1. SCOPE OF THESE TERMS

1.1. By using our Service, you agree to these Terms of Use (“Terms”, “Agreement”), that represent the entire agreement between you and LABELRAILS SP. Z O.O. (referred to as “ExchangeBerry”, “we”, “us”, or “our”). 

LabelRails is a company registered in the Republic of Poland operated by LABELRAILS SP. Z O.O., registered at Oginskiego 11 lok. 9, 03-318, Warsaw, Poland, and is registered as a Virtual Asset Service Provider under the registration number: RDWW-1424.

ExchangeBerry allows you to manage your First-party Fiat Funds transfers in EUR, by sending and receiving EUR in a virtual IBAN (vIBAN), and to manage your funds in Cryptocurrency, also by sending and receiving Cryptocurrency in a blockchain wallet address, through our Partner(s), in accordance with its terms and conditions, exclusively for exchange transactions. 

All Transactions involving Cryptocurrency must be carried out directly by the User and are not allowed on behalf of third-parties.

ExchangeBerry does not provide remittance services for EUR. Fiat transactions (EUR) are strictly limited to deposits and withdrawals intended solely for subsequent cryptocurrency exchange.

Services are provided in cooperation with our Partner(s). User’s use of the Services is hence additionally subject to the terms of our Partner(s) which you must accept before using the Services.

2. TERMS AND DEFINITIONS

2.1. In addition to the other terms defined elsewhere in this Terms of Use, the following terms shall have the meanings hereunder ascribed to them:

“Account” means the electronic money account maintained by our Partner(s) and held in the name of the User legal entity/individual in the ExchangeBerry system to use Services according to these Terms of Use. 

“Anti-Money Laundering, Counter-Terrorist Financing and Know Your Customer Policy” means Anti-Money Laundering, Counter-Terrorist Financing and Know Your Customer Policy (AML/СFT and KYC Policy), aimed at prevention of laundering of money derived from criminal activity and financing of terrorism, which constitutes an essential part of this Terms.

“Business Day” means any calendar day other than Saturday, Sunday or any other day on which banks are closed in the Republic of Poland.

“Confidential Information” means any information that you receive or learn as a result of using Services, or otherwise as a result of your access and use of the Services, which is confidential or proprietary to ExchangeBerry, its Affiliates, and/or its third-party licensors (including any Third Party Technology Provider), including any information derived from, or relating to Services or associated with ExchangeBerry business operations, business plans, pricing, fee schedule(s), commission, financial data, technology, regardless of whether or not such information is designated as confidential.

“Cryptocurrency” means a cryptographically secured digital representation of value or contractual rights that uses distributed ledger technology and can be transferred, stored or traded electronically.

“Currency” means Cryptocurrency and/or Fiat Funds.

“Currency Pair” means any two Currencies that are available to exchange.

“Data” means all data and other information accessible from or generated by or through the Account and/or otherwise provided to you by ExchangeBerry hereunder, including, without limitation, information regarding bids, offers, pricing, spread, trading volume, block trades and liquidity.

“Deposit” and any term derived means an advance payment operation involving a transfer of Funds to the Account by the user for the purpose of future Transaction with ExchangeBerry.

“Exchange Rate” means the value of one Currency for the purpose of conversion to another.

“Fees” mean any rewards, charges and/or commissions paid to ExchangeBerry by Users, which are established by ExchangeBerry and available in English via the following link — Fees & Limits.

“Fiat Funds” means government-issued currency that is designated as a legal tender in its country of issuance on the legislative level.

“First-party Fiat Funds transfer” means the movement of Fiat Funds between accounts that are owned by the same person or entity.

“Funds” mean the amount of Cryptocurrency and/or Fiat Funds that are placed into the Account and used during the execution of Transactions.

“Governmental Authority” means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory and/or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

“Law” means all applicable laws, regulations, judgments, decrees, treaties, ordinances, orders and rulings, interpretations and statements of policy of any Governmental Authority or regulatory or self-regulatory organization, authority, agency or body, in each case which has jurisdiction over ExchangeBerry, User, or their respective operations.

“Order” is a bid or offer entered by User in the Account, which expresses User’s firm willingness to enter into Transaction with respective ExchangeBerry Order.

“Partners” mean authorized or regulated financial institutions, providers of processing and such other third parties as we may partner with from time to time.

“Person” means an individual, partnership, limited partnership, corporation, limited liability company, joint-stock company, unincorporated organization or association, trust or joint venture, or other forms of legal entity, or a Governmental Authority or political subdivision thereof. Person also means the Person’s Representatives, successors or permitted assigns.

