Product and Service Agreement

GENERAL TERMS AND CONDITIONS

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE SOFTWARE RECIPIENT (“USER”) AND PREMIUM EXCHANGER FZCO (DSO-FZCO-20984), TOGETHER THE “PARTIES”, PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING.

IF YOU PRESS THE “PROCEED TO CHECKOUT” BUTTON:

1. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS AGREEMENT ON THE USER’S BEHALF;
2. YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT. ALTERNATIVELY, BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT THE USER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.
3. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “GO TO PAYMENT” AND DO NOT USE THE PRODUCTS.
4. IF A SYSTEM INTEGRATOR, CONTRACTOR, CONSULTANT OR ANY OTHER PARTY INSTALLS OR USES THE SOFTWARE ON YOUR BEHALF BEFORE YOU USE THE SOFTWARE, SUCH PARTY WILL BE CONSIDERED YOUR AGENT ACTING ON YOUR BEHALF, AND YOU WILL BE CONSIDERED AS ACCEPTING ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT, AS IF YOU HAVE INSTALLED OR USE THE SOFTWARE YOURSELF

STRUCTURE OF THE AGREEMENT

1. The Agreement consists of the following: (a) this Agreement; (b) any documents concluded in accordance with this Agreement; (c) PREMIUM EXCHANGER FZCO software files.
2. The content of the Agreement includes the following sections:

1. TERMS AND DEFINITIONS
2. GENERAL PROVISIONS  OF PREMIUM EXCHANGER FZCO
3. PAYMENTS, TERMS AND TAXES
4. USE OF THE SOFTWARE PRODUCT AND SERVICES
5. ADDITIONAL SERVICES
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
7. INTELLECTUAL PROPERTY RIGHTS
8. AML AND KYC/KYB POLICY
9. PRIVACY
10. DISCLAIMER OF WARRANTIES
11. LIMITATION OF LIABILITY
12. FORCE MAJOR
13. GOVERNING LAW AND JURISDICTION
14. PROCEDURE FOR TERMINATION OF THE AGREEMENT
15. TRADE CONTROL
16. FINAL PROVISIONS
17. DETAILS

1. TERMS AND DEFINITIONS

Confidential Information – has the meaning set forth in Section 9 (Privacy).

Service User / User – should be interpreted broadly, including, without limitation, any individual 18 years of age, any corporation, company or other legal entity.

Intellectual Property Rights – means any patent rights, copyrights, trademarks, trade secrets, and other intellectual property rights throughout the world that belong to PREMIUM EXCHANGER FZCO.

Products and Services – means the software products and services that PREMIUM EXCHANGER FZCO provides to the User.

The site is a collection of interconnected web pages hosted on the Internet using the address: www.premiumexchanger.com

Service – a set of interactive services provided by the Company to the User via the Site.

Agreement – means these Agreement, transaction documents and all other documents directly or indirectly related to the relationship between PREMIUM EXCHANGER FZCO and the User.

Party – means PREMIUM EXCHANGER FZCO or the User individually, and “Parties” means PREMIUM EXCHANGER FZCO and the User collectively.

Account – a record on the Site that contains information necessary to identify the User when providing access to the Site, information for authorization and accounting on the Site. Such a record includes, but is not limited to, the Username and password (or other similar means of authentication).

Force Majeure – has the meaning set forth in Section 12 (Force Majeure).

2. GENERAL PROVISIONS  OF PREMIUM EXCHANGER FZCO

2.1. PREMIUM EXCHANGER FZCO provides software development, adaptation and maintenance services. The user undertakes to pay for these services and comply with the procedure for obtaining services. PREMIUM EXCHANGER FZCO is also entitled to provide additional services.

2.2. The User may purchase additional software products and services. Depending on which products and services the User purchases, the User is subject to this Agreement and accordingly must comply with any additional terms included in this Agreement, the Software Addendum and other documents.

2.3. PREMIUM EXCHANGER FZCO reserves the right to provide the software and provide software customization and maintenance services to others.

3. PAYMENTS, TERMS AND TAXES

3.1. The total amount of payment, the term for the provision of services is indicated in the order form on the order page. The User must pay all fees shown on the invoice for the product and services.

