General terms and conditions for the use of the Platform

• Preliminary provisions and definitions

  • These general terms and conditions (the “General Conditions” or the “Contract“) are intended to govern the use by the user (the “User“) of the services offered by Cryptosmart S.r.l, with its registered office in 06134 Perugia (PG), Strada Canneto Sant’Angelo n. 5, share capital of Euro 10,000, C.F. and registration number with the Companies’ Register of Perugia no. 03775010543, registered in the register of “Virtual Currency Operators” held by the Body of Agents and Brokers with registration number PSV8 (hereinafter, “Cryptosmart” or the “Company“; the User and the Company hereinafter, jointly, the “Parties” and each a “Party“), through the online site available at www.cryptosmart.co.uk and the smartphone mobile application (hereinafter, respectively, the “Site” and the “App,” and, jointly, the “Platform“) owned by the Company.
  • Access to the Platform, the use of the Services described below, and/or the use of all information and content made available by the Company through or in connection with the Platform are subject to the User’s compliance with and acceptance of these General Terms and Conditions, as well as the Company’s privacy policy (the “Privacy Policy“) and any additional addendum, contractual supplement, notice or notification that may be required, transmitted or made available by the Company at its discretion.
  • By accessing the Platform you acknowledge that you have carefully read and fully understand the terms set forth in these Terms and Conditions and agree to be bound by them. Failure to accept these General Terms and Conditions and the Company’s Privacy Policy, as well as the Annexes referred to in Article 1.5 below, will result in the inability to access the Platform and use the Services offered by the Company.
  • The User acknowledges and recognizes that the Site, configured to the domain https://www.cryptosmart.it, any second-level domains, accessible from the individual pages of the Site, and the content published therein, as well as any APIs (Application Programming Interface) for access to certain content of the Site or widgets with data from the Site, are the exclusive property of the Company.
  • The following Annexes form an integral and substantial part of this Agreement and are binding on the Parties (collectively, the “Annexes“):Annex 1 – Risk Disclosure; Annex2 – Fork Policy;Annex 3 – Listing Policy
  • In the event of any conflict between the terms contained in the Contract and those contained in the Annexes, the terms of the Contract shall prevail, unless otherwise indicated as prevailing.
  • In addition to the terms defined in the preceding Articles, in this Agreement the expressions listed below, when used with a capital letter, have the meaning hereinafter attributed in correspondence to each of them: “2FA” has the meaning set forth in Article 4.4; “Listing Agreement” means the terms and conditions applicable to the Listing Service; “Account” means the section of the Site and/or the App reserved for the User who has completed the registration process to the Platform, providing all the information required for this purpose, including with regard to the Adequate Verification process;”AdequateVerification” means the process of adequate verification carried out by the Company in relation to each User pursuant to Articles 17 et seq. of the Anti-Money Laundering Decree;”Article” means an article of this Agreement;

    “Issuer” means the User, legal entity or natural person, who requests the use of the Listing Service and enters into the Listing Agreement;

    “Inactive Account Commission” has the meaning set forth in Article 5.1;

    “Access Credentials” has the meaning set forth in Article 4.4;

    “Crypto Assets” means:

    (a) the digital representation of value, not issued or guaranteed by a central bank or public authority, not necessarily linked to a legal tender, used as a medium of exchange for the purchase of goods and services or for investment purposes and transferred, stored and traded electronically; and/or

    (b) so-called utility tokens that grant the holder the sole right to access or use a digital platform or service based, inter alia, on blockchain technology, to the exclusion of any administrative or economic rights attached to the creator thereof.

    “Account Activation Date” means the moment when the User receives the communication by which the Company confirms the creation of the Account and the related Digital Wallet, following the completion of the registration and Adequate Verification procedure;

    “Anti-Money LaunderingDecree” means Legislative Decree No. 231 of November 21, 2007, as subsequently amended and supplemented;

    “Listing” or “Listing Service” means, as a whole, the buying and selling activities of which tokens are the subject on the Platform.

    “Anti-Money Laundering Regulations” means the set of international, European or national regulations that the Company is required to comply with in order to fulfill its obligations with respect to combating money laundering and the financing of terrorism, including but not limited to the provisions of the Anti-Money Laundering Decree and its implementing legislation;

    “Restricted Countries” has the meaning set forth in Article 2.6;

    “Digital Wallet” means the service of safeguarding private cryptographic keys on behalf of the User offered by Cryptosmart for the purpose of enabling the User to deposit, buy and/or sell Crypto Assets, as well as, where applicable, participate in staking activity;

    “Services” means the set of services provided from time to time by the Company through the Platform, as defined in Article 2.1 below.

