Premium Exchanger FZCO Product and Services Agreement

This document constitutes a public offer by Premium Exchanger FZCO (hereinafter "Premium Exchanger FZCO") to conclude an agreement for the provision of a software product and the rendering of services (hereinafter the "Agreement") with any person that has accepted its terms (hereinafter the "User"). Premium Exchanger FZCO and the User are hereinafter referred to collectively as the "Parties" and individually as a "Party".

Please read the terms of the Agreement carefully before accepting it. Acceptance of the Agreement is deemed to occur when the User performs any of the following actions: payment of an issued invoice, clicking a payment button or other confirmation button, or commencing use of the product. By performing any of these actions, the User:

represents and warrants that they have due authority to conclude the Agreement on their own behalf or on behalf of the person they represent;
confirms that they have fully reviewed the terms of the Agreement, understand them and accept them;
if they do not agree with the terms, refrains from performing the said actions and does not use the product.

If the product is installed or used on the User's behalf by another person (a system integrator, contractor or consultant), such person is deemed to act as the User's representative, and the User is deemed to have accepted all the terms of the Agreement in full.

Premium Exchanger FZCO acts as a software supplier and is not an exchange operator, financial intermediary or virtual asset service provider, and does not hold funds in custody. The operation of the exchange website is carried out by the User independently and under the User's sole responsibility.

1. Terms and Definitions

1.1. Product - the software of Premium Exchanger FZCO intended for launching and operating an exchange website, including the program files, the licence key and accompanying documentation, as well as updates thereto.

1.2. Services - additional services of Premium Exchanger FZCO related to the product and ordered by the User in the manner provided for by the Agreement.

1.3. Licence - the right granted to the User to use the product on the terms and within the limits established by the Agreement.

1.4. Website - a set of web pages located at premiumexchanger.com.

1.5. Personal account - the User's secure section on the website, containing information about the User, their orders and licences, and providing access to the functions of the product and services.

1.6. Licensing server - the hardware and software resource of Premium Exchanger FZCO within the premiumexchanger.com domain to which the product connects in order to verify the licence status.

1.7. Activation - the User's confirmation of the commencement of use of the product by clicking the "Activate" button in the personal account after specifying the required data.

1.8. Subscription - a licence granted for a fixed term. Perpetual licence - a licence granted without a time limit.

1.9. Exchange website (exchanger) - the User's website operating on the basis of the product.

1.10. Order - a request, formed by the User or for the User, for the provision of the product or services, subject to payment.

2. Subject Matter and General Terms of the Agreement

2.1. Premium Exchanger FZCO grants the User a licence to use the product and may also render services to the User. The User undertakes to pay for the product and services in a timely manner and to comply with the terms of the Agreement.

2.2. The principal subject matter of the Agreement is the provision of the product. Services are rendered in addition to the product and are governed by the terms agreed by the Parties in respect of each service, as separate obligations.

2.3. The Agreement is a single agreement in respect of the product and services and applies regardless of the chosen method of ordering and payment.

2.4. Premium Exchanger FZCO may also provide the product and render services to other persons.

2.5. The Agreement is amended by Premium Exchanger FZCO by posting the current version of the Agreement on the Premium Exchanger FZCO website. Continued use of the product by the User after amendments have been made means that the User accepts the new version of the Agreement.

3. Product Licence

3.1. Premium Exchanger FZCO grants the User a limited, non-exclusive, non-transferable and non-sublicensable licence to use the product for the term of the licence and solely in accordance with the terms of the Agreement and the documentation.

3.2. The product is provided for use (licensed) and is not alienated or sold. Exclusive rights and title to the product do not pass to the User. All rights not expressly granted to the User are reserved by Premium Exchanger FZCO.

3.3. The User shall not itself, and shall not permit any third party to:

modify, decompile or disassemble the product, reverse engineer it or otherwise obtain the source code, or create derivative products;
remove or alter notices of rights, or circumvent the technical restrictions of the product;
sell, lease, transfer, distribute or sublicense the product or make it publicly available;
transfer the product to third parties for unlawful purposes.

