USER AGREEMENT

November 2024

IMPORTANT! PLEASE READ THIS DOCUMENT CAREFULLY. THIS DOCUMENT SHALL BECOME LEGALLY BINDING TO YOU UPON MARKING “I AGREE TO THE USER AGREEMENT AND PRIVACY POLICY” CHECKBOX. IF THERE IS ANYTHING IN THIS DOCUMENT WHICH YOU DO NOT UNDERSTAND, PLEASE CONTACT US. IF THERE IS ANYTHING IN THIS DOCUMENT WITH WHICH YOU DO NOT AGREE, PLEASE DO NOT MARK “I AGREE TO THE USER AGREEMENT AND PRIVACY POLICY” CHECKBOX.

YOU SHOULD BE AWARE THAT THE RISK OF LOSS RELATING TO VIRTUAL ASSETS CAN BE SUBSTANTIAL. THE VALUE OF VIRTUAL ASSETS CAN GO UP OR DOWN THUS THERE CAN BE A SUBSTANTIAL RISK OF LOSING VALUE WHILE BUYING, SELLING OR OTHERWISE DEALING WITH VIRTUAL ASSETS. VIRTUAL ASSETS ARE NOT CURRENTLY REGULATED BY THE BANK OF MARSHALL ISLANDS OR ANY OTHER AUTHORITY IN THE REPUBLIC OF THE MARSHALL ISLANDS. YOU SHOULD CAREFULLY CONSIDER WHETHER DEALING WITH VIRTUAL ASSETS IN ANY WAY IS SUITABLE FOR YOU BY CONSIDERING YOUR FINANCIAL STATUS.

This document (hereinafter referred to as the “User Agreement”) establishes the terms for the provision of Services (as outlined in section 2 “Our Services”) by Simple Finance LTD to you. In addition to these User Agreement, the relationship regarding the provision of Services will also be regulated by the mandatory laws and other legal acts of the Republic of the Marshall Islands.

The User Agreement outline your responsibilities to us and our responsibilities to you, how and when these User Agreement may be terminated, and the extent of our liability towards you. Marking “I agree to the User Agreement and Privacy Policy” checkbox (as stated above) serves as confirmation that you have read, understood, and agreed to all clauses of these User Agreement and commit to comply with them. The User Agreement currently in effect are always available on the Website. We recommend that you save a copy of these User Agreement for future reference.

ABOUT US

Simple Finance LTD is a private limited liability company established and existing under the laws of the Republic of the Marshall Islands, legal entity code 59613, with a registered office located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter referred to as “Cyclebit”, “Company”, “we”, “us”, or “our”).
The Company offers certain Services, as outlined below in section 2 “Our Services,” related to Virtual Assets. The Company operates under the laws of the Republic of the Marshall Islands.
You can contact us via email at [email protected].

OUR SERVICES

We provide the following Services to Merchants:

Processing payments in Virtual Assets.

We do not offer financial services and/or other services that require authorization under the laws of the Republic of the Marshall Islands, in accordance with applicable regulations governing virtual assets and associated activities.
Use of our services is prohibited in the following countries: Afghanistan, Algeria, Bangladesh, Bolivarian Republic of Venezuela, Democratic People's Republic of Korea, Arab Republic of Egypt, Islamic Republic of Iran, Islamic Republic of Pakistan, Kingdom of Morocco, People's Republic of China, Plurinational State of Bolivia, Republic of Cuba, Republic of India, Republic of Iraq, Republic of South Africa, Republic of the Sudan, Republic of the Union of Myanmar, Republic of Tunisia, Republic of Yemen, Russian Federation, Syrian Arab Republic, and Ukraine.

DEFINITIONS

The definitions outlined in this section shall apply to these User Agreement as follows:

