauthorized person or an event that may lead to such use;
      • use of the Account by an unauthorized person or an attempt to do so of which the Partner becomes aware;
      • an act, negligence or error that adversely affects or may adversely affect the Partner’s ability to perform the Agreement,
    3. maintain the POS equipment information system in the latest available version;
    4. upon termination of the Agreement - return the equipment provided under the Partner Package, along with its components and other elements, in an operable condition, fit for use as intended, with no signs of deterioration beyond normal use adequate to the duration of the Agreement, in original and undamaged packaging;
    5. not to use the Partner Package for purposes inconsistent with its intended use and beyond the implementation of the Agreement;

  14. If the Partner’s actions violate the provisions of the Terms of Use, the provisions of Polish Law, the rights of third parties, as well as in other justified cases, including when financial security measures are required against the Partner, Cryptoterminal may:

    1. refuse to conclude the Agreement;
    2. suspend the execution of the Agreement for a definite or indefinite period of time;
    3. make performance of the Agreement conditional on confirmation of data, submission of certain documents or giving explanations.

§6. PARTNER SUPERVISION

  1. Cryptoterminal shall be entitled to supervise the manner of performance of the Agreement, in particular with respect to:
    1. use of the Partner Package;
    2. use of the intellectual property rights of Cryptoterminal and Cryptoterminal’s personal and capital affiliates, with the understanding that any graphics that the Partner posts to mark its exchange office in the premises, outside the premises or on the Internet, containing graphic or word and graphic markings of Cryptoterminal or Cryptoterminal’s affiliates shall require prior approval of Cryptoterminal in writing or by e-mail.
  2. At the request of Cryptoterminal, the Partner, within two Business Days from the date of such request, undertakes to confirm in the form of a written statement:
    1. that the Partner complies with the provisions of the Act, including, in particular, that the Partner applies Financial Security Measures with respect to Users and has implemented and complies with an internal procedure for the prevention of money laundering and terrorist financing; in performance of the obligation indicated in the preceding sentence, the Partner undertakes to provide Cryptoterminal with information and documents to support the statement of compliance of its activities with the Act;
    2. that the Partner complies with the regulations in the area of personal data protection, including, in particular, that the Partner processes Users’ data in a manner consistent with the GDPR and the provisions of the Act of May 10, 2018 on the protection of personal data; in performance of the obligation indicated in the preceding sentence, the Partner undertakes to provide Cryptoterminal with information and documents in support of the statement on the compliance of its activities with the GDPR and the provisions of the Act of May 10, 2018 on the protection of personal data;
    3. the statements indicated in §3 section 2 of the Regulations.
  3. Cryptoterminal shall recommend to the Partner to equip the premises where the Partner runs their business in accordance with the instructions of Cryptoterminal.

§7. LIABILITY

  1. The Partner acknowledges that they are responsible for the performance of the Agreement and the obligations arising therefrom and that they are liable for their acts and omissions.

  2. Except to the extent expressly stated in the Agreement, Cryptoterminal shall not be liable to the:

    1. Partner - with respect to actions under the Agreement, in particular, for the consequences of actions resulting from the application of Financial Security Measures or other actions taken pursuant to the Agreement, the Act or other legal regulations;
    2. User or any other person or entity - for the actions (or omissions) of the Partner with respect to the execution of the Transaction, in particular, for the actions or omissions of the Partner or third parties, as a result of which the Transaction was not executed or was executed incorrectly.

  3. Cryptoterminal shall not be liable for damages resulting from the Partner’s failure to update the Data, in particular to inform Cryptoterminal of a change in the:

    1. phone number(s) designated to receive SMS codes for approval of Transactions;
    2. bank account number;
    3. details of the Partner’s business covered by the KYB process;
    4. e-mail address;
    5. the status of employment in the Partner’s organization that may affect the performance of the Agreement, including access to Confidential information.

