This document outlines the terms and conditions (“Terms”) that govern the use of the Services provided by Huacool. These Terms apply specifically to ramp Customers, Merchants, and End Users. By using our Services, you agree to these Terms and our Privacy Policy. If you do not agree to any part of these Terms, you are not permitted to use the Services. 

By accessing or using the Services, you expressly agree that you have read, understood, and accepted all of the terms and conditions contained in these Terms, as well as our Privacy Policy.

Please read these Terms carefully, as they set out the Terms on which Huacool will provide you the Services. Huacool provides the Services via a solution and as a single Application Programming Interface (“API”). Customers can use the solution or API to exchange Digital Assets for funds (crypto-to-fiat) or the exchange of funds for Digital Assets (fiat-to-crypto) or provide their Merchants and/or End Users with access to the Services. 

If you do not agree to any of these Terms or any subsequent modification to them, you will not be permitted to use the Product or Services, and your Account will be closed. 

NOTICE: Please read these Terms and the Privacy Policy carefully, as they govern your use of the Services. These Terms contain important information which affects your rights regarding the use of the Services. The Services are available only if you agree with these Terms. BY USING OUR SERVICES OR CLICKING "I ACCEPT" BELOW OR CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU CONFIRM THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS AND ANY OTHER TERMS AND CONDITIONS AND AGREEMENTS LINKED TO THESE TERMS.

If you accept these Terms on behalf of a company by accessing or using the Services or by clicking "Agree" below or clicking a box indicating your acceptance, you represent that you have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that company. If you do not have such authority or do not accept these Terms, then neither you nor the company will be permitted to use the  Services. We recommend that you retain a copy of these Terms for your records.

We may, at our sole discretion, change, amend, or revise these Terms from time to time and at any time. When we do so, we will post the updated Terms on the Website and revise the "Last Updated" date accordingly. Any changes to these Terms will be effective as of the date they are posted, and your continued access to or use of our Services after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you should not continue to access or use the Product or our Services.

It is your responsibility to understand and comply with all Applicable Laws concerning transactions with Digital Assets in your jurisdiction.

1. INTRODUCTION

1.1 These Terms constitute a binding agreement between you and Huacool, a private limited liability company incorporated in the Republic of Poland (registration no. 0001072178) on November 29, 2023, with its headquarters at UL.PIOTRKOWSKA NO.116,SUITE NO.52, LODZ,90-006,POLAND and the commercial trading name,  "Huacool".

1.9 For the purposes of this Agreement:

• Account: A Customer/Merchant/End User's registered profile with Huacool, used to access the Services.
• AML (Anti-Money Laundering): The checks and processes implemented by financial institutions and regulated entities to detect, prevent, and report money laundering activities. This includes transaction monitoring (for both fiat and Digital Assets), risk assessments, and adherence to Applicable Law.
• Applicable Law: All applicable laws, statutes, statutory instruments, rules, regulations, judgments, decrees, regulatory guidelines, codes of practice, or other requirements of regulatory authorities in any jurisdiction, as amended from time to time, and legally binding on a party.
• Business Day: means any day other than a Saturday, Sunday, or public holiday and the day on which banks are open for business.
• Chargeback/Fraud Recall: The reversal of a transaction or request for repayment in respect of a previously settled and/or remitted transaction initiated by the issuing bank, payment networks, payment service providers, or other financial institutions.
• Client: a natural or legal entity, verified under AML/CTF identification requirements as per local regulations, that uses Huacool Services and/or has entered into a business services agreement with Huacool.
• Customer/you/your: Collectively, Clients, Merchants, and End Users who receive the Services.
• CTF (Counter-Terrorist Financing): Laws and regulations that aim to prevent the financing of terrorism and terrorist-related activities.
• Digital Assets: Includes stablecoins, such as USDT and USDC, cryptocurrencies, and digital tokens, and other cryptocurrencies.
• EDD (Enhanced Due Diligence): Additional measures and scrutiny applied to high-risk transactions or Customers to ensure compliance with AML/CTF requirements.
• End User: an individual or legal entity that is the end user of Huacool’s Services by Merchants who use the Services provided.
• KYB (Know Your Business): A process of identification under AML/CTF requirements, including additional checks, such as email age verification, internet profiling, adverse media screening, and sanctions screening.
• Merchant: A legal entity that has a contractual relationship with a Huacool Customer and which may be subject to AML/CTF identification requirements under Applicable Law, verified by either Huacool or the Customer.
• PEP (Politically Exposed Person): Individuals who are or have been entrusted with prominent public functions and are subject to enhanced due diligence requirements.
• Services: Huacool services related to its Ramp product, including, but not limited to: 
  • enabling our Clients to offer the exchange of fiat to crypto-assets (fiat-to-crypto “onramp”) and the exchange of crypto-assets to fiat (crypto-to-fiat “offramp”) to their Merchants and/or End Users; 
  • offering the exchange fiat-to-crypto and crypto-to-fiat directly to End Users; ;  
  • enabling our Clients to issue Huacool Wallet for themselves, their Merchants or their End Users; and
  • Huacool’s website, solution, and API.
• Huacool/us/we/our: refers to Cybersdogs VASP spzoo, the parent company, and future subsidiaries, including but not limited to whether currently operational or in the process of being established and made operational. Huacool may act through any of its subsidiaries in the provision of the Services.
• Huacool Wallet: A custodial digital wallet offered by Huacool for the purpose of storing and managing Digital Assets. Huacool’s third-party service provider manages and holds the wallet’s End User’s private keys.

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DISCLAIMER: The risk of loss in trading or holding Digital Assets can be substantial. You should be aware that the price or value of Digital Assets, including, but not limited to, cryptocurrencies, digital tokens, and NFTs, can change rapidly, decrease, and potentially even fall to zero. Therefore, you should carefully consider whether trading or holding Digital Assets suits you in light of your financial circumstances.

