Terms and Conditions

1. Contractual partner for the Lunu Services

UAB Lunu Europe, Gedimino pr. 44A-201, Vilnius, registered in Lithuania under the number 305774629 in the State Enterprise Centre of registers of Lithuania and represented by the Director, Pavlo Denysiuk (from now onwards “Lunu”).

WHEREAS:

• The “Lunu Services” allows End-Users to access the website, the online widget "Widget" and API built by Lunu, through which End-Users can interact and transact with various third parties that offer fiat-to-cryptocurrency conversion services (“Fiat Gateways”).
• Lunu is solely a provider of the technical infrastructure allowing supply and demand for fiat-to-crypto conversion services to meet and does not sell cryptocurrencies, does not convert fiat currencies into cryptocurrencies and never acts as a Fiat Gateway itself in any manner whatsoever. Lunu is not party to any transactions which may occur between End-Users and third-party Fiat Gateways, and Lunu does not take custody of End-User funds at any stage.
• Lunu does not provide customer support of any kind for transactions between End-Users and Fiat Gateways, including, but not limited to, customer support regarding identification procedures and transaction monitoring (Know-Your-Customer and Anti-Money-Laundering procedures), cancellations, refunds and transaction limits. Any contractual agreements, terms, and conditions applicable to transactions between End-Users and third-party Fiat Gateways are governed by the relevant agreement(s) in place between End-Users and third-party Fiat Gateways.
• In order to provide and optimize our Lunu Services, Lunu processes a limited amount of user data, as governed by Lunu’s privacy policy. All other personal data, which is inputted by users and processed in relation to transactions between End-Users and third-party Fiat Gateways, is governed by the privacy policies of such Fiat Gateways, which policies are to be accepted by the End-User upon making such transactions, together with the terms and conditions from those Fiat Gateways.

2. Right to use the Lunu Services, Sign Up, Retailer Console and password

Lunu grants the Retailer a non-exclusive, non-sublicensable, non-transferable license for the Term (as defined in section 9), to access and use the Lunu Services in accordance with and subject to the Terms and Conditions of this Agreement.

In order to be eligible to apply for and use the Lunu Services, the Retailer’s Representative must be resident in an eligible country. In order to be eligible to use the Lunu Services, the Retailer’s Representative must be at least eighteen (18) years of age, and have full power and capacity to accept these Terms.

The Retailer must represent and warrant to Lunu in opening an account with Lunu that the Retailer is not acting on behalf of or for the benefit of anyone else.

Specifically, the Retailer’s Representative must not be a resident in any of the following restricted locations: Afghanistan, Armenia, Bangladesh, Belarus, Benin, Bolivia, Bosnia and Herzegovina, Burkina Faso, Burundi, Cameroon, Côte d'Ivoire, Central African Republic (the), China, Congo (the Democratic Republic of the), Crimea Region, Cuba, Dominican Republic, Ecuador, Egypt, Eritrea, Gabon, Ghana, Guinea, Guinea-Bissau, Guyana, Haiti, Indonesia, Iran (Islamic Republic of), Iraq, Kosovo, Kuwait, Lebanon, Lesotho, Libya, Maldives, Mali, Morocco, Myanmar, Namibia, Nepal, Nicaragua, Niger, Nigeria, North Macedonia, North Korea, Oman, Palau, Palestinian Territories, Pakistan, Qatar, Russia, Senegal Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Vanuatu, Venezuela (Bolivarian Republic of), Vietnam, Yemen and Zimbabwe. The Retailer’s Representative hereby represents and warrants that he/she is not located in a restricted location.

In order to use the Lunu Services, the Retailer must sign-up for the Lunu Services and create a profile on the Lunu Platform (“Retailer Console”).

When setting up the Retailer Console, the Retailer must set up a username and a password that protects access to the Retailer Console.

The password must be secure. The Retailer shall: (i) keep the login data (username and password) for its Retailer Console secret; (ii) not disclose its login data for the Retailer Console to any third party; (iii) take appropriate safeguards in accordance with good industry practices to prevent unauthorised access to the Lunu Services.

The Retailer is responsible for maintaining the confidentiality of its login details for its Retailer Console and for any activities that occur under its Retailer Console.

If the Retailer believes that a third party may know its password, it must change said password without undue delay. If the Retailer suspects that the password has been misused or the Retailer Console has been compromised in any other way, the Retailer shall inform Lunu without undue delay via an email to: support@lunu.io.

The Retailer shall provide all such Retailer Information as may be requested by Lunu and deemed by Lunu necessary for purposes of determining whether to approve of your account registration and determine the scope of services the Retailer is eligible to receive from Lunu.

The Retailer hereby agrees to:

1. provide accurate, current and complete Retailer Information in relation to his/her identity, location and other matters in connection with his/her registration for Lunu Services;
2. keep all Retailer Information provided updated at all times;
3. do not use a password for your account that the Retailer has already used for an account maintained with any other website or any other service provider.

