Zeply Terms of Use

Valid from 01.12.2022

PLEASE READ THESE TERMS OF USE OF ZEPLY OÜ (HEREINAFTER “TERMS”) CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. THESE TERMS APPLY TO YOU EITHER AS A PRIVATE INDIVIDUAL OR A COMPANY, ORGANIZATION OR ANY OTHER LEGAL ENTITY THAT YOU REPRESENT (HEREINAFTER “USER”, “YOU”) AND GOVERN YOUR USE OF THE SERVICES ACCESSIBLE AT HTTPS://APP.ZEPLY.COM/ as well as via native apps associated therewith (HEREINAFTER “WEBSITE”), INCLUDING THE TECHNOLOGY AND THE PLATFORMS ASSOCIATED THEREWITH, WHICH ARE OPERATED AND MAINTAINED BY ZEPLY OÜ (REGISTRY CODE 14729704) ADDRESS LASTEKODU TN 25-37, 10113 TALLINN, ESTONIA. (HEREINAFTER “ZEPLY”, “WE”, “US” OR “OUR”).

BY USING SERVICES OFFERED ON THE WEBSITE AND THEREIN (HEREINAFTER “SERVICES”), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU AGREE EITHER AS A PRIVATE INDIVIDUAL OR ON BEHALF OF A LEGAL ENTITY YOU REPRESENT TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE NOR ITS PRODUCTS.

ZEPLY RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE ALL OR PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON IN ACCORDANCE WITH SECTION 1.3 OF THESE TERMS. ZEPLY URGES YOU TO REVIEW THESE TERMS PERIODICALLY FOR CHANGES. YOU ACKNOWLEDGE THAT BY ACCESSING THE WEBSITE AFTER ZEPLY HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THE MODIFIED TERMS.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN CERTAIN JURISDICTIONS. IF YOU ARE A USER LOCATED IN THE UNITED STATES AND CANADA YOU AGREE THAT DISPUTES BETWEEN YOU AND ZEPLY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN THE UNITED STATES AS APPLICABLE, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Definitions

Zeply (We) refers to Zeply OÜ is registered at Lastekodu tn 25-37, 10113 Tallinn, Estonia. With registration number 14729704, and is licensed by the Estonian Financial Intelligence Unit under license number FVT000128., e-mail [email protected]

Account refers to the foundational virtual account, which is opened by Zeply for User to record on the Zeply platform their usage of Zeply Services, transactions, asset exchanges, and basic information.

Services refer to the services provided to Users by Zeply that are based on internet technologies and offered via Zeply websites, applications, and other forms (including new ones enabled by future technological development). Zeply Services include but are not limited to Crypto Assets or fiat currency exchange, transfer and receiving Crypto Assets, and usage of a crypto wallet to store Your Crypto Assets.

Crypto Exchange refers to transactions in which one crypto asset is exchanged for another crypto asset

Fiat Exchange refers to transactions in which a crypto asset is exchanged for fiat currencies or vice versa

Exchange Crypto Exchange and/or Fiat Exchange

Crypto Asset refers to a type of asset which can only and exclusively be transmitted by means of blockchain technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as (without limitation) Bitcoin, Ethereum, Litecoin etc, to the full and absolute exempt of the securities of any kind

Fiat currency refers to the government-issued currencies EUR, USD, and/or GBP

User (You) refers to all individuals, legal entities, institutions or organizations that access or use Zeply Services and who meet the criteria and conditions stipulated by Zeply

AML/KYC Procedure refers to the “know-your-customer” and anti-money laundering (AML) terrorist financing procedures are a set of policies, procedures, and technologies that prevent money laundering and terrorist financing process, as well as fraud and other financial crimes that Zeply has put in place before entering into a business relationship or conducting transactions with the User. As part of this process, Zeply may do anything that it deems necessary in order to identify Users, verify their identity, scrutinize and investigate User transactions, transfer User’s transaction data to the recipient of the transaction or comply with any applicable law or regulation