“Personal Data” means information that identifies an individual, such as name, address, email address, trading information and banking details. Personal Data does not include anonymized and/or aggregated data that does not identify a specific User.

“Privacy Policy” means rules of collection, storage, distribution and protection of Personal Data that ExchangeBerry obtains from Users and that constitutes an essential part of these Terms, and available in English via the following link — Privacy Policy.

“Transaction” means a Transaction for the purchase or sale of one Currency in exchange for another Currency for settlement less than two Business Days after the time that such Transaction is entered into.

“Term” means the term of this Terms that shall commence upon acceptance by you of this Terms according to the procedure defined in the recitals of this Terms and shall continue as long as you are authorized to use the Services, subject to any earlier termination in accordance with this Terms.

“Third Party Technology Provider” means a third party software and/or technology provider, whose products or services might assist ExchangeBerry in maintenance and operation of the Website and/or Services.

“User” means any Person, who is registered with ExchangeBerry and has agreed to the terms and conditions of this Terms.

“User Account Data” means User’s data necessary to access and use the Services, that includes: login, password, email and other data indicated during the registration process, as well as after it.

“Withdrawal” and any term derived means an operation involving a transfer of Funds from the Account.

2.2. Headings are used in these Terms exclusively for convenience and shall not affect the interpretation of the Terms provisions.

2.3. In this Terms ExchangeBerry and you are referred to cumulatively as the “Parties” and singularly as the “Party“.

2.4. Reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated.

2.5. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

2.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.7. Where the words include(s), including or in particular are used in these Terms, they are deemed to have the words “without limitation” following them.

2.8. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

3. SERVICES

3.1. With ExchangeBerry Account, the user gets access to the following Services: 

  • exchange of the Cryptocurrency to Fiat currency; 
  • exchange of the Cryptocurrency to other Cryptocurrency; 
  • exchange of the Fiat currency to the Cryptocurrency;
  • operations with Cryptocurrency wallets;
  • operations with virtual IBANs (First party Fiat  Funds transfers)

3.2. The transactions within the Service are subject to Fees.

4. ACCOUNT OPENING

4.1. ExchangeBerry provides the Services through the Account registered by the User on the ExchangeBerry Website.

4.2. You may only open one Account for one legal entity/individual.

4.3. You may only open an Account if it is legal to do so in your country of residence. By opening an Account you represent and warrant to us that your opening of an Account does not violate any laws or regulations applicable to you. You shall indemnify us against any losses we incur in connection with your breach of this section.

4.4. By accessing or using the Service, you confirm that:

  • you are at least 18 years old, or another age of majority at your place of residence.
  • you are eligible to enter into this Terms and use the Service.
  • you have the authority to bind any business or entity on whose behalf you use the Service, and that business or entity accepts these Terms.
  • you comply with these Terms of Use and all applicable laws and regulations.

4.4. To open an Account, the User shall undergo the registration procedure, as well as the verification procedures. During the registration, to open an Account you are obligated to accept these Terms of User and provide your data for collection and processing to enable ExchangeBerry to perform its duties, including its regulatory, AML/CTF, and KYC duties.

4.5. Under certain circumstances, as a security measure, we may restrict access to our Website and your Account from one or several IP addresses, until such circumstances are clarified.

4.6. We reserve the right to refuse any request to open an Account. The User may be notified of such a decision but we reserve the right not to disclose the reason for such a decision, as well as ExchangeBerry, will not be liable for any compensation in that regard.

4.7. All information you provide during the signup process or any time thereafter must be accurate and truthful.

5. VERIFICATION PROCESS

5.1. Before activation of the Account, you will need to go through the verification process in your account. You agree to comply with any and all of our reasonable requests and necessary requirements for further information.

5.2. You authorize us to make any inquiries or take any actions we consider necessary to validate and verify your business information.

5.3. We may consider and decide that you will not be permitted to be onboarded and use the Services.

6. ACCOUNT USAGE

6.1. After registration and verification, you get access to your Account. 

6.2. All the Funds transferred to the Account belong to you. Interests do not apply to the remainder of Funds in your Account, and ExchangeBerry is not committed to paying such interests.

6.3. ExchangeBerry does not accept Orders or requests on carrying out any operations with your Account from third parties except otherwise is stipulated by this Terms or other agreements between the Parties.