You acknowledge that if you use your own custodial digital wallet not offered by Huacool to access the Services, Huacool is not responsible for and does not hold the private keys for your Digital Assets wallet or any other security information to access your Digital Assets and that Huacool is not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of private keys or other security information outside its control. If you use a Huacool Wallet, your use of that Huacool Wallet will also be subject to the Wallet & Earn Feature Terms & Conditions.

Every purchase and sale of Digital Assets is executed on and confirmed by the respective network of that Digital Asset. The confirmation process takes time (typically less than one hour, but potentially one day or more). An order is not complete until it is confirmed. Digital Assets associated with orders that are pending will be designated accordingly.

A transaction between a buyer and a seller occurs peer-to-peer on a public blockchain. We do not guarantee that you will receive your Digital Asset, as there are several reasons why transactions may fail. For example, network congestion, a technical blockchain issue, or another buyer completing a purchase of that Digital Asset before your transaction completes on the blockchain. If your transaction fails, Huacool will use reasonable efforts to facilitate a refund of any applicable fees.

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2. LEGAL RELATIONSHIP BETWEEN HUACOOL AND THE CLIENT

2.1 These Terms are between Huacool and you only, and do not grant enforcement rights to third parties. You acknowledge and agree that Huacool only has a contractual relationship  with you. Huacool disclaims all liability to your Merchants and End Users. 

2.2 However, these Terms set out requirements for not only you, but also any Merchants and End Users when using the Services. Where specific requirements apply only to a specific party, these Terms will make that clear. You acknowledge and agree that you are responsible for ensuring that Merchants and End Users comply with these Terms. 

2.3 As a service provider, we can transfer our rights in these Terms to any member of our Group without your consent. We will tell you if we do this. As these Terms are personal to you and we need to know details about your business when we provide Services to you, you cannot transfer your rights without our written consent.

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3. ACCOUNT CREATION

3.1 The typical Account creation journey involves Customer and Merchant onboarding, End User Account creation with Huacool (including KYC and compliance checks), transaction initiation by the End User, price confirmation, order execution, payment processing, and delivery of Digital Assets or fiat funds. Huacool facilitates the exchange and, where applicable, converts local currency to stablecoins offline. These Services may also include facilitating the custodial storage of Digital Assets through a Huacool Wallet, subject to the Customer/End User's request. 

3.2 To use the Services, you must create an Account. To register as an End User for the first time, you will be required to submit certain personal information, such as your name, email address, contact number, street address, and zip code if you are an individual. For business End Users, we need the registered name, email address, business registration date, and registration number of the company. We may also request additional documentation to verify your date of birth, identification number (such as a social security number), and country of residence/nationality as part of our customer due diligence requirements. If we are unable to authenticate your identity, you may not have access to our Services. By creating an Account, you represent and warrant that all information you provide is accurate, current, and complete, and you agree to maintain and promptly update your End User information as necessary.

3.3 By creating an Account, you represent and warrant that you: (a) are at least 18 years of age or of legal age to form a binding contract under Applicable Law, beyond which Huacool restricts the usage of the End User.; (b) are an individual, legal person, or other organization with the full legal capacity and authority to enter into these Terms; and (c) have not previously been suspended or removed from using our Services.

3.4 You authorize us, directly or through third-party service providers, to make any inquiries we deem necessary to validate your information. This may include requesting further information and/or documentation regarding your use of the Services or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number, or bank accounts, credit or debit cards, digital wallets, payment accounts (e.g. local wallets), prepaid cards or other financial assets used for transactions, and verifying your information against third-party databases or through other sources.

3.5 We reserve the right to reject your application to create an Account or to terminate an existing Account, for any reason, at our sole discretion, subject to Applicable Law. However, the termination of your Account will not affect any rights you may have related to your Digital Assets held in a Huacool Wallet, any other custodial wallet, or your self-custody wallet.

3.6 You must not impersonate any other person or entity to access our Services as an End User or access the Account of any other End User without that person’s prior permission. You must not create any Accounts by automated means or under false or fraudulent pretenses.

3.7 You agree that you will use the Services only in a manner that complies with all Applicable Laws and that you are solely responsible for any improper or unlawful activity in connection with the registration or use of your Account, including any misrepresentations made in connection with the creation of your Account.

3.8 We will share your information and transaction details with third-party service providers who fulfill transaction requests in accordance with our Privacy Policy.

3.9 You are responsible for maintaining the security of your Account. If you become aware of any unauthorized use of your Account credentials for our Services, you must immediately notify us at royalbird@huacool.com.

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4. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE

4.1 Huacool adheres to high standards of compliance with policies and procedures designed to prevent money laundering, criminal activities, market abuse, and conflicts of interest. All Huacool employees are committed to the highest ethical standards.

4.2 The use of our Services is subject to transaction thresholds that apply to the volume you may transact or transfer within a given period (e.g., per transaction limit, daily transaction limit, or monthly transaction limit). You can view your specific transaction limits by logging into your Account. These limits may vary depending on your payment method, geography, KYC levels, and other factors, as determined by Huacool’s internal risk assessment and compliance policies. We reserve the right to modify applicable limits as we deem necessary to comply with our risk management and regulatory obligations. If you wish to request an increase to your transaction limits beyond the posted amounts, you may submit a request to royalbird@huacool.com.

4.3 We may require you to submit additional information about yourself and provide supporting documentation if you request an increase to your transaction limits. Huacool, in its sole discretion, may refuse to grant an increase to your limits, or we may lower your limits at a later time, even if you have previously completed EDD.