Website Our website app.stg.zeply.com and native apps associated therewith

Third-Party Content refers to the content provided by third parties, including without limitation links to web pages of such parties, which may be represented on the Website and other Services

Third-party service refers to any platform or network that is maintained by another party than Zeply

2. Enforcement & Amendments

2.1.These Terms constitute a binding agreement between Zeply and the User or the legal entity the User represents as soon as the User visits the Website and uses the Services either as a private individual or on behalf of a legal entity. By doing so, the User confirms that he/she has read and accepted these Terms in their entirety before finishing the Account registration procedure.

2.2. The User accepts that Terms may be updated by Us from time to time. If the User does not read and accept the Terms in their entirety they should not visit the Website and use or continue using the Services.

2.3 We reserve the right to alter, amend or modify these Terms from time to time, at Our sole discretion, provided that the modifications are required based on justified reasons (e.g. change in applicable laws, reasonable business interests of Zeply, or change in the Services offered by Zeply). We will provide You with notice of such changes by sending an e-mail, providing notice on the homepage of the Website, and/or by posting the amended Terms via Our Website and updating the date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting on the Website.

2.4. Zeply may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms.

3. Registration of Zeply Account and Registration requirements Registration

3.1 Before using Our Services all Users must apply for an Account Website.

3.2. To be able to use the Services User shall go through the registration process as well as anti-money laundering and know-your-customer (AML/KYC) verification and provide the information identified in this Section 3 or otherwise as requested by Us.

3.3. During the registration process, We will ask You to provide certain information to identify You personally and/or the legal entity that You represent. Such information may include, but is not limited to:

Your and/or the relevant legal entity’s email address;
Your first name, last name, and middle name (where applicable) and/or business name of the relevant legal entity
Your and/or the relevant legal entity’s phone number;
Your and/or the relevant legal entity’s address, state, province, ZIP/postal code, city;
bank account information in order to pay for products and/or services within the Services;
usage data;
date and place of birth (where applicable);
passport or national ID card and/or registry code of the relevant legal entity;
bank card statement;
prove of the address;
other information.

3.4. During the creation of the Account, You undertake as a private individual or on behalf of a legal entity to:

refrain from attempting to disguise Your actual location by using VPN or other methods while accessing or using the Website;
provide Us with information, documents, and data which is accurate, correct, up to date, and not misleading, including but not limited to e-mail and mobile phone number, which actually belong to You or the legal entity that You represent and shall be, therefore, verified. Access to the Services provided by Zeply is not allowed without verification of the e-mail and mobile phone number;
change the password, which is generated by Our Services automatically, for a strong password that You do not use for any other websites, online or off-line services;
activate 2FA (2-factor authentication);
maintain the security of Your Zeply Account and promptly notify us if You discover any suspicious activity related to the Account;
adhere to AML/KYC verification, which shall be applied to You or the legal entity that You represent in accordance with applicable regulatory requirements and these Terms. In addition to the initial AML/KYC verification, Zeply reserves the right to request additional information and documents, which are aimed, without limitation, to identify You or the relevant legal entity and/or to verify the source of Your or the relevant legal entity’s funds;
review Your local laws and regulations and continuously be aware of, and fulfill all such legal obligations in Your country and/or state of residence;
take responsibility for all activities that occur under Your Zeply Account.

3.5. Each User (including a natural person, business, or legal entity) may maintain only one Zeply Account at any given time and it is prohibited to create multiple User accounts.

3.6. You agree to provide complete and accurate information when opening the Account, and agree to timely update any information you provide to Zeply to maintain the integrity and accuracy of the information.

