This document holds crucial information that pertains to your interactions with us concerning the Exchange and your Account (both terms as defined herein). We strongly advise you to read this document meticulously and retain it for future reference.

Please be aware that specific services offered by us or certain transactions may have different terms and conditions, which will be in addition to the terms outlined in this document.

For a comprehensive understanding of the risks associated with the Exchange, kindly refer to this document. It is imperative that you carefully read and comprehend the risks stated herein. Nonetheless, please note that not all risks or significant aspects related to transactions are covered here. This document does not serve as legal, tax, or financial advice. Therefore, re  frain from interpreting any statements, including these, as such advice.

We do not function as your financial advisor, and you must not consider us in that capacity. Prior to engaging in any transaction, ensure you consult with your independent professional advisors to fully grasp its nature, the contractual relationship involved, all relevant terms and conditions, as well as the extent of potential losses you might face.

It is important to acknowledge that this document and other terms governing your activities might change periodically. Before entering into any new transaction, make sure to review the latest terms and additional information available on our website. For any inquiries about this document or in the event of service difficulties or interruptions, you can contact us using the provided details or visit our website at https://www.maner.io/contact.


Part 1 About this document and our relationship

0. Introduction
Manerio UAB, a company incorporated in the Republic of Lithuania with registration number 305928671, and principal office at Juozo Balčikonio g. 3, LT-08247, Vilnius, Lithuania,  and operating under the name 'Manerio' (referred to as “Manerio,” "we," "our," or "us"), offers these Terms and Conditions (the “Terms and Conditions”).

Prior to accepting these Terms and Conditions, it is essential that you carefully read and comprehend them. These Terms and Conditions are applicable to and made available on the Blackcatcard mobile application, managed by Papaya Ltd  (blackcatcard.com), which includes the section "Crypto Wallet" owned by Manerio. They outline your responsibilities towards us and our responsibilities towards you, including the extent of our liability to you.

1. Definitions
1.1 Defined terms
Unless there is a different intention expressed, the following terms carry the meanings as defined below.
‍
Account - refers to an account established in your name by Manerio UAB for the purpose of utilizing the Exchange and storing the customer's Crypto Assets. This account may be accessible through the Website, App, or other means determined solely by Manerio UAB. It encompasses the Blackcatcard section “Crypto Wallet” or any other virtual asset wallet(s) created by Manerio UAB to facilitate the trading of Virtual Assets or offer specific services under this Agreement.

‍Addendum or Addenda - carry the meaning ascribed to them in the definition of "Agreement" under clause 1.1 of this document.

‍Advanced Order pertains to any Order type made available on the Website and/or App periodically, which differs from a Exchange order.

‍Agreed Communication Method refers to:
(a) the Website,
(b) App, and
(c) Any Confirmations to which you are a party,
(d) Any document or section of the Website and/or App that outlines the fees and costs applicable to the Exchange,
(e) The Exchange FAQs,
(f) The Exchange Rulebook,
(g) Any Addendum governing additional products and services (excluding your use of the Exchange and/or the Account) offered through the Exchange,
(h) Any other rules, notifications, guidelines, terms, agreements, or other documents designated by us to be part of the Agreement.

AML/CTF Requirements refer to any Applicable Law related to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, trafficking of arms, drugs, humans, or wildlife, slavery, proliferation of weapons of mass destruction, or Sanctions.

App pertains to the mobile application software created, owned, and provided by Manerio independently or with partners cooperation, enabling you to access one or more services under this Agreement, along with any updates, upgrades, supplements, releases, and versions of the same. In case of partner cooperation, the app section belongs to Manerio UAB (in example of the Blackcatcard - the section “Crypto Wallet”)

‍Applicable Law encompasses all relevant common law, principles of equity, and laws established by governments, relevant authorities, or judicial bodies. It includes regulations, rules, decrees, court judgments, arbitral awards, office directives, requests, policies, codes, circulars, guidelines, or any other instruments, regardless of whether they hold the force of law. Applicable Law encompasses AML/CTF Requirements and Financial Crime Regulation. The Applicable Law represented the Lithuanian and EU legal documents.

Application refers to:
(a) an application to use the Exchange, and
(b) an application for an Account, both submitted in the form specified by Manerio through an Agreed Communication Method.

‍Authorised Person denotes any individual or legal authorized by you and approved by Manerio to act on your behalf in providing Instructions, operating your Account, or undertaking any other actions related to the Agreement.

‍Available Balance refers to your Total Asset Value after deducting any amounts held for Open Orders and Fees.

‍Available Jurisdiction denotes a jurisdiction listed as eligible, where the Exchange services crypto assets storage are accessible.
‍
‍Base Asset signifies the Virtual Asset that is either traded on the Order Book or the first Virtual Asset mentioned in a Trading Pair.
‍
‍Business Day is defined as a day that is not a Saturday, Sunday, or any other general holiday of Lithuania.
‍
‍Confirmation represents a trade confirmation (or a similar document) related to an Executed Order.

Control of a person includes the power to directly or indirectly: 
(a) determine the management or policies of the person; 
(b) control the membership of the board or other governing body of the person; or 
(c) control the casting of more than one half of the maximum number of votes that  may be cast at a general meeting of the person, regardless of whether the power is in writing or not, enforceable or unenforceable,  expressed or implied, formal or informal or arises by means of trusts, agreements,  arrangements, understandings, practices or otherwise. 

Controller of a person means the person that has the power to Control that person.
‍
‍Costs include costs, fees, charges, disbursements and/or expenses, including those arising  in connection with:
(a) Virtual Asset networks or blockchains underlying a Virtual Asset; and 
(b) engagement of third-party service providers (on a full indemnity basis) including  legal advisers, trustees, or any agent, delegate nominee or custodian appointed  by us.

‍Counter Asset means the Virtual Asset or Fiat Currency in which trading is denominated on  the Order Book and/or the second Virtual Asset or Fiat Currency stated in a Trading Pair.  

‍Manerio means Manerio UAB

‍Deceptive Activity occurs where a person, directly or indirectly, in a transaction  involving any Virtual Asset: 
(a) employs any device, scheme or artifice with intent to defraud or deceive; or 
(b) engages in any act, practice or course of business which is fraudulent or  deceptive, or would operate as a fraud or deception. 

‍Dispute includes any dispute, controversy, difference or claim arising out of or in  connection with the Agreement or the subject matter of the Agreement, including any  question concerning its formation, validity, interpretation, performance, breach and  termination. 

‍Eligible Virtual Asset means a Virtual Asset that: 
(a) has not been associated with a wallet address that is or has been blacklisted or otherwise identified as being  related to a breach or potential breach of the Applicable Law; 
(b) is not otherwise associated with suspicious or illicit activities, including the dark  web or ransomware cases; or 
(c) is otherwise available for trading on the Website and/or App, in each case, as determined by Manerio in its sole discretion, having regard to  Applicable Law, Manerio’s internal policies and any other relevant considerations. 

‍Enabled Device means the mobile device or other device successfully registered by you for the use in connection with Blackcatcard and with availability of the Exchange, the App, and Services under this  Agreement. 

‍Encumbrance means any: 
(a) security for the payment of money or performance of obligations, including a  mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit  arrangement; 
(b) right, interest or arrangement which has the effect of giving another person a  preference, priority or advantage over creditors including any right of set-off; 
(c) right that a person (other than the owner) has to remove something from land  (known as a profit à prendre), easement, public right of way, restrictive or  positive covenant, lease, or licence to use or occupy; or 
(d) third party right or interest or any right arising as a consequence of the  enforcement of a judgment, or any agreement to create any of them or allow them to exist. 

‍Event of Default means any event specified in these Exchange Terms and Conditions  as giving rise to the right of Monerio to terminate the Agreement immediately by  notice. 

‍Exchange means the exchange that is operated by Manerio in accordance with the Agreement.  

‍Exchange FAQs means the applicable “Exchange FAQs” published on the Website by https://www.maner.io/ . 

‍Exchange Market Data comprises any data, information, and/or Exchange Materials provided to you via the App, Website, and/or other products, including application programming interfaces. This encompasses, but is not restricted to, order book details, prices, quantities of orders, and transactions related to Manerio products.

Exchange Materials means the Trading Tools, marketing information, and other  materials available on or via the Exchange. 

‍Terms and Conditions or Terms means this document. 

‍Execution means the matching of two Orders, and “Executed” and “Executed  Orders” are to be interpreted accordingly. 

‍False or Misleading Information Disclosure occurs when a person: 
‍(a) discloses, circulates or disseminates; 
(b) authorizes or is concerned with the disclosure, circulation, or dissemination of,  information that is likely to: 
(i) induce another person to trade Assets; 
(ii) induce the trading of Assets by another person; or 
(iii) maintain, increase, reduce or stabilise the price of Assets, 
where: 
(A) the information is false or misleading as to a material fact, or is  false or misleading through the omission of a material fact; and 
(B) the person knows that, or is reckless or negligent as to whether,  the information is false or misleading as to a material fact, or is false or misleading through the omission of a material fact. 

‍Feedback has the meaning given to it in clause 24.21(b).  

Fees means all fees imposed by us for the use of the Exchange and/or Services. 

‍Fiat Currency means any asset that is: (a) legal tender in a country or territory; and (b) customarily used and accepted as a medium of exchange in its country or  territory of issue; in each case as determined by us. 

‍Financial Crime Regulation means any Applicable Law, internal policy or regulatory  requirement pertaining to money laundering, terrorism financing, bribery, corruption, Tax  evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of  weapons of mass destruction, or evasion of sanctions. A reference to a violation of  Financial Crime Regulation includes any acts or attempts to circumvent or violate any  Applicable Laws relating to Financial Crime Regulation. 

‍Force Majeure Event means any event that is beyond our reasonable control and  prevents us or delays us from performing our obligations under the Agreement,  including:  
(a) acts of God (including earthquake, cyclone, fire, explosion, flood, landslide,  lightning, storm, tempest, epidemics, pandemic, drought or meteor); 
(b) acts of war and terrorism, declared or undeclared (including invasion, act of a  foreign enemy, hostilities between nations, civil insurrection or militarily  usurped power); 
(c) civil disorder (including any act of a public enemy, sabotage, malicious  damage, terrorism or civil unrest); 
(d) embargoes (including confiscation, nationalisation, requisition, expropriation,  prohibition, restraint or damage to property by or under the order of any  government or government authority); 
(e) natural disasters; 
(f) unnatural disasters (including ionising radiation or contamination by  radioactivity from any nuclear waste or from combustion of nuclear fuel); 
(g) labour disputes (including strikes, blockades, lock out or other industrial  disputes); 
(h) failure or interruption in the internet, public and private communications  networks and facilities, communication channels or information systems, or  other infrastructure, systems, operations or of equipment relevant to the  provision or use of the Exchange; 
(i) viruses, malwares, other malicious computer codes or the hacking of any part of the  Exchange or Services; 
(j) delay, failure or interruption in, or unavailability of, third party services and sites; 
(k) acts or omissions of acts of a party for whom we are not responsible;  
(l) data breaches or data-processing failures; or 
(m) adoption of or any change in Applicable Law, or the promulgation of or any  change in the interpretation in Applicable Law by any relevant Government  Agency, or the public statement or action by any Government Agency or its  official or representative thereof acting in an official capacity.

Fork means changes in operating rules of the underlying protocols of a Virtual Asset  that may result in: 
(a) more than one version of that Virtual Asset;  
(b) material changes in the value, function, and/or the name of a Virtual Asset; and/or 
(c) Manerio holding an amount (which may be an identical amount) of Virtual  Assets associated with each forked network, in each case as determined by us in our sole discretion.  

‍Government Agency means any government, semi-governmental, administrative,  fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal,  agency or entity. 

‍Hold means the setting aside of Virtual Assets allocated to an Order. 

‍Infrastructure Participant means trading venues and other financial market  infrastructures that facilitate the clearing, settlement, and recording of transactions  relating to Virtual Assets. 

‍Inside Information means, in relation to an Issuer, specific information that is: 
(a) about: 
(i) the Issuer; 
(ii) a Controller or Senior Manager of the Issuer; or 
(iii) the Virtual Assets of the Issuer; and 
(b) not generally known to the persons who are accustomed or would be likely to  deal in the Virtual Assets of the Issuer but would if generally known to them be  likely to materially affect the value of the Virtual Assets. 

‍Intellectual Property Rights means any and all present and future intellectual  property rights, conferred by statute, at common law or in equity and wherever  existing, including:  
(a) patents, inventions, concepts, discoveries, designs, copyright, moral rights, trade  marks, service marks, trade names, brand names, business names, product  names, domain names or rights in designs, art, images, drawings, know how,  product names, trading styles, get-up, processes, methodologies, trade secrets  and any other rights subsisting in the results of intellectual effort in any field,  whether or not registered or capable of registration; 
(b) any application or right to apply for registration of any of these rights or other  rights of a similar nature arising or capable of arising under statute or at common  law anywhere in the world;  
(c) other intellectual property as defined in appropriate legislation;  
(d) any registration of any of those rights or any registration of any application referred to in paragraph (b); and 
(e) all renewals and extensions of these rights.  

‍Issuer means any person that issues a Virtual Asset. For the avoidance of doubt, a  Virtual Asset is not required to have an Issuer. 

‍Instruction means an instruction from you to Manerio in relation to the Exchange,  your Account or any services under this Agreement. 

‍Jailbroken, as applicable to the device in question: 
(a) means a device that has been freed from the restrictions imposed on it by the  mobile service provider and/or the phone manufacturer without their approval, as  applicable; and/or 
(b) has the meaning set out in the Exchange FAQs. 

‍Loss includes any direct, indirect or consequential loss, damage, expense, demand,  claims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and  amounts paid or payable in settlement, including, without limitation, all interest,  assessments and other charges paid or payable in connection with or in respect of any  of the foregoing and Costs of any kind.

‍"On-Exchange Asset" means any Virtual Asset, which:  
(a) is recorded in any Wallet; 
(b) has been posted as collateral as part of any Exchange-related activities;  
(c) has been lent by, and/or is owed to Manerio as part of any Exchange related activities; and/or  
(d) is otherwise sent to or provided by Manerio for any activity conducted  through an Account.  

‍“Off-Exchange Asset” means any Virtual Asset which is an “On-Exchange Asset”  except that it is not recorded in any Wallet but is instead recorded in a third party wallet  address.  

‍Order means an Instruction to buy or sell a specified quantity of a Base Asset for a  specified price stated in the Counter Asset on the Exchange. 

‍Order Book means an order book for various Virtual Asset and/or Trading Pairs.  

‍Personal Data means any information or opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, relating to an identified or identifiable natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Privacy Notice means the privacy notice published at the website:https://www.maner.io/privacy-policy, which may be amended or varied by us from time to time.

Prohibited Transaction means any transaction that involves Market Misconduct.

‍Prohibited Transaction Disclosure occurs when a person: 
(a) discloses; 
(b) circulates; 
(c) disseminates; 
(d) authorises; or 
(e) is concerned in the disclosure, circulation or dissemination of,  information to the effect that the price of Virtual Assets: 
(i) will be maintained, increased, reduced or stabilised; or 
(ii) is likely to be maintained, increased, reduced or stabilised, because of a Prohibited Transaction relating to those Virtual Assets, if that person, or  an associate of that person: 
(A) has entered into or carried out, directly or indirectly, a  Prohibited Transaction; or 
(B) has received, or expects to receive, directly or indirectly, a  benefit as a result of the disclosure, circulation or  dissemination of the information. 

‍Proscribed Address means: 
(a) any blockchain address that appears in a list of addresses with which dealings  are proscribed by the United Nations or another Government Agency or relevant  authority under Applicable Law, or is part of a group of addresses that appears  in such a list; and 
(b) without limiting the generality of this definition, an address stated on the United  States of America Department of Treasury’s Specially Designated Nationals list. 

‍Proscribed Person means a person who appears to Manerio to: 
(a) be in breach of any AML/CTF Requirements of any jurisdiction; 
(b) appear in a list of persons with whom dealings are proscribed by the United  Nations or another Government Agency or a regulatory authority under  Applicable Law; or 
(c) act on behalf, or for the benefit of, any person described in paragraph (a) or (b). 

‍Sanctions means any economic sanctions laws, regulations, embargoes or restrictive  measures imposed by the United Nations Security Council and/or the United States of America, the United Kingdom of Great Britain and  Northern Ireland, the European Union or its member states, or by any other Available  Jurisdiction.