4.4 Our compliance program is based on the following pillars:

• Know Your Customer (KYC) and Know Your Business (KYB): We conduct KYC/KYB checks to determine if any Customers, Merchants, or End Users are subject to sanctions, are PEPs, or have any adverse media reporting.
• Transaction Monitoring: All fiat transactions are monitored for potential AML risks across all payment methods. This monitoring covers risks associated with geographic location, transaction size, and Customer behavior. All Digital Asset transactions are monitored for risks related to sanctioned jurisdictions, dark web activity, child abuse, compromised assets, or other criminal activity. For Digital Asset transaction monitoring, we employ a range of rules to assess transaction hash and Digital Asset wallet risks.
• Fraud Monitoring: Our fraud monitoring processes include name matching, internet and social media risk profiling, device and IP checks, transaction behavior analysis, and browsing behavior checks.
• Travel Rule Compliance: We comply with travel rule Compliance, and are working on expanding the control to all geographies
• Data Storage and Management: Data, including payer and recipient information, payment methods, transaction details, and browsing behavior, are stored in local clouds in accordance with applicable data localization requirements.

4.5 Our compliance processes also include:

• Risk limits on Customers, Merchants, and End Users, such as per-transaction, and daily and monthly transaction limits.
• Prohibitions on certain business types: For a current and complete list of prohibited business types, please refer to Huacool’s FAQ, which is subject to change.
• EDD requirements for Customers presenting a higher risk, which may involve requests for additional documents and verification. High-risk businesses include but are not limited to: (a) custodial crypto-asset services; (b) other non-custodial crypto-asset services; (c) money services/payments/other financial services; (d) licensed gambling services; and (e) any Customer with a PEP beneficial owner.
•  Prohibited Jurisdictions: For a current list of prohibited jurisdictions, please refer to Huacool’s internal FAQ, which is subject to change.

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5. PURCHASE, SALE, AND TRANSFER OF DIGITAL ASSETS 

5.1 The Services involve the following regulated Crypto-asset Service Provider services:

• Exchange of crypto-assets for funds: This service is provided when a Customer exchanges Digital Assets for fiat funds or vice versa. A Customer exchanges fiat funds for crypto-assets

• Exchange of crypto-assets for other crypto-assets: This service is provided when a Customer exchanges one type of Digital Asset for another.
• Custody and administration of crypto-assets on behalf of Clients: This service is provided when a Customer uses a Huacool Wallet to hold Digital Assets.

5.2 Huacool acts as an intermediary facilitating these exchanges when the End User is a Client/Merchant/End User of the Client. By agreeing to these Terms, you, the Client, authorize Huacool to execute transactions on your behalf in accordance with your instructions. These transactions are executed individually on a per-order basis.

5.3 For each transaction using our Services, you will be required to: (a) provide all relevant transaction information, including fiat currency, Digital Asset type, transaction value, sender information, and recipient information; (b) provide fiat account information, which may include bank account, credit card, debit card, or other payment method details, such as identification numbers and associated details; (c) indicate whether you are making a one-time transaction; and (d) provide the relevant Digital Asset wallet address.

5.4 We charge a fee for using our Services, which may be a percentage of the Digital Asset purchase price or a fixed fee (the “Fee”). The applicable Fee will be displayed to you before you confirm the transaction.

5.5 While we provide a price indication for the Digital Asset being purchased, we do not control the entire transaction process. The final price may differ from the indicated price due to factors such as network fees, foreign exchange conversion rates, and market fluctuations.

5.6 The following table outlines estimated processing times for different payment methods:

Payment Method

Estimated Processing Time

Bank transfer

Up to 3 business days

E-wallet transfer

Up to 3 business days

Card payments

A few minutes to a few hours

DISCLAIMER: While Huacool strives to process payments within the usual processing times, circumstances beyond our reasonable control, such as banking system issues or regulatory checks, may cause delays. Huacool will use reasonable efforts to minimize such delays and keep you informed, but will not be liable for any resulting loss or inconvenience, provided we have acted in good faith and with reasonable care.

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6. CANCELLATIONS AND REFUNDS

6.1 Except as expressly provided herein, all transactions are final and non-refundable. Once an order for the purchase or sale of Digital Assets is executed, it cannot be canceled or reversed.

6.2 Due to the volatile nature of Digital Asset markets, orders cannot be recalled or retrieved under any circumstances once executed.

6.3 Upon delivery of the Digital Assets to your designated wallet or the fiat funds to your designated account, Huacool's obligations to you are fully discharged, and you will have no further claim or right against Huacool related to that specific transaction.

6.4 In the event of a name mismatch or other compliance issue identified by Huacool or its third-party service providers, Huacool may cancel the order and issue a refund. In such cases, Huacool will deduct any fees incurred by Huacool for the transaction and refund the remaining balance to the original source of funds.

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7. RESPONSIBILITIES AND OBLIGATIONS

7.1 HUACOOL’S RESPONSIBILITIES AND OBLIGATIONS

•  COMPLAINTS, ISSUES, AND DISPUTE HANDLING
  • Huacool is responsible for handling any complaints, issues, or disputes arising from the Services that a Client  raises directly with us.
  • The primary port of call for addressing complaints, issues or disputes from Merchants and End Users is the entity that is the first port of Account creation and KYC/KYB. In instances where Huacool is not the first port of Account creation and KYC/KYB, the Client or Merchant will manage End Users’ complaints, issues or disputes arising in respect of the Services, and direct those to Huacool where we need to address issues. 

• AML DUE DILIGENCE - Huacool'S RESPONSIBILITIES

Compliance Checks: Huacool is responsible for conducting compliance checks on Customers, Merchants, and End Users subject to whether Huacool was the first port of Account creation and KYC/KYB and/or the Business Services Agreement between Huacool and the Client. These checks include, but are not limited, to:

• KYC/KYB verification
• Internet profiling
• Sanctions, PEP, and adverse media screenings
• Transaction monitoring on the fiat and the Digital Asset legs of transactions
• Device and behavior biometrics
• Email age checks
• Wallet self-certification, where applicable
• Name matching with IBAN name validation on bank transfers

The specific responsibilities above are subject to the responsibilities agreed upon in the  Business Services Agreement between the Customer and Huacool. 

