Contractual Terms and Conditions for using the CoinGate System and Services
(for Gift Cards)
The last update was published: March 9, 2021
The last update will come into force: April 7th, 2021
Terms and Conditions for Purchasing Gift Cards through CoinGate
IMPORTANT! PLEASE READ THIS DOCUMENT CAREFULLY. THIS DOCUMENT SHALL BECOME LEGALLY BINDING TO YOU UPON MARKING “ACCEPT TERMS AND CONDITIONS” CHECKBOX. IF THERE IS ANYTHING IN THIS DOCUMENT WHICH YOU DO NOT UNDERSTAND, PLEASE CONTACT US. IF THERE IS ANYTHING IN THIS DOCUMENT WITH WHICH YOU DO NOT AGREE, PLEASE DO NOT MARK “ACCEPT TERMS AND CONDITIONS” CHECKBOX.
This document (hereinafter referred to as “Terms”) constitutes conditions for purchasing Gift Cards (as defined below in section 2. “Definitions”) through UAB “Decentralized”. We do not provide any financial services and/or other services subject to authorization requirements under the laws of the Republic of Lithuania in line with the Position Paper on Virtual Assets and Initial Coin Offerings of the Bank of Lithuania adopted on 21 January 2019.
The Terms explain conditions under which you are purchasing any Gift Cards through us. Purchase of any Gift Card through us serves as proof that you have read these Terms as well as agree to all the clauses of these Terms and undertake to adhere to them.
The Terms, which are currently in force, are always available on the Website. We urge you to make a copy of the text of these Terms for future reference.
UAB “Decentralized” is a private limited liability company organized and existing under the laws of the Republic of Lithuania, legal entity code 303423510, registered office address at A. Goštauto str. 8-331, LT-01108, Vilnius, the Republic of Lithuania (hereinafter referred to in this document as“Company”, “we” or “us”).
The Company provides you with a possibility to purchase Gift Cards of various Merchants in Virtual Assets.
AML/CTF Policy means the document that sets out the main principles and guidelines towards the Company’s AML/CTF approach.
AML/CTF means anti-money laundering and counter-terrorism financing.
Business Day means a day, indicated on our Website.
Fiat means a currency which in accordance with valid laws is legal tender.
Gift Card means a virtual gift card, represented by a unique code/identifier, entitling the holder to obtain goods and/or services in a particular amount or value from a relevant Merchant.
Gift Card Purchase and Sale Agreement means a remote non-recurrent agreement entered into by and between you and us based on these Terms on a purchase through us of any Gift Card. A Gift Card Purchase and Sale Agreement shall be the basis for corresponding transactions in a specific Virtual Asset.
Gift Card purchaser means you - a person who purchases any Gift Card on our Website;
Merchant means a person who issued a Gift Card which is offered on our Website and which can be purchased by you in Virtual Asset.
Party or Parties individually means any of us (the Gift Card purchaser or the Company) and together means you and us (the Gift Card purchaser and the Company).
Terms means this document and all annexes thereof under which the Parties agree on the terms and conditions for selling-purchasing Gift Cards through CoinGate. In case other agreements are concluded between you and the Company with respect to the Gift Cards after these Terms are concluded, those subsequent agreements shall be considered as an integral part of these Terms.
Virtual Asset (also known as cryptocurrency, virtual currency, digital currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual assets do not include digital representations of fiat currencies, securities and other corresponding financial assets.
Website means our website coingate.com including all its sub-domains.
a singular word includes the plural and vice versa;
a word which suggests one gender includes the other gender;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
a reference to ‘day’ or ‘month’ means calendar day or month;
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”
to act in good faith and adhere to these Terms as well as other terms and conditions governing the purchase of Gift Cards, and timely as well as properly fulfil your obligations to us;
to get acquainted with and adhere to the terms and conditions presented by the relevant Merchant and applicable to a relevant Gift Card (including, but not limited to, such terms and conditions are accessible through our Website and/or directly in the website of a relevant Merchant);
to provide us with information, documents and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with normal functioning of our systems and/or related applications;
to promptly notify us of any problems encountered during the process of Gift Card purchase;
to take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to purchases of Gift Cards;
at all times to comply with all applicable laws and regulations.