‍Senior Management of a person means the managing director, the board of directors  and the chief executive officer, as well as all other personnel who are in a position of  authority over that person’s business decisions, or who have significant influence or control over that person, and 

“Senior Manager” is to be interpreted accordingly. 

‍Services means the Service Content and all related features, services, content and  applications, which includes the following services:  
(a) Access to and use of the Exchange where you may place Orders to trade  Virtual Assets in accordance with the Agreement; 
(b) Access to the Exchange Materials; and 
(c) Any other products or services listed in the es (if any) and/or any  Addenda, or shown on the Exchange or our official communication channel from time to time, which Manerio may make available to you on the App and Website from time to  time.  For the avoidance of doubt, Manerio does not conduct or provide any currency  exchange services from one fiat currency to another fiat currency. 

‍Service Content means data, information, materials, advertisements, text, audio,  video, graphics, software and other content on the Website, Exchange and/or  Services.  

‍Taxes means taxes, levies, imposts, charges and duties imposed by any Government  Agency (including stamp and transaction duties) together with any related interest,  penalties, fines and expenses, in connection with your use of the Services under any  Applicable Law.  

‍Total Asset Value means the gross value of all of your Virtual Assets for the relevant  Order Book, expressed in the Counter Asset based on the last trade price. This includes  all Virtual Assets allocated to Open Orders. 

‍Trade Engine means, collectively, Manerio’s systems for settling Executed Orders  by transferring the relevant Virtual Assets between the relevant Accounts. 

‍Trading Hours means the times during which the Exchange and/or Services is available,  as notified via an Agreed Communication Method or otherwise in writing by Manerio. 

‍Trading Pair means the combination of a Base Asset and a Counter Asset that is  offered for trading on the Exchange. 

‍Transaction History means records of all transactions and any details relevant to such  transactions on your Wallet or Website generally.

‍Virtual Asset means any asset that is: 
(a) expressed as a unit; 
(b) capable of being transferred, stored and traded on a peer-to-peer basis, with or  without conditions or limitations; and 
(c) approved by Manerio from time to time for use in connection with the  Exchange. Virtual Assets do not include Fiat Currencies. For the avoidance of doubt,  any Virtual Asset that: 
(i) is transferred on any additional layer on top of a blockchain relating to  another Virtual Asset or any side chain; or 
(ii) is a derivative of another Virtual Asset, has enhanced features or  functionality that supplements or interacts with another Virtual Asset, is to be treated as a distinct Virtual Asset from such other Virtual Asset and its use in  connection with the Services will be subject to approval by Manerio.  

‍Unauthorised Transaction means an instruction that is not authorised by you. For the  avoidance of doubt, an Instruction that is authorised and/or initiated by you as a result of  mistake, duress, fraud, misrepresentation, inducement, etc should not constitute an  Unauthorised Transaction. 

‍Wallet means any virtual asset wallet provided to you by Manrio referred to in these  Exchange Terms and Conditions or the respective Addenda. 

‍Website means the website at maner.io or all related components.

2 Interpretation 
2.1 Rules of interpretation
Unless the contrary intention appears, a reference in the Agreement to: 
(a) any reference to a Virtual Asset includes any part or fraction thereof; 
(b) a reference to anything (including an amount) is a reference to the whole and  each part of it; 
(c) labels used for definitions are for convenience only and do not affect  interpretation;
(d) a document (including these Exchange Terms and Conditions) includes any  variation or replacement of it; 
(e) a reference to a document includes any document that is ancillary to that  document, or any agreement or other legally enforceable arrangement created  by that or under that document; 
(f) a clause, Part, ure or schedule is a reference to a clause in, Part of, or  ure or schedule to, these Exchange Terms and Conditions; 
(g) a statute, ordinance, code or other law includes regulations and other  instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(h) the singular includes the plural and vice versa; 
(i) the word “person” includes an individual, a firm, a body corporate, a  partnership, a joint venture, an unincorporated body or association, or any  Government Agency; 
(j) the word “legal person” means an entity other than a natural person that  can establish a permanent customer relationship with a financial institution  or otherwise own property; 
(k) a particular person includes a reference to the person’s executors,  administrators, successors, substitutes (including persons taking by novation)  and assigns; 
(l) an agreement, representation or warranty in favour of two or more persons is  for the benefit of them jointly and each of them individually; 
(m) an agreement, representation or warranty by two or more persons binds them  jointly and each of them individually; 
(n) a group of persons or things is a reference to any two or more of them jointly  and to each of them individually; 
(o) a period of time dating from a given day or the day of an act or event, is to be  calculated exclusive of that day; 
(p) unless stated otherwise in writing by Manerio, a day is to be interpreted as  the period of time commencing at midnight and ending 24 hours later; 
(q) the words “include”, “including”, “for example” or “such as” when introducing an  example, does not limit the meaning of the words to which the example relates to  that example or examples of a similar kind; 
(r) the word “blockchain” includes any other form of distributed ledger technology; 
(s) a reference to “law” includes common law, principles of equity and legislation  (including regulations, rules, by-laws, ordinances and proclamations) and includes any consolidations, amendments, re-enactments or replacements of  any of them; 
(t) a reference to “regulation” includes legislation and instruments of a legislative  character under legislation (such as regulations, rules, by-laws, ordinances,  directives and proclamations) as well as instruments or orders issued or endorsed by the SFC or government or regulatory authorities and any licensing, registration or approval requirements under any of these; 
(u) a reference to "in writing" means in legible form and capable of reproduction on  paper, and includes electronic communication; 
(v) a reference to “material” includes the ability to affect the outcome of a decision  or application; 
(w) “property” or “asset” includes any present or future, real or personal, tangible or  intangible property, asset or undertaking and any right, interest or benefit under or  arising from it; and 
(x) any thing (including any amount or Service) includes each part and/or feature  of it.

2.2 Next day
‍If an act specified in the Agreement is to be done by a party on or by a given day is  done after 5.30pm on that day, it is taken to be done on the next day. 

‍2.3 Next Business Day 
‍If an event specified in the Agreement must occur on a stipulated day which is not a  Business Day, then the stipulated day will be taken to be the next Business Day.  

2.4 Headings 
‍Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of the Agreement. 

‍2.5 Inconsistency 
‍Subject to the application of any mandatory provisions of any Applicable Law, if there is  any inconsistency between: 
(a) the English version and any other language version of any part of the  Agreement, the English version prevails; 
(b) the Application and any other terms of the Agreement, the other terms prevail; 
(c) these Exchange Terms and Conditions and any specific terms applicable to a  particular service that forms part of the Agreement, or to a particular jurisdiction, the specific terms prevail; 
(d) these Exchange Terms and Conditions and the Exchange FAQs, these  Exchange Terms and Conditions prevail; 
(e) a Confirmation and any other terms of the Agreement, the Confirmation  prevails for the relevant Executed Order;  
(f) the Agreement and any direction, decision, requirement or other rule issued by us  in connection with the Exchange, the latter in time prevails; or 
(g) in each case, to the extent of the inconsistency, and unless otherwise specified by  us in writing. 

‍2.6 Pronoun usage 
‍In these Exchange Terms and Conditions: 
(a) “you” or “your” refers to: 
(i) the person who is the user of the Services;  
(ii) the person agreeing to these Exchange Terms and Conditions; and 
(iii) where the context permits, includes any Authorised Person of that  person; and  
(b) “we” or “us” refers to Manerio. 

3 About this document and our Agreement 
3.1 The Exchange Terms and Conditions 
‍(a) These Exchange Terms and Conditions are issued by Manerio. 
(b) These Exchange Terms and Conditions set out the terms and conditions that  apply to your use of: 
(i) the Exchange; and 
(ii) your Account.
‍
‍3.2 The Agreement 
‍(a) The terms of the Agreement apply to you and to any Authorised Person. 
(b) If you or an Authorised Person do not agree with terms of the Agreement, you  or the Authorised Person shall not use the Exchange or access your Account. 
(c) You are responsible for ensuring that each Authorised Person complies with the  Agreement and for anything an Authorised Person does in connection with the  Agreement. 
(d) You must ensure that each Authorised Person is given a copy of the  Agreement and any Privacy Notice issued by us from time to time. 
(e) The Exchange FAQs may be amended or varied by us from time to time through  an Agreed Communication Method. The updated Exchange FAQs will apply  from when they are published. Please ensure you always check the latest  published version. Manerio may revise other terms of the Agreement in  accordance with clause 15. 

‍3.3 Single agreement
Each Order is submitted by you, and all transactions are entered into, in reliance on the  fact that the Agreement forms a single agreement between you and us and neither you nor  us would otherwise enter into any transactions. 

‍3.4 Our relationship: no fiduciary duties or other roles 
‍(a) You acknowledge that none of: 
(i) the relationship between you and us; 
(ii) the activities contemplated by the Agreement; or 
(iii) any other matter, gives rise to any fiduciary, trustee or equitable duties on our part in your favour,  even where we have better knowledge of the market generally or of any  particular Order. In particular, there are no duties that would oblige us to accept  responsibilities more extensive than those set out in the Agreement or which  prevent or hinder us in carrying out any of the activities contemplated by the  Agreement. For example, we do not provide advice of any kind as a service  under the Agreement and we do not act as your adviser in relation to any  aspect of your use of the Exchange or Virtual Asset transactions generally. 
(b) Without limiting the generality of clause 3.4(a), the Exchange Terms and  Conditions do not create any kind of partnership, joint venture, advisor,  custodian, agency or trustee relationship or any similar relationship between you  and Manerio or any other person or entity.  

‍3.5 Questions 
‍If you have any questions about the Agreement, you should obtain appropriate, independent professional advice.

Part 2 Accounts, Instructions and payments 

4 Accounts 
4.1 Application 
‍(a) If you are a new user and want to use the Exchange and/or Services, you must: 
(i) Register yourself in Blackcatcard app or web and make an Application starting the section Crypto Wallet; and 
(ii) provide such information and documents as we reasonably request. The  information and documents that you provide must be complete, accurate  and up- to-date. Except where prohibited by Applicable Law, all information and documents  provided to us must be in the English language (including such information and/or documenst as may be required by us from time to time for compliance with Applicable Laws) in order to process your Application. If the document you provide is not in the English language, you may be required to provide us with a certified English translation. Except where prohibited by Applicable Law, Manerio should not be responsible for the translation of any non-English documents and should not be obliged to process or review any documents that are not in the English language. By making the application, you allow to the Papaya Ltd share your personal information and documents, necessary to the Account opening.  
(b) In the event the information and document (for the purpose of making an  Application or else in the course of your engagement with the Exchange) you  provided ceases to be complete, accurate or up-to-date, you must provide such  revised or updated information and documentation without delay.  
(c) Different eligibility criteria may apply between applicants. We may refuse, in our  sole discretion, your Application for any reason. Unless required by Applicable  Law, we do not need to give reasons for refusing or accepting an Application. We  are also entitled, in our sole discretion, to change the eligibility criteria for registration or use of the Exchange and/or Services at any time.  
(d) If you are an existing user of any Manerio services and want to use the  Exchange and/or Services, you agree that the relevant entity may share with us  the onboarding documents you provided previously for the Application. 
(e) We may confidentially verify, supplement, or append the information you provide us  with or obtain information on you ourselves or through third parties from secure  databases. By agreeing to these Exchange Terms and Conditions, you acknowledge that we or a third party on our behalf may verify, supplement, or  amend your information for any reason including for the up-to-date maintenance of  our records or to comply with applicable reporting obligations. 
(f) At the time you make an Application or at any time in the future after you have  made the Application, you authorise us to undertake electronic identity verification  checks on you, either directly or using relevant third-party service providers. 
(g) If at any time we believe that your information or document is incomplete, outdated  or inaccurate, we may contact you and request further information or request that  you go through the verification process again. Failure to complete any step of the  registration process or provide up to date information or document may result in  your inability to or adversely affect your use of the Exchange and/or Services. You  undertake to indemnify us and our Affiliates for any and all Losses incurred as a result of your failure to provide complete, accurate and up to date information at  any point prior to and following termination of our Services.  
(h) If we approve your Application: 
(i) the terms on which you may use the Exchange and your Account are set out in the Agreement; 
(ii) we may grant to you a non-exclusive, non-sub-licensable (except as  permitted within these Terms, to Authorised Persons under clause 4.7), non-transferable personal right to use the Exchange and your Account  to trade Virtual Assets; and 
(iii) you may only use the Exchange, an Account, an Agreed Communication Method and Exchange Materials for your own purposes. 

4.2 Establishing an Account 
‍(a) We may open an Account in your name following receipt of an Application in  accordance with paragraph 4.1(a). 
(b) We have the sole discretion as to the opening, operation and closure of an Account  or any Wallet that forms part of your Account. Without limiting the terms of the  Agreement, we may, at any time, without liability: 
(i) vary, suspend or close an Account or Wallet; 
(ii) specify or vary the scope and extent of an Account or Wallet  and the Exchange; 
(iii) prescribe the specific Exchange (including any specific Virtual Assets) supported in respect of an Account; 
(iv) set or vary any limit regarding an Account or Wallet; or 
(v) restrict or impose conditions or limits on an Account or Wallet. 
(c) Subject to our discretion and operational requirements, you may hold more than one Account. 
(d) All Accounts are established and maintained by us for the sole purpose of  providing the Exchange and Services and recording relevant Virtual Asset movements. In no circumstances should an Account be interpreted as a banking or  custody service, or a stored value facility, of any kind. 
(e) We may open and provide one or more sub-accounts in your name following an  application from you in accordance with, and subject to, the terms described in  I to these Exchange Terms and Conditions.
(f) By establishing an Account and/or using the Exchange or Services, you are  entering into a binding contract with us and should be deemed to have expressly  read, understood, and agreed to be bound by the Agreement. 

‍4.3 Account requirements 
‍In addition to any other requirements that we may impose in respect of your Account  from time to time, you must, promptly: 
(a) supply such information, documentation and authorisation as requested by us in  order for us to carry out all necessary “know your customer” checks and  AML/CTF Requirements and comply with all Applicable Law; and 
(b) notify us in writing of any change in any information, documentation or  authorisation provided to us, and submit appropriate supporting information  and/or documents relating to such change. We reserve the right in our absolute discretion to refuse any Application, or the  designation of any person to operate the Account, and we may not give you any reasons  for that refusal. 

‍4.4 Account details and access 
‍(a) You access the data of our wallet and initiate transactions and Orders under the mobile app Blackcatcard and/or under the web application Blackcatcard available at blackcatcard.com using the credentials issued to you by Papaya Ltd for access of the Blackcatcard. 
(b) You are responsible for keeping your log-in details or access method  confidential so that your Account cannot be accessed or used without your  permission. 
(c) You must comply with any specifications that we make in relation to your use of  the Exchange and an Agreed Communication Method. This includes any  authentication and other security procedures. 