  4. The partner agrees to compensate Cryptoterminal for damages incurred in connection with the:

    1. penalties, fees, expenses, dues, charges imposed on Cryptoterminal in connection with the Partner’s act or omission in the performance of the Agreement or Transaction for the benefit of the User;
    2. Partner’s failure to comply with the provisions of the Act;
    3. Partner’s breach of its representations, warranties or obligations under the Agreement;
    4. failure to perform or improper performance of the Transaction for the benefit of the User.

  5. In no event shall Cryptoterminal be liable in tort, contract, including negligence or breach of statutory duty arising from any cause, misrepresentation or otherwise, for:

    1. damage suffered by the Partner, including loss as well as failure to make profits;
    2. incorrect fulfillment by the Partner, as an obligated Institution, of its obligations under the Act;
    3. blocking, seizure or freezing of the Partner’s or the User’s funds by competent entities or judicial authorities under applicable laws, including, in particular, under the Act or enforcement regulations;
    4. refusal to execute Transactions or termination of business relations with the Partner for reasons arising from the provisions of the Act, especially those arising from the application of Financial Security Measures;
    5. possible disruptions, including technical interruptions in the functioning of elements of the Partner Package, incompatibility with the Partner’s technical infrastructure, or for errors caused by the lack of updating the POS Device software after a new version becomes available, which result or may result in the
    6. non-performance or improper performance of the Agreement or Transaction to the User;
    7. the consequences of the Partner’s actions that constitute a violation of the Terms and Conditions, laws or morals;
    8. performance of the Agreement by the Partner, including the execution of the Transaction by the Partner, in a manner inconsistent with applicable laws;
    9. damages incurred by the Partner because of applicable legal regulations, changes in legislation, interpretations, recommendations, and guidelines of state authorities, including supervisory authorities.

  6. In case of disclosure of trade secrets, in particular disclosure of Confidential Information, the Partner shall be obliged to pay to Cryptoterminal a contractual penalty in the amount of PLN 200,000 (two hundred thousand zlotys) for each case of disclosure of trade secrets, in particular disclosure of Confidential Information.

  7. In case of violation of the obligation to procure Virtual Currencies (purchase or sell) exclusively at Cryptoterminal, the Partner shall be obliged to pay to Cryptoterminal a contractual penalty in the amount of PLN 200,000 (two hundred thousand zlotys) for each case of violation of this obligation. The provision indicated in the preceding sentence applies only to Transactions.

  8. In case of violation of Non-Competition, the Partner shall be obliged to pay to Cryptoterminal a contractual penalty in the amount of PLN 200,000 (two hundred thousand zlotys) for each case of violation of non-competition.

  9. The contractual penalties imposed on the Partner shall constitute contractual penalties within the meaning of Article 483 § 1 of the Civil Code Act (“It can be stipulated in the contract that compensation for damage resulting from non-performance or improper performance of a non-monetary obligation will be made by paying a specified sum (contractual penalty).”) and shall be payable within 7 days from the Partner’s call for payment.

  10. Notwithstanding the imposition of a contractual penalty, Cryptoterminal shall be entitled to claim compensation exceeding the amount of the reserved contractual penalty, under general rules.

  11. Partner acknowledges and accepts the circumstance that in the event of damage to the elements of the Partner Package, which applies in particular to the POS Device with its components, including packaging, the damage will be covered, to the extent applicable, from the Deposit.

§8. DURATION OF THE CONTRACT

  1. The contract is concluded for an indefinite period of time.

  2. The Agreement may be terminated at three months’ notice, sent in writing under penalty of invalidity.

  3. Along with the termination of the Agreement, the deposit agreement, if any, as well as the lease agreement for POS Equipment shall be terminated - in both cases automatically, without the need for additional statements.