Our obligations to you:
to act in good faith and with discretion to best meet your interests;
to strive to enable the intended use of the Website;
to timely and properly fulfil our obligations to you.
You are permitted to purchase Gift Cards through us if you comply with all the following criteria:
you have the capacity to enter into and be bound by these Terms and any other document related thereto;
in case of legal representation, you are duly authorized to conclude a Gift Card Purchase and Sale Agreement with us based on these Terms on behalf of the person you are representing;
in case of a natural person, you are of the age of full legal capacity;
in case of a legal person, it is duly established;
you have provided accurate and complete information and documents requested by us;
you do not use / intend to use a Gift Card purchased through us for anything that is unlawful, malicious or may hurt our reputation or otherwise pose any threat to us;
at all times you comply with the Terms as well as all applicable laws and regulations.
Representations and Warranties
By accepting these Terms, you:
confirm that you are eligible to purchase Gift Cards through us by complying with criteria listed in section 4;
confirm that you have read, understood and agree with these Terms;
commit to be bound by these Terms;
agree and acknowledge that any and all actions (transactions) performed by you while purchasing a Gift Card through us and related to the conclusion and implementation of the Gift Card Purchase and Sale Agreement shall be valid and causing the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity;
agree and acknowledge that you are purchasing a Gift Card through us for your personal use only (including for the purposes as a gift to a third person) and you will not resell it or otherwise engage in commercial activity for offering/trading your Gift Card to third parties;
confirm and understand that we do not exchange, redeem, refund or otherwise take back Gift Cards purchased through us for Fiat, Virtual Asset, other Gift Cards or otherwise;
understand that you are solely responsible for determining the suitability, risks and appropriateness of Gift Cards;
confirm that any Virtual Asset involved by you in purchasing a Gift Card is owned by you and is derived from legitimate sources;
confirm that we have not advised you, nor individually recommended to you, to you to purchase a Gift Card, excluding any advertisement of possibility to purchase Gift Cards through us;
confirm and understand legal requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before purchasing any Gift Cards through us;
confirm that your purchase of any Gift Cards through us does not violate any applicable laws or regulations of any jurisdiction that applies to you.
By accepting these Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these Terms and fulfilment of Gift Card Purchase and Sale Agreement.
For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we conclude Gift Card Purchase and Sale Agreement with you.
We do not warrant that purchased Gift Cards will be free from defects, continuously available or error free, or that defects will be corrected in a timely manner or at all. Consequently, you agree and accept that all Gift Cards and all related information are provided on an “as is” and “as available” basis without warranty of any kind, express or implied.
We do not warrant that the Gift Cards offered in our Website will meet your requirements (e. g. you will be able to get desirable goods and/or services for Gift Cards purchased through us). Any relations regarding use/withdrawal/redemption of Gift Cards purchased through us are exclusively between you and the relevant Merchant as well as all complaints regarding use/withdrawal/redemption of Gift Cards purchased through us shall be directed exclusively to the relevant Merchant only.
We do not exchange, redeem, refund or otherwise take back Gift Cards purchased through us for Fiat, Virtual Assets, other Gift Cards or otherwise.
To the fullest extent permissible by law, we make no representations, warranties or conditions of any kind, express or implied, with respect to Gift Cards or any purchases made with Gift Cards, including without limitation, any express or implied warranty of fitness for a particular purpose, title, or non-infringement, or any warranty arising by usage of trade, course of dealing, or course of performance.
Purchase of a Gift Card
In order to conclude a Gift Card Purchase and Sale Agreement with us, you must provide us with the information and documents requested by us. In addition, while forming a Gift Card order, you have to select the region, where the Gift Card will be used/withdrawn/redeemed (please select carefully as Gift Cards are subject to territorial restrictions), and the value of a Gift Card in Fiat you want to purchase with Virtual Asset and follow further instructions on our Website.
If we conclude that you are not eligible to purchase a Gift Card through us, we will reject your Gift Card order.