‍4.5 Account operations 
‍(a) Without limiting our other rights or obligations under the Agreement, and subject  to Applicable Law: 
(i) you may transfer Virtual Assets to us in connection  with the Exchange or storage need, in accordance with the instructions provided through an Agreed Communication Method; 
(ii) we will record, in your Account, any amounts of Virtual Assets received by us from you in connection with the Exchange; 
(iii) we may deduct from your Account and pay, whether to us, to Papaya Ltd or otherwise:
                 (A) any Fees and Costs; and
                 (B) any payments required in respect of an Order; and 
(iv) you may transfer Virtual Assets within any wallets associated with your Account. 
(b) Only Eligible Virtual Assets are permitted for use in connection with your  Account and Exchange. We retain sole discretion to determine when and if a  Virtual Asset is an Eligible Virtual Asset, and you acknowledge and understand  that such determination may take significant time, and that we are under no  obligation to provide you with any reasons in respect of any determination. If you  transfer any Virtual Assets that are not Eligible Virtual Assets, such Virtual  Assets may be permanently lost.
(c) You must not transfer:
             (i) Virtual Assets to us or receive Virtual Assets to your Account unless: 
                          (A) you are the lawful, legal and beneficial owner of such Virtual Assets;
                           (B) you have the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets; and
                           (C) the Virtual Assets are free of any Encumbrance; and
                           (D) you are aware and know the identification data of your sender (at least Name Surname (for the sender private individual) or Name of the company (for the sender legal entity); and 
             (ii) anything to us other than Virtual Assets or Fiat Currency. 
(d) We may make payments by deducting from your Account without any express  instructions from you, and you authorise us to make such payments in accordance with clauses 5 and 7. 
(e) You may request us to transfer Virtual Assets recorded in your Wallet to an  external digital address that is compatible with the relevant Virtual Asset, in accordance with the instructions provided through an  Agreed Communication Method, and subject always to
(i) our discretion to  accept or reject Instructions; and
(ii) our assessment that the external digital  address is not a Proscribed Address. 
(f) It is your responsibility to ensure that you provide us with the correct digital  address details. For example, if you provide us with incorrect digital address  details, or if you are unable to access the digital address provided, your Virtual  Assets may be permanently lost and we take no responsibility or liability whatsoever for such losses incurred by you. 
(g) Notwithstanding any provision of these Exchange Terms and Conditions or your  successful completion of the Application in accordance with clause 4.1, certain  types of users are specifically prohibited from using certain features within the  Exchange and/or Services.  
‍
‍4.6 Completion of Virtual Asset transfers 
‍(a) A transfer of Virtual Assets from an Account is not complete until confirmed as complete by Manerio. 
(b) A transfer of Virtual Assets that is pending will be designated as a pending  transaction in the Account. The balance of the Account will also show a debit of  the Virtual Assets having been made. 
‍
‍4.7 Account operating authority – Authorised Persons 
‍(a) Before appointing an Authorised Person, you must demonstrate that you  are a legal person, and give us account operating authority details (proxy, power of attorney or any other document) for that  Authorised Person. 
(b) We will act on, and in accordance with, the account operating authority until  you vary (by removing or adding Authorised Persons) or cancel it. 
(c) If you want to vary the account operating authority by changing either the  Authorised Persons or the method of operation, or cancel the authority, you  must give instructions in writing to us. On receipt of the instructions, we will vary  or cancel the authority. The variation or cancellation becomes effective within a  reasonable time after we accept your instructions and we will notify you once  the variation or cancellation is effective and its effective date. If there is more  than one account holder:
(i) all of you must authorise adding an additional person as an Authorised Person; and   
(ii) any of you may cancel an additional person’s authority to be an Authorised Person. 
(d) We are entitled to rely on any instructions and/or (other) instructions given or  purported to be given by an Authorised Pers on in accordance with theauthority.

5 Status and custody of Virtual Assets  
5.1 Grant to Manerio 
‍Subject to clause 5.4, in consideration for your use of the Exchange and its related  services and other valuable consideration, you grant Manerio and/or its Affiliates (as  applicable) the rights to all On-Exchange Assets (subject to limited rights) described in  clause 5.2.  
‍5.2 Your acknowledgments 
‍Without limiting the generality of clause 5.1, you acknowledge and agree that some of  the key implications of the grant under clause 5.1 are that:
(a) Manerio may, without further notice to you:
(i) hold such On-Exchange Assets in such wallets and/or with such other  facilities as Manerio considers appropriate; 
(ii) retain any benefits flowing from Manerio actions  in relation to the On-Exchange Assets; 
(b) your rights in relation to any On-Exchange Assets are limited to a contractual  obligation for Manerio to provide an equivalent amount and type of On Exchange Assets:  
(i) for your use in connection with the Exchange; or 
(ii) to send to you as part of a withdrawal,in each case, subject to these Exchange Terms and Conditions; 
(c) you will not be able to exercise certain rights of ownership that you might  otherwise have before sending the On-Exchange Assets to us; 
(d) you have no claim or entitlement to any benefit that Manerio may receive from time to time in relation to the On-Exchange Assets, except  where specified otherwise; 
(e) references to “your Account”, “your Virtual Assets” or similar in the Agreement or  any communication from us should not be taken to imply any different status of the  On-Exchange Assets; and 
(f) Manerio’s ability to meet its contractual obligations in clause 5.2(b) and these  Exchange Terms and Conditions (on time or at all) may be impacted by any losses  or delays sustained in connection with its holding or use of On-Exchange Assets,  amongst other factors. This may result in losses or delays to you. In the worst  case, a total loss of On-Exchange Assets may occur.  

‍5.3 Disclaimer 
‍Neither clause 5.1 nor 5.2 should be taken to imply: (a) any back-to-back lending or other arrangement, nor any collective investment, on  the part of Manerio or any third party on your behalf; or (b) the assumption of any liability by Manerio, Manerio for any actions taken by you as part of the services relating to the  Exchange. 

‍5.4 Custodial arrangements for jurisdictions and clients for which certain special  safekeeping rules apply 
‍(a) Each of clauses 5.1 and 5.2 are subject to Applicable Law. In particular, where  any On-Exchange Assets are required to be held in any other capacity (for  example, beneficially for you), we will:  
(i) follow any mandatory requirements to the extent of any inconsistency with  the other provisions of this clause 5; and 
(ii) seek to notify you of the difference in treatment, although a failure to do  so should not be taken as a breach of the Agreement. 
(b) Where clause 5.4(a) applies and we are required to hold assets on your  behalf, then:  
(i) such assets may be held by us or by any other institution which provides services for the custody of Virtual Assets. 
(ii) we may otherwise deal with your Virtual Assets if: 
(A) such action is for the Execution of an Order; 
(B) such action is for the settlement of any amount owing under a service provided under this Agreement, or any fees and Costs owed by you to us in respect of the Exchange; or 
(C) otherwise in accordance with your Instructions, subject to Applicable Law; and  
(iii) if we receive any interest, distributions or other benefits arising from  your Virtual Assets held by us or any other institution for you, we may: 
(A) credit the relevant amount to your Account; or 
(B) pay or transfer the relevant amount to you, in a manner as agreed  by us, in each case subject to Applicable Law, our internal policy and clause 21 and  any other term of the Agreement. 

‍5.5 General acknowledgements 
‍You understand and accept that: 
(a) any Virtual Assets we hold (whether beneficially or on your behalf) do not enjoy  the same protections as are available in respect of traditional deposits and  financial products; and  
(b) under no circumstances are we under any duty to return to you any Virtual Assets  originally delivered to, or otherwise held by, us, but where we have a duty to do  so, we will send assets of an identical type, and in the same nominal amount, of  the Virtual Assets we owe to you, subject to our other rights under the Agreement  and Applicable Law. 

6 Instructions 
6.1 Instructions generally You: 
(a) authorise us to accept Instructions from you or any Authorised Person  (appointed under clause 4.7). You confirm that each Authorised Person has  the power to give Instructions on your behalf. You will, and will procure that  each of your Authorised Persons will, comply with any requirements we  reasonably impose in relation to the Instructions and any Applicable Law; 
(b) agree that we may assume the authenticity of any Instructions given or  purportedly given by you or any Authorised Person, or that any person claiming to be your authorised representative is in fact that person. We are  not obliged to enquire into any of these matters; 
(c) agree we may assume the authenticity of any Instructions given or  purportedly given by you or any Authorised Person from your Enabled Device,  are in fact your Instructions. We are not obliged to enquire into any of these  matters; 
(d) authorise us to act upon any Instruction that we believe to be authentic and  valid. We may conclusively rely on the Instructions if we believe that the Instructions were given by you or your Authorised Person and are duly authorised, accurate and complete, even though this is incorrect and even if  you send us further communications that differ in any respect from such Instructions; and 
(e) are responsible for ensuring the accuracy and completeness of the Instructions.  You acknowledge and agree that once given, an Instruction cannot be revoked  and if acted on by us, the Instruction will be binding on you. 

‍6.2 Electronic Instructions and records 
‍(a) To the extent applicable, you acknowledge that all Instructions given (and our  records of those Instructions) in electronic form are equivalent of original documents in writing.  
(b) You should accept full responsibility for the security and authenticity of all  Instructions sent via the Exchange and/or Services and via App or web applications and you should be bound by  all such Instructions. We should be entitled to assume that all Instructions  received via the Exchange and/or Services are yours. We are under no obligation whatsoever to verify that such Instructions are in fact yours. 
(c) You are aware that Instructions and information transmitted via the Exchange  and/or Services are generally transmitted via the Internet and may be routed via  public, transnational installations which are not specifically protected. We  cannot guarantee that the Instructions and information so transmitted will in fact  be completely protected against such unauthorised access, and you accept  these associated risks. 
(d) Any Instructions sent by you to us should only be deemed to be received by us  when we have successfully retrieved such Instructions from the relevant system  and duly informed you of such receipt. In addition, any Instructions sent by you  to any third parties (for example, network merchants) should only be deemed to  have been received by such third parties in accordance with their terms and  conditions. 
(e) You agree without prejudice to any provision of the Agreement that, to the  extent there are any terms in your local jurisdiction governing the time and  place of dispatch and receipt of electronic communication, to the maximum  extent permitted under Applicable Law, such terms should not apply to your use of the Exchange and/or Services and that you should be liable for any damage  that may be caused through the use of the Internet, including through loss,  delay, misunderstandings, corrupted texts, unauthorised interceptions by third  parties or duplicates. 
(f) You acknowledge and agree that in the event of any dispute arising in  connection with your use of the Exchange and/or Services, our records (including electronic, computer and microfilm stored records) of all matters  relating to your use of the Exchange and/or Services (including Transaction  History) at any specified date should be conclusive of their accuracy and  authenticity and should be binding on you for all purposes whatsoever. In  addition, you agree not to challenge the validity, admissibility or enforceability of  such records on the basis that they are in electronic form, without further  requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.  

‍6.3 Giving and receiving Instructions 
‍(a) You may provide Instructions through the Agreed Communication  Methods that apply to the Exchange. 
(b) Subject to our discretion to reject any Instruction, all Instructions are only valid  and effective if received by us within the Trading Hours on a Business Day.  However, we do not guarantee that any of the Instructions will be processed  even though they may have been received. 
(c) Instructions from you are irrevocable and you are not entitled to reverse or  otherwise disclaim such Instructions. We are under no obligation to act on an  Instruction to cancel or amend a previous Instruction from you or your Authorised Person. We may also be unable to cancel or amend an unexecuted  or partly executed Instruction for any reason.  
(d) We use our reasonable endeavours to execute the Instructions, but we do not  guarantee that the Instructions will be wholly or partially executed or will be  executed by a certain time. Partially exercised Instructions may not be cancelled or reversed on the basis that the Instructions have not been wholly  exercised. We are not responsible for any delays due to a Force Majeure  Event, a Network Event, market factors, our own verification or authorisation  processes or any other reason whatsoever, nor for executing an Order before  processing any cancellation or amendment that you may send to us. 

‍6.4 Acknowledgement of Instructions 
‍(a) We agree to acknowledge your Instructions in relation to the entry into an  Order, through the Agreed Communication Method. 
(b) If we do not acknowledge your Instructions under clause 6.4(a), that  Instruction is deemed to not to have been received by us. 

‍6.5 When we may refuse, cancel or reverse Instructions 
‍(a) We reserve the right at all times to refuse, cancel or reverse your  Instructions, without giving any reason or explanation or prior notice. For example, we may, in addition to any other rights we may have: 
(i) decline to accept your Instructions where: 
(A) we believe that: 
(aa) the Instruction could result in a breach of any Applicable Law; 
(ab) a pre-condition under clause 12.4 has not be satisfied;
(ac) the pre-pay requirement under clause 11.1 has not been met, where applicable; 
(ad) the Instruction is unclear, ambiguous or incomplete; or 
(ae) the Instruction would constitute a Prohibited Transaction; 
(B) you or a counterparty are prevented from completing an Order,  or it becomes impossible or impracticable for you or a counterparty to complete an Order, due to a Force Majeure Event; 
(C) you disaffirm, disclaim, repudiate or reject, in whole or in part,  the Agreement, any Confirmation or any Order (or such action  is taken by an Authorised Person on your behalf); 
(D) in our opinion, you are in material breach of any provision of the Agreement; 
(E) an Event of Default has occurred; or 
(F) you fail to provide any information requested by us in respect  of an Order, or where required to do so in compliance with the Agreement, any Applicable Law or the requirement of any contract; 
(ii) where you, an Authorised Person, or a person we believe is  connected with you, appears to be a Proscribed Person: 
(A) refuse to process or complete any Instruction, suspend the  provision of a service to you; 
(B) refuse to allow or to facilitate any Order for you or to any other  Proscribed Person or other person; or 
(C) terminate the Agreement; or 
(iii) decline to act where there are insufficient Eligible Virtual Assets in the  Account to carry out the Instruction, or where the Instruction does not  comply with any limit that applies in respect of your use of the  Exchange. 
(b) Without limiting clause 6.5(a) or any other rights we may have under the  Agreement, we may: (i) decline to act on your behalf or accept your Instructions where: 
(A) the original Instruction has expired and is not reconfirmed at that  time; 
(B) the basis for any quotation for the relevant Virtual Asset has  changed and the Instruction has not been reconfirmed; 
(C) the Virtual Assets are the subject of a trading halt and the order  has not been reconfirmed; or 
(D) the Virtual Asset are no longer available for the purposes of the  Exchange; or 
(ii) cancel or reverse any Instruction without contacting you where any Supervision entity has recommended or required a cancellation or  reversal.
(c) If we exercise our rights under this clause 6.5 you must pay us on demand  any Loss that we incur in relation to any action taken under that clause or  any Applicable Law. 

‍6.6 Risks of giving Instructions 
‍You acknowledge and accept the risks of giving Instructions by the Agreed  Communication Method, including the risk of any Instructions being unauthorised  or given by an unauthorised person, the risk that we may process Instructions twice  if you send the same Instructions to us in different forms and the risk that any  information sent by electronic means cannot be guaranteed to be secure or free  from virus or delay. 

7 Payments, deliveries and other obligations 
7.1 Payment and deliveries 
‍(a) We may, acting in good faith and in a commercially reasonable manner, refuse  to accept or make (or accept or make on such terms as it may determine) any  transfer of a Virtual Asset from or to you and we will provide notice of any such  refusal as soon as reasonably practicable. In particular, we may refuse to  facilitate any transfer of Virtual Assets, whether through the Trade Engine or  otherwise, that are not Eligible Virtual Assets from you, and you cannot use  any such Virtual Assets to settle an Order. 
(b) You acknowledge and agree that if at any time there are (having regard to  other payments debited or due to be debited) insufficient Eligible Virtual Assets  recorded in a relevant Account or any amount owed to us, we may, in our  absolute discretion and without any obligation to do so: 
(i) decline to execute your Instructions; and 
(ii) force-sell any Eligible Virtual Assets held by us on your behalf,  in each case without further instruction or sanction from you. 

‍7.2 Withholding 
‍(a) It is your sole responsibility to determine whether, and to what extent, any  Taxes apply to any transactions associated with your receipt or transfer of  Virtual Assets and/or to the Orders you conduct and to withhold, collect, report  and remit the correct amounts of Taxes to the appropriate tax authorities. Your  Transaction History is available through the Website. We are not obligated to,  nor will we determine whether, and to what extent, Taxes apply, or calculate,  collect, report, or remit any Taxes to any tax authority arising from any transaction. 
(b) If any Applicable Law requires you to deduct any Tax from a payment to us,  you must increase the amount payable so that, after making the deduction, we  receive the amount we would have received if no deduction had been required.  You agree to deduct the amount for the Tax, pay that amount to the relevant  Government Agency in accordance with Applicable Law and give us the original receipts. 
(c) We may be required to withhold payments to you, and pass such amounts to  a Government Agency. If at any time any relevant Government Agency requires us to make a deduction or withholding on any payment due to you,  you agree to immediately reimburse us for the amount of any such deduction  or withholding or we may recover such amount in accordance with clause  7.1(b)(ii). You will indemnify us against any Loss we suffer or incur as a result  of such deduction or withholding. 

‍7.3 Value added tax 
‍(a) All payments to be made by you in connection with the Agreement are calculated without regard to any goods and services tax, consumption tax,  value added tax or any Tax of a similar nature. 
(b) If any of these types of Taxes are payable in connection with the payment,  you must pay us an additional amount equal to the payment multiplied by the  appropriate rate of Tax. You must do so at the same time as making the  payment by yourself. Manerio is not representing you  as an agent or any other way before the tax department of Lithuania or your country taxation.

‍7.4 Independent payment obligations 
‍Your obligation to pay any amount under the Agreement is separate from each of your  other obligations to pay. 

‍7.5 Rights of netting, set-off and lien 
‍There are no any netting, set-off and lien options within the Exchange. 

