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.

5.2. Website Accuracy. Although we intend to provide accurate and timely information on the Gluwa Site, the Gluwa Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Gluwa Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Gluwa Site,

5.3. Third-Party Applications. If, to the extent permitted by Gluwa from time to time, you grant express permission to a third party to access or connect to your Gluwa Account, either through the third party's product or service or through the Gluwa Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Gluwa Account. Further, you acknowledge and agree that you will not hold Gluwa responsible for, and will indemnify Gluwa from, any liability arising out of or related to any act or omission of any third party with access to your Gluwa Account. You may change or remove permissions granted by you to third parties with respect to your Gluwa Account at any time through the Account Settings (Integrations) page on the Gluwa Site.

5.4. Prohibited Use. In connection with your use of the Gluwa Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Gluwa Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

5.5. Transactions Limits. The use of all Gluwa Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your Gluwa Account and visit https://www.gluwa.com/verifications. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. Gluwa reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request to support@gluwa.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Gluwa staff (such process, "Enhanced Due Diligence"). Gluwa reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

5.6. Suspension, Termination, and Cancellation. Gluwa may: (a) suspend, restrict, or terminate your access to any or all of the Gluwa Services, and/or (b) deactivate or cancel your Gluwa Account if:

  • We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
  • We reasonably suspect you of using your Gluwa Account in connection with a Prohibited Use or Business; or
  • Use of your Gluwa Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
  • Our service partners are unable to support your use; or
  • You take any action that Gluwa deems as circumventing Gluwa's controls, including, but not limited to, opening multiple Gluwa Accounts or abusing promotions which Gluwa may offer from time to time.

If Gluwa suspends or closes your account, or terminates your use of Gluwa Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Gluwa from providing you with such notice. You acknowledge that Gluwa's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Gluwa's risk management and security protocols. You agree that Gluwa is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your USD Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may cancel your Gluwa Account at any time by withdrawing all balances and visiting https://www.gluwa.com/settings/cancel. You will not be charged for canceling your Gluwa Account, although you will be required to pay any outstanding amounts owed to Gluwa. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

5.7. Relationship of the Parties. Gluwa is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Gluwa to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Gluwa to be treated as the agent of the other.

5.8. Privacy of Others; Marketing. If you receive information about another user through the Gluwa Services, you must keep the information confidential and only use it in connection with the Gluwa Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Gluwa Services.

5.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Gluwa Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Gluwa Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your Gluwa Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Gluwa and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Gluwa Account information has been compromised, contact Gluwa Support immediately at support@gluwa.com, or report your claim by phone at (800) 343-5845.

5.10. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Gluwa Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Gluwa Account.

5.11. Unclaimed Property. If Gluwa is holding funds in your account, and Gluwa is unable to contact you and has no record of your use of the Services for several years, applicable law may require Gluwa to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Gluwa will try to locate you at the address shown in our records, but if Gluwa is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Gluwa reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

6. Customer Feedback, Queries, Complaints, and Dispute Resolution

6.1. Contact Gluwa. If you have any feedback, questions, or complaints, contact us via our Customer Support webpage at https://help.gluwa.com or write to us at Gluwa Customer Support, 548 Market Street, #23008, San Francisco, CA 94104, USA. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Gluwa Account, and the transaction on which you have feedback, questions, or complaints. If you believe your account has been compromised, you may also report your claim by calling (800) 343-5845.

6.2. Arbitration; Waiver of Class Action. If you have a dispute with Gluwa, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement 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 (accessible at https://www.adr.org/aaa/faces/rules) and you and Gluwa hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or 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 enforced in any court. 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.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 8.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 8.2 shall still apply. In any case, the remainder of this User Agreement, will continue to apply.

