Termeni și condiții de utilizare

V3.5, May 2021

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These terms of service (hereinafter referred to as the “Terms of service”) are entered into by and between the customer (hereinafter referred to as the “customer”, “you” or the “user”) and the operator of the Tokero platform, made available through the website domain tokero.com or the app “Tokero” available in app stores (the “Platform”).

The provider and operator of the Tokero Platform is Globe Monnaie SRL, a limited liability company incorporated and existing in accordance with the laws of Romania, registered with the Trade Registry under no. J16/1839/2017, sole registration code 37865699 and VAT code RO44092588, with headquarters located at Bitcoin Center, Str. Brazda lui Novac, nr. 44, et. 1 Craiova, Dolj, Romania (hereinafter referred to as „Tokero” or the „Company”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE ACCEPTANCE BUTTON, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

  1. Agreement, Execution and Amendments

    1. Contractual relationship

      These Terms of service govern your use of and access to the services provided by the Company through the Platform (the “Services”) and have the legal effects of an agreement. By using the Platform, you agree to comply with these Terms of service, as well as with all policies, notices and information referred to herein / on the Platform, which you should read carefully and understand before using any Service. If you do not agree to these Terms of service or other terms referred to herein, you shall immediately stop the registration/activation of your account or stop using the Tokero Services.

    2. Acceptance of the agreement

      Before creating an account in the Platform, you must have read and accepted the Terms of service by clicking on the "I have read and agreed to the Terms of service" button. If you do not agree to abide by the Terms of service, as set forth below, you will not be able to use the Platform and you will not be able to use and access the Services provided by Tokero. All interactions with the users on the Platform are subject to these Terms of service.

      By accepting the Terms of service, you expressly agree with the general obligations, representations and warranties, as well as the provisions regarding the characteristics of the Services and the risks involved, liability and limitations, termination, applicable law and assignment, set out under Sections 4, 7, 8, 9 and 10 of these Terms of service.

    3. Duration of the agreement

      This agreement is concluded for an indefinite period and may be terminated as provided under these Terms of service.

    4. Further questions

      Please contact the Company if you have any questions with regard to this agreement. You will not be entitled to claim for voidance or rescission of this agreement on the ground that you did not read the Terms of service / other policies, notices and information provided on the Platform, nor on the ground that you did not receive any response / the desired response from Tokero to your questions.

    5. Changes to the Terms of service

      Any new features or tools developed in the Platform will also be subject to these Terms of service. Therefore, you should check the latest version of the Terms of service at any time you use/visit the Platform.

      Tokero may amend the Terms of service from time to time as needed, including as a result of future regulatory developments in the cryptocurrency field or as a result of changes in legislation, and transparently announce the updates on the Platform, without providing an individual notice to each user, except otherwise stated herein. The updated version of the Terms of service shall come into effect immediately and automatically upon being announced on the Platform insofar these have been made as a result of changes in the legislation or regulatory developments in the cryptocurrency field. The users will be informed about the changes related to the applicable fees on the Platform within 30 days prior becoming applicable and the users will have the possibility to accept or to not accept the amendment. In the latter case, they will not be able to use the Services available on the Platform. Other changes will be announced on the Platform in advance of their application. If you do not agree to the relevant amendment, you shall immediately stop using the Platform or the Services. If you continue using Tokero Services, either you shall be deemed as having accepted the updated version of the Terms of service or you have accepted expressly, depending on the type of change.

  2. Eligibility of Users

    To register an account on the Platform and use the Services, you hereby confirm your compliance with the eligibility criteria detailed below, which shall be deemed valid and repeated upon opening the account on the Platform, as well as at any time when using the Service/s or the Platform and throughout the entire duration when your account is opened on the Platform.

    1. Eligibility criteria for personal account users

      If you are registering to use a personal account, you confirm that you are an individual over 18 years of age, with full capacity to use and exercise the civil rights existing under the applicable laws of your jurisdiction.

    2. Eligibility criteria for corporate account users

      If you are registering to use the Services on behalf of a legal entity, with a corporate account, you confirm that: (i) such entity is a legal person or other organization duly incorporated and validly existing under the applicable laws of its jurisdiction of incorporation; and (ii) you are duly authorized by such legal entity to act on its behalf.

