Last Updated: October 9, 2023
Simplex welcomes you to simplex.com (such website and the services of Nuvei, UAB (Lithuania) (“Simplex”) described below, collectively, the “Service”).
1. Acceptance of Terms
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICE.
The Service is not allowed for use by individuals who are under the age of eighteen (18) years old or who are not of the age of majority in the place where they are located or domiciled.
The capitalized terms indicated in these Terms have the meaning set forth in the Glossary below.
The following terms as used in these Terms shall have the definitions indicated:
Account means a unique account that Simplex creates within its system that serves as a record of your use of the Service. Account does not mean electronic money, Crypto or payment account since Simplex does not open any electronic money or payment account for you.
Affiliate means, in relation to a person or entity, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the person or entity, or a person’s or entity’s principal partners, shareholders, or owners of some other ownership interest.
Crypto, Virtual Currency, Digital Currency means one or another convertible virtual currency, such as Bitcoin: (i) that is indicated in the Service as compatible with the Service; (ii) in which both you and an Integrated Platform wish to carry out a Transaction; and (iii) that is not illegal to own, purchase or sell in Your Jurisdiction.
Data means information concerning you, an Integrated Platform, Simplex and relevant to you or a Transaction of yours as described in Section 5.
Exchange means an Integrated Platform that is in the business of buying, selling or exchanging Crypto for Fiat, Fiat for Crypto or Crypto for Crypto.
Exchange Services means those products or services offered by Exchanges to you pursuant to Exchange Terms.
Fiat means real money issued by a sovereign nation, such as, for example, United States Dollars (USD) or Euros (EUR).
Integrated Platform means a third party: (i) with whom you have entered into an agreement (being the Integrated Platform Terms); (ii) to which or from which Simplex is capable of receiving or sending Data pursuant to an Integrated Platform Simplex Agreement; and (iii) to or from which you hereby instruct Simplex to obtain or send Data.
Integrated Platform Services means products or services offered to you under Integrated Platform Terms. For example, an Integrated Platform Service might be a Crypto wallet.
Integrated Platform Simplex Agreement means an agreement between Simplex and an Integrated Platform pursuant to which the Integrated Platform agrees to communicate Data to and from you via Simplex.
Intellectual Property Rights means all intellectual property rights and all tangible embodiments of such rights, wherever located, including but not limited to the following: (i) all trademarks, service marks or other designations of origin, including all registrations and related applications and all goodwill associated with any of the foregoing; (ii) all copyrights, moral rights, and other rights in works of authorship, including all registrations and related applications; (iii) all inventions and ideas, whether patentable or not, and all patent rights, patents and patent applications; (iv) all know-how, trade secrets, confidential information, and other proprietary rights and information; and (v) all other rights covering intangible property recognized in any jurisdiction.
Transaction means an actual or attempted purchase or sale by you of Crypto from or to an Exchange for which you wish to use the Service to receive or send Data. For example, a Transaction may consist of you Buying Bitcoin from an Exchange.
Your Jurisdiction means the place where you are located or domiciled or both.
Your Wallet means a hosted or unhosted Crypto wallet that is owned and operated exclusively by you and that is compatible with the Crypto that is the subject of a Transaction.