Eligibility

3.7. Prior to registration of the Account and use of the Services You represent, warrant, covenant, and agree either as a private individual or on behalf of a legal entity that:

You are at least 18 or are of legal age to form a binding agreement under applicable law;
You use Our Services at Your sole option, discretion, and risk;
You do not have an existing Zeply Account;
You accept these Terms as a private individual or on behalf of a certain company, organization, or other legal entity;
In the case of a private individual, You are at the age of full legal capacity and sufficient authorization to enter into these Terms and you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity and to access and use Our Services on behalf of such legal entity;
You and/or the relevant legal entity are/are solely responsible for any applicable taxes which may be payable while using Our Services or as a result of the transactions You have made using the Services;
You agree either as a private individual or on behalf of a legal entity to pay the fees for Exchanges completed via the Services as defined by Zeply, which We may change from time to time;
there are risks, associated with Internet-based systems, such as the failure of hardware, software, and Internet connections, such as any malfunction and unintended function;
You guarantee that Your or the relevant legal entity’s crypto assets belong to You or the relevant legal entity and they are not sold, encumbered, not in contention, or under seizure, and that neither exists any rights of third parties to Your or the relevant legal entity’s crypto assets;
You shall provide correct information for constructing Exchange. Such wallet addresses shall not be associated with terrorism, fraudulent, scam, or any type of illegal activity;
Your use of the Zeply Services will not violate any and all laws and regulations applicable to You or the legal entity on whose behalf You are acting, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

3.8. You further represent, agree, and warrant either as a private individual or on behalf of a legal entity, that You will not violate any law, contract, or third-party right or commit a tort by accessing or using the Services, and that You are solely responsible for Your actions and/or inactions while using Our Services. Without prejudice to the foregoing, You represent, agree, and warrant, that YOU WILL NOT either as a private individual or on behalf of a legal entity:

use Our Services or will immediately cease using those if any applicable law in Your and/or the relevant legal entity’s country and/or the state of residence prohibits or will prohibit You and/or the relevant legal entity at any time from doing so;
use Our Services to participate in fraudulent, scam, or any type of illegal activity;
exchange via Our Services or attempt to pay in crypto assets, which are obtained from illegal gambling activities; fraud; money laundering; terrorist activities; or any other illegal activities. With Our Services the User the relevant legal entity can only use crypto assets, which are obtained from legal sources;
provide false, inaccurate, or misleading information;
allow third persons to access Zeply Account belonging to You or the legal entity You represent;
attempt to modify, decompile, reverse-engineer, or disassemble Our software in any way;
use any robot, spider, crawler, scraper, or other automated means or interface not provided by Us to access the Services or to extract data;
attempt to circumvent any content-filtering techniques We employ or attempt to access any Service or area of Our Services that You or the relevant legal entity are/is not authorized to access;
develop any third-party applications that interact with Our Services without Our prior written consent;
attempt to disguise Your actual location by using VPN or other methods while accessing or using the Website;
Encourage or induce any third party to engage in any of the activities prohibited under this Section.

3.9. YOU AGREE EITHER AS A PRIVATE INDIVIDUAL OR ON BEHALF OF A LEGAL ENTITY TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS, AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE PROVISIONS OF THIS SECTION AND THE ENTIRE TERMS.

User Identity Verification and AML / KYC Procedure

3.10. During the registration process of the Account You have to provide the required personal data for identity verification. Such information will be used to verify Your identity, and identify traces of money laundering, terrorist financing, fraud, and other financial crimes through Us, or for other lawful purposes stated by Us. We will process such personal data in accordance with our Privacy Policy.

3.11. During registration, You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate.

3.12. Zeply reserves the right to apply additional AML/KYC procedures to User and/or legal entities that Users represent, and address by reviewing and assessing information and/or documents submitted to Us by You. In case Zeply initiates such an AML/KYC procedure, the User will be notified accordingly through the Zeply Account, including that the procedure has been completed.

3.13. In addition to the above, in certain cases, we may request You to provide information on the source of Your and/or the relevant legal entity’s wealth and/or the source of the particular funds and other relevant data in accordance with Our AML/KYC procedures.

