GLUWA USER AGREEMENT

This is a contract between you and Gluwa, Inc. ("Gluwa"). By signing up to use an account through gluwa.com, or any associated websites, APIs, or mobile applications (collectively the "Gluwa Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and E-Sign Consent.

Last updated: January 24, 2017

PART 1: GENERAL USE

1. Basic Gluwa Services.

1.1. Eligibility. To be eligible to use the Gluwa Services, you must be at least 13 years old. In order to link a funding method or to purchase or sell digital currency, you must be at least 18 years old (or the applicable age of majority and contractual capacity). If you are under the age of 18 and you wish to engage in digital currency purchase or sale activity, please contact us at support@gluwa.com.

1.2. Gluwa Services. Your Gluwa account ("Gluwa Account") encompasses the following basic Gluwa services: One or more hosted Digital Currency wallets that allow users to store certain supported digital currencies, like Bitcoin ("Digital Currency"), and to track, transfer, and manage supported Digital Currencies (the "Hosted Digital Currency Wallet"); Digital Currency conversion services through which users can buy and sell Digital Currencies in transactions with Gluwa (the "Conversion Services") (collectively the "Gluwa Services"). The risk of loss in trading or holding Digital Currency can be substantial. You should therefore carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition.

2. Creating a Gluwa Account.

2.1. Registration of Gluwa Account. In order to use any of the Gluwa Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. Gluwa may, in our sole discretion, refuse to allow you to establish a Gluwa Account, or limit the number of Gluwa Accounts that a single user may establish and maintain at any time.

2.2. Identity Verification. In order to use certain features of the Gluwa Services, including certain transfers of digital and/or local currency, you may be required to provide Gluwa with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Gluwa if any information changes. You hereby authorize Gluwa to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

3. Hosted Digital Currency Wallet.

3.1. In General. The Hosted Digital Currency Wallet services allow you to send supported Digital Currency to, and request, receive, and store supported Digital Currency from, third parties pursuant to instructions you provide through the Gluwa Site (each such transaction is a "Digital Currency Transaction"). Gluwa reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. Gluwa cannot reverse a Digital Currency Transaction which has been broadcast to a Digital Currency network. The Hosted Digital Currency Wallet services are available only in connection with those Digital Currencies that Gluwa, in its sole discretion, decides to support. The Digital Currencies that Gluwa supports may change from time to time. If you have any questions about which Digital Currencies Gluwa currently supports, please contact support@gluwa.com. Under no circumstances should you attempt to use your Hosted Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that are not supported by Gluwa. Gluwa assumes no responsibility or liability in connection with any attempt to use Gluwa Services for digital currencies that Gluwa does not support.

3.2. Digital Currency Transactions. Gluwa processes supported Digital Currency according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Gluwa. In the event you initiate a Digital Currency Transaction by entering the recipient's email address and the recipient does not have an existing Gluwa Account, Gluwa will email the recipient and invite them to open a Gluwa Account. If the designated recipient does not open a Gluwa Account within 30 days, Gluwa will return the supported Digital Currency associated with the transaction to your Gluwa Account. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Gluwa Account balance or be available to conduct transactions.

3.3. Digital Currency Storage & Transmission Delays. Gluwa securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Gluwa to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Gluwa may be delayed.

3.4. Third Party Payments. Gluwa has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Gluwa Services). Gluwa is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the Gluwa Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Gluwa Support at support@gluwa.com so that we may consider what action to take, if any.

3.5. Customized Gluwa Payment Page. In some cases, you may establish a customizable payment page ("Payment Page") which will allow others to easily send Digital Currency to your Gluwa Account. You may establish and customize your Payment Page through your Gluwa Account settings, which will allow you to establish a user handle and associated Payments Page URL, upload a photo, and provide a short description. In establishing your Payment Page and uploading or adding any text, photo, or other material, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, unlawful, or offensive materials. Gluwa, in its sole discretion, may disable your Payment Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. Gluwa may reclaim user handles associated with dormant Gluwa Accounts. Gluwa does not guarantee or endorse the purported identity, message, or other information posted by a user to the user's Payment Page.