Prohibited Use means any act or omission that is illegal in the place where you are located or normally domiciled or where Simplex or the relevant Integrated Platform is located or for any of the following:
- Betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
- Credit counseling or repair agencies;
- Credit protection or identity theft protection services;
- Direct marketing or subscription offers;
- Inbound or outbound telemarketing businesses including lead generation businesses;
- Internet, mail or telephone order pharmacies or pharmacy referral services;
- Items that encourage, promote, facilitate or instruct others to engage in illegal activity;
- Items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics;
- Items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
- Items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
- Items that promote, support or glorify acts of violence or harm towards self or others;
- Live animals;
- Medical equipment;
- Multi-level marketing businesses (MLM);
- Payment aggregators;
- Prepaid phone cards or phone services;
- Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
- Rebate based businesses;
- Sales of money-orders or foreign currency;
- Up-sell merchants;
- Using the Service as a means to transfer funds between bank accounts held in the same name;
- Using the Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
- Using the Service in a manner that Simplex or any Integrated Platform reasonably believes to be an abuse of their respective service;
- Using the Service in any manner that could damage, disable, overburden, or impair Simplex including without limitation, using the services in an automated manner;
- Using the Service in violation of the terms of these Terms, as reasonably determined by Simplex;
- Using the Service to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
- Using the Service to control an account that is linked to another account that has engaged in any of the foregoing activities;
- Using the Service to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
- Using the Service to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
- Using the Service to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
- Using the Service to send or receive what Simplex considers to be funds for something that may have resulted from fraud or other illegal behavior;
- Using the Service while impersonating any person or entity or falsely claiming an affiliation with any person or entity;
- Or weapons including replicas and collectible items;
- Weight loss programs;
- Wire transfer money orders;
- Using Service on or with respect to any good or service, which in itself or which contains any information or content that may be considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, promoting the tobacco industry or the armaments industry, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, offensive and/or violating in any way the legal rights of others or where presence of the Content or any reference to Simplex and/or the Service might be perceived as damaging to Simplex’s reputation and goodwill or actually bring Simplex into disrepute;
- Using the Service to transmit, distribute, display or otherwise make available through or in connection with the Service any content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
- Using the Service to impersonate any person or entity or provide false information on the Service, whether directly or indirectly;
- Using the Service to falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Simplex or any third party endorses you, your business, or any statement you make, or present false or inaccurate information about and/or through the Service;
- Using the Service to for or in connection with any form of spam, unsolicited mail or similar conduct; or
- Bypass any measures which may be used to prevent or restrict access to the Service or certain functionalities therein or those of third parties.
Website means Simplex website www.simplex.com or such other sites or portals through which the Service is provided to you.
3. Simplex Service
The Service consists of Simplex performing the following for you: (i) collecting and storing Data; and (ii) communicating Data to, from and between you, Simplex and Integrated Platforms. Simplex does not take possession or control of your Crypto. Simplex does not provide you with any payment service, electronic money related service, or any other regulated financial service. Simplex is not a party to any of your Transactions.
When you make selections or adjust preferences made available to you in the Account, such selections shall form part of these Terms.
4. Service Account
The Services may include an Account that will be used to identify some of your preferences and serve as a record of some of your activity within the Services. When you sign up for an Account, Simplex will use the information you provide to determine whether you are eligible for an Account as well as other purposes described in these Terms. Simplex may decline to grant you an Account (or, alternatively, suspend any existing Account without liability to you) for any reason or for no reason. Once Simplex decides that you are eligible for an Account, it may create your Account when you have completed all or some of the following steps, as determined by Simplex: (i) provide your email address; (ii) confirm your email address through an exchange of emails or by other means Simplex may require; (iii) provide your mobile phone number; (iv) verify your mobile phone by SMS exchange; (v) accept these Terms; and (vi) provide such other information as we may request. Once we create your Account, it might be accessible to you through the Service. Your Account is different from Your Wallet. At the discretion of Simplex, you may be able to create unique ID and password credentials that you will use to access your Account. You agree to keep any such Account ID and password confidential, and not share them with anyone else. You agree not to let anyone else use your Account or the Services in your name. You agree that you are solely responsible for any activities that take place via your Account or use of the Services using your identification, even if you were not aware of them.