Abandoned Account: Any account through which no transactions have occurred for at least six months or for which the contact information (such as email or address) is no longer valid.
Account: Your virtual interface within the Cyclebit System that allows you to use our Services, accessible through our Website using your registration email and long-term password (or a one-time password if applicable).
AML/CTF: Anti-money laundering and counter-terrorism financing.
AML/CTF Policy: The document outlining the main principles and guidelines for the Company’s AML/CTF approach.
Business Day: A day specified on our Website, indicating that we operate and provide Services on business days in the Republic of the Marshall Islands, excluding official public holidays.
Business Relationship: A professional or commercial relationship between a Merchant and the Company, connected with their professional activities, and expected to have a duration at the time of establishment (e.g., agreements between the Merchant and the Company or continuous monetary operations).
Cyclebit System: A computer program with relevant user interfaces available on the Website or otherwise, owned, managed, supported, and developed by us, allowing Merchants to accept Virtual Assets as payments for goods, services, or donations.
Fees: The charges we will impose for providing the Services, as detailed on our Website.
Fiat: A currency that is legal tender under applicable laws.
User Agreement: These User Agreement and all their annexes, under which the Parties agree on the terms and conditions for the provision of Services. Any additional agreements concluded between the Merchant and the Company after these User Agreement shall be considered part of these User Agreement.
Merchant: Refers to you, an individual or entity that has entered into an agreement with us for the provision of Services, offering products and/or services in Virtual Assets for business purposes or as a bona fide charitable organization accepting donations in Virtual Assets. A Merchant may also be a person conducting Occasional Transactions who meets the criteria for establishing a Business Relationship with the Company.
Occasional Transaction: A transaction that is not conducted as part of a Business Relationship.
Party or Parties: Refers individually to either of us (the Merchant or the Company) and collectively to both of us (the Merchant and the Company).
Services: Services to be provided by the Company under this User Agreement and outlined in section 2 “Our Services”.
Virtual Asset (Cryptocurrency, Virtual Currency, Digital Currency): A digital representation of value that can be traded or transferred digitally and can be used for payments or investment purposes. Virtual assets do not include digital representations of fiat currency, securities, or other corresponding financial assets.
Website: Our website https://cyclebit.com and all associated sub-domains.
Withdrawal Address: A unique cryptocurrency address owned and controlled by you, designated and registered within the Cyclebit System, to which you are authorized to withdraw your Virtual Assets held by the Company.
Your Client: A natural or legal person who owes a monetary obligation to you under a concluded transaction and intends to discharge that obligation by paying in Virtual Assets. If you are a charitable organization, Your Client refers to a natural or legal person donating to you in Virtual Assets.

In these User Agreement:

Words in singular include plural, and vice versa; gendered terms include any gender.
If a word or phrase is defined, its grammatical variations hold the same meaning.
A reference to a document or agreement, including this one, refers to it as amended, supplemented, varied, or replaced. References to legislation or its provisions (including subordinate legislation) refer to it as amended or re-enacted, with subordinate legislation included. A reference to “day” or “month” means calendar day or month.
The terms "include", "includes", and "including" shall be deemed followed by "without limitation".

GENERAL OBLIGATIONS

Your responsibilities:

Act in good faith, comply with these User Agreement, and meet all other rules governing the use of our Services. Timely and properly fulfill your obligations to us.
Provide us with accurate, truthful, up-to-date information, documents, and data that are not misleading or harmful. This includes ensuring that no viruses or malicious software that could disrupt the Cyclebit System or related applications are transmitted.
Notify us immediately (within the same Business Day, or if it's a Non-Business Day, on the earliest Business Day) when you become aware of improperly provided services, loss, theft, unauthorized access, or illegal use of your Cyclebit System login credentials, including the loss of the device used to access the system.
Immediately report to us (within the same Business Day or on the earliest Business Day) any concerns regarding compliance with these User Agreement. Do not conduct any transactions involving Virtual Assets until we provide instructions to proceed.
Take all reasonable steps to prevent the unauthorized disclosure or use of your transaction-related data. Always comply with all applicable laws and regulations, including, without limitation, those related to AML/CTF, personal data protection, unfair commercial practices, consumer rights, and advertising.

Our responsibilities to you:

Act in good faith and with discretion to serve your best interests.
Strive to ensure the intended functionality of the Website and Cyclebit System.
Take timely action to fix operational issues and meet our obligations to you in a timely and proper manner.

ELIGIBILITY

You may use our Services if you meet all of the following conditions:

You have the legal capacity to agree to these User Agreement and any related documents.
If acting as a representative, you are authorized to enter into a contract with us on behalf of the person or entity you represent, based on these User Agreement.
If you are an individual, you are of legal age and reside in a country where our Services are legally available.
If you represent a legal entity, it must be properly established and operating in a country where our Services are legally available.
Your financial situation allows you to accept the risks associated with Virtual Assets.
You have provided us with accurate and complete information and documentation required for identity verification.
We are satisfied with the results of identity, fraud, background, and money laundering/terrorist financing checks conducted in relation to you at any time during our relationship.
You have created an Account in the Cyclebit System following the required steps.
You do not use, nor intend to use, the Cyclebit System for illegal, malicious purposes or in any way that could overload or damage the system, harm our reputation, or pose a threat to us. You comply with these User Agreement, as well as applicable laws and regulations.

REPRESENTATIONS AND WARRANTIES

By agreeing to these User Agreement to use our Services, you:

Confirm your eligibility to use our Services by meeting the criteria in section 5.
Affirm that you have read and agree to be bound by these User Agreement.
Agree that all actions (transactions) made via your Cyclebit System account and other services provided under the User Agreement are valid and carry the same legal weight as if they were performed via a signed paper document. If representing a legal entity, these actions are also binding on the entity.
Acknowledge that you have sufficient knowledge about Virtual Assets to use our Services and are responsible for determining their suitability, risks, and potential value.
Confirm that any Virtual Assets involved in transactions are legally owned by you and originate from lawful sources.
Acknowledge that we have not provided you with any specific advice or individual recommendations to use our Services, apart from general advertisements.
You agree to notify us within 10 calendar days of any changes to the information provided in connection with these User Agreement, including significant circumstances that could impact your ability to meet your obligations (e.g., change in authorized persons, name, address, nature of business, or email address). You must provide supporting documents if requested, even if this information has been submitted to public registers.
Commit to integrating our standard disclaimer on your website or system for purchasers and ensure that Your Clients acknowledge it before making payments or donations, where you have integrated the Cyclebit System or any part of it (e.g., APIs or plug-ins).
Confirm your understanding that financial regulations and ethics differ worldwide and it is your responsibility to comply with all local laws in your jurisdiction and that of Your Clients when using our Services. You also confirm that your use of our Services does not violate any laws or regulations in your jurisdiction or those of Your Clients.
Understand that if you or your representatives fail to provide required data, submit incomplete or incorrect information, or avoid disclosing the beneficial owner, the Company may refuse to provide services or maintain a business relationship.

By accepting these User Agreement, you declare that all representations and warranties stated above are true and accurate on the date of acceptance and will remain so throughout your use of our Services.
These representations and warranties are personal assurances that we will rely on when providing Services to you.
To the extent allowed by law, we do not guarantee the reliability, availability, accuracy, or completeness of information within the Cyclebit System. All data is provided "as is" without any express or implied warranties.
We do not guarantee that the features of the Cyclebit System will meet your expectations or that it will operate without interruptions or errors.

ACCESS TO THE SERVICES

To access our Services, you must provide the information and documents we request.
If acting as a representative, you must provide the same information and documents as required for a natural person. Additionally, you must supply documents verifying your authority to represent another party.
If representing a legal entity, you must also provide details about the entity’s director.
We will assess the submitted information and documents. If deemed satisfactory, access to our Services will be granted. However, we reserve the right to deny access if eligibility requirements are not met.
Accessing your Account requires both your email address and a long-term password (and, if applicable, a one-time password).
Your email address, used during the creation of your Account for identification, must remain valid throughout the life of your Account. You can change it at any time by following the procedures outlined on the Website.
You were asked to create a long-term password when setting up your Account. You can change it at any time by following the instructions on the Website.
In addition to a long-term password, you were also prompted to enable a one-time password option. These one-time passwords are generated by apps such as Google Authenticator. If you lose access to your one-time password, you must notify us immediately. Upon satisfactory identification, we may reset your one-time password, but you remain solely responsible for any adverse consequences caused by losing access to this password.

APPOINTMENT OF A REPRESENTATIVE

The initial registered user of your Account within our System will act as your authorized representative in the Cyclebit System, based on the specified terms.
The Company retains the right to specify the type of information and/or documents it will require from the representative to carry out any individual actions on your behalf.
At any point during the business relationship, the Company may request the Merchant's representative to provide documentation proving the Merchant's authorization, to verify the document's legitimacy (including the issuing authority's right to grant such authorization), check the expiration date, and confirm the actions to be performed. The authorization must meet the legal requirements of the country where it was issued. If the authorization is issued outside the Republic of the Marshall Islands, it must either be legalized or have an apostille, except in countries exempt from such requirements by bilateral agreements.

REGISTRATION OF WITHDRAWAL ADDRESSES

You are able to register Withdrawal Addresses within the Cyclebit System. These Withdrawal Addresses are associated with a specific Account in the Cyclebit System.
You may modify your list of Withdrawal Addresses (add, change, remove addresses) at any time by logging into the Cyclebit System and making the necessary updates.
The process for registering Withdrawal Addresses and making adjustments to the list is detailed on the Website.
We reserve the right to impose a limit on the number of Withdrawal Addresses associated with one Account in the Cyclebit System that collects Virtual Assets on your behalf.
You authorize us to receive, temporarily hold, exchange, and disburse Virtual Assets, as well as deduct applicable Fees and other costs, and take any necessary or appropriate actions to provide Services to you and comply with applicable law and these User Agreement.
Payments or donations made by Your Client to us will be treated as though they were made directly to you. We collect Virtual Assets on your behalf, and you retain ownership of these Virtual Assets while they are held by us for you.
Without prejudice to section 13 of the User Agreement, we do not monitor, control, or evaluate your activities, sales, purchases, or donations. This does not prevent us from exercising our right to suspend, restrict, or terminate Services at any time as per section 25 of the User Agreement. We also reserve the right to refuse, block, or reverse any transaction initiated by Your Client if we believe it violates these User Agreement or could harm our or others' legitimate interests.
Regarding payments and donations in Virtual Assets made to you, the legal relationship exists solely between you as a Merchant and Your Client making the payment or donation. We are not a party to this relationship and do not accept queries, complaints, or liability for the quality, legality, safety, or delivery of your services, products, or payments/donations. Disputes between you and Your Client must be resolved directly between you as the Merchant and Your Client.