    3. Further eligibility criteria applicable to all users

      Additional eligibility requirements are applicable to all users, either registered with a personal account or with a corporate account, as follows:

      • You hereby confirm that you studied and understood how to use the Platform and the Services, all the risks related to the cryptocurrency market and to the specific cryptocurrency you decide to trade through the Platform.
      • You hereby confirm that you are not a United States citizen/ resident and not a politically exposed person within the meaning of the Law 129/2019 for the prevention and combating of money laundering and financing terrorism, as subsequently amended, transposing the Directive (EU) 2015/849 and the Directive (EU) 2018/843. Tokero may restrict the access to the Platform and to the Services to individuals located in other jurisdictions as well, on the grounds of the existence of restrictive local regulatory framework. However, irrespective of the verifications or restrictions applied by the Company, it is your responsibility to ensure and you hereby confirm that you will not use our Services if any applicable laws in your country/jurisdiction prohibit you from doing so in accordance with these Terms of service.
      • You hereby confirm that any and all personal data declared for the registration on the Platform and during the use of the Platform are correct, accurate, up-to-date and true.
      • You hereby confirm that you acknowledge and observe the applicable legal provisions, including as regards anti-money laundering requirements and that the funds or money invested, traded or obtained on/through the Platform do not have an illegal source and will not be used in illegal activities.
      • Except as expressly permitted by the Terms of service, you hereby confirm that you will not act as an intermediary, broker or trustee of any kind for any person and that you will not allow access of any kind to your account to any person other than yourself.
  3. Registration and Account

    1. Type of accounts

      In order to use the Tokero Services, all users must register on the Platform and open an account, providing all information required. The Company may refuse, at its discretion, to open an account for a user. The Platform has two types of accounts:

      • personal account – registered by individuals, and
      • corporate account – registered by legal entities.
    2. General requirements

      You agree to provide complete and accurate information when opening the account and agree to timely update any information you provide to Tokero, to maintain the integrity and accuracy of the information. You shall accurately fill in and timely update your email address, telephone number, contact address, postal code and other contact information, so that Tokero will be able to effectively contact you. You shall be solely and fully responsible for any loss or extra expenses incurred during the use of Tokero Service if you cannot be contacted through this contact information. You hereby acknowledge and agree that you have the obligation to keep your contact information effective and to take actions as required by Tokero if there is any change or update.

    3. User verification

      Regardless of the type of account the user will open on the Platform, the Company will perform several checks in order to comply with anti-money laundering legal requirements, including as regards the know your client (KYC) obligations. In this respect, please refer to the section AML/KYC. By accepting these Terms of service, you confirm that you are not included on any international sanctions list, nor a resident or a citizen of any locations subject to international sanctions, within the meaning explained under the AML/KYC section mentioned above.

    4. Registration of a personal account

      If an individual would like to use the Platform and the Services, he/she must register for a personal account. An individual can have only one personal account. The information required to register an account are: name, surname, e-mail address, telephone number, copy of an identification document (passport or identity card), a document revealing the bank account number (IBAN) having the user as an account holder and that will be used for deposits or withdrawals (bank account statement or a print screen from the bank app revealing the name and the IBAN of the user), a picture of the user holding the identification document and an individual code provided by the Company for identification purposes.

      In order to create the account, the user will set a secure password that meets the following security requirements: both lowercase and uppercase letters, one or more digits, some form of special sign and must be at least 8 characters long.

      You shall be solely responsible for the safekeeping of your Tokero account and password and you shall be responsible for all activities under your log-in email, Tokero account and password. You hereby agree that:

      • you will notify Tokero immediately if you are aware of any unauthorized use of your Tokero account and password by any person or any other violations to the security rules; and
      • you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the Platform/Services.
    5. Registration of a corporate account

      The corporate account can be held by a legal entity duly incorporated and validly existing under the applicable laws of the jurisdiction of its organization, provided that the eligibility criteria are met (Section 2 above) and the steps for registering are the following:

      1. Register a personal account in the Platform as per Section 3.4. above by an individual that is duly authorized by the legal entity to act on its behalf, account which will be used to manage the corporate account;
      2. Login before completing the corporate account registration form and provide the following information: legal entity name, status, fiscal identification number, national commerce registration number, EU registration number (EUID), headquarters address (country and address), website, phone number, e-mail address, the industry representing most of the company`s activity, detailed description of the *goods and services* your company provides to generate income, reason for opening a corporate account, bank name, IBAN having the legal entity as the account holder, expected monthly volume (EUR), entity net worth (EUR), entity liquid net worth (EUR) = circulating assets, whether the entity has politically exposed persons as representatives, colour scan/photo of your tax registration certificate and, where applicable, tax residency certificate issued by the tax authorities, colour scan/photo of all pages of your most recent the articles of incorporation, if you are incorporated in another country than Romania, (i) an updated excerpt from the commercial register or equivalent attesting the legal incorporation of the company/legal entity and (ii) a copy of the register of beneficial owners or equivalent in the country of registration, an organization chart displaying the ownership structure up to the beneficial owner(s ), if you are part of a fiduciary agreement or similar legal structures, copies of the registration statements filed with the fiscal authorities for the respective agreements/structures, colour scan/photo of a bank statement for the bank account you will use with this corporate account for deposit and withdrawals, identity documents (passport, identity card) for the legal representatives; identity documents (passport, identity card) for the beneficial owner(s). Please note: These documents must be provided either in English or Romanian language.
      3. Create full Tokero accounts for all company persons/representatives and anyone else that needs to access the funds. You can set dedicated corporate account permissions for each of these persons.
    6. Suspension or closing of the account

      If the Company has any reasons to believe that: (a) any information provided by you during registration or at any time thereafter is wrong, untruthful, outdated or incomplete, (b) the account is used by other person than the registered user, (c) the account is used for illegal activities or otherwise contrary to the applicable legislation, including the anti-money laundering regulations, or (d) the account is used in breach of any provisions of these Terms of service or other terms incorporated herein by reference, Tokero shall have the right to take either or all of the following actions: send you a notice to request clarifications and demand corrections, suspend your right to perform transactions on the Platform until the corrections are made or until the necessary clarifications are provided to the Company’s satisfaction, remove the relevant information from the Platform directly and, as the case may be, terminate all or part of Tokero Service to you. In such cases, Tokero will not be responsible for any direct or indirect loss and any adverse consequences resulting therefrom will be borne by you.

  4. The Services

    The Platform serves as a platform for cryptocurrency trading that can be performed either online or physically at the Crypto Spots partners. As detailed under Section 3 above, users must register and create an account with Tokero and deposit cryptocurrency into their account prior to trading. The users may, subject to the conditions set forth in these Terms of service, apply for the withdrawal of the cryptocurrency stored into their account.

    The users are fully independent and accountable for the decisions they take and for the trading actions they have on the Platform. Tokero does not provide trading, investment or consulting advice of any kind and it is not accountable for the use of the Platform.

    All users of the Platform and of the Services must understand the risks involved by cryptocurrency trading, subject to volatile market price movements, and are recommended to exercise prudence and trade responsibly within their own capabilities.

    The Platform serves merely as a venue of transactions, but Tokero cannot control the quality, security or legality of the coin involved in any transaction, truthfulness or accuracy of the transaction information, or capacity of the parties to any transaction to perform its obligations under the transaction documents. You shall cautiously make judgment on your own on the truthfulness, legality and effectiveness of the coin and information in question and undertake any liabilities and losses that may be caused thereby.

    Tokero may, at its sole discretion and without liability to you, with prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

    Tokero may, at any time and in our sole discretion, with a reasonable justification, refuse any trade submitted via the Services/Platform, impose limits on the trade amount permitted through the Platform or impose any other additional conditions or restrictions upon your use of the Services/Platform for creating your account or for trading, with a prior notice.

    The following Services may be accessed on the Platform:

    1. Crypto-to-fiat trading and fiat-to-crypto trading

      Upon properly registering on the Platform, the users may conduct cryptocurrency trading on the Platform with the observance of these Terms of service, as they may be updated from time to time.

      The Company informs the users through its Platform about the cryptocurrencies that can be traded (e.g., Bitcoin, Ethereum, Swingby, eGOLD, USDT, RSR), the fiat currency that can be used (e.g., RON, EURO), the minimum and maximums of the funds that can be traded and about the fees charged by Tokero for processing a transaction and the times for processing an order. All this information may be updated regularly by the Company, therefore the user should check the Platform anytime he/she desires to request an order.

      The transactions Services on the Platform are subject to fees. The user is presented with the applicable fees before entering the transaction. The acceptance of the Terms of service and the confirmation of the transaction constitutes agreement to pay all such applicable fees. The user will not be charged with any such fees in the unlikely event the transaction is rejected for any reason. The Company guarantees that the fees before entering the transaction will remain applicable for that specific transaction. Tokero may update from time to time the applicable fees. Any update of the fees will become applicable within 30 calendar days after you have been informed about the update through [_] and the user may or may not accept the updated fee within 15 calendar days or at the moment of requesting a transaction. Whether the users do not agree with the updated fees, they have the possibility to withdraw their funds held on the Platform before the updated fees will become applicable. In any case, whether the user did not expressly accept the updated fees within the aforementioned deadline, he/she will not be able to request any trade without accepting the amended Terms of service and including the updated fees.