3.4. The User shall use the product solely for lawful purposes and shall not use it to cause harm to third parties or to Premium Exchanger FZCO, or for the purposes of money laundering or terrorist financing.

3.5. Certain components of the product may be provided under open-source or third-party licences. In the event of a conflict between the Agreement and such a separate licence in respect of the relevant component, the separate licence prevails. The product as a whole is not publicly available software and is not provided to the public.

3.6. A breach by the User of the terms of this section is deemed a material breach of the Agreement and is grounds for restricting the User's access to the product and the personal account, as well as for remotely blocking the licence, as a result of which the operation of the exchange website ceases, in the manner provided for by the Agreement.

4. Activation and Use of the Product

4.1. Activation is carried out by the User independently in the personal account by clicking the "Activate" button. Before activation, the User specifies the address of the server on which the exchange website will be hosted, the domain name of the exchange website, an email address and, at their discretion, a subdomain. The term of the licence is calculated from the moment of activation.

4.2. The User shall provide accurate, complete and precise data upon registration and activation.

4.3. The information entered by the User upon activation is automatically checked for consistency between the network settings of the domain name and the specified server address. If there is an inconsistency, activation is not possible. The User is solely responsible for the accuracy and completeness of the data entered and for the correctness of the network settings of the domain name and may eliminate the inconsistency and repeat the activation.

4.4. A licence may at any one time be linked only to one server, one domain name and its subdomain. A separate licence is required in respect of each exchange website in order to operate several of them.

4.5. Upon launch, the product connects to the Premium Exchanger FZCO licensing server in order to verify the licence status. If the licensing server is unavailable or access to it is restricted for any reason, the product does not launch.

4.6. Premium Exchanger FZCO is not liable for the inability to launch or operate the product caused by the absence of a secure connection (HTTPS) or an installed SSL certificate, by the entry of inaccurate data upon activation, or by the unavailability of, or restriction of access to, the licensing server for reasons on the side of the User, the User's infrastructure or third parties, or by reason of jurisdictional restrictions. The inability to launch or operate the product for the said reasons does not constitute a failure to perform, or improper performance by, Premium Exchanger FZCO of its obligations under the Agreement. The product distribution package and its updates are downloaded to the User's server from a third-party cloud service (including AWS). Premium Exchanger FZCO is not responsible for the availability and operation of such a third-party service.

4.7. The User acknowledges that verification of the licence through the product's connection to the Premium Exchanger FZCO licensing server is an integral technical feature of the product and undertakes not to obstruct such verification.

4.8. A change of domain name or subdomain is carried out solely through the personal account on the basis of the User's request. In the event of a failure during the change procedure, the liability of Premium Exchanger FZCO is limited to carrying out a manual check, reinstallation and elimination of the fault. Premium Exchanger FZCO does not bear the broader risks arising on the side of the User's server.

4.9. Premium Exchanger FZCO may update the product and the website, temporarily suspending their operation.

4.10. Premium Exchanger FZCO may regularly release product updates, and the User shall install all released updates in a timely manner. Premium Exchanger FZCO is not liable for adverse consequences where, at the time of the relevant incident, the User was not using the current version of the product. The liability of Premium Exchanger FZCO is excluded in any event where more than 60 (sixty) calendar days have elapsed since the date of release of the relevant update.

4.11. Premium Exchanger FZCO notifies the User of the need to install updates through the personal account, a messenger group with the User and/or the official Telegram channel of Premium Exchanger FZCO. If the User has not installed the update within 3 (three) calendar days of the notice being sent, Premium Exchanger FZCO is not liable for adverse consequences associated with the User's use of a non-current version of the product.