• Subject matter and mode of provision of the Services

  • Through the Platform, accessible through the Site and/or the App, the Company enables the User to:(a) buy and/or sell Crypto Assets;(b) hold, store and/or transfer Crypto Assets through the Digital Wallet used to safeguard the User’s private cryptographic keys;(c) where applicable, perform staking activities in relation to Crypto Assets from time to time available on the Platform;(d) to perform and manage the Listing of a token,as well as to take advantage of additional services advertised and/or offered on the Platform from time to time (such services, together with those set forth in (a), (b) and (c) above, the “Services”).
  • As consideration for the Company’s provision of the Services, Cryptosmart will charge the User a fee for each transaction and/or order processed under the Services. The amount of the fee will be calculated by Cryptosmart considering, among other things, (i) the type of Service requested, (ii) the amount of Crypto Assets and/or legal tender currency that is the subject of the Service requested by the User. The full disclosure of the fees charged by the Company to the User for the use of the Platform and the Services can be found in the appropriate section of the Platform itself.
  • The User expressly acknowledges and agrees that Cryptosmart does not make any assessment regarding the adequacy, appropriateness and/or suitability of the Services offered and the transactions completed on the Platform with respect to the User’s characteristics, interests and needs, including those of an economic, patrimonial or financial nature. The Company does not offer any personalized recommendations or advice in relation to the transactions perfected by the User. Any explanation or information that is made available to the Platform is not intended under any circumstances as a personalized recommendation or advice.
  • Therefore, the User expressly acknowledges and agrees that Cryptosmart shall not be held liable in any way for any damages and/or losses that may result from the use of the Services and/or the completion of the above transactions. The use of the Services and/or the completion of such transactions shall be at the User’s own risk and responsibility. The User is required to inform himself/herself on his/her own behalf about the risks associated with the use of the Platform and the completion of such transactions, including but not limited to legal and/or tax profiles.
  • Also in view of the nature of the instruments traded, the Platform does not constitute a regulated market, a multilateral trading facility, an organized trading facility, a systematic internalizer or an execution venue (trading venue) within the meaning of the applicable regulations on transactions in financial instruments.
  • The User expressly acknowledges and recognizes that:(a) Crypto Assets may be traded, as applicable, directly with the Company or with other Users who enter buy or sell orders;(b) open buy or sell positions on the Platform may be closed on the Platform itself and/or by the Company through platforms or third parties;(c)the prices for the purchase or sale of Crypto Assets advertised on the Platform are different from the prices advertised or offered by third parties operating platforms similar to the Platform.
  • The Services will be actively offered and advertised by the Company only in the territory of the Republic of Italy and in other jurisdictions identified by the Company from time to time, in accordance with applicable local regulations. The Company reserves the right to restrict access to the Platform by individuals who are domiciled or resident in countries subject to restrictions under applicable laws and regulations from time to time, restrictions imposed by the Company’s own internal policies, or in jurisdictions where the Company has otherwise decided not to offer its services (hereinafter, the “Restricted Countries“). Where the User is (or subsequently becomes) domiciled or resident in a Restricted Country, the Company reserves the right to immediately discontinue providing the Services. If a User is temporarily in a Restricted Country, access to the Services may be restricted. The Company assumes no liability in connection with any losses resulting from the interruption or limitations in the provision of the Services referred to above.
  • Cryptosmart reserves the right to restrict access to certain areas or to the entire Platform at its own discretion, as well as to modify, at any time and at its own discretion, the procedures and operation of the Platform, to introduce new ways of use, new tradable Crypto Assets, new conditions of use and additional obligations related to the provision of the Services. Such changes may also relate to these General Terms and Conditions and/or their Annexes. The aforementioned changes will be made known to the User through the Platform, except for changes relating to these General Conditions and/or the Annexes thereto, which will be communicated to the e-mail address provided by the User, all as further governed by Article 11.Special Provisions Relating to the Wallet Service
  • The Crypto Assets deposited in the Digital Wallet are subject to custody by Cryptosmart, subject to the provisions of Article 2.11 below. In such cases, the Company holds the Crypto Assets in the name and on behalf of the User and does not become the owner thereof under any circumstances. The Company is not authorized to perform any transactions on the Crypto Assets registered in the Digital Wallet (e.g., through the reuse or trading of the same with third parties), except for transactions instructed by the User and/or activities necessary for the provision of the Staking Service, as specified below, and subject to the provisions of Article 2.11 below
  • Cryptosmart may store User’s Crypto Assets in a so-called omnibus account (i.e., together with Crypto Assets held by other Users). In such case, the User will continue to own the respective share of the Crypto Assets as indicated in the Digital Wallet.
  • The Company reserves the right to appoint and/or make use of the services offered by third parties to guard the User’s Crypto Assets, provide ancillary services related to the Digital Wallet, execute transactions instructed by the User and/or for activities necessary for the provision of the Staking and Exchange Service.Special provisions relating to the Exchange Service
  • Through the provision of the Exchange Service, the Company enables the User to transfer and/or receive, buy and/or sell the Crypto Assets from time to time supported by the Platform, against Euro or other legal tender currencies or Crypto Assets.
  • User may place orders to buy or sell a specified amount of Crypto Assets provided, among other things, that User has sufficient funds to settle said transaction, including with respect to any applicable fees. The conditions for placing buy, sell or trade orders on the Platform shall be specified from time to time by Cryptosmart on the Platform. For the purpose of executing an order, the User authorizes Cryptosmart to assume temporary control of the Crypto Assets that are the subject of the relevant order.
  • The procedures relating to the instruction, revocation, execution and settlement of orders entered by the Platform are specified by the Company from time to time. Some orders entered on the Platform may be settled directly by Cryptosmart as the counterparty to the transaction.
  • Cryptosmart assumes no liability in the event that an order placed by the User is executed at a price less favorable than the most recent price or the price displayed on other platforms comparable to the Platform.
  • The User shall refrain from placing or executing orders that may have manipulative purposes or effects with respect to trading occurring on the Platform itself.
  • Orders placed by Users will be matched according to the criteria and priorities defined by the Company from time to time. All executed orders are final and will not be cancelled and/or refunded unless Cryptosmart is not obligated to do so by law, or the execution of the order occurred due to a technical error attributable to the Company.
  • Cryptosmart reserves the right to cancel orders placed by Users (i) if they violate the provisions of the Agreement and/or the User makes use of the Platform in a manner that is unreasonable and/or excessively burdensome for the Platform, (ii) if they involve a manifest error with respect to price, quantity or other parameters, (iii) if required for technical reasons or to comply with a legal obligation or order of an authority.
  • Following the first request for withdrawal of legal tender currency and/or Crypto Assets transmitted by the User to Cryptosmart, in order for the Company to execute the aforementioned request, the User accepts and acknowledges that he/she will necessarily have to carry out an identification video call with a Cryptosmart operator in accordance with the operating procedures from time to time indicated by the Company.Special provisions relating to the Staking Service
  • Where available as indicated on the Platform, the User may use its Crypto Assets for staking activity. In such case, the Company will impose a lock(stake) on the Crypto Assets through a “proof of stake” with a third party network and/or through blockchain technology systems time to time identified by Cryptosmart. The staked Crypto Assets may be held in the Digital Wallet in order to support the transactions of the relevant blockchain network or be transferred to other technological media. The Company will act as validator in connection with the staking activity.
  • Where available, User acknowledges and agrees that Cryptosmart may use the Crypto Assets subject to the Staking Service to perform transfers, exchanges and/or transactions between Crypto Assets in order to maximize User’s benefits from the Staking Service.
  • In return for the staking activity and subject to the terms and conditions set forth in this Agreement, Cryptosmart will transmit to User the Crypto Assets generated as a result of the staking activity, net of the fee retained by the Company as specified below. The amount and conditions for the transfer of the aforesaid benefit shall not be determined by the Company, but by the blockchain network and technological systems from time to time used in connection with the staking activity; it shall nevertheless be indicated from time to time on the Platform. The Company assumes no responsibility for the actual transfer and amount of the aforementioned benefit.
  • You expressly acknowledge and agree that you may not discontinue the staking activity at any time and at your sole discretion. Once the Staking Service has been activated in relation to one or more Crypto Assets, such Crypto Assets shall remain blocked for the minimum period indicated through the Platform for the purpose of staking activity.
  • Please note that once the Staking Service is activated the Crypto Assets will remain in the availability of the User who will retain ownership of them.
  • The Company will receive a fee for the Staking Service, the amount of which will be indicated from time to time on the Platform. This amount will be deducted from the aforementioned benefit from the staking activity at the time of its transfer to the User.Special provisions relating to Listing
  • The Issuer may request from Cryptosmart access to the Listing features by sending a written request in the manner set forth in Article 11 below. Access to the Listing Service may only occur following the execution between Cryptosmart and Issuer of the Listing Agreement, subject to the terms and conditions set forth therein.
  • The Issuer acknowledges and agrees that Cryptosmart may in its sole discretion and without obligation to give reasons to the Issuer refuse the Listing Request.
  • Please refer to the Listing Agreement for access to and operation of the Listing Service.
  • For all matters not provided for in the Listing Agreement and in the event of the termination of the Listing Agreement, User acknowledges and agrees that Issuer’s use of the Services, including Listing, and the Platform will be subject to the provisions of these General Terms and Conditions and, specifically, the provisions of Exhibit 3 below.

• Obligations of the User in connection with the use of the Platform.