Accountability: Huacool reserves the right to hold Customers accountable for any breach of these Terms or any other terms, rules, and policies of Huacool, or any non-compliance arising from their Merchants' or End Users' actions.

7.2. CLIENT’S RESPONSIBILITIES AND OBLIGATIONS

You acknowledge and agree to adhere to all obligations and responsibilities arising out of these Terms, including, but not limited to:

• AML Due Diligence: You remain responsible for all AML due diligence obligations, including:
  • Ensuring that end-to-end KYB/KYC/AML processes are conducted on your Merchants,  and End Users as required by Applicable Law at the time of transaction processing.
  • Conducting reasonable monitoring to ensure that the KYC information and documents you maintain for your Merchants, and that your Merchants maintain for their End Users, are up-to-date and in compliance with Applicable Law.
  • Conducting sanctions and adverse media screenings on your Merchants and End Users. If any Merchant, or End User fails such screening, you must ensure that they are not allowed to access any Services or submit any transactions to Huacool.
  • Notifying Huacool within three (3) Business Days if you become aware that any Merchant, or End User has failed any AML/KYB/KYC due diligence check.
  • Providing us with the information required for Merchant due diligence as required by Applicable Law, our policies and procedures, or as requested by third parties, including third-party service providers, within three (3) business days.
  • Maintaining accurate and up-to-date records of all transactions and related compliance documents and providing them to Huacool upon request within three (3) business days.
  • Ensuring that your Merchants, where applicable, are responsible for conducting all KYC/AML processes on their End Users, and will:
    • Apply sanctions and adverse media screening on End Users.
    • Apply End User device and behavior biometric checks, where applicable.
    • Ensure their End Users are aware that they must safeguard any Huacool Account details, including their User ID and password.
    • Monitor the number of transactions and various thresholds/limits and ensure they are subjected to EDD for AML and CTF purposes.
• Compliance with Terms and Applicable Law: You will ensure that you, your Merchants, and their End Users comply with the requirements in these Terms and Applicable Law.
• Monitoring and Enforcement: You must actively monitor your Merchants' activities and take appropriate measures to address any non-compliance or illegal activities.
• No Contractual Relationship with Huacool: You must ensure that Merchants and End Users are made aware of and acknowledge that they have no contractual relationship with Huacool. Any claims or issues arising from their use of these Services are directed to, handled, and resolved by you. Huacool is not liable for any damages, costs, or losses incurred by you or them.
• Risk Acknowledgement: You must ensure that Merchants  and End Users are made aware of and acknowledge the risks of using our Services, as set out in Section 18 ("Disclaimers").
• Licenses and Registrations: You, your Merchants and their End Users, as applicable, must have all necessary licenses and registrations.
• KYB and AML Compliance: Before accessing and using our Services, you must complete and comply with Huacool's KYB and AML procedures.
• Updating KYC/KYB Information: You are required to promptly update your KYC/KYB information if there are any changes to your business structure, ownership, financial status, products and/or services, processing arrangements, regulatory licenses and registrations, or contact details. You must also cooperate with any periodic reviews or audits conducted by Huacool.
• Accurate Account Information: When setting up your account with Huacool, you must provide accurate, complete, and up-to-date information.
• Accurate Transaction Details: When using our Services, you must ensure that all transaction details provided by you, Merchants, and End Users are correct and complete.
• Understanding and Adhering to Applicable Law: It is your responsibility to understand and adhere to Applicable Law requirements pertinent to your industry and jurisdiction.
• Security Measures: You must implement and maintain adequate security measures to safeguard your Account credentials, transaction data, and any other sensitive information.
• Notification of Suspicious Activity: You are required to promptly notify Huacool of any suspected unauthorized use of your Account, discrepancies in transactions, or other security concerns.

7.3. MERCHANT RESPONSIBILITIES AND OBLIGATIONS

You must ensure that Merchants using Huacool's Services accept and acknowledge the following responsibilities:

• AML/KYC Due Diligence: Conducting AML/KYB/KYC checks on End Users as applicable, in accordance with Applicable Law.
• Adherence to Customer's Terms & Conditions: Complying with all terms and conditions set forth by the Customer, including any rules, policies, or procedures established for the use of Huacool’s Services.
• Compliance with Applicable Law: Complying with all Applicable Law and industry standards in their respective jurisdictions.
• Accuracy of Information: Ensuring that all information provided to Huacool, and/or Customer is complete, accurate, and up-to-date.
• Conduct and Activities: Conducting activities in an ethical manner and refraining from fraudulent, illegal, or unethical practices.
• Responsibilities for Transactions: Ensuring that all transactions initiated through their Merchant account are accurate and properly authorized.
• Security and Confidentiality: Taking appropriate measures to safeguard Account credentials and any sensitive information.
• Additional Responsibilities: Cooperating with any audits or reviews conducted by the Customer or Huacool.

7.4. END USER RESPONSIBILITIES AND OBLIGATIONS

You must ensure that End Users using Huacool's Services accept and acknowledge the following responsibilities:

• Accurate Information: Providing accurate, complete, and up-to-date information when using Huacool’s Services.
• Compliance with Laws and Regulations: Complying with all Applicable Laws and ensuring that their use of Huacool’s Services does not involve or facilitate any illegal, unethical, or prohibited activities.
• Security and Confidentiality: Securing their Account credentials and any other sensitive information related to their transactions.
• Transaction Validity: Ensuring that all transactions they receive through Huacool are properly authorized and intended.
• Responsibilities for Compliance: Understanding and complying with any legal obligations that apply to their use of Huacool’s Services.
• Additional Responsibilities: Respond promptly to any communication or requests for information from Huacool, the Merchant, or the Customer regarding their transactions or Account.

