Partner Terms & Conditions

1.1 These General Terms and Conditions (Terms) establish the terms and conditions for using the vehicle sale platform and cryptocurrency exchange www.CryptoAutos.com (CryptoAutos.com) and the Services, as defined below.

1.2 CryptoAutos.com is operated and administered by (Operator or we):

1.3 Users of CryptoAutos.com, as defined below, express their agreement with the Terms and their commitment to comply with them by any means and in any form when using CryptoAutos.com. Persons who do not agree with any of the conditions of the Terms do not have the right to use CryptoAutos.com. Users who create an account confirm their agreement with the Terms during the registration process.

2.1 The following capitalised terms used in these Terms shall have the following meanings:

2.2 Terms not defined in Section 2.1 hereof shall be understood as defined in other Sections of the Terms, Applicable Laws, or as commonly understood in standard commercial practice.

2.3 In these Terms, except where the context requires otherwise, words referring to the singular shall include the plural and vice versa. Any phrase prefaced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words introduced by those terms.

3.1 In order to use the Services, except for simple navigation on CryptoAutos.com (for example, examination of information about the activities of the Operator and the offered Services), the User must create an Account.

3.2 In order to log in to the Account, you require email address and password. The email address specified by you and intended for your identification and login to the Account shall be valid throughout the entire period of validity of the Account. Upon your request, we may change the email address manually. Such request should be submitted to email address specified in Section 1.2 hereof.

3.3 CryptoAutos.com is not intended for Persons under the age of 18. Persons under the age of 18 shall not have the right to create an Account.

3.4 You are entitled to create only one Account and are not allowed to create additional Accounts on CryptoAutos.com. The Operator has the right to immediately remove from CryptoAutos.com any additional Accounts created by you that do not comply with the requirements set forth in this Section of the Terms.

3.5 In the event where the Operator removes the Account in cases set out in these Terms due to the User's fault, the User shall have no right to create new Accounts on CryptoAutos.com. The Operator shall have the right to immediately remove all additional Accounts from CryptoAutos.com.

3.6 You shall be responsible for maintaining the confidentiality of the Account login data and for any activities carried out by third parties on your behalf in the Account due to your failure to ensure the confidentiality of these login data. You undertake to immediately (not later than on the same Business Day (in case of Non-Business Day, on the earliest Business Day)) notify the Operator using the contact details specified in these Terms of any loss or unauthorised use of login data or any other breach of security or confidentiality of these data.

3.7 By registering and creating an Account with CryptoAutos.com, you will have access to CryptoAutos.com but cannot use our Services until you become an authorized user or a representative of a user. We shall have the right to review and assess information and documents submitted by you to us through our third-party processor. Upon successful assessment and verification of the information and documents obtained by us or by our third-party processor, the Account will be activated, unless we conclude that you are not eligible to gain access to CryptoAutos.com and our Services. Further information regarding the verification and AML/CTF checks is provided in Section 4 hereof.

3.8 You are prohibited from controlling or using an Account that is not yours or allowing anyone who is not a duly authorized Person to have access to or use your Account.

4.1 When requested by us, the User is obliged to provide us with all their personal information needed for us to perform a KYC (Know Your Customer) procedure. The KYC procedure takes place prior the opening an Account and also may take place any time afterwards.

4.2 We are entitled to refuse provision of the Services to the User or stop an existing provision of Services, if it has reasons to suspect that the User:

• has presented to us incomplete, misleading or inaccurate documents and information or refuses to submit the documents and information requested by us;
• has not submitted at all or submitted insufficient documents for the identification of the User;
• has submitted forged documents to us, or the submitted documents do not comply with our requirements or requirements of the Applicable Laws;
• is or has been involved in the criminal activities;
• is affiliated with a person or a company against whom/which the Operator applies restrictions on provision of the Services;
• is engaged in activities which, in our view, may be performed with a purpose of money laundering or terrorist financing or we have reasons to suspect that the User is involved in money laundering or terrorist financing, or international sanctions circumvention activities.