      When the funds invested by the user are transferred to the Tokero Platform, the user will receive an information email. If the IBAN is identified, it is assigned automatically. If not, the user will receive instructions for loading the bank account statement.

      The moment of debiting the funds from the user’s bank account does not coincide with the moment of entering the funds in the Tokero accounts, most transfers being interbank and may require from several hours to several days for completion. The processing time of an order placed by the user can be instantly or even up to 4 banking days, usually 2 (two) banking days average. The processing time displayed on the Platform refers to working/banking days and working hours.

      Moreover, the moment of crediting the money in the bank accounts of Tokero does not necessarily coincide with the moment of their crediting in the user`s balance. The difference has grounds on the time required for specific checks on anti-money laundering legal provisions.

      The user should send fiat currency only from/to his/her bank account opened in his/her name and that was pre-authorized by the Company when registering/updating the account. In cases where the name on the payment order does not match the name of the Tokero account holder, the amount will not be credited to the balance. The user will receive an email with instructions for resolving the situation, but the time to resolve depends on the solution the user will choose, and the number of attempts required to succeed.

      [The users have the possibility to use the credit card as a method of payment in which case may also become applicable to the fees established by the users’ bank institution, as well as the additional time for processing the transfer of the funds by the bank institution. The user acknowledges that the Company is not responsible for any delay in processing the transfer of the funds by the bank institution or for any rejection of such transfer, as well as the user understands that in such case the Company will not be able to process the order until the funds are not properly transferred to its accounts. The payment will be performed through the secured web page of the payment services provider or a payment link will be generated by the payment services provider, for the purpose of processing the credit card payment. The Company does not undertake any responsibility regarding the payment method, nor about the payment processing, for which the entire legal, technical and operational liability is incumbent on the payment services provider. The credit card details for performing the payment will be received directly by the payment services provider and the Company will not access, store or save data regarding the credit card you may decide to use for payments. It is your responsibility to ensure that you provide all the details and permissions/approvals to the payment services provider, for the purpose of processing the payment. The Company may delay that the user wishes to perform until the processing of the credit card payment. We reserve the right to change the payment services provider at any time. In addition, you confirm that for the purpose of making the payment you will use only credit cards that belong to you and that you are authorised to use and that you will not use illegally or without being authorised payment instruments that belong to other persons.]

      The Company cannot and will not guarantee that the exchange rates displayed at the moment you decide to make an order and you request a trade will remain unchanged and applicable until the moment the order is completely processed (namely the cryptocurrency is credited on your account or the fiat is credited on your [bank account] OR [account on the Platform]), considering the volatile market price movements and the role of the Platform as a cryptocurrency exchange instrument. The user will receive from the Platform an information email with its possibilities. Therefore, the user acknowledges that he/she will bear the price movements and related risks in relation to the order placed and the user will decide whether to cancel the entire order or to update the order to be fulfilled partially.

      The user may order the withdrawal of fiat funds or cryptocurrencies available on its account. In case any limitations apply, these will be announced to the users on the Platform.

      The minimums and maximum value of deposits, payments and withdrawals of fiat funds and cryptocurrencies are specified in the table of minimums and maximums made available on the Platform – hyperlink here.

      The Platform does not provide exchanging services of fiat-to-fiat currency, only transactions to/from cryptocurrency being processed.

      The Platform also offers the users the possibility to keep the cryptocurrency bought/held until a further transaction and the users may check the available funds on their account. For avoidance of doubt, as mentioned above, the fiat currency is kept on the Company’s bank account, the user’s account on the Platform not having the features of a bank account. The fiat funds can be kept on the Platform only for [_] business days and in the event the user does not provide a specific instruction to use these fiat funds in a cryptocurrency trade, the fiat funds will be transferred back within [2 business days] to the bank account of the user pre-authorized with the Company on the Platform.

      The users acknowledge that Tokero does not pay interest on free fiat balances held in their account.

      The users confirm and understand that the cryptocurrency market is volatile, and they will bear any and all losses and risks deriving from the market price movements.