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8. OUR RIGHTS

We reserve the following rights, which are not obligations of Huacool: (a) to modify, substitute, eliminate, or add to any of our Services where such changes are necessary due to legal, regulatory, security, or operational requirements, with reasonable notice provided to you where feasible; (b) to suspend or terminate the Account of any Customer who violates these Terms, provided that the Customer also has the right to terminate their Account in accordance with these Terms; (c) to review, modify, filter, disable, delete, and remove any and all content and information from the Product; (d) to automatically update and download any software provided on or through the Product; (e) to cooperate with any law enforcement, court, or government investigation or order, or any third party requesting or directing that we disclose information or content that you provide; and (f) to display advertising and promotions, which may be targeted to certain Customers or portions of the Services based upon queries made or preferences indicated and may not be identified as paid advertisements or promotions.

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9. CONDUCT

9.1 By way of example, and not as a limitation, you shall not:

(a) breach these Terms or any other terms and conditions, and any agreement incorporated by reference herein;

(b) violate any Applicable Law, statute, ordinance, or regulation;

(c) infringe any Huacool’s intellectual property (IP) or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy;

(d) create or maintain more than one Account for yourself without our express written authorization, including, but not limited to, using a name that is not your own, using a temporary email address or phone number, or providing any other falsified personal information;

(e) act in any way that is unlawful, libelous, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable (including, without limitation, displaying any content on our solution or APIs or using our Services to transmit content that contains any hate-related or violent content);

(f) provide false, inaccurate, or misleading information;

(g) send or receive Digital Assets that could reasonably be believed (by us or by others) to have been potentially fraudulently acquired;

(h) use our Services or the services of our partners and/or customers in a manner that results in or may result in complaints, disputes, claims, reversals, Chargebacks, fees, fines, penalties, or losses to us or any of our partners;

(i) distribute or facilitate the distribution of viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature, or otherwise interfere with, circumvent, disable, or attempt to interfere with, circumvent, or disable the solution or APIs, or our Services, the proper working of the solution or APIs or our Services, security features of the solution or APIs, or our Services, or the equipment connected to the solution or APIs or our Services;

(j) take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers;

(k) transmit or otherwise make available through our Services any unsolicited commercial messages (i.e., spam), junk mail, pyramid schemes, chain letters, or similar materials or information;

(l) interfere with other Customer's enjoyment of our Services;

(m) exploit our Services for any unauthorized commercial purpose;

(n) reformat or frame any portion of the solution or APIs, or Services;

(o) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of our solution or APIs or content on our Services, or to collect information about our Customers for any unauthorized purpose;

(p) use any metatags or any other “hidden text” using any of our marks;

(q) access or use our Services for the purpose of creating a product or service that is competitive with any of our products or services, including, without limitation, our Services; or

(r) engage in any other activity that we, at our sole discretion, deem to be harmful to Huacool, our Customers, or our business.

9.2 If you engage in any of the activities prohibited by Section 9.1, we may, at our sole and absolute discretion, without notice to you and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your Account and/or prevent you from accessing our Services. If we prevent you from accessing our Services, you will be responsible for all losses that result from that suspension or termination. You are further prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms.

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10. TERMINATION

Subject to your compliance with these Terms and all Applicable Laws, you may terminate your acceptance of these Terms at any time by ceasing to be a Customer with us and discontinuing all access to and use of our Services by sending us an email at royalbird@huacool.com. We, at our sole discretion and for any reason or no reason, may terminate your acceptance of these Terms and suspend and/or terminate your Account and access to all or any portion of our Services, subject to Applicable Law. Any suspension or termination of your access to your Account and/or our Services may be without prior notice, and we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of our Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you may have posted in connection with our Services or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

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11. INTELLECTUAL PROPERTY OWNERSHIP

11.1 We retain all rights, title, and interest in all of our intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, visual interfaces, graphics, designs, systems, services, "look and feel," organization, compositions, formulae, techniques, information, and data (collectively, the "Huacool IP"). The Huacool IP is protected by copyright, trade dress, patent, and trademark laws, international conventions, and other relevant intellectual property and proprietary rights and applicable laws. You may not use any of the Huacool IP for any reason without our prior written consent. We reserve all rights in and to the Huacool IP not expressly granted to you in these Terms.

11.2 We hereby grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access the material on the solution or APIs for non-commercial use only, subject to and conditioned on your continued compliance with these Terms. This license is granted solely to allow you to visit the solution or APIs and to use our Services as permitted by these Terms, and you agree not to remove, alter, or obscure any proprietary notices provided in or with the material on the Product or any other Huacool IP. You will not modify, alter, convert, adapt, clone, replicate, duplicate, copy, translate, reverse engineer, or otherwise manipulate any portion of our Services or the Huacool IP. All rights not expressly granted in these Terms are reserved.

11.3 You may choose to submit comments, bug reports, ideas, or other feedback about our Services, including, without limitation, suggestions for improving our Services (collectively, "Feedback"). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). If necessary under Applicable Law, you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

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12. THIRD-PARTY SERVICE PROVIDERS

12.1 Our Services, including the Huacool Wallet, operate through third-party service providers, which may require you to agree to separate agreements with them. You agree to comply with all applicable third-party terms of agreement when using our Services. We are not a party to those agreements, and we have no responsibility for the products and services provided by third parties. Nothing in these Terms creates a contractual relationship between you and our service providers. You acknowledge and agree that we are solely responsible for our Services and for providing maintenance and support services for our Services. Fees related to services offered by third-party operators (e.g., payment processors, exchanges) are governed by separate terms and conditions, as well as agreements between you and the respective third-party provider.

12.2 Our third-party service providers have no warranty obligations whatsoever with respect to our Services, including the Huacool Wallet, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of our Services to conform to any warranty provided by us, if any, will be our sole responsibility.