  4. For important reasons for which Cryptoterminal is not responsible, Cryptoterminal may terminate the Agreement without notice, with immediate effect. The important reasons referred to in the preceding sentence include, in particular:

    1. Partner’s failure to settle within 5 days of the Transaction;
    2. Partner’s use of the Partner Package in a manner that violates the provisions of the Agreement or is inconsistent with Cryptoterminal’s guidelines, including installation of other applications on the POS Device, copying, and using documentation provided as part of the Partner Package in violation of the provisions of the Agreement;
    3. violation of personal rights, in particular the good name of Cryptoterminal or entities affiliated personally or by capital with Cryptoterminal
    4. Partner’s failure to comply with the AML/CFT rules, the provisions of the Act, the Agreement and Cryptoterminal’s guidelines;
    5. Partner’s failure, for at least three consecutive months, to execute any Transaction.

  5. Prior to the termination of the Agreement with immediate effect as referred to in the preceding article, Cryptoterminal may call upon the Partner in writing to immediately cease violations and remedy their consequences within three days.

  6. In any case and regardless of the mode of termination of the Agreement, Cryptoterminal shall be entitled to remuneration for services rendered until the date of termination of the Agreement;

  7. The Partner shall be obliged to settle all Transactions, the execution of which it began before the date of termination of the Agreement.

  8. Upon termination of the Agreement, the Partner shall immediately return the Partner Package to Cryptoterminal, as well as any documents in their possession containing Confidential Information related to the performance of the Agreement in question and shall surrender to Cryptoterminal items containing Cryptoterminal’s word and graphic markings, such as signs and other materials that may be used for promotion using Cryptoterminal’s marks.

§9. TRANSACTION SETTLEMENTS

  1. In the case of purchase of Virtual Currency:

    1. The User deposits funds to the Partner;
    2. upon confirmation of the deposit, the Partner instructs Cryptoterminal to transfer the purchased Virtual Currencies to the User’s designated wallet, minus Cryptoterminal’s Commission; the transfer of Virtual Currencies is done on behalf of the Partner.

  2. In the case of the sale of Virtual Currency:

    1. The User deposits Virtual Currency into the Partner’s wallet;
    2. The Partner, after receiving confirmation of the first posting of the Virtual Currency, executes the sale and transfers the funds to the User in the amount corresponding to the amount of Virtual Currency deposited by the User, after conversion at the current exchange rate, minus the Fees.

  3. The fee for the execution of a Transaction is charged automatically as an included part of its value each time; the details of a given Transaction in the information system of the POS Device are presented including the Fees.

  4. The amount of Fees shall be determined between Cryptoterminal and the Partner in the Agreement.

  5. When executing a Transaction for the benefit of a User, the Partner may reserve any value of the Fee for its benefit, unless Cryptoterminal has issued guidelines in this regard.

  6. Each time the value of the Transaction that the Partner may execute in favor of the User, shall depend on the balance of the Partner’s settlement with Cryptoterminal for previous Transactions executed by the Partner, considering that the Credit Limit of the Purchase Transaction is PLN 15,000 (in words: fifteen thousand zlotys).

  7. If the balance of the Partner’s settlement with Cryptoterminal on account of executed Transactions is negative even considering the Credit Limit, the possibility of executing a Purchase Transaction for the User is impossible, unless the Partner makes individual arrangements with Cryptoterminal confirmed in writing, by e-mail or by SMS for a specific Transaction.

  8. If the Partner executes Transactions under the conditions referred to in the paragraph above, the Partner shall immediately transfer funds to Cryptoterminal upon execution of the Transaction.

  9. To execute Purchase Transactions over the Credit Limit, it is necessary to provide collateral to Cryptoterminal in the form of a deposit or advance, based on individual arrangements.

  10. Cryptoterminal does not guarantee the Partner a certain level of income under the Agreement.

  11. Mutual debts arising from the executed Transactions shall be deducted within the framework of settlements between Cryptoterminal and the Partner, to which the Partner agrees; because of the deduction, the debts within the framework of settlements from the executed Transactions shall be cancelled up to the amount of the lower debt.

  12. Settlement resulting from the executed Transactions shall be carried out on a daily basis on Business Days and shall be based on the fact that the party (Cryptoterminal or Partner), which is entitled to the lower receivable at the end of the settlement day, shall be obliged to pay to the other party the difference to the receivable to which the other party is entitled, within 24 hours counted by the end of the billing day. Payment of the remuneration indicated in the preceding sentence shall be made:

    • for Cryptoterminal: to the bank account indicated to the Partner in the email sent at the end of the billing day from the address: [email protected]
    • for the Partner: to the bank account held in the Partner’s name, indicated by the Partner in the Agreement and in the profile of the created Account.