      Moreover, the users understand that the fiat funds held in their account are exclusively for the purchase of cryptocurrency or for withdrawal to the pre-authorized bank accounts, under the conditions set by the Terms of services, as they may be amended from time to time.

      Delisting of any cryptocurrency or fiat currency shall take place at the sole discretion of the Company, without the obligation to state its reasons for delisting of a cryptocurrency. Tokero shall announce the plan to delist a cryptocurrency or fiat fund at least two weeks (14 days) in advance. After this period, it will be no longer possible to provide/request new orders involving said cryptocurrency or fiat fund and all existing orders will be cancelled. The announcement of the delisting shall be made via e-mail sent directly to the user and by publishing information on the Platform. The users are obliged to order the withdrawal of delisted cryptocurrency or fiat funds or to trade the delisted fiat fund into another cryptocurrency. The user acknowledge that he/she will bear the risks deriving from any delisted cryptocurrency that cannot be withdrawn from the Platform due to objective technical impossibilities (e.g., the liquidation of the cryptocurrency’s blockchain), in which case such cryptocurrency shall be deleted.

      In the event of an error, whether through the Services, in a purchase order confirmation in processing your purchase, or otherwise, Tokero reserves the right to correct such error and to revise the purchase transaction accordingly (including charging the correct price/ exchange rate) or to cancel the purchase and refund any amount received. In any case, you will be notified and informed by the Company. Also, in case due to an error in the Platform upon performing a transaction, you receive a higher amount of fiat funds or cryptocurrencies in your account than you have been entitled to as a result of the transaction, you have the obligation to reimburse the excessive fiat funds / cryptocurrencies immediately or, as the Company may decide, you agree that the Company may perform such settlement on your account.

    2. Crypto Spots

      Tokero also offers to its users the possibility to trade the cryptocurrency with cash fiat currency at the Crypto Spots partners that have a corporate account on the Platform. The relevant information about the Crypto Spots and their location can be found on the Platform. The individuals that will use the trading services from the Crypto Spots partners will become users of the Platform and will be identified as becoming users through a Crypto Spot, if they are not already a user at the moment they decide to use the Crypto Spots. Through the Crypto Spots, the user is able to trade fiat-to-crypto and crypto-to-fiat, only using cash fiat currency.

      The individual that has no account in the Platform will have to provide a picture of the identification document (passport or personal identity card) in order to register on the Platform. The user of the Platform that wants to use the Crypto Spot will be identified through its telephone number. The maximum cash fiat amount that can be paid at the Crypto Spots is up to RON 5.000/person/day, according to the applicable legal provisions from the Company’s jurisdiction.

      When using the Crypto Spots that have a pad for cryptocurrency exchange, after being identified, the user will be informed about the exchange rates and will be provided with an QR code that should be used to fulfil the transaction. Through this QR code, the user will be informed about the address where the funds should be delivered. […]

  5. Intellectual property rights

    Any content provided by Tokero on the Platform, including (but not limited to) text, software content, video, music, sound, graphics, photographs, illustrations, names, logos, trademarks and other materials, in their entirety, as well as their elements (hereinafter collectively referred to as the "Content") are protected by copyright and / or related rights, trademark rights and / or other forms of intellectual property rights. The Content includes both content owned or controlled by the Company and content owned or controlled by third parties and licensed to the Company. All individual articles, reports, and other elements or the information and / or materials published on the Platform may represent a creation protected through copyright and / or related works. You acknowledge and agree to respect all our intellectual property rights as regards the Platform, as well as the additional notices or restrictions on the rights to access the Content on the Platform. At the same time, you agree that you may not use any of the Company`s trademarks or trade names without the prior express written consent of the Company and you acknowledge that you do not own any rights in relation to these names/brands or trademarks. You agree to notify Company immediately in writing when any unauthorized access to or use of the Platform by any party occurs or any claim that the Platform or any Content thereof infringes any intellectual property rights has been notified to you.

    You agree not to reproduce, copy, sell, or exploit any part of the Services provided through the Platform or the Platform itself, nor the use of or access to the Platform to any third party.

    You agree that you do not acquire any rights or licenses in relation to the Platform and / or the Content, except for the limited right to use the Platform in accordance with these Terms of service and to access and download information from the Platform according to the terms set out in this section, namely only one copy of the applicable Terms of service. Except as set forth in this section, you may not copy, reproduce, recompile, decompile, disassemble, reassemble, distribute, publish, display, amend, upload with the intent to create derivative works, transmit or exploit in any way any part of this Platform.

  6. Personal data protection

    In order to be able to use the Platform and to have access to the Services, Tokero has to process your personal data. The personal data will be processed in accordance with our Privacy Policy available on the Platform. In order to find more details on how your personal data are processed and your rights in relation to such processing activity, please access the link mentioned above. This Platform uses cookies. To find out more details about the cookies used in the Platform, their purpose, as well as how to deactivate them, please access the Cookies Policy available on the Platform.

  7. General obligations. Representations and Warranties

    1. Acknowledgement of the risks involved

      Tokero provides below some basic facts about the activity of purchasing cryptocurrencies addressed to all users of the Platform, irrespective of when and how they may decide to access the Services, for the purpose of alerting the users on the risks involved with trading assets in the cryptocurrency market. In addition, due to the fact that the cryptocurrency market is not regulated and is highly volatile, additional risks that have not been mentioned in these Terms of service may appear.

      Without limiting the generality of the foregoing, you agree with the following, which shall be deemed valid and repeated upon opening the account on the Platform, as well as at any time when using the Service/s or the Platform and throughout the entire duration when your account is opened on the Platform:

      1. You fully understand that the cryptocurrency market is volatile, subject to volatile market price movements that can expose your investment to a complete loss of the invested funds, The Company shall not be liable for any such risks or any adverse outcomes;
      2. You fully understand that the Company does not guarantee an exchange rate for a cryptocurrency, considering the unexpected movement of the rates or even their decrease to zero, beyond the control of the Company. Therefore, the Company recommends you to act prudent and to trade responsibly, considering your own financial resources. We recommend that you do not trade more than you can afford to lose;
      3. You fully acknowledge that you are fully independent and responsible for the decisions you take and that you will incur all losses and benefit from the earnings;
      4. You acknowledge and agree that you shall access and use the Platform and Services at your own risk, that you carefully considered is such activity is suitable for you and for your resources, that the Company does not provide trading, investment or consulting advice of any kind on the cryptocurrency market, that you substantially studied about the activity you want to perform on the Platform and about the cryptocurrency you want to invest in;
      5. You expressly acknowledge that the cryptocurrencies are not regulated financial instruments therefore, you do not benefit from the protection and guarantees associated with regulated financial services.
    2. Obligations, representations and warranties of the user

      You further understand and agree with the following, which shall be deemed valid and repeated upon opening the account on the Platform, as well as at any time when using the Service/s or the Platform and throughout the entire duration when your account is opened on the Platform:

      1. You will use the Platform with the observance of the applicable Terms of service, as they may by updated from time to time and the applicable legal provisions in your jurisdiction;
      2. You will not provide false, outdated, incomplete or misleading information while using the Platform and you will not encourage any individual to do so;
      3. You will not use our Services to support or engage in any way in an illegal activity, such as, but without being limited to fraud, money-laundering or terrorist activities;
      4. You will not use the Platform or our Services in any manner that could interfere with or negatively affect the Company or other users from using the Services, or in any way that could damage, disable or affect the proper functioning and use of the Services in any manner; For example you expressly agree to not request a transaction without having enough funds in your account by taking advantage of the processing time of the order – this case, the Company can, at its sole discretion, decide to terminate the agreement with you and close your account for abusing the Platform;
      5. You understand that it is your responsibility to determine what, if any, taxes apply to the trades you complete through the Services, and it is your own responsibility to declare and pay the correct tax amount to the relevant tax authority. You agree that Tokero is not responsible for determining whether taxes apply to the trades you perform or for collecting, reporting, withholding or paying any taxes arising from your trades;
      6. You understand and agree that Tokero uses the services of third-party providers, including platforms providing cryptocurrency exchange services, that may influence its activity and the provision of its Services. If you suffer loss from using such third-party product and service, Tokero will not be liable for such loss. You further agree that the Company will not be kept responsible for any errors, delays, discontinuities, suspension in the provisions of the Services due to its providers or in case the credit institutions where the bank accounts used for processing the transaction are opened refuse or delay the processing of the transaction / payment due to their own internal regulations or any other reasons. The Company will use its best endeavours to provide an answer of to process your order as soon as the Services will be available;
      7. You hereby understand and agree that the Company will not be liable for any losses or damages arising out of or relating to any inaccuracy, defect or omission of cryptocurrency exchange rates, any error or delay in the transmission of such data, regular or unscheduled maintenance carried out by the Company or by its suppliers and service interruption and change resulting from such maintenance, any damages incurred by other users’ actions (omission or violation) violating these Terms of service, any damage caused by illegal actions of other third parties or actions not authorized by the Company, any damage caused by any technical malfunctions, errors, placement by the user of an incorrect order, technical difficulties or slow/interrupted internet connections, technical difficulties or communication delays between the user and the Company or between the Platform and other platforms / providers it is interconnected with;
      8. You understand that the Platform is provided “as is” and may present bugs, discontinuities or errors and the Company does not provide a guarantee that the Platform will be uninterrupted or error-free, therefore Tokero will not be kept responsible for these, but will use its best endeavours to try to remediate the issues occurred. You also understand that the good functioning and use of the Platform and the Services depends on the cryptographic blockchain and that there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of any cryptographic blockchain-based digital information units, in particular but not limited to any value of any cryptographic blockchain-based digital information units.
      9. You explicitly acknowledge and hereby understand that your possibilities to withdraw from the agreement or to terminate the agreement are provided under Section 9 below;
      10. You will not use any device, software or subroutine to intervene or attempt to intervene the normal operation of the Platform or any ongoing transaction or activities on the Platform;
      11. You will not adopt any action that will induce unreasonable size of data loading on the network equipment of Tokero.
    3. Further acknowledgement by the user