3.6 Advanced Protocols. Unless specifically announced on our website or through some other official public statement of Gluwa, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by Gluwa (collectively, “Advanced Protocols”). Do not use your Gluwa Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Gluwa platform is not configured to detect and/or secure Advanced Protocol transactions and Gluwa assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

3.7 Operation of Digital Currency Protocols. Gluwa does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Gluwa, you acknowledge and agree (i) that Gluwa is not responsible for operation of the underlying protocols and that Gluwa makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the Gluwa platform. In the event of a fork, you agree that Gluwa may temporarily suspend Gluwa operations (with our without advance notice to you) and that Gluwa may, in its sole discretion, (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the forked protocol entirely, provided, however, that you will have an opportunity to withdraw funds from the platform. You acknowledge and agree that Gluwa assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

4. Conversion Services.

4.1. In General. Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the Gluwa "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of local currency or other Digital Currency as quoted on the Gluwa Site. The Conversion Rate is stated either as a "Buy Price" or as a "Sell Price," which is the price in terms of local currency or Digital Currency at which you may buy or sell supported Digital Currency to Gluwa. You acknowledge that the quoted Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that Gluwa may add a margin or “spread” to the quoted Conversion Rate. You agree, as a condition of using any Gluwa Conversion Services, to accept the Conversion Rate as the sole conversion metric. Gluwa reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. Gluwa does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from Gluwa does not result in a guarantee that you may sell your supported Digital Currency to Gluwa.

4.2. Purchase Transactions. After successfully completing the Verification Procedures, you may purchase supported Digital Currency by linking a valid payment method. You authorize Gluwa to initiate debits from your selected payment method(s) in settlement of purchase transactions. A Conversion Service Fee (defined below) applies to all purchase transactions. Although Gluwa will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your Gluwa Account. We will make best efforts to fulfill all transactions, but in the rare circumstance where Gluwa cannot fulfill your purchase order, we will notify you and seek your approval to fulfill the purchase order at the contemporaneous Buy Price Conversion Rate. To secure the performance of your obligations under this Agreement, you grant to Gluwa a lien on and security interest in and to the balances in your account.

4.3. Sale Transactions. After successfully completing the Verification Procedures, you may sell supported Digital Currency by linking a valid payment method. You authorize Gluwa to debit your Gluwa Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type, and may take up to three or more business days.

4.4. Service Fees. Each Conversion Service transaction is subject to a fee (a "Service Fee," also referred to as a "Conversion Fee"). The applicable Service Fee is displayed to you on the Gluwa Site prior to you completing a Conversion Service transaction. Service Fees and Conversion Service transactions may depend on the following factors:

  • Gluwa will not process a conversion transaction if the Service Fee exceeds the value of your transaction.
  • Payments using other methods not described below, such as wire (if permitted), are subject to different transaction fees disclosed to you before you authorize the transaction.

Gluwa may waive some portion of the Service Fee depending on the payment method you select. The availability of each Payment Method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors.

You can view the current fee applicable to your location and payment method at our Fees page.

Gluwa reserves the right to adjust its Service Fees and any applicable waivers. We will always notify you of the Service Fee which applies to your transaction, both at the time of the transaction and in each receipt we issue to you.

4.5. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Gluwa, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Gluwa balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. Gluwa reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if Gluwa suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; or if Gluwa suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Gluwa will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

4.6. Recurring Transactions. If you initiate recurring Conversion Service transactions, you authorize Gluwa to initiate recurring electronic payments in accordance with your selected Conversion Service and any corresponding payment accounts, such as recurring automated clearing house (ACH) debit or credit entries from or to your linked bank account. Your recurring transactions will occur in identical, periodic installments, based on your period selection (e.g., daily, weekly, monthly), until either you or Gluwa cancels the recurring order. If you select a U.S. Bank Account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day, although the Digital Currency Conversion Rate at the time of the regularly-scheduled transaction will apply. If your Bank is unable to process any electronic ACH debit entry, Gluwa will notify you of cancellation of the transaction and may avail itself of remedies set forth in this User Agreement to recover any amount owed to Gluwa. This authorization will remain in full force and effect until you change your recurring transaction settings at https://www.gluwa.com/recurring_payments, or until you provide us written notification at support@gluwa.com. You agree to notify Gluwa in writing of any changes in your linked bank account information prior to a recurring transaction. Gluwa may, at any time, terminate recurring transactions by providing notice to you.

4.7. Payment Services Partners. Gluwa may use a third party payment processor to process any US Dollar payment between you and Gluwa, including but not limited to payments in relation to your use of the Conversion Service or deposits or withdrawals.

5. General Use, Prohibited Use, and Termination.

5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Gluwa Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by Gluwa from time to time. Any other use of the Gluwa Site or Content is expressly prohibited and all other right, title, and interest in the Gluwa Site or Content is exclusively the property of Gluwa and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "Gluwa.com", "Gluwa" and all logos related to the Gluwa Services or displayed on the Gluwa Site are either trademarks or registered marks of Gluwa or its licensors. You may not copy, imitate or use them without Gluwa's prior written consent.