12.3 Our third-party service providers are responsible for addressing any claims relating to the services they provide to you in connection with our Services, including, but not limited to: (a) product liability claims; (b) any claim that the services fail to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer laws, privacy laws, or similar legislation; and (d) intellectual property claims.

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13. TAXES

The Customer alone is responsible for complying with all applicable laws in every jurisdiction related to the use of the Services, including, without limitation, any reporting obligations and payment of all applicable taxes. In addition, the Customer is responsible for determining, remitting, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your use of the Services.

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14. PROMOTIONS AND REFERRALS

We may, from time to time, operate contests, promotions, referral programs, or other similar activities (“Promotions and Referrals”) that may require you to submit material or information about yourself. Any Promotions and Referrals may be governed by separate rules that may contain certain eligibility requirements, such as restrictions on age or geographic location. You are responsible for reading all applicable rules relating to the Promotions and Referrals to determine whether you are eligible to participate. If you enter or participate in any Promotions and Referrals, you agree to abide by and comply with all rules of the respective Promotions and Referrals. All Promotions and Referrals will be optional, and you should not enter or participate in such Promotions and Referrals if you do not agree to abide by and comply with all applicable rules.

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15. USER REPRESENTATIONS AND WARRANTIES

By using our Services, you represent and warrant that:

15.1 Authority. You have all requisite power and authority to execute and deliver these Terms, to purchase and use our Services, and to carry out and perform your obligations under these Terms. If you are an individual, you are at least eighteen (18) years old and of sufficient legal age and capacity to purchase and use our Services. If you are an entity, you are duly organized, validly existing, and in good standing under the laws of your domiciliary jurisdiction and each jurisdiction where you conduct business.

15.2 No Conflict. The execution, delivery, and performance of these Terms will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of your governing documents, if applicable; (b) any provision of any judgment, decree, or order to which you are a party, by which you are bound, or to which any of your material assets are subject; (c) any material agreement, obligation, duty, or commitment to which you are a party or by which you are bound; or (d) any laws, regulations, or rules applicable to you.

15.3 No Consents or Approvals. The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person other than you.

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16. SANCTIONS

Your use of the Services is subject to international export controls and economic sanctions requirements. By sending, buying, or selling Digital Assets through the  Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Assets or use any of the  Huacool Services through the Services if:  

• You are located in, under the control of, or a national or resident of any jurisdiction designated by Huacool’s AML/KYC Policy as a sanctioned territory; or
• You intend to supply any acquired or stored Digital Assets or Huacool Services to a sanctioned jurisdiction (or a national or resident of a sanctioned jurisdiction) or a sanctioned person, as designated by Huacool’s internal risk assessment and compliance policies. For the most current list of sanctioned jurisdictions and persons, please refer to the AML/KYC Policy. 

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17. RECOVERY OF LOSSES

Huacool reserves the right to deduct from your Account or any balances held with Huacool any financial losses suffered due to your initiation of a Chargeback procedure with your bank, financial institution, or any other party. These losses may include, but are not limited to, administration fees levied by the card acquirer and card schemes, as well as the monetary value of the Digital Assets ordered or purchased.

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18. DISCLAIMERS

18.1 "AS IS" AND "AS AVAILABLE." YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICES IS AT YOUR SOLE RISK, AND THAT OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HUACOOL AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES, AND AGENTS (THE "COMPANY PARTIES") MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF THEM (INCLUDING, WITHOUT LIMITATION, OUR SERVICES OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR ACCESS TO OR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, RISK-FREE, OR FREE FROM ERROR, (C) USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE, (D) OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE OUR SERVICES WILL BE SAFEGUARDED.

18.2 PERSONAL RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO Huacool’S GROSS NEGLIGENCE. YOU WILL IMPLEMENT REASONABLE AND APPROPRIATE MEASURES DESIGNED TO SAFEGUARD ACCESS TO (A) ANY DEVICE ASSOCIATED WITH YOU AND UTILIZED IN CONNECTION WITH YOUR PURCHASE OR USE OF OUR SERVICES; AND (B) ANY OTHER USERNAME, PASSWORDS, OR OTHER LOGIN OR IDENTIFYING CREDENTIALS.

18.3 THIRD-PARTY SERVICE PROVIDERS DISCLAIMER. Huacool FACILITATES THE CREATION AND MANAGEMENT OF Huacool WALLET FOR USERS AND END USERS THROUGH THIRD-PARTY SERVICE PROVIDERS, WHO ARE SOLELY RESPONSIBLE FOR KEY MANAGEMENT, WALLET SECURITY, AND COMPLIANCE WITH APPLICABLE REGULATIONS RELATED TO WALLETS. Huacool IS NOT LIABLE FOR ANY LOSSES ARISING FROM WALLET SERVICES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS, INCLUDING KEY MANAGEMENT FAILURES, AS THEY ARE SOLELY RESPONSIBLE FOR THE MANAGEMENT AND SECURITY OF THE Huacool WALLET. Huacool DISCLAIMS ALL LIABILITY FOR ANY LOSS, BREACH, OR FAILURE ARISING FROM THE THIRD-PARTY SERVICE PROVIDER’S MANAGEMENT OF  Huacool WALLET. THE CUSTOMER INDEMNIFIES AND HOLDS Huacool HARMLESS AGAINST ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE THIRD-PARTY SERVICE PROVIDER’S FAILURE TO PERFORM ITS WALLET RESPONSIBILITIES.

