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Preamble

BTCX offers payment services consisting of a Payment Initiation Service (“PIS”) and/or Account Information service (“AIS”) and/or Settlement Services (“SE”), referred to as “Services”.

Settlement Services include the transfer of assets originating from the business activities of the Vendor (Credit Card payments, SEPA direct debits, wire transfers or Crypto payments) or the transfer of assets to BTCX for the purpose of exchanging Fiat- into Cryptocurrencies and vice versa.

The Vendor shall integrate the system into its IT applications (Portal, Platform, etc.) and has all necessary licenses to operate its platform and conduct its business.

1. Subject of the Agreement

1.1

BTCX shall provide the Services as a complete solution allowing the Vendor to design a web form on its own website as required - e.g. with regards to the layout, CSS, stylesheet and text composition - and make it available for its customers, consumers, clients or similar (hereinafter „Customer“).

The technical implementation process subsequently requires a customer login into his online bank account including IBAN and PIN, or the provision of a private key to access Blockchain addresses or -wallets; if a bank transfer is involved, an additional transaction number (TAN) is required.

1.2.

The introduced login data or private keys shall then directly be transferred to BTCX solely in an encrypted form; BTCX uses this data to access the account or Blockchain addresses or -wallets of the Customer and – depending on the request of the Vendor – either extract raw data or evaluate and categorize the transaction data whereupon all information shall be provided to the Vendor for downloading from a secure server for a period of 30 days (basic case). If the Parties have not met an additional agreement and the Vendor fails to download the data within 30 days, the extension of this time frame lies within the discretion of BTCX.

1.3.

BTCX provides the Vendor with an access to the Services in accordance with the regulations of this Agreement and the applicable laws. Software and source code information are provided neither in express nor in an implied form in the course of this Agreement. The “Product/Price List Annex” defines which Services are the precise subject of this Agreement. Further cooperation of the Parties is neither expressly planned nor intended. More specifically, neither Party is authorized to represent the other Party or to inform any third Party of the conditions of mutual cooperation.

2. Obligations of BTCX

2.1.

BTCX shall provide the Vendor with all information required for integration of the Services in the course of this Agreement. This includes the provision of special administrator access and login data for the BTCX platform allowing the Vendor the access to a special administrator menu of the platform. This access, however, provides neither an exclusivity right nor a time-independent right of use. The use is therefore limited to the duration and the purpose of this Agreement. In addition, the Vendor is not authorized to modify, amend, delete or distribute the platform solution.

2.2.

The Parties agree that although BTCX shall use all available efforts to continuously keep access to all Services open, however, BTCX has no influence on the permanent availability of any third-party services, providers or Blockchains. The Vendor accepts this contractual agreement and waives all claims with regards to the lack of availability of relevant Customer portals.

2.3.

As part of provision of the Services, BTCX will always comply with applicable Swiss AML law (GwG) and the regulations (SR 955.0) of its governing body VQF (www.vqf.ch). The applicable rules and regulations to combat money laundering are part of this contract and can be reviewed at http://www.btc-express.ch/aml.html.

2.4.

In addition, BTCX confirms – independently from the applicability of the clause 2.2 – platform availability of 98,9% per month average with an exception of properly announced maintenance measures.

3. Vendor Obligations

3.1.

Applicable Data Protection regulations and Terms and Conditions have to be always visible to the Vendor’s customers, and shall not be suppressed by the Vendor through technical means.

3.2.

The Vendor shall inform BTCX immediately about any interruptions or impairment of the Services. In the case that one Party becomes aware about interruption of Services related to a Bank or a Blockchain, or that the Services were used for a malicious purpose, the other Party shall be informed accordingly and immediately.

3.3.

The Compatibility of the Vendor’s IT-equipment with the BTCX platform and Services is the sole obligation of the Vendor.

3.4.

the Services, specifically the rules and regulations for Internet commerce and laws governing Data Protection have to be adhered to the level ensuring at least the minimum requirements of Swiss law. In connection hereto, the Vendor shall

(i) use only software and hardware components approved by BTCX;

(ii) only use secure alphanumeric passwords with an agreed minimum length;

(iii) report recognized system security gaps as well as cases of loss or misuse of the system or data to BTCX

3.5.

The Vendor shall also communicate every change of its contact data, persons in charge or in the details of the platform use that are of importance for the implementation of this Agreement.

3.6.

Upon the termination of the Agreement, the Vendor shall change the IT configuration of the platform back to standard.

4. Settlement Services (SE)

4.1.

For the purpose of the Settlement Services, BTCX shall create and administrate payment accounts for the sole purpose of transferring assets of the Vendor. Payment accounts can include bank accounts as well as Blockchain addresses and -wallets of BTCX.