Completing of registration

3.14 You will be able to use Our Services only after successful registration of an Account and successful completion of Identity Varication and AML/KYC Procedure. Upon successful registration of the Account, You will receive a notification through the Account, which includes the final status of the verification of whether You have acquired the full right to access the Account and use the Services. In case of successful completion of the registration, You may log in to the User Account using Your email address and password.

3.15. We may, at our sole discretion, refuse to register the Account for You subject to the outcome of the AML/KYC Procedure and any identity, fraud, I am and background checks including all other AML and terrorist financing checks.

3.16. We may, at our sole discretion, refuse You access to Our Services subject to the outcome of the AML/KYC Procedure and any identity, fraud, and background checks including all other AML and terrorist financing checks.

Account Security

3.17. The Account can only be used by the account registrant. We reserve the right to suspend, freeze or cancel the use of the Account by persons other than the account registrant. If You suspect or become aware of any unauthorized use of Your username and password, you should notify Us immediately.

3.18. You should be solely responsible for keeping safe the Account and Account credentials and be responsible for all the transactions under your Account. We assume no liability for any loss or consequences caused by authorized or unauthorized use of Your Account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements, etc.

3.19. By creating the Account, You hereby agree that You will notify Us immediately if You become aware of any unauthorized use of the Account and password or any other violation of security rules.

3.20. You will strictly abide by all mechanisms or procedures of Zeply regarding authentication processes, security, using Services, and withdrawal and you will take appropriate steps to log out from the Account at the end of each visit.

4. Zeply Services

4.1. Upon completion of the Account registration with Zeply, Identity Verification, and AML/KYC Procedure, you may use Our Services in accordance with the provisions of these Terms.

4.2. Our Services may provide You with the possibility to initiate transactions to exchange one Crypto Asset for another Crypto Asset (Crypto Exchange) or exchange Crypto Asset for Fiat currencies or vice versa (Fiat Exchange), to transfer Crypto Assets, as well as to store Crypto Assets in Your Zeply crypto wallet.

4.3. Zeply reserves the right to apply additional AML/KYC procedures to particular transactions of Crypto Assets or Fiat currency by reviewing and assessing information and/or documents submitted to Us by You. In case Zeply initiates such AML/KYC procedure, where appropriate in the sole discretion of Zeply the User will be notified accordingly through the Account, including that the procedure has been completed.

4.4. All agreements We enter into for the purpose of providing the Services to You are concluded in accordance with these Terms and any additional conditions (including fees, exchange rates, currency, and payment method You have selected), which are provided on Our Website and which become an integral part of the agreement between Zeply and the User at the moment when a particular transaction and/or Exchange of certain crypto assets is carried out.

4.5. By accessing Our Services, You agree that We have the right to investigate any violation of these Terms, unilaterally determine whether You have violated these Terms, and take actions under relevant regulations without Your consent or prior notice. Examples of such actions include, but are not limited to:

(a) blocking and closing Exchange requests or transactions;

(b) freezing Your Account;

(d) publishing the alleged violations and actions that have been taken;

Exchange Services

4.6. In order to initiate an Exchange transaction, You have to provide Us with a request to exchange (Exchange Request). Upon placing the Exchange Request, You have to specify the type and amount of the Crypto Asset or Fiat currency to be exchanged and select the crypto wallet You wish to perform the exchange.

4.7. If You place an Exchange Request We provide You with a rate for Exchange (exchange rate). It is the User’s responsibility to check the competitiveness of the exchange rate and decide whether to accept the exchange rate or not within the specified time. Your acceptance of the exchange rate authorizes Us to Exchange Crypto Assets or Fiat currency and complete exchange transaction. If You decline the exchange rate your Exchange Request will be canceled.

4.8. Zeply may execute Exchange Request and accept or reject the Exchange Request at its sole discretion, depending on market conditions and other factors at the relevant time.

4.9. Once Your Exchange Request was accepted You may not change, revoke, withdraw or cancel the authorization to complete the transaction. Once the transaction is processed, it cannot be canceled, withdrawn or reverted due to the digital currency protocols.

