A. There are some RISKS related to any transactions with virtual currencies, cryptographic tokens and/or other digital assets. The risks described herein are not exhaustive. It is worth keeping in mind - the crypto industry is a new economic and technical area, it is quite possible that in your further use of Calypso services and operations with tokens and/or other digital assets, new risks that cannot be currently foreseen and described may emerge.
There is no uniform approach to determination of legal status of virtual currencies, cryptographic tokens and/or other digital assets. Despite the current globalization level, countries do not have any uniform approach to their regulation. However, cryptocurrencies attract close attention of regulators in many countries, so in the near future countries will take steps on digital assets regulation. They can be subject to taxation, reporting, audit (or already are, depending on the state policy).
Currently, the value of such assets is not backed by central banks and they do not have any possibility of such backing; digital assets are an autonomous global system supported by users’ reliance on the technology so cryptographic asset operations are subject to significant risk.
Transactions with cryptocurrencies involve certain risk levels related to their value. The retrospective value of your asset does not predict its future value. The price of virtual currencies, cryptographic tokens and/or other digital assets may go both upwards and downwards and may depend on economic, political, technological, social, psychological and other factors. Both well-known causes and causes that cannot be currently predicted may result in such movements. The value of cryptocurrencies may be impacted by several related factors or just by one.
Blockchain network risks
Blockchain networks are based on confirmation of a transaction record (entry into a distributed ledger) by other participants of the distributed network. Due to this, the system requires some time to record your rights to cryptographic tokens and/or other digital assets, so you may see the result not immediately.
Transactions related to virtual currencies, cryptographic tokens and/or other digital assets cannot be voluntarily cancelled. Financial losses caused by errors, accidental transactions or fraudulent actions cannot be refunded.
You should note that any transaction performed may remain unconfirmed by blockchain participants or cancelled.
We admit that technical failures are possible in the course of use of services offered by Calypso. Bad internet connection, equipment failures, information distortions may be due to human mistakes or inadequacy of the device and processes.
B. By visiting Calypso website and continuing the use of Calypso service/downloading the software, you confirm that you are a person of a legal age, capable, not disqualified and can be independently liable for your decisions and actions;
D. You possess all required understanding and knowledge of blockchain transactions and, consequently, take full responsibility for understanding of and compliance with any laws, rules and regulations established by your government to regulate digital assets and blockchain technologies applicable to you in relation to the use of all and any services;
Calypso does not provide any financial, legal, tax, accounting or other advice to users. You shall be independently liable for your actions including decisions pertaining to disposal of your financial resources when using Calypso services. When making financial, legal, tax, accounting and other decisions, we recommend that you turn to relevant professional advisors.
We want you to know Calypso is a part of a holding company. When you use our services one of our company render related services:
Terms and definitions
“Account” means the set of data stored on Calypso servers concerning the User, which is necessary for his/her identification and for granting access to the software, his/her personal data and settings.
“Application Programming Interface” (“API”) means an application programming interface which is a set of tools and functions that allows one program to interact with another.
“Blockchain” means a shared, unaltered and distributed ledger of transactions (minimum of logically meaningful operations). The ledger is stored on multiple computers connected to each other by a single network. Communication between the computers is carried out via the Internet. The ledger is designed for recording of transactions and accounting of tangible and intangible assets in a trustless environment. The ledger stores the entire set of operations performed between the operations' owners. Operations are added to the blockchain as a block.
“Block” means a combination of a set of operations, which are checked for validity, it also includes the hash of the previous block.
“Hash” means a volume of information converted into a unique set of characters that is specific only to this array of input information.
“Cryptocurrency” means any virtual currency, cryptographic token and/or other digital assets.
“Over-the-counter” (“OTC”) means a deal is done directly between two parties, without the supervision of an exchange.
“Malware” means a software code, files, scripts and/or programs designed to damage the software and/or hardware, including viruses, worms and Trojan horses.
“Remote access” means that User has access to the Service in such a way that the User is given an opportunity to use the software running in the Company's cloud infrastructure and accessible from various user devices via a web browser. In this case, the User has limited ability to manage the software, has a limited set of user configurations of the software, has no access to an instance of the software example, its network infrastructure, database and software clusters.
“Service” means a software solution in the Internet network at https://www.calypso.finance used to provide the services of the Company.
“Software” means Calypso software application available on the website https://www.calypso.finance as a cloud computing service, comprising data and command set, including the source code, the database, which has software usage documentation and is completely maintained by Calypso Pay Ltd.