6.4. ExchangeBerry indicates in the Account the information necessary for Deposit and Withdrawal of Funds.

6.5. You acknowledge and agree that Deposit and Withdrawal of Funds in Fiat Funds may be delayed due to bank verifications and checks. Similarly, you acknowledge and agree that topping up and withdrawing Cryptocurrencies into/from your Account may be delayed due to  unavoidable network issues.

7. DEPOSITS AND WITHDRAWALS

7.1. ExchangeBerry keeps a record of the Funds transferred to the Account.

7.2. To make a Deposit into your Account, you have to transfer Funds according to the payment details indicated by ExchangeBerry in your Account. We may request documentation to verify the source of such topped-up Funds. During Funds’ top-up source verification process, we will hold such top-up requests until appropriate documentation has been provided and deemed acceptable.

7.3. Transfer of Funds under Deposit, as well as during execution of Transactions between you and ExchangeBerry, is carried out by our Partner. ExchangeBerry shall not bear any liability for actions of the Partner. You shall be responsible for paying commissions and service fees related to the transfer of Funds, as well as you shall assume the risks of indicating incorrect payment details.

7.4. You can deposit Fiat Funds in your Account, by SEPA bank transfer to the correspondent bank details provided in the Account. When effecting a bank transfer, you will be asked to include a special reference code to help us identify the funds you have sent. Failure to include this reference within your bank transfer may result in delays in crediting Fiat Funds. 

7.5. ExchangeBerry only accepts direct deposits in the EUR currency, so if you send a different Fiat Funds Currency deposits will not be accepted and therefore rejected, with the possibility of charges by your bank. 

7.6. The bank account from which any Deposit is made to your Account must be held directly in your name. Unidentified Deposits or Deposits received from the bank account that appears not to belong to you will be rejected and the Funds returned to the original bank account. All costs arising from such a return of funds will be borne by you.

7.7. ExchangeBerry shall also have the right to limit and/or restrict Deposits and Withdrawal of Funds from/to certain regions and jurisdictions, as it may be necessary under the requirement from electronic money institutions, payment service providers, banks, etc.

7.8. Deposit is considered to be made when the corresponding amount of Funds is credited to the respective Account. 

7.9. In cases of Deposit with Cryptocurrency, the amount of Cryptocurrency that is being transferred shall not be fully available on Account until it has been fully topped up, in particular: until the relevant amount of confirmations is received by the network, depending on the type of Cryptocurrency.

7.10. ExchangeBerry is entitled to set and vary maximum and minimum limits for Deposits and Withdrawals of Funds at its own discretion. ExchangeBerry shall not be liable for any preliminary notification of the user with regard to such changes. Herewith:

  • if Deposit is made into Account in the amount that is less than allowed minimum for Deposit, Funds shall not be credited to the Account, as well as such Funds shall not be transferred back to the User;
  • Deposits that are below the required minimum shall not be summed up.

7.11. ‍In order to withdraw a Cryptocurrency, you need to provide a destination wallet address. 

7.12. When a Withdrawal request is received, the equivalent amount of Funds will be deducted from your Account and transferred to the destination account provided. 

7.13. A fee may be charged by the blockchain network, or by us or our Partner, which can vary depending on its congestion. 

7.14. Sending Funds to the wrong wallet address, or sending any other asset other than the selected Cryptocurrency, will result in the permanent loss of those Funds. 

7.15. ‍In order to withdraw Fiat Funds directly to your bank account, you need to provide us with the details of a destination bank account that must be opened in your own name. Note that the destination bank account must be in your name, otherwise the Withdrawal request will be rejected. 

7.16. When a Withdrawal request is received, the equivalent amount of Funds will be deducted from your Account and transferred to the destination account provided. 

7.17. ExchangeBerry does not take any responsibility for bank details that are not correctly provided by you. Always ensure that your banking details are correctly included and such transfer is made to an account in your name.

8. ORDERS AND TRANSACTIONS

8.1. ExchangeBerry allows the user to create (initiate) the Orders to buy or to sell Cryptocurrency.

8.2. By creating (initiating) the Order the user makes an offer to conclude a Transaction. ExchangeBerry unilaterally sets the interface for creating (initiating) the Orders.

8.3. To create (initiate) the Order the User shall have enough Funds on the Account to meet (to execute) his/her obligations corresponding with the Order.

8.4. The User recognizes that the Order should only be submitted after careful consideration and the User understands and accepts the consequences of its execution. The User agrees that as soon as the Order is executed, such Transaction is irreversible and may not be canceled. 