5. Limitations on Service Availability
- Prohibited Users
The Service is not available for any Prohibited User whatsoever. The following persons or entities are prohibited from using the Service (each, a “Prohibited User”): (i) persons or entities who appear on (A) UNITED NATIONS SANCTIONS (UN); (B) AUSTRALIAN SANCTIONS; (C) BUREAU OF INDUSTRY AND SECURITY (US); (D) EU FINANCIAL SANCTIONS; (E) OFFICE OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS (CANADA); (F) US DEPARTMENT OF THE TREASURY OFFICE OF FOREIGN ASSET CONTROL (OFAC) – SPECIALLY DESIGNATED NATIONALS (SDN); (G) UK FINANCIAL SANCTIONS (HMT); (H) US CONSOLIDATED SANCTIONS; (I) DEPARTMENT OF STATE, AECA DEBARRED LIST (US); (J) DEPARTMENT OF STATE, NONPROLIFERATION SANCTIONS (US); (K) SANCTIONS APPLIED BY LITHUANIAN GOVERNMENT (ii) persons or entities or who are nationals or residents of the countries established in this list: LINK; (iii) persons or entities who are less than 18 years of age or not of the age of majority in both Your Jurisdiction and Lithuania; (iv) persons or entities located in or domiciled in a jurisdiction where use of the Service or Transactions is illegal or requires a license or registration that such person or entity does not hold; and (v) persons, or their Affiliates who have been subject to termination by Simplex.
If you are not yet both eighteen (18) years old and of the age of majority in Your Jurisdiction and Lithuania, you may not use the Service. We reserve the right to require you at any stage to provide proof of age so that Simplex can verify that you are not a Prohibited User. Prohibited Users shall be blocked from using the Service.
- Prohibited Uses
The Service is not permitted for any Prohibited Use whatsoever. You shall not use the Service for any Prohibited Use (as defined in the glossary above).
- Prohibited Crypto
You shall use the Service only in furtherance of Transactions involving only Crypto that has been indicated as compatible by the Integrated Platform, Exchange and Simplex, such as they may be from time to time. All other crypto currencies or tokens that are not indicated as compatible with the Service are considered as prohibited Crypto meaning that the Service cannot be used for any Transactions involving them (“Prohibited Crypto”).
You are prohibited from using the Service to transact in Prohibited Crypto even if such Crypto is available from an Integrated Platform.
The fact of the Service being compatible with one or another Crypto shall not be construed as a representation as to the actual or future value of the Crypto or a legal or other opinion as to the status of the Crypto as a security. Nothing in the Service shall be construed as an endorsement of any Crypto.
- Service Modifications, Suspension or Termination
Simplex reserves the right to modify the Service, suspend or terminate it without prior notice to or consent from you. Simplex shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Service.
The Services allow you to send and receive Data with respect to a Transaction to, from and between us, Exchanges and other Integrated Platforms. The Services allow you to send and receive Data with respect to a Transaction to, from and between us, Exchanges and other Integrated Platforms. From time to time, Exchanges may offer to sell or buy Crypto to or from you, always pursuant to their own Exchange Terms to which Simplex is not a party. If you wish to use the Services to deliver Data concerning a Transaction to an Exchange or other Integrated Platform, then you have to complete the Data fields provided to you through the Service, and Simplex will use commercially reasonable efforts to send or receive the Data in question to or from the Integrated Platform in question, as the case may be.
- Simplex Party to These Terms
Simplex is a Lithuanian entity operating from Lithuania.
- Your Crypto Purchase or Sale Transaction
For a Transaction consisting of your purchase or sale of Crypto from or to an Exchange, the Service may display to you the price at which an Exchange is offering to sell or buy Crypto. That price is Data from the Exchange simply communicated to you by Simplex through the Service, with no representation as to its accuracy. Price information supplied through the Services are no representation as to the actual or future market value of any Crypto. You may then be able to use the Service to inform the Exchange of the amount of Crypto you wish to purchase or sell, supply your payment information and other Data necessary for the prevention of the financing of terrorism, money laundering, fraud and security breaches. Simplex will use commercially reasonable efforts to deliver such Data to the Exchange and its replies to you with respect to the Transaction. Simplex reserves the right to suspend the Services in respect of any or all Transactions pursuant to the provisions of these Terms. Each Exchange has the right to also suspend or decline any Transaction at their discretion and pursuant to their Exchange Terms. Crypto Transactions, if any, occur pursuant to Exchange Terms and not these Terms.