4.3 We may also refuse provision of the Services to the User at any time due to any other reasons not listed above, e.g. when the money laundering risk attributed to the particular User is outside our risk appetite, for example due to User's affiliation to a state / country, or when receiving an order from any regulatory body. We have the right to not disclose the reason we refused provision of the Services to the User. Our refusal to provide Services to the User leads to us terminating these Terms as established below.

5.1 We shall make all reasonable efforts to make the Services available 24 hours a day, 7 days a week, 365 days a year, excluding scheduled maintenance. However, we cannot and do not guarantee the uninterrupted availability of the Services, as your successful access to the Services may be affected by many factors beyond our control. Factors other than maintenance that may affect the availability of the Services include, but are not limited to:

• breakdown, malfunction, failure to timely update or other deficiency of any device used by you to access the Services occurring through no fault of the Operator,
• disruptions of communication or power supply services,
• other events or circumstances beyond the reasonable control and influence of the Operator.

5.2 The Operator will make reasonable efforts to notify of the planned maintenance works on CryptoAutos.com affecting or likely to affect the operation of CryptoAutos.com or the provided Services at least 5 Business Days in advance, unless this is objectively impossible, for example, in the event of a need to take immediate action to ensure the safety of CryptoAutos.com and/or its Users or to correct deficiencies in CryptoAutos.com or the Services provided thereon. Please note that this provision does not apply if the maintenance works on CryptoAutos.com should not affect the User experience on CryptoAutos.com and the provided Services.

5.3 All information about the characteristics and specifications of the specific Services provided on CryptoAutos.com is available on its website. Before using the respective Services, you undertake to get acquainted with their characteristics, specifications and, on the basis of the information provided by us, to independently decide whether the Services are in line with your interests and needs. Except for the information regarding the Services clearly provided to you, we do not make any warranties, including any implied warranties of fitness for a particular purpose.

6.1 By using CryptoAutos.com and/or any Services provided thereon, you undertake:

• to provide us with information, documents and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with normal functioning of CryptoAutos.com,
• to notify us immediately and no later than within 48 hours, of any changes to any information you have provided to us in connection with these Terms...
• not to use automatic devices, applications, algorithms or methodologies, or any similar or equivalent manual processes to access, acquire, copy or monitor any part of CryptoAutos.com...
• not to seek unauthorised access to any part or function of CryptoAutos.com, or systems or networks associated with CryptoAutos.com by hacking, password mining or other unlawful means,
• not to take any actions which would unreasonably or disproportionately overwhelm CryptoAutos.com infrastructure or the systems or networks related to CryptoAutos.com,
• not to use any device, software or other actions that interfere with or are intended to interfere with the proper functioning of CryptoAutos.com...
• not to use CryptoAutos.com or any content provided thereon for any unlawful or non-compliant purposes or to incite to any unlawful activities...
• comply with the requirements of these Terms, Applicable Laws and Laws applicable to you when using CryptoAutos.com.

6.2 By using CryptoAutos.com and/or any Services provided thereon, you represent and warrant to us that you, or the legal person you represent, where applicable:

• have read our Privacy Policy and agree to be bound by it,
• have the right and appropriate authority to assume the obligations set out in these Terms,
• in the event where you enter into a contractual relationship on the basis of these Terms on behalf of a legal person, performed all actions necessary for the proper conclusion of the agreement...
• entered into a contractual relationship on the basis of these Terms without infringing or purporting to infringe the Laws applicable to the User and the Applicable Laws,
• there are no known circumstances that could impair the User's ability to fulfil, either wholly or partially, their obligations under these Terms,
• have the right to upload User Content to CryptoAutos.com and perform other actions on User Content using the Services,
• agree and acknowledge that any and all actions (transactions) performed by using your Account and related to the use of our Services...
• confirm that you have enough knowledge relating to Digital Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value...
• agree and represent that any Fiat or Digital Asset you use in connection with the Services is derived from legal sources,
• confirm that, excluding any advertisement in the normal course of marketing our Services, we have not advised you...
• confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide...