‍7.6 Payment in other asset 
‍You waive any right you may have in any jurisdiction to pay any amount other than in  the Eligible Virtual Asset in which it is due. If we receive an amount in a Virtual Asset  other than that in which it is due: 
(a) we may return the payment and require you to make the payment in the  appropriate and due Eligible Virtual Asset. We may charge you for the Costs  incurred in returning the payment to you; or 
(b) we may convert the amount into the due Eligible Virtual Asset on the date and  at rates we reasonably consider appropriate. We may deduct Costs incurred in  the conversion. In such circumstances, you must satisfy your obligations to pay  in the due Eligible Virtual Asset only to the extent of the amount of the due  Eligible Virtual Asset or other asset obtained from the conversion after deducting the Costs of the conversion.

‍7.7 Virtual Asset restrictions 
‍(a) You must comply with any exchange controls and Applicable Law in  connection with the Agreement. 
(b) If a jurisdiction restricts the availability or transfer of any Virtual Asset, or we  are otherwise unable to pay in a particular Virtual Asset, we need not make any  payment to you in that Virtual Asset. We may make the payment in any Virtual  Asset we reasonably consider appropriate, using a rate that we reasonably  consider appropriate. 

‍7.8 Conversion on judgment debt 
‍If a judgment, order or proof of debt for or the recovery of an amount in connection  with the Agreement is expressed in a Virtual Asset other than that in which the amount  is due under the Agreement, then you agree to indemnify us on demand against: 
(a) any difference arising from converting the Virtual Asset, if the rate of  exchange we would otherwise use under the Agreement when we receive  a payment in the Virtual Asset is less favourable to us than the rate of  exchange used for the purpose of the judgment, order or acceptance of  proof of debt; and 
(b) the Costs of conversion. 

‍7.9 Third party payments 
‍We are not obliged to make any payments and or deliveries to a third party , except as  expressly contemplated by the Agreement, like to Papaya Ltd, or otherwise agreed by us in writing. Any  third-party payments may also be subject to conditions. 

‍7.10 General conditions precedent to payments by us 
‍Each of our obligations to make a payment or delivery, or to perform an obligation  referred to in this clause 7.10, is subject to the conditions precedent that: 
(a) we are satisfied that you have fulfilled your corresponding obligations (if any)  in accordance with all applicable terms; 
(b) no Event of Default has occurred and is continuing; and 
(c) such actions will not cause us to be in breach of any Applicable Law or our  internal policies. 

‍7.11 Return of Virtual Assets 
‍(a) We may, at our discretion, upon the passage of an applicable time period  determined by us or as otherwise required by Applicable Law or our internal  policy, return any Virtual Assets recorded in your Account to a designated  external address that is compatible with the relevant Virtual Asset and that is  under your control, as last notified to us in writing. 
(b) If we receive Virtual Assets which are determined not to be Eligible Virtual  Assets, upon our request, you must provide us with an external address  under your control. Subject to Applicable Law and our internal policy, we will  return the Virtual Assets received to such address. 
(c) To the extent permissible under Applicable Law, we reserve the right to  deduct a Fee, Costs or other administrative charge in respect of the return of  any Virtual Assets.

8 Calculations 
8.1 Calculation agent 
‍(a) We are the calculation agent for each Executed Order. All calculations are carried out in our sole discretion, unless otherwise specified in the relevant Confirmation. 
(b) The calculation agent is, subject to the relevant Confirmation, responsible for: 
(i) calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation; 
(ii) giving notice of such fees, rates, amounts, periods and dates; 
(iii) determining the value of any Virtual Asset expressed in respect of  another Virtual Asset or as expressed in respect of a Fiat Currency; 
(iv) effecting or calculating any Virtual Asset conversion necessary or  desirable for the purposes of any Executed Order; and 
(v) calculating any netting or set-off in accordance with clause 9. 
(c) The calculations and determinations of the calculation agent are final and  binding on you in the absence of manifest error. They will be applied using  such methodology as we determine in good faith and in our discretion. 

‍8.2 Adjustments 
‍(a) If, in our opinion, any event or circumstance, including any Network Event or  Force Majeure Event, occurs that adversely affects our ability in determining  the amount payable to or by you in respect of any Order and such circumstances continue for a period of not less than five Business Days, we  may make such adjustments to the method used or to be used to determine the  amount payable to or by you in respect of any Executed Order in accordance  with our customary practices or market practice of which we aware (if any). 
(b) Adjustments made in accordance with clause 8.2(a) are binding and  conclusive against you. 

‍9 Netting and set-off 
9.1 Netting 
‍Netting is not applicable for any operation of the Manerio. Each operation will be accounted separately.

‍9.2 Set-off and payment notice 
‍Manerio will issue a payment notice (via the  Agreed  Communication Method)  to you for any Fees or amount that you owe  (calculated by Manerio as calculation agent), including any amount owed to us as a  result of us exercising our rights under these Exchange Terms and Conditions. If such  amount is not repaid within seven Business days from the date of notification, you  confirm and authorise Manerio to recover such amount from your other accounts  with Manerio by debiting any assets in those accounts or otherwise setting off  against amounts owed to you.  

‍9.3 Our other rights 
‍(a) Without limiting clauses 9.1 and 9.2, we may at any time and without notice to  you:  
(i) set off any amount we owe you against any amount that you owe us; or 
(ii) recover any amount you owe us, in either case, whether or not the obligation is matured or contingent and  irrespective of the currency, asset or place of payment. Any amounts that are so  set off will be discharged promptly and in all respects. 
(b) Our right to net and/or set-off under this clause 9 is in addition to any other right  of set-off, offset, combination of accounts, lien, right of retention or withholding  or similar right or requirement to which us is at any time otherwise entitled or  subject whether under the Agreement or by operation of Applicable Law.

‍Part 3 Exchange 

10 Trading on the Exchange 
10.1 Description 
‍The Exchange enables you to acquire or dispose of Virtual Assets through the  Exchange by using your Account, in accordance with the Agreement. Your Account  will list which Order Books are available to you.  

‍10.2 Availability of the Exchange 
‍(a) The Exchange is available 24X7. 
(b) The Exchange may not be available at certain times. In particular, there may be  some downtime (as advised through an Agreed Communication Method) when  use of the Exchange will be restricted or not possible. 
(c) We may periodically shut down the Exchange or access to the Exchange via  the Website or App, and interrupt any automatic functions for the following  reasons: 
(i) planned system and software maintenance; 
(ii) unscheduled emergency maintenance; 
(iii) seasonal holidays; and 
(iv) any other event that Manerio consider requires suspension of the  Exchange. 
(d) We reserve the right, and without liability to you, to update, change, remove,  cancel, suspend, disable or restrict access to or discontinue the Exchange,  or change any features, component or content thereof in accordance to to our internal rules.  

‍10.3 Submitting an Order 
‍(a) An Order can only be submitted to the Exchange by you, using an Agreed  Communication Method and the procedure provided through that Agreed  Communication Method for that Order. 
(b) An Order must be a: 
(i) Order; 
(c) An Order must comply with any applicable minimum and maximum Order  values and any other requirements specified via the Agreed Communication Method. 
(d) When submitting an Order, you must comply with any trading and position  limits imposed on you by us in accordance with the Agreement. 
(e) You must have an Available Balance of the relevant Eligible Virtual Assets in  your Account to submit an Order. This Available Balance must be sufficient to  cover: 
(i) the total value of the Order; and 
(ii) any applicable Fees.
(f) When you place an Order, the quantity of the relevant Eligible Virtual Asset will  be placed on Hold in your Account until that Order is Executed or cancelled. 
(h) The limits for the time period, amount of sum of Orders may apply in accordance to internal rules of the Manerio.

‍10.4 Orders 
‍(a) Once submitted to the Exchange in accordance with clause 10.3, an  Order:  
(i) will be displayed on the Exchange; and 
(ii) remains open and binding on the person that submitted it until it is  Executed or cancelled. 
(b) You may cancel an Order that you have submitted at any time before the Order  is Executed. 

‍10.5 Price deviation warning 
‍We will endeavour to display a warning to you who attempts to submit an Order that  may completely or partially Execute at a price that is more than 5% away from the price  specified in the most recently rate for that Trading Pair. However, it is  ultimately up to you to decide whether or not to submit the Order in any event. 

‍10.6 Order minimums and maximums 
‍The minimum and maximum Order values for the Exchange will be published by us on  the App and/or Website, which may be adjusted from time to time.

‍11 Orders 
11.1 Orders must be pre-paid 
‍(a) Before you place an Order, you must have a sufficient amount and appropriate  type of Eligible Virtual Assets recorded in your Account to meet your obligations in respect of the proposed Virtual Asset transaction, inclusive of  any applicable Fees, Costs and Tax. Notwithstanding the amount displayed as  being recorded to an Account, only Eligible Virtual Assets and corresponding  Fiat Currency will be taken into account when assessing whether the sufficiency and appropriateness requirements under this clause 11.1(a) are  satisfied.  
(b) If any Virtual Assets in your Account are determined not to be Eligible Virtual  Assets, you must substitute the assets in your Account with Eligible Virtual  Assets before you can submit an Order, or discharge your obligations in respect  of an Executed Order. 

‍11.2 Your responsibilities Without limiting any other provision of the Agreement: (a) the submission of an Order and the performance of any Executed Order and  any agreement arising under or in connection with that Executed Order, is your  sole responsibility; and (b) you are responsible for complying with all notification requirements and other  reporting obligations relating to Executed Orders under Applicable Law. 

‍11.3 Limits and controls on Orders 
‍(a) We may impose trading and position limits, and position management controls  on you, including limits and controls to mitigate and manage our own liquidity,  operational and other risks, at any time, without prior notice and without giving  reasons. As a result, you understand and acknowledge that you may be   prevented from submitting an Order or undertaking other steps at certain times  if such actions would cause you to exceed an applicable limit, and that we may  apply an applicable filter to reject an Instruction submitted by you. 
(b) We may monitor your positions against the limits or controls imposed by us  under clause 11.3(a). Any such limits imposed by us are solely for our protection and we will have no responsibility for monitoring or ensuring your  compliance with any limits imposed on your trading activities by you or by  Applicable Law. 
(c) You agree to comply with any limits or controls imposed by us under clause  11.3(a) and not take any actions that will cause you to violate any limits imposed by us on your activities. 
(d) To ensure compliance with Applicable Law or any limits set by us under clause  11.3(a), we may decline to act on Instructions and/or execute an Order. We  may also suspend your use of the Trading Tools, require you to take certain  steps, or take any other action that we consider appropriate in the circumstances. 
(e) You indemnify us against any Loss as a result of your breach of any limits or  controls imposed by us under this clause 11.3(a) provided that such limits or  controls are notified to you at the time that they are imposed.
(f) Despite any provision in the Agreement to the contrary, we are not  required to: 
(i) make available to you any product or service, including the Exchange, an Account and the Trading Tools; or 
(ii) facilitate any Order, if such actions may cause us to breach any Applicable Law, including any AML/CTF Requirement. 

‍11.4 Online and offline storage or private keys Manerio
may store any Virtual Asset private keys in our control in a combination of  online and offline storage. As a result, it may be necessary for Manerio to retrieve this  information from offline storage to execute an Order in accordance with your Instructions,  which may delay the initiation or crediting of such Order for 48 hours or more. As a user of  the Exchange and/or Services, you accept the risk that an Order may be delayed and you  agree not to hold Manerio responsible for any Loss arising out of or related to such  delay.  

‍11.5 Discretion of Manerio 
‍Without limiting clause 11.3, we reserve the right, and without liability to you, to Fill, decline  to Fill, suspend, cancel, reverse, void or partially execute your Orders on the Exchange at  our discretion. 

Part 4 Other key provisions 

12 Use of the Exchange and the Account 
12.1 “As is” and “as available” basis 
‍(a) You acknowledge that the Exchange, your Account, the Website and the App  have not been developed for your individual needs. 
(b) You acknowledge that you use the Exchange, your Account and the Services  (including the Website and the App) on an “as is” and “as available” basis at  your own risk, without any representation or warranty, whether express,  implied or statutory. 
(c) We are not responsible for any consequence or Loss arising from your choice  to use the Exchange or your Account, including via the Website or the App. 

‍12.2 Compliance 
‍You agree that before using the Exchange, Services or your Account while you are  outside your country of residency, you will ensure that you would not be breaking any  laws, rules or regulations in that other country by doing so. 

‍12.3 Maintaining standards in operating the Account 
‍(a) When operating your Account, you must: 
(i) ensure that your systems and any relevant device, including any  Enabled Device, are maintained in good order and are suitable for use  with your Account; 
(ii) maintain adequate security measures over your systems and  devices, including any Enabled Device, so as not to permit anyone other than you or your Authorised Persons from operating your Account; 
(iii) run any such tests and provide any information to us as we may  reasonably request to establish that your systems and devices satisfy the requirements to operate your Account; 
(iv) carry out virus, rootkit, keylogger and other malware checks of your  systems and devices on a regular basis (including any specific virus  or malware detection programs as required by us from time to time); 
(v) inform us immediately of any unauthorised access to your Account  or any unauthorised transaction or Instruction; and, if within your control, cause such unauthorised access to cease; 
(vi) not at any time leave unattended any system, telephone, computer,  terminal or device from which you are able to operate your Account; 
(vii) not send, distribute or upload, in any way, data or materials that  contain malfunctions, malware, viruses or other such deficiency or harmful components that may impair or damage the operation of  Exchange, App, Account and/or Website; 
(viii) not post, promote or transmit through the Website or App any unlawful, harassing, libellous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; 
(ix) if you become aware of any material defect, malfunction, malware,  virus or other such deficiency in your Account or that there has been  unauthorised access to your Account, notify us immediately of such deficiency, and cease to use the Account until you have been notified that such deficiency has been rectified; and 
(x) obtain and install all applicable hardware, software, updates, patches  that are necessary for your use of the Website or the App. 
(b) In addition to any other rights under the Agreement, we may suspend,  terminate and/or replace an Account at any time and without notice to you  if we believe this is necessary or desirable to enable us to comply with  Applicable Law. 

‍12.4 Pre-conditions for use of the Exchange 
‍(a) We may determine whether, and the terms upon which the Exchange is made  available to you under the Agreement from time to time, at our sole discretion. 
(b) Without limiting clause 12.4(a), we may refuse to make the Exchange  available to you if, in our opinion: 
(i) an Event of Default has occurred and is continuing; 
(ii) you have provided any incorrect, incomplete or misleading information  or made an incorrect or misleading representation or warranty; 
(iii) you have not provided all documents and information requested by us  or satisfied any pre-condition imposed by us on the Exchange; or 
(iv) you have not provided sufficient evidence that meets our eligibility criteria use the Exchange. 
(c) Without limitation to any other term of the Agreement, we may also suspend or  refuse to make the Exchange or Services available if, in our opinion, the  Exchange may: 
(i) not comply with Applicable Law; 
(ii) be being used to circumvent any Applicable Law; or 
(iii) result in us being associated with a Proscribed Person or Proscribed Address. 

‍12.5 Withdrawal or suspension of use of the Exchange 
‍We reserve the right to withdraw or suspend your right to use the Exchange and  Services at any time without prior notice to or any consent from you and without  assigning any reason for that action. 

‍13 Intellectual Property Rights and Exchange Materials
13.1 Intellectual Property Rights  
‍(a) The Exchange, Services, Exchange Materials, App, and Website and their  entire contents, features, and functionality (including all information, content,  software, text, displays, images, video, audio, service marks, and the design,  selection and arrangement thereof) (“Intellectual Property”), are owned by  us, its licensors or other providers of Intellectual Property and are protected by  local and international Intellectual Property Rights. You acknowledge that we,  its licensors or other providers own the Intellectual Property, and you agree  not to use any Intellectual Property without the express prior written consent of  us, or respective licensor or provider. All rights reserved. (b) The Intellectual Property may not be copied, modified, reproduced,  republished, downloaded, publicly displayed, encoded, translated, transmitted,  or distributed in any way (including by mirroring the Intellectual Property), in  whole or in part, without the express prior written permission of us, except as is expressly provided for in these Exchange Terms and Conditions. Any  unauthorised use of the Intellectual Property is prohibited. 
‍
‍13.2 Limitations on use of the Exchange Materials  
‍(a) You may not allow or permit any other person to use the Exchange  Materials or otherwise deal with  them for the benefit of any other person or in any way that is not specifically  contemplated by the Agreement (including by way of downloading, copying,  reproducing, adapting, publishing, selling, or distributing them) without our  express written consent, which we may reject or grant at our own discretion,  with or without conditions. 
(b) You will keep all Exchange Materials strictly confidential, except to the extent  that they are already in the public domain (other than through a breach of the  Agreement or any other obligation of confidence). 
(c) You will respect and protect all rights, title and interest (including any  Intellectual Property Rights) in the Exchange Materials. 
(d) You will not, without our prior written consent, commercialise and/or profit  from the Exchange Materials and/or any proprietary information belonging  to Manerio and/or its Affiliates. Should you require consent for such  activities, a further bilateral agreement must be made between yourself and  Manerio and/or its Affiliates.  
(e) You will not, without our prior written consent, extract any data, attempt to  modify or interfere with the Exchange, the Website, the App, the Exchange  Materials and/or its functionalities by using any data mining, robot, spider,  crawler, scraper, script, browser extension, offline reader, or other automated means or interface. 
(f) Without limitation to clause 13.2(c), the Website and/or the App is proprietary to  Manerio. Upon acceptance of your Application and creation of an Account,  Manerio grants to you and any Authorised Person a personal, limited, non exclusive, non-transferable, non-sublicensable right to use the Website and/or  the App to access the Exchange and/or Services. 