8.5. ExchangeBerry may set a minimal and maximal Order amount and/or other restrictions (limits) for the trade Orders (operations). Restrictions (limits) may vary for each trading pair (and/or depending on other details).

8.6. All Transactions undergo a review process to ensure compliance with our Anti-Money Laundering (AML) regulations. Should a transaction be flagged for further verification, it may remain in a processing state for an extended period while undergoing detailed assessment. The duration of the review may vary based on the complexity of the Transaction and the information required to complete the evaluation. If a Transaction is suspended for additional review, any changes of fees during this time may impact its completion. In cases where fees increase significantly beyond the original terms agreed upon, the Transaction may be unsuccessful.

6.10. Depositing an amount below the minimum threshold for Virtual Asset Transactions or Fiat Funds Transactions will result in the loss of funds, as such deposits cannot be processed or refunded. To avoid this, please ensure you verify the minimum Transaction requirements displayed near your account details within the app before initiating any Transaction. If your Account is suspended, you won’t be able to send or receive funds. Any funds sent to a suspended account will be returned to the sender, and we may charge a fee for this service.

9. RISK WARNING AND ACCEPTANCE OF SUCH RISKS BY THE USER

9.1. The trading of goods and assets, real or virtual, as well as Cryptocurrencies involves significant risk. Prices can and do fluctuate on any given day. Such price fluctuations may increase or decrease the value of your assets at any given moment. Any currency — virtual or not — may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.

9.2. Cryptocurrency trading has special risks that are not common with Fiat Funds, commodities, stock or any other form of asset trading. Unlike most Fiat Funds, which are backed by governments or other legal entities, or by commodities such as gold or silver, Cryptocurrencies are a unique type of currency, backed by technology and trust. There is no central bank that can issue more currency or take corrective measures to protect the value of Cryptocurrencies in case of a crisis.

9.3. Cryptocurrency trading is often susceptible to irrational (or rational) bubbles or loss of trust in its value, which could drop demand relative to supply. For example, Cryptocurrencies can become subject to low trust in its value from its investors and/or traders as a result of its unexpected changes imposed by such Cryptocurrencies developers or others, a government crackdown, the creation of superior competing alternative Cryptocurrencies, or a deflationary or inflationary spiral. Trust in Cryptocurrency value might also diminish as a result of technical issues: if the anonymity of the system is compromised, or if Cryptocurrency is lost or stolen, or in case hackers or governments are able to prevent any such Cryptocurrency transactions from settling.

9.4. There may also be additional risks that we have not foreseen or identified in this Terms.

9.5. In light of the above, you should understand that all the operations with Cryptocurrencies have irreversible character and that Funds acquired during the Transactions can be returned only on the basis of an additional specific agreement. You cannot cancel, reverse, or change any Order marked as executed.

9.6. You acknowledge that you have been informed and that you understand and agree that: none of ExchangeBerry nor any of their respective Third Party Technology Providers shall, directly or indirectly, be responsible for, have any liability or obligation in respect of, or otherwise guarantee, the performance or settlement of any Transaction entered into by you, ExchangeBerry shall have any liability to the user.

9.7. Virtual assets inherently carry a higher level of investment risk, including the potential for fraud. Due to the nature of virtual assets and the lack of regulation in some jurisdictions, investors may be exposed to fraudulent schemes, scams, and unauthorized services. We strongly advise all investors to conduct thorough research and exercise caution when making any investment decisions.

10. PROHIBITED ACTIVITIES

10.1. ExchangeBerry can refuse or restrict our services to you, if you engage in any of the listed prohibited activities.

10.2. ExchangeBerry reserves the right to refuse its services, or to impose permanent or temporary restrictions on the use of the Service (suspend/terminate the Account, freeze assets, set limits on the services and transactions without any liability to you or any third parties), if you, or a person connected with you:

  • fail to present the documents and data, requested by ExchangeBerry, which are necessary for complying with the diligence measures, or present false or contradictory data; 
  • have been subject to a liquidity proceeding or deleted from the register;  
  • are suspected to perform transactions that might be related to money laundering, terrorist financing, fraud or other crimes and unlawful activities;  
  • are found in a sanction list, lives or is located or established in a country or territory which is subject to a sanction, or otherwise did not pass our due diligence checks;
  • violate intellectual property rights of ExchangeBerry or any third party;
  • defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about others without their consent;
  • are in, under the control of, or a national or resident of any country where crypto assets transactions are explicitly prohibited, any unsupported country (e.g. the United States of America, including all US territories) in accordance with our AML/CFT Policy,
  • conduct an activity that must be licensed without a proper authorization;
  • engage in any of the following types of business activities: unregulated gambling and lottery, trade in weapons, drugs, toxic/radioactive materials, pyramid and investment schemes, credit and collection services.