18.4 RISK DISCLOSURES, ASSUMPTION OF RISKS, AND RELEASE OF Huacool. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Huacool SHALL NOT BE LIABLE FOR ANY RISKS INHERENT IN THE SERVICES OR RELATED TRANSACTIONS, INCLUDING WALLET TRANSACTIONS, THAT MAY BE INCURRED BY THE END USER OR THE CUSTOMER AND THEIR MERCHANTS AS A RESULT THEREOF. THE END USER, CUSTOMER, AND THEIR MERCHANT  AGREE TO AND DO HEREBY: (I) RELEASE Huacool FROM ANY AND ALL LIABILITY RELATED TO OR ARISING FROM RISKS INHERENT IN THE SERVICES AND RELATED TRANSACTIONS, INCLUDING WALLET TRANSACTIONS, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (II) ASSUME ALL RISKS INHERENT IN THE SERVICES AND RELATED TRANSACTIONS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

• THE RISK THAT ANY THIRD-PARTY SERVICE PROVIDERS OF Huacool CEASE TO OPERATE, RENDERING A TRANSACTION IMPOSSIBLE AND ENTIRELY WITHOUT USE.
• THE MARKET FOR DIGITAL ASSETS MAY COLLAPSE WITHOUT WARNING OR DISCERNIBLE LOGIC.
• THERE IS A RISK THAT CHANGES IN APPLICABLE LAW COULD ADVERSELY AFFECT THE CUSTOMER’S RIGHT TO LEGALLY USE, TRANSFER, EXCHANGE, AND/OR OBTAIN VALUE FROM DIGITAL ASSETS. IT MAY BE ILLEGAL, NOW OR IN THE FUTURE, TO OWN, HOLD, SELL, OR USE DIGITAL ASSETS IN ONE OR MORE COUNTRIES.
• TRANSACTIONS IN DIGITAL ASSETS ARE, AS A RULE, IRREVERSIBLE. CONSEQUENTLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS ARE GENERALLY NOT RECOVERABLE. ONCE A TRANSACTION HAS BEEN RECORDED ON THE APPROVED NETWORK, IT IS NOT REVERSIBLE. THE CUSTOMER ACKNOWLEDGES THAT IT IS POSSIBLE THAT, THROUGH COMPUTER OR HUMAN ERROR OR THROUGH THEFT OR FRAUD, DIGITAL ASSETS COULD BE TRANSFERRED IN INCORRECT AMOUNTS OR TO UNAUTHORIZED THIRD PARTIES.
• SOME TRANSACTIONS SHALL BE DEEMED TO BE MADE WHEN RECORDED ON THE APPROVED NETWORK, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE CUSTOMER INITIATED THE TRANSACTION.
• DIGITAL ASSETS MAY BE TARGETS OF FRAUD AND CYBER-ATTACKS. ON DEVICES AND WALLETS, SUCH FRAUD AND ATTACKS CAN RESULT IN TOTAL LOSS TO THE CUSTOMER. IN THE WALLET, Huacool MAKES COMMERCIALLY REASONABLE EFFORTS TO VERIFY THAT THE CUSTOMER IS THE TRUE INITIATOR OF TRANSACTIONS, BUT WHERE THE CUSTOMER’S ACCOUNT IS COMPROMISED, SUCH EFFORTS MAY FAIL AND COULD RESULT IN TOTAL LOSS OF DIGITAL ASSETS IN THE WALLET. ATTACKS ON Huacool MAY ALSO RESULT IN UNPLANNED AND SIGNIFICANT UNSCHEDULED DOWNTIME DURING WHICH TRANSACTIONS WILL NOT BE EXECUTED. ABSENT FRAUD OR INTENTIONAL WRONGDOING ON THE PART OF Huacool, Huacool SHALL NOT BE LIABLE FOR CUSTOMER LOSSES ON ACCOUNT OF ANY OF THE FOREGOING CIRCUMSTANCES OR COMPROMISED ACCOUNT CREDENTIALS. AS A GOOD FAITH HOLDER OF DIGITAL ASSETS IN THE WALLET, THERE IS A RISK THAT THE CUSTOMER WILL LOSE POSSESSION THEREOF IF Huacool DETERMINES THAT IT WAS PREVIOUSLY TRANSFERRED BY FRAUDULENT MEANS OR TRANSFERRED OTHERWISE IN VIOLATION OF THIS AGREEMENT, EVEN IF THE CUSTOMER HAD NO PART IN THE WRONGDOING.
• THE SERVICES AND DIGITAL ASSETS RELY ON THE INTERNET, WHICH INCLUDES THIRD-PARTY HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS, ALL OF WHICH MAY SUFFER COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS, OR DELAYS THAT MIGHT AFFECT THE CUSTOMER’S ABILITY TO ACCESS AND USE SERVICES SUCH AS THE ACCOUNT AND WALLET.

THE CUSTOMER SHALL ENSURE THAT ALL MERCHANTS AND END USERS CARRY OUT THEIR OWN INDEPENDENT ANALYSIS AND ASSESSMENT OF THE RISKS SPECIFIC TO THE SERVICES AND RELATED TRANSACTIONS.

18.5 LIMITATIONS ON THE SCOPE OF OUR SERVICES:

• OUR SERVICES DO NOT INCLUDE INVESTMENT ADVICE, PERSONAL RECOMMENDATIONS, OR ANY FORM OF GUIDANCE ON THE MERITS OR SUITABILITY OF ENGAGING IN ANY FOREIGN EXCHANGE TRANSACTION OR SERVICE.
• WE DO NOT PROVIDE ANY REPRESENTATIONS, ASSURANCES, OR GUARANTEES AS TO THE SUITABILITY OR APPROPRIATENESS OF ANY OF OUR SERVICES FOR YOUR SPECIFIC NEEDS.
• YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ANY LEGAL, ACCOUNTING, FINANCIAL, OR TAX ADVICE YOU MAY REQUIRE TO DETERMINE WHETHER ANY FOREIGN EXCHANGE TRANSACTION OR SERVICE IS SUITABLE FOR YOUR REQUIREMENTS OR THE REQUIREMENTS OF YOUR BUSINESS.
• ANY INFORMATION PROVIDED TO YOU IN RELATION TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MARKET INFORMATION, RESEARCH FORECASTS, OR OTHER DATA SHARED WITH YOU REGARDING ANY PROPOSED TRANSACTION OR OTHERWISE, IS FOR INFORMATIONAL PURPOSES ONLY. SUCH INFORMATION IS NOT INTENDED TO BE RELIED UPON AS FINANCIAL OR PROFESSIONAL ADVICE FOR PLACING AN ORDER OR ENTERING INTO ANY FOREIGN EXCHANGE TRANSACTION OR SERVICE.
• INSOFAR AS IS PERMISSIBLE UNDER APPLICABLE LAWS AND REGULATIONS, Huacool DOES NOT OWE YOU ANY FIDUCIARY DUTY OR SIMILAR OBLIGATION UNDER THIS AGREEMENT.
• THE FOREIGN EXCHANGE RATES USED FOR THE PURPOSES OF PROVIDING THE SERVICES WILL BE DETERMINED BY Huacool AND MAY INCLUDE OUR COSTS, FEES, AND CHARGES. THESE RATES MAY DIFFER FROM PUBLISHED INTERBANK RATES OR OTHER PUBLICLY AVAILABLE BENCHMARKS.