‍13.3 Protection of rights in the Exchange Materials 
‍(a) You undertake that you, without limiting any other restrictions, will not, and  will not attempt to without the express prior written consent from Manerio  and/or its Affiliates: 
(i) tamper with, modify, adapt, translate, de-compile, reverse  engineer or otherwise alter in any way; 
(ii) redistribute, disseminate or display or create derivative works (including but not limited to, whether internal or otherwise, indexes,  fixings or other benchmarks; valuations of digital currencies, tokens,  securities or financial derivatives; or generic or fair value prices) based on, or combine or merge with or into any other software or documentation; 
(iii) gain unauthorised access to, make unauthorised use of or make use of  for any illegal purpose (or any other purpose that is not contemplated  in the Agreement);  
(iv) remove, erase or tamper with any copyright or proprietary notice  printed or stamped on, affixed to, or encoded or recorded on; or 
(v) commercialise and/or profit from (including through advertising and/or referral fees) through the data feeding, trading services, streaming  services and/or other such services; any Exchange Materials. For the avoidance of doubt, clause 13.3(a)(ii) includes the use of Exchange  Materials and/or its derivatives as a benchmark, including without limitation,  issuance of a financial instrument referencing the Exchange Materials and/or its  derivatives, being party to any financial contract which references the Exchange  Materials and/or its derivatives or providing a borrowing rate calculated from  Exchange Materials and/or its derivatives.  
(b) Manerio is not, at any time, obliged to provide any adaptations,  enhancements and/or modifications to the Exchange Materials, including any  updates, patches, bug-fixes and/or upgrades to the Website or App or any new  versions and/or releases of the Website or the App which incorporate new  features or functions. 

‍13.4 Third party actions 
‍(a) You acknowledge that we and/or other third parties may take legal action  against you if you breach clauses 13.1, 13.2 and 13.3 at any time, or if we or  such third parties suspect that you have done so. You may also be subject to  other fines and penalties in any relevant jurisdiction. You undertake to notify  us immediately if you become aware of any breach described in clauses 13.1, 13.2 or 13.3, or that any action described in clause 13.3 is being perpetrated or attempted by another person. 
(b) You may also be required by us to notify the relevant third parties of any  breach by you of any of the Agreement. You also authorise us to do so on your  behalf. 

‍14 Ongoing requirements 
14.1 Maintenance of eligibility 
‍You must be able to demonstrate to our satisfaction that you are: 
(a) a resident of an Available Jurisdiction;  
(b) not located in, under the jurisdiction of, or a national or resident of any of the  countries, states, and jurisdictions outside of the Manerio risk appetite (subject to assessment of the Application); and 
(c) not otherwise prohibited or restricted from accessing or using the  Exchange, on an ongoing basis. 

‍14.2 Compliance 
‍You must comply with: 
(a) the Agreement; 
(b) Applicable Law, including: 
(i) AML/CTF Requirements; and 
(ii) Financial Crime Regulations,  on an ongoing basis. 

‍14.3 Self-reporting
‍You must: 
(a) contact us immediately; and 
(b) not access the Exchange, if you have reason to believe that you do not meet the requirements set out in  clauses 14.1 or 14.2. 

‍14.4 Ongoing use of the Exchange and/or Services 
‍You undertake not to (and should not, knowingly or otherwise, authorise, allow  or assist any other party to): 
(a) use the Exchange and/or Services to conduct electronic spamming or  otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk mail or chain letters; 
(b) use the Exchange and/or Services to perform illegal, unlawful or immoral  activities (including but not limited to money laundering, terrorism  financing and fraudulent activities); 
(c) use the Exchange and/or Services to upload content that contains or is  infected with viruses, malicious codes, Trojan horses, is unlawful, immoral  or illegal or contains any other harmful or deleterious program; 
(d) modify or adapt the whole or any part of the Exchange and/or Services or  combine or incorporate Exchange and/or Services into another other  program or application; 
(e) disassemble, decompile, reverse-engineer or otherwise attempt to derive  the source code, object code, underlying concepts, ideas and algorithms  of the Exchange and/or Services or any components thereof; 
(f) use the Exchange and/or Services in any manner that would lead to the  infringement of our or any other third party’s Intellectual  Property Rights. You undertake not to take or attempt to take any action  or claim ownership of any property that infringes or would infringe upon  our Intellectual Property interests; 
(g) use the Exchange and/or Services in a way that could damage, disable,  impair or compromise the provision of the Exchange and/or Services (or  the systems or security of the Exchange and/or Services or any other  computer systems or devices used in connection therewith) or interfere  with other users or affect the reputation of Manerio. You undertake not  to gain or attempt to gain unauthorised access to the Account or wallets of  other users; 
(h) take any action that imposes an unreasonable or disproportionately large  burden or load on the Manerio infrastructure (including, but without  limitation to our servers, networks, data centers and related or like  equipment) and detrimentally interfere with, intercept or expropriate any  system, data or information belonging to other users of the Services; 
(i) engage in any other activities deemed inappropriate by us or which is in  contravention of these Exchange Terms and Conditions or any Applicable  Laws; 
(j) provide false, inaccurate, incomplete or misleading information to  Manerio or any of its Affiliates or third-party services providers; or 
(k) deposit with Manerio any Virtual Assets and/or Fiat Currency forming  part of the proceeds of any criminal or unlawful activity. 

‍15 Powers of Manerio 
15.1 Power to revise the Agreement 
‍We reserve the right to change or modify any of the terms conditions contained in the  Agreement or any policy governing the use of Exchange and/or Services at any time  and in our sole discretion. You should regularly check the App and Website to inform  yourself of any such changes or modifications. In addition, we may at any time  change, add or remove any feature or functionality of the Exchange and/or Services  without prior notice to you. Any changes or modifications will be effective immediately  upon posting of the revisions, and you waive any right you may have to receive  specific notice of such changes or modifications to these Exchange Terms and  Conditions. Your continued use of the Service shall constitute your acceptance of such  changes or modifications to the Exchange Terms and Conditions.  

‍15.2 Notification by Agreed Communication Method 
‍Any changes or modifications will be effective immediately upon posting of the revisions  using the Agreed Communication Method, and you waive any right you may have to  receive specific notice of such changes or modifications. By continuing to use the  Exchange and/or Services after any such changes have taken effect, you are indicating  your acceptance of the updated or amended Terms as well as your acceptance of the  updated Exchange and/or Services. If you do not wish to be bound by any changes or  amendments to these Terms then you should stop using the Exchange and/or Services  immediately. 

‍15.3 Power regarding transfers and Exchange use 
‍Without limitation to any other powers of Manerio described in the Agreement, we may: 
(a) withdraw or suspend your access use of the Exchange in accordance with  the terms of these Exchange Terms and Conditions; or 
(b) restrict any transfers to or from your Account if: 
(i) we have reason to believe that you have not complied with the  Agreement; 
(ii) any Applicable Law or internal policy requires us to do so; or 
(iii) we have reason to believe that the transaction is related to any  unlawful activities.  

‍15.4 Power to cancel, reverse or modify Orders 
‍(a) Subject to clause 15.4(b), we may cancel, reverse or modify an Order  submitted by you if we have reason to believe that: 
(i) the Order contains errors on price, quantity, or other parameters; 
(ii) you have not complied with the Agreement; 
(iii) any Applicable Law or internal policy requires Manerio to do so; or
(iv) the Order has been executed based on an aberrant value. 
(b) Manerio must not otherwise cancel or modify any Order merely for its own  convenience or for the convenience of any other person. 

‍15.5 Power to protect market integrity in case of technical fault etc.
(a) If: 
‍(i) technical issues or other circumstances prevent or degrade your ability to: 
(A) submit or cancel Instructions; or 
(B) use the Exchange; or 
(ii) Manerio considers that intervention is necessary to maintain fair,  efficient and orderly trading on the Exchange, then Manerio may take any measure that it deems necessary to  protect the integrity of the Exchange. 
(b) The measures that Manerio may take in accordance with clause  15.5(a)(i) include: 
(i) disabling or restricting access to an Account; 
(ii) restricting access via the Website and/or the App; 
(iii) disallowing the submission of Orders; 
(iv) restricting Order types or imposing conditions on Orders, including the  cancellation of Orders resting in the Order Book; 
(v) restricting your access or use of the Exchange; 
(vi) suspending your use of Trading Tools; 
(vii) modifying the risk-mitigating parameters, the operation of the  Order Matching Engine or the Trade Engine;  
(viii) suspending or limiting trading on the Exchange; or 
(ix) any other actions deemed to be in the best interest of the Exchange.  You agree to indemnify us against any Loss as a result of your breach of any  limits or controls imposed by us under this clause 15.5.  

‍15.6 Notification of exercise of power 
‍(a) Manerio must notify through the Website and/or the App if it  exercises any of the powers set out in this clause 15, subject to  Applicable Law, internal policies and confidentiality requirements. 
(b) Notwithstanding clause 15.6(a), where Manerio only exercises its powers in  respect of one or more (but not all) persons, then it may notify the relevant  persons directly, subject to Applicable Law, internal policies and confidentiality  requirements. 

‍16 Role of Manerio 
16.1 Our role as agent or principal 
‍(a) By using the Exchange, you acknowledge that we may act as agent or  principal in relation to any Order that you submit. 
(b) Where we act as principal in relation to an Order, this will be stated in the  relevant quote and Confirmation in accordance with clauses 5 and 7. 
(c) We do not make any representations and warranties with respect to any  assets that are involved in such transaction. This applies even if we undertake  certain checks and/or other compliance procedures with respect to the Order.  Such procedures are for our own benefit and you should not rely on them.

‍16.2 No obligation to notify market price movements 
‍(a) Unless otherwise required by Applicable Law, we are not required to keep  you informed of any market price movements (or other risk movements) in  relation to a Virtual Asset, even if these may harm your position in respect of  that Virtual Asset. 
(b) Clause 16.2(a) does not apply to the general provision of information  provided on the Exchange, or as is strictly necessary to deliver any  services under this Agreement. 

‍16.3 Conflicts of interest 
‍(a) You understand and agree that the nature of the trading activities as part of  the Exchange may create conflicts of interest between your interests and those  of other clients, counterparties or us. Some of these circumstances are  described in other Parts of these Exchange Terms and Conditions and in other  disclosures that we may make from time to time. For information regarding  material conflicts of interest that may arise between you and us when you use  the Exchange and/or Services, please review our Disclosure of Conflicts of  Interest and Other Matters attached as II to the Exchange Terms and  Conditions. 
(b) If we act in circumstance where we have a conflict of interest, we will take  reasonable steps to ensure you are treated fairly. We may, in our absolute  discretion, without giving any reason or notice and without incurring any liability  of any nature to you, decline to transact with you or otherwise to act on your  Instructions in such circumstances.  

‍16.4 Services and activities of Manerio 
‍(a) Our activities in connection with the Exchange are non-exclusive. Subject to  Applicable Law, we may transact with, and provide services to, such other  persons as we, in our absolute discretion, deem fit and will be duly paid or  compensated. 
(b) Unless required by Applicable Law, we are not liable or under any  obligation: 
(i) to account to you any benefit received by us for dealing with, or providing services to, others; or 
(ii) disclose to you any fact or thing which may come to our notice in the  course of dealing with, or providing services to, others or in the course of its business, in any other capacity or in any manner whatsoever. 
(c) We and other Manerio Group Members may take proprietary positions or  undertake proprietary activities, including hedging transactions related to  Orders submitted by you, which may affect the market price, rate or other  market factors underlying an Order. 

‍16.5 Use of third parties 
‍(a) You acknowledge and agree that we: 
(i) may use third party service providers, such as exchanges, brokers  and custodians, at our discretion in order to provide the Exchange from time to time; 
(ii) may be unable to provide the Exchange if the services of appropriate third-party service providers are not available on commercially reasonable terms; and
(iii) are not liable for the acts, omissions or unavailability on reasonable  commercial terms or any Losses sustained in connection with the use, of such third-party service providers, provided that we exercise reasonable care in their selection (but not any subcontractor or other third party such third-party service provider may use). 
(b) We agree to undertake appropriate due diligence before the appointment of any  third-party service providers, as well as ongoing due diligence at regular intervals, in respect of the ongoing engagement of appointed third-party services providers. Such due diligence will be in accordance with our internal  policies and procedures.
‍
17 Information, representations and warranties 
17.1 Information 
‍(a) If we ask, you must give us any information about, or documents in  connection with, the Agreement or your financial affairs. All information or  documents must be in the form we require and will be deemed certified by you  to be true. 
(b) You must obtain the consent of persons named in the Agreement or other  relevant document, and of any Authorised Person, to our collection, holding and  use of their information. You agree that you will provide a copy of any privacy related policy, statement, circular, notice or other terms and conditions made  available by us to you from time to time to such persons. A copy of our current  privacy notice is available on the App and Website. 
(c) You consent to us periodically checking your sanction status, possible apperance in the terrorist lists and adverse media in any relevant jurisdiction. 
(d) Without limiting any other provision of the Agreement, you acknowledge and  agree that the information and documents contemplated by this clause 18.1  may be transferred to and processed and/or stored by us, any Manerio and/or any other persons engaged by us. Such information  and documents may be released or disclosed in accordance with the local  laws or practice of the jurisdiction to which the data is transferred. 
(e) We agree to notify you of any material change to our name, principal address, licensing status, or the Exchange from time to time. 
(f) We will notify you in advance of any changes to our rules, procedures or  policies that, in our discretion, are applicable to you for using the Exchange  and/or Services. 
(g) You agree to immediately notify Manerio of any material misconduct,  including misconduct of any Authorised Person, that may give rise to an Event  of Default, or otherwise directly or indirectly affect Manerio’s rights, this  Agreement or the operation of the Exchange. 