- Other Transactions
- Simplex Not Party to Transactions
Simplex is not a party to Exchange Terms or other Integrated Platform Terms and has no liability to you or any third party under any of them. Simplex does not itself purchase or sell any Crypto or Fiat. Simplex does not take possession or control of Transaction Crypto or Fiat, except pursuant to a separate agreement to which you are not a party. If an Integrated Platform is a seller of Crypto to you that Integrated Platform is a client payment processing of Simplex, then Simplex might, pursuant to a separate agreement with such seller take possession of Fiat for such seller as a payment processor and agent of such seller, but at no time do you rely on the solvency of Simplex to complete any Transaction. All Transactions, if any, take place between you and an Exchange; Simplex is not a party to them. If you have used Simplex to provide or receive payment Data (e.g. a payment card or bank account information) so that the Exchange can take a payment from you or make a payment to you and such payment succeeds or fails, you do not receive the corresponding Crypto that you have agreed to purchase under the Transaction or do not receive the corresponding Fiat you have agreed to accept in exchange for the sale of Crypto under the Transaction, Simplex shall have no liability to you for such outcomes and you shall look to only the Exchange for recovery. If you are entitled to a refund from an Exchange or other Integrated Platform for a given Transaction or otherwise, you shall look only to that third party for such refund and not to Simplex. If your payment method for Crypto does not work or is declined by Exchange or other Integrated Platform, Simplex is not liable for such failures and shall have no duty to extend credit to you or cause any third party to complete any Transaction. Simplex does not endorse any third party product or service even if such third party is an Integrated Platform. Exchanges may decline to make or receive payment by any method as established under the Exchanges’ terms and conditions.
- Payment Account Information Storage and Transfer
- Anti-Money Laundering requirements
Exchanges and other Integrated Platforms are mostly government-licensed, registered and regulated entities that have a legal obligation to review Transactions to prevent the financing of terrorism, money laundering, crime, fraud and other illegal or risky activity. Out of an abundance of caution, Simplex also screens users of its Service for the same purpose. During and following the term of these Terms, you shall provide such Data as Simplex or any Integrated Platform shall require to perform a thorough review of each Transaction and you as a customer. Any failure by you to provide such information constitutes a material breach of these Terms.
Simplex does not charge you fees for its Service of communicating Data with respect to your Transactions. Simplex does not provide you with any financial services. Any fees charged by Simplex, if any, will be disclosed to you prior to being charged and are in consideration for additional related services necessary for completing the Transaction in a compliant manner. The amount of fees charged by Simplex may differ depending on the referring site/application. Fees charged by Simplex are not refundable. Exchanges and other Integrated Platforms also charge fees under their respective terms; please read them carefully before carrying out any Transaction. Amounts that you pay to an Exchange or other third party may be subject to foreign exchange conversion costs for which Simplex is not liable. Your payment card issuer or other payments provider may charge fees for your use of the relevant payment instrument when processing a Transaction with an Exchange; Simplex is not liable for any such fees or other banking fees you may incur.
- Cancellation Policy
Once a payment is approved and Crypto has been sent to your wallet address (when you are buying Crypto) or and Crypto has been sent from your wallet address (when you are selling Crypto), it cannot be canceled or refunded.
Payments that are still pending might be possible to cancel depending on the cancellation and refund policies of Integrated Platforms.
To cancel a pending payment and get a refund, send a request via email to the contact information of the appropriate Integrated Platform. You can also contact and Simplex will use commercially reasonable efforts to share your request with the Integrated Platform in question [email protected].