18.6 RISK DECLARATION:

• THE CUSTOMER AND ITS MERCHANTS SHALL PROVIDE ALL END USERS WITH A CLEAR AND CONSPICUOUS NOTICE OUTLINING THE RISKS ASSOCIATED WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT. SUCH NOTICE SHALL INCLUDE, BUT NOT BE LIMITED TO, THE INHERENT RISKS INVOLVED IN FOREIGN EXCHANGE TRANSACTIONS, INCLUDING MARKET VOLATILITY, CURRENCY FLUCTUATIONS, AND POTENTIAL LOSSES.
• THE CUSTOMER AND ITS MERCHANTS SHALL ENSURE THAT ALL END USERS ARE INFORMED THAT FOREIGN EXCHANGE TRANSACTIONS ARE HIGH-RISK FINANCIAL PRODUCTS.

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19. LIMITATION OF LIABILITY

19.1 YOU UNDERSTAND AND AGREE THAT NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 YOU UNDERSTAND AND AGREE THAT Huacool WILL NOT BE LIABLE AND DISCLAIMS ALL LIABILITY TO YOU IN CONNECTION WITH ANY FORCE MAJEURE EVENT, INCLUDING ACTS OF GOD; LABOR DISPUTES OR OTHER INDUSTRIAL DISTURBANCES; ELECTRICAL, TELECOMMUNICATIONS, HARDWARE, SOFTWARE, OR OTHER UTILITY FAILURES; SOFTWARE OR SMART CONTRACT BUGS OR WEAKNESSES; EARTHQUAKES, STORMS, OR OTHER NATURE-RELATED EVENTS; PANDEMICS; BLOCKAGES; EMBARGOES; RIOTS; ACTS OR ORDERS OF GOVERNMENT; ACTS OF TERRORISM OR WAR; TECHNOLOGICAL CHANGE; AND CHANGES IN INTEREST RATES OR OTHER MONETARY CONDITIONS.

19.3 YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF OUR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS AND CONDITIONS IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LOWER.

19.4 YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE OUR SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN Huacool AND YOU.

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20. NO RESPONSIBILITY FOR TRANSACTIONS WITH THIRD-PARTY PARTNERS

We are not responsible for any transaction between you and third-party providers with whom we partner. If a third-party provider fails to complete a purchase on your behalf on time or in the correct amount, or if any loss occurs with respect to any transaction conducted through a third-party provider, we will not be liable for your losses or damages.

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21. INDEMNIFICATION

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless and reimburse the Company Parties from and against any and all actions, proceedings, claims, damages, demands, and actions (including without limitation fees and expenses of counsel), incurred by a Company Party arising from or relating to:

(a) your use of the Product, Website, or our Services;

(b) your responsibilities or obligations under the Terms;

(c) your breach of or violation of the Terms;

(d) any inaccuracy in any of your representations or warranties;

(e) your violation of any rights of any other person or entity, including any proprietary or privacy rights;

(f) your violation of any law or regulation; and/or

(g) any of your acts or omissions that are negligent, unlawful, or constitute willful misconduct.

(h) any violation of these Terms by yourself, your Merchants, or End Users.

Huacool reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section 21. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Huacool.

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22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 These Terms are governed by and construed in accordance with the laws of Poland.  

22.2 All disputes arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Poland International Arbitration Centre (“PIAC”) under the Arbitration Rules of the Poland International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and shall be appointed by Huacool. The law governing this arbitration clause shall be Poland law. The seat and venue of the arbitration shall be Poland. The language of the arbitration shall be English.  

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23. EXTERNAL SITES

The solution or APIs or our Services may include hyperlinks or redirect you to other websites or resources (collectively, "External Sites") that are provided solely as a convenience to you. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products, services, or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage that may be incurred as a result of the availability or unavailability of the External Sites or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products, services, or other materials on, or made available from, any External Sites.

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24. ENTIRE AGREEMENT

These Terms, including the Privacy Policy, Business Services Agreement (where applicable) and any other terms and conditions referenced herein constitute the entire agreement between you and Huacool with respect to the subject matter hereof, including the Services. These Terms, including the Privacy Policy, supersede all prior or contemporaneous written and oral agreements, communication, and other understandings relating to the subject matter of the Terms. These Terms do not alter any agreement you may have with any of our third-party service providers but shall supersede any such agreements in the event of a conflict between these Terms and any agreement with third-party service providers.

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25. DATA PROTECTION AND PRIVACY POLICY

Our Privacy Policy, which is incorporated herein by reference, describes how we collect, use, store, and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy. We are committed to keeping your personal information safe and processing it in accordance with applicable data protection legislation. Please review our Privacy Policy to understand how we use and protect the information you provide to us.

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26. CONTACT INFORMATION

If you have any feedback, questions, or complaints, you may contact us via our contacts on our website or at royalbird@huacool.com.