‍17.2 Representations and warranties 
‍By making an Application, you represent and warrant that: 
(a) if you are an individual, you are at least 18 years of age and resident in an  Available Jurisdiction; 
(b) if you are a corporation or other legal person, you are duly incorporated  and/or organised under the laws of an Available Jurisdiction;  
(c) you are not currently registered as a user of the Exchange and/or Services; 
(d) you are the sole ultimate beneficial owner of your Account and not acting on  behalf of or representing any other natural person, legal person or legal entity; 
(e) you are the beneficial owner of (or if you are acting as a trustee, the legal  owner) any Virtual Asset or Fiat Currency subject to the Agreement, and  forming the subject matter of the Services;  
(f) you are not impersonating any other person, operating under an alias or  otherwise concealing your identity;  
(g) you are not located in, under the control of, or a national or resident of any  international sanctioned countries;  
(h) you are not a resident or a Tax resident of, and do not otherwise have any  relevant connection with, any jurisdiction which Manerio has notified as  being subject to prohibitions or restrictions on accessing or using the  Exchange and/or Services; 
(i) you are not a resident or Tax resident of, and do not otherwise have any  relevant connection with, any jurisdiction in which entry into or performing  your obligations under these Terms or the delivery, holding, use or exchange  of Virtual Assets is unlawful or restricted in any way or requires licensing,  registration or approval of any kind;  
(j) the information and documents you provided are true and accurate and up-to date and shall remain true and accurate and up-to-date throughout the term of  the Agreement; 
(k) you have appropriate knowledge and experience of blockchain technology,  cryptography and smart contracts and the Virtual Assets applicable to each  Order and related features and risks; 
(l) you understand the nature and assume risks of the subject matter of the  Agreement; 
(m) you are capable of assuming, and do assume, all risks associated with the  Agreement and any Order, including those risks described in  of these  Exchange Terms and Conditions;
(n) in respect of the Exchange and each Order, you:
(i) have received, read and understand all relevant documents that make  up the Agreement; 
(ii) have adequate information in relation to your decision to use the  Exchange and submit the Order; and 
(iii) have made your own independent decision to use the Exchange and  submit the Order and that the Exchange and each Order are  appropriate and proper for you based on your own judgment and on  advice from independent advisers you have considered necessary; 
(o) you enter into the Agreement and submit each Order as principal and are not  acting as an agent for any other person, as trustee of any trust or on behalf, or  for the benefit, of any other person. Without limiting the generality of this sub paragraph, no Authorised Person has any interest in your Account or any  Order; 
(p) you have full legal capacity, power and all necessary authorisations to own your  assets and carry on any business it conducts, to enter into the Agreement and  submit each Order and to comply with its obligations and exercise its rights  under them; 
(q) you have obtained all necessary authorisations and consents, and taken all  necessary corporate actions (as applicable) to make all payments and deliveries  contemplated by the Agreement; 
(r) your obligations under the Agreement are valid, binding and enforceable and it  will not be in breach of any Applicable Law, authorisation, document or  agreement by entering into or complying with obligations or exercising rights  under the Agreement or any Order; 
(s) you, any Authorised Person, any person who controls you and any person  for whom you act, as applicable, is not a Proscribed Person; 
(t) if you are a corporation or other legal person, the person that enters into the  Agreement on your behalf is, and any person representing you in relation to  any Order is and will be, duly authorised to do so; 
(u) all the information given, and representations made, by you (or on your  behalf) are correct, complete and not misleading; 
(v) since the date of any information you have given us, there has been no change  in that information or your financial circumstances that may have a material  adverse effect on your ability to meet any of your obligations to us; 
(w) any device that you or any of your Authorised Persons uses, including your  Enabled Device, is not Jailbroken and otherwise meets the device  requirements as described in the Exchange FAQs; 
(x) you have not withheld any information that might have caused us not to enter  into the Agreement or not allow your Order to be submitted (including  information about the assets you own and any Encumbrance over them); 
(y) neither you, nor any assets you own, have immunity from the jurisdiction of a  court or from legal process in any place; 
(z) you are not relying on any communication from us as advice (whether written  or oral) from us, and we are not an advisor to you, in connection with the  Agreement or any Order; 
(aa) you understand the nature and assume risks of the subject matter of the  Agreement and will seek independent advice where necessary. You also have  sources of information other than those provided by us and our representatives  that you use in evaluating Virtual Assets;
(bb) at any time that you deliver, or procure the delivery of, Virtual Assets to us in  connection with an Order or otherwise, you have the absolute right to sell, assign, convey, transfer and deliver such Virtual Asset, and are deemed to  confirm that it is fully paid and free of any Encumbrance; 
(cc) no action, suit or proceeding at law or in equity before any court, tribunal,  Government Agency or any arbitrator that is likely to affect the legality, validity  or enforceability against you or the Agreement or your ability to perform your  obligations under the Agreement is pending or, to your knowledge, threatened  against you; (dd) you are responsible for your own Tax affairs, and you have not committed or been convicted of any Tax or other criminal offence; 
(ee) no Event of Default has occurred, nor has any event occurred which may,  with the giving of notice or lapse of time or fulfilment of any condition, become an Event of Default;  (ff) you understand that all transactions on the Exchange are between Virtual Assets, and Fiat Currencies;  
(gg) you will not use the Exchange and/or Services if any Applicable Laws  prohibit you from doing so in accordance with the Agreement; and  
(hh) you are compliant with this Agreement and all Applicable Law to which  you are subject, including without limitation, all Tax laws and regulations,  exchange control requirements and registration requirements.  

‍17.3 Repetition of representations and warranties 
‍You repeat the representations and warranties set out in clause 17.2 every time you:
(a) submit an Order; 
(b) give an Instruction; or 
(c) otherwise operate your Account or use the Exchange. 

‍17.4 Notification 
‍You must immediately notify us if: 
(a) an Event of Default occurs; or 
(b) you have reason to believe that you cannot truthfully make or repeat the  representations and warranties set out in this clause 18.

18 Indemnities 
18.1 Your indemnity You indemnify and hold:  
(a) us;  
(b) each other Manerio;  
(c) our third-party service providers; and  
(d) each of their respective joint venture entities, directors, officers, employees,  agents and representatives of (a), (b) or (c) (each, an “indemnified party”),  harmless from any claim, demand or Loss (including legal fees and any fines, fees  or penalties imposed by any regulatory authority) arising out of or related to: 
(i) the Agreement;  
(ii) your violation of any Applicable Laws of any jurisdiction, or the rights  of any third party;  
(iii) your breach of any of the terms of the Agreement;  
(iv) your use of the Exchange, Services and/or App;  
(v) performance of any of our obligations under the Agreement with  respect to you;  
(vi) any act, error, or omission of your use of your Account or any user of  your Account, in connection with the Exchange and/or Services,  including matters related to incorrect, incomplete, or misleading  information, libel; invasion of privacy, infringement of an Intellectual  Property Right; 
(vii) any defective product or any injury or damage to person or property  caused by any products sold or otherwise distributed through or in  connection with the Exchange and/or Services, or violation of any  Applicable Law; and  
(viii) any of the following circumstances:  
(A) the provision of the Exchange or entry into an Order in  circumstances where we are not in breach of the Agreement; 
(B) an Event of Default occurs in relation to you; 
(C) searches and enquiries made in connection with you  (including checking for Insolvency); 
(D) Instructions given to us by you or an Authorised Person, or a  person purporting to be you or an Authorised Person  provided that we act in good faith when effecting the  Instructions, save where we have actual knowledge of any  fraud or forgery; 
(E) us acting on, delaying or refusing to act on Instructions from  you or an Authorised Person or taking action against you or  an Authorised Person; 
(F) the settlement or attempted settlement of any Executed  Order or any failure to settle any such Executed Order, in  circumstances where we are not in breach of the Agreement;
(G) any service provided by a third party nominated by you; 
(H) any Tax payable by the indemnified party on, or calculated by  reference to, any Order or any amount paid or payable by or  to you under the Agreement (excluding any Tax payable by  the indemnified party by reference to its net income); 
(I) any action taken by a third party to gain control of any Virtual  Asset contemplated by the Agreement; 
(J) any person exercising, or not exercising, rights under the  Agreement (including enforcement action and debt collection  Costs, such as valuation fees and auctioneer’s charges); or 
(K) the costs of the indemnified party in defending itself  successfully against any claims of fraud, negligence or wilful default, in each case except to the extent the Loss is a direct result  of the indemnified party’s own gross negligence, fraud or  wilful misconduct. You must pay the indemnified party on demand for, any Loss the indemnified party  reasonably incurs in connection with the incidents described in this clause.  

‍18.2 Interest 
‍You agree to pay interest on any amounts in respect of which you are required to  indemnify any person under clause 18.1 or otherwise under the Agreement from the  date of demand until the date of receipt by that person in full of such amounts and the  interest (after as well as before judgment), at the rate of interest described in clause  21.2. 

‍18.3 Further steps 
‍If we ask, you must: 
(a) appear and defend at your own cost any action which may be brought  against us in connection with the Agreement; and 
(b) sign any document we reasonably require to give further effect to this  clause 18. 

‍18.4 Application of indemnity 
‍You agree that the provisions of this clause 18: 
(a) continue in full force and effect in relation to Instructions received before we  give notice to you that we will not accept further Instructions; and 
(b) are unconditional, irrevocable and survive termination of all dealings between  us and you and are not impaired by any act, omission, matter or thing that might  discharge or impair the indemnity but for this clause.

19 Our liability 
19.1 Exclusion and limitation of liability 
‍Unless any Applicable Law prohibits us from excluding or limiting our liability or where the  Loss is directly caused by our own gross negligence, fraud or wilful misconduct, we, any  employee, director, shareholder, officer, agent or representatives are not liable for any  Loss incurred in connection with the Agreement, including in connection with: 
(a) the general risks of investing or entering into any Order or using the  Exchange, including those described in ; 
(b) the provision or unavailability of any Virtual Asset, Account, the  Exchange, the Website or the App; 
(c) investing or holding assets in a particular jurisdiction (including Losses arising  from nationalisation, expropriation or other governmental action, financial  services regulations, currency or asset restrictions, devaluations or fluctuations,  and market conditions affecting the orderly execution of transactions or  affecting the value of assets); 
(d) the collection, deposit or credit of invalid, fraudulent or forged Virtual  Assets transfers; 
(e) effecting delivery or payment against an expectation of receipt, save where  such delivery or payment is contrary to local market practice;
(f) an instruction to deliver Virtual Assets to an exchange, broker, custodian or  other third party, even if we might have information tending to show that this  course of action, or the choice of a particular exchange, broker, custodian or  other third party for a transaction, is unwise; 
(g) any information that we provide on Virtual Assets, market trends or  otherwise, even if such information is provided at your request; 
(h) subject to clause 16.5, any act or omission of any exchange, broker, custodian  or any other third party, whether or not appointed by us. We are not obliged to  request such exchange, broker, custodian or any third party to comply with its  obligations; 
(i) the exercise or attempted exercise of, failure to exercise, or delay in  exercising, a right or remedy or a delay or error in making payments or  deliveries under the Agreement; 
(j) you or an Authorised Person’s Instructions, any unauthorised  Instructions or our refusal to act on any Instruction; 
(k) any Force Majeure Event; 
(l) a Network Event not reasonably within our control; 
(m) an Event of Default; 
(n) any interruption, delay, suspension, discontinuance or failure of the Exchange  and/or Services;  
(o) any refusal to process or authorise, or any reversal of, any transaction for any  reason;  
(p) your inability to effect or complete any transaction due to system maintenance or  breakdown or non-availability of the App, Website, network, our hardware or  software or that of any third parties; 
(q) use of your Enabled Device, or access to your Account or the Exchange and/or  Services, by third parties, whether authorised or unauthorised by you;  
(r) any theft or loss of your Enabled Device;  
(s) any unauthorised or ineligible use of the Exchange and/or Services contrary to the  Exchange Terms and Conditions;  
(t) our compliance with Applicable Laws and/or court orders;  
(u) hacking, tampering, virus transmission or other unauthorised access or use of the  Exchange, Services, Account or any information contained therein;  
(v) your inability to use the Exchange and/or Services or the cost of procuring  substitute services;  
(w) termination of any of the Agreement; or 
(x) any return or purported return of Virtual Assets in accordance with  clause 22.9, and this disclaimer applies where the Loss arises for any reason and even if the Loss  was reasonably foreseeable or we had been advised of the possibility of the Loss. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WITHOUT  PREJUDICING THE FOREGOING, IN NO EVENT SHALL Manerio AND  PAPAYA LTD, THEIR RESPECTIVE SHAREHOLDERS,  MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY  INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR  DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,  DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER  BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH  THE SERVICES PROVIDED HEREUNDER, ANY PERFORMANCE OR NON PERFORMANCE OF THE SERVICES PROVIDED HEREUNDER, OR ANY OTHER  PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF  Manerio OR Manerio GROUP MEMBER, WHETHER UNDER  CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF  Manerio HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES  EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH  DAMAGES WERE A RESULT OF Manerio OR Manerio GROUP  MEMBER’S, GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. 

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF  Manerio OR Manerio GROUP MEMBER, AFFILIATES AND THEIR  RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS,  EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR  CONTRACTORS ARISING OUT OF OR IN CONNECTION THE SERVICES  PROVIDED HEREUNDER, ANY PERFORMANCE OR NON-PERFORMANCE OF THE  SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY  OR ON BEHALF OF Manerio, Papaya Ltd, WHETHER  UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED  THE AMOUNT OF THE FEES PAID BY YOU TO Manerio UNDER THE  AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE  EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. 

‍19.2 No aggregate liability  
‍Without limiting clause 19.1, in no event will our aggregate liability for any Loss arising in  connection with the Exchange and/or Services exceed the Fees you paid us for your use  of the Exchange and/or Services during the six month period immediately preceding the  event giving rise to the claim for liability or EUR1,000, whichever is lower. The foregoing limitation of liability should apply to the fullest extent permitted by law in the applicable  jurisdiction.  
‍19.3 Disclaimers 
‍(a) Except as expressly provided in these Exchange Terms and Conditions, to  the fullest extent permitted by law, we disclaim all other representations or  warranties, express or implied, made to you, your Affiliates or any other  person, including any warranties regarding title, non-infringement, timeliness,  quality, suitability, merchantability, fitness for a particular purpose or  otherwise (regardless of any course of dealing, custom or usage of trade) of  any service or any good provided under these Terms.  
(b) Manerio does not represent or warrant that the Exchange and/or Services  are accurate, complete, reliable, current, or error-free.  
(c) While Manerio attempts to make your use of the Services safe, we cannot  and do not represent or warrant that the Services are free of viruses or other  harmful components.  
(d) Our liability in respect of representations and warranties that cannot be  excluded is limited, at our option, to any of:  
(i) re-supplying, replacing or repairing the Services in respect of which  the breach occurred; or  
(ii) paying the cost of the re-supplying, replacement or repairing of the  Services in respect of which the breach occurred.  

‍19.4 Responsibility for decisions
‍(a) All decisions on whether to invest in, hold or dispose of any Virtual Assets or  to enter into any Order are yours. We are not responsible for any decision  made by you: 
(i) to enter into the Agreement or submit any Order, or to use any of the  Exchange; or 
(ii) about any features or risks of any Virtual Asset, or any fees or Costs  payable in connection with it. 
(b) While some of our employees and agents may be authorised to give you  certain types of information about Virtual Assets or other products or services  neither our employees nor its agents have any authority to make  representations about anything in connection the Agreement. 
(c) Subject to any Applicable Law, we are not liable for any Loss if its employees or  agents act without authority. However, if you consider that any representation  has been made to you that is not set out in the Agreement, you must give us  details in writing so that we can clarify it. 

‍19.5 Hyperlinked sites 
‍(a) We are not responsible for, do not endorse, and make no representation or  warranty in connection with, any hyperlinked internet sites through an Agreed  Communication Method or other internet sites to which you may be referred. We  are not responsible for any Loss incurred in connection with those sites. 
(b) Such internet sites may contain information that has not been devised, verified  or tested by us or our officers, employees or agents. We do not endorse the  accuracy or completeness of such information, nor do we guarantee that such  information, or the provision of any hyperlinks to you, do not infringe third party  rights. 

‍19.6 Circumstances beyond our control 
‍We are not liable for any Loss incurred in connection with our inability or delay in  receiving or executing Instructions or unavailability of funds or any Virtual Asset due to  a Force Majeure Event or any circumstances beyond our reasonable control. If a Force  Majeure Event occurs or any circumstances beyond our reasonable control occur, we  may take any action we consider appropriate in connection with the Agreement.

20 Network events 
20.1 Infrastructure Participant, Network Participant and Network Event
‍In conjunction with  of these Exchange Terms and Conditions; if: 
(a) any Infrastructure Participant or Network Participant gives a direction, or makes  a decision or election, that affects an Executed Order; or 
(b) any Infrastructure Participant or Network Participant becomes Insolvent or is  suspended from operating; or 
(c) a Network Event has occurred, then we may take any action which we, in our sole discretion, consider appropriate to  correspond with the direction, decision, election or event (including a Network Event), or  to mitigate any loss incurred or potential loss or impact which may be incurred as a  result of such action or event. Any such action may result in suspension of access to, or  adjustment of the balance in, your Account. Subject to Applicable Law, any such action  will be binding on you (including, where relevant, making any decision or election in  relation to a Network Event). 

‍20.2 Cooperation and enquiries
‍Where any Infrastructure Participant, Network Participant or any regulatory body  makes an enquiry which relates to the Exchange, your Account or an Order, you agree  to co-operate with us and that any information relevant to the enquiry may be passed  to any Manerio Group Member, or any Infrastructure Participant, Network  Participant or regulatory body, as may be appropriate. 

‍20.3 Staking 
‍Unless specifically announced through an Agreed Communication Method in relation to  a Virtual Asset and subject to the terms therein, we do not support the Staking of such  Virtual Asset on your behalf and do not distribute any rewards associated with such  Staking.  