7. CRYPTO RISK
You acknowledge and accept that there are inherent risks associated with Crypto and that such risks extend to Transactions. These risks include but are not limited to the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to Account (if any) or Your Wallet. It is your responsibility to familiarize yourself with the risks involved with Crypto, their protocols and networks. Some Crypto may be deemed by one or another regulator to be securities. Use of the Service does not remove these risks. Simplex is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused. Transactions are contingent on the relevant Crypto network remaining operational which may be a function of Crypto miners, none of which are controlled by Simplex and for which Simplex has not liability. You acknowledge and agree that the value of Crypto can change rapidly and without warning, increase or decrease unexpectedly and may even fall to zero. Transactions will take time to be confirmed and may in some cases not be completed. If you attempt to send or receive Crypto that are not supported by Your Wallet or Integrated Platform they may be lost entirely and not be recoverable. In no event will Simplex be liable to you or to any third party for any of the foregoing. If the Services post a dollar value in association with a given Crypto, such posting does not constitute a representation or guarantee as to the actual or projected value of such assets. Instead, it is third party Integrated Platform information published to Service for your general information only, and you should not rely on it for any financial decision. It is your responsibility to independently ascertain the value of your Crypto, without relying on the Services. You understand and accept that there are also inherent risks associated with using any Crypto. Crypto is not Fiat money and it is not insured by the FDIC or any other insurer or government. Most Crypto Transactions are irreversible and if you lose the private keys to Your Wallet, all your Crypto may be taken and may not be retrievable. These risks include but are not limited to unanticipated changes to the network protocol and unknown vulnerabilities which may include or result in underlying technology attacks. Other possible changes that could render Your Wallet inaccessible may include forks or rollbacks of Crypto, networks, or blockchains. Simplex has no control over any Crypto and will not be responsible for any loss you suffer when you transact via any Crypto.
Simplex has no duty to monitor the Services for fraud or other suspicious activity. However, if Simplex determines that any instance of the Service exposes you, Simplex or any third party to any legal, financial, security or reputational risk, Simplex reserves the right to suspend the Service in respect of the Transactions, persons or entities involved and Simplex shall have no liability you or any third party for such action.
8. Your Representations and Warranties
You represent and warrant to Simplex that:
- You shall not use the Service for any Prohibited Use or in support of any Prohibited User or for any Prohibited Crypto transaction;
- You shall not use the Service for transactions that are not with Integrated Platforms;
- The execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject;
- You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder;
- If you use the Service on behalf of a business, corporate or charitable entity, you represent, warrant and agree: (i) that you are duly authorized under any applicable law to represent such entity in connection with these Terms and to commit it to be bound by these Terms; (ii) hereby make all representations and warranties herein on both your and its behalf; and (iii) personally guarantee performance by such entity hereunder;
- You possess the knowledge and judgment necessary to decide whether to use the Service or otherwise engage with other use of the Service;
- Your Wallet is owned and controlled exclusively by you;
- You are solely responsible for complying with applicable laws regarding use of the Service and Integrated Platforms including, without limitation, the determination of whether a Transaction complies with laws applicable to you;
- You shall not rely on Simplex and fully understand that Simplex does not provide any endorsement, support, financial advice, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any goods, services, information or content that may be available to you in connection with an Exchange or any other Integrated Platform;
- You shall obtain independent professional advice (including financial, legal, accounting, commercial and any other advice) to protect your interests before engaging in any Transaction. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and Simplex;
- You shall not use the Service to share any passwords or private keys for Your Wallet or other accounts;
- You shall not infringe any Intellectual Property Rights of Simplex (including, but not limited, Intellectual Property Rights of the Service – Simplex owns all rights to the Service not expressly granted to the Users under these Terms); and
- You have read and agree to assume the risks identified above.
9. Intellectual Property Rights
The Service is protected by copyright, trade secret and other Intellectual Property Rights. Simplex owns the title, copyright and other worldwide Intellectual Property Rights in the Service. Nothing in this Agreement grants you any right, title or interest in the Service or other software or Intellectual Property Rights of Simplex. All Intellectual Property Rights relating to the Service and all elements thereof shall be and shall remain the property of Simplex and its licensors.
You shall not:
- copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on the Service, including any information, material and data available on the Service (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, without Simplex’s prior written consent;
- copy, modify, create derivative works of, reverse engineer, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble the Service or permit others thereto;
- make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Simplex’s prior written consent;
- create a browser or border environment around the Service or Content, link, including in-line linking, to elements on the Service, such as images, posters and videos, and/or frame or mirror any part of the Service, unless as expressly permitted hereunder;
- interfere with or violate any right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;
- transmit or otherwise make available in connection with the Service, and/or use the Service to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- interfere with or disrupt the operation of the Service, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- sell, license, or exploit for any commercial or non-commercial purposes any use of or access to the Content or Service;
- create a database by systematically downloading and storing all or any of the Content, or forward any data generated from the Service without the prior written consent of Simplex;
- infringe any Intellectual Property Rights of Simplex in any other possible way.