7. General Provisions.

7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Gluwa. Always log into your Gluwa Account through the Gluwa Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

7.2. Release of Gluwa; Indemnification. If you have a dispute with one or more users of the Gluwa services, you release Gluwa, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Gluwa, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

7.3. Limitation of Liability; No Warranty. IN NO EVENT SHALL GLUWA, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR GLUWA ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE GLUWA SITE OR THE GLUWA SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF GLUWA HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT GLUWA FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITES, OR OTHER TYPES OF SPECIAL, INCIDENTIAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE GLUWA SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLUWA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. GLUWA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE GLUWA SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Gluwa makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. Gluwa will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Gluwa makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 8.3 are intended to apply only to the extent permitted under New Jersey law.

7.4. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Gluwa as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Gluwa. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

7.5. Amendments. We may amend or modify this Agreement by posting on the Gluwa Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Gluwa Services, or suspension or termination of your access to the Gluwa Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

7.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Gluwa affiliates or subsidiaries, or to any successor in interest of any business associated with the Gluwa Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

7.8. Change of Control. In the event that Gluwa is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Gluwa Account cancellation, debts owed to Gluwa, general use of the Gluwa Site, disputes with Gluwa, and general provisions, shall survive the termination or expiration of this Agreement.

7.10. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Gluwa, except to the extent governed by federal law.

7.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

7.12. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

7.13. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

APPENDIX 1: PROHIBITED Use, PROHIBITED Businesses, and conditional use

Prohibited Use

You may not use your Gluwa Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Gluwa Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at support@gluwa.com. By opening a Gluwa Account, you confirm that you will not use your Account to do any of the following:

  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Gluwa conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information

  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Gluwa Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Gluwa Site, other Gluwa Accounts, computer systems or networks connected to the Gluwa Site, through password mining or any other means; use Gluwa Account information of another party to access or use the Gluwa Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Gluwa Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Gluwa

  • Abuse Other Users: Interfere with another individual's or entity's access to or use of any Gluwa Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage violent acts against others; harvest or otherwise collect information from the Gluwa Site about others, including without limitation email addresses, without proper consent

  • Fraud: Activity which operates to defraud Gluwa, Gluwa users, or any other person; provide any false, inaccurate, or misleading information to Gluwa

  • Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Gluwa intellectual property, name, or logo, including use of Gluwa trade or service marks, without express consent from Gluwa or in a manner that otherwise harms Gluwa or the Gluwa brand; any action that implies an untrue endorsement by or affiliation with Gluwa

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Gluwa Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Gluwa Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@gluwa.com.

By opening a Gluwa Account, you confirm that you will not use Gluwa Services in connection with any of following businesses, activities, practices, or items:

  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes

  • Restricted Financial Services: Check cashing, bail bonds; collections agencies.

  • Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder

  • Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen

  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

  • Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)

  • Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs

  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

  • High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

Conditional Use

Express written consent and approval from Gluwa must be obtained prior to using Gluwa Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting support@gluwa.com. Gluwa may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Gluwa Services in connection with any of following businesses, activities, or practices:

  • Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Gluwa Services

  • Charities: Acceptance of donations for nonprofit enterprise

  • Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize

  • Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

Gluwa uses multi-level systems and procedures to collect and verify information about you in order to protect Gluwa and the community from fraudulent users, and to keep appropriate records of Gluwa's customers. Your daily or weekly Conversion limits, withdrawal and trading limits, Instant Buy limits, USD Wallet transfer limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to Gluwa.

All U.S. users who wish to buy Digital Currency using Gluwa's Standard Conversion Service, at minimum, must:

  • Establish a Gluwa Account by providing your name, authenticating your e-mail address, and accepting the Gluwa User Terms
  • Add and verify a phone number
  • Add and verify a bank account

All U.S. users who wish to use other Gluwa Services may be required to:

  • Add personal details (full name, date of birth, residential address)
  • Add an alternative payment method
  • Complete identity verification by answering a few questions

Users based in the state of New York using Gluwa's Hosted Digital Currency Wallet Service who wish to execute a Digital Currency Transaction valued at or over $3,000 at the time the transaction is requested, at a minimum, must:

  • Establish a Gluwa Account by providing your name and residential address, authenticating your e-mail address, and accepting the Gluwa User Terms, and
  • Submit a copy of an acceptable form of identification (i.e. passport, state driver's license, or state identification card)

Notwithstanding these minimum verification procedures for the referenced Gluwa Services, Gluwa may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Gluwa Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account's Limits page.