  13. If the Partner fails to pay the remuneration due to Cryptoterminal within 72h from the due date (the amount due becomes due on the date of the Transaction), Cryptoterminal will cease to provide services to the Partner and will disable the Partner’s ability to execute Purchase Transactions on behalf of Users (the Partner retains the ability to execute Sale Transactions to settle the balance). Restoration of availability is possible after posting of the outstanding balance and contacting Cryptoterminal.

  14. In case of non-payment of the settlement resulting from the executed Transactions within a week from their due date, Cryptoterminal is entitled to deduct the required amount from the Deposit, to which the Partner agrees. The deduction does not require the submission of additional statements. If the Deposit was granted in Virtual Currency or any digital assets, they will be converted at the exchange rate in effect on the date of deduction.

  15. During the execution of the Transaction, the Partner generates a wallet for the User (in the name and on behalf of the User), in which the Virtual Currencies purchased by the User are stored.

  16. The Partner may also generate a wallet on their own behalf and store the Virtual Currencies purchased by the User therein for the User. In this case:

    1. The User receives a written confirmation from the Partner containing the address of the wallet and the assigned code;
    2. The Partner informs the User about the necessity of not disclosing the wallet code to third parties and the obligation to store it in a secured manner.

  17. The Partner acknowledges and accepts the circumstance that:

    1. is responsible for the Virtual Currencies stored for the User;
    2. is responsible to the User for their correct settlement;
    3. the Virtual Currencies stored on the wallet cannot be transferred to other wallets; the Partner is obliged to inform the User that the deposited Virtual Currencies can only be sold and there is no possibility of their transfer.

  18. The storage of Virtual Currencies referred to in the preceding paragraphs shall be in perpetuity and shall not carry any cost to either party to the Transaction.

  19. In case of deposit in different assets, the Commission shall be calculated according to the value of the Commission assigned to the asset, the value of which is higher.

§10. INTELLECTUAL PROPERTY

  1. Cryptoterminal owns and preserves copyrights and all other intellectual property rights to all elements of the Partner Package, prepared for the purpose of executing the Agreement opinions and other documents prepared in the execution of the Agreement, and constituting copyright works within the meaning of the Act of February 4, 1994, on Copyright and Related Rights, as well as ownership of the working materials prepared in the execution of the Agreement.

  2. Cryptoterminal owns and preserves copyrights and all other intellectual property rights to all content posted on https://ari10.com/pl/cryptoterminal, in particular to photos, descriptions, signs and graphic elements, software, graphics, code, user interface, text, layout and other copyright works on the website or elements of the Partner Package. In certain cases, Cryptoterminal holds licenses from third parties.

  3. Ari10 Terminal LLC. owns and preserves the copyrights and all other intellectual property rights to Cryptoterminal and all content posted on https://ari10.com/pl/cryptoterminal, in particular to the images, descriptions, characters and graphic elements, software, graphics, code, user interface, text, layout and other copyright works found on https://ari10.com/pl/cryptoterminal or holds licenses from third parties.

  4. Otherwise, the copyright and other intellectual property rights in the content of images, descriptions, signs and graphic elements, software, graphics, code, user interface, text, layout and other copyright works used in the performance of the Agreement, within the meaning of the Act of February 4, 1994, on Copyright and Related Rights, belong to entities affiliated personally or by capital with Cryptoterminal, in particular Ari10 LLC. and Bitcan LLC

  5. The Partner shall not use the copyright works and other intellectual property rights referred to in this paragraph of the Terms and Conditions in any manner other than for the performance of the Agreement, as specified in the Terms and Conditions and Cryptoterminal’s recommendations and guidelines provided to the Partner in writing or by email, unless Cryptoterminal gives the Partner explicit and prior consent in writing.