  • The User undertakes to use the Platform in accordance with ordinary practice and operation for these types of platforms, in compliance with the technical characteristics and functionalities of the Platform itself as well as, where applicable, with the instructions and directions given by the Company from time to time.
  • The User shall refrain from engaging in any conduct or performing any operation that causes or may cause damage to the Platform or that may impair its performance, availability and/or accessibility. The Platform must be used in any case in a lawful manner, without engaging in any activity of a fraudulent nature towards the Company, other Users and/or third parties.
  • The User shall not:(a) use the Platform to copy, store, host, transmit, send, use, publish or distribute any material consisting of (or related to) spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or any other malicious software;(b) conduct any systematic or automated data collection activities (including, but not limited to, scraping, mining and data harvesting activities) on or in connection with the Platform without Cryptosmart’s express written consent;(c) access or otherwise interact with the Platform through the use of robots, spiders or other automated means, except for search engine indexing or with Cryptosmart’s express consent in writing;(d) circumvent, circumvent or attempt to circumvent any restrictions on access to the Platform;(e) alter, modify, or distribute to third parties any materials on the Platform.
  • You may use the Account only in your personal capacity and not on behalf of any third party, such as a broker, intermediary, trustee, nominee, or agent of any third party. The Access Credentials may only be used by the User and will not be transferred or disclosed by the User in any way to third parties.
  • The User acknowledges and agrees that Cryptosmart shall have the right to suspend or discontinue the use of the Platform and Services at any time in the event of the User’s failure to comply with the obligations listed above. The User shall also bear sole responsibility for any loss or damage that may result from the User’s failure to comply with these obligations and agrees to hold the Company harmless and indemnified in the event of any actions, claims, costs, losses or other adverse consequences arising from such failure.

• Account and Registration.

  • In order to use the features made available by the Company through the Platform, the User must complete the registration process by activating his/her own personal Account. To this end, the User will be required to provide all personal information requested by the Company, including for the purposes of the Adequate Verification process that the latter is required to complete under the Anti-Money Laundering Regulations.
  • The User agrees, under his or her own responsibility, to provide complete, true and correct information and to indemnify and hold harmless the Company in the event of any actions, claims, costs, losses or other adverse consequences arising from the transmission of incomplete, untrue or false information.
  • The User acknowledges and accepts that the Company may reject the request for registration to the Platform for any reason whatsoever at its sole discretion and without obligation to state reasons, including, but not limited to, for reasons related to the impossibility of completing the Adequate Verification process required by the Anti-Money Laundering Regulations.
  • Access to the User’s Account is granted by means of (i) a customer identification code (email) entered by the User when registering with the Platform, (ii) a keyword (password) chosen by the User, and (iii) where required in view of the functionalities used by the User, a two-factor identification component (“2FA” and, in conjunction with the additional credentials referred to in (i) and (ii) above, the “Access Credentials“). User shall maintain the Access Credentials using the utmost confidentiality and diligence so as to prevent access to the same and/or undue use by third parties.
  • The User acknowledges and recognizes that the Company does not provide any guarantees regarding the security of the Platform and its systems, as well as the Access Credentials referred to above. The User will be solely responsible, therefore, for any damage caused to himself and/or third parties in case of access to the Access Credentials and/or undue use of the same by third parties. For a more extensive disclosure in relation to the processes aimed at protecting the security and integrity of the Access Credentials, Digital Wallet and Account, please see Article 8 below.
  • Use of the Services is restricted to individuals of legal age only. In the event that the User fails to meet the age of majority requirement, the Company will proceed to delete the User’s Account and any information related to the same.
  • The Company reserves the right to verify from time to time the data, information and documents provided by the User during registration, to periodically request their updating and/or to request the transmission of additional data, information or documents, also in accordance with the requirements of the Anti-Money Laundering Regulations. The User agrees to provide full cooperation with respect to the above requests and acknowledges that the Company may, at its sole discretion, order the suspension and/or interruption of the Services offered and/or access to the Platform in the event of refusal to cooperate on the part of the User, or where the latter does not provide complete, correct and truthful information, data or documents in accordance with the timeframe requested by the Company.
  • Cryptosmart reserves the right to block access to the Account, Services and/or Platform where it deems it appropriate or necessary for security reasons or to comply with legal obligations or measures imposed by the authorities.
  • The User agrees to promptly notify Cryptosmart in the event of any theft, loss or misappropriation of the Access Credentials and acknowledges that the Company shall not be liable for any consequences arising from the undue use of the Access Credentials until such time as the same are changed in accordance with the instructions given by the Company from time to time. You acknowledge and agree that the above disclosure may be delayed depending on the availability of the Company’s support team and that the Company shall not be liable for any claim due to such delay. If you are unable to carry out the instructions and comply with the security rules and requirements imposed by the Company for the use of your Access Credentials, you will no longer be able to access the Platform or your Account.
  • The User agrees to promptly notify Cryptosmart of any changes to the data, information and documents provided during registration or thereafter, or otherwise available to the Company in connection with their Account, including, without limitation, with respect to the information, data and documents provided for the purposes of Adequate Verification under the Anti-Money Laundering Regulations.
  • Cryptosmart may block, suspend or close the User’s Account in the event that it is unable to perform the activity of Adequate Verification under the Anti-Money Laundering Regulations or otherwise where the User’s operations are abnormal.

• Inactive Account.

  • In the hypotheses in which the Account is inactive (i.e., the User does not perform access to the Platform) for a period of at least 12 (twelve) consecutive months, Cryptosmart will send the User an invitation to access his/her Account and, jointly, an informational notice in relation to the application of a fee of 9 Euros on a quarterly basis for the regular maintenance of the inactive Account (the “Inactive Account Fee“).
  • In the event that within 14 (fourteen) days after the transmission of the aforementioned notice the User does not access the Account and/or does not transmit a response notice to Cryptosmart, the Inactive Account Fee shall be levied by Cryptosmart for as long as the Account remains inactive.
  • Notwithstanding the provisions of Articles 5.1 and 5.2 of this Agreement, in the event that the Account is inactive (i.e., the User does not perform access to the Platform) for a period of at least 5 (five) consecutive years, Cryptosmart shall transmit to the User a request for communication of the details of the bank account in the User’s name to which any currencies having legal tender status, once converted where Crypto Assets are present in the User’s Account. The above request may also be transmitted in advance where Cryptosmart has a legitimate interest in proceeding to close one or more inactive relationships with its Users.
  • In the event that – notwithstanding Cryptosmart’s reminders and in any event after 30 (thirty) days have elapsed from the first communication – the User has not communicated to Cryptosmart the bank account details, converted any Crypto Assets present on the Digital Wallet in currencies having legal tender status, Cryptosmart will carry out a so-called “real offer” pursuant to the applicable provisions of Italian law.
  • In the event of a real offer, Cryptosmart will convert any Crypto Assets remaining in the Digital Wallet into currencies having legal tender status and within the terms and in the manner established by the relevant regulations, it will formalize the offer of the amounts to the User by means of a notary public or other public official, then proceeding, in the event of non-acceptance of the offer, to deposit the amounts with another bank and to simultaneously notify the User of the deposit. In cases where this solution proves to be difficult, Cryptosmart will seek alternative solutions in order to establish contact with the User to transfer the sums to the same. All costs related to such activities shall be borne by the User.

• Connection to a payment method.