“Technical Support” means actions taken by the Company to ensure the continued work of the Software and Services, including advising the User on the Software usage.
“Transaction” means any operation of transfer of cash/cryptocurrency from one Wallet to another, a deal resulting in change of the balance of the User’s Wallet.
“User” means any individual registered in Calypso system and using its services.
Section 1. Software. Services
1.1 Software. Calypso’s Software is provided to you for free under a personal, nonexclusive, nontransferable, nonsublicensable, revocable license for the purpose of transacting with digital assets.
1.2 Services. Calypso provides Services enabling the User to perform operations and different actions with Cryptocurrency through the use of the Wallet. The following Services are available for Calypso’s Users:
- (a) Accepting;
- (b) Payout;
- (c) Exchange of Cryptocurrency to fiat;
- (d) Exchange of fiat to Cryptocurrency;
- (e) Exchange of any kind of Cryptocurrency to another kind;
- (f) Cryptocurrency storage;
1.3 No granted. To prevent misunderstanding between you and us, User shall not be granted right of access to the following: (a) the source code of the Software; (b) the Software network infrastructure and equipment used for operation, including but not limited to: cluster, server (hardware); (c) the Software database.
1.4 Restrictions. You have no right (and shall not permit any end-user or third-party) to (i) decompile, disassemble or reverse engineer the Software or attempt to discover any source code or underlying algorithms of the Software, (ii) remove any copyright notices or other notices, whether or not embedded in the Software, (iii) modify or create derivative works of the Software (except as otherwise expressly permitted by us writing), (iv) relicense, grant, lease out or lend out the Software, provide to any third party or share the Software with a third party, (v) copy the Software or any part of it, except as provided herein, or (vi) disclose to a third party any information about the performance of the Software and errors detected therein.
1.5. Ownership. As between the parties, the Company retains all right, title and interests in respect to the Software, including any modifications, derivative works or enhancements, as well as all related intellectual property rights.
1.6. Embedded Software. User acknowledges that third-party software may be embedded in or otherwise bundled with the Software and Services. You are allowed to use third-party software only as part of and integrated with the Software.
Section 2. Company's representations
2.1 We represent and warrant that we have unencumbered right to grant the license described herein and that there is no claim with respect to the Software based on the actual or alleged infringement of any other person's intellectual property rights.
2.1.1 Company shall take reasonable technical and organizational measures to ensure that the Service and Software are compatible with the latest trends and features in blockchain development.
2.1.2 We make every effort to ensure that Calypso Services, Software and data are as secure and uninterrupted as possible. Company will implement the technical, administrative and physical security measures for both developed Software and User’s data.
2.1.3 We hereby agree to comply with the applicable laws and regulations relating to our activities.
Section 3. Account creation
3.1 User has Remote access to the Service via a web browser installed on a User's device. To gain access to Calypso services, the User must register in the system by creating an Account.
3.2 You should to create a strong password that is not used for any other software, website or online service, and must make reasonable efforts to prevent unauthorized access to the Software or its usage by third parties. Should the User suspect that unauthorized persons have obtained or may gain access to his/her Account or will detect any unusual, suspicious, unclear or non-typical changes, he/she should immediately notify the Company of such a fact. If the event of the User’s Account’s password loss and/or any other confidential information ensuring safe operations of the User in the course of receiving Calypso services, you must change such passwords or, if it is not possible, notify us as soon as possible upon receiving information of any such case. If you ignore any facts specified in the clause hereof, you shall be liable for any damage inflicted by any third parties.
3.4 Only individuals who have attained the age of 18 may become the Users of Calypso services and receive relevant services.
3.5 To be able to use all functions of Calypso’s Software and Service, you must meet the criteria of the Company’s compliance service. For the purposes of prevention of money laundering and combat with terrorism we may demand and the User must provide documents disclosing the User’s identity and/or transaction performed by the User and confirming the lawful source of the funds. Particular data and/or documents to be provided will be specified by the Company in the identification procedure notice. The Company may demand that copies of documents provided be duly certified, including translated into the language specified by the Company. All costs for the preparation of the requested documents are borne by the User. If User fails to provide the requested information and/or documents within the time period established by the Company, the Company may suspend provision of all or any part of the services to the User. All losses resulting from the provision of false and/or incorrect data shall be borne by the User.
3.6 Upon the registration, the User’s personal Account is created and the User gains access to the Wallet. The Account may be used by the User solely on behalf of the organization.