  6. Cryptoterminal grants to the Partner, for the term of the Agreement, a non-exclusive license to use certain elements of the Partner Package made available to the Partner individually - under the Terms and Conditions. The license is non-exclusive, limited to use only by the Partner for the purpose of executing the Transaction, non-transferable, without the right to grant sublicenses.

  7. The granting of the aforementioned license shall not imply any share, right or other title to any element of the Partner Package, the content of the websites used to implement the Agreement and other copyright works, which shall remain the exclusive property of Cryptoterminal or entities affiliated personally or by capital with Cryptoterminal.

  8. The License may be suspended or canceled at any time, especially in the situation of the Partner’s failure to comply with the provisions of the Agreement, acting unlawfully, violating or circumstances justifying suspicion of violation of the Act.

  9. Upon termination of the Agreement, the license set forth in the Agreement shall expire and the Partner shall be obliged to return all provided materials and content in a condition not exceeding normal use.

§11. NON-COMPETITION

  1. The Partner undertakes not to conduct competitive activity, in relation to the activity conducted by Cryptoterminal or by an entity affiliated with Cryptoterminal personally or by capital, during the term of the Agreement and for a period of one year from the date of its termination. In addition, the Partner shall not enter into agreements that coincide in whole or in part with the subject matter of the Agreement and shall not undertake activities related to the trading of Virtual Currencies on any basis other than the Agreement (“Non-Competition”).

  2. Non-competition means in particular:

    1. operating a competitive enterprise on their own behalf or through a third party,
    2. providing work, regardless of the basis (employment contract, contract of mandate, contract for work, etc.), to a competing entity, including providing consulting services to competing entities, engaging in competing interests, participating in a competing company as a partner or member of such a company;
    3. entering into agreements with employees or persons providing services to Cryptoterminal or another entity related to Cryptoterminal personally or by capital, work on any other basis (employment contract, contract of mandate, contract for work, etc.), recommending the above-mentioned persons for positions in other entities not related to Cryptoterminal, recruiting such persons. The limitation indicated in the preceding sentence shall include employees and persons performing work for Cryptoterminal or an entity related to Cryptoterminal personally or by capital - on the date of the Agreement as well as those persons who begin to provide work, on any basis, during the term of the Agreement.
    4. entering into contracts and agreements with contractors of Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital - to the extent of services and benefits that the contractor performs on behalf of Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital. The limitation indicated in the preceding sentence shall include contractors of Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital - on the date of conclusion of the Agreement as well as contractors whose legal relationship, regardless of its type, is established with Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital, during the term of the Agreement.

  3. Entities competing with Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital shall be natural persons, legal persons as well as unincorporated entities that run the same business organized in any legal form or whose scope coincides even partially with the scope of activity of Cryptoterminal or entities affiliated with Cryptoterminal personally or by capital, offer the same or similar services, to the same group of customers or undertake activities aimed at directing their services to the same group of customers (potential markets).

  4. Violation of Non-Competition shall constitute a breach of the Agreement and grounds for its immediate termination without notice.

  5. The non-competition clause is not territorially limited; it is valid in Poland and abroad.

  6. Non-competition is extended not only to the Partner, but also to entities connected personally or by capital with the Partner, employees, and associates of the Partner.

  7. Non-competition shall not apply in cases where the Partner obtains the explicit consent of Cryptoterminal, in writing or in the form of an email, to undertake a given activity. The consent referred to in the preceding sentence will always apply only to the specific case with respect to the Partner who has made an inquiry to Cryptoterminal in this regard, and in no case may the Partner consider it to be a complete exemption from non-competition or overinterpret it.

§12. CONFIDENTIALITY

  1. The Partner undertakes to keep a trade secret within the meaning of Article 11 of the Anti-Unfair Competition Act of April 16, 1993, and in particular to keep any Confidential Information obtained in connection with or in performance of the Agreement a secret.

