Terms of Use

Effective Date: October 24, 2018 Last Updated Date: October, 2018

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY AS THEYFORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND QUPPY EUROPE OU (“QUPPY” OR “WE”: AND ITS DERIVATIVES).

THIS SITE AND ANY OTHER SITES OF QUPPY (COLLECTIVELY, THE “SITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY QUPPY. THESE TERMS GOVERN THE USE OF THE SITE AND APPLY TO ALL VISITORS TO THE SITE AND THOSE WHO USE THE CURRENCY MANAGEMENT SOFTWARE THAT IS DOWNLOADABLE FROM THE SITE (THE “SOFTWARE”), AS WELL AS OTHER SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE, (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”, WHICH TERM INCLUDES THE SOFTWARE AND THE SITE UNLESS EXPLICITLY SET FORTH BELOW).

BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING THE SOFTWARE AND/OR BROWSING THE SITE, YOU REPRESENT THAT

  1. 1 YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS,
  2. 2 YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH QUPPY, AND
  3. 3 YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY ON FOR WHOM YOU ARE USING THE SERVICES. THE TERM “YOU” REFERS TO YOU INDIVIDUALLY OR THE LEGAL ENTITY ON WHOSE BEHALF THE SERVICES ARE USED, AS APPLICABLE.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Quppy may modify these Terms at any time and in our sole discretion. If we do so, we will change the “Last Updated” date at the beginning of these Terms and, as available, inform you through or within the Services. By continuing to use the Site or Services following the release of updated Terms you consent to such updated Terms. We invite you to check this page regularly for updates to the Terms.

1. Use of the Services.

The Software, the Site, the Services, and the information and content available therein (“Quppy Content”) are protected worldwide by copyright laws. Subject to the Terms, Quppy grants you a limited license to reproduce portions of Quppy Content solely as required to use the Services for your personal or internal business purposes. Unless otherwise specified by Quppy ina separate license, your right to use any Quppy Content is subject to these Terms. Quppy is not a bank or financial institution and does not provide investment or financial advice or consulting services to users of the Services. We are solely the provider of the Services.

• Quppy Software.

Use of the Software is governed by these Terms. Quppy delivers the Software via download and Quppy will not provide you with any tangible copy of the Software. Subject to your compliance with the Terms, Quppy grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software on devices you own or control solely for your personal or internal business purposes.

Because the Software is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus software current and otherwise protect the device on which the Software is installed against malware. Quppy is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of any malware. Quppy cannot recover passwords or unlock account information stored on the Software in any circumstances, including if the Software is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and the information stored on it.

1.2. Updates.

The Software and Services are evolving and you may be required you to accept or install updates to the Software or Services, or update third party software (i.e., browsers or OS) in order to keep using the Software or Services or access their latest features, including security updates. We may update the Software and Services at any time, without providing notice.

1.3. Certain Restrictions.

By accessing the Services, you agree not to:

(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or Quppy Content, or any portion thereof, including on a service bureau or equivalent basis;

(b) frame or enclose any trademark, logo, or other Quppy Content, (including images, text, page layout or form);

(c) use any metatags or other “hidden text” using Quppy’ name or trademarks;

(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or Software (except to the extent this restriction is expressly prohibited by applicable law);

(e) use any manual or automated software, devices or other processes (including spiders or other data mining tools) to “scrape” or download data from any web pages in the Site (except that we grant operators of public search engines revocable permission to do so for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such content;

(f) access the Site, Services, or Software in order to build a similar or competitive Site, Services, or Software;

(g) copy, reproduce, distribute, republish, download, display, post or transmit any Quppy Content except as expressly permitted herein; and

(h) remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Quppy Content. Quppy, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Quppy herein.

1.4. Third-Party Services.

The Services may incorporate, or may provide access to, applications or materials that are hosted by another party, including digital currencies such as Ethereum and Bitcoin or cryptocurrency exchanges (e.g. Shape-Shift) (collectively, “Third Party Services”). You agree that it is impossible for Quppy to monitor Third Party Services and that you access them at your own risk.

Do not share any credential, private key, or other sensitive information with any third party without validating their legitimacy.

To the extent Third Party Services incorporated into or linked to from the Services (i.e., communications functionality) have terms that differ from these Terms, you may be required to agree to those terms in order to access the Third Party Service.

We do not control the terms, policies, or performance of any third party, and are not responsible for any performance, or failure to perform, of any Third Party Services, including with respect to exchange rates, processing of transactions, and similar activities.

1.5. User Content.

You are responsible for all data and information provided or uploaded by you to the Services (“User Content”), whether publicly posted (i.e., in a user forum, if applicable) or privately transmitted (i.e., to us in connection with a support request). You are solely responsible for the accuracy and completeness of User Content you submit, and represent and warrant that you have all rights required in order to post such User Content. We may, in our sole discretion, delete any User Content that we determine violates these Terms. To the extent that you provide us with or we may have access to any information that allows us to identify you or any other individual (“Personal Information”) in connection with your use of the Services, we will preserve, safeguard, and use such information as set forth in our Privacy Policy.

1.6. Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

2.1. Generally.

Quppy and its suppliers own all right, title and interest in and to the Site, Services, Software, and Quppy Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or Quppy Content.

2.2. Trademarks.

Quppy Europe and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Quppy and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Site or Services are the property of their respective owners.

2.3. User Content.

You own your User Content. By posting, displaying, sharing or distributing User Content on or through the Services, you grant us, and any Third Party Services used in connection with the Services, a nonexclusive license to use the User Content solely for the purpose of operating the Services. Except as prohibited by applicable law, we may disclose any information in our possession (including User Content) in connection with your use of the Services, to:

(a) comply with legal process;

(b) enforce these Terms,

(c) respond to your requests for customer service, or

(d) protect the rights, property or personal safety of Quppy, our employees, directors or officers, partners and agents, or members of the public.