3. Lunu Pay Widget

Lunu offers the following services to Retailers:

Widget. In this Agreement, “Widget” means the software code supplied by Lunu to be integrated with the Retailer’s platform in order to enable Customers to view prices displayed in, and pay for products on the Retailer’s e-commerce platform in fiat through the Lunu Services.

The Retailer shall download and integrate the Widget with its e-commerce platform and Lunu grants the Retailer a non-exclusive, non-transferable license to download, integrate and use the Widget for the purpose of displaying prices to and accepting payment from Customers in fiat through the Lunu Services, in accordance with and subject to the Terms and Conditions of this Agreement.

If the Customer chooses to pay with fiat currencies, the Widget is activated and displays the final amount in fiat currency, along with the quote in cryptocurrency intended to buy. If the Customer agrees to the exchange rate offered he/she needs to select the fiat payment method and initiate the transaction.

4. Settlements & Invoices

Once fiat funds are credited, the cryptocurrency is sent immediately to the address specified by the Retailer on the selected network.

Lunu provides the Retailer via the Retailer Console invoices indicating the amount of Lunu fees to be paid by the Retailer.

5. Service Fees and payment terms

The applicable service fees for the Lunu Services are between 1%-1.5% of each amount transferred to the Retailer by Lunu in connection with the provision of the Lunu Services (“Service Fees”). The Service Fee will be calculated in euros, once a month as an Invoice.

All Service Fees are payable in the fiat currency transferred by the Retailer to Lunu and do not include the value added tax (or any equivalent tax in any jurisdiction).

The Customer Fee is based on the chosen payment method and listed in the Terms of Use.

6. Reversion of transactions

Lunu can revert the transaction on its sole discretion.

7. Intellectual Property Rights

Except as expressly set out in this Agreement, Lunu does not grant the Retailer any rights to or licenses in respect of the Lunu Services.

Unless permitted by the mandatory legal provisions, the Retailer will not, when using the Lunu Services:

• attempt to copy, modify, duplicate, create derivative work from, frame, mirror, republish, download, display, transmite, or distribute all or any portion of the Lunu Services in any form or media or by any means;
• attempt to adapt, modify, duplicate, create derivative work from, record or otherwise reproduce any part of the Widget;
• attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Lunu Services;
• access all or any part of the Lunu Services in order to build a product or service which competes with the Lunu Services, or use or attempt to use the Lunu Service to directly compete with Lunu;
• erase or remove any proprietary or intellectual property notice contained in any part of the Lunu Services (including the Widget); or
• make any copies of the Widget other than such copies as are reasonably necessary for the purposes of backup and security (provided that any such copies shall at all times be owned by Lunu).

8. Data Protection

Details about data protection can be found in Lunu´s Privacy Policy published on Lunu’s Website.

Each Party agrees that it shall process all Customer personal data in accordance with applicable privacy laws.

The Retailer grants Lunu a license to access, download and use any data it uploads to the Lunu Console (including any data related to transactions by Customers) (the "Retailer Data”) for the purpose of:

• providing the Lunu Services to the Retailer, including processing the Retailer Data for the purposes of facilitating transactions through the Lunu Services;
• complying with Lunu’s regulatory obligations;
• developing, testing, improving and altering the functionality of the Lunu Services; and
• producing anonymised or anonymised and aggregated statistical reports and research.

The Retailer represents and warrants to Lunu that it has the necessary right, title, interest and consent, and has, where required under applicable law, provided notice to Customers and any other individuals, in each case as necessary to allow Lunu to use the Retailer Data in accordance with this Agreement.

The Retailer shall maintain a backup of the Retailer Data, and Lunu shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss or failure to store any Retailer Data.

9. Confidential Information

Each Party may be given access to information from the other party that is identified as confidential or proprietary or which is, by its nature, clearly confidential or proprietary ("Confidential Information") in order to perform its obligations under the Agreement. A Party's Confidential Information shall not be deemed to include information that:

• is or becomes publicly known other than through any act or omission of the receiving party;
• was in the other party's lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• is independently developed by the receiving party, which independent development can be shown by written evidence; or
• is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

Each Party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other Party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

Each Party shall take a backup of its own Confidential Information and shall not be responsible to the other Party for any loss, destruction, alteration, or disclosure of Confidential Information.

10. Term and Termination

The Term of this Agreement shall be two (2) years, to be automatically renewed for additional periods of two (2) years if it is not terminated as provided below.

Lunu and the Retailer can terminate the Lunu Services by giving three (3) months’ written notice, by email to the Retailer’s email or to support@lunu.io, respectively.