REFUNDS

You grant us the authority to process refund requests and issue refunds from your Account on your behalf. We reserve the right, without providing a reason, to refuse to issue a refund.
If underpayment occurs, Your Client may request a refund provided their order with you has not been marked as “Paid” or “Completed” within our System.
In case of overpayment, Your Client is entitled only to a refund of the overpaid amount.
We reserve the right to set a minimum refund amount. If the requested refund is below this minimum, we may refuse to issue the refund.
Refund requests may be submitted to us until the refundable amounts are transferred to you. If no refund requests are made by the time we transfer the refundable amounts to you, you will be fully responsible for managing refunds to Your Clients.
Refund Fees may be imposed on you based on the current load of the relevant cryptocurrency network, with additional costs deducted for processing refunds.
Additional terms regarding refunds may be available on our Website.

ABANDONED ACCOUNTS

If your Account is classified as an Abandoned Account under clause 3.1 with a balance due to you, a monthly Abandoned Account fee, as listed on our Website, may be applied.
You authorize us to deduct the Abandoned Account fee from your Abandoned Account balance. Any expenses incurred by us while managing your Abandoned Account will also be deducted from your account balance.
To remove the Abandoned Account status, you need to either process a transaction through your Account or update your contact details, depending on why the Account became inactive. Any fees or costs already deducted before the transaction or contact information update will not be refunded.
If the balance of your Abandoned Account drops to zero or becomes insufficient to cover the Abandoned Account fee and associated costs, we reserve the right to close your Abandoned Account and immediately terminate these User Agreement without prior notice or legal action.

APPLICABLE FEES AND EXCHANGE RATES

Fees and exchange rates, as listed on our Website at the time of the transaction, will be charged and applied to you.
Additionally, a withdrawal fee is applicable for all payments when transferring virtual currencies from one wallet to another via the specific cryptocurrency protocol. The relevant fee for each virtual currency is available on our Website.
The Fee and exchange rates schedule referenced in clause 12.1 forms part of these User Agreement.
The Fee and exchange rates schedule is subject to change at our discretion. Updates will take effect immediately upon publication on our Website.
If you owe us any Fees or amounts, we will automatically deduct the owed amounts from the Virtual Assets or Fiat we process on your behalf on the due date, without your explicit instruction. You authorize us to make these deductions.
You must ensure sufficient Virtual Assets/Fiat are available on the due date to cover the owed Fees/amounts. If there are insufficient Virtual Assets/Fiat, we may suspend Services until the outstanding amounts are paid.
Application of discounts or commissions is at our sole discretion. You can contact us to inquire about current discounts/commissions and applicable conditions.

AML/CTF REQUIREMENTS

We aim to adhere to all applicable laws regarding anti-money laundering and counter-terrorist financing (AML/CTF). To comply with know-your-customer obligations, we must collect and keep the necessary documents, details, and data that verify your identity or that of any legal entity you represent, along with other pertinent documentation or information.
We may carry out an identification and risk assessment process for you and/or any legal entity you represent.
You are required to provide the requested information and documents for identification and risk assessment purposes. We reserve the right to take additional lawful actions to verify your identity and assess risks. If you fail to provide the required information or submit incorrect or incomplete data, or if you do not follow other instructions, our Services will no longer be available to you.
At the point of starting a Business Relationship with us, or before and after any specific transaction involving Virtual Assets or Fiat, we reserve the right to request from you any documents or information. This includes, but is not limited to, those confirming the legal basis and source of your funds or other assets, as well as the purpose and nature of your business relationship with us. This may also involve understanding the ownership structure, beneficial owners, or other data about any legal entity you represent.
We may limit or end our Services if you fail to provide the requested documents or information before or after a transaction in Virtual Assets or Fiat, or if you avoid, refuse, or conceal the requested information, provide incomplete or incorrect details, or otherwise fail to comply with our instructions.
We reserve the right to verify the information you provide using reliable independent sources and other lawful methods.
We will monitor your transactions and, in the event of suspicious or unusual operations, we may temporarily suspend them, which may include halting the withdrawal of Virtual Assets. In such cases, we are not responsible for any failure to fulfill contractual obligations or any losses you may incur.
We may have a general duty to report any suspicious activities identified during our Business Relationship with you to the relevant authorities, in line with legal requirements. We bear no liability to you for fulfilling these obligations.
We reserve the right to terminate our Business Relationship with you or any legal entity you represent if we deem that the risk of money laundering or terrorist financing is too high to continue.
We may conduct customer due diligence through an agent or a service provider based on agreements between us and such parties. If the Merchant or its representative is uncooperative, or if the agent or service provider fails to provide necessary data or confirm your identity, this may serve as grounds for terminating the Business Relationship with you or any legal entity you represent.
Merchants are responsible for ensuring that all transactions made through the Cyclebit System comply with applicable sanctions and do not violate sanctions directly or indirectly.
Additionally, payments made via the Cyclebit System must not be linked to providing sanctioned goods or services to individuals, governments, or entities connected to sanctioned jurisdictions. Failure to comply with this condition may lead to the termination of our Business Relationship.