3.2. The User has the right to independently choose a tariff plan on the order page. The cost of the tariff plans is indicated on the site premiumexchanger.com.

3.3. PREMIUM EXCHANGER FZCO provides 2 tariff plans:

1. from 3 months to 12 months;
2. for 15 years.

3.4. When choosing a tariff plan for 15 years, the User is provided with: a) free prolongation of the software product for 15 years for a new similar period; b) Technical support for 1 year free of charge.

3.5. The invoice for payment is issued using the automatic operation of the Service and the payment system in electronic form. The User is obliged to pay the entire amount selected in the order within the period specified by the payment system.
The User can apply with a written request in electronic form through any services on the Internet to PREMIUM EXCHANGER FZCO to receive an invoice on paper and pay it otherwise, if the Parties agree on another procedure. A Paper invoice is issued to the User upon payment of the amount for the tariff plan equal to or exceeding 3000 USD

3.6. The acceptance of this Agreement is considered fully completed from the moment 100% of the payment for the corresponding period of the tariff plan is credited to the PREMIUM EXCHANGER FZCO account in the corresponding payment system or from the date of signing by the Parties of the Agreement of Accession to the Agreement.

3.7. If the User makes payment through payment systems that do not automatically credit funds to the PREMIUM EXCHANGER FZCO account, then the User, when choosing such payment systems, agrees that he instructs to withdraw funds to the corresponding PREMIUM EXCHANGER FZCO account.

3.8. PREMIUM EXCHANGER FZCO in the case provided for in clause 3.7. Agreement, carries out the withdrawal of funds to the appropriate account, in order to recognize this amount of payment as its income from the provision of services.

3.9. The term of rendering services may be prematurely terminated upon termination of the functionality of the current version of the software product. The period for the provision of services may be terminated ahead of schedule when the User sends a notification to PREMIUM EXCHANGER FZCO about the end of the period for the provision of services, at any time and in any way possible.

3.10. The User independently bears all the risks of timely payment of the tariff plan, independently checks the validity period of the tariff plan and the expiration date of the tariff plan. The User understands that he bears all the risks for late payment under the tariff plan and is aware that in the event of such non-payment, he may be forcibly disconnected from the PREMIUM EXCHANGER FZCO software product and services.

3.11. The fees and other charges described in the Agreement do not inсlude taxes. The User is responsible for any sales, value added or other taxes imposed by applicable law in the country in which the User is located. The User does not pay taxes based on the income of PREMIUM EXCHANGER FZCO. If the User is required by the law of his country to make any tax withholding on amounts paid or payable by PREMIUM EXCHANGER FZCO in accordance with the Agreement:

1. The amount paid or payable must be increased to the extent necessary to ensure that PREMIUM EXCHANGER FZCO receives a net amount equal to the amount it would have received had no taxes been withheld, and
2. User must provide proof of such retention to PREMIUM EXCHANGER FZCO.

4. USE OF THE SOFTWARE PRODUCT AND SERVICES

4.1. The User receives the right to place an order from the moment of its registration on the PREMIUM EXCHANGER website.

4.2. The User voluntarily specifies and confirms on the order page the name of the service, the method of purchase, the tariff period, and the amount. The User independently chooses the method and means of payment. Before pressing the virtual “Proceed to checkout” button, the User must accept the terms of this Agreement at the stage of choosing the method and means of payment. In case of disagreement, the User must refuse to conclude it and not perform any conclusive actions, including actions aimed at depositing funds. The User has the right to choose and specify additional services when initially filling out the order form. Payment for additional services is calculated separately.

4.3. PREMIUM EXCHANGER FZCO after payment:

1. confirms or does not confirm payment;
2. sends an electronic message to the User’s e-mail with payment information;
3. provides the User with remote access to the adaptation (installation) of the software product through the functions of the service. PREMIUM EXCHANGER FZCO gives you access through your personal account to download files containing the software product, license key, as well as instructions for installing the software product.

4.4. The Software Product provided to the User contains a unique set of encoded information: program files and license keys. Exclusive rights to files and codes, with the exception of files of the WordPress CMS management system, belong to PREMIUM EXCHANGER FZCO.