4.2.

BTCX is a financial intermediary and regulated by the Self-regulating organisation (SRO) “VQF - Verein zur Qualitätssicherung von Finanzdienstleistungen” (www.vqf.ch).

4.3.

BTCX is not under direct supervision of the Swiss Financial Supervisory authority FINMA, the Services of BTCX are provided within the regulatory framework of the SRO.

4.4.

The assets transferred by BTCX are not insured by the Federal Deposit insurance according to Art. 6 § 2 BankV.

4.5.

BTCX shall not invest any assets it controls as part of the Services, and will not pay any interest rates to the Vendor. Any interest gains shall remain with BTCX.

5. Service Modifications

5.1.

BTCX shall choose the technical measures in the provision of the agreed services, specifically with regards to the employed technology and IT infrastructure, at its own discretion. The necessary changes shall be communicated to the Vendor at least one week before entering into force in writing (Email acceptable).

5.2.

BTCX shall also be authorized to modify the content of the services, specifically its technical details as far as the changes do not affect the content of the contractual regulations or the quality of services to the worse. The modification shall be deemed authorized by both parties if the functionalities remain equal or are improved.

5.3.

BTCX shall – if so required by the Vendor – allow changes or consent to modifications that become necessary due to legal updates.

6. Remuneration/Fees

6.1.

The current fee and pricing schedules for the provision of services incl. module configuration are defined in the Annex 1. If necessary, the remuneration of additional services is based on separate agreements.

6.2.

If the Vendor delays more than two consequent monthly payments, BTCX shall be authorized to temporarily lock the Vendor’s system access until the payments have been provided in due course.

7. Data Protection and Confidentiality

7.1.

BTCX or its connected third-party service providers will have access to private and confidential data of the Vendor or its customers. The Vendor agrees that such access to data and the storage thereof is required as part of the provision of the Services according to the applicable Swiss laws and the privacy terms displayed at http://www.btc-express.ch/privacy.html.

7.2.

The Parties shall treat all data and documentation that might be considered confidential as such during the contractual relationship and neither to record nor to use it unless required for the purposes of this Agreement. They shall equally refrain from disclosing such Confidential Information to third Parties unless expressly authorized hereto by the other Party.

8. Liabilities

8.1.

The Parties are mutually liable in cases of malice, intention, fraud or gross negligence in accordance with the protective rights of third Parties, product liability, bodily harm and the violation of cardinal contractual obligations. In cases of slight negligence, the Parties are exclusively liable for the typical and foreseeable damages. Specifically, the liability for lost profits, indirect damages and consequential damages shall be excluded. Also excluded are the remaining tort liabilities independent from the legal reasoning.

8.2.

The Parties shall inform each other of possible damages immediately upon receiving notice thereof, first per telephone and thereafter in writing. BTCX is only responsible for any cases of losses of data or programs insofar as the Vendor has failed to prevent such losses per appropriate loss prevention measures.

8.3.

In cases of Force Majeure no Party is liable for the delays or non-performance caused by such events. The Parties agree that strike does not represent a case of Force Majeure circumstances.

9. Duration and Termination of the Contract

9.1.

The Agreement is signed for a predefined time period of 12 months.

9.2.

All services of BTCX shall be provided within the framework of existing organizational and technical possibilities. The Vendor shall only be entitled to termination in cases of unreasonably long service interruption or disturbance, otherwise the Vendor shall tolerate temporary connectivity or product availability issues, e.g. due to system update implementation.

9.3.

The contractual relationship may be terminated in due order with a cancellation period of 3 months before the end of the 12 months period. If the termination does not occur, the Agreement is extended for additional 12 months. Eventually deviating times and further conditions are defined in Annex 1. The right to an extraordinary termination remains unaffected.

9.4.

All terminations shall be provided in writing

10. Final Provisions

10.1.

Publications in reference lists as well as use of brands and/or logos of the other Party shall not be allowed without the express previous consent of the affected Party in writing. All publications in the media or other publications concerning this clause equally require a previous consent. In addition, all texts are to be agreed between the Parties prior to being published.

10.2.

The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.

10.3.

This Agreement and the entire legal relationship between the parties shall be governed by the laws of Switzerland. The courts of CH-6300 Zug shall have exclusive jurisdiction. This shall not apply if and to the extent of a conflicting mandatory competence of a court under the applicable laws.

10.4.

To be able to place future updates, news and innovations correctly and at the right address, the Vendor provides the following overview of internal key contacts with regard to the execution of this Agreement:

10.5.

10.5. As long as not differently stipulated in this Agreement, the General Terms and Conditions displayed at http://www.btc-express.ch/terms.html shall apply. The Vendor explicitly acknowledges and accepts those General Terms and Conditions.