You may contact support@gluwa.com to request larger limits. Gluwa will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Gluwa does not guarantee that we will raise your limits.

This policy describes how Gluwa delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Gluwa Account and your use of Gluwa Services. Communications include:

  • Terms of use and policies you agree to (e.g., the Gluwa User Agreement and Privacy Policy), including updates to these agreements or policies;
  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  • Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the Gluwa website, emailing them to you at the primary email address listed in your Gluwa profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
  • A valid email address (your primary email address on file with Gluwa); and
  • Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by e-mailing us at support@gluwa.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, Gluwa reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Gluwa sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Gluwa will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team via e-mail at support@gluwa.com

PART 2. ADDITIONAL TERMS FOR MERCHANTS

1. Merchant Services.

1.1. Merchant Services. Users who intend to sell goods and/or services (each, a "Merchant") and who wish to accept Digital Currency from purchasers as a method of payment may use a suite of tools and related services for this purpose (the "Merchant Services"). Through the Merchant Services, Gluwa enables Merchants to accept Digital Currency from customers as a method of payment, and processes the transfer of Digital Currency to Merchants from their customers. Merchants may also sell Digital Currency to, or buy Digital Currency from, Gluwa, and otherwise utilize the Gluwa Services, in the same manner as any other user. Use of Merchant Services is subject to this Part 2 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.

1.2. Merchant Profile. Each Merchant user is required to provide accurate information necessary to complete a merchant profile associated with the user's Gluwa Account. This information may include business name, address and other contact information, website URL, taxpayer or other government ID, corporate documents, and other information Gluwa may request. Gluwa may limit Merchant transaction volumes depending on (i) the Merchant's historical activity on Gluwa, (ii) satisfactory completion of a Merchant profile; (iii) satisfaction of reasonable requests for additional information; (iv) perceived risks; (v) repeated customer complaints; and/or (vi) any indication that the Merchant has violated this Agreement. Newly on-boarded Merchants may be required to submit to additional verification procedures as necessary to verify that the Merchant operates a legitimate business.

2. Merchant Transactions and Settlement.

2.1. Transaction Confirmation. Gluwa will provide users of Merchant Services with an order notification indicating when or whether the Merchant has been paid by its customer.

2.2. Completed Order Notifications. Upon Merchant's customer's submission of a valid and completed payment through Merchant Services, Gluwa will send a callback to Merchant's designated callback URL to confirm successful transfer of the customer's payment to Merchant—so designated as a "completed" order. Except on suspicion of fraud, error, or abusive use, Gluwa will not reverse a payment and/or corresponding Digital Currency credit which it has designated as completed.

2.3. Timing of Completed Order. If the Merchant's customer uses a Hosted Digital Currency Wallet to successfully initiate its purchase, Gluwa will issue the completed callback order immediately to the Merchant. If the Merchant's customer does not use a Hosted Digital Currency Wallet to effect its purchase, Gluwa will initiate an order status callback when Gluwa detects that the corresponding Digital Currency transaction has been confirmed by the corresponding Digital Currency network.

2.4. Mispaid Order Notifications. A callback may also indicate an order status as "mispaid," meaning Gluwa has detected transfer of an amount of Digital Currency which does not correspond with the Digital Currency Price and/or that the customer transferred Digital Currency after expiration of a checkout window. "Mispaid" orders may result in transfer of Digital Currency to Merchant's Gluwa Wallet for further processing by Merchant in accordance with Merchant's refund and order processing policies, but shall not be deemed completed by Gluwa.

2.5. Limitations. Gluwa may delay order verifications if Merchant has not provided its legal name, logo, website, phone number, address, taxpayer identification number, designation of business location and type. Until completion of such applicable verification procedures, newly-boarded Merchants may experience delayed processing of Digital Currency Transactions or Conversion Service transactions. Gluwa will designate any such delayed transaction as "pending," and funds will not be available in the Merchant's Gluwa Account and/or Currency Account until the pending transaction is completed. Gluwa reserves the right to refuse to process, cancel, or to reverse any Merchant transaction (i) as required by law, (ii) in response to a facially valid subpoena, court order, or other government order, or (iii) if Gluwa reasonably suspects that the transaction is erroneous, or related to Prohibited Use or Prohibited Business as defined in the User Agreement.