If you properly fulfil the requirements of clause 6.1 and there are no circumstances for us to exercise our right referred to in clause 6.2, we will automatically calculate and offer on our behalf a price in Virtual Assets, which you should pay to us to purchase the desirable Gift Card. Such an offer generated by us is valid and binding for us for the time period indicated in our offer. Application of any discount is at our absolute discretion. Please contact us to get to know more about what discounts are applicable at the moment and under what conditions.
You can confirm (accept) the offer generated by us to purchase a desirable Gift Card within the time period indicated in our offer, by rewriting the quantity of Virtual Assets specified in the offer to us, in the predefined manner. The quantity of Virtual Assets to be rewritten must be of a sufficient amount and free and clear of any liens, charges or encumbrances as well as the ownership of the Virtual Assets must belong to you.
Once a sufficient amount of Virtual Assets is rewritten in our name, we will as soon as reasonably possible send to you (or to a receiver specified by you) the unique codes/identifiers constituting the Gift Card purchased by you.
Unique codes/identifiers constituting the Gift Card purchased by you will be sent to the e-mail address indicated in your Gift Card order to us. You are fully responsible that the e-mail address indicated in your Gift Card order to us is correct and valid. We take no responsibility and liability that the e-mail address indicated in your Gift Card order to us is incorrect and/or invalid.
In case of underpayment of the specified amount of Virtual Assets, you will be considered as having not confirmed your will to purchase a desirable Gift Card and conclude a respective Gift Card Purchase and Sale Agreement, and then you will have two options: 1) to transfer the remaining amount of Virtual Assets and confirm your will to purchase a desirable Gift Card through us, or 2) to request a refund of the Virtual Assets amount you have transferred to us (underpayment), after deduction of the applicable fees and other costs.
In case of overpayment, you will be considered as having confirmed your will to purchase a desirable Gift Card and conclude a respective Gift Card Purchase and Sale Agreement. The overpaid amount (in excess of the requested amount), upon your request to us, may be refunded to you, after deduction of the applicable fees and other costs.
Once a sufficient amount of Virtual Assets is rewritten in our name, you cannot denounce a respective Gift Card Purchase and Sale Agreement as it is considered concluded and discharged.
We reserve the right to determine minimum and/or maximum values of Gift Cards that can be purchased through us, by indicating such restrictions on the Website. We shall also reserve the right to determine the minimum amount that can be refunded under the clauses 6.7 and 6.8 above. If the amount requested is lower than the minimum refundable amount, we shall have the right to not issue a refund.
The amount of time required to process a sending (referred to in clause 6.5 above) of the unique codes/identifiers constituting the Gift Card and any refunds referred to in clauses 6.7 and 6.8 above will depend on various factors, including the performance of third parties. We make no guarantee as to when a purchased Gift Card and any refunds will become available to you.
All risks related to the purchase of a Gift Card will be your sole responsibility. Any relations regarding use/withdrawal/redemption of Gift Cards purchased through us are between you and the relevant Merchant as well as all complaints regarding use/withdrawal/redemption of Gift Cards purchased through us shall be directed to the relevant Merchant only.
We seek to comply with all relevant legal requirements in the field of AML/CTF. For the purposes ofknow-your-customer, it is necessary for us to obtain from you and retain the required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.
We shall have the right to perform an identification and a risk assessment procedure of/on you and/or a legal entity you represent.
For the purpose of identification and risk assessment, you must submit to us the required information and documents. We shall have the right to take other legitimate measures for the purpose of identification and risk assessment of you and/or a legal entity you represent. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in rejection of your Gift Card order.
We shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose for purchasing a Gift Card and/or other documents and information to the extent necessary for us to adequately fulfil the requirements of relevant legal acts in the field of AML/CTF.
We shall have the right to reject your Gift Card order if you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
We shall perform monitoring of your purchases of Gift Cards through us and in the case of suspicious and/or unusual purchases, we shall have the right to reject them. In that case, we shall not be liable to you for any default on any obligations and/or for any damages or losses sustained by you.