  2. Confidential Information (“Confidential Information”) shall be any and all information, data, techniques, plans, strategies, or trade secrets concerning Cryptoterminal and Cryptoterminal’s personal or capital affiliates communicated to the Partner in any manner and form during the term of the Agreement or during the pre-negotiation stage of the Agreement, whether patentable, copyrightable, or not, which are not available to the public, and including, in particular, the following:

    1. all economic, financial, technical, technological, commercial, organizational, legal, personal, know how information;
    2. information related to the subject matter of Cryptoterminal’s operations and entities affiliated personally or by capital with Cryptoterminal
    3. information related to the content of concluded contracts and their execution, authorizations, licenses,
    4. directions of development of Cryptoterminal and entities related personally or by capital to Cryptoterminal;
    5. information on the Partner Package and applications, information systems, source codes and other elements for the execution of Transactions on which the functioning of Cryptoterminal is based.

  3. The obligation to keep Confidential Information a secret does not apply to:

    1. a situation in which Cryptoterminal agrees in writing to exempt the Partner from this obligation;
    2. Circumstances constituting facts that are generally known or previously made public;
    3. situations in which their disclosure by the Partner will be necessary due to applicable laws, in which case the Partner undertakes, to the extent legally permissible, to provide Cryptoterminal with details of the disclosure within three days of the disclosure.

  4. The Partner is obligated to keep the Confidential Information a secret both during the term of the Agreement and for two years after its termination.

  5. Cooperating entities and employees of the Partner are responsible for keeping the Confidential Information a secret as much as the Partner.

  6. The Partner shall be liable for violations of trade secrets and disclosure of Confidential Information specified in this paragraph of the Terms and Conditions, caused by acts or omissions of cooperating entities or employees of the Partner.

§13. PERSONAL DATA

  1. Cryptoterminal processes personal data in accordance with the provisions of generally applicable law, including in particular the GDPR and the Act of May 10, 2018, on the protection of personal data.

  2. Information on the principles of processing of the Partner’s personal data is contained in the Privacy Policy constituting Appendix No. 1 of the Terms and Conditions.

§14. COMPLAINT PROCEDURE

  1. The Partner shall submit complaints regarding the implementation of the Agreement immediately after the occurrence of the circumstances giving rise to the complaint.

  2. The complaint may be submitted electronically to [email protected] or in writing to the address of Cryptoterminal’s headquarters.

  3. The complaint should contain at least the e-mail address assigned to the Partner’s Account, a description of the reported objections and the expected manner of resolving the matter.

  4. If the data or information provided in the complaint needs to be supplemented, in order to properly consider the complaint and satisfy the request of the complainant, before considering the complaint, Cryptoterminal will ask the Partner submitting the complaint to supplement it in the indicated scope and time limit. Failure to meet the deadline means that the complaint cannot be considered and is subject to dismissal. The action of summoning the complainant to supplement the complaint shall interrupt the time limit for its consideration.

  5. Cryptoterminal shall consider the complaint within 30 days from the date of its receipt in the correct version indicated in the Regulations.

  6. The response to the complaint is sent only to the e-mail address assigned to the Account. In justified cases, the Administrator may send a response to another e-mail address, indicated by the complainant, which is not assigned to the Account.

§15. FINAL PROVISIONS

  1. Cryptoterminal may amend the Terms and Conditions in the event of:

    1. the need to adapt the Regulations to changes in the law, obligations or recommendations imposed by competent authorities;
    2. dictated by security reasons, prevention of abuse, improvement of security or protection of privacy;
    3. technological or functional change;
    4. changes in the scope or manner of performance of the Agreement.

  2. In the case of existing Partners who, on the date of acceptance of the Terms and Conditions, are a party to a partnership agreement of running stationary virtual currency exchange offices, the Terms and Conditions shall supersede all previous agreements and understandings concluded between the Partner and Cryptoterminal.

  3. In the case of existing Partners who, as of the date of receipt of the Terms and Conditions, are a party to a partnership agreement for the operation of stationary virtual currency exchange offices, failure to accept the Terms and Conditions and to conclude an Agreement within 30 days of its receipt shall be equivalent to termination of all existing agreements and understandings concluded between the Partner and Cryptoterminal, including, in particular, the partnership agreement for the operation of stationary virtual currency exchange offices and concluded deposit and lease agreements.