7.1 The role of the Operator with regard to the Listings is limited to publishing the Listings uploaded by the Dealers on CryptoAutos.com. The Operator does not engage in vehicle trade and does not provide vehicle-related services to Buyers or other persons.

7.2 The Listings are displayed on CryptoAutos.com on the basis of the following criteria:

• Listings are displayed in sequence according to their upload date, starting with the most recent Listing.
• Buyers have the ability to filter Listings according to desired criteria, such as brand, year, or to use the search function to find a specific vehicle on CryptoAutos.com.

7.3 Upon selection of the vehicle on CryptoAutos.com, the Buyer shall contact the Operator via contact details specified in Section 1.2 hereof. The Operator will provide the Buyer with the contact details of the Dealer in order to further proceed with the transaction.

7.4 The Buyer and the Dealer independently enter into and determine the terms of the vehicle sale purchase agreement, without the involvement of CryptoAutos.com and the Operator. The Operator is not a party to the vehicle sale purchase agreement and, to the maximum extent permitted by Applicable Laws, is not responsible for the fulfilment of the obligations of the Buyer and the Dealer under the vehicle sale purchase agreement.

7.5 The Dealer is responsible for the accuracy of all data specified in the Listing. By posting a Listing on CryptoAutos.com, the Dealer guarantees that the information provided in the Listing is true, accurate, and complete. To the maximum extent permitted by Applicable Laws, the Operator is not responsible for any inaccuracies in the data provided by the Dealer in the Listing or otherwise, and the Dealer is directly responsible for such discrepancies. The Operator does not verify the content of the Listing before it is posted on CryptoAutos.com.

7.6 The Buyer undertakes to fulfil their obligations properly and honestly under the vehicle sale purchase agreement. The Buyer is prohibited from attempting to arrange with the Dealer to purchase the vehicle listed in the Listing without using the Service described in Section 9 hereof, or from making such agreements. Failure to comply with these obligations will result in the termination of Services in accordance with Section 16.3 hereof.

8.1 Specific obligations of the Dealer are detailed in the Partner Special Terms.

9.1 Since, by using our Services, the Dealers intend to sell their vehicles for Fiat, and Buyers intend to buy vehicles for Digital Assets, we may provide Buyers with Digital Assets exchange services as established in a separate One-off Digital Assets Exchange Agreement.

9.2 We do not establish any business relationships with neither Buyers nor Dealers regarding provision of services related to Digital Assets.

10.1 We shall charge you the Fees and apply exchange rates, which are provided on CryptoAutos.com (updated regularly) and are applicable at the moment when a particular transaction is carried out, as established under these Terms and One-off Digital Assets Exchange Agreement.

10.2 The Fees and exchange rates referred to in Section 7.1 above are subject to change at our sole discretion. Changes shall come into force immediately upon publication of updated Fees and exchange rates on CryptoAutos.com. We confirm that these changes will in no way adversely affect the rights of the Consumers regarding the Services already executed or in the process of being executed.

10.3 The Operator shall have the right, but not the obligation, to organise promotions related to the Services provided on CryptoAutos.com. The promotions provided for in this Section of the Terms will be subject to the terms set for a specific promotion published on CryptoAutos.com.

11.1 All User Content shall be the sole property of the User. The User undertakes to grant the Operator a limited, gratuitous, non-exclusive right, for as long as the User uses the Services, to access, manage, modify, store or otherwise use the User Content, but only in the scope and to the extent necessary for the provision of the Services or as expressly required by these Terms.

11.2 The User shall be solely responsible for all User Content. The Operator shall not be responsible for the User Content and its compliance with the Applicable Laws (or the Laws applicable to the User) to the maximum extent permitted by the Applicable Laws. By posting any User Content on CryptoAutos.com, the User undertakes to ensure the compliance of such information with the Applicable Laws, including, but not limited to, not infringing the Intellectual Property rights of third Persons.