3.7 The User hereby undertakes to obtain and keep up-to-date any necessary consents for the processing of personal information of its employees acting as a User representative. The User understands that in performance of any Transaction, the Company may transfer the User’s employees’ personal data and User’s information to third parties directly related to the performance of such Transaction.
3.8 User’s actions on exchange/purchase of Cryptocurrency for fiat (and vice versa) via the Wallet cannot be reversed or cancelled.
3.9 You must respond to our messages and requests no later than 2 (two) working days after the date of receiving such a request, and take reasonable measures to resolve the relevant issue.
Section 4. User's assurances
4.1 The User hereby guarantees that he/she will not:
- (a) take any action capable of interfering the integrity of the systems and technologies of the Company, and performance of its software;
- (b) use Malware in any way;
- (c) attempt to gain access to the infrastructure of the Company's internal processes;
- (e) transfer (in any form, such as reselling, licensing, sublicensing, distribution, renting, etc.) his/her rights to the Software license.
4.2 You must use the Software and Services in accordance with aims that do not contradict the law.
4.3 User shall ensure that no Cryptocurrencies or fiat transferred to the Wallet result from illegal activities and that the User will not use the services provided by the Company for illegal purposes, including the User’s commitment not to perform any actions or operations for the purpose of money laundering.
Section 5. Intellectual rights
5.2 All content on websites related to The Company, including, inter alia, software, documents, graphics, data, algorithms, functional solutions of the Company’s services, database, etc., is an intellectual property of the Company and are protected by copyright and other legal means.
5.3 Taking into account the rights that are directly granted to the User hereunder, we reserve all intellectual rights, property rights to the services, the Company’s Software and documentation.
5.4 The Company does not grant the User any rights to the software, except in cases explicitly stipulated herein.
Section 6. Fees. Taxes
6.1 User should pay a fee for the Services of the Company.
6.2 The fee amount will be shown in the Account. Due to the circumstances that impact transactions, such as the transaction time interval, exchange rate difference, etc., the real fee amount may be different from the declared one.
6.3 The fee shall be paid automatically when the User performs a transaction via the Wallet.
6.4 Company may change fee amount. In this case, Company will send you a notice by any means available. You should accept the new terms or stop any further use of Calypso Service.
6.5 The User shall ensure that he/she has sufficient funds at the account to pay for the Services of the Company.
6.6 A fee shall be paid in the currency of transaction.
6.7 Any transfer expenses (charges/fees/other payments) of the User’s fiat and/or Cryptocurrency from the Wallet to any third party account specified by the User shall be at the User’s cost.
6.8 The Company will not pay any interests on the balance of cash in the User’s account.
Section 7. Warranty disclaimer
7.1 The developed Software is provided to you "as is". By granting the User access to the Service, the Company gives no guarantees (including any express or implied warranties) and makes no claims that:
- (a) the software will work error-free, uninterrupted, and continuously, and all identified errors will be corrected;
- (b) access to the software will not be uninterrupted, error-free, and malware-free;
- (c) the developed software will not be attacked by external hackers;
7.2 The Company does not give any financial, tax, accounting, investment or legal advice in respect of Cryptocurrency transactions. The User shall independently assess any possible consequences of his/her actions for his/her well-being based on personal goals, beliefs, knowledge and abilities. For that reason, all risks of transactions with digital assets, including the risk of financial loss, errors in the course of transactions, shall rest with the User to the extent permitted by law.
7.3 The Company shall give no guarantees regarding the Cryptocurrencies used by the User, such as guarantees of ownership, financial attractiveness, stability, etc.
7.4 The Company does not guarantee uninterrupted access to the Calypso services and software due to the fact that operation of the Calypso services and software may be affected by many factors beyond the Company’s reasonable control. For that reason, the Company shall not be liable for any consequences resulting from interruptions of the service.
7.5 The Company gives no guarantees regarding banks’ work, payment systems and other third parties involved in transactions.
Section 8. Changes and updates
8.1 The Company has right to introduce new versions of and updates to the Software at any time, due to which the appearance and specifications of previously released versions of the software may change.
8.2 The Company hereby undertakes to notify User of upcoming Software’s changes and updates within a reasonable time.
8.3 The User may not unilaterally amend and/or modify the ToU hereof.
8.4 The Company may unilaterally amend and/or modify the ToU hereof at its own discretion at any moment. However, we shall notify you of the modifications via our services. If after the modifications are made, you perform any actions clearly and directly signifying your consent to the new terms (by clicking the “I Agree” button or ticking the box next to the modified terms, or continuing to access or use the Calypso services), these actions shall express your consent to the new terms and confirm your readiness to use the service’s potential and functionality on the new terms. We recommend regular review of this terms.