10.3. This list is non-exhaustive. It is within ExchangeBerry sole discretion to determine whether an activity falls into one of these categories.

11. FEES

11.1. The Fees may be reviewed and changed from time to time, at our sole discretion. Also, We have the right to change the Fees for certain categories of Services

11.2. We have the right to change the Fees immediately if such a measure is required by our providers and/or other business parties or if there are any other urgent events (financial losses from the Services provision, accounts maintenance, etc.)

  1. INTELLECTUAL PROPERTY

12.1. Other than the express licenses granted by these Terms, We do not grant any kind of right or license of our e-money products and payment services provision or any Intellectual Property (IP) rights.

12.2. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.

12.3. You shall in no way represent, except as specifically permitted under these Terms, that you have any right, title, or interest in or to our IP.

13. CONFIDENTIAL INFORMATION

13.1. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other a certain confidential and proprietary information, including without limitation information concerning our Services provision and the knowhow, technology, techniques, or business or marketing plans related thereto all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

13.2. For the purposes of these Terms, “Confidential Information” means information that belongs to us and which is secret, imparted in confidence, or of a confidential nature or otherwise stated to be confidential including but not limited to:

  • details of our users;
  • technical information, computer code and algorithms, research and development plans, inventions, applications, and/or any intellectual property used, owned or employed by us, in or for any of their respective businesses;
  • information relating to uur business, affairs, and finances;
  • any information and/or data that we are obliged to keep confidential as a consequence of its dealings with their clients and/or any other third party.

13.3. Confidential Information does not include information that:

  • is public knowledge at the time of disclosure by the disclosing party;
  • becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;
  • was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations;
  • is independently developed by the receiving party.

13.4. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

  • not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;
  • not use the disclosing party’s Confidential Information in any case except to perform its duties hereunder or with the disclosing party’s express prior written consent;
  • disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes (where applicable);
  • take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in the Terms;
  • take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

14. INDEMNIFICATION

14.1. You agree to indemnify, defend, and hold harmless us, our parent, affiliates, officers, directors, agents, employees, and suppliers from and against any lawsuit, claim, liability, loss, penalty, or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:

  • your use of Services;
  • your breach of these Terms you enter into with us or our suppliers in relation to your use of our Services;
  • you agree that in case any fine is levied against us or our providers as a result of us processing your transactions you shall be fully liable for such fine and shall compensate us the full amount of such fine. You shall also compensate any direct and indirect damages related to such a fine.

15. LIMITATION OF LIABILITY

15.1. We shall not be held liable to you or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to these Terms or our Services, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labor claims.

15.2. We assume no liability for your failure to perform in accordance with these Terms or any results caused by your acts, omissions, or negligence, or a subcontractor or an agent of the user or an employee of any of them, nor shall we have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, your services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.

15.3. Under no circumstances shall our total aggregate liability to you or any third party arising out of or related to the Terms exceed the direct damages suffered by such party in an amount equal to the amounts paid/payable by you to us under the Terms.

16. DISCLAIMER OF WARRANTIES

16.1. Our Services are provided “AS IS” without any warranty whatsoever. We disclaim all warranties whether express implied, or statutory, to you regarding any matter whatsoever, including all implied warranties of user’s ability to fit for a particular purpose and non-infringement of the third party rights. No oral or written information or advice given by us or our employees or representatives shall create a warranty or in any way increase the scope of our obligations.

16.2. You acknowledge that our Services are a computer network-based service, which may be subject to outages and delay occurrences. As such, we do not guarantee continuous or uninterrupted access to our Services.