Without prejudice to any rights and remedies available to it, either Party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other Party, if that other Party:

• is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach;
• is unable to pay its debts;
• becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction;
• ceases or threatens to cease to carry on its business or there are any other significant changes in the business operations of the Party which may have a material impact on the Party’s ability to perform its obligations under this Agreement;
• the financial position of the Party deteriorates to such an extent that the capability of the Party adequately to fulfill its obligations under this Agreement has been placed in jeopardy; or
• another entity, directly or indirectly, in a single transaction or series of related transactions, acquires control of the Party or all or substantially all of the assets of the Party; or
• any license, approval or consent required by applicable regulations for the other Party to conduct any business is withdrawn, suspended or stopped.

On termination of this Agreement for any reason:

• all rights and licenses granted under the Agreement shall immediately terminate and the Retailer's right to access and use the Lunu Services will end;
• each Party shall return to the other Party or (at the other Party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other Party (provided that each Party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).

Termination of this Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.

Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.

Lunu reserves the right to deny Retailer in providing of Lunu Services or immediately suspend or close Retailer’s Account without notice if Lunu becomes aware or reasonably suspects, in Lunu’s reasonable discretion, that Retailer will be using or have used its Account to engage in illegal activities or misconduct in violation of applicable laws or regulations. Lunu reserves the right to monitor, review, store and/or disclose any information at any time as necessary to comply with any applicable law, regulation, sanctions program, legal process or governmental request.

11. Liability

In no event shall Lunu be held liable for any damages of any kind related to possible contractual relation(s) and transaction(s) between End-Users and third-party Fiat Gateways, as Lunu is not a party to such transactions.

Lunu shall further not be held liable for any costs or damages resulting from any incorrectness of information displayed on our website, Widget or through our API, for any errors, bugs, hacks, breaches, viruses, worms, harmful software or (other) attacks aimed at our security or the security of other infrastructure or third-party interfaces related or connected to the Lunu Services, for any incorrect data input by the End-User, any incorrect performance of the Lunu Services, and any malfunctioning of any computer, server or blockchain, including attacks on such components, unless these damages are attributable to gross negligence or intent on the side of Lunu.

Lunu shall further not be held liable for indirect damages, including, but not limited to, lost profits, lost income, missed opportunity, appreciation or depreciation of (digital) assets or consequential damages claimed to arise as a result of (a lack of) availability, reliability or a lack of uptime of Lunu’s Services.

Lunu shall further not be held liable for damages resulting from any incorrectness of data input by the user, including incorrect input of public keys, which may result in the End-User losing all its funds, as well as any damages resulting from any risks that are inherently related to the owning and/or use of cryptocurrencies or other digital tokens, such as damages resulting from unknown technical defects, legislative or regulatory changes, any fluctuations in value.

In any case, Lunu’s liability to any specific End-User will be limited to the total amount of revenue Lunu has received from a third-party Fiat Gateway for its Services in relation to that specific End-User.

12. Applicable Law, Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Lithuania.

Exclusive place of jurisdiction for all legal disputes arising from or in connection with this agreement shall be the Courts of Lithuania.

13. Applicable Law, Jurisdiction

If any provision of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, the validity, enforceability and feasibility of the remaining provisions of these Terms and Conditions shall not be affected thereby. The valid, lawful and enforceable provision which reflects as closely as possible the spirit and economic purpose of these Terms and Conditions and the original intention of the parties.

14. Representations and warranties

Lunu represents and warrants that:

• as Lunu is not a party to transactions between End-Users and Fiat Gateways, Lunu cannot and does not make any representations or warranties of any kind with regards to such transactions or the services provided by Fiat Gateways.
• Lunu’s Services, website, Widget(s) and/or API(s) are provided ‘as is’, and while Lunu represents that it will make reasonable endeavors to ensure the Lunu Services meet your expectations, we make no representations or warranties about:
  1. the uptime, reliability or availability of the Lunu Services, or about the Lunu Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks or other reasons;
  2. the correctness of information displayed on our website, Widget or through our API, including, but not limited to information about available Fiat Gateways, information about offers made by Fiat Gateways such as applicable conversion ratios, information about fees applicable to such offers, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility and sudden network congestion) outside of Lunu’s control, before, during or even after transactions have been initiated;
  3. the legitimacy, availability, suitability for purpose, security or reliability of fiat-to-crypto conversion services offered by third-party Fiat Gateways, as we have no control over such services; and
  4. the legitimacy, availability, suitability for purpose, security or reliability of implementations Lunu’s API or widget where these are integrated and/or adapted by third-party wallets, applications, websites, exchanges or protocols, as the Lunu Services can be integrated by such parties while building their own front-end interfaces or adapting the open-source user interface that we have made available.

15. Varia

Events outside a party's control

Neither Party shall be liable to the other Party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Lunu, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this section shall excuse the Retailer from any payment obligation under the Agreement.

Waiver

No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

No partnership or agency

Save as expressly set out in this Agreement, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.