Section 9. Software and services access restrictions. Termination
9.1 The User may request the Company to block the Account and/or the Wallet at any time, subject to the specifications provided for in ToU. In case of ends parties relationship, you must notice us in a written before 30 days. In this case User independently carries out actions to transfer funds and/or Cryptocurrencies to external bank account(s) or Wallet(s) owned by the User or a person specified by you. You independently bears the costs associated with the transfer of funds and / or Cryptocurrencies to external bank account(s) or Wallet(s). Also you should fulfill all monetary obligations to the Licensor before the date of termination of the Agreement specified in the notice.
9.2 Calypso has the right to withdraw from the relationship whit User at any time, subject to the specifications provided for in ToU thereof. In case of termination of relationship, we will notice you in a written before 30 days and given instruction about actions whit yours funds and/or Cryptocurrencies. Funds and/or Cryptocurrencies held in the User’s account/Wallet are transferred to the User’s external bank account(s) or Wallet(s) or a third party's bank account(s) or Wallet(s) specified by you. Calypso reserves the right to recoup from the funds and / or Cryptocurrencies to be returned to the User the commission for the provided Software, Services, fines, interests and expenses that were not paid by you.
9.3 Software and services access restriction. The Company may without prior notice suspend or fully refuse the provision of its services to the User subject to reasons established under ToU thereof or requirements under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and associated Regulations or the applicable legislation or without any reasons.
9.3.1 We reserve the right to suspend or restrict your access to the Services (fully or partially), including, inter alia, for the following reasons:
- (a) The information you have provided is not true, or inconsistent with the information you have provided during registration;
- (b) You do not perform the necessary identification procedures or do not provide the information required by us, or if you provide information that does not comply with the requirements provided for by applicable legal acts, or the Company has doubts about the veracity and authenticity of the submitted documents;
- (c) Your actions show signs of fraud;
- (d) Violations of the rules governing anti-money laundering and terrorism finansiation;(e) Security reasons or other similar circumstances;(f) Under direct requirement of the provision of the laws and regulations, and/or requirements of government authorities;(g) Under the court's order or order of a regulatory/government body;(h) You are in breach of any of the terms and warranties set forth herein, or any provision of law applicable to you, and such breach has not been corrected by you within the time limit or the breach is not at all remediable;(i) Your actions jeopardize the security of the Company’s Services or any other person;(j) Your actions may affect the operation of the Company’s software or our affiliate or partner;(k) Your actions may entail adverse consequences for us in the form of bringing the Company or our affiliate or partner to liability and affect the Company’s goodwill.
9.3.2 In the event of termination of the ToU at the cause suspension of access restriction to the Calypso services, the Company shall send a reasonable relevant notice to the you and giving instructions regarding funds and/or Cryptocurrencies withdrawal held on the Wallets. Cases where such notification is prohibited by law shall make an exclusion.
9.3.3 In the event that we have reasonable suspicions that money laundering, terrorist financing or other criminal activity occurs through the yours Account or Wallet (s), as well as if we receive a relevant order from the supervisory or law enforcement authorities, we have the right to partially or completely suspend the provision of Services to you, as well as to block the User’s funds and/or Cryptocurrencies held on the Wallet(s) for a period of 30 (thirty) calendar days with the right to extend it an unlimited number of times until the suspicions of illegal activities, violations of this ToU are completely removed or confirmation is received from the supervisory authority, as well as we may send a report to the relevant supervisory authority.
9.4 The closure of the User’s account does not mean that the User’s data, including transaction history, will be deleted. Subject to the requirements of the applicable legislation, the Company shall store any required data for at least 5 years. We record and store information on any transaction performed by the User when using the Wallet. Such records may be transferred to relevant government authorities and/or third parties entitled to that by law.
Section 10. Confidentiality
10.1 The parties agree to respect the information received from each other and protect such information.
10.2 The parties agree that (i) the Software, its operation algorithms, source code (including any part thereof), its documentation, prices and other terms offered to the User, including, inter alia, any functional limitations or errors in the Software are confidential information owned by the Company, and (ii) any other business, technical, financial or other information disclosed by one party to the other hereunder shall be confidential information of the disclosing party (collectively referred to as "Confidential Information"). Except as expressly permitted in Section 10(3) or elsewhere herein, each party shall retain confidentiality and shall not use or disclose to any third party any Confidential Information of the other party. This condition shall survive the termination hereunder for whichever is the longer period: (i) two years after the expiration of this agreement, (ii) the period of time to be determined by any applicable law or regulation or (iii) the period of time during which such Confidential Information will be treated as a commercial secret in accordance with the applicable law.