“Simplex”, “Nuvei” and all logos and other proprietary identifiers used by Simplex in connection with the Service (“Simplex Trademarks”) are all trademarks and/or trade names of Simplex and/or Nuvei, or their licensors, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on or with respect to the Service, including on or in connection with an Integrated Platform, belong to their respective owners (“Third Party Marks”). No right, license, or interest to Simplex Trademarks or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Simplex Trademarks or the Third Party Marks and therefore you will not use any of those marks, unless expressly permitted herein.
You shall not remove any copyright notices, restrictions and signs indicating proprietary rights of Simplex or its licensors, including copyright mark [©] or trademark [® or ™] contained in the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You shall not engage in using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Simplex Marks.
You represent that all Data and other information that you provide to Simplex and Integrated Platforms shall be true and accurate. Any false or fraudulent information or use of Service is prohibited. Without limitation, to the extent that you provide us or any Integrated Platform with any information that is false or misleading, you shall be responsible for any losses or claims arising therefrom.
In addition, legal entities shall also: (i) procure any consents necessary for the processing of personal data that are necessitated by this agreement, (ii) provide data subjects with the appropriate data privacy notices required by relevant data protection legislation, and (iii) maintain records of the consent collected and the notices provided and make them available for inspection upon the giving of 30 days’ notice by Simplex.
On any termination of these Terms or the Service, Simplex and its Affiliates may, at their discretion, maintain a copy of your Data for up to ten (10) years but use it only (i) to compile anonymized statistical information; (ii) to reduce possible instances of fraud; and (iii) to comply with applicable laws.
11. US Data Protection
To the extent that the Service requires the Processing of Client Personal Information of a U.S. person, the Parties agree to the following:
The following terms in this provision shall have the meanings set out below:
- “Client Personal Information” is the Personal Information processed by Simplex under or in connection with the Agreement;
- “Data Protection Laws” are the laws and regulations applicable to the Processing of Personal Information including but not limited to the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”);
- “Personal Information” is information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular identifiable person or household;
- “Personal Information Breach” is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, Client Personal Information;
- “Process” means the collection, handling, use, storage, disclosure, transmission or any other operation performed on Personal Information;
- “Services” means the services, work, tasks or other activities, including Processing that Simplex will perform for you as described in the Agreement; and
- “Subprocessor” is any third party who is engaged by Simplex to carry out specific Processing activities with Client Personal Information.
Roles of the Parties
The Parties agree that, except as otherwise expressly set forth in the Agreement, you shall determine the purposes and means of the Processing of Client Personal Information and you appoint Simplex to Process the Client Personal Information.
Service Provider Obligations
- Simplex agrees to comply with applicable Data Protection Laws and shall instruct its employees, agents and Subprocessors comply with the Applicable Data Protection Laws as well as the terms of the Agreement with respect to Client Personal Information.
- Simplex will: (a) only Process Client Personal Information to the extent strictly necessary for the performance of its obligations under the Agreement, (b) comply with all written instructions from you in relation to Client Personal Information.
- Simplex will not: (a) use, distribute, sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate Client Personal Information to another party for monetary or other valuable consideration, (b) retain, use or disclose Client Personal Information for any purpose other than the specific purpose of performing the Services specified in the Agreement, including retaining, using or disclosing the Client Personal Information for a commercial purpose other than providing the services specified in the Agreement, (c) retain, use, or disclose the Client Personal Information outside of the direct business relationship between you and Simplex.
Subject to any confidentiality obligations in the Terms, Simplex shall take reasonable steps to ensure the reliability of any of its employees, agents and Subcontractors who may have access to Client Personal Information, ensuring in each case that access is limited to those individuals who need to access such data as strictly necessary to deliver the Services. Further, Simplex shall ensure that Simplex personnel are subject to confidentiality obligations at least as restrictive as those contained in this provision or are subject to an appropriate statutory obligation of confidentiality.