  • In order to use legal tender currency within the scope of the Services, the User shall link his/her Account to a checking account, debit card, credit card, e-wallet or other means of payment time to time accepted by the Company. Cryptosmart reserves the right to allow the User to link more than one payment method to his/her Account.
  • The User must own the payment method linked to the Account and dispose of it in his/her own name and account. Cryptosmart reserves the right to ask the User for documents and/or information and/or data necessary to verify the data and ownership of the relevant payment method. Should Cryptosmart be unable to verify the details of the payment method, or should it be unable to verify that the payment method belongs to the User, the User will not be able to use currency that is legal tender within the scope of the Services.
  • Following the creation of the Account, in order to be able to place orders to buy or sell Crypto Assets and legal tender currencies, the User must proceed to transfer the Crypto Assets or legal tender currencies owned by him/her to the Digital Wallet. For the provision of the Digital Wallet service, Cryptosmart may also use third parties licensed to provide banking or payment services that are subject to supervision by the industry authority.

• Intellectual Property Rights.

  • Except as otherwise provided in these Terms and Conditions, Cryptosmart grants User a limited, non-exclusive, non-sublicensable, revocable and non-transferable license to: (i) access and use the Platform through the Account only in connection with the use of the Services; and (ii) access the Services and use any content, information and related materials that may be made available through the Services. All rights not expressly granted by these Terms and Conditions are expressly reserved in Cryptosmart.
  • Cryptosmart is the owner or licensee of all intellectual and industrial property rights inherent to the Platform as well as the content that can be accessed through it. The intellectual property rights of the Platform as well as the text, images, graphic design, navigation structure, information and content included therein are the property of Cryptosmart, which holds the exclusive right to exercise the rights of exploitation in any way, in particular the rights of reproduction, distribution, publication and transformation, in accordance with Italian law on intellectual and industrial property rights.
  • The authorization to access the Platform granted by Cryptosmart to the User from the Account Activation Date, may not be interpreted as a waiver, assignment, licensing or in any case even partial assignment by Cryptosmart to the User of any intellectual or industrial property right. Cryptosmart prohibits the User from modifying, copying, reusing, exploiting, reproducing, publicizing, uploading files, mailing, transmitting, using, processing or distributing in any way all or any part of the content of the Platform even for advertising and/or commercial purposes, except in the case of written agreement between the User and the Company.

• Warnings on use of the Services and Platform, liability.

  • The Services are provided “as is” and “as available.” Cryptosmart disclaims all representations and warranties, express, implied, or statutory, not expressly set forth in these Terms and Conditions, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third party rights. In addition, the Company makes no representations, warranties or assurances as to the reliability, timeliness, quality, suitability or availability of the Services, the Platform or the goods or information requested and obtained through the use of the Services and the Platform, or that the Services and/or the Platform will be uninterrupted and/or error-free. Cryptosmart does not guarantee the quality, suitability, security or capability of any third party providers. Users agree that the entire risk arising from the use of the Services and Platform remains solely with them, to the fullest extent permitted by applicable laws and regulations.
  • Cryptosmart shall not be liable for any damages, liabilities or losses arising from the use of or reliance on the Services and/or the Platform or the inability to access or use the Services and/or the Platform. The Company shall not be liable, in any event, for delay or failure to perform resulting from unforeseeable circumstances or force majeure.
  • Cryptosmart makes no warranty as to the availability and speed of its Services, including the Platform, the fulfillment of orders placed by Users and the availability of the various features provided through the Platform.
  • 8.4 The User acknowledges and agrees that:(a)he/she will be directly and solely responsible for any damage caused to his/her device and/or computer system based on the use of the Services;(b)in the event of force majeure, fortuitous event and outside the cases of willful misconduct and gross negligence, Cryptosmart shall not be held liable for:

    (i) for any delay or failure to perform its obligations under this Agreement;

    (ii) damages and/or inefficiencies caused by conduct of third parties;

    (c) the information, material and documents on the Platform or transmitted by Cryptosmart to the User, are not and shall not be considered as forms, invitations and/or conduct qualifying as an offer to the public of financial instruments and products and/or investment solicitation;

    (d) except as otherwise provided in these General Terms and Conditions, Cryptosmart shall not be liable for damages and/or losses incurred by the User in connection with the purchase and holding of the Crypto Assets if the related damage and/or loss is due to the characteristics, operation, price variation and/or any act or fact beyond the control of the Company and/or misrepresentation of the characteristics, functions, uses and/or any other material element intended to induce the purchase and/or holding of the Crypto Assets by the User;

    (e) Cryptosmart does not make any assessment as to the adequacy, appropriateness and/or suitability of the Services offered and the transactions completed on the Platform with respect to the characteristics, interests and needs, including those of an economic, patrimonial or financial nature, of the User. The Company does not offer any personalized recommendations or advice in relation to the transactions perfected by the User. Any explanation or information that is made available to the Platform is not intended under any circumstances as a personalized recommendation and/or advice and/or investment proposal;

    (f) Cryptosmart shall not be held liable in any way for any damages and/or losses that may arise from the use of the Services and/or the completion of transactions involving the purchase and sale of Crypto Assets. The use of the Services and/or the completion of such transactions will be at the User’s own risk and responsibility. The User shall inform himself/herself on his/her own behalf about the risks associated with the use of the Platform and the completion of such transactions, including but not limited to legal and/or tax profiles, features and/or expectations associated with a Crypto Asset;

    (g) the Company is not responsible for the secrecy and correctness of the Access Credentials as well as for the illicit and/or improper use of the Digital Wallet in case of theft, loss, misappropriation and making available to third parties the Access Credentials;

    (h) in order to ensure the security of the Platform, the confidentiality of the Access Credentials as well as the correct identification of the User, as part of the registration process and during the course of the business relationship, the Company reserves the right to request additional information from the User (e.g., methods and channels of discovery from the Platform) by transmitting written requests via email addressed to the User’s registration email and/or conducting interviews via telephone call and/or video call. In such circumstances, any personal data of the User transmitted to Cryptosmart and/or subject to registration by the Company will be processed in accordance with the Privacy Policy.

  • Cryptosmart invites and recommends the User to ensure that they keep their Access Credentials confidential in order to prevent third parties from using the User’s Digital Wallet. In this regard, the User acknowledges and agrees that he/she shall perform all actions and/or hold the conducts and/or transmit documents and information to perfect the registration procedure as well as use the Platform and its functions based on the directions transmitted from time to time through the Platform by Cryptosmart. The Company invites the User to refrain from and pay attention to any conduct of third parties aimed at stealing the Access Credentials, such as, but not limited to, phishing, installation of malware and trojans on their devices to access the Platform, offers of assistance from third parties to carry out the registration procedure and/or use the Platform.

• Updates and changes to the Agreement and information available on the Platform.

  • Cryptosmart reserves the right to unilaterally modify the Agreement at any time by notifying the User by e-mail. The User is required to carefully read the notices sent by Cryptosmart in accordance with the foregoing.
  • Cryptosmart also reserves the right to unilaterally and at any time change, update or delete the information contained in the Platform without prior notice transmitted to the User (with reference to, but not limited to, the layout or design of the Platform, the conditions of access, registration and use of the Platform and its functionality, etc.).

• Confidentiality Obligations.