We shall have a general duty to report any suspicious activity identified to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
We shall be entitled to reject any Gift Card order at any time if we determine that processing such a Gift Card order exposes us to a money laundering and/or terrorist financing risk which is unacceptable.
It is strictly prohibited to use any of the Gift Cards purchased through us for any of the following:
otherwise than for your personal use or as a gift to a third person. For example, you are prohibited from reselling your Gift Card or otherwise engaging in commercial activity for offering/trading your Gift Card to third parties;
to conduct or engage in any illegal or unlawful activity;
to hide or disguise the proceeds of any illegal or unlawful activity;
to engage in any fraudulent or malicious activity;
to conduct or engage in activity in a way that we reasonably believe might harm our ability to provide our services, including but not limited to offer/sell Gift Cards;
to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of the Company, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.
We reserve the right, without any prior notice or explanation, to refuse any person from purchasing Gift Cards through us if we have a reasonable doubt that the activity being carried out by that person/you is in violation any of the prohibitions specified in this section.
It is your sole responsibility to keep the unique codes/identifiers constituting the Gift Card purchased by you safe. If you pass on the unique codes/identifiers constituting the Gift Card to any third party, lose them or such information becomes otherwise accessible to any third party, you are fully responsible for any possible adverse consequences.
We are not responsible if your Gift Card is lost, stolen, destroyed, or if your Gift Card is used without your permission.
There are a variety of Gift Card scams that request payment by Gift Card. We are not responsible for, and assume no liability to you for, any unlawful conduct or fraud by any third party associated with any Gift Card.
More tips and recommendations on security issues can be found on our and/or respective Merchants websites.
Development and Modification of Our Software
We reserve the right to exercise our discretion at any time to develop, improve, and otherwise modify our Website and/or the applications comprising our systems or other programs related to purchasing Gift Cards through us, the functions and functionality of our Website and/or our systems, including, but not limited to: quantity of functions (by both increasing and decreasing it), their scope (by both increasing and decreasing it), procedure for use of the functions, scope of data required for your identification and identification procedures etc. If needed and possible, at our discretion we will publish information about the changes indicated in this clause on the Website. We assume no responsibility for any losses and inconveniences to you and/or any third parties, which may be sustained as a result of exercising our right indicated in this clause, or we are released from such responsibility.
You shall acknowledge and agree that the purchase of a Gift Card through us will provide you with access to various documents, processes, software and other technologies and materials, to which the Company and/or one or more third parties related with the Company will hold all intellectual property rights, including (a) copyrights, rights affording protection similar to copyright, rights in databases, patents and rights in inventions, trademarks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and other rights in Confidential Information, including under marketing legislation; (b) all other rights having equivalent or similar effect in any country or jurisdiction in the world (collectively "Intellectual Property Rights ").
All copyrights, trademarks, patents, trade secrets and other Intellectual Property Rights relating to the purchase of any Gift Card, including the systems, platforms, software and documentation provided by the Company to you are the property of the Company and/or the third party which granted the Company the right to provide/supply them, shall remain at all times the sole and exclusive property of the Company or the relevant third party, and you shall have no right or interest in them except for the right to access and use them in order to purchase a Gift Card through us under these Terms.
Liability and Indemnity
To the extent permitted by law, the Company excludes all liability and responsibility for any losses, damages, costs or expenses, whether in tort (including negligence), contract, warranty, product liability or otherwise and whether direct, indirect, or consequential (including in connection with business interruption), which you or any other person may suffer or incur in connection with the Gift Card purchased through us, the use/withdrawal/redemption or inability to use/withdraw/redeem of a Gift Card purchased through us, or otherwise.
Where and to the extent liability for breach or any implied warranty or condition, or otherwise, cannot be excluded, our liability to you is limited to the value (in Fiat) of the Gift Card (giving rise to the claim for liability) you purchased through us. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
We take no responsibility for and will not be liable for any financial loss arising from the use/withdrawal/redemption or inability to use/withdraw/redeem of a Gift Card purchased through us, including, but not limited to, inability to use/withdraw/redeem of a Gift Card due to insolvency or cessation of activities or any issues with the systems of a respective Merchant, systems hacks, servers failures or data loss, security of unique codes/identifiers constituting the Gift Card purchased by you, unauthorized access to, or alteration, theft or destruction of the Gift Card purchased by you, corrupted files or data, incorrectly constructed transactions or otherwise.