2.6. Instant Conversion. Merchants who have successfully linked a payout method to their Gluwa Account may use the Instant Conversion Service. The Instant Conversion Service will allow Merchants to designate the price of their goods and services in local currency (e.g., USD) and customers to pay for their purchases from such Merchant in Digital Currency based on the Sell Price Conversion Rate quoted by Gluwa on the Gluwa Site and displayed to the customer at the time that the customer approves the purchase. In connection with the Instant Conversion Service, the Merchant, as merchant of record for each transaction, shall: (i) use Gluwa to calculate an appropriate amount of Digital Currency (a "Digital Currency Price") to be transferred to Merchant as payment for a good or service with reference to the Sell Price Conversion Rate at the time Merchant's customer visits the Merchant's checkout page; Gluwa will lock the Digital Currency Price for a period of time, but if the customer does not initiate a transfer within a certain payment window, Gluwa will recalculate the Digital Currency Price based on an updated Sell Price Conversion Rate; (ii) accept Digital Currency into its corresponding Hosted Digital Currency Wallet; (iii) immediately sell such Digital Currency to Gluwa using the Instant Conversion Service, and (iv) subsequently receive the proceeds from such Digital Currency sale transaction from Gluwa in the relevant local currency in an amount equal to the original USD price of the item, less applicable fees. By using this service, Gluwa guarantees that regardless of any change in the price of Digital Currency between the time of purchase and settlement, the Merchant will receive the fixed purchase price as designated by the Merchant in local currency at the time the customer approved the purchase, less applicable fees.

2.7. Settlement. Settlements to Merchant in connection with the Merchant's sale of Digital Currency to Gluwa will generally take a minimum of two to three business days, following Gluwa's transmission to Merchant of confirmation of the relevant transaction, although exceptions may apply.

3. Release, Restrictions, and General Use.

3.1 Merchant Transactions. Each Merchant acknowledges and agrees that Gluwa has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that the Merchant may sell to customers using the Gluwa Services. Each Merchant is responsible for handling customer inquiries related to the goods and/or services it sells to customers through the Gluwa Services, except for inquiries related to payment for such goods or services which will be handled by Gluwa. Each Merchant warrants that it will not use any Gluwa Services in connection with any Prohibited Use or Business, as described herein. Each Merchant confirms that by opening a Gluwa Account, the Merchant will not use the Gluwa Services to accept payments in connection with any of the Prohibited Businesses. Each Merchant further warrants that it will not use Gluwa Services in connection with transactions which involve pre-payment of an order which the Merchant does not intend to fulfill within thirty (30) days. When a Merchant must issue a refund to a customer, Gluwa will debit the Merchant's Hosted Digital Currency Wallet for the relevant amount of Digital Currency (or, in the event the Merchant uses the Instant Conversion Service, the Merchant shall purchase the relevant amount of Digital Currency in local currency before Digital Currency is debited from the Merchant's Hosted Digital Currency Wallet) and provide a refund to the customer in Digital Currency having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., USD), based on the then current Conversion Rate.

3.2. Obligations of Merchants. In addition to the obligations set forth elsewhere in this Agreement, Merchants agree to:

(1) At all times maintain all licenses, registrations, authorizations and approvals required to operate their business, conduct all activities related thereto, and utilize the Gluwa Services in connection therewith.

(2) Ensure that all aspects of their business, including (i) all Merchant activities, and the activity of any third party engaged by the Merchant, (ii) the goods and services offered for sale by Merchant, and (iii) the acts or omissions of each Merchant in connection with their use of Gluwa Services comply with applicable law at all times.