‍20.4 Network event 
‍On each occasion of a Network Event, we may be forced to suspend certain activities  relating to our Services or any Virtual Assets for an extended period of time till we have  determined that such functionality can be restored. This could occur with potentially little  or no warning and your ability to use the Services or Virtual Assets may be limited and  subject to the Network Event. Upon becoming aware of a Network Event, to the extent  that we have any rights or are able to take any action, we in our sole and absolute  discretion may determine: 
(a) in the event of a Fork, which branch of the Fork is recognised and supported, if  any, and where necessary to take any action or make any election required to  implement such recognition and support of that Fork; 
(b) in the event of a Network Event, whether to credit any Virtual Assets and/or  benefits received by us to the Account or participate in a Network Event, and  upon what terms to do so, such decision regarding the Virtual Assets and/or  benefits remains with us at all times. We will not be liable to you for failure to  credit any Virtual Asset and/or benefits to you or participate in any Network  Event. If we do not support a Network Event, we may claim such Network  Event and any Virtual Assets and/or benefits in relation to it, for our own benefit  (unless it is unavoidable or impractical to avoid based on the means of   distribution). Where due to a Network Event, any newly created Virtual Assets  and/or benefits in respect of any On-Exchange Assets have been received by  you directly as an Off-Exchange Asset, we may claim such Virtual Assets  and/or benefits from you and you agree to return such Virtual Assets and/or  benefits to us. You further agree that any Virtual Assets and/or benefits in  relation to a Network Event do not create or represent any relationship between  us and the sender and/or the related Virtual Asset network, and that we are not  subject to any obligations whatsoever as they relate to the sender and/or the  related Virtual Asset network; 
(c) whether to take any action that we deem appropriate, including  determining who should have ownership or receive newly created Virtual  Assets and/or benefits (if any); 
(d) in the event of a Network Event which results in loss of ownership or  control of Virtual Assets, how such loss is apportioned; and 
(e) whether to halt transactions or to cease, amend or suspend relevant Services  pertaining to a specific Virtual Asset (or generally) or any other activities for  any period of time, which period of time may also be extended in our sole and  absolute discretion. 

Upon becoming aware of a Network Event, we will endeavour to notify you through an  Agreed Communication Method, as soon as practicable. We will also publish our  decision in handling the relevant Virtual Assets in the event of a Network Event at least  one Business Day before the occurrence of the Network Event, unless to do so is  impossible or reasonably impracticable.

21 Fees and Costs 
21.1 Payment of Fees and Costs 
‍(a) You must pay the fees, charges, commissions and Costs specified by us on  the “Fees page” on the Website, through another Agreed Communication  Method, or as otherwise notified by us in writing as applying to the Exchange  from time to time.  
(b) All applicable Fees listed on the App and the Website are exclusive of any  applicable Taxes and the actual Fee charged will be increased to account for  any such applicable Taxes.  

‍21.2 Overdue payments 
‍From the time any amount under the Agreement is overdue for payment until it is paid,  you agree to pay interest at our prevailing default interest rate on the overdue amount  when we ask. This rate is revised by us periodically and is available from us on request. 

‍21.3 Calculation 
‍Any interest payable under the Agreement accrues and is calculated in accordance with  our usual practice. If default interest is charged under clause 21.2, we may add to the  outstanding amount any interest under this clause which has not been paid. You are  then liable for interest under this clause on the total amount. 

‍21.4 No refund 
‍Unless otherwise specified in the Agreement, you are not entitled to any refund of any  Costs, fees or interest you have paid, or subsidy you have received, including where  you cancel an Order, or all or any of the Agreement ends. 

‍21.5 Costs on cancellation 
‍If all or any of the Agreement ends or you cancel an Order, we may require you to pay  interest, fees and Costs incurred in connection with the Agreement or Order. 

22 Termination, suspension and enforcement 
22.1 Termination by either party 
‍(a) Either you or we may terminate any part of the Agreement, or the  Agreement as a whole, by giving the other party at least seven days’ notice  in writing. 
(b) If you wish to suspend or terminate your access to and use of any of the  Exchange and/or Services or close your Account, you are required to submit  a request to Manerio in such manner and form and accompanied by such  information and supporting documentation as may be required by us to  request for and effect such suspension or termination. You acknowledge  and agree that you will be subject to such terms and conditions as we may  consider applicable to such suspension or termination. 
(c) If, at the time of the submission of your Account closure request, your  Account has any outstanding or ongoing obligations, commitments or  activities, including but not limited to any fixed term loan, deposits or Staking  or any amount due to Manerio, you agree that Manerio should not be  obliged to process such closure request until all such obligations, activities  or commitments have been discharged or expired. 

‍22.2 Suspension, restriction or termination by us 
‍In addition to our rights in clause 22.1, we may suspend, restrict or terminate any  (or all) of the Agreement, your access to any (or all) of the Exchange and/or Services (including your access to the Virtual Assets in your Account), and to  deactivate your Account immediately, if:  
(a) you provide incorrect, incomplete or misleading information or make a  representation or warranty that is incorrect or misleading; 
(b) you breach any payment or delivery obligation or other term of the  Agreement, any other agreement with us, or any term of any  arrangement you have with another financial institution, or another  financial institution has suspended or terminated your use of any  financial services; 
(c) you become Insolvent or any of your assets are subject to Insolvency  proceedings; 
(d) you act fraudulently or dishonestly or in our discretion that a transaction is  fraudulent or erroneous;  
(e) you disaffirm, disclaim, repudiate or reject, in whole or in part, the  Agreement, any Confirmation or any Order (or such action is taken  by an Authorised Person on your behalf); 
(f) any Authorised Person or other person asserts any interest in, or right to  control, your Account by virtue of you having provided access to your Account  or otherwise; 
(g) performance of any obligation by either you or we under the Agreement  breaches, or is likely to breach, any Applicable Law (including AML/CTF  Requirements, Financial Crime Regulations or market abuse requirements) or  is otherwise contrary to any policy we apply as a result of an order or sanction  issued by any Government Agency; 
(h) anything occurs which, in our opinion, is likely to have a material adverse effect  on your ability or willingness to comply with your obligations under the  Agreement; 
(i) performance of any obligation by either you or we under the Agreement  breaches, or is likely to breach, any Applicable Law or is otherwise contrary to  any policy we apply as a result of an order or sanction issued by any  Government Agency; 
(j) we are required to do so by Applicable Law or any court or other adjudicating  authority to which we are subject to in any jurisdiction; 
(k) any of your Manerio wallets or you are subject to pending litigation,  investigation or government proceedings;  
(l) any of your Virtual Assets are subject to enforcement of a judgment or are  expropriated, compulsorily acquired or resumed on any basis; 
(m) you are convicted of a Tax or other crime in any jurisdiction; (
n) we, in our discretion, consider that your Account is being operated or the  Exchange and/or Services are otherwise being used in an irregular or improper  manner; 
(o) in our discretion, you may be in breach of the Agreement or are otherwise  trying to circumvent the Agreement, such as by opening multiple accounts or  abusing any of our incentive schemes; [ 
(p) you fail to provide any information requested under the Agreement, or where  required to do so in compliance with any Applicable Law or the requirement  of any contract;
(q) any other event of default (however described) under any other agreement  between you and any Manerio Group Member occurs; or 
(r) your Account has been inactive for three years. In this case, if Manerio is  unable to contact you in respect of the assets in your Account, Applicable Law  may require Manerio to deliver any such assets to the applicable state or  jurisdiction as unclaimed property. 

‍22.3 Notice about suspension, restriction or termination  
‍(a) You acknowledge that Manerio’s decision to take certain actions, including  limiting access to, suspending, or closing your Account for any reason in our sole  discretion (even if no Event of Default has occurred and is continuing), may be  based on confidential criteria that are essential to Manerio’s risk management  and security protocols. You agree that Manerio is under no obligation to  disclose the details of its risk management and security procedures to you.  
(b) Without limiting clause 22.3(a), in the event that we decide to suspend, restrict or  terminate your access to the Exchange and/or Services in accordance with clause  22.2, we may (to the extent that it is not unlawful for us to do so) provide you with  adequate notice of such termination of access to the Exchange, and the action  may take effect from such time and for such duration as we determine.  
(c) Suspensions, restrictions or terminations from the use of the Exchange and/or  Services will be reversed only as soon as reasonably practicable once the  reasons for refusal no longer exist as determined in our sole discretion. We are  under no obligation to execute any suspended, reversed or terminated  transactions or Orders at the same price or on the same terms. 
(d) Our rights under clause 23.2 do not affect any other right under the Agreement  and are subject to the giving of any notice, demand or lapse of time which is  required by Applicable Law and cannot be excluded.  

‍22.4 Additional rights to terminate 
‍Other terms of our Agreement that are applicable to a particular service may specify  additional circumstances in which you or we may end the Agreement. These apply  in addition to the rights set out in clause 22.1 and 22.2. 

‍22.5 The Agreement 
‍After the Agreement ends, you must: 
(a) not use the Exchange and/or operate any Account that is the subject of the  termination, or any benefits in connection with the Exchange; 
(b) immediately make all payments and deliveries required in connection with  the Agreement, your Account, the Exchange and any relevant Executed  Orders; and 
(c) do any other thing which the Agreement requires to be done when your right  to use the Exchange and operate your Account ends. 

‍22.6 No effect on rights and liabilities 
‍(a) Subject to clause 22.9, the suspension, restriction or termination of all (or any)  of the Agreement does not affect any of the rights and obligations of either of  us that arose before termination.  
(b) You are not entitled to any refund of any fee or amount paid or subsidy  received in connection with the Agreement or any Executed Order. 
(c) You should not be entitled to any payment, compensation or damages from us  in relation to any suspension, restriction or termination of your use of the  Exchange and/or Services for any reason whatsoever.
(d) Our rights of suspension, restriction and termination under these Exchange  Terms and Conditions should be without prejudice to any other rights or  remedies which we may have (whether under these Terms, Applicable Law  otherwise). In any event, all provisions in the Agreement in connection with  payments, clawbacks, indemnities, limitation of liability, disclosure of  information, set-off, asset conversion, Tax, and the provisions in clauses 20,  22.9 and 24 survive termination of the Agreement. 

‍22.7 Review of entitlements 
‍After all (or any) of the Agreement ends, we may review and withdraw any  promotional or preferential arrangement that applies to you. 

‍22.8 Enforcement action 
‍We may take any action we consider appropriate to enforce the Agreement,  including employing any third-party agent to collect any amount owing, taking steps  to enforce its rights against your assets, such as attaching any amount owing to  those assets, and commencing legal proceedings. 

‍22.9 Payments and handling of Virtual Assets upon termination 
‍(a) Upon suspension, restriction or termination of this Agreement, we may  return any Virtual Assets recorded in your Account to a designated external  address to you in accordance with clause 7.11, unless we are prohibited by  Applicable Law to release such Virtual Assets, or where we have reasonable  grounds to suspect that such Virtual Assets were obtained through fraud or  any unlawful means or connected with criminal activities. If you have any  question about this clause, please contact us at https://maner.io/contact.  
(b) If we are unable to return any Virtual Assets to you pursuant to clause  22.9(a), we will take reasonable steps, as determined in our sole discretion  in the circumstances, to contact you and return the Virtual Assets in the form  and manner we deem appropriate. 
(c) If we are unable to contact you or return the Virtual Assets pursuant to clause  22.9(b), we may deal with the relevant amount of Virtual Assets (less  applicable Costs) as we consider appropriate, as determined in our sole  discretion. This includes transferring the Virtual Assets to a third party. You will  not have any further rights to such amounts. Without limiting any of the  foregoing, we are not obliged to hold any such Virtual Assets for you. 

23 General terms 
23.1 Hardware, Trading Tools and other materials 
‍(a) You are solely responsible for installing, maintaining and updating any  applicable hardware and Trading Tools for using your Account and the  Exchange.  
(b) You are required to comply with all systemic requirements imposed in  relation to your Account and the Exchange, including installing, maintaining  and updating any applicable security procedures.  
(c) You may utilise various Trading Tools (including but not limited to  proprietary automated trading bots (“Trading Bots”) to execute trades by filling in and updating trading parameters decided by You.  
(d) You acknowledge the risks of using such Trading Bots and that its use  constitutes an authorised Instruction by You. You understand that Trading  Bots execute your instructions only and that the operation of any such  Trading Bots are determined by parameters set by you.  
(e) While we will use best efforts to make the Trading Tools available at all  times, you understand and acknowledge that its availability and accuracy  may be affected by factors outside our reasonable control.  
(f) We retain the discretion to update, modify, cancel and/or otherwise  terminate your access to any Trading Tools and its functionalities from time  to time to enhance customer experience. You understand that we are not  responsible for any downtime resulting from these actions. 

‍23.2 Prompt performance 
‍If the Agreement specifies when you must perform an obligation, you must perform it by  the time specified. You must perform all other obligations promptly. Time is of the  essence in respect of your obligations to deliver or pay any Virtual Asset. 

‍23.3 Waiver and variation 
‍(a) A provision of the Agreement, or right created under it, may not be waived  except in writing signed by the party or parties to be bound and is only effective  for the purpose for which it is given. 
(b) The delay of enforcement or the non-enforcement of any of the provisions of  the Agreement by any party should not be construed as a waiver of any of the  other rights of that party arising out of the breach or any subsequent breach of  any provision of the Agreement and no right, power or remedy conferred upon  or reserved for any party in the Agreement is exclusive of any other right, power  or remedy available to that party and each such right, power or remedy should  be cumulative. 
(c) You acknowledge that various features of the activities contemplated by the  Agreement may be changed at any time, including applicable Costs, subject to  Applicable Law. 

‍23.4 Exercise of rights 
‍(a) Unless expressly stated otherwise in the Agreement, we may exercise a right  or remedy, give or refuse our consent or approval, and/or make any other  determination or decision, in connection with the Agreement in any way we  consider appropriate in our absolute discretion, including by imposing  conditions. We need not provide reasons for any decision we make. 
(b) Except for a waiver or variation in accordance with clause 23.3, nothing we do  suspends, varies or prevents us from exercising our rights under the  Agreement. If we do not exercise a right or remedy fully or at a given time, we  can still exercise it later. 
(c) We are not liable for any Loss caused by the exercise or attempted exercise  of, failure to exercise, or delay in exercising, a right or remedy, whether or not  caused by our negligence. 
(d) Our rights and remedies under the Agreement: 
(i) are in addition to other rights and remedies given by Applicable Law  independently of the Agreement; 
(ii) do not merge with and are not adversely affected by any other  agreement and may be executed independently or together with any rights or remedies including under any other agreement; and 
(iii) are not affected by any payment, settlement or anything which might  otherwise affect them at law including the variation of the Agreement  or the Insolvency of any person. 

‍23.5 Approvals and consents 
‍By giving its approval or consent, we do not make or give any warranty or  representation as to any circumstance relating to the subject matter of the consent  or approval. 

‍23.6 Complying with a court order 
‍If we are served with a court order, we act in accordance with the court order and you  must not commence proceedings against us in relation to our actions under the court  order. 

‍23.7 Consents 
‍We may give, or withhold, any consent or approval in connection with the  Agreement upon such terms as we consider appropriate. 

‍23.8 Indemnities 
‍The indemnities in the Agreement are continuing obligations, independent of your other  obligations under it. It is not necessary for us to incur expense or make payment before  enforcing a right of indemnity in connection with the Agreement. 

‍23.9 Third party services 
‍(a) Without limiting clauses 16.5 and 23.10, but subject to Applicable Law, we  may: 
(i) employ independent contractors and agents (including  correspondents) or utilise the services of any Manerio Group  Member or other third party to make certain functions or information  available to you and/or otherwise to effect the Exchange and/or  Services, on terms we consider appropriate;  
(ii) display, include or make available third-party content (including data,  information, applications and other products or service) or provides  links to third-party websites or services; and 
(iii) change any service provider at any time without prior notice. 
(b) Third-party services and links are provided solely as a convenience. By  accessing the App, Website, Exchange Materials and/or Services, you  acknowledge and agree that Manerio should not be responsible for any  third-party services, including their accuracy, completeness, timeliness, validity,  copyright compliance, legality, decency, quality or any other aspect thereof. In  any event, Manerio does not assume and will not have any liability or  responsibility to you or any other person or entity for any third-party services  (including for any delay, loss or damage of any kind incurred from any services  provided by any third party service provider engaged by Manerio. All claims  in connection with the act of any third-party service provider or should be brought solely and directly against such party and/or its agents. Manerio’s  sole liability in relation to the services provided by any third-party service  provider or should be limited to the use of reasonable care in the selection of  such party.  
(c) In addition to the Agreement, your use of the Exchange may be subject to the  terms and conditions imposed by relevant third parties from time to time, as  notified to you. Manerio does not explicitly or implicitly endorse or approve  any third-party service. 