4.5. The User gets the opportunity to activate the Software Product only after filling in the information about the domain name and / or subdomain for the Software Product in his personal account. The license key activates the action of the software product and is linked to the domain and / or subdomain name specified by the User in the personal account:

1. the validity period of the tariff plan starts from the moment the User activates the software product by downloading a license key by pressing the virtual button “DOWNLOAD”;
2. the software product begins to function (installed) from the moment the license key is downloaded.
3. The User cannot arbitrarily change the domain name or subdomain during the entire term of the tariff plan, since the action of activating the software product through a license key is inextricably linked with the domain name and / or subdomain specified by the User in the personal account.

4.6. The software product functions only under conditions when the User uses the software product in accordance with the instructions, does not change the content and structure of the installation files and the license key, and also complies with the requirements of this Agreement and the general recommendations of PREMIUM EXCHANGER FZCO.

4.7. The User is responsible for installing the software product on the User’s information technology devices in accordance with any installation restrictions set forth in the instructions.

4.8. PREMIUM EXCHANGER FZCO ensures that the User’s account is entered into the database, which includes various data for identification: IP address, transaction code in the payment system, information about paid services and products, and other information.

4.9. After activating the software product, the User is given the opportunity to receive from PREMIUM EXCHANGER FZCO an updаte (modification) of the software product in his personal account, as well as access to information and support resources during the period of services. If PREMIUM EXCHANGER FZCO releases any software product updates (including but not limited to any bug fixes or patches), then the User must install such updates as soon as possible. If the User is aware of all the risks that in case of refusal to updаte in a timely manner, the software product may not work correctly or stop working.

4.10. According to the tariff plan specified in p. (1) clause 3.3. of Agreement:

1. answers to questions that arise in the process of working with the software product;
2. with the exception of cases and directions of technical support provided for in clause 5.15. of Agreement.

4.11. According to the tariff plan specified in p. (2) clause 3.3. of the Agreement from the date of payment for services during the first 12 months to receive technical support (via the Internet), including:

1. answers to questions that arise in the process of working with the software product.
2. with the exception of cases and directions of technical support provided for in clause 5.15. Agreements.

4.12. Technical support does not inсlude:

1. developing or refining product modules;
2. consultation on the source code of the software product and its modification;
3. server or hosting setup.

4.13. PREMIUM EXCHANGER FZCO has the right to refuse additional technical support if the site where the software product is used, the services for which are ordered by the User, third-party modules, plug-ins are installed, there are edits to the source code (modification) of the software product, a third-party site design is used, and the like.

5. ADDITIONAL SERVICES

5.1. PREMIUM EXCHANGER FZCO provides additional services, which may change from time to time at our sole discretion.

5.2. The User has the right to order additional software products and services when initially placing an order or in the special “SERVICES” section on the website www.premiumexchanger.com. The User may also contact PREMIUM EXCHANGER FZCO through any electronic services on the Internet to arrange additional services via the “SERVICES” section using the feedback form or other communication means specified on the website in the “CONTACTS” section. The User creates the order for additional services electronically and clicks on the virtual “SEND MESSAGE” button. The User independently verifies the order and makes payment for additional software products and services.

5.3. Domain name registration. The User independently chooses a domain name and is responsible for possible violations of the rights of third parties, and also bears the risk of losses associated with such violations. The User has the right to register a domain in his name. Domain name registration is valid for 1 year.

5.4. The domain name must contain from 2 to 63 characters, start and end with a letter of the Latin or Russian alphabet or a number. Intermediate characters can be letters of the Latin or Russian alphabet, numbers or hyphens. A domain name cannot contain hyphens in the 3rd and 4th positions at the same time.

5.5. A domain name is considered registered from the moment the registered domain is assigned the registered status (REGISTERED) and information about the domain name and its administrator is entered into the Registry.

5.6. After the provision of additional services (clause 5.1 of the Agreement), PREMIUM EXCHANGER FZCO is not responsible for the provision of its services by third parties, including, but not limited to: maintaining the domain or server registration, renewing the domain or server registration, maintenance and hosting.
The User independently performs the actions necessary to renew the registration of a domain or server, as well as to renew hosting.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

PREMIUM EXCHANGER FZCO has the right to:
6.1. updаte software and hardware products, the site at any time, temporarily suspending the site.