Subject to any other security obligations in the Terms, Service Provider will implement and maintain appropriate technical and organizational measures consistent with those required by Applicable Data Protection Laws for the protection of the security, confidentiality, and integrity of the Personal Information. Service Provider will not materially decrease the overall security of the Services while the Terms are in effect.
Simplex shall promptly notify you, and provide full details thereof, if it receives any communication from any individual or any representative of an individual requesting to exercise their rights under Applicable Data Protection Laws with regard to Client Personal Information. Simplex shall provide reasonable assistance and cooperation as is necessary to enable you to comply with the exercise of such rights by an individual.
Personal Information Breach
Simplex shall notify you without undue delay upon becoming aware of a Personal Information Breach and shall provide you with sufficient information which allows you to meet any obligations to report a Personal Information breach under Applicable Data Protection Laws. Such notification shall at a minimum: (i) describe the nature of the Personal Information breach, the categories and numbers of individuals concerned, and the categories and numbers of records concerned; (ii) describe the likely consequences of the Personal Information breach; and (iii) describe the measures taken or proposed to be taken to address the Personal Information Breach.
You consent to Simplex engaging Subprocessors to Process Client Personal Information provided such engagements are consistent with the terms of this Addendum and the Agreement. Simplex shall, upon request, provide you a list of Subprocessors who process Client Personal Information.
Return or Disposal of Data
Except as required by Applicable Law or to mitigate against fraud or other risks, upon expiration or termination of the Terms (or sooner if reasonably requested by you), Simplex shall securely delete or return all Client Personal Information, including any automatically created archival copies of such data, in its possession or under its control (including all Client Personal Information Processed by any Subprocessor), in accordance with the terms and timelines of the Agreement, or if not stated, within thirty (30) days of the Agreement’s termination or expiration, unless otherwise required by Applicable Data Protection Laws.
12. Integrated Platforms and Other Third Party Services
The Service may be accessible through or linked to certain third party Integrated Platforms, such as Exchanges. Such Integrated Platforms are independent from the Service. You acknowledge that Simplex has no control over Integrated Platforms or any other third parties, and further acknowledge and agree that Simplex is not responsible for the availability of Integrated Platforms or any other third party services, and does not endorse and is not responsible or liable for and makes no representations as to any aspect of such third parties, including, without limitation, any goods, services, content, advertisements, products, or any materials available from them, compliance with legal requirements, the manner in which the third party processes personal data or any interaction between you and such third party.
You shall read all Integrated Platform Terms and only accept them if you agree with them, and, if you use any other third party’s services, such third party services shall be governed solely by the terms and conditions and privacy policies of such third party.
You hereby instruct each Integrated Platform with whom you have Integrated Platform Terms to share Data concerning you and your Transactions with Simplex in order for Simplex to deliver the Services and to assist in attempting to prevent illegal, fraudulent or other harmful activity.
The Service’s availability and functionality depend on various factors, such as communication networks, software, hardware, Simplex’s service providers and contractors, and such Third Party Services carrying the Service. The Service shall not operate or be available at all times without disruption or interruption and is not immune from unauthorized access and errors.
14. LIMITATION OF LIABILITY
SIMPLEX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICE.
THE SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
SIMPLEX AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “SIMPLEX AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY OR COMMUNICATED BY SIMPLEX HEREUNDER OR BY ANY THIRD PARTY.
SIMPLEX DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE INTEGRATED OR LINKED TO THE SERVICE OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE, INCLUDING ANY EXCHANGE OR OTHER INTEGRATED PLATFORM.
SIMPLEX DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. SIMPLEX MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME OR TO DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SIMPLEX AND/OR ANY OF THE SIMPLEX AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF SIMPLEX TO PERFORM UNDER THESE TERMS, AND OTHER ACT OR OMISSION OF SIMPLEX BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM YOUR CONDUCT OR THAT OF ANY EXCHANGE, INTEGRATED PLATFORM OR OTHER THIRD PARTY.
NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF SIMPLEX UNDER THESE TERMS EXCEED USD$10.00 (TEN UNITED STATES DOLLARS).
Simplex’s obligations towards you will be absolutely discharged upon delivery of Data to you or an Integrated Platform, as the case may be.
You shall defend, indemnify and hold harmless Simplex and any Simplex Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising from: (i) your use of the Service (or any part thereof); (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Service, including without limitation any damage related to cryptocurrency purchased and/or sold by you from or to an Exchange and in connection with the Service; (iv) your violation of any third party rights; and (v) any charge-back or cancellation of any monetary deposit, cryptocurrency transfer or payment made by you through the Service.
At any time, Simplex may block your access to the Service or terminate these Terms, for any reason, at its sole discretion, in addition to any other remedies that may be available to Simplex under any applicable law.
Additionally, Simplex may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Simplex does not assume any responsibility nor liability with respect to, or in connection with the termination of the Service and/or loss of any data in case of termination of the Service or the Terms.
You may terminate these Terms at any time for any reason or for no reason. However, you acknowledge that upon accepting these Terms you refuse your right to withdraw from these Terms with respect to that particular Service involving communicating Data to, from and between you, Simplex and Integrated Platforms.
No termination of these Terms shall reduce any of your liabilities which accrued prior to such termination.
- These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Simplex and you.
- These Terms, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising hereunder or related hereto and/or to the Service, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the Republic of Lithuania without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Vilnius, Lithuania.
Consumers who believe that Simplex has violated their rights or legitimate interests related to the Services, shall first submit their complaint to Simplex in writing through the contact information posted in the Service and specify their demands. If you disagree with our answer, you may submit your complaint to the State Consumer Rights Protection Service (website www.vvtat.lt) or fill out a request form at http://ec.europa.eu/odr/. Legal disputes are solved in accordance with the procedure established by the applicable legal acts, including Article 29 of the Law on the Protection of Consumer Rights of the Republic of Lithuania. This provision shall be without prejudice to the application of other remedies available to consumers under EU or EU countries laws.
- Simplex may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof without Simplex’s prior explicit and written consent will be null and void.
- If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
- Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
- These Terms constitute the entire terms and conditions between you and Simplex relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Simplex and you, including, without limitation, those made by or between any of Simplex respective representatives, with respect to the Service. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Simplex in entering into these Terms.
- The following provisions of these Terms shall survive any termination hereof:, 2 Glossary, 4 Limitations on Service Availability, 5.1 Simplex Party to These Terms, 5.5 Payment Account Information, 5.5 AML, 5.7 Fees (accrued prior to termination), 6 CRYPTO RISK, 7 Your Representations and Warranties, 8 Intellectual Property Rights, 9 Privacy, 11 US Data Protection, 12 Integrated Platforms and Other Third Party Services, 14 LIMITATION OF LIABILITY, 15 Indemnification, 17 Termination, 18 General and 19
- Confirmation of the use of English by the users in Lithuania: By entering into this Agreement, you acknowledge that you understand English and that you are concluding this Agreement in English. You acknowledge that English is known to you and that you understand all information contained in these Terms drafted and provided in English. You agree that all communications will be in English, unless otherwise provided in the Agreement.
Naudotojų Lietuvoje patvirtinimas dėl anglų kalbos naudojimo: Sudarydami šią Sutartį jūs patvirtinate, kad suprantate anglų kalbą ir kad šią Sutartį dėl Simplex paslaugų sudarote anglų kalba. Jūs patvirtinate, kad anglų kalba yra jums žinoma ir jūs suprantate visą šioje Sutartyje esančią informaciją parengtą ir pateiktą anglų kalba. Jūs sutinkate, kad visa šalių komunikacija bus anglų kalba, išskyrus jei kitaip nenumatyta Sutartyje.
If you have any questions or comments concerning these Terms or the Service, please contact Simplex through the contact information posted in the Service. Please do not use the Services unless you fully understand these Terms and agree with them.