11.3 CryptoAutos.com, material contained therein, code, design, domain name, all copyrights, trademarks, databases, names, and other intellectual property or other ownership related to CryptoAutos.com and/or the material contained therein fully belong to the Operator or are used by the Operator on a legitimate basis and are protected by national and international intellectual property protection laws and other legal acts.

11.4 Without the explicit permission of the Operator, the User does not have the right to copy, record, reproduce in any form or by any means, present, publish, transmit, sell, modify, offer, license, change, republish, edit, broadcast, rebroadcast, or otherwise make public, publicly display, adapt, distribute, or use the material or code contained on CryptoAutos.com or any part thereof in any form or by any means, nor to create derivative works based on it.

12.1 We shall process the personal data provided by you in accordance with the requirements of the Applicable Laws, including the GDPR and other applicable data protection legislation, and the instructions of the competent authorities. For more information about our processing of personal data, please see the Privacy Policy.

13.1 You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Services (Taxes). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority.

13.2 We are not obliged to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. We make no representations in relation to tax liabilities and assume no tax liability for any User, or for collecting, reporting, withholding or remitting any taxes arising from any Services that you may use.

13.3 In case we are obliged under the Applicable Laws or voluntarily decide to report to any competent authorities any information that is related to your tax obligations, you undertake to provide us with the requested documents, data, and information.

14.1 The User agrees and undertakes to defend, indemnify and hold harmless the Operator, the Operator's affiliates, service providers, representatives, managers, authorised officers, employees or consultants from any and all losses, damages, claims and/or expenses, including reasonable attorneys' fees, incurred as a result of:

• any breach of these Terms by the User, including, without limitation, any breach of any of the representations and warranties contained herein,
• any other Person's access or use of the Services with the User's account information,
• any User's fraudulent behavior, willful misconduct or gross negligence,
• any infringement by the User of the requirements of the Applicable Laws or the Laws applicable to the User, and
• any infringement by the User of the rights of third Persons, including the Intellectual Property rights.

15.1 Both the Operator and the User undertake to properly fulfil their obligations under these Terms and to refrain from any action that could cause loss (damage) to one another.

15.2 We provide the services on an "as is" and "as available" basis, and your use of the Services is at your own risk. To the maximum extent permitted by the Applicable Laws, we provide the Services without warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.

15.3 Neither the Operator nor the User shall be liable for any indirect, special, consequential or incidental damages arising out of or in connection with these Terms (including, but not limited to, loss of income) to the extent permitted by the Applicable Laws. To the extent permitted by the Applicable Laws, the Operator's liability for breaches of these Terms shall be limited to the cost paid for the Services provided to the User within the last 6 months prior to the relevant breach.

15.4 The Operator shall also not be liable to the maximum extent permitted by the Applicable Laws for:

• disruptions of the Services caused by acts or omissions of third Persons outside the responsibility of the Operator,
• the User Content and how and for what purpose the User uses the Services, including, but not limited to, the provision of false information and the User Content that violates the Laws,
• any disruptions of the Services related to breakdowns, viruses or malfunctions of the devices used by the User to access the Services, unless this is due to the fault of the Operator,
• failures or disruptions of the Services which are specific to the Services of this nature and which the User can reasonably expect in view of the nature of the Services as provided for in Clause 5.1 of these Terms,
• actions of the Users in violation of the Applicable Laws or Laws applicable to the User against third Persons,
• in other cases, specified in these Terms.

15.5 CryptoAutos.com may contain links to other third-party websites. These links are provided for the convenience of the Users only. The Operator has no control over such links and third-party websites and does not assume responsibility for the content of third-party websites, including any information or material contained on such websites.

15.6 In the event that any signs of a criminal offense or other violations of the Laws are detected in the User's activities, the Operator shall have the right to notify the competent authorities thereof and provide them with all necessary or requested information, including the User's personal data, relevant to the investigation of the respective violation. Upon receipt of information of unlawful activity of the User on CryptoAutos.com or illegal User Content, the Operator shall have the right to delete such content.