  4. The amendment to the Terms and Conditions shall become effective on the date indicated by Cryptoterminal, after the amended version of the Terms and Conditions is made available to Partners.

  5. The Agreement shall be governed by Polish law; in matters not regulated by the Agreement, the relevant provisions of the laws commonly applicable in Poland shall apply.

  6. Any disputes arising from the Agreement shall be settled by the common court of law of competent jurisdiction in Poznan.

  7. Any appendices to the Terms and Conditions are an integral part of it, and thus constitute part of the Agreement.

  8. If some provisions of the Agreement are declared invalid by a judgment of a court or other authorized body, the remaining provisions shall remain valid, unless the circumstances clearly indicate that without the provisions directly affected by invalidity, the Agreement would not have been concluded.

Appendices:

Appendix no.1 – Privacy Policy

PRIVACY POLICY

§1. Basic information

  1. The administrator of the personal data is ARI10.TERMINA LLC with its registered office in Poznan, KRS: 0000855937, NIP: 7792517833, REGON: 386818336.

  2. Personal data shall be all information about a natural person identified or identifiable by one or more specific factors, including, in particular, device IP number, location data, Internet identifier and information collected through cookies and other similar technology.

  3. The Administrator shall be entitled to process the Partner’s personal data to the extent and for the purpose specified in the Terms and Conditions, in compliance with the data security requirements of the GDPR.

  4. Data shall be processed for the purpose of executing the Agreement, Transaction with the User, contacting the Partner, confirming the Transaction.

  5. Personal data of the Partners may be disclosed to entities entitled to receive them under applicable laws, including competent judicial authorities, as well as accounting offices, law firms, payment intermediaries and banks within the limits of applicable laws and competent authorities, including primarily under the Act. Personal data of Partners may also be entrusted to other entities cooperating with the Administrator. The transfer of data takes place only to the extent necessary. At the written request of the Partner, the Administrator will make available a list of entities to which it entrusts or makes available their personal data.

  6. The Partner’s personal data will not be transferred to a third country.

  7. In the cases and under the terms of the GDPR, the Partner has the right to access the content of their data and the right to rectification, deletion (subject to section 10 below), restriction of processing, the right to data portability, the right to object, the right to withdraw consent at any time without affecting the legality of the processing carried out on the basis of consent before its withdrawal.

  8. The Partner has the right to file a complaint with the supervisory authority if the Partner believes that the processing of personal data concerning him/her violates the provisions of the GDPR.

  9. In accordance with the GDPR, each person has the right to control the processing of data concerning them. At the request of the Partner, the Administrator is obliged to inform in writing about his/her rights and provide information regarding his/her personal data. The aforementioned right is granted no more often than once every 6 months.

  10. Properly secured copies of documents and information obtained because of the application of financial security measures set forth in the Act shall be retained until the expiration of the statutory obligation, i.e. for a period of five years from the last application of any financial security measure to the Partner, unless an authorized body requests an extension of the aforementioned period.

  11. The Partner’s personal data will not be processed by automated means, including profiling.

  12. Refusal to provide data is equivalent to the inability to complete the Transaction.

  13. Provision of data is voluntary, but necessary for the execution of the Agreement, and thus execute the Transactions.

Partner’s data is processed for:

  1. execution of the Agreement, including the execution of Transactions and handling of any requests made to the Administrator.

  2. Fulfillment of the Administrator’s legal obligation to perform their duties under the Act, including to the competent authorities, for tax and accounting purposes, and to handle complaints.

  3. Fulfillment of the Administrator’s legitimate interests, including marketing.

  4. Investigating or securing claims or defending against them.

  5. Based on the Partner’s consent - for marketing of the Administrator’s products or services or entities with which the Administrator cooperates. The list of such entities shall be made available by the Administrator upon individual request submitted in writing to the Administrator’s address, within 30 days of receipt of the request.