PROHIBITED USE

It is strictly forbidden to use any of our Services for the following purposes:

to engage in illegal or unlawful activities;
to conceal the proceeds of illegal activities;
to participate in fraudulent or malicious actions;
to manage or use an account that is not yours;
to permit unauthorized individuals to access or use your account;
to disable, reverse-engineer, or deconstruct the Cyclebit System;
to act in a way that imposes an excessive or disproportionate load on our infrastructure;
to disrupt, intercept, or expropriate any system, data, or information;
to transmit harmful materials such as viruses, trojans, or worms into the Cyclebit System or website;
to attempt unauthorized access to the Cyclebit System, website, or accounts of others, or to any connected networks;
to use another party's account information to access the Cyclebit System or website;
to infringe on our intellectual property rights;
to breach national or international sanctions imposed by the government of the Republic of the Marshall Islands, European Union, or other relevant authorities;
to engage in actions that may harm our ability to provide Services or any activities deemed unacceptable by us that conflict with human rights, ethics, transparency, gender equality, or sustainable practices.

We retain the right to refuse Service or terminate an existing relationship without prior notice or explanation.

SECURITY

You are solely responsible for safeguarding your Account login credentials and passwords (both long-term and one-time). If this information is shared with or accessed by third parties, you bear full responsibility for any adverse outcomes.
We may suspend the Cyclebit System if we have legitimate reasons relating to system security or suspect unauthorized or fraudulent use. We are not liable for any losses resulting from such suspension or blocking of access.
We reserve the right to demand that you change your long-term password, with notice sent to you by email.
Additional security tips and advice can be found on our Website.

DEVELOPMENT AND MODIFICATION OF OUR SOFTWARE

We reserve the right, at our discretion, to develop, improve, and modify the Website or applications within the Cyclebit System and other related programs, including functionality changes such as the number of features, their scope, and the procedures for using them. Any modifications necessary for system use will be communicated at our discretion, and we accept no liability for any resulting inconveniences or losses.
You acknowledge that the Services provided give you access to various documents, processes, software and technologies and materials owned by the Company or third parties, and that all intellectual property rights belong to the Company or those third parties. These rights include (a) copyrights, rights affording protection similar to copyright, rights in databases, patents and rights in inventions, trademarks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and other rights in Confidential Information, including under marketing legislation; (b) all other rights having equivalent or similar effect in any country or jurisdiction in the world (collectively “Intellectual Property Rights “).
All intellectual property, including trademarks, patents, trade secrets and other Intellectual Property Rights related to the Services, systems, platforms, software, and documentation, is the property of the Company or its licensors. The Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to use the applications within the Cyclebit System and other related programs and Webite for the purposes of accessing and using the Services in accordance with these User Agreement. You have no rights to these properties other than to use them to access our Services under these User Agreement.
We welcome feedback, comments, ideas, and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and to otherwise exploit the Feedback for any purpose.

LIABILITY AND INDEMNITY

To the fullest extent allowed by law, the Company disclaims all liability and responsibility for any loss, damage, cost, or expense, whether arising from tort (including negligence), contract, or otherwise, and whether direct, indirect, or consequential (including business disruption), that you or any other individual may suffer or incur in relation to the Services, the usage or inability to use the Cyclebit System, or with respect to any Virtual Asset or otherwise. For avoidance of doubts, You understand and agree that the Company shall not be liable to you for any indirect, incidental, special, consequential, or exemplary damages which may be incurred by you, regardless of the cause and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss, even if the Company has been advised of the possibility of such damages.
If and when liability for breach, or any implied warranty or condition, or otherwise, cannot be excluded, our liability to you is limited to the total sum of the Fees we have earned from you in the preceding three (3) months (from the event that triggered the liability claim) for providing the Services. This liability limitation applies to the maximum extent permissible by law within the relevant jurisdiction.
We disclaim any responsibility and will not be liable for financial losses arising from your Account usage, including, but not limited to, losses due to technical issues preventing access to your Account, integration of the Cyclebit System (including APIs or plug-ins) into your website or system, fluctuations in Virtual Asset/Fiat values, system hacks, server failures or data loss, technical problems with the Virtual Asset system, forgotten passwords (both long-term and one-time), security of passwords (long-term and one-time) or private keys, unauthorized Account access, corrupted files or data, incorrectly constructed transactions, or mistyped Virtual Asset addresses.
We disclaim any responsibility and will not be liable for failure to meet the quality or quantity specifications of the Services as outlined in these User Agreement or other documents (e.g., on our Website), if such failure is due to the non-performance or improper performance of obligations by any third parties engaged by us for the provision of Services.
We do not offer financial, investment, or legal advice in connection with the Services. While we may provide information regarding the price, range, volatility of Virtual Assets, and related events, this information should not be interpreted as financial or investment advice. Any decisions concerning Virtual Assets are your own, and we will not be responsible for any related losses.
Without limiting any other terms in these User Agreement, you acknowledge that the Company is not liable for any loss (including lost profits), delay, inconvenience, failure in performance, or interruption of Services caused directly or indirectly by any computer virus, spyware, scareware, Trojan horses, worms, or other malware or cyberattacks, phishing, or spoofing incidents that may affect your computer or device; any “hard fork”, “soft fork”, or other modifications in the operating rules of a Virtual Asset network; any suspension of Services permitted under these User Agreement; or any other events outside of our reasonable control.
You agree to indemnify, release, and hold harmless the Company, our affiliates, any company under the same ownership or control, as well as their respective officers, directors, agents, representatives, and employees, from any claim, liability, loss, expense, or demand (including legal fees) arising from your use of our Services.