16.1 The Operator shall be released from liability for non-fulfilment of obligations under the Terms if they are not fulfilled due to force majeure circumstances which the Operator could not control or reasonably foresee at the time of commencement of provision of the Services to the User and the consequences of which could not have been avoided.

16.2 If the circumstances that prevent the Operator from fulfilling its obligations under the Terms are temporary, the Operator may be released from liability for such period as is reasonable, taking into account the effect of these circumstances on the fulfilment of its obligations under the Terms.

16.3 The Operator, being unable to fulfil its obligations under the Terms, will notify the Users of the occurrence of force majeure circumstances and their impact on the fulfilment of its obligations under the Terms within 10 Business Days as of the date on which such circumstances became known. The grounds for releasing the Operator from liability shall arise from the moment of occurrence of force majeure circumstances, if the deadline for the submission of notification referred to in this Section has been observed.

16.4 Upon the expiration of force majeure circumstances, the Operator shall immediately notify the Users thereof.

17.1 The Operator shall have the right to unilaterally change the provided Services or amend these Terms. Any new version of the Terms will take effect immediately upon publication on CryptoAutos.com, and your use of CryptoAutos.com or the Services after this period will be deemed to constitute your acceptance of the new version of the Terms, except as set forth in Section 13.2.

17.2 If the changes have a negative impact on (e.g. restriction of) the rights of the Consumers, the Operator will only make such changes if there is sufficient basis for it, e.g. if relevant provisions of the Applicable Laws change or if we restructure or adjust our business model. In such case, Consumers shall be notified of the changes at the email address specified in the Account before a reasonable time, but no later than 30 calendar days in advance, unless otherwise required by the Applicable Laws or instructions of the competent authorities.

17.3 The Operator confirms that the amendments will in no way adversely affect the rights of the Consumers regarding the Services already executed or in the process of being executed.

17.4 After logging into the Account, the User will be able to review the updated Terms in a pop-up window and express agreement or disagreement with the changes to the Terms. If the User does not agree with the changes to the Terms, they have the right to terminate their relationship with CryptoAutos.com in accordance with the procedure outlined in Section 18.1 of these Terms.

17.5 The Operator will notify the Business Users to whom the Services are provided of the intended changes of the Terms before a reasonable term.

18.1 You may, at any time, terminate the provision of the Services, by giving 30 calendar days' written notice, for any reason. Upon termination of the Services, you shall:

• stop using CryptoAutos.com and the Services; and
• any Fees or other costs which you owe to us shall become immediately due and payable.

18.2 The Operator shall have the right to terminate the provision of the Services at no fault of the User by giving 30 calendar days' written notice, unless the Applicable Laws or the instructions of the competent authorities require a different notice period.

18.3 Without prejudice to any other rights, we may have under the Terms or the Applicable Laws, we may terminate the provision of the Services through the User's fault, by giving 5 Business Days' written notice in the following cases:

• we reasonably consider that the User is in breach of the provisions of these Terms, for example, misuses CryptoAutos.com by obvious and intentional actions or infringes Intellectual Property rights,
• we reasonably suspect that the User infringes the requirements of the Applicable Laws, for example, the User's actions correspond to the features of fraud or other criminal acts,
• the User's actions pose a material risk to the safety, interests and/or reputation of CryptoAutos.com, the Operator or other Users,
• upon our request, the User fails to provide us with documents or information, or the documents or information provided does not meet our requirements.

18.4 Where we terminate the provision of the Services, we reserve the right to:

• cancel any outstanding or pending orders,
• claim compensation for reasonable losses incurred due to the relevant breach (if the provision of the Services is terminated under Section 18.3 hereof) in accordance with the procedure specified in Section 15 of these Terms.

18.5 Without prejudice to any other rights, the User may have under the Terms or the Applicable Laws, the User may terminate the provision of the Services through the Operator's fault, by giving 5 Business Days' written notice due to material breach of these Terms as understood in accordance with the Applicable Laws. The User reserves the right to claim compensation for reasonable losses incurred due to the relevant breach in accordance with the procedure specified in Section 15 of these Terms.

18.6 If the User has not logged into the Account for 1 year, the Operator will send the User a notification to the email specified in the Account regarding the intended deletion of the Account. If the User does not log in within the additional 2-week period specified by the Operator, the Account will be automatically deleted.

19.1 CryptoAutos.com operates in accordance with the legislation of the Republic of Lithuania. Any disputes arising out of or in connection with the operation of CryptoAutos.com or the Services will be settled by negotiation, and in the event of failure to reach an agreement, by the competent court in accordance with the provisions of the Applicable Laws.

19.2 Disputes arising between the Operator and Business Users shall be settled in the court of the registered office of the Operator.

19.3 The Consumer who believes that the Operator has violated his or her rights or legitimate interests related to the services provided by CryptoAutos.com must first submit a complaint in writing to the Operator and indicate his or her claims. Please send such letters to the email address indicated at the top of these Terms. If the Consumer disagrees with the response of the Operator, the Consumer may contact the State Consumer Rights Protection Authority at its website www.vvtat.lt or fill in the application form on the Online Dispute Resolution platform at http://ec.europa.eu/odr/. Judicial disputes shall be settled in accordance with the procedure laid down in the Applicable Laws, including Article 29 Law on Consumer Protection of the Republic of Lithuania.

20.1 These Terms constitute the entire agreement between the User and the Operator and supersede and waive all prior written or verbal contracts, promises, representations and agreements between the User and the Operator relating to the subject matter of these Terms, except as set forth in Section 8.1 of these Terms.

20.2 Should any part of these Terms be declared invalid, illegal or unenforceable to any extent in accordance with the procedure established by the Applicable Laws, the recognition of such condition as invalid, illegal or unenforceable shall not render invalid, illegal or unenforceable the remaining provisions of the Terms, which shall remain in force and shall be implemented to the maximum extent permitted by the Applicable Laws.

20.3 The Operator shall have the right, at its discretion, to assign all or part of the rights and/or obligations under these Terms without the prior consent of the User, provided that this does not reduce the warranties provided to Users who are Consumers. The transfer of rights and/or obligations of the Operator carried out in accordance with this Section of the Terms shall release the Operator from all obligations under these Terms. The User shall not be entitled to transfer or assign any or all of his or her rights and/or obligations under these Terms in accordance with the legislation or otherwise without the prior written consent of the Operator.

20.4 The User undertakes to ensure the accuracy, currentness and completeness of the information provided by the User during the entire period of his or her relationship with CryptoAutos.com, and therefore, the User must immediately update such information in the event of any changes thereto. In carrying out its obligations under these Terms, the Operator shall be guided by the information, including contact information, provided by the User to the Operator, and shall consider it to be correct and complete.

20.5 In the event that Users notice any breach of these Terms or Applicable Laws, they are encouraged to immediately notify the Operator thereof using the contact details specified above in these Terms. Where required by the Applicable Laws, the Operator will notify the User of its decision regarding the information to which the notification relates and provide information on the remedies available in relation to that decision.

20.6 Failure by the User or the Operator to exercise any of the rights set out in these Terms shall not constitute a waiver of such right.

20.7 No partnership, joint venture, employee-employer, agency or franchiser-franchisee relationship is intended or created by these Terms. We do not endorse or recommend any particular virtual currency, digital asset or transaction. You acknowledge and agree that the decision to use our Services and all transaction decisions are made solely by you and we bear no responsibility or liability for the outcome of your decisions.

20.8 If you have any questions about the content of these Terms, please contact us using the contact details specified in these Terms or by other means of communication listed on CryptoAutos.com under the menu item "Contact Us". You can also consult the Frequently Asked Questions of the Website.