4.10. When You perform Exchange or use Our Services You acknowledge and agree as a private individual or on behalf of a legal entity that the Exchange may be processed through the third-party exchange service and that an additional fee may be applicable to such Exchange. You also acknowledge and agree that the exchange rates information made available via the Services and on Our Website are an estimation only and may differ from prevailing rates available via other sources outside of Our Services.

Transferring and receiving Crypto Assets

4.11. You may transfer Your Crypto Assets to another crypto wallet. To send Crypto Assets to another crypto wallet You must specify the address of the crypto wallet and the amount of the Crypto Assets You would like to transfer to another wallet, as well as truthfully and accurately fill in TravelRule data requested by Us. Your funds will need to be available in your crypto wallet before transferring.

4.12. You may receive Crypto Assets on your Zeply Account from another crypto wallet. In order to receive Crypto Assets, You have to specify the Crypto Asset address, type, and amount.

5. Information Privacy

5.1 Your registration of an account with Zeply will be deemed Your obligation to provide the required personal data for registration and identity verification. Such information will be used to verify Your identity, and identify potential traces of money laundering, terrorist financing, fraud, and other financial crimes through Us, or for other lawful purposes stated by Us. We will collect, use and share such information in accordance with our Privacy Policy.

5.2 You should ascertain that your or the relevant legal entity’s transactions and/or Zeply Account details are not disclosed by ensuring that You do not knowingly or accidentally share, provide, or facilitate unauthorized use of it.

5.3 WITHOUT LIMITING THE FOREGOING, ZEPLY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED AS A RESULT OF ANY INFORMATION SUBMITTED TO IT THROUGH THIS WEBSITE OR ANY CONTACT E-MAIL THEREOF OR FOR ITS TRANSMISSION OF INFORMATION TO ANY PERSON(S) OR ENTITY(IES) AS A RESULT OF A REQUEST FOR SUCH TRANSMISSION REASONABLY BELIEVED BY ZEPLY TO HAVE BEEN MADE BY SUCH PERSON OR ENTITY.

6. Risk Disclosure

6.1 Zeply does not and will not provide any investment advice or legal advice regarding Your or the relevant legal entity’s Exchange. You acknowledge either as a private individual or on behalf of a legal entity that only You are responsible for Your decisions and actions performed on Our Website and We will not make any personal recommendations for or advise You on the exchange of particular crypto assets. Before performing any exchange of crypto assets, You should carefully consider whether such an exchange is suitable for You or the relevant legal entity with Your or the relevant legal entity’s current circumstances and financial resources.

6.2 Be aware that crypto assets are generally assumed to be subject to high volatility due to them still being in the early stages of development, technologically and financially. Crypto assets do not necessarily have a specific form of protection or regulation by any governmental body, which means that by exchanging crypto assets, You or the relevant legal entity may not be able to enforce any guarantees or safeguards expected with regulated financial services.

6.3 THE RISK OF LOSS IN THE EXCHANGE OF CRYPTO ASSETS CAN BE SUBSTANTIAL, AND THEREFORE YOU OR THE RELEVANT LEGAL ENTITY SHOULD UNDERSTAND THE POSSIBILITY OF LOSSES ASSOCIATED WITH THE EXCHANGE OF CRYPTO ASSETS AND MUST ASSUME RESPONSIBILITY FOR ALL THE RISKS ASSOCIATED WITH SUCH EXCHANGES AND FOR THEIR RESULTS. YOU HEREBY AGREE THAT WE ARE NOT LIABLE FOR ANY PRICE FLUCTUATIONS IN CRYPTO ASSETS.

6.4 YOU HEREBY UNDERSTAND AND ACKNOWLEDGE EITHER AS A PRIVATE INDIVIDUAL OR ON BEHALF OF A LEGAL ENTITY, THAT ANY DELAYS ARE POSSIBLE; YOU AGREE AS A PRIVATE INDIVIDUAL OR ON BEHALF OF A LEGAL ENTITY TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS, AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXCHANGE DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.