We take no responsibility for and will not be liable for any non-compliance with Gift Cards’ quality or quantity requirements laid down in these Terms or provided otherwise e. g. on our Website, if such our non-compliance is caused due to non-performance or improper performance of any obligations of any third parties engaged by us for the offering/selling of Gift Cards.
We do not provide any financial or legal advice in connection with the Gift Cards offered. We may provide information on the Gift cards’ price, use, etc., but it should not be considered as financial or legal advice and should not be construed as such. Any decision relating to Gift Cards’ purchase is your decision and we will not be liable for any loss suffered in relation thereto.
Without any limitation of other terms in these Terms, you acknowledge that the Company bears no liability for any damage, loss (including loss of profit), delay or failure to sell, process or deliver unique codes/identifiers constituting the Gift Card purchased by you, inconvenience in delivery of Gift Cards purchased, in each case caused by or resulting from (directly or indirectly):
any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber, phishing or spoofing attack that may affect your computer or other device;
any “hard fork”, “soft fork”, or other change in the operating rules of an underlying Virtual Asset network;
any rejection of a Gift Card order permitted under these Terms;
any other cause or condition beyond our reasonable control and/or depending on third parties.
You agree to indemnify, release and hold harmless us, our affiliates and any company under common ownership or control with us or our affiliates as well as the officers, directors, agents, representatives and employees of the foregoing, from any claim, liability, loss, expense or demand, including legal fees, related to a Gift Card purchased by you through us.
It is your own responsibility for paying any taxes applicable to you in relation to purchasing of a Gift Card through us.
We make no representations in relation to tax liabilities, assume no tax liability for any Gift Card purchaser, assume no responsibility for the tax liability of any Gift Card purchaser, not for collecting, reporting, withholding or remitting any taxes arising from any Gift Card purchases.
In case we are obliged under applicable law or voluntarily decide to report to any competent authorities any information that is related with your tax obligations, you undertake to provide us with the requested documents, data and information.
If you want to submit a complaint regarding a purchase of a Gift Card through us, you may do so by e-mail to firstname.lastname@example.org or by using our contact form provided on the Website under the menu item “Contact Us”.
If you want to submit a complaint regarding a use/withdrawal/redemption or inability to use/withdraw/redeem of a Gift Card purchased through us, please contact directly with a respective Merchant.
Complaints to us shall be submitted (and will be responded to) in English.
We commit to handle complaints fairly and promptly.
Any communication between you and us shall take place primarily via e-mails.
Disclosure of any information via e-mails shall be considered as duly submitted only if such information is sent to and from the e-mail addresses that are disclosed under these Terms: (i) Company’s e-mail address that should be used for communication is email@example.com; (ii) Gift Card purchaser’s e-mail address that should be used for the communication should be disclosed in a respective Gift Card order. Communication via other e-mail addresses shall not be considered appropriate unless otherwise agreed by the Parties.
Notices and other communications sent by e-mails specified under clause 15.2 shall be deemed delivered to and received by the Party on the same Business Day it was sent (in case it is sent on a non-Business Day - on the earliest Business Day).
Under certain circumstances, especially in emergency cases, we may also contact you by using any other means of communication and contact details you have provided to us.
You must immediately inform us about changes in your contact details. At the request of the Company, you must provide the respective documents supporting the change of any contact details. If you do not fulfil your duties referred to in this clause, the notifications communicated on the basis of the most recent details specified by you to the Company shall be deemed as duly sent and any obligation fulfilled on the basis of such details, including delivery of unique codes/identifiers constituting the Gift Card purchased by you – as duly discharged by the Company.
The Gift Card purchaser who fails to receive from the Company any notifications which it was to receive under these Terms or for the provision of which the Gift Card purchaser has submitted a separate request to the Company, the Gift Card purchaser must immediately inform the Company.
We shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated Gift Card purchaser contact details and their subsequent use by us.