Section 11. Limitation of liability
11.1 Under no circumstances shall the total liability of the Company, including its affiliates and beneficiaries, arising from the provisions hereunder exceed the total amount actually paid by the User and/or its affiliates for the Software and Services hereunder that gave rise to liability.
Section 12. Indemnification
12.1 User will defend, indemnify, and hold harmless Company, our affiliates and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by User; and (b) a dispute between Users and any of User’s customers. User will reimburse Company for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above.
Section 13. Anti-sanctions undertaking
13.1 The User hereby agrees to comply with all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations, including all laws and regulations that may apply to it.
13.2 You hereby confirm and represent to the Company that you and any of your controlled entities or any party that owns or controls you or your legal entity are:
- (a) Not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including, inter alia, the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or another relevant state authority;
- (b) Not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.
Section 14. Compliance with anti-corruption laws
14.2 User acknowledges that international anti-corruption laws, including the FCPA and the UK Bribery Act, prohibit any direct or indirect offer, payment or receipt of money or anything of value to/from any person (including but not limited to any government official, international organization, political party, party official or candidate for political office) for the purpose of obtaining, retaining or directing business, securing any improper advantage in the conduct of business, or inducing the improper performance of any public or business-related function.
Section 15. Notices
15.1 The Parties agree that e-mail is a permissible method of information exchange between the Parties:
- (a) The e-mail address specified by the User at registration shall be used to keep the User informed.
- (b) The User should use the following address to inform the Company email@example.com.
15.2 Communication sent by e-mail shall be deemed admissible evidence in resolution of any disputes between the Parties.
Section 16. Disputes and disagreements
16.1 In the event of any disputes or disagreements, the Parties shall take efforts to achieve consensus and settle them through negotiation.
16.2 The User may lodge a claim in respect of the Company’s services by sending a notice via e-mail at any moment. The claim shall contain the reasons for the claim, the User’s arguments as well as documents supporting the User’s position.
16.3 The Company shall consider the User’s position and notify the User of its decision within 20 calendar days except for the cases where a different time for response to a claim is prescribed by law.
16.4 If the User violates the terms hereof, the Company may use instruments of influence provided for under this agreement and the applicable legislation.
Section 17. Force majeure
17.1 Neither party shall be liable for any delay or default in performance of obligations under the agreement caused by circumstances beyond the reasonable control of the party, as a result of which either party is unable to perform all or a substantial part of its obligations under this agreement. Such circumstances are described by the parties as: (i) natural disasters; (ii) a strike, a blockade, an embargo or any other form of civil unrest; (iii) an act of war (whether declared or undeclared), hostilities, invasions, terrorism or civil unrest; (iv) power outages; (v) other unforeseen circumstances that the affected party could not reasonably have foreseen and taken precautions in relation to such circumstances and which the affected party cannot avoid even with the best efforts.
17.2 The party invoking force majeure as a reason for non-fulfillment of its obligations under the Agreement is obliged to immediately notify the other party in writing of the nature of the circumstance and the further prospect for fulfilling the obligations.
Section 18. General provisions
18.2 The agreement shall be valid for an indefinite period of time.
18.4 Neither party may assign its rights and obligations under this agreement without the prior written consent of the other non-assigning party. Any permitted assignment shall be binding on the successors of the assignor.
18.5 The parties expressly understand and agree that each party shall be independent in the implementation of each part of this agreement, shall be solely responsible for all of its employees and agents, as well as for its labor costs and expenses arising in connection with it. Neither party nor its agents or employees are representatives of the other party for any purpose, and neither party has power or authority as an agent, employee or in any other way to represent the other party, to act on behalf of the other party, to bind by obligations or otherwise create or assume any obligations on behalf of the other party for any purpose.
18.6 If any provision hereunder is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to achieve their original purpose in full compliance with applicable laws and regulations.
18.7 Delay, non-use of their rights by any party, or the use of their rights not in full is not and shall not be deemed as a waiver of this party to exercise such rights subsequently. Any change in the scope and nature of the rights shall be made in writing and signed by authorized persons of the relevant party.