      1. Without prejudice to the provisions of Clause 3.6, by accessing the Platform and using the Services, you agree that Tokero has the right to investigate any violation of these Terms of service (including other terms incorporated by reference), determine whether you have violated these terms and take the actions considered appropriate by the Company, in compliance with the applicable laws, without your consent or prior notice. Such actions may include, but are not limited to: block and closing order requests, freeze of your account, reporting incidents to competent authorities, terminating your agreement and closing your account;
      2. In addition, as required to maintain the order and security of transactions on the Platform, Tokero shall have the right to close relevant orders and take other actions in case of any malicious sale or purchase or any other events disturbing the normal order of transaction of the Platform. If your violation or infringement of these Terms of service has been determined by Tokero, at its sole discretion, Tokero shall have the right to terminate the agreement with you and to report the violations to the competent authorities.
  8. Liability and limitations

    If the user decides to use the Platform, he/she will do so on a voluntary basis and at his/her own risk, in full acknowledgement of all the risks presented under these Terms of service and by fully understanding all the obligations, representations and warranties undertaken herein.

    The Company does not state or warrant that the use of the Platform will always be uninterrupted, timely, safe or error-free, as such events may occur without being caused or controlled by the Company. Tokero uses its best endeavours to provide a reliable, accurate, error-free, free of viruses of other harmful components Platform.

    To the maximum extent permitted by the applicable law, Tokero’s Services or any information provided by or on behalf of Tokero are offered on an “as is” and “commercially available” basis, and the Company expressly disclaims and the user expressly waives any and all other warranties of any kind, whether express or implied, including but without being limited to the warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from the trade activities performed on the Platform, as well as that the results obtained from using the Platform will not always be as expected.

    Unless expressly required by the applicable laws or any of the following circumstances occurs, Tokero shall not have any duty to conduct preliminary review on information data, transaction activity and any other transaction related issues of all users. Whether Tokero has a reason to suspect that a particular user and a particular transaction may materially violate the law or these Terms of service, Tokero will act according to the law and to these Terms of service.

    Without limiting the application of these Terms of service, Tokero undertakes that, in the event of an actual and proven damage caused exclusively by Tokero to a user, to compensate the user up to the maximum value of the fees paid by the User for the Services during the last 6 (six) months before the occurrence of the event that caused Tokero`s liability, in compliance with the applicable legislation and the limitations permitted by the law.

    Tokero will not be held liable for damages, costs, processes, claims or expenses incurred as a result of the non-observance of these Terms of service by the users or for actions or omissions of the users or the third parties.

    The user agrees to hold harmless the Company, their affiliates, contractors and their directors/shareholders/officers/employers from and against any claim, proceeding, investigation or damages, including but not limited to fines, penalties applied by any competent authority, fees of the lawyers, court fees, arising from/in relation to: (i) the Services or the use of the Platform with the non-observance of the Terms of service (including other terms incorporated by reference) or the applicable laws, (ii) claim(s) that any use of the Platform by you infringes any intellectual property rights or any rights of a third party, is denigrative or defamatory, harmful or prejudicial to third parties; (iii) action(s) that lead(s) to any unauthorized deletion, addition, insertion, amendment or use of the Platform by you or (iv) any distortion or breach of the obligations, representations or warranties made by you and provided therein.