We shall have the right to require the Gift Card purchaser to provide original documents and/or copies certified by a notary or any other person authorized by the state. We shall also have a right to require that documents drawn up abroad be translated into English and/or legalized and/or attached with an Apostille, unless international treaties concluded between the Republic of Lithuania and the respective foreign country establish otherwise.
You are fully liable for correctness of data, Gift Card orders and documents submitted to us.
All costs of drafting, delivery, certification, notarization, apostillization and translation of documents to be provided to the Company shall be borne by the Gift Card purchaser.
If documents provided by the Gift Card purchaser to the Company are inconsistent with the requirements established by legal acts and/or by the Company, and/or if the Company has reasonable doubt as to the authenticity or accuracy of the submitted documents, the Company shall have the right to reject your Gift Card order and/or to demand from the Gift Card purchaser the submission of additional documents.
It is your responsibility to regularly check the proper functioning of your e-mail or other methods of communication that you use to communicate with us and to retrieve and read messages relating to your purchases of Gift Cards through us. We shall not be liable for any loss arising out of your failure to do so.
In order for us to conclude a Gift Card Purchase and Sale Agreement, we collect, use, store and otherwise process information about you as permitted by the legal acts of the Republic of Lithuania, the European Union General Data Protection Regulation (No 2016/679) and other legal acts.
We implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
You are obliged to inform us in writing immediately in case any information we hold about you is inaccurate or not up to date or you believe that any of the information about you is collected, used and stored by us in a manner not compliant with applicable laws.
We store essential information related to the purchases of Gift Cards for our own needs for at least 10 (ten) years in durable media of our choice.
On the other hand, in order to have proof of actions taken by you or by us in fulfilment of these Terms, you should save corresponding information and store it in durable media of your choice.
We undertake to make appropriate efforts in accordance with usual practices in safekeeping information related to purchases of Gift Cards (including your data); however, we cannot guarantee total security of the information and data. We are liable for any adverse consequences you suffer as a result of loss of information and data on the Website only if we are found guilty for that.
The Parties acknowledge that for the purposes of conclusion and discharge of a Gift Card Purchase and Sale Agreement, the Party (the “Disclosing Party ”) may disclose to the other Party (the “Receiving Party ”) either directly or indirectly, electronically, in writing, orally or otherwise, information which is proprietary or confidential or which would, under the circumstances, be understood by a reasonable person to be proprietary and non-public, including without limitation, the information on technical data, know-how, the non-public Company information and all unpublished service manuals, information, data and other similar materials or records provided by the Party to the other Party pursuant to these Terms or otherwise (“Confidential Information ”).
The Receiving Party shall use such Confidential Information solely for fulfilling its responsibilities and obligations under these Terms and for no other purposes. The Receiving Party shall retain such Confidential Information in strict confidence and shall not disclose it to any third party without the Disclosing Party’s written consent, except to the third party(-ies) engaged/contacted by the Company in order to ensure proper conclusion and discharge of a Gift Card Purchase and Sale Agreement/compliance with applicable legislation as well as to law enforcement.
Each Party shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, and shall be responsible and liable for any use or disclosure of the Confidential Information, including by its employees or other related persons, in violation of these Terms.
The Party shall immediately notify the other Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information.
The obligations set forth in this section shall not apply to information that the Receiving Party is able to demonstrate, through clear and convincing evidence:
was already known to the Receiving Party without an obligation of confidentiality at the time of disclosure hereunder;
was generally available to the public at the time of its disclosure to the Receiving Party hereunder;
became generally available to the public after its disclosure other than through an act or omission of the Receiving Party in breach of these Terms; or
was subsequently, lawfully and independently disclosed to the Receiving Party by a person other than the Disclosing Party, not in violation of the confidentiality agreement, arrangement or understanding with such person.
In the event that any disclosure of the Confidential Information is required by you pursuant to applicable law, you shall provide us a reasonable notice and opportunity to contest the need for such disclosure, or to seek a protective order therefor. If we fail to contest the need for such disclosure or to obtain a protective order, you may disclose only that portion of the Confidential Information that is legally so required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.