4.12. The mere existence of certain technical features in the product does not in itself constitute a breach by Premium Exchanger FZCO of its obligations under the Agreement and does not give rise to any grounds for liability. Premium Exchanger FZCO shall be liable for the consequences of unlawful actions by third parties solely where there was wilful misconduct or gross negligence on the part of Premium Exchanger FZCO, in particular where Premium Exchanger FZCO had actual knowledge of the relevant features of the product and failed to take measures to eliminate them, and also failed to notify the User in the manner provided for in this section.

5. Pricing, Payments and Instalments

5.1. The licence is granted in the form of a fixed-term subscription or a perpetual licence. The term of the subscription, the cost of the licence, and the terms for granting instalments in respect of a perpetual licence are determined by the pricing posted on the Premium Exchanger FZCO website and apply in the version posted at the time the order is placed.

5.2. The subscription is payable in full for the chosen period. An invoice is issued by Premium Exchanger FZCO in electronic form, and it is paid in the manner and within the time limits specified when the order is placed.

5.3. The Agreement is deemed accepted from the moment payment for the relevant product or service is received.

5.4. The licence fee paid is non-refundable, including in the event of the User's subsequent non-use of the product. If paid-for services have not been rendered, Premium Exchanger FZCO may, at its discretion, instead of refunding the funds, offer the User to set off the corresponding amount against payment for other services or against renewal of the licence.

5.5. In the event of late payment, Premium Exchanger FZCO may suspend the operation of the product and the rendering of services until the debt is repaid, without bearing liability for such suspension.

5.6. Where a perpetual licence is paid for in instalments, if an instalment payment is missed, the operation of the exchange website is suspended until the payment is made. If several payments are missed, the User shall pay the entire accumulated amount of the debt in order to resume operation.

5.7. Upon expiry of the paid-for licence term, the operation of the exchange website is suspended. Access to the administrative part and the preservation of data are maintained in this case. To resume operation, the User must make payment.

5.8. The timing and moment of activation, suspension and resumption are determined by server time (UTC). In the personal account, the corresponding time may be displayed to the User adjusted for their time zone.

5.9. The User may switch from a subscription to the purchase of a perpetual licence (as a lump sum or in instalments) in the personal account instead of renewing the subscription. The remaining paid-for subscription period is not refunded or set off in this case, although Premium Exchanger FZCO may at its discretion set off a part of it.

5.10. The licence is automatically renewed for the same term on the terms in effect at the time of renewal. The price in effect on the date of renewal applies upon renewal. Renewal of the licence is also available to the User in the personal account.

5.11. The payments specified in the Agreement do not include taxes. The User independently pays the taxes and fees applicable to them. If, under the law applicable to the User, any tax is to be withheld from the amounts due to Premium Exchanger FZCO, the payment amount shall be increased so that Premium Exchanger FZCO receives the amount it would have received in the absence of such withholding.

6. Ordering, Payment and Personal Account

6.1. An order may be placed in the cart on the website together with the product, in the cart on the website separately from the product, via a separate payment link or separate invoice, or by directly agreeing the order with Premium Exchanger FZCO. In the latter case, the order is deemed agreed from the moment of payment of the relevant invoice.

6.2. Payment is made through the website or against an invoice or payment link issued by Premium Exchanger FZCO, including ones sent via the personal account or messenger. Acceptance of the Agreement occurs by any method of payment. The invoice or payment message specifies the composition and amount of the order, as well as the condition that payment means the User's acceptance of the Agreement, with a reference to its text.

6.3. An order may be formed by the User independently or formed for the User by Premium Exchanger FZCO in the personal account with the issuance of an invoice (including specifying the address, amount and payment code). Payment of such an order means acceptance of the Agreement.

6.4. Amounts paid under an order are non-refundable, except in the cases expressly provided for by the Agreement.

6.5. Premium Exchanger FZCO may provide for the User to subsequently deposit and use funds in the personal account to pay for services or renew the licence. The relevant procedure is established separately by Premium Exchanger FZCO.