‍23.10 Assignment and other dealings 
‍(a) You may not assign, transfer or otherwise deal with your rights or  obligations under the Agreement to anyone without our prior written  consent. Any attempted transfer, assignment or other dealings in violation  hereof should be null and void. 
(b) We may assign, transfer or otherwise deal with our rights and obligations as we  see fit and need not obtain your prior written consent, nor notify you. To the  extent that any consent is required under Applicable Law to effect a relevant  dealing, you agree that this clause 23.10(b) is deemed to serve that purpose. 

‍23.11 Compliance with Law 
‍Nothing in the Agreement requires us to do or not do anything if it would or might in our  reasonable opinion constitute a breach of our policy or any Applicable Law or  requirement of any Government Agency. 

‍23.12 Inconsistent laws and severability 
‍To the extent permitted by Applicable Law: 
(a) you waive all rights conferred by Applicable Law which are inconsistent with  the Agreement; and 
(b) the Agreement otherwise prevails to the extent it is inconsistent with any  Applicable Law. 
(c) However, if and to the extent that an Applicable Law is inconsistent with the  Agreement in a way that would otherwise have the effect of making a provision  of the Agreement invalid, illegal, void or unenforceable, or contravene a  requirement of Applicable Law or impose an obligation or liability which is  prohibited by that law, then the Applicable Law overrides the Agreement to the  extent of the inconsistency, and the Agreement is to be read as if that provision  were varied to the extent necessary to comply with that Applicable Law and  avoid that effect (or, if necessary, omitted). In any event, such the invalidity,  illegality or unenforceability of such provision should not affect the other  provisions of these Terms and all provisions not affected by such invalidity,  illegality or unenforceability should remain in full force and effect. 

‍23.13 Entire agreement  
‍The Agreement constitutes the entire agreement between the parties with regard to its  subject matter. The Agreement supersedes and invalidates any and all other prior  representations, arrangements, understandings, and agreements relating to the same  subject matter, whether oral or in writing, express or implied. You acknowledge that in  entering into the Agreement, you do not rely on any statement, representation, warranty, or  understanding other than those expressly set out in the Agreement.  

‍23.14 Third party rights 
‍The Agreement does not create or confer any rights or benefits enforceable by any  person not a party to it except: 
(a) a Manerio, Papaya Ltd and any other an indemnified party (as  defined in clause 19.1) may enforce its rights or benefits in the Agreement,  including any indemnity, limitation or exclusion of liability; and 
(b) a person who is a permitted successor or assignee of our rights or  benefits of the Agreement may enforce those rights or benefits. No consent from the persons referred to in this clause 23.13 is required for the parties  to vary or rescind the Agreement (whether or not in a way that varies or extinguishes  rights or benefits in favour of those third parties).

‍23.15 Reports
‍Any report we obtain is for our use only. Even if we provide a copy of the report to you,  you cannot rely on it. You cannot sue us, the valuer or consultant if the report is wrong. 
‍
‍23.16 Construction 
‍No rule of construction applies to the disadvantage of a party because that party was  responsible for the preparation of, or seeks to rely on, the Agreement or any part of it. 

‍23.17 Supervening legislation 
‍Any present or future legislation of Lithuania and/or EU which operates to vary the obligations of a party in  connection with the Agreement with the result that another party’s rights, powers or  remedies are adversely affected (including, by way of delay or postponement) is  excluded except to the extent that its exclusion is prohibited or rendered ineffective by  Applicable Law. 

‍23.18 Confidentiality 
‍Each party agrees not to disclose information provided by any other party that is not  publicly available except: 
(a) to any person in connection with an exercise of rights or a dealing with rights  or obligations under the Agreement; 
(b) to officers, employees, legal and other advisers and auditors of any party; 
(c) to any party to the Agreement or any related companies of any party to the  Agreement, provided the recipient agrees to act consistently with this clause  24.17; 
(d) with the consent of the party who provided the information (such consent not to  be unreasonably withheld); 
(e) publishing relevant Orders and other Instructions on a non-attributed basis  on the Exchange; 
(f) any disclosure the disclosing party reasonably believes is required by any  Applicable Law or Government Agency; or 
(g) otherwise in accordance with the Agreement. Each party consents to disclosures made in accordance with this clause 

‍23.19 Data protection 
‍(a) You agree that we or other parties assisting us in the provision of the Exchange  and/or Services, may collect, use, process, transfer, disclose to subcontractors or  to your service providers or agents and store materials, data, information and  content relating to you and/or your business or your Affiliates, shareholders,  officers, employee and agents, including Personal Data (“Data”) for the following  purposes:  
(i) providing the Exchange and/or Services;  
(ii) internal, administrative, regulatory or compliance purposes and/or to  maintain our administrative or client relationship management systems,  including the use of IT outsource providers;  
(iii) security, quality and risk management reviews; and  
(iv) in accordance with any legal or regulatory body or a professional body of  which we are a member. You also agree that the Data may be transferred, disclosed, stored, processed  and maintained by us electronically on servers, or in hard copy or original format  in a number of different jurisdictions. As certain jurisdictions have strict laws  around exporting restricted classes of data, you agree to advise us in writing  immediately if any Data that may be disclosed to, or accessed by us or a  subcontractor in performing the Services is subject to export control restrictions  under Applicable Law. You will not provide us with Personal Data unless the  Personal Data is required for the performance of the Services. 
(b) Subject to Applicable Law, we reserve the right at any time to satisfy our internal  requirement as to your Personal Data (for example, by requesting relevant original  documents) including for the purposes of preventing fraud and/or anti-money  laundering and counter-terrorist financing purposes. 
(c) In respect of any Personal Data shared with us, you confirm you have the  necessary authority for us to use and transfer it in accordance with the  Agreement, and that data subjects have been given necessary information  regarding its use. You will comply with applicable data protection legislation in  relation to any Personal Data shared with us in connection with the Agreement. 
(d) Use of Personal Data is governed by the Privacy Notice.  

‍23.20 Anti-money laundering and sanctions 
‍(a) Notwithstanding any other provision of the Agreement to the contrary, we are  not obliged to do or omit to do anything if it would, or might in its reasonable  opinion, constitute a breach of any AML/CTF Requirements. 
(b) You must provide to us upon request all information and documents that are  within your possession, custody or control reasonably required by us from time  to time, and as necessary in order for us to comply with any applicable  AML/CTF Requirements. 
(c) You agree that we may disclose any information concerning you to any  Government Agency, law enforcement entity, regulatory agency or court (in  any jurisdiction) where required by any Applicable Law. 
(d) You agree to exercise your rights and perform your obligations under the  Agreement in accordance with all applicable AML/CTF Requirements. 
(e) You agree to provide evidence of due authority and specimen signatures for  each Authorised Person. (f) You agree that we may take a sufficient time to consider, verify or block an  Order, if you or any other person or entity in connection with the Order  becomes a sanctioned person or entity, or upon the occurrence of a match on  our sanction filters. 

‍23.21 Feedback, queries and complaints 
‍(a) If you have any feedback, questions or complaints, please contact  per https://maner.io/contact or within the chat of the app Blackcatcard Whilst we strive to respond to you as soon as possible, for more  complicated issues, it may take us up to 45 days or longer to resolve and get  back to you. You accept and agree that we shall not be responsible for any  loss and damage incurred during such period. (b) By submitting feedback or suggestions (“Feedback”) to us through the App or  other means, you acknowledge and agree that:  (
i) your Feedback does not contain confidential or proprietary information  of you or any third party;  
(ii) we are not under any obligations of confidentiality with respect to the Feedback;  
(iii) we may freely use, reproduce, distribute, and otherwise utilise the  Feedback for any purpose; and  
(iv) you are not entitled to any compensation of any kind from us. 

24 Statements and records 
24.1 Transaction records 
‍You may access your Transaction History and records in your Account. You are  responsible for checking Account statements for errors. 

24.2 Reporting mistakes 
‍You must report any mistaken or unauthorised Orders, Executed or otherwise, to us as  soon as possible. Unless otherwise stated, if you do not report such Orders to us within  three days of the date of the Order, we are entitled to treat the Order as correct. 

‍24.3 Reversals 
‍We may cancel, reverse or debit any Virtual Asset transfer we make under the  Agreement (including any interest paid) and make any corresponding adjustments to  an Account: 
(a) to correct a mistake; 
(b) if we have not received cleared and unconditional Virtual Assets in full and  promptly; or 
(c) if we have reasonable grounds for doing so. 

‍25 Notices and communications 
25.1 Notices and electronic delivery 
‍(a) You authorise us to deliver all communications, agreements, documents,  notices, disclosures and Confirmations to you by an Agreed Communication  Method, through any other electronic means as we deem fit, or via telephone  calls.  
(b) It is your responsibility to ensure that the details of your Agreed Communication  Method are correct and the Agreed Communication Method is operational and  available for receipt of all communications and to notify us of any changes to  the details of your Agreed Communication Method as soon as practicable after  the change is made. 
(c) In some cases, our communications may only be posted on the Website or  App. 

‍25.2 Delivery 
‍(a) Communications take effect from the time they are received or taken to be  received under clause 25.2(b) (whichever happens first) unless a later time is  specified in the communication. 
(b) Communications are taken to be received: 
(i) if sent by email: when we receive an automated message confirming delivery; or 4 hours after the time sent (as recorded on the device from which we sent the email) unless we receive a delivery failure receipt; 
(ii) if delivered via other electronic means, 24 hours after we send it; and
(iii) if posted on the Website or App, at the time of posting.  
(c) Your notices and communications are effective when we actually receive them  in legible form. If that occurs after 5:00pm in the place of receipt or on a non Business Day, the relevant notice or communication is taken to be received at  9.00am in that place on the next Business Day and takes effect from that time  unless a later time is specified. 

‍25.3 Notice to us 
‍Notices to us should be sent electronically to our support system at contact@Manerio. 

‍25.4 Digital signatures
‍Instructions and communications digitally signed and supported by a digital certificate have  the same validity, admissibility and enforceability as if signed in writing. Any notice or  communication that is digitally signed must comply with any Applicable Law. 

‍25.5 Electronic contracts 
‍You acknowledge and agree that you are satisfied that electronically executed  contracts are enforceable despite the legal risks associated with them. You agree not  to dispute the contents of any notice or communication sent by us using electronic  equipment. 

‍25.6 Client constitutes more than one person 
‍If an Account is established for more than one person in accordance with the  Agreement, notices and communications (including notices of any variation to the  Agreement and any statements (including any consolidated statements)) sent to the  email notified to us as the email for receipt of notices and other communications in  connection with the Agreement are taken to be given to all persons. 

‍25.7 Recording of communications 
‍Subject to any Applicable Law, you agree that we may, without further disclosure to, or  consent from, you: 
(a) record and monitor our correspondence with you or an Authorised Person (and  you confirm you are authorised to provide consent on behalf of the Authorised  Person); 
(b) use the recorded conversations, transcripts, messages or other records of  correspondence for its internal compliance purposes, in any dispute in  connection with the Agreement and in any other manner not prohibited by  Applicable Law; and 
(c) disclose such conversations, transcripts, messages or other records of  correspondence to any applicable regulatory authority, enforcement body or  agency, including tax authorities or as otherwise required by Applicable Law. 

‍25.8 Records 
‍(a) All records shown on or provided in connection with the Accounts or Services  are for your information only. These records are not binding on us or any other  person. 
(b) Notwithstanding anything to the contrary contained in the Agreement, in any  record should there be any inconsistency between: 
(i) the information (including any document but not any advice)  available on or via the Website or App, the internet or other electronic medium; and 
(ii) the information in our records, the information in our records will prevail unless there is a manifest error. 
(c) We may issue a further record if any previous one contained any errors or  omissions, in which case that further record will supersede any previous one  in all respects (unless it states otherwise). 

‍25.9 Governing law 
‍(a) Unless otherwise specified, the Agreement, your use of the Service or  Website are governed by the law in force in Lithuania 
(b) To the extent permitted by Applicable Law, the Agreement prevails to the extent  that it is inconsistent with Applicable Law. Any present or future law which  operates to vary the obligations of Manerio in connection with the  Agreement with the result that Manerio’s rights, powers or remedies are  adversely affected (including by way of delay or postponement) is excluded  except to the extent that its exclusion is prohibited or rendered ineffective by  Applicable Law. 

‍25.10 Submission to arbitration 
‍(a) To the extent permitted by law, you agree to waive your rights to a jury trial and  to have any dispute arising out of or related to the Agreement, the Exchange  and/or the Services resolved in court. Instead, for any dispute or claim that you  have against Manerio or relating in any way to the Agreement, the  Exchange and/or the Services, you agree to first contact Manerio and  attempt to resolve the claim informally by sending a written notice of your claim  (“Notice”) to us by email at https://maner.io/contact. The Notice must:  
(i) include your name, residence address, email address, and telephone  number;  
(ii) describe the nature and basis of the claim; and  
(iii) set forth the specific relief sought.  Our notice to you will be similar in form to that described above. If you and  Manerio cannot reach an agreement to resolve the claim within 30 days  after such Notice is received, then either party may submit the dispute to  binding arbitration in accordance with clause 25.10(c).  
(b) Unless otherwise specified and without limiting clause 25.10(a), any dispute,  controversy, difference or claim arising out of or relating to the Agreement,  including the existence, validity, interpretation, performance, breach or  termination thereof or any dispute regarding non-contractual obligations arising  out of or relating to the Agreement, the Exchange and/or Services will be  referred to and finally resolved by the court of Lithuania. 
(c) You and we agree that: 
(i) the law of this clause is Lithuanian law; 
(ii) the seat of arbitration will be Lithuania; 
(iii) unless you and we agree otherwise, the number of arbitrators will be  1 and that arbitrator must have relevant legal and technological expertise; 
(iv) if you and we do not agree on the arbitrator to be appointed in accordance to the court reglament;  
(v) the arbitrator may conduct only an individual arbitration and may not: 
(A) consolidate more than one individual’s claims;  
(B) preside over any type of class or representative proceeding; or  
(C) preside over any proceeding involving more than one individual; and  (vi) the arbitration proceedings will be conducted in Lithuanian 
(d) Any claim from you arising out of or related to the Agreement, the Exchange  and/or Services must be filed within one year after such claim arose.  Otherwise, the claim is permanently barred, which means that you will not have  the right to assert the claim 
(e) Without limiting clause 24.18, the arbitrator, Manerio, and you will maintain  the confidentiality of any arbitration proceedings, judgments and awards,  including all information gathered, prepared and presented for purposes of the  arbitration or related to the dispute(s) therein. The arbitrator will have the  authority to make appropriate rulings to safeguard confidentiality, unless the law  provides to the contrary. The duty of confidentiality does not apply to the extent  that disclosure is necessary to prepare for or conduct the arbitration hearing on  the merits, in connection with a court application for a preliminary remedy or in  connection with a judicial challenge to an arbitration award or its enforcement,  or to the extent that disclosure is otherwise required by law or judicial decision.  
(f) Notwithstanding any other provision of the Agreement, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal  relief) or equitable relief in any jurisdiction. 
(g) Without limiting clause 25.10(a), you agree that any dispute arising out of or  related to the Agreement, the Exchange and/or Services:  
(i) is personal to you and Manerio; and  
(ii) will be resolved solely through individual action, and will not be brought as  a class arbitration, class action or any other type of representative  proceeding.  
(h) Without limiting clause 23.12, if any portion of this clause 25.10 is found to be  unenforceable or unlawful for any reason:  
(i) the unenforceable or unlawful provision should be severed from these  Exchange Terms and Conditions; 
(ii) severance of the unenforceable or unlawful provision should have no  impact whatsoever on the remainder of this clause 23.12 or the parties’  ability to compel arbitration of any remaining claims on an individual basis  pursuant to this clause 23.12; and  
(iii) to the extent that any claims must therefore proceed on a class, collective,  consolidated, or representative basis, such claims must be litigated in a  civil court of competent jurisdiction and not in arbitration, and the parties  agree that litigation of those claims should be stayed pending the  outcome of any individual claims in arbitration.  Further, if any part of this clause 23.12 is found to prohibit an individual  claim seeking public injunctive relief, that provision will have no effect to  the extent such relief is allowed to be sought out of arbitration, and the remainder of this clause 23.12 will be enforceable. 

‍25.11 Serving documents 
‍Without preventing any other method of service, any document in an action may be  served on: 
(a) us by being delivered or left at the address details stated on the front page  of these Exchange Terms and Conditions; and 
(b) you by being delivered at the address last notified to us.