You shall acknowledge and agree that the disclosure of information which may be considered as confidential to competent authorities and subcontractors of the Company as well as other persons engaged/contacted by the Company for the purposes of conclusion and discharge of a Gift Card Purchase and Sale Agreement/compliance with applicable legislation, shall not be considered as a breach of the confidentiality obligations.
Modification of the Terms
We shall have a right to amend these Terms unilaterally by publishing the amended Terms on our Website. The amendment of the Terms shall come into force immediately upon their publication on our Website.
Amendments shall not have retrospective effect and shall not affect any rights and/or obligations that have arisen between you and us before amendments came into effect.
Coming into force and termination
These Terms shall come into force between us upon your marking “Accept Terms and Conditions” checkbox while making your Gift Card order.
We shall have a right to terminate these Terms (even when your Virtual Asset is rewritten to us) unilaterally (without applying to court) and immediately at any time and for any reason.
Until a sufficient amount of Virtual Assets is not rewritten in our name, you shall have the right to terminate these Terms unilaterally (without applying to court) and immediately for any reason by giving us emailed notice.
After a sufficient amount of Virtual Assets is rewritten in our name, you shall have the right to terminate these Terms unilaterally (without applying to court) only due to our irremediable material breach of these Terms and by giving us 10 (ten) calendar days emailed notice. Our remediable material breach becomes irremediable when we do not remedy it within 30 (thirty) calendar days upon receipt of your emailed notice specifying our remediable material breach and requiring its remedy.
Upon the termination of these Terms for whatever reason: (i) all rights granted herein shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify the destruction of all Confidential Information to the other Party, if any (unless retention of such information is required by applicable laws or foreseen in these Terms or related documents); (iii) each Party shall remit in full all payments due to another Party according to these Terms accruing prior to the date of termination, and following such final payment, neither Party will be entitled to receive any payment from the other Party; (iv) any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, shall so survive; and (v) all other performance obligations of both Parties under these Terms shall cease.
We shall not be held liable for consequences arising after we legally reject your Gift Card order and/or suspend fulfilment of concluded Gift Card Purchase and Sale Agreement and/or repudiate from concluded Gift Card Purchase and Sale Agreement or terminate these Terms.
Termination of these Terms shall not exempt you from the due discharge of all obligations to us arising before the date of termination.
The termination of these Terms shall also mean the cancelation of validity of a respective Gift Card.
Governing law. These Terms and any disputes or claims arising out of or in connection with these Terms or their subject matter or formation are governed by, and construed in accordance with, the laws of the Republic of Lithuania.
Jurisdiction. Only the courts in Vilnius, the Republic of Lithuania, shall have jurisdiction over any legal disputes arising from or in relation to these Terms.
Language. You and we shall agree that the language of these Terms as well as communication between you (or any authorized person) and us is to be English.
Enforceability. No provisions of these Terms shall be enforceable by any other person other than you and us.
Even if we delay in enforcing under these Terms and agreements thereof, we retain the right to enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date.
Relationship of the Parties. The Parties are independent contractors and nothing in the Terms shall make the Parties joint venturers, partners, employees, agents or other representatives of the other Party. Neither Party shall make any representation that suggests otherwise.
Invalidity. If a court finds part of these Terms illegal, the rest will continue in force. Each of the sections of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
Entire Agreement. This is our entire agreement with you. These Terms and any documents referred to in them, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
The Parties may agree on additional conditions which are not provided in these Terms, by a separate written agreement. Such agreement shall become an integral part of these Terms.
Transfer of Rights. You need our written consent to transfer your rights and obligations under these Terms and/or individual agreements thereof to any third person.
We reserve the right to assign our rights and obligations arising out of these Terms and/or individual agreements thereof to third parties at any time without your consent if such transfer of rights and obligations does not contradict the legislation. We will inform you of such assignment within 10 (ten) Business Days after the assignment.
Survival. Any right or obligation of the Parties in these Terms and individual agreements thereof, which, by its express terms or nature and context is intended to survive termination of these Terms, will survive any such termination.
The definitions set out in this section shall apply in these Terms as follows:
In these Terms: