Last Updated: October 20, 2021
Simplex Payment Service Limited (UK) (“Simplex UK”), Simplex Payment Services, UAB (Lithuania) (“Simplex Lithuania”) and Simplex (US), Inc. (“Simplex US”) (each, “Simplex”) welcomes you to simplex.cc or simplex.com (such websites and the services of Simplex described below, collectively, the “Service”). Capitalized words in these Terms are defined in a glossary posted at the end of these Terms.
As detailed below, depending on where you are located and with which Integrated Platform you are transacting with, the term ‘Simplex’ in this Agreement will mean either Simplex UK and Simplex Lithuania, collectively, or Simplex US.
- 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 Section 18, below (Glossary).
- 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.
When you make selections or adjust preferences made available to you in the Account, such selections shall form part of these Terms.
- 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 of the following steps: (i) provide your email address to us; (ii) confirm your email address through an exchange of emails; (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.
- Limitations on Service Availability
4.1. Prohibited Users
The Service is not available for any 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 Cuba, Iran, North Korea, Sudan, or Syria; (iii) persons or entities who are less than 18 years of age or not of the age of majority in Your Jurisdiction; (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, 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.
4.2. Prohibited Uses
The Service is not permitted for any use whatsoever. You shall not use the Service for any Prohibited Use (as defined in the glossary below).
4.3. Prohibited Crypto
The Service does not support any Transaction with any Exchange or other Integrated Platform whatsoever. 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, as applicable (all other, crypto currencies or tokens that are not so indicated, “Prohibited Crypto”).
If you are resident, domiciled or located in the State of Texas, all stablecoin, meaning Crypto that is backed by sovereign currency, precious metals, or other cryptocurrency, is Prohibited Crypto, unless the relevant Exchange or Integrated Platform selling to you is licensed as a money transmitter by the Texas Department of Banking.Some digital tokens are illegal securities. You shall not use the Service in respect of any trade in any shares, equity or other security, whether legal or not. If you are not sure whether a given asset is a security, please obtain legal advice in Your Jurisdiction, and consult the U.S. Securities and Exchange Commission (SEC) publications on ICOs (www.sec.gov/ICO) and related topics. The fact of the Services being compatible with a given Crypto shall not be construed as an opinion as the securities status of the Crypto or any other legal or factual aspect of the Crypto.
4.4. 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. You agree that Data or other content available through the Service may be changed or removed at any time without any notice to you. Simplex shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Service.
5.1. Simplex Party to These Terms
If the Integrated Platform with which you are transacting using the Services is located in the US, then Simplex UK and Simplex Lithuania shall not be deemed parties to these Terms.
If the Integrated Platform with which you are transacting is located in the EU, then Simplex US shall not be deemed a party to this Agreement.
5.2. 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 the Service, with no representation as to its accuracy. 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 at its sole and absolute discretion for any reason or for no reason. 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.
5.3. Other Transactions
5.4. 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. Simplex does not take possession or control of Transaction Crypto or Fiat, except pursuant to a separate agreement, if any, between Simplex Lithuania and a seller of Crypto that is a client of Simplex Lithuania. 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.
5.5. Payment Account Information Storage and Transfer
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 and other illegal or risky activity. 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 you and each Transaction. Any failure by you to provide such information constitutes a material breach of these Terms.
Simplex does not charge you fees for its Services. Your use of the Service is your consideration of Simplex performance hereunder. Exchanges and other Integrated Platforms do 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 use of your payment instrument when making payment Transaction with an Exchange; Simplex is not liable for any such fees or other banking fees you may incur.
- Risk of Crypto
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. 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 us not Fiat money and it is not insured by the FDIC or any other insurer. 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.
- Your Representations and Warranties
7.1. 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;
7.2. You shall not use the Service for transactions that are not with Integrated Platforms;
7.3. 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;
7.5. 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;
7.6. 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;
7.7. You possess the knowledge and judgment necessary to decide whether to use the Service or otherwise engage with other use of the Service;
7.8. Your Wallet is owned and controlled exclusively by you;
7.9. 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;
7.10. 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;
7.11. 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;
7.12. You have read and agree to assume the risks identified above; and
7.13. You shall not use the Service to share any passwords or private keys for Your Wallet or other accounts.
7.14. You shall not use the Service to share any passwords or private keys for Your Wallet or other accounts;.
7.15. 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).
- 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:
8.1. 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;
8.2. copy, modify, create derivative works of, reverse engineer, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble the Service or permit others thereto;
8.3. 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;
8.4. 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;
8.5. interfere with or violate any other your 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;
8.6. 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;
8.7. 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;
8.8. sell, license, or exploit for any commercial or non-commercial purposes any use of or access to the Content or Service;
8.9. 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;
8.10. infringe any Intellectual Property Rights of Simplex in any other possible way.
“Simplex” 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, 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 avoid using 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.
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 seven (7) 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.
- 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.
- 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 FAILURRE 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.
You may terminate these Terms at any time for any reason or for no reason.
No termination of these Terms shall reduce any of your liabilities which accrued prior to such termination.
16.1. 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.
16.2. 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 State of Israel] 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 [Tel Aviv, Israel].
16.3. 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.
16.4. 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.
16.5. 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.
16.6. 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.
16.7. 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.
16.8. The following provisions of these Terms shall survive any termination hereof:, 4 (Limitations on Service Availability), 5.4 (Payment Account Information), 5.5 (AML), 6 (RISK OF CRYPTO), 7 (Representations and Warranties), 8 (Intellectual Property Rights), 9 Privacy, 10 (Third Party Services), 12 (LIMITATION OF LIABILITY), 13 (Indemnification), 15 (Termination), 16 (General) and 18 Glossary.
If you have any questions or comments concerning these Terms or the Service, please contact Simplex through the contact information posted in the Service.
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.
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.
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.
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 Refund Wallet means Your Wallet identified by you to an Exchange, via the Service or otherwise, for refunds to you.
Your Wallet means a 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.