TAXES

You are solely responsible for any taxes related to your use of our Services.
We make no claims about your tax liabilities, do not assume any tax liability on behalf of any Merchant, and bear no responsibility for the collection, reporting, withholding, or remitting of any taxes arising from the Services you may use.
If we are required by law, or voluntarily choose, to report information to authorities related to your tax obligations, you agree to provide us with the necessary documents, data, and information.

COMPLAINTS

To submit a complaint, you may do so via email to [email protected]. Complaints must be in English and will be responded to in English. Cyclebit will respond to complaints within 30 Business Days and commits to handling complaints fairly and promptly.
If a Complaint is not resolved to your satisfaction, any dispute arising between you and us will be governed by clauses 26.1 and 26.2 outlined in these User Agreement, including, without limitation, your obligation to submit any dispute-related complaint to Simple Finance LTD in accordance with these User Agreement.

COMMUNICATION

Communication between you and us will primarily occur via email. Company does not use other communication methods, especially when sensitive data is involved.
Communication through email will be considered valid if sent to and from the email addresses specified in these User Agreement:

Our designated email is [email protected];
The Merchant's designated email should be disclosed in information provided to us with respect to our Services. Emails from other addresses are not valid unless both Parties agree otherwise.

Notices and communications sent via email will be regarded as delivered and received on the same Business Day, or, if sent on a Non-Business Day, on the next Business Day.
In certain circumstances, such as emergencies, we may contact you through other communication methods based on the contact details you have provided.
You are obligated to immediately notify us of any changes in your contact details. If requested by the Company, you must provide documentation supporting the change. If you fail to update your details, any notifications sent to your last-known contact information will be considered valid and any obligations fulfilled using that information will be considered properly discharged by the Company.
If you do not receive a notification from us that you were supposed to receive under these User Agreement, you must promptly notify the Company.
We are not responsible for any errors, inaccuracies, technical defects, or damages caused by the use of incorrect or outdated contact details.
We reserve the right to request original documents or certified copies (by a notary or another authorized person). Documents drawn up abroad may require translation into English and/or legalization and/or an apostille, unless exempted by international treaties between the Republic of the Marshall Islands and the relevant foreign country.
You are fully accountable for the accuracy of the data, orders, and documents you provide to us.
All costs associated with the preparation, delivery, certification, notarization, apostille, and translation of documents must be covered by you.
If the documents you provide do not meet legal requirements or the Company’s standards, or if the Company has reasonable doubts about their authenticity or accuracy, we reserve the right to suspend Services until additional documents are submitted.
It is your responsibility to regularly monitor the functionality of your email or other communication methods and to read and respond to messages relating to our Services. We are not liable for any loss resulting from your failure to do so.

DATA PROTECTION

To provide our Services, we gather, use, store, and otherwise process your data as allowed by the laws of the Republic of the Marshall Islands and relevant international data protection regulations.
We will collect, use, store, and otherwise process your data in accordance with the details outlined in our Privacy Policy, available on our Website and updated periodically, as well as other provisions in these User Agreement. You must review the Privacy Policy before agreeing to the User Agreement. If you find the Privacy Policy or any part of it unclear, you should contact our Data Protection Officer, as indicated in the Privacy Policy, before agreeing to the User Agreement, and they will assist you. By marking “I agree to The User Agreement and Privacy Policy” checkbox, you confirm that you have reviewed and understood the Privacy Policy.
We use appropriate technical and organizational methods to safeguard personal data from accidental or unlawful destruction, loss, modification, unauthorized disclosure, or access, particularly during data transmission over a network, as well as against other unlawful forms of processing.
You must notify us in writing immediately if any of the information we hold about you is inaccurate, outdated, or if you believe that we are processing your information in a way that does not comply with applicable laws.
By agreeing to the User Agreement for our Services, you or your organization, as the data controller, authorize us, as the data processor, to process personal data controlled by you and provided to us (such as information about your customers or donors) in accordance with your instructions for the sole purpose of granting access to the Cyclebit System and providing our Services.

INFORMATION STORAGE

We retain critical information related to the use of the Cyclebit System for our internal purposes for a minimum of five (5) years, stored in durable media of our choosing.
In contrast, to maintain a record of actions taken by either you or us in the execution of these User Agreement, you should retain the relevant information and store it in durable media of your choosing.
While we will make reasonable efforts, following standard industry practices, to securely store information related to the Services (including your data), we cannot guarantee complete data security. We are only liable for any negative consequences resulting from data loss on the Website (in the Cyclebit System) if it is determined that we were at fault.