  • The User undertakes not to disclose, use, communicate any confidential information regarding the Platform or Cryptosmart, as well as the activity carried out by the latter, of which he/she has become aware in the context of the Contract or the provision of the Services.
  • The above limitations shall not apply in the event disclosure imposed by a provision of law, by an act of judicial authority, or if the information is already in the public domain by other than User’s default.
  • All documents, manuals, hardware and software provided by Cryptosmart to the User, as well as all data or documents (including copies) produced, managed or stored on computer systems or other electronic equipment, belong solely to the party who produced/processed them.

• Communications and Complaints.

  • For any communication, dispute, request or complaint regarding the Platform and/or the Services provided by the Company, the User may use info@cryptosmart.it.
  • The User agrees that Cryptosmart may communicate through the Site and the App, by e-mail, telephone, fax, regular mail, newsletter, registered mail, electronic chat, and/or any other means of communication deemed appropriate by Cryptosmart. The Company will use the data and contact information provided by the User upon opening the Account, as updated from time to time.
  • In the event of any changes to the User’s data and information, including e-mail address, contact numbers, name, residential address, country of residence and/or domicile, and/or nationality, the User shall notify the Company of such changes as soon as possible. If the User does not promptly communicate such changes to Cryptosmart, the User may not receive important information from the Company.
  • All information, statements and communications between the Company and the User will be in the Italian language. If documents are provided in another language and there is an inconsistency between the documents in languages other than Italian, the Italian version will prevail.

• Duration and Termination.

  • The Agreement will be effective as of the Account Activation Date and will be valid indefinitely.
  • Without prejudice to the further provisions set forth in this Contract, the Company may in any case terminate the Contract, upon notice by electronic or ordinary mail, with at least 10 (ten) days’ notice. This is without prejudice to the provisions of Article 14 below.
  • Termination of the effectiveness of the Contract, for whatever cause it may occur, shall not affect the rights, remedies, obligations or liabilities of the Parties accrued up to said event.

• Cancellation of the Account by the User.

  • The User may at any time request cancellation of the Account from the Platform by transmitting written notice via e-mail to Cryptosmart at info@cryptosmart.it. and/or via the appropriate command on the Platform.
  • Following the transmission of the cancellation request, the User’s Account will be deleted from the Platform within 10 business days. In such circumstance, the processing of the User’s personal data will take place in accordance with the provisions of applicable law and Cryptosmart’s Privacy Policy.
  • Following the execution of the cancellation request, the User shall be deemed no longer registered to the Platform and shall not be able to request the provision of the Services
  • Following the transmission of the cancellation request, Cryptosmart will notify the User via the Platform of the date by which to withdraw and/or transfer to another external medium owned by the User any assets remaining in the Digital Wallet. If the User does not carry out the balance migration within the timeframe indicated by Cryptosmart, the provisions of Articles 5 and 5.3 above shall apply mutatis mutandis.

• Cancellation and suspension of the Account by Cryptosmart.

  • Cryptosmart reserves the right to restrict in whole and/or in part the User’s access to the Platform and to cancel and/or suspend and/or block the User’s Account, in the cases contemplated by this Agreement or otherwise in the event of the User’s failure to comply with its obligations under the law. To this end, Cryptosmart may put in place any technological safeguards and filters it deems necessary to prevent the User’s use of the Services and/or the Platform contrary to applicable laws and regulations as well as the Agreement.
  • In addition to the cases expressly contemplated by the other provisions of this Agreement, the Company reserves the right in any case to suspend access to the User’s Account and/or to cancel the same, discontinuing the provision of the Services, at its own discretion, without prior notice and with immediate effect:(a) if the User has provided untrue information during the registration for the creation of his/her Account or subsequently within the scope of his/her relationship with the Company;(b) if the User refuses to provide information regarding his/her Account and/or identity, if applicable upon requests by judicial authorities, public law enforcement authorities and any other authority entitled to do so under applicable laws;(c) in case of violation by the User of the provisions set forth in this Agreement, including of Attachments, or of law;(d) in the event of even suspected fraudulent or unlawful use of the Platform and Services;(e) if so requested by judicial authorities, public order authorities, and any other authority entitled to do so under applicable laws.
  • In the event of suspension, the Company may decide – in its sole discretion and unchallengeable judgment – whether to reactivate or permanently delete the User’s Account. In order to proceed with the reactivation of the suspended Account, the User must make an explicit request to the Company by sending appropriate notice to the addresses set forth in Article 11.
  • In the event of cancellation of the User’s Account, the User may no longer use the Services offered by the Company via the Platform.

• Miscellaneous Provisions.

  • In the event that one or more terms, clauses or conditions of the Agreement are invalid or ineffective for any reason whatsoever, such invalidity or ineffectiveness shall not affect the validity and effectiveness of the other terms, clauses and conditions of the Agreement, and the term, clause or condition found to be invalid shall be deemed to be expunged from the Agreement. In the event that one or more of the terms, clauses or conditions of the Contract conflicts with mandatory statutory law, such term, clause or condition shall be deemed valid and effective as between the parties to the fullest extent permitted by the mandatory law violated.
  • Any forbearance by Cryptosmart or the User of conduct of the other Party put in place in violation of the provisions contained in the Agreement shall not constitute a waiver of the rights arising from the violated provisions nor of the right to require the exact performance of all covenants and obligations therein.
  • The Company reserves the right to assign or transfer the Contract and/or any rights and/or obligations arising thereunder to another party. The User may not assign or transfer the Contract and/or any rights and/or obligations arising therefrom.
  • For anything not provided for in this Contract, the Italian legal regulations in force from time to time will be applicable.
  • For information regarding the processing of personal data and the obligations assumed by the Company in this regard, please refer to the Privacy Policy available on the Platform.
  • The User expressly acknowledges and accepts that the Company may be required by law to make deductions and/or payments of a tax nature in relation to the positions held on the Platform, and/or to provide information in this regard to the competent authorities pursuant to the tax legislation in force from time to time.

• Applicable Law and Jurisdiction.

  • This Contract is governed by Italian law.
  • Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the Court of Perugia, to the exclusion of any competing jurisdiction, except where the User qualifies as a consumer – in which case jurisdiction shall be determined in accordance with the law.

Attachment 1 – Risk Disclosure

Trading Crypto Assets involves a number of significant risks that the User is required to be aware of before joining the Platform and beginning to trade through it. The main risks related to the use of Crypto Assets and the Platform are as follows:

• Risk of full loss of the capital used: the use of the Services offered by the Company primarily involves the possibility of losing all the Crypto Assets registered on the User’s Account. The User must carefully assess, therefore, the risk of full loss of the capital used in Crypto Assets before making any purchase or sale transactions on the Platform, taking into account, among other things, his or her own financial assets and resources, as well as his or her knowledge and experience in relation to Crypto Assets and blockchain technology in general.
• Volatility Risk: The price of Crypto Assets traded on the Platform is significantly volatile and may rise and fall in relation to various factors, such as the amount of Crypto Assets available or traded, general market trends, geopolitical or macroeconomic changes, etc. Also due to the volatility mentioned above, the User should pay special attention to its valuations in relation to the Crypto Assets bought and sold.
• Foreign Exchange Risk: Membership in the Platform carries inherent foreign exchange risk, as the Company’s Account and Services are provided in Euros – while trading takes place in Crypto Assets. Changes in the value of the Euro relative to Crypto Assets (and vice versa) could adversely affect the value of the exchange rate realized by the User on the Platform.
• IT risk related to the Platform: the IT systems(hardware and software) used by the Company to provide the Services could be subject to failure or malfunction. In such a case, the Company may not be able to continuously provide the Services for the benefit of the User and/or provide access to the Platform or the Account.
• User-related cyber risk: trading of Crypto Assets takes place through a variety of computing devices used by the User. This activity may therefore be affected by any failure or malfunctioning of the aforementioned computing devices (pc, laptop, digital device, smartphone) or the inability to use a connection that allows information to be transmitted to or from the Platform. The User’s computing devices are also exposed to the risk of hacking or access by third parties.
• Risk related to the absence of guarantees: unlike cash deposits, which are subject to protection through deposit guarantee systems within the limits provided by law, Digital Wallets recording Crypto Assets do not enjoy similar forms of protection or safeguards under the law to cover any losses incurred by the User. The User is therefore at risk of not being able to recover Crypto Assets in the event of loss of credentials to use the Digital Wallet.
• Liquidity Risk: Crypto Assets markets are not necessarily liquid markets. The degree of liquidity is determined by the supply and demand for Crypto Assets that comes into the market. The absence of liquidity could amplify price volatility. The User may also be exposed to the risk of not being able to convert Crypto Assets into legal tender for a significant period of time.
• Settlement and Counterparty Risk: Crypto Assets transactions made on the Platform are settled directly by the Company as the counterparty to them. However, the Company may not be able to meet its obligations, or fulfill them on time, including in the event of insolvency.
• Custody Risk: The registration of Crypto Assets on Digital Wallets involves custody risks, including due to the effect of possible cybersecurity breaches or blockages in the operation of exchanges.
• Risk related to the legal qualification of Crypto Assets: the legal qualification of Crypto Assets is still uncertain and subject to definition. It cannot be ruled out that this qualification may change in the future as a result of, among other things, regulatory actions taken by the relevant authorities. Any changes in the legal qualification of Crypto Assets, as well as in the regulatory regime applicable to their trading activities, could adversely affect the operation of the Platform, the use made by the User and/or the related taxation.
• Specific risks related to the staking activity: in addition to the risks mentioned above, the staking activity of Crypto Assets presents specific risks related to the possible fluctuation in the value of Crypto Assets during the period of permanence of the constraint required for the performance of staking activities. Such fluctuations in value could have greater negative effects than the premium paid to the User for the staking activity.

Attachment 2 – Cryptosmart’s Fork Policy

Cryptosmart has adopted its own policy for handling any forks related to blockchains used by Crypto Assets being deposited and/or traded on the Platform, the essential terms of which are set out below.

A fork is a situation in which a blockchain splits into two separate chains, either temporarily or permanently. It is a natural occurrence during mining (extraction), where two blockchains that follow the same consensus rules temporarily have the same accumulated Proof of Work and are both considered valid. A fork can also occur as a result of the use of two separate sets of rules trying to govern the same blockchain. Forks have been used in Crypto Assets to add new functionality to a blockchain or to reverse the effects of hacks or bugs in relation to a blockchain, as in the case of the fork between Ethereum and Ethereum Classic.

When a fork occurs, the Company reserves the right to temporarily suspend the Platform Exchange Service (with or without notice). Specifically, under such circumstances, the Company may, at its sole discretion:

(i) configure or reconfigure User’s systems;

(ii) determine which Forked Cryptocurrency has majority network consensus and offer that Crypto Asset on our Platform (in lieu of the other); and/or

(iii) decide not to support (or to cease supporting) entirely the Forked Cryptocurrencies.

In the event of a fork, you acknowledge and agree that the Company may decide in its sole discretion to change the availability of Crypto Assets in your Account with respect to any Cryptocurrency held. Such modification will be determined by Cryptosmart in good faith and taking into account market practice.

Cryptosmart may make the above changes without prior disclosure obligations to You. Where a significant fork is realized, the Company may decide to suspend trading due to price volatility of Crypto Assets.

Cryptosmart reserves the right to evaluate each case fork event from time to time and to decide, in its sole discretion, whether or not to support a fork and whether or not to notify the User. If Cryptosmart decides not to support a fork, but the User wishes to participate in it, the User will be required to transfer the relevant Crypto Asset to a third-party digital wallet deemed suitable to support the fork.

Cryptosmart may decide in its sole discretion to temporarily suspend/close any trades or any transactions related to Crypto Assets that are subject to a fork and/or are affected by a fork.

Should Cryptosmart decide – in its sole discretion – to support a fork, the Company will decide which chain is the original blockchain within the scope of the fork. Cryptosmart will attempt to integrate new units of Crypto Assets based on the blockchain resulting from the fork into the Platform, without, however, providing any guarantees in this regard.

User acknowledges and agrees that it is impossible to withdraw or transfer the new blockchain-based Crypto Assets resulting from a fork supported by the Company until Cryptosmart decides in its sole discretion to offer such new Cryptocurrencies within its Platform.

User acknowledges and agrees that Cryptosmart may decide not to integrate new Crypto Assets resulting from a fork within the scope of the Platform. In such cases, the User shall have no right to claim damages and/or compensation of any kind from the Company.

Annex 3 – Listing Policy

Cryptosmart has adopted its own policy in relation to the so-called listing of Tokens (as defined below ) being traded on the Platform (the “Listing Policy“), the essential terms of which are set out below.

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• Definitions.

  • In addition to the terms and expressions defined elsewhere in these General Terms and Conditions, the terms and expressions indicated by capitalized initial in this Schedule 3 shall have the meanings set forth below:
    