6.2. Completely or partially suspend and/or interrupt the User’s access to the personal account on the site and/or deactivate access to the software product without notifying the User, during preventive maintenance, as well as at its own discretion in cases of detection of facts indicating a violation by the User of his obligations, this Agreements and / or laws of the UAE or any country that has jurisdiction over the relevant relationship.

6.3. Change at its own discretion the procedure for fulfilling the obligations and exercising the rights of the Parties under this Agreement, make unilateral changes to this Agreement.

6.4. Provide the User with additional services related to providing access to the use of the software product.

6.5. In the event that the User violates the provisions and restrictions established by this Agreement, and / or his obligations under this Agreement, at his own discretion at any time block the User’s access to the site and / or software product in any way, dеlete the User account from the database with blocking of all previously transferred to the User logins with passwords for accessing the site, as well as to stop providing technical support to the User, regardless of the provision of services to the User under other agreements with PREMIUM EXCHANGER FZCO.

6.6. PREMIUM EXCHANGER FZCO reserves the right to “terminate” any software, software product, service in accordance with its current policy.

The User is obliged:
6.7. Indicate his true, complete and accurate data when registering on the server.

6.8. The User undertakes to immediately notify PREMIUM EXCHANGER FZCO of any unauthorized use of his password, login or personal account details. The notice of unauthorized use is sent by the User by e-mail to the website feedback address.

6.9. Use certified equipment to access the functions of the PREMIUM EXCHANGER service and use the software product.

6.10. Do not transfer the software product to third parties for illegal and unlawful purposes, do not make the software product available to the public, do not sell his right, sell the software product, including its rental, provision for use, without the consent of PREMIUM EXCHANGER FZCO, do not use the software product by others in ways not specified in this Agreement.

6.11. Do not modify the source code of the software product. If PREMIUM EXCHANGER FZCO discovers that the source code of the software product has been modified, additional modules have been installed, or any other attempts have been made to change the source code of the software product, then PREMIUM EXCHANGER FZCO has the right to refuse to provide technical support to the User (clauses 4.11., 4.12. of the Agreement).

6.12. Avoid actions that violate the exclusive rights of PREMIUM EXCHANGER FZCO and / or third parties.

6.13. Do not use and/or allow any other party to use all or any part of the software product, site or content that violates any relevant laws, violates the rights of any third party, or violates any applicable standards.

6.14. Do not post and/or transmit through the site any information, materials or content that may be illegal, threatening, offensive, libelous, obscene, vulgar, pornographic, blasphemous or obscene.

6.15. Do not use the software product in the following ways:

1. not use the software product for illegal purposes.
2. cause any harm to third parties and / or PREMIUM EXCHANGER FZCO in the process of using the software product and services;
3. not use the software product for money laundering and terrorist purposes.

6.16. The User shall not use PREMIUM EXCHANGER software, products and services for military facilities, military security or to violate military technology laws, including but not limited to using PREMIUM EXCHANGER software, products and services to finance any military operations.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All intellectual property rights, whether created solely by PREMIUM EXCHANGER FZCO or jointly with others, are owned by PREMIUM EXCHANGER FZCO or, as applicable, its licensors in any country. Intellectual property rights inсlude: products, databases, patents, trademarks or service marks, product names, designs (whether registered or unregistered), trade secrets, know-how, and any similar rights in all domain names, trademarks, marks, logos, branding appearing on the site and all content relating to the site structure, services, additional services, software, designs, related knowledge or processes, as well as any updates, improvements, modifications, enhancements or derivative works . All rights not expressly granted to the User are reserved by PREMIUM EXCHANGER FZCO or, as appropriate, its licensors in any country.

7.2. 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 that are expressly granted to the User in accordance with the Agreement.

7.3. PREMIUM EXCHANGER FZCO has all rights, including, but not limited to, the unlimited, royalty-free right to use and inсlude in products and support services any suggestions, improvement requests, recommendations or other feedback provided by the User regarding products and services.