CONFIDENTIALITY

The Parties recognize that, from time to time, one Party (the "Disclosing Party") may share with the other Party (the "Receiving Party")—either directly or indirectly through the use of the Services—information that is proprietary or confidential. This information could be provided electronically, in writing, verbally, or by other means, and includes, but is not limited to, details about transactions with Virtual Assets, security measures for such transactions, technical data, know-how, trade secrets related to the activities of either Party, non-public company information, and all unpublished manuals, information, data, or similar materials shared in accordance with these User Agreement or otherwise ("Confidential Information").
The Receiving Party must use such Confidential Information solely to fulfill its duties and responsibilities under these User Agreement and for no other purpose. The Receiving Party must keep this Confidential Information strictly confidential and may not disclose it to any third party without the Disclosing Party's written consent, except for third parties engaged by the Company to provide Services or comply with relevant laws, including law enforcement.
Each Party must apply the same procedures and level of care to protect Confidential Information that it uses to protect its own similarly important confidential information, and at a minimum, must use reasonable care. The Party is responsible and liable for any misuse or unauthorized disclosure of Confidential Information by its employees or related individuals that violate these User Agreement.
A Party must immediately notify the other Party of any unauthorized or suspected unauthorized use or disclosure of Confidential Information. These obligations do not apply to information that the Receiving Party can prove, with clear and convincing evidence:

was already known to the Receiving Party without any confidentiality obligation at the time it was disclosed;
was publicly available at the time it was disclosed;
became public after its disclosure without the Receiving Party's involvement or fault; or
was lawfully disclosed to the Receiving Party by another person without breaching any confidentiality agreements.

If you are legally required to disclose Confidential Information, you must provide us with reasonable notice and the opportunity to contest the need for disclosure or seek a protective order. If we do not challenge the disclosure or obtain a protective order, you may only disclose the portion of the Confidential Information that is legally required, while ensuring that the disclosed information retains its confidentiality for purposes other than that specific legal disclosure.
You agree that disclosing information that may be considered confidential to authorized authorities, subcontractors, or other entities involved with the Company in providing Services or ensuring compliance with applicable laws is not a violation of the confidentiality obligations.

MODIFICATION OF THE USER AGREEMENT

We reserve the right to modify these User Agreement at our sole discretion by posting the revised version on our Website. The modification will take effect 30 (thirty) calendar days after being posted on our Website, except in cases mentioned in clause 12.4 above. This 30-day notification period only applies to Merchants with whom we have prior contractual obligations that differ from these amendments. For new Merchants, the User Agreement become legally binding upon publication.
You will be considered to have accepted these changes unless you notify us, before their effective date, that you do not agree with them.
If you object to any proposed changes within the specified timeframe, as outlined in clauses 25.1 and 25.2, you are entitled to terminate these User Agreement by sending us an email indicating your intent to terminate.
If you do not provide notice of termination as per clause 25.3, the proposed amendments will automatically come into effect as of the date specified in clause 25.1.
Any amendments made will not apply retroactively and will not affect rights and/or obligations established between you and us prior to the amendments taking effect.

COMING INTO FORCE, SUSPENSION, RESTRICTION AND TERMINATION

These User Agreement become effective when you “I agree to the User Agreement and Privacy Policy” checkbox for the provision of Services, and they remain in force until terminated as outlined in this document.
We reserve the right to unilaterally terminate these User Agreement (without court involvement) at any time, for any reason, by providing you with at least 10 (ten) calendar days’ notice via email.
We may suspend or limit the provision of Services, reverse or block a transaction initiated by you (even if the funds have already been debited), or terminate these User Agreement unilaterally (without court involvement) when required by legal provisions or by any competent authority that governs our operations. The action will be applied within the timeframe specified by such legal provisions or authorities. If no timeframe is provided, we will establish one at our discretion.
We may also suspend or limit the provision of Services, block or reverse a transaction (even if the funds have already been debited), or immediately terminate these User Agreement for any of the following substantial reasons:

If the Merchant provides incorrect, incomplete, or misleading information or documentation, or if the Merchant fails to provide, hides, refuses, or avoids submitting any required information or documents, or if the authenticity of the documents provided is questionable, or if the documents do not comply with legal or Company requirements;
If the Merchant fails to provide sufficient proof or documents that confirm the legal basis or origin of the funds or other assets, or previous transactions, or refuses to do so, or if there are other circumstances suggesting the Merchant is involved in money laundering or terrorist financing;
If the Merchant does not inform the Company of changes in the information previously provided, or if such changes are likely to negatively affect the Merchant’s ability to meet obligations to the Company, or if, upon request, the Merchant fails to provide supporting documents;
If, upon request, the Merchant does not provide financial information necessary for the Company to assess the Merchant’s solvency, debt management, or other services;
If the Company receives credible information that the Merchant is unreliable;
If the Merchant fails to meet their obligations or warranties under these User Agreement, or no longer satisfies the eligibility criteria;
If the Merchant’s actions cause or threaten to cause financial loss to the Company, or harm its reputation;
If the Company believes the Merchant operates in a field with a high risk of money laundering or terrorist financing;
If the Merchant has ties to criminal organizations, either currently or in the past, according to available information;
If the Merchant has been prosecuted or convicted for criminal offenses or misdemeanors, or is involved in activities prohibited by international or national laws (such as human trafficking, organ trafficking, child exploitation, smuggling, illegal arms trade, or drug trafficking, among others);
If the Merchant is engaged in activities that require licenses or authorizations from public authorities (such as gambling or trading in precious stones or metals) without possessing the necessary permits;
If the Merchant uses the Services for illegal, fraudulent, or unfair activities;
If the Merchant is listed as a suspect of local or international terrorism or terrorist financing;
If the Merchant is subject to sanctions or resides in a sanctioned country;
If the Merchant is a resident of a country that is not a member of the Financial Action Task Force (FATF) or any related organization focused on combating money laundering and terrorist financing, or if the Merchant engages in activities that conflict with the Company’s sustainability, human rights, transparency, or other ethical standards;
If the Merchant’s Account is used by unauthorized third parties, or if the funds in the Account do not appear to belong to the Merchant, unless otherwise agreed with the Company;
If the Merchant acts in a manner that harms the Company’s reputation;
If the Merchant has registered more than one Account on the Cyclebit System without our permission;
If there are concerns about the security of the Merchant’s Account or suspicions of fraudulent or illegal use of the Services;
If the Merchant’s Account is involved in litigation or investigation, or we perceive a regulatory risk related to the Account;
Any other circumstances not mentioned above that indicate failure to fulfill obligations or abusive behavior toward us may also be deemed significant reasons, especially if continued service provision would harm the legitimate interests of the Company, other Merchants, traders, users, buyers, or the public.

You are entitled to unilaterally terminate these User Agreement (without court involvement) for any reason by giving us 1 (one) month’s notice via email.
Upon termination of these User Agreement, regardless of the reason:

all rights granted under the User Agreement will immediately cease;
each Party must return or destroy any Confidential Information received from the other Party, unless retention is required by law or allowed under these User Agreement or related agreements;
all outstanding payments due before the termination date must be settled, after which no further payments will be owed by either Party;
any provisions intended to survive termination will continue to be enforceable; and
all other obligations of both Parties under these User Agreement will end.

We will not be responsible for any consequences arising after we lawfully suspend or restrict the provision of Services, block or reverse a transaction, or terminate these User Agreement.
Termination does not release you from any obligations incurred before the termination date.
Transactions initiated before termination will be completed according to the terms applicable prior to termination, unless otherwise agreed by both Parties.
The termination of these User Agreement also entails the closure of the relevant Account.

FINAL PROVISIONS

These User Agreement, along with any disputes or claims resulting from or connected to these User Agreement or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and interpreted in accordance with, the laws of the Republic of the Marshall Islands.
Legal disputes arising from or related to these User Agreement shall be subject exclusively to the jurisdiction of the courts located in Majuro, Republic of the Marshall Islands.
Both you and we agree that English will be the governing language for these User Agreement and all communications between you (or any authorized representative) and us.
No provisions in these User Agreement shall grant enforceable rights to any individuals or entities other than you and us.
If we delay enforcing any of our rights under these User Agreement, we still reserve the right to enforce them at a later time. A delay in demanding compliance or taking action due to a breach will not waive our right to enforce those obligations later. For instance, if you fail to make a payment but we continue to uphold the User Agreement, we may still demand the payment at a later time.
The Parties are considered independent contractors. Nothing in these User Agreement will establish a joint venture, partnership, employment, agency, or other representative relationship between the Parties. Neither Party may imply otherwise.
If any part of these User Agreement is found to be unlawful by a court, the remaining sections shall continue to remain in effect. Each section of these User Agreement operates independently, and if one is deemed invalid, the others will continue to be fully enforceable.
These User Agreement, along with any referenced documents, constitute the full and complete agreement between the Parties and replace any prior arrangements, understandings, or agreements relating to the subject matter.
The Parties may mutually agree to further terms not specified in these User Agreement through a separate written agreement. Such an agreement will become a part of these User Agreement.
You are required to obtain our written consent before transferring your rights and obligations under these User Agreement, including, but not limited to, the transfer of Account access or rights to any third party.
We reserve the right to assign our rights and obligations under these User Agreement to third parties without your consent, provided such assignment complies with applicable law. You will be notified of such an assignment within ten (10) Business Days after it occurs.
Any rights or obligations of the Parties outlined in these User Agreement that, by their nature or context, are intended to survive the termination of the User Agreement will continue to remain in effect even after such termination.