7. Additional Services

7.1. Premium Exchanger FZCO may render to the User services that are additional to the product, including: creating an exchange website on the basis of the product, developing the website design, supporting domain name registration, selecting and leasing a server, configuring the security of the server and website, creating and configuring exchange directions, connecting payment systems, developing additional modules (including "Merchant" and "Auto-payout"), training in managing and configuring the website, supporting inclusion in monitoring services (BestChange, ExchangeSumo, ExNode), and other services at the User's request.

7.2. The specific list, scope, cost, timing and other essential terms of each service are agreed by the Parties separately (in an estimate, a brief, an invoice or an order in the personal account). The Agreement establishes the general terms for rendering services without determining their detailed composition.

7.3. Proper rendering of a service is determined by the assignment agreed by the Parties. The assignment is documented in writing, including by completing a brief, agreeing technical specifications, or a parameter table. Conformity of the result to the agreed assignment is deemed proper performance.

7.4. Upon completion of the work or the rendering of a service (or a stage thereof), Premium Exchanger FZCO sends the User a corresponding notice. If the User does not send a reasoned written objection within 5 (five) business days of such notice, the service (or stage) is deemed to have been rendered properly and accepted. Premium Exchanger FZCO may draw up a unilateral acceptance certificate which, where the User evades acceptance, serves as proper confirmation of the fact that the service was rendered.

7.5. Work and actions falling outside the agreed scope are performed for an additional fee as agreed by the Parties.

7.6. Premium Exchanger FZCO does not guarantee that the result will fully conform to all of the User's wishes, owing to the features and limitations of the product.

7.7. Services for configuring and ensuring the security of the server and website are rendered at a basic level. No guarantee of full security is provided. In the event of an incident caused by the improper rendering of a service, the liability of Premium Exchanger FZCO is limited to the cost of the rendered service. If the configuration was carried out correctly and the compromise occurred for other reasons (including previously unknown vulnerabilities, the actions of third parties, or the subsequent actions of the User or its administrator), Premium Exchanger FZCO bears no liability.

7.8. For the services of creating exchange directions and connecting payment systems, Premium Exchanger FZCO carries out a basic functionality check. A full functionality check is carried out by the User.

7.9. For the service of supporting inclusion in monitoring services, no guarantee of inclusion is provided, and a refusal by the monitoring service is possible. Part of the actions is carried out by the User, and without the User's participation the process does not progress. A refund is possible only in respect of a paid-for but not yet commenced stage.

7.10. In the development of the design, artificial intelligence tools are used to generate part of the images and layout elements. Rights to such materials are transferred to the User to the extent permitted by the services used. The source design files are not transferred to the User in order to protect the know-how of Premium Exchanger FZCO.

7.11. The timing of the rendering of services is agreed individually and depends on the current workload of Premium Exchanger FZCO and the speed with which the User performs the required reciprocal actions. Premium Exchanger FZCO bears no liability for delays caused by the User's acts or omissions.

7.12. For services that Premium Exchanger FZCO has not commenced, a refund is possible. For services that have been commenced and actually rendered, no refund is made.

8. Intellectual Property

8.1. All intellectual property rights, whether created solely by Premium Exchanger FZCO or jointly with other persons, belong to Premium Exchanger FZCO or, where applicable, its licensors in the territory of any country. Intellectual property rights include: products, databases, patents, trademarks or service marks, product names, designs (registered or unregistered), trade secrets, know-how, as well as any similar rights in respect of domain names, trademarks, logos and branding appearing on the website, and all content relating to the structure of the website, the services, the additional services, the software, design developments, related knowledge or processes, as well as any updates, refinements, modifications, enhancements or derivative works. All rights not expressly granted to the User belong to Premium Exchanger FZCO or, where applicable, its licensors in the territory of any country.

8.2. The User voluntarily waives any right to claim from Premium Exchanger FZCO, its affiliates or licensors any rights to any products, documentation or support services, except for the rights expressly granted to the User under the Agreement.

8.3. Premium Exchanger FZCO holds all rights, including the unlimited royalty-free right to use and incorporate into products and support services any suggestions, improvement requests, recommendations or other feedback provided by the User in respect of the products and services.