7. Third-Party Content and Services

7.1 We have no control over Third-party services and We are not affiliated with such third-party services. You may be charged fees by a third-party service provider. Zeply is not responsible for any third-party services fees. You or the legal entity You represent are/are solely responsible for the use of a third-party service, and You agree either as a private individual or on behalf of a legal entity to comply with all terms and conditions applicable to any third-party service.

7.2 The exchange rates discrepancy is at any time possible due to the third-party algorithms.

7.3 While using Our Services, You may view Third-Party Content. We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, Your or the relevant legal entity’s business dealings or correspondence with such third parties are solely between You or the relevant legal entity and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and You understand either as a private individual or on behalf of a legal entity that Your use of Third-Party Content, and Your interactions with third parties, is at Your own risk.

8. Copyright Infringement

8.1. As Zeply asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If the material located on or linked to the Website or app violates any copyright, please notify Zeply at [email protected]. Zeply will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a User who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Zeply or others, Zeply may, at its discretion, terminate or deny access to and use of the Services.

9. Intellectual Property

9.1 All Our intellectual property assets (hereinafter “IP“), including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, colour schemes, and graphics are protected by local and international intellectual property laws and treaties.

9.2 We hereby grant You or the legal entity You represent a limited, non-exclusive, and non-sublicensable license to access and use Our IP only for Your personal use or in the case of a legal entity, only for commercial purposes intended for the performance of the obligations set out in these Terms.

9.3 In any case, You may not alter, modify, reproduce, distribute, or commercially exploit any materials, including text, graphics, video, audio, software code, User interface design, or logos.

9.4 The license granted under this Section will automatically terminate if We suspend or terminate Your access to the Services.

9.5 In case You upload or share any feedback, suggestion, idea, or other information or material (hereinafter “Content”) with us You undertake either as a private individual or on behalf of a legal entity to automatically grant us a worldwide royalty-free license to use Your or the relevant legal entity’s content. It becomes part of the public domain as long as it remains on Our Website and the Services. It can be used for marketing or any other purpose at Our sole discretion.

10. Data Protection

10.1. For more details on how We collect, store and process personal data, please see the Zeply Privacy Policy.

11. Limitation of Liability

11.1 The use of the Website is at Your own risk. Therefore, Zeply cannot be held liable for any malicious program that may infect the computer or mobile equipment or any other hardware or software when using Our Services, nor for any loss or alteration of data resulting from the use of Our Services. It is Your responsibility to take all appropriate measures to protect Your and/or the relevant legal entity’s data, computer systems or software from contamination by possible viruses, trojans, or, more generally, any computer programs that could be disseminated on a digital platform.

11.2 Zeply reserves the right at any time to suspend or block access to all or part of the Website and the Services for any reason whatsoever, notably for maintenance or updating or in the event of an attack on the Website.

11.3 Neither Zeply nor the User shall be held liable for a breach of the obligations set out in these Terms if the such breach can be attributed to force majeure.

11.4 In no event will Zeply be liable with respect to any subject matter of these Terms under any contract, negligence, strict liability, or other legal or equitable theory for:

any special, incidental, or consequential damages;
loss of profits;
the cost of procurement of substitute products or services;
for interruption of use or loss or corruption of data; or
for any amounts that exceed the amount paid by the User to Zeply under the relevant transaction.

11.5 Nothing in these Terms limits or exclude the liability of Zeply if such liability cannot be limited or excluded under applicable legislation.

12. Disclaimer of Warranties

This Website and the Services are provided “as is”. Zeply hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Zeply makes no warranty that this Website and the Services will be error-free or that access thereto will be continuous or uninterrupted.

13. General Representation and Warranty

13.1. User represents and warrants that:

13.1.1. use of the Services will be in strict accordance with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in User’s country, state, city, or another governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which the User reside) and

13.1.2. use of the Services will not infringe or misappropriate the intellectual property rights of any third party.