    Exceptional Circumstances	means the following exceptional circumstances: (a) extreme Price volatility, resulting in the need to adopt so-called market making techniques; (b) wars, industrial action, civil unrest or computer sabotage; (c) conditions of non-smooth operation of the Platform that jeopardize the maintenance of proper, orderly and transparent execution of Buy and/or Sell Orders, associated with any of the following consequences: (i) the performance of the Platform suffers significantly from delays and interruptions due to causes not attributable to Cryptosmart; (ii) multiple errors occur in the transmission of Purchase and/or Sale Orders; (iii) the ability of the Platform to provide the Exchange Services proves to be insufficient; (d) Cryptosmart fails to maintain or implement prudent risk management practices due to the occurrence of any of the following: (i) technological problems, including problems related to the Platform system handling the flow of data or other system essential for the execution of Purchase and/or Sale Orders; (ii) inability/inability to execute Completed Orders due to the prohibition of execution issued by the competent Authorities and/or legal measures and/or judicial orders of the Purchase and/or Sale Orders of one or more Customers.
    Customer	means any Person holding an Account, who has entered into a Listing Agreement with Cryptosmart (even if no longer in existence)
    Commission	means the commission charged by Cryptosmart on the Price related to each Completed Order to which the Customer is a party.
    Listing Date	means the date on which the completion of the following activities takes place, pursuant to the Listing Agreement: (a) insertion by Cryptosmart of the Tokens within the Listing; (b) transfer by Customer of the Tokens and/or legal tender currency or digital assets into the Digital Wallet; and (c) transmission by Customer, via the Platform, of the first Sale Order and/or Purchase Order at the Opening Price.
    Force Majeure Event	means an occurrence beyond the control of the Party concerned, which occurs without its fault or negligence and which the Party is incapable of preventing and which it cannot cope with with due diligence such as, but not limited to: natural events or disasters, earthquakes, fires, lightning, floods, wars, riots, riots, exceptionally adverse weather conditions unforeseeable for the locality concerned, compared to official meteorological data, blockage or occupation of facilities or construction sites, sabotage, prohibitions or impediments ordered by laws or measures of a binding nature, including judicial ones, and which came into force after the conclusion of the Listing, expropriation and confiscation of property judicial, regulatory and administrative acts for acts not attributable to the Party affected by such acts, fire, explosion or other catastrophe, other similar circumstances, including national or local strikes, occupations or other labor disputes relating to employees or contractors of a Party or third-party contractors of a Party, excluding short power outages or other events that can reasonably be mitigated by standard disaster shelter measures.
    Business Day	means any day (other than a Saturday and a Sunday) on which banks are authorized to be open to the public for the purpose of conducting their normal business on the Milan square.
    Order Book	means the Platform’s video interface connected to the Platform’s database in which Purchase Orders and Sales Orders are displayed, progressively over time, with an indication of their characteristics (e.g. amount, Price, etc.).
    List	indicates the list of digital assets that can be the subject of Purchase and/or Sale Orders through the Platform as well as the digital assets that Customers can hold in their respective Digital Portfolios.
    Completed Order	indicates the successful execution and settlement of a Purchase Order with a Sale Order (and vice versa) at the Price indicated in the Platform and recorded in the Order Book.
    Purchase Order	means any purchase order in legal tender currency and/or digital asset of one or more Tokens transmitted by a Customer via the Platform.
    Sales Order	means any sales order in currency having legal tender and/or digital asset of one or more Tokens transmitted by a Customer through the Platform.
    Person	means any natural or legal person, as applicable.
    Prohibited Marketing Practices	means promotional activities, marketing, marketing messages, and in any event all communications designed to advertise the Token to the public, by any person put in place, including communications: (a) that may induce in the public the expectation of a return of a financial nature from the purchase and holding of Tokens, and otherwise to purchase the Token as a form of investment; (b) aimed at associating the following terms or expressions with Tokens: “financial product,” “financial instrument,” “investment instrument,” “financial service,” “Token enhancement/increase in value” (or similar); (c) that emphasizes any promise of return or otherwise solicits investment by the relevant recipients.
    Unfair Practices	means any communication or dissemination of information (including where applicable Confidential Information) to one or more Persons, by any person, relating to the Company or the Token or the developments or prospects thereof (or of the project with which the Token is associated), which is (i) false or (ii) pertaining to circumstances or events the occurrence of which is not reasonably certain, or (iii) not in the public domain, and which is likely to cause or causes a material alteration in the Price and/or Purchase Orders or Sales Orders. The transmission of simulated Purchase Orders and/or Sales Orders or the execution of other contrivances otherwise likely to cause an appreciable alteration in the Price and/or Purchase Orders or Sales Orders also qualifies as Misconduct. With respect to information (including where applicable Confidential Information) that is not in the public domain, the communication or dissemination of such information to the general public by means of a special press release or other disclosure made available on websites or other sources of information of adequate dissemination (including, without limitation, the Issuer’s website) does not constitute Misconduct.
    Price	means the price of the Token (in legal tender and/or digital asset ) from time to time indicated on the Platform.
    Opening Price	means the price set forth in this Agreement at which the Company shall enter at least the first Sale Order or Purchase Order to initiate the Listing.
    Delisting Procedure	means the procedure to permanently discontinue the Listing pursuant to Sections 4.3 and 4.4 of this Schedule 3.
    Representatives	Means the corporate officers, employees and contractors, agents, representatives and consultants of the Client.
    Non-Regulated Instrument	indicates, with reference to Tokens, that the same do not constitute “financial instruments” or “financial products” within the meaning of Legislative Decree 58/1998, or “electronic money” or “payment instruments” within the meaning of Legislative Decree 385/1993.
    Token	For the purposes of this Schedule 3 and the Listing Service, means the tokens created by a Client and the subject of the Listing.

• Conditions relating to Listing and general provisions regarding Purchase Orders and Sales Orders.

  • Customer acknowledges and agrees that, as of the Listing Date, the following conditions shall be met at all times and without interruption:(a) the Customer and the Token shall comply at all times with the provisions contained in the policies adopted by Cryptosmart publicly available on the Platform;(b) one or more Exceptional Circumstances and/or a Force Majeure Event shall not occur;(c) the Customer (and the partners and directors in the case of a legal entity) shall not be subject to any sanctioning measures of a disqualifying and/or sanctioning nature regarding money laundering and financing of terrorism, issued by the competent authorities;(d) any logos, trademarks, descriptions, symbols, names, acronyms and in any case works of authorship associated with the Tokens and communicated by the Customer to Cryptosmart as part of the Listing Service shall not infringe the rights of third parties.
  • Purchase Orders and Sales Orders placed through the Platform will be matched according to the criteria and priorities defined by Cryptosmart from time to time. Customer acknowledges and agrees that all Completed Orders will be final and will not be cancelled and/or refunded except where Cryptosmart is not legally obligated to do so, i.e., the execution of the order occurred due to a technical error attributable to Cryptosmart.
  • Customer acknowledges and agrees that Purchase Orders and/or Sales Orders may be settled through the use of a digital asset and/or in legal tender currency as time to time indicated in the Order Book.

• Fees and Listing Condition.

  • Customer acknowledges and agrees that, for the Listing Service, Cryptosmart will charge a Fee that will be set forth from time to time on the Platform.
  • In particular, Cryptosmart reserves the right to apply the Commission set forth in Section 3.1 above upon matching a Purchase Order with a Sales Order, and to that effect (i) if Customer has entered a Sales Order, it will receive the Price less the Commission, and (ii) if Customer has entered a Purchase Order, the Price paid will include the Commission (it being understood that, in the latter case, Customer will receive an amount of Tokens corresponding to the Price less the Commission). The Commission may be applied in legal tender currency and/or digital asset, even independently of the currency or digital asset used for the purpose of payment of the Price.

• Suspension of Listing and Delisting Procedure.

  • Unless, where applicable, Cryptosmart decides in its sole discretion to directly apply the provisions of Paragraph 4 below.3, Cryptosmart shall have the right to suspend the Listing at any time in the following cases:(a) there are one or more Exceptional Circumstances or a Force Majeure Event;(b) Prohibited Marketing Practices or Unfair Practices are used or implemented;(c) there are well-founded technical and/or technological reasons related to the upgrade and/or maintenance of the Platform, the Tokens and/or the technology underlying the Tokens;(d) the regularity of Token exchanges in the Platform is temporarily not guaranteed or is at risk of not being guaranteed or if well-founded reasons require suspension to protect Users;(e) dissemination or non-dissemination of news that may affect the regularity of Purchase Orders and/or Sales Orders;

    (f) in the case of a legal entity, admission of the Customer to bankruptcy proceedings or putting the Customer into liquidation;

    (g) where applicable, issuance of a negative judgment by the person possibly appointed to carry out audit activities with reference to the technology underlying the Tokens.