  6. Aaccountability, i.e. proving compliance with the regulations on the processing of personal data, the data are kept for the period in which the Administrator is obliged to keep the data, copies of documents, results of analyses carried out following the application of financial security measures - to document compliance with legal requirements and to enable control of their fulfillment by public authorities.

§3 Principles of personal data processing

  1. Personal data shall be processed by the Administrator in accordance with the regulations on personal data protection, including the GDPR.

  2. The Administrator shall select with due diligence and apply appropriate technical and organizational measures to ensure the protection of the processed personal data. Only persons duly authorized by the Administrator have full access to the databases.

  3. Personal data shall be protected by the Administrator against their disclosure to unauthorized persons, as well as other cases of disclosure or loss, and against destruction or unauthorized modification of the indicated data and information, using appropriate organizational safeguards, as well as safeguards of a technical and programming nature.

  4. Upon discovery of a violation of personal data protection, the Administrator shall, without undue delay, report this fact to the Partner, unless it is not justified by the scale of the violation.

  5. In the event of discovery of a violation, the Administrator shall take all possible measures to prevent or minimize the consequences of the violation.

  6. The Administrator may entrust the Partner’s personal data for further processing to another entity (hereinafter “Subprocessor”). The Subprocessor processing personal data on behalf of the Administrator shall comply with the same guarantees and obligations for the protection of personal data as those imposed on the Administrator. Subprocessors may be entities providing payment or technical services for the development and maintenance of IT systems and websites. Detailed information regarding Subprocessors may be made available to the Partner upon request. The Partner shall have the right to object to the Administrator’s catalog of Subprocessors, however, raising an objection or not accepting them may result in the necessity of terminating the Agreement and thus discontinuing the execution of the Transaction if a given Subprocessor is a key entity for its execution.

  7. The Administrator shall not be liable for data protection violations resulting directly from the Partner’s acts or omissions.

  8. To obtain additional information about data processing, the Partner may send a message in an electronic form to the Administrator’s address:

§4. Partner’s rights regarding the processed data

  1. Access to the content of its data and the right to rectify it,
  2. Deletion of data - subject to the provisions of this Policy,
  3. Restriction of processing,
  4. Data portability,
  5. Opposition to the processing of data based on the legitimate interest of the Administrator or to processing for direct marketing purposes,
  6. The right to withdraw the granted consent at any time without affecting the legality of the existing processing (if processing is based on consent),
  7. The right to lodge a complaint with a supervisory authority if the Partner considers that the processing of personal data violates the provisions of the GDPR.

§5. Sharing personal data:

  1. Personal data shall be made available to other entities cooperating with the Administrator in providing services by electronic means - execution of Transactions, and which provide payment and technical services, among others, support the promotion of offers, cooperate in marketing campaigns.
  2. Personal data may also be transferred to public authorities in cases specified in the Act.
§6. Period of storage of personal data

  1. Personal data processed for the performance of the Agreement and for the purpose of fulfilling a legal obligation shall be kept for the term of the Agreement and thereafter for the period under the Act.

  2. In addition, personal data shall be kept for the time necessary for:

    1. servicing the Partner (e.g., handling complaints);
    2. securing or asserting claims;
    3. fulfilling a legal obligation (e.g. under tax or accounting regulations).

  3. Personal data that are processed for the purpose of marketing products or services, based on legitimate legal interest, are processed until the Partner objects.

  4. Data processed based on the Partner’s consent shall be processed until the consent is withdrawn.

  5. After the expiration of the processing period, the data shall be irreversibly deleted or anonymized.

  6. Data shall also be processed in connection with making security copies, testing changes in IT systems, detecting irregularities, or protecting against abuse and attacks.

  7. Data shall not be transferred to countries outside the European Economic Area (EEA).

ARI10.TERMINAL Sp. z o.o.

ul. Dąbrowskiego 77A | 60-529 | Poznań | POLAND

REGON: 386818336 | NIP: 7792517833 | KRS 0000855937