13.2. User undertakes to carry out its obligations without violating or becoming exposed to penalties under sanctions, export controls, or other laws, regulations, orders, directives, and decisions of the European Union, the United Kingdom, and the United States of America (hereinafter “Sanctions”). User represents and warrants that, at all times, during the performance of its obligations, it will not take any action that causes Zeply to violate or otherwise become exposed to penalties under any Sanctions.

14. Refunds

14.1 You must always provide accurate and correct information related to You or the legal entity You represent and/or the initiated transaction, Zeply shall not accept any liability for the results of Your own errors.

14.2 Right for a refund only applies to transactions made via Our Website services. We guarantee the right to refund for the transactions that were not yet processed, as well as transactions that were processed by fact, but due to technical errors attributable to Zeply were not credited to You on Your Zeply Account. Payments and transactions that are completed, e.g. crypto asset is sent to another wallet confirmed by You, are non-refundable, irrevocable, and cannot be changed.

14.3 Refunds that exceed the original amounts are not possible. Any amounts accepted by Zeply for a refund shall be returned to You or the relevant legal entity via the same method and same currency/assets that the initial transaction was made with. Unless Zeply is solely responsible for the actions that result in a refund, any costs and fees related to the refunds shall be deducted from the refundable amounts.

14.4 In case a third party initiates a fiat transaction directed to Your Zeply Account from an unauthorized bank account not coordinated with and not approved by Zeply, Zeply returns the amount to the third party via the same method and the same currency/assets that the initial transaction was made with. However, Zeply reserves the right to deduct any costs and fees from Your Zeply Account which were incurred by Zeply in order to return the unauthorized transactions to a third party’s payment account and to demand from You a contractual penalty in a reasonable amount for the breach of provisions under Section 6 of these Terms.

14.5 For refund requests please contact us at [email protected].

15. Indemnification

User agrees either as a private individual or on behalf of a legal entity to indemnify and hold harmless Zeply, its contractors, its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of the use of the Services, including but not limited to violation of these Terms.

16. Termination of the Agreement

Suspension of the Account or funds

16.1. You agree that We shall have the right to immediately suspend Your Account, freeze or lock the Crypto Assets or Fiat currency in such account, and suspend your access to Zeply for any reason including if We suspect any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. The above account controls may also be applied in the following cases:

the Account is subject to a governmental proceeding, criminal investigation or other litigation;
we detect unusual activities in the Account;
we detect the attempt to perform an illegal activity;
we detect unauthorized access to the Account;
we are required to do so by a court order or command by a government authority.

16.2. If We are informed that any Crypto Assets or Fiat currency held in Your Account are stolen or otherwise are not lawfully possessed by You, we may place an administrative hold on the affected funds and Your Account. If We do apply an administrative hold on some or all of Your funds or the Account, We may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Us has been provided to Us in a form acceptable to Us. We will not involve ourselves in any such dispute or the resolution of the dispute.

Termination of the Agreement and cancellation of the Account by Zeply

16.3. We may terminate the Agreement with You by canceling Your Account or by suspending Your access to and use of the Services with immediate effect, at our sole discretion for any reason, at any time, and without advance notice to you.

16.4. In case of any of the following events, We shall have the right to terminate the Agreement with You and shall have the right but not the obligation to permanently freeze (cancel) the authorizations of Your Account and withdraw the corresponding Account thereof:

after We terminate the Services to You;
You request termination of the Services or cancelation of the Account;
you allegedly register or register in any other person’s name as a User again, directly or indirectly;
You have violated the Law or these Terms;
the information that You have provided to Us or third parties is untruthful, inaccurate, outdated, or incomplete;
You refuse to provide certain data requested by Us with applicable regulatory requirements and/or (g) in accordance with applicable rulings, legal acts, or requests of competent authorities with jurisdiction over Our activities;
when these Terms are amended, You state your unwillingness to accept the amended Terms by applying for cancellation of Your Account or by other means; and
any other circumstances that in our discretion should result in the termination of

16.5. In addition to the above, Zeply reserves a right to suspend or terminate Zeply Accounts that were inactive for more than 6 months.