8.4. The source design files and other source materials are not transferred to the User. Part of the mock-ups may be provided in demonstration mode.

8.5. In the creation of the design, artificial intelligence tools are used. Rights to the generated materials are transferred to the User to the extent permitted by the services used, subject to the restrictions established by those services.

8.6. Copyright law and international treaties protect the software, including the documentation. Unauthorised copying of the software, the documentation or any part thereof is strictly prohibited. The Agreement grants the User only those rights to use the software that are expressly permitted by the Agreement, and Premium Exchanger FZCO and its licensors reserve all other rights. The User will not, and will not permit others to:

reverse engineer, reproduce, decompile, recompile, disassemble, combine, modify, adapt or translate the software or documentation or any component thereof, or create derivative works based on them, except where expressly permitted by applicable law or by the prior written consent of Premium Exchanger FZCO;
incorporate the software into any other software not provided by Premium Exchanger FZCO, except in permitted cases of configuration;
remove, erase, destroy, minimise, block or alter any logos, trademarks, copyright notices, digital watermarks or other notices of Premium Exchanger FZCO or its licensors;
circumvent any technical restrictions in the software;
transfer, sublicense, lease, sell, distribute or assign the software or any part thereof to any other person, except where expressly permitted by the Agreement;
use the software to store or transmit copyright-infringing, defamatory or other unlawful materials;
use the software in a manner that avoids the charging of fees or exceeds the established usage limits.

8.7. Premium Exchanger FZCO may use the User's name, trademark and logo in marketing materials, indicating the fact of cooperation. Such use does not constitute an infringement of the User's rights.

9. Anti-Money Laundering and Sanctions

9.1. Premium Exchanger FZCO has the right to identify Users wishing to make use of the Premium Exchanger FZCO product and services and to invite them to undergo a verification procedure. Public authorities, credit institutions, payment service providers and information processing providers may pay particular attention to the User and/or to facts indicating the possible applicability of international sanctions to the User.

9.2. Premium Exchanger FZCO may request additional information from the User where there are any suspicions regarding the User's identification information or conduct, and in the event of a corresponding request from public authorities, credit institutions, payment service providers or information processing providers. Premium Exchanger FZCO may carry out a cross-check of the User against sanctions lists.

9.3. The User must not be included in sanctions lists and must not be located in sanctioned or prohibited jurisdictions. Such lists include, in particular: the Specially Designated Nationals List (OFAC SDN) and the lists of the U.S. Department of Commerce, the consolidated sanctions list of the UN Security Council, the restrictive measures of the European Union, and the sanctions list of the United Kingdom. This list is not exhaustive and is updated in line with the sanctions regimes.

9.4. Premium Exchanger FZCO does not provide the product and services to persons located in sanctioned and prohibited jurisdictions, including but not limited to: Iran, the DPRK, Syria, Cuba, and the regions of Crimea, Donetsk and Luhansk.

9.5. Premium Exchanger FZCO may assess the risks in each particular case and take all necessary measures to mitigate them, in particular where there is an elevated risk of money laundering or terrorist financing. Depending on the circumstances, Premium Exchanger FZCO may apply one or more due diligence measures:

request additional information, particulars and documents from the User;
verify the information provided by the User on the basis of additional documents, data or particulars;
collect additional information about the purpose and nature of the business relationship and verify the information provided;
determine the User's profile, as well as the source and origin of the funds used in the transactions;
analyse the User's activity and assess its consistency with the User's profile.

9.6. The payment system's processing provider may carry out checks on all counterparties, where applicable in a particular case.

9.7. The User does not advertise or post information about its services on anonymous unlawful platforms, on resources containing information about unlawful activity or calling for it, or on platforms blocked by regulators. If a violation is identified, Premium Exchanger FZCO may require the removal of the relevant materials within 48 hours and, where the requirement is not met, restrict the User's access without refunding the funds paid.

9.8. Premium Exchanger FZCO acts as a software supplier and is not an exchange operator, virtual asset service provider, financial intermediary or custodian of funds. Compliance with the requirements applicable to the operation of the exchange website (obtaining the necessary permits, identifying end users, anti-money laundering, tax and other reporting) is the sole responsibility of the User. Premium Exchanger FZCO is not liable for the User's regulatory violations.

9.9. Where there are reasonable suspicions regarding money laundering or terrorist financing, Premium Exchanger FZCO immediately reports this to the public authorities, credit institutions, payment service providers or information processing providers that have requested information about the User. The provision of such information does not constitute a breach of the obligation of confidentiality.

9.10. If the User's activity does not fully fall within the category of activity that is reportable, any subsequent activity of such a User may be subject to enhanced monitoring.

10. Representations and Warranties

10.1. The User represents and warrants that, as at the date of acceptance and throughout the term of the Agreement:

they have the necessary legal capacity and authority to conclude and perform the Agreement;
the information provided by them, including the activation data, is accurate, precise and complete;
they and their beneficiaries are not subject to sanctions and are not included in sanctions lists;
they comply with the law applicable to their activity in their jurisdiction;
the means of payment used by them belong to them;
they acquire the product and services for the purposes of business activity.

10.2. The representations and warranties remain in force throughout the term of the Agreement. The inaccuracy of the representations and warranties is grounds for restricting access, blocking and ceasing the rendering of services.

11. Indemnification

11.1. The User shall indemnify Premium Exchanger FZCO (including its affiliates, employees and representatives) and hold them harmless against any claims, suits, losses, fines and expenses (including reasonable legal costs) arising out of or in connection with:

a breach by the User of the Agreement or of applicable law;
an infringement of the rights of third parties;
the use of the product or services beyond the permitted scope;
the transfer or sublicensing of the product;
claims by the User's own users (customers);
the use of means of payment that do not belong to the User or are invalid.

11.2. The User warrants that all means of payment used by them belong to them and are used on lawful grounds. The User bears all risks and consequences of using means of payment that do not belong to the User or are invalid.

11.3. In the event that third parties bring claims relating to the User's use of means of payment, the User shall settle such claims independently and at its own expense.

11.4. Premium Exchanger FZCO notifies the User of the relevant claim and may participate in its settlement.

12. Confidentiality

12.1. The term "Confidential Information" means any information in any form that the Disclosing Party provides to the Receiving Party in the course of performing the Agreement and which is either marked as confidential or is of such a nature that a reasonable person would consider it confidential in similar circumstances. Confidential Information includes any products and support services, as well as any information relating to them (including, without limitation, user manuals, mathematical methods, correlations, concepts, structures, specifications, lists and other documentation). Confidential Information does not include information that has become publicly available without a breach of the Agreement by the Receiving Party, was known to the Receiving Party prior to disclosure, was obtained from a third party without a breach of confidentiality obligations, or was independently developed by the Receiving Party.

12.2. Each Party undertakes to protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own materials, but in any event with a reasonable degree of care, and to use the Confidential Information solely for the purposes of the Agreement.

12.3. Neither Party shall disclose to any person the Confidential Information received from the Disclosing Party without the prior written consent of the Disclosing Party. The Receiving Party is responsible for any breach of the provisions of this section by its affiliates, employees, contractors and agents.

12.4. The confidentiality obligations remain in force for 3 (three) years after the termination or expiry of the Agreement.

12.5. In respect of Confidential Information constituting a trade secret under applicable law, the confidentiality obligations remain in force for as long as such information continues to constitute a trade secret.

12.6. The Receiving Party may disclose Confidential Information pursuant to an order of a court or public authority, provided that, where permitted by applicable law, it first notifies the Disclosing Party.

12.7. The User authorises Premium Exchanger FZCO to perpetually collect, use, disclose and modify the information or data provided by the User in connection with the use or receipt of the products and support services, for the purposes of developing, improving, optimising and providing the products and support services.

12.8. Neither Party shall issue press releases or advertising materials concerning the activity of the other Party without its consent, except for the use of the name, trademark and logo in marketing materials as provided for by the Agreement.

12.9. In the event of a threat of disclosure or unauthorised use of Confidential Information, including source code, the Disclosing Party may seek interim relief, since the recovery of damages may be an inadequate remedy.

13. Disclaimer of Warranties

13.1. The product, services and support are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Premium Exchanger FZCO disclaims implied warranties, including warranties of merchantability and fitness for a particular purpose.

13.2. Premium Exchanger FZCO does not warrant the uninterrupted and error-free operation of the product, the elimination of all defects, or the compatibility of the product with third-party software.

13.3. Premium Exchanger FZCO endeavours to ensure the availability of its services (the personal account and the licensing server) at a level of no less than 99% in each calendar month. Excluded from the availability calculation are force majeure circumstances, scheduled technical work (with prior notice, of a total duration of up to 5 hours per month) and emergency work. The provisions on availability relate solely to the Premium Exchanger FZCO services and do not extend to the operation of the User's server, hosting, domain name and other infrastructure, or to the availability of third-party services.

13.4. Premium Exchanger FZCO is not liable for the operation of third-party services (including hosting, payment systems, certificate providers, monitoring services, liquidity providers) or for failures of the User's infrastructure.

13.5. The User accepts the risks associated with the transmission of data over communication networks (errors, the effect of malicious software, unauthorised access).

13.6. The User independently bears all legal and financial risks associated with the circulation of cryptocurrency in their jurisdiction and undertakes to monitor changes in the regulation applicable to them. Premium Exchanger FZCO is not liable for the actions of public authorities to restrict or prohibit the circulation of cryptocurrency or for the User's losses associated therewith.

13.7. The User accepts the technical risks associated with cryptocurrency and distributed ledger technology, including the irreversibility of transactions, exchange-rate volatility, delays due to network congestion, the risks of network forking and protocol changes, the risks of smart contracts and price data sources, and the loss of private keys. Premium Exchanger FZCO, as a software supplier, does not control distributed ledger networks and is not liable for the said risks.

14. Limitation of Liability

14.1. Premium Exchanger FZCO shall under no circumstances be liable for lost profits, or for indirect, incidental, special or punitive damages, loss of data, of funds or of access to them, or downtime, regardless of the basis of liability.

14.2. The aggregate liability of Premium Exchanger FZCO for any losses arising out of or in connection with the Agreement shall not exceed the fee paid by the User for the product (excluding the cost of services) during the 3 (three) months preceding the event giving rise to the claim. In respect of claims relating to a particular service, the aggregate liability of Premium Exchanger FZCO shall not exceed the cost of that service. The said limitations apply including where the provided remedy fails of its essential purpose.

14.3. The Parties confirm that the cost of the product and services has been set taking into account these limitations of liability and that such limitations form an essential basis of the Agreement.

14.4. Premium Exchanger FZCO is not liable for the User's actions in the event of use of the product for prohibited purposes.

14.5. Nothing in the Agreement limits or excludes a Party's liability for wilful misconduct or gross negligence.

15. Force Majeure

15.1. A Party is not liable for a delay or non-performance caused by circumstances beyond its reasonable control (including natural disasters, war, unrest, strikes, acts of authorities, epidemics, fires), as well as by denial-of-service (DDoS) attacks caused thereby, failures of equipment and networks, or disruptions resulting from power outages at cloud service providers. Notice is sent to the other Party within 7 days of the date on which the relevant circumstances arose. This provision does not release a Party from the obligation to pay.

15.2. The time limit for performing obligations is extended for the period during which the force majeure circumstances are in effect.

15.3. If such circumstances continue for more than 60 consecutive days, each Party may terminate the Agreement unilaterally. Amounts paid are non-refundable in this case.

16. Trade Controls

16.1. The User shall not export, re-export or otherwise provide access to the product and services in breach of export control and sanctions legislation, or to persons included in sanctions lists (including the OFAC SDN, Denied Persons List and Entity List, and the lists of the UN Security Council, the European Union and the United Kingdom), or to persons located in prohibited jurisdictions.

16.2. Premium Exchanger FZCO may suspend the performance of its obligations or terminate the Agreement with immediate effect if the User or the product becomes subject to trade control legislation and continued performance may result in a breach thereof.

17. Restriction of Access, Blocking and Termination

17.1. Owing to the nature of the product provided, the obligations of Premium Exchanger FZCO to grant the licence are deemed to have been performed in full from the moment the product is provided to the User, and accordingly the licence is not subject to termination, and the licence fee paid is non-refundable, including in the event of the User's subsequent non-use of the product.

17.2. Termination of the licence at the initiative of Premium Exchanger FZCO is not provided for. If the User breaches the rules of use, Premium Exchanger FZCO may restrict the User's access, including by remotely blocking the licence. When the licence is blocked, the operation of the exchange website ceases.

17.3. The grounds for restricting access and blocking are determined by Premium Exchanger FZCO. A non-exhaustive list of grounds includes: a breach of the Agreement, fraudulent actions, a breach of applicable law, a breach of the restrictions on platforms and advertising, sanctions-related grounds, and reasonable complaints by the User's own users (customers).

17.4. Premium Exchanger FZCO may also restrict or terminate the User's access if the nature of their activity contravenes the internal ethical standards of Premium Exchanger FZCO, including where the product is used on platforms specialising in anonymous unlawful services, where customers are attracted from resources of an unlawful or questionable nature, and where the product is used in ways capable of causing reputational harm to Premium Exchanger FZCO.

17.5. Restriction of access and blocking do not constitute a breach on the part of Premium Exchanger FZCO, do not give rise to any right to a refund or to compensation for losses, and are carried out by Premium Exchanger FZCO unilaterally.

17.6. The User may withdraw from additional services by giving Premium Exchanger FZCO at least 30 calendar days' notice. Premium Exchanger FZCO may withdraw from rendering additional services by giving the User at least 5 calendar days' notice. Upon cessation of the rendering of services, the User shall pay for the services actually rendered.

17.7. Cessation of the rendering of services and restriction of access do not release the Parties from previously arisen obligations and do not give the User any right to a refund of amounts previously paid.

18. Governing Law and Dispute Resolution

18.1. The Parties shall resolve disputes primarily through negotiations.

18.2. The Agreement is governed by and construed in accordance with English (common) law.

18.3. Any dispute arising out of or in connection with the Agreement shall be finally resolved by arbitration in the Abu Dhabi Global Market (ADGM). The award rendered shall be final and binding on the Parties.

18.4. The Parties waive the right to a jury trial and any participation in class (collective) actions. Claims shall be brought solely on an individual basis.

19. Final Provisions

19.1. All notices and communications are made in electronic form and sent using available electronic means of communication.

19.2. The User may transfer the rights to use the product to a new owner of the exchange website, provided that the new owner accepts the terms of the Agreement that were in effect at the time of the User's activation/renewal of the product. Use of the product by the new owner means their acceptance of the Agreement in full. The User shall communicate the terms of the Agreement to the new owner and notify Premium Exchanger FZCO of such transfer.

19.3. The invalidity or unenforceability of an individual provision of the Agreement does not affect the validity of the remaining provisions.

19.4. The Agreement constitutes the entire agreement of the Parties as to its subject matter and supersedes all prior arrangements of the Parties, whether written or oral.

19.5. Premium Exchanger FZCO may develop and apply internal rules and procedures for verifying the User's compliance with the Agreement, and may restrict the use of the product by certain categories of persons or types of activity. Such restrictions take effect from the moment they are posted on the website.

20. Details

Name: Premium Exchanger FZCO

Licence number: DSO-FZCO-20984

Registered address: Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE

Website: premiumexchanger.com

Contact details: info@premiumexchanger.com