(3) Promptly provide, and cause third parties under its control to promptly provide, such information as Gluwa may request from time to time regarding (i) the Merchant, its policies, procedures, and activities, (ii) any good or service offered for sale and for which the Merchant may accept payment by use of Gluwa Services, or (iii) any transaction conducted through the use of Gluwa Services, to the extent Gluwa deems such information reasonably necessary to comply with its policies or procedures, applicable law, an audit, or the guidance or direction of, or request from, any regulatory authority or financial institution.

(4) Within the Gluwa-hosted payment page, accurately identity the sale item in the Item Name field and provide an accurate and succinct description of the same sale item in the Item Description Field.

(5) Authorize Gluwa to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

PART 3. ADDITIONAL TERMS FOR DEVELOPERS

1. Developer's Tools License.

1.1. Developer's Tools. This Agreement governs your use of any and all development applications provided by Gluwa, including, but not limited to Gluwa's application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the "Gluwa API"), and any other resources or services available at https://grid.gluwa.com/ ("Gluwa Services") provided to you pursuant to this Agreement (collectively, the "Developer's Tools"). Use of the Developer's Tools is subject to this Part 4 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.

1.2. License Grant. Subject to the terms and restrictions set forth in this Agreement, Gluwa grants you a limited, revocable, non-exclusive, non-transferrable and non-sublicensable license solely to use and integrate the Developer's Tools and underlying content into your website or application (your "Application") so that your Application can interface directly with Gluwa devices, applications, or services.

1.3. Restrictions and Responsibilities. By using the Developer's Tools, you agree to the following terms:

1.3.1. You shall:

(1) Register for a Gluwa Account.

(2) Comply with the terms of this Agreement and the Privacy Policy incorporated herein by reference, and which may be amended from time to time (the "Terms"). If you continue to use the Developer's Tools and Gluwa Marks after any such amendment, you will be deemed to have accepted any modifications.

(3) Comply with all applicable laws, regulations, licensing requirements, and third party rights (including, without limitation, data privacy laws).

(4) Represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of Gluwa or any third party.

(5) Disclose in your Application, through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from end users, as described in Section 6.2 of this Part 4.

(6) Use the Gluwa Marks only as expressly authorized in this Agreement.

(7) Obtain prior written approval from Gluwa prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Gluwa, the Gluwa Marks, or this Agreement.

(8) Comply with additional verification procedures in the event that your Application seeks OAuth permissions to transfer Digital Currency in an amount greater than predefined limits.

(9) Take steps to adequately secure your API Keys and OAuth Tokens, including the measures specified at https://developers.gluwa.com/docs/wallet/api-key-authentication and https://developers.gluwa.com/docs/wallet/gluwa-connect/security-best-practices

1.3.2. You shall not:

(1) Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer's Tools to a third party.

(2) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer's Tools.

(3) Cache, aggregate, or store data or content accessed via the Developer's Tools other than for purposes allowed under this Agreement.

(4) Use the Developer's Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.

(5) Use the Developer's Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or engage in any Prohibited Use or Prohibited Business as defined in the Terms.

(6) Use the Developer's Tools in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Gluwa's servers or impacts the behavior of other applications using the Developer's Tools.

(7) Display Developer's Tools or Gluwa Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Gluwa, other than as expressly permitted in writing by Gluwa.

(8) Attempt to cloak or conceal your identity or your Application's identity when requesting authorization to the Developer's Tools.

1.3.3 Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Gluwa, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the Gluwa API or your Gluwa Account in violation of this Agreement, (b) your Application that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, or (c) your failure to secure and keep secret your OAuth Token(s) or API key(s).

2. Activities Subject to Additional Restrictions.

2.1. Activities Subject to Additional Restrictions. Gluwa may require you to obtain written consent and complete enhanced on-boarding procedures, and/or may restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:

2.1.1. Provide International Remittance Services. Any Application which involves a service that provides for: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.

2.1.2. Provide Banking or Other Licensed Financial Services. Any Application which either holds money for eventual payment or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank, money services business, or other financial service provider, or as an escrow service in the jurisdiction where the service's users reside, unless such Application falls within the definition of a Prohibited Business under the Terms.