  • In the cases referred to in Paragraph 4.1 above, Cryptosmart will send written notice to Customer stating the reasons for the decision to suspend and, where applicable, the timeframe and manner within which Customer must remedy the causes that led to the suspension, in order to restart the Listing.
  • Cryptosmart reserves the right to permanently discontinue the Listing (and thus give rise to the Delisting Procedure) in the following cases:(a) failure to remedy the causes that led to the suspension of the Listing within 15 (fifteen) Business Days (or the different term indicated by Cryptosmart) from the date of receipt by Customer of the notice referred to in Paragraph 4 above.2;(b) failure of one or more of the conditions set forth in Section 2.1 above;(c) existence of one or more Exceptional Circumstances or a Force Majeure Event;(d) termination by the Customer of the development of the Tokens and/or the related project;(e) order imposed by a measure or law or regulation or other act of any authority;

    (f) use or implementation of Prohibited Marketing Practices or Unfair Practices;

    (g) in the case of a legal entity, termination of the Client’s business, or admission of the Client to bankruptcy proceedings or liquidation of the Client.

  • In the cases referred to in Section 4.3 above, as well as in the event of termination of the General Conditions for any cause whatsoever, Cryptosmart shall send a written notice to the Customer stating the reasons underlying the termination, as well as the timeframe and manner within which the Customer and/or Cryptosmart shall put in place any necessary steps to complete the Delisting Procedure.

• Obligations and Representations of the Parties.

  • The Customer agrees to:(a) comply with all provisions of the General Conditions, including the Annexes, as well as to keep itself constantly informed regarding any information or communication published by Cryptosmart on the Platform;(b) use the Platform in accordance with the provisions of the General Conditions, including the Annexes;(c) use the Platform, the information and technological services inherent to the Listing Service as well as the related documentation, exclusively for the purposes of the Listing Service;(d) provide the data, information and documentation requested by Cryptosmart, pursuant to the General Conditions, including the Annexes, in a true, complete and correct manner and in accordance with the format provided for and indicated by Cryptosmart;(e) acknowledge as its own any communication, disposition, instruction executed through the Platform by means of the relevant Account, it being understood that Customer hereby agrees to indemnify and hold Cryptosmart harmless from any liability arising from communications or transmissions of Purchase Orders and/or Sales Orders referable to Customer’s Account, even if placed by unauthorized parties;

    (f) immediately inform Cryptosmart of any interruptions and/or disruptions and/or bugs and/or malfunctions related to the Tokens;

    (g) promptly notify Cryptosmart if the conditions for Listing set forth in Section 2.1 above no longer apply;

    (h) promptly follow up on requests transmitted by Cryptosmart made with respect to data, information or documents on the Tokens;

    (i) cooperate with Cryptosmart by providing all necessary assistance, communicating necessary information and providing documentation in order to enable the Listing;

    (j) provide itself with the necessary technical and technological infrastructure as well as the necessary telematic connections to interface with the Platform, in the manner indicated from time to time by Cryptosmart;

    (k) where necessary, perform any act and/or corporate fulfillment necessary in order to keep the Listing Service active;

    (l) cooperate in good faith with Cryptosmart in the event of suspension of the Listing, including by transmitting information and documents;

    (m) promptly notify Cryptosmart, in writing, of any changes in the Token’s characteristics;

    (n) to ensure that its Representatives do not violate any provision of these General Terms and Conditions and its Annexes.

  • Customer represents and warrants:(a) that the Tokens constitute, and will constitute for the duration of the Listing, Unregulated Instruments;(b) that it has any necessary authorization and/or license for the creation and/or issuance of the Tokens or for the Listing, and that the Listing does not and will not result in Cryptosmart violating any provision of law or regulation;(c) that it is aware of the Italian laws and regulations regarding virtual currencies, cryptocurrencies and digital assets, and that in fulfilling its obligations under these General Terms and Conditions and the Annexes it will comply with all applicable laws and regulations in this regard;(d) to have full, exclusive and free title to the Tokens;(e) in the case of a legal entity, that it is not in a state of liquidation, insolvency or crisis, nor is it subject to bankruptcy or other insolvency proceedings under the applicable legal provisions, nor are there, at present, any facts or events that could result in the Customer being subject to insolvency proceedings

    (f) that the acceptance of these General Terms and Conditions and the Annexes, and the execution of all legal acts and transactions contemplated therein: (i) shall not entitle the relevant counterparties to withdraw from, or terminate, any existing contract with the Customer or any creditor or creditors to demand prepayment of any amount due, enforce guarantees issued by or in favor of the Customer or otherwise unilaterally modify the terms of its relationship with the Customer; (ii) shall not violate any judgment, order, decree or injunction of any judicial authority, or arbitration award, laws, regulations applicable to, and/or any contractual obligation incumbent on the Company. There are no third party rights that may prevent or limit the Listing in any way.

  • Customer grants Cryptosmart the use of its trademark, distinctive sign and insignia for the sole purpose of performing the Listing Service.
  • The Company acknowledges that through the Platform, the Listing Service and the Exchange Services, Cryptosmart provides the Company with services of a purely technological and digital nature aimed at making Listing possible, with the exclusion of any liability of Cryptosmart in relation to the implementation, nature and operation and/or use of the Token, or the volatility of the Price or otherwise the regularity of transactions involving Tokens on the Platform (except for hypotheses of malfunctioning of the Platform itself, and without prejudice to the provisions of these General Conditions and the Annexes).
  • Cryptosmart undertakes to:(a) allow Customer the use of the Platform, in accordance with the timeframes and procedures defined by these General Conditions and the Annexes;(b) provide the Listing Service and ensure the regular operation of the Platform to the best of its technological capabilities and know-how, guaranteeing high professionalism and ordinary diligence;(c) ensure that the Exchange Services in relation to the Token are provided according to qualitative and quantitative standards in accordance with market practices.

• Liability.

  • Without prejudice to any other right or authority under the law or these General Terms and Conditions and the Annexes, Customer shall indemnify and hold Cryptosmart harmless against any loss, damage, cost, monetary penalty or expense of any nature suffered by Cryptosmart and arising out of, or in connection with:(a) Customer’s breach of any of its obligations under this Listing Policy, as well as breach, or untruthfulness or incorrectness, of the representations and warranties set forth in Paragraph 5 above.2;(b) malfunction, suspension or interruption of the operation of the Tokens, or to any other matter concerning the functionality of the Tokens;(c) Cryptosmart’s valid exercise of its rights and faculties under these General Terms and Conditions and the Annexes.
  • The Parties agree that in the event of unavailability or erroneous execution of Purchase Orders and/or Sales Orders for the Tokens, Customer will fully cooperate with Cryptosmart and promptly notify Cryptosmart of any issues relating to the Tokens in order to enable Cryptosmart to take any appropriate remedial action.

• Duration.

  • This Listing Policy shall have binding effect between the Parties for the duration of the Listing Service and otherwise until the termination of the Listing, whatever the cause thereof under the General Terms and Conditions and the Annexes.

Last Updated Date: November 30, 2022