7.4. Copyright laws and international treaties protect software, including documentation. Unauthorized copying of the software, documentation or any part thereof is expressly prohibited. The Agreement grants the User only certain rights to use the software expressly permitted in this Agreement, and PREMIUM EXCHANGER FZCO and its licensors reserve all other rights. Unless applicable law grants the User more rights despite this limitation, the User may only use the Software as expressly permitted by the Agreement. At the same time, the User agrees that he will comply with any technical limitations in the software that allow the User to use the software only in certain ways. The User agrees that he will not and will not allow other persons to:

1. reverse engineer, reproduce, decompile, recompile, disassemble, merge, modify, adapt or translate the software or documentation or any component thereof, or create derivative works based on the Software or documentation, except and only to the extent to which extent (a) applicable law expressly permits notwithstanding this limitation, (b) PREMIUM EXCHANGER FZCO gives its prior written consent, or (c) the documentation accompanying the software expressly permits;
2. inсlude the software in any other software not provided by PREMIUM EXCHANGER FZCO, except (a) inсlude such software in application program interfaces that PREMIUM EXCHANGER FZCO makes publicly available for such software, or (b) to the extent permitted to configure the software;
3. remove, erase, destroy, minimize, block or modify any logos, trademarks, copyrights, digital watermarks or other notices of PREMIUM EXCHANGER FZCO or its licensors that are included in the software, except as may be permitted when using application program interfaces that PREMIUM EXCHANGER FZCO makes publicly available for such software;
4. work around any technical limitations in the software;
5. transfer, sublicense, rent, hire, sell, loan, distribute, outsource, share, provide access to or assign the software or any part thereof to any other person or entity (except as expressly permitted by the Agreement );
6. use the software to store or transmit material that is infringing, libelous, or otherwise unlawful or misrepresenting information (or to store or transmit material that violates the law or the privacy rights of third parties);
7. use the software in a manner that avoids being charged or exceeds usage restrictions.

8. AML AND KYC/KYB POLICY

8.1. PREMIUM EXCHANGER FZCO has the right to identify Users who wish to use the software product and services of PREMIUM EXCHANGER FZCO and ask them to go through the verification procedure.
Public authorities, credit institutions, payment service providers, information processing providers may pay special attention to the PREMIUM EXCHANGER FZCO User (new and permanent) and / or facts indicating the possibility that the User may be subject to international sanctions.

8.2. PREMIUM EXCHANGER FZCO may request additional information from the User in case of any suspicion regarding the User’s identification information or the User’s behavior. PREMIUM EXCHANGER FZCO may request additional information about the User in case of a request from public authorities, credit institutions, payment service providers, information processing providers. PREMIUM EXCHANGER FZCO may cross-check the User with sanctions lists.

8.3. PREMIUM EXCHANGER FZCO can identify risks on a case-by-case basis and take all necessary steps to mitigate those risks, especially if there is a higher risk of money laundering or terrorist financing. Depending on the case, PREMIUM EXCHANGER FZCO may apply one or more due diligence measures:

1. request from the User additional information, additional information and documents;
2. check the information additionally provided by the User on the basis of additional documents, data or information;
3. collect additional information about the purpose and nature of the business relationship and verify the information provided on the basis of additional documents, data or information;
4. conduct research on the User in order to determine the profile of the User and determine the source and origin of the funds used in the transaction;
5. conduct research on the User’s activity and determine if it matches the User’s profile or if the behavior seems suspicious. Activity research may inсlude all observations of the User’s behavior and any disturbing moments in the activity.

8.4. The processing provider of the payment system has the right to conduct a study of all counterparties, if applicable in a particular case.

8.5. The consideration of the case may vary depending on the necessary evidence to collect about the User and his / her activities.

8.6. In the event of reasonable suspicions of money laundering or terrorist financing, PREMIUM EXCHANGER FZCO must immediately inform the public authorities, credit institutions, payment service providers, information processing providers that requested information about the User. The disclosure and distribution of relevant information shall not be considered a breach of the duty of confidentiality established by law or this agreement, and these persons shall not be liable under law or agreement for the disclosure of such important information.

8.7. If the User’s activity is not fully classified as an activity that must be reported to government authorities, credit institutions, payment service providers, information processing providers, any future activity of such User may be subject to increased control.

9. PRIVACY

9.1. The term “Confidential Information” means any information, in whatever form, that the Disclosing Party provides to the Receiving Party in the course of the Agreement that either (a) has been marked as confidential; or (b) is of a nature that a reasonable person would consider confidential in similar circumstances. For the avoidance of doubt, Confidential Information includes any products and support services and any information relating to such products and support services (including, but not limited to, any user manuals, mathematical methods, correlations, concepts, designs, specifications, lists, and other documentation, regardless of whether they are built into the device or not or another form of media). Notwithstanding the foregoing, Confidential Information shall not inсlude any information, however identified, that the Receiving Party can show that (a) is or has become publicly available without breach of the Agreement by the Receiving Party, (b) has become known to the Receiving Party prior to disclosure to the Receiving Party through the Disclosing Party, (c) was obtained from a third party without breach of any obligation of non-disclosure to the Disclosing Party or otherwise in violation of the rights of the Disclosing Party, or (d) was developed by the Receiving Party independently of any confidential information received from the Disclosing Party.

9.2. Each Party or third party whose confidential information has been disclosed retains ownership of its confidential information. Each Party agrees to (a) protect the confidential information received from the Disclosing Party in the same way as it protects the confidentiality of its own and confidential materials, but in no case with less than reasonable care; and (b) use confidential information received from the Disclosing Party solely for the purposes of the Agreement.

9.3. Neither Party shall disclose to any person any confidential information received from the Disclosing Party without the prior written consent of the Disclosing Party. The Receiving Party will be liable for any breach of this Section 9 (Confidentiality) by its affiliates, employees, contractors and agents and any third party to which it discloses confidential information in accordance with this Section.

9.4. Confidentiality obligations expire 3 years after termination or expiration of the Agreement.

9.5. For confidential information that is “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to be “trade secret” under such applicable law.

9.6. The Receiving Party may disclose confidential information pursuant to an order of a court or government agency, provided that, if permitted by applicable law, the Receiving Party must first notify the Disclosing Party of such order and provide the Disclosing Party with the opportunity to request an official document relating to such disclosure.

9.7. In doing so, the User authorizes PREMIUM EXCHANGER FZCO to collect, use, disclose and modify indefinitely information or data (including, but not limited to, public information and measurements) that is provided by the User in connection with the use or receipt of support products and services (or generated or created by in the course of providing PREMIUM EXCHANGER FZCO support products and services) to develop, improve, optimize and provide support products and services; provided that any disclosure of such data shall only inсlude information or data that PREMIUM EXCHANGER FZCO develops or derives from such collected data or information.

9.8. Neither Party shall issue any press release or advertisement relating to the work of the other Party without the consent of the other Party.

10. DISCLAIMER OF WARRANTIES

10.1. Except for the express and unambiguous representations and warranties set forth in the Agreement (including any amendments), PREMIUM EXCHANGER FZCO disclaims all warranties, representations and representations, whether express, implied or statutory, including without limitation any implied warranties of merchantability or fitness for a particular purpose. except to the extent that warranties implied by law cannot be lawfully waived. No information, oral or written, provided by PREMIUM EXCHANGER FZCO, its dealers, distributors, agents or employees, creates a warranty or increases the scope of the warranties set forth in the agreement. PREMIUM EXCHANGER FZCO does not guarantee that products, services and support services will necessarily meet the requirements of the User, that products, services and support services will work in combinations, combinations other than those specified in the PREMIUM EXCHANGER FZCO documentation, that the operation of products, services and support services will uninterrupted or error-free. Products, services and support are provided on an “as is” and “as available” basis and are subject to transmission errors, delivery failures, delays and other limitations inherent in the use of the Internet and electronic communications.

11. LIMITATION OF LIABILITY

11.1. PREMIUM EXCHANGER FZCO shall in no event be liable for:

1. any willful, consequential, incidental, consequential, exemplary, special, punitive or similar damages or
2. loss of business, profit or income, loss of funds, digital or virtual currency, or other electronic money, loss of access to the e-wallet, damage or destruction of data, e-wallet, downtime, in each case arising from or related to the agreement, regardless of the cause of action or the basis of liability.

11.2. Aggregate liability of PREMIUM EXCHANGER FZCO to the User for any loss or damage arising under or in connection with the Agreement, regardless of the basis of liability, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, breach of warranty or third party claims arising out of any breach of the Agreement) shall not exceed the fee paid by the User in accordance with the applicable transaction document for a specific product (excluding the cost of additional services) entailing such liability, within 1 months preceding the date of the incident . The provisions of this section 11 share the risks between PREMIUM EXCHANGER FZCO and the User. The pricing of PREMIUM EXCHANGER FZCO reflects this allocation of risk and the limitation of liability set forth herein.

11.3. The User understands and agrees that there is an inherent risk of transmission of information over electronic means of communication, which is subject to errors, virus attacks, malware problems, firewall problems, spoofing, hacking and other problems that cause security problems. While PREMIUM EXCHANGER FZCO has taken reasonable steps to eliminate (or limit) such problems, users acknowledge that PREMIUM EXCHANGER FZCO cannot guarantee or avoid such failures.

11.4. PREMIUM EXCHANGER FZCO disclaims any responsibility for the actions of the User if it is found that the User is using PREMIUM EXCHANGER software, products and services for military facilities, military security or to violate military technology laws, including but not limited to using PREMIUM EXCHANGER FZCO software, products and services for financing any military operations, instruments and other purposes related to military activities in any state.

11.5 In the event that PREMIUM EXCHANGER FZCO discovers that the User is using or intends to use the PREMIUM EXCHANGER FZCO software, products and services for military installations, military security or to violate military technology laws, including but not limited to using the PREMIUM EXCHANGER FZCO software, products and services to finance any military operations, instruments and other purposes related to military activities on the territory of any state, PREMIUM EXCHANGER FZCO reserves the right to immediately disconnect the User’s account from the PREMIUM EXCHANGER system.

12. FORCE MAJOR

12.1. Neither Party shall be liable for delays caused by conditions beyond their reasonable control (“Force Majeure”), provided that notice of this is sent to the other party within 7 calendar days from the date of occurrence of these circumstances. All Force Majeure Events that prevent performance entitle the Party that is being prevented from performing its obligations under the Agreement to extend the date of delivery of the software products or completion of ancillary services for a period of time equal to the period of delay resulting from the Force Majeure Event, or any other period as the parties may agree in writing.

12.2. A document issued by an authorized state body is sufficient confirmation of the existence and duration of force majeure circumstances (“Force Majeure”).

12.3. If force majeure circumstances continue to operate for more than 3 months, then each Party has the right to terminate the Agreement unilaterally. In this case, the amount paid for the services is non-refundable.

13. GOVERNING LAW AND JURISDICTION

13.1. The Parties agreed that all disputes and disagreements of the Parties will be resolved primarily by peaceful means, through negotiations.

13.2. The validity of the Agreement, as well as the rights, obligations and relations of the Parties under the Agreement and in any dispute between them, will be construed and determined in accordance with English common law, without regard to principles of conflict of laws.

13.3. To the extent otherwise applicable, the Parties to this Agreement agree that the United Nations Convention on the International Sale of Goods shall apply to this Agreement.

13.4. Any dispute or claim arising out of or in connection with the Agreement, including any breach of the Agreement, shall be resolved by final and binding arbitration in Abu Dhabi Global Market (ADGM). The award rendered by the arbitral tribunal shall be final, not subject to review or appeal, and binding on the parties, and may be entered and enforced in any court having jurisdiction.

13.5. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a jury trial in respect of any proceeding relating to the Agreement or any performance or non-performance of any obligation under the Agreement.

13.6. Each Party waives, to the fullest extent permitted by applicable law, any right it may have of class action in respect of any proceeding relating to the Agreement or any performance or non-performance of any obligation under the Agreement. Each party may bring a claim against the other only in an individual capacity and not as a plaintiff or a member of a group in any alleged class or representative proceedings.

14. PROCEDURE FOR TERMINATION OF THE AGREEMENT

14.1. Either party may terminate the Agreement for good cause if the other party has committed a material breach of the Agreement. PREMIUM EXCHANGER FZCO has the right to early terminate the Agreement, in the event that the User delays the payment of any funds 2 or more times and does not eliminate such a violation within 30 calendar days. Termination of the Agreement does not release the User from its obligations and does not entitle the User to a refund of any fees previously paid (or any other applicable fees for software support).

14.2. Either Party may immediately terminate the Agreement if the other Party files for bankruptcy, ceases or threatens to cease business, becomes insolvent, or imposes an assignment or innovation on behalf of creditors.

14.3. The User, at his own request, has the right to terminate the Agreement ahead of schedule unilaterally. The User undertakes to notify PREMIUM EXCHANGER FZCO at least 7 calendar days before the expected date of termination. The User is unambiguously aware that the amount of services paid by the User is non-refundable upon unilateral early termination of the Agreement.

15. TRADE CONTROL

15.1. The User will not, directly or indirectly, export, re-export, transfer, or otherwise provide access to or use the software product and services to others or be involved in any activities that may lead to negative consequences of PREMIUM EXCHANGER FZCO in accordance with the laws behind trade (export control laws and sanctions).

15.2. PREMIUM EXCHANGER FZCO has the right to suspend its obligations under this Agreement or terminate it with immediate effect in the event that:

1. The user has violated or may violate clause 14.1. Agreements;
2. The User or Software Product is subject to the Trade Control Laws and as a result PREMIUM EXCHANGER FZCO determines that, in its reasonable opinion, continued performance of its obligations under this Agreement may cause PREMIUM EXCHANGER FZCO to violate the Control Laws for trade or will be subject to negative consequences in accordance with them.

16. FINAL PROVISIONS

16.1. PREMIUM EXCHANGER FZCO may change, rеplace, dеlete or withdraw any part or section of this Agreement and the site at any time without any special notice. The new version of the Agreement comes into force from the moment it is posted on the PREMIUM EXCHANGER website or brought to the attention in another convenient form, unless otherwise provided by the new version of the Agreement.

16.2. All notices and other communications required or permitted under the Agreement will be in electronic form and sent using any electronic service on the Internet. PREMIUM EXCHANGER FZCO independently chooses the method of sending significant messages and the electronic service hosted on the Internet.

16.3. If the Agreement is concluded by signing an Agreement of Adherence to the Agreement by the Parties, the User has the right to refuse to accept any changes made by PREMIUM EXCHANGER FZCO unilaterally by sending a corresponding refusal within 7 days from the date of making changes to the Agreement. In the absence of the User’s will within the specified period of time, all changes made by PREMIUM EXCHANGER FZCO to the Agreement shall be deemed accepted by the User and shall be applied from the moment of their introduction.

16.4. The Agreement applies to and is binding on the Parties to the Agreement and their successors.
The User shall not assign or transfer the Agreement without the prior written consent of the other PREMIUM EXCHANGER FZCO.
PREMIUM EXCHANGER FZCO may assign or transfer the Agreement, in whole or in part, without obtaining the consent of the User, in connection with the transfer or sale of all of its business or the sale of all or part of its assets, or in the event of a merger, disposal, reorganization or consolidation with another company.

16.5. If any provision of the Agreement (including any additional document) is held by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement. All provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties agree to attempt to rеplace any invalid or unenforceable provision with a valid or enforceable provision that, to the greatest extent possible, achieves the economic, legal and commercial objectives of the invalid or unenforceable provision.

16.6. The Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous statements or agreements, written or oral, by either Party relating to this subject matter, except for statements or agreements made and signed by the Parties for the purpose of entering into the legal relationship contingent upon this Agreement. The Agreement will take precedence over any additional, conflicting or inconsistent terms and conditions that may be contained in any order or other document provided by the PREMIUM EXCHANGER FZCO User. The terms and conditions of the Agreement made on or after April 04, 2024 will take precedence over any additional, conflicting or inconsistent terms and conditions and will take precedence over any order or other document provided by the PREMIUM EXCHANGER FZCO User

17. DETAILS

Website address: www.premiumexchanger.com

Company name and license number: PREMIUM EXCHANGER DSO-FZCO-20984

Registered office: Dubai Silicon Oasis, DDP, Building A2, Dubai, UAE