2.1.3. Provide Gaming Services. Any Application which involves the payment of funds by a customer in exchange for the chance to earn or win a prize, reward, or other payment.

2.1.4. Provide Digital Currency Exchange Services. Any Application which involves a business engaged in the exchange of Digital Currency for local currency, funds, or other Digital Currency and which accepts and transmits a convertible Digital Currency or buys or sells convertible Digital Currency for any reason.

2.1.5 Provide Donation Acceptance Services. Any Application which involves a service which allows for the acceptance of donations on behalf of a charity or other religious or spiritual organization.

3. Intellectual Property and Ownership; Use of Marks.

As between Gluwa and you, the Developer's Tools, Gluwa Marks, and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Gluwa and are protected by applicable intellectual property laws and treaties. You have no rights with respect to Developer's Tools or Gluwa Marks except as expressly set forth herein. If you obtain Gluwa's prior written consent, you may use and display Gluwa's name and logo ("Gluwa Marks") solely to attribute the Developer's Tools as the source of your Application.

4. API Calls and Compliance

Gluwa may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability. If you exceed these limits, Gluwa may moderate your activity or cease offering you access to the Gluwa APIs altogether in Gluwa's sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Gluwa may immediately suspend or terminate your access to the Developer's Tools without notice if Gluwa believes, in its sole discretion, that you are in violation of this Agreement or the Terms.

5. Updates and Support

Gluwa may elect to provide you with support or modifications for the Developer's Tools, in its sole discretion, and may terminate such support at any time without notice. Gluwa may change, suspend, or discontinue any aspect of the Developer's Tools at any time, including the availability of any Developer's Tools.

6. Security and Privacy

6.1 Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Application, including without limitation any personally identifiable information ("PII"), from unauthorized access or use. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify Gluwa promptly of such a breach or exposure including root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes and any other applicable privacy laws and you will bear the costs incurred by Gluwa resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Developer's Tools or any authorized or unauthorized use of your Application.

6.2. Privacy and PII. "Customer Data" means any and all technical information, PII, device usage information, or other information derived from access to or use of any of the Developer's Tools, including but not limited to data that relates to any end users of any Gluwa products or services or pertains to use of any Gluwa products or services by such end users. You acknowledge and agree that you are solely responsible for obtaining all required consents from end users in connection with any use of your Application and the Developer's Tools, which consent shall be compliant with all applicable data protection legislation and other privacy laws, rules, and regulations. Without limiting the foregoing, before collecting any Customer Data or other information from end users of your Application, you must provide adequate notice of what Customer Data and other information you collect and how it will be used and/or shared and obtain any necessary consents. You and your Application will comply with all privacy laws and regulations (including those applying to PII) in connection with your access and use of the Developer's Tools. You will provide and adhere to a privacy policy for your Application that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all end users of your Application, and (iii) clearly and accurately describes to end users of your Application what data and user information you collect (such as PII, login information, etc.) and how you use and share such information (including for advertising) with Gluwa and third parties. If a user requests of you or Gluwa to have any Customer Data that may be considered PII under any law, rule, or regulation throughout the world deleted, you agree to promptly honor the user's or Gluwa's request and to delete all such data and information from your servers and other assets, including back-ups, to the extent reasonably possible, or to anonymize all user data so it cannot be tied back to a user's identity.

6.3. Data Use. You will not sell any Customer Data or disclose any Customer Data to any third party. Your Application may use Customer Data only as required for use and access to your Application by the end user to whom such Customer Data relates. You shall not sublicense the Customer Data to any third party, and you shall not use or disclose any information derived directly or indirectly from the Customer Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you shall not use any part of the Customer Data to create a database separate from your Application or transmit all or part of the Customer Data to any third party for any use separate from your Application. Any use of Customer Data other than as expressly permitted by this Agreement is strictly prohibited.

This product includes GeoLite2 data created by MaxMind, available from http://www.maxmind.com.