    The Company shall only be liable for any direct and foreseeable damage in the case of intent, gross negligence or in cases of physical damages caused to individuals by the Company. To the maximum extent permitted by the applicable laws, Tokero shall not be liable for indirect/ consequential damages, especially regarding damages to other software, loss of profit or third-party damage. Tokero shall not be kept responsible for damages caused by interruptions of the Platform that are necessary for maintenance work or to avoid network disturbances or that are caused by inevitable events outside of Tokero`s and any of its affiliates /providers` control (e.g., energy network disturbances, regulatory authority control, strikes, riots, environmental causes, pandemics, national or international conflicts, international or national sanctions against certain products/ services/ individuals/ countries, technical or legal limitations to cryptographic blockchain-based digital information units at any time or place worldwide, computer failures or criminal activities through third parties such as hacking / cyberattacks).

  9. Termination of the Terms of service

    1. Termination

      These Terms of services are effective until terminated by you or by Tokero.

      You may terminate these Terms of service at any time if you no longer want to use our Services, by deleting your account from the Platform. You may also opt out of some of our Services, in which case the Terms of service will continue to apply to the other Services you receive through the Platform. In the event you delete your account, Tokero will not have any duty to keep or disclose to you any information from your account or forward any information (such as your cryptocurrencies) you did not transfer to you or any third party before deleting your account. Tokero will refund to your pre-authorized bank account the fiat funds you had before deleting your account, but as regards the cryptocurrency held in your account you will be notified by the Company that you have the possibility to withdraw the cryptocurrency from your account within [_] days. If you delete the underlying account on the basis of which a corporate account was registered on the Platform, […].

      Tokero has the right to terminate, in whole or in part, the agreement entered into with you or to temporarily freeze or permanently freeze (cancel/delete) your account on the Platform at its sole discretion, whenever the Company notices or suspects a violation of the Terms of service (including all the situations provided herein) or of the applicable laws You will be notified about any of those actions and you will be informed about the possibilities you have (e.g., whether you are entitled, within [_] days, to withdraw the funds or to transfer them to another account/platform, whether the Company will transfer them to your bank account, whether all funds from the account will remain in full custody of the Company).

      After Tokero suspends or terminates the Service or the agreement entered into with you, your transaction activities prior to such suspension or termination will be dealt with according to the following principles and you will take care of your own efforts and fully undertake any disputes, losses or extra expenses caused thereby and you will keep Tokero harmless from any losses or expenses: Tokero will delete any order not processed or under processing; If you have reached any purchase agreement with any other member prior to the suspension or termination and such agreement has been partially performed, Tokero may elect not to delete the transaction, provided, however, Tokero shall have the right to notify your counterparty of the situation at the same time of the suspension or termination.

      In all cases of termination, Tokero shall have the right to keep and use the transaction data, records and other information that is related to such account, in order to comply with applicable legal provisions and to be able to provide any relevant information to the competent authorities, such would be the case of a tax control.

  10. Miscellaneous

    1. Applicable law. These Terms of service shall be governed and interpreted [according to the provisions of the Romanian law] OR [according to the law applicable within the jurisdiction the Company is duly incorporated in.]
    2. Disputes. Any disputes arising from or in relation to these Terms of service, including with respect to its conclusion, performance or cancellation, should be settled amicably by the parties and if the parties don’t reach an agreement, by the competent authorities, including the courts of law determined as per the applicable law.
    3. Assignment: You agree and expressly consent that the Company is entitled to assign any contractual rights and obligations arising from or in relation to the agreement or to assign partly or in whole the agreement to a third party acquiring the Tokero undertaking or parts of the undertaking (including the Platform or part of the Services).
    4. Acknowledgement. The Parties agree and stipulate that these Terms of service have been understood and acknowledged by both parties with full knowledge and understanding of its legal effects.
    5. Entire agreement. These Terms of service, together with the information and documents linked to them or referred to herein, contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.
    6. Waiver. Tokero’s failure or delay in exercising any right, power or privilege under these Terms of service shall not operate as a waiver thereof.
    7. Severability. The invalidity or unenforceability of any of these Terms of service shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect and Tokero will use its best endeavours to replace the invalid clause.
    8. Titles. The titles of various sections or clauses are inserted for ease of reference only and do not affect or limit the interpretation of the respective provisions
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