16.6. Should Your Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 5 years.

Termination of the Agreement and cancellation of the Account by User

16.7 You may either as a private individual or on behalf of a legal entity cancel Your relations with Us and terminate this Agreement and close Your Account at any time.

Remaining funds after termination

16.8. Prior to the closure of the Account that has a positive balance, Zeply will notify the User using the details provided by this User upon registration. If we are unable to contact the User despite Our reasonable efforts, Zeply Account shall be suspended and the funds from such account, less the withdrawal fee applicable at that time, shall be allocated to a suspense account. Management of the suspense account shall be subject to a fee of 15 euros per month. Once the balance is depleted or becomes negative, the Zeply Account shall be fully terminated.

16.9. Any costs related to contact the User and/or safekeeping the funds (if any), shall be debited from the User’s funds in question.

16.10. We maintain full custody of the Crypto Assets and Fiat currency and User data/information which may be turned over to governmental authorities in the event of Our Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law, or violation of these Terms.

17. Claim, dispute resolution, and applicable law

General Dispute Resolution Provision

17.1 If you have any concerns or disputes with Zeply, then you should contact Us first. We will attempt to resolve Your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute.

17.2. In the event the dispute cannot be resolved satisfactorily, and You wish to assert a legal claim, then you agree to set forth the basis of such claim in writing to Us. The notice of claim should be submitted to the email address [email protected].

17.3. You and We agree that any claims relating to these Terms or to Your relationship with Us as a user of the Services shall be brought against the other party on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and We further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties.

Special Dispute Resolution Provision for European Union and the United Kingdom Users

17.4. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Estonia. If you are not located in the United States or Canada, you agree that you will resolve any claim you have with us exclusively in the dispute authorities located in Estonia, City of Tallinn.

17.5. You have the right to settle extra-judicial complaints and disputes at the Estonian Consumer Disputes Committee. Settlement of a dispute in the Consumer Disputes Committee is free of charge. You can find additional information about the procedure here https://ttja.ee/tarbijavaidluste-komisjon .

17.6. You and Zeply agree that any claims relating to these Terms or to your relationship with Us as a user of Our Services shall be brought against the other party on an individual basis only and not as a plaintiff or class member in a purported class or representative action and you hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration.

Special Arbitration Provision for United States Users and Canada

17.7. If you are a user located in the United States or Canada, the terms in the “Special Arbitration Provision for United States Users” section below apply to you as well as General Dispute Resolution Provision set forth in Articles 17.1. – 17.3.

17.8. If you are a user located in the United States or Canada, You and We agree that any dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury and right to participate in a class action lawsuit, private attorney general actions, or class-wide arbitration.

17.9. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or, if applicable, parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be entered as a judgement and enforced in any court of law. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

18. Miscellaneous

18.1 These Terms constitute the entire agreement between Zeply and You or the legal entity You represent in relation to the use of the Website and the Services therein, and supersede all prior agreements and understandings, except as otherwise provided in these Terms.

18.2 Our failure to enforce any provision of these Terms or exercise any right thereunder on one occasion does not limit Our right to demand the performance or to exercise Our rights on subsequent occasions.

18.3 If any provision of these Terms is deemed invalid, null and void, or unenforceable for any reason whatsoever under any applicable law, such provision shall be deemed excluded from these Terms and the rest of these Terms will remain valid and enforceable.

18.4 Nothing in these Terms is intended to or shall be deemed to, establish any joint venture, partnership, consultancy, trusteeship, or agency between Zeply and You or the legal entity You represent.

19. Contact us

If You have any questions about these Terms, Our Website, or the Services in general, please contact us at [email protected]