2.4. Feedback.

You may provide ideas, suggestions, documents, and/or proposals about the Services to Quppy through any means (“Feedback”), and you grant Quppy a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use Feedback for any legitimate purpose.

3. User Conduct.

You may not use the Services for any purpose that is prohibited by the Terms or applicable law. You will not (and will not permit any third party to) take any action or make available any content on or through the Services that:

(a) infringes any intellectual property rights of any person or entity;

(b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, or offensive;

(c) is unauthorized or unsolicited advertising, junk or bulk e-mail;

(d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(e) impersonates any person or entity, including any employee or representative of Quppy;

(f) interferes with the proper functioning of the Services;

(g) engages in any potentially harmful acts directed against the Services, including violating any security features of the Services, introducing viruses, worms, or similar harmful code into the Services; or

(h) attempts to do any of the foregoing.

4. Investigations.

Although Quppy does not generally monitor user activity on the Site or Services, if Quppy becomes aware of any possible violations by you of any provision of the Terms, Quppy may investigate such violations, at its sole discretion, take any of the actions set forth in Section 10 below.

5. Third-Party Properties.

The Services may contain links to third-party websites and applications (collectively, “Third-Party Properties”). When you click on a link to a Third- Party Property, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or application. Quppy provides these Third-Party Properties only as a convenience and does not make any representations with respect to Third-Party Properties, or their products or services. You use Third-Party Properties at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

6. Indemnification.

You agree to indemnify and hold Quppy, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Quppy Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users of the Services; or (d) your violation of any applicable laws, rules or regulations. Quppy may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Quppy in asserting any available defenses. This provision does not require you to indemnify any Quppy Party for any fraud, gross negligence, or willful misconduct in connection with the Services.

7. Disclaimer of Warranties.
7.1. As Is.

THE SITE, SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND QUPPY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE, SERVICES, AND SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE SITE, SERVICES, AND SOFTWARE RESTS ENTIRELY WITH YOU.

7.2. Beta Releases.

FROM TIME TO TIME, QUPPY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT QUPPY’ SOLE DISCRETION.

7.3. Third Party Conduct.

QUPPY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD QUPPY LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR ACCESSED VIA THE SERVICES, INCLUDING OPERATORS OF THIRD PARTY SERVICES AND THIRD PARTY PROPERTIES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

8. Limitation of Liability.
8.1. Disclaimer.

IN NO EVENT WILL QUPPY BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT QUPPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.

8.2. Cap on Liability.

UNDER NO CIRCUMSTANCES WILL QUPPY BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE SERVICES EXCEEDING $100.

8.3. Exceptions.

The limitations in Sections 8.1 and 8.2 will not apply to damages caused by the fraud, gross negligence, or willful misconduct of Quppy, or to the extent such limitations are precluded by applicable law (in which case Quppy’ liability will be increased to the minimum amount required to comply with such law).

9. Term and Termination.
9.1. Term.

The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect for so long as you access or use the Site, Services, or Software, unless terminated earlier in accordance with this Section 9.

9.2. Termination by Quppy.

Quppy may, at any time and for any reason, cease providing any or all of the Services, and/or terminate the Terms. Without limiting the foregoing, we may also terminate your access to any or all of the Services If you materially breach any provision of the Terms, or if Quppy is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful).

9.3. Termination by You.

Except as set forth in Section 9.4, these Terms will be of no further force and effect with respect to you if you cease all use of the Services and Software and no longer visit the Site.

9.4. Effect of Termination.

Upon termination of any Service, your right to use such Service will automatically terminate immediately. Quppy will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive termination of Services will do so, including Sections 2, 6,7, 8, 9.4, 10 and 11.

10. Dispute Resolution
10.1. Applicability of Arbitration.

You agree that any dispute or claim relating in any way to your access or use of the Site, Services, or Software, or to any aspect of your relationship with Quppy, will be resolved by binding arbitration, rather than in court, except that

(1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non representative) basis; and

(2) you or Quppy may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH QUPPY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST QUPPY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST QUPPY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.

10.2. Survival of Agreement.

This Arbitration Agreement will survive the termination of your relationship with Quppy.

10.3. Modification.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Quppy makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Quppy.

11. General Provisions. 11.1. Electronic Communications.

Communications between you and Quppy use electronic means, whether made via the Site or Services or sent via e-mail, or whether Quppy posts notices on the Site or Services. For contractual purposes, you

(1) consent to receive communications from Quppy in an electronic form; and

(2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Quppy provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

11.2. Assignment.

The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Quppy’s prior written consent.

11.3. Force Majeure.

Quppy will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

11.4. Questions, Complaints, Claims.

If you have any questions, complaints or claims with respect to the Site, Services or Software, please contact us at:

support@quppy.com

or

Quppy Europe OU

Tornimae 7-169,Tallinn 10145, Estonia, .p.o. 169.

We will do our best to address your concerns.

11.5. Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF ESTONIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

This Terms shall be governed by the laws of Republic of Estonia. Any disputes related to the Terms or the Quppy Software shall be heard in the courts of Republic of Estonia.

11.6. Notice.

Where Quppy requires that you provide an e-mail address, you are responsible for providing Quppy with your most current e-mail address. In the event that the last e-mail address you provided to Quppy is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Quppy’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

Notice will be deemed given when received by Quppy by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

11.7. Waiver.

Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.8. Severability.

If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

11.9. Entire Agreement.

These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.