16.3. You further acknowledge that access to our Website or our Services may be restricted for maintenance.

16.4. We will make reasonable efforts to ensure that Transactions are fulfilled in a timely manner. However, We will not be held liable for any interruption, outage, or failure to provide Services

17. SUSPENSION AND TRANSACTION CANCELLATION

16.1. Notwithstanding any other provision of this Terms, you acknowledge that ExchangeBerry shall have the right to restrict your access to, or to impose limits or suspend your use of Website (including your capacity to place Orders and enter into Transactions), either generally or in respect of specific Currency Pairs or Transactions, or to discontinue transmitting any data or other information, or to refuse to enter into, facilitate or process any or all Transactions, if under ExchangeBerry sole discretion any of the following circumstances occur or ExchangeBerry considers such circumstance to be likely to occur:

  • full or partial failure of Website, including failure of any of the technology constituting Website or any of the communications links within Website or Services and any other person or counterparty, or any other circumstance where ExchangeBerry considers in its reasonable discretion that it is not practicable for ExchangeBerry to provide access to Website or Services;
  • breach in the security of Website;
  • breach by you of your obligations under this Terms;
  • in order to comply with Law (including but not limited to the prohibition of or restrictions in respect of any Cryptocurrency);
  • detection of unusual activity in the Account;
  • detection of unauthorized access to the Account;
  • due to governmental proceeding in respect of a particular Account and/or user, criminal investigation and/or other pending litigation;
  • requirement to do so by court order or by Governmental Authority; or
  • due to market conditions, or conditions with respect to a particular Currency Pair or Currency, under ExchangeBerry sole discretion.

16.2. Any actions taken by ExchangeBerry pursuant to this Section shall continue for a time ExchangeBerry considers reasonable, necessary or desirable. You agree that:

  • it shall be a material breach of this Terms to evade, or attempt to evade, any suspension, restriction or limitation imposed under this Section of the Terms; and
  • ExchangeBerry shall not at any time be obliged to take any action permitted under this Section.

16.3. You acknowledge and agree that if any of the circumstances enumerated in the points of this Section occurs at any time, ExchangeBerry may cancel the Transaction previously executed by you.

16.4. You also agree that ExchangeBerry will not hold any liability for your inability to perform Deposit, Withdrawal of Funds or Transactions when your Account is subject to suspension for any of the aforementioned reasons.

17. TERM AND TERMINATION OF THE TERMS

17.1. To terminate this Agreement, you have to withdraw all your assets, delete the Account and no longer use or access the Service.

17.2. We can terminate your access to the Service, if you violate these Terms, law, or if we are requested to do so by the competent authorities or for security reasons.

17.3. ExchangeBerry reserves the right to suspend or terminate your Account in the following cases:

  • your actual or suspected violations of these Terms,
  • you have provided us with any false, incomplete, misleading or inaccurate information,
  • you engage in any of the Prohibited activities,
  • we reasonably suspect you of fraudulent use of the Service, violation of laws, or infringement of rights,
  • if your actions or behavior pose regulatory risks to us,
  • we reasonably believe your Account has been compromised, is used by an unauthorized person, or for other security reasons,
  • we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency,
  • the Account is inactive, in particular no transactions have been conducted, for a period of 2 years.

17.4. You may terminate this Agreement at any time by closing your Account and no longer accessing or using the Service. Before closing the Account all your assets have to be withdrawn to external accounts. Please contact our support team to terminate your Account.

17.5. If your Account is closed and this Agreement terminates for any reason, you agree: 

  • to immediately stop using the Service,
  • to settle any outstanding fees,
  • that all permissions and licenses provided under these Terms shall end,
  • to remove from your website and marketing materials and discontinue using any Content,
  • that we will retain certain information and Account data as required under applicable laws and regulations, and 
  • that we shall not be liable to you or any third party for termination of the Account and services, or retention of information or Account data.

18. NOTICES

18.1. You agree that we may provide notices to you by posting them on our Website (including those sent to your ExchangeBerry Account), emailing them to you, or sending them through postal mail. Notices posted on the Website (including those sent to your ExchangeBerry Account) or provided in our communication channels shall be considered to be received by you immediately and/or not later than within 1 business day of the time it is posted on the Website (including those sent to your ExchangeBerry Account).

18.2. Notices to us shall be sent via email as designated on the Website.

19. MISCELLANEOUS

19.1. Subject to the conditions and limitations arising from these Terms, we will provide you with Virtual Asset Services, make available Partner Services, and comply with our obligations under the Terms and applicable law to the level of skill and care as would reasonably be expected of a professional provider of such services.

19.2. We do not provide asset management, investment, or any other advice or recommendations on any Transactions or the overall composition of your Virtual Assets. We are not required to ensure that any Transaction is suitable for you.

19.3. These Terms are governed by the law of the Republic of Poland, except for the conflict of laws rule. You confirm that you are initiating contact with us of your own accord and are not responding to any active solicitation from us. You acknowledge that you initiated the relationship with us voluntarily and independently, without solicitation from our side.

19.4. For matters that are not reflected in these Terms, the Parties are guided by applicable law.