PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE “CONTINUE” BUTTON OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

These Terms of Service and any terms expressly incorporated (hereinafter referred to as “Terms”) apply to your access to and use of the Lemmpay hosted Account services (our “Services”) provided by Lemmpay Company,” “we,” or “us”).

1. Eligibility

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this Agreement and in doing so will not violate any other Agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (b) you are duly authorized by such legal entity to act on its behalf.

2. Account Registration

You must create an account to access the Services (“Account”). When you create an Account, you agree to: (a) provide accurate and truthful personal information; (b) promptly update your Account information, when necessary; (c) maintain the security of your Account by protecting and backing up your Account Private password and restricting access to your computer and your Account; (d) promptly notify us if you discover or otherwise suspect any security breaches related to your Account; and (e) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.

3. Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use and share your information.

4. Description of Services

As described below, our Services generate a Lemmpay Account address and a Private password to facilitate Lemmpay transaction requests to the Lemmpay network without requiring you to personally download and install any client software.

4.1. Account Address and Private password. When you create an Account, the Services generate a pair of cryptographic keys, one of them is your Account address and another one is your Account Private password. These two keys enable Lemmpay transactions. The Account address is stored in the system, it allows it to identify any transactions related to your Account.

4.2. No Private Password Retrieval. Our Services do not receive or store your Account’s Private passwords. Therefore, we cannot assist you with Account Private password retrieval. Our Services provide you with tools to help you reveal your Private password when logged in, in order to facilitate backups by you, but the Services cannot generate a new Private password for your Account. If we notice any compromise of your password, we will immediately suggest to change it to a new one. YOUR ACCOUNT CAN BE DEACTIVATED IF YOU WILL NOT BE ABLE TO RESTORE YOUR PRIVATE PASSWORD.

You agree to protect authentication information of your wallet to prevent unauthorized third parties from accessing your personal funds. In case of suspicion of the authentication compromise, you must immediately inform us about the situation, its cause and consequences by any means available.

4.3. No Storage of Cash Assets. Lemmpay is an intangible asset, we only collect ownership records maintained through the Lemmpay network. The system does not store, send or receive personal assets of our clients. Any transfer of funds through Lemmpay occurs within the decentralized network and not within the Services.

4.4. Contractual Relations. The company is an independent contractor providing services, not being an agent or a trustee of its clients.

4.5. Accuracy of Information. You represent and warrant that any information you provide via the Services is accurate and complete. You acknowledge and agree that Company is not responsible for any errors or omissions that you make in connection with any Lemmpay transaction initiated via the Lemmpay Services. For instance, if you mistype an account address or otherwise provide incorrect information in connection with any transaction request to send Lemmpay via the Service, the assets will be sent to whatever account you provide. We strongly encourage you to review your transaction request details carefully before completing any transaction requests via the Services.

4.6. No Transaction Cancellations or Modifications. Once a transaction request has been submitted to the Lemmpay Network, the Verification System will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. The Company has no control over the Lemmpay Verification System and does not have the ability to facilitate any cancellation or modification requests. As a result, all transaction requests initiated via the Services are irreversible.

4.7. Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you complete via the Lemmpay Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Company is not responsible for determining whether taxes apply to your transactions or for collecting, reporting or remitting any taxes arising from any Lemmpay transactions.

5. Fees

Company Fees. Registration and access to the Account is free, but the Company may charge fees for additional Services. Specifically, the Company charges a fee for every transaction that is sent. Any applicable fees will be displayed in each Service.

6. Discontinuance of Services

We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

7. Assumption of Risk

You acknowledge and agree that there are risks associated with utilizing an Internet-based Account service including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account, including, but not limited to your Account address and/or Private password. You acknowledge and agree that Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.

Company takes no responsibility for and will not be liable for any losses, damages or claims arising from the use of our Services, including, but not limited to, any losses, damages or claims arising from (a) Account data being “bruteforced”, (b) server failure or data loss, (c) forgotten or hacked Private pasword, (d) corrupted Account files, (e) incorrectly constructed transactions or mistyped Lemmpay addresses; or (f) unauthorized access to mobile applications, (g)”phishing,” viruses, third-party attacks or any other unauthorized third-party activities.

8. Third-Party Content

When using our Services, you may view content or utilize services provided by third parties, including links to web pages and services of such parties (“Third-Party Content”). We do not control any Third-Party Content and have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

9. Acceptable Use

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:

1. use our Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money-laundering, or terrorist activities;
2. use any automated means or interface not provided by us to access our Services or to extract data;
3. use or attempt to use another user’s account without authorization; attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
4. introduce to the Services any virus, trojan worms, logic bombs or other harmful material;
5. develop any third-party applications that interact with our Services without our prior written consent;
6. provide false, inaccurate, or misleading information; and encourage or induce any third party to engage in any of the activities prohibited under this Section;
7. use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner.

10. Feedback

We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding Company or our Services that you provide, whether by email, posting through our Services or otherwise (“Feedback”). Any Feedback you submit is non-confidential and will become the sole property of Company. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, without acknowledgment or compensation to you.

You waive any rights you may have to the Feedback. Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out in this section. Further, you agree not to submit any Feedback that is defamatory, illegal, offensive or otherwise violates any right of any third party, or breaches any agreement between you and any third party.

11. Copyrights and Other Intellectual Property Rights

Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, Company logo and all projects, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Company Materials”) are the proprietary property of Company or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws.

We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Company Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the Company Materials; (b) public display or distribution of any Company Materials; (c) modifying or otherwise making any derivative uses of the Company Materials, or any portion thereof; or (d) any use of the Company Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

12. Suspension; Termination

In the event of any Force Majeure Event (as defined in Section 17.5), breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such Account without liability to you, in the event that you breach any term of these Terms. In the event of termination, Company will attempt to return any Funds stored in your Account not otherwise owed to Company, unless Company believes you have committed fraud, negligence or other misconduct. In the event of termination, your access to funds will depend on your access to your Account backup.

13. Disclaimer of Warranties

Except as expressly provided to the contrary in a writing by us, our services are provided on an “As is” and “As available” basis. According to the applicable law, we expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our services, including the information, content and materials contained therein.

You acknowledge that information you store or transfer through our services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our services.

Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumer, so some or all of the disclaimers in this section may not apply to you.

14. Limitation of Liability

Except as otherwise required by law, in no event shall company, our directors, members, employees or agents be liable for any special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use our services or the company materials, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from company, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorized access to company’s records, programs or services.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

In accordance with the applicable law, in no event shall the aggregate liability of company (including our directors, members, employees and agents), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of, or inability to use, company or to these terms exceed one hundred dollars ($100).

15. Indemnity

You agree to defend, indemnify and hold harmless Company (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

16. Applicable Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and Company agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Company agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Company must be sent to [email protected] . You and Company further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that arbitration proceedings will be confidentially conducted and fully settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with this Rule, (c) that the Arbitration court has exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the applicable legislation, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

You and our company agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and company agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Company must be sent to [email protected] . You and company further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration must be conducted and settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with this Rule; and (c) that the Arbitration court has exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Any dispute between the parties will be governed by these Terms and the applicable legislation, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

17. Miscellaneous

17.1. Entire Agreement; Order of Precedence. These Terms contain the entire Agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Company for the Services or for any other Company product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.

17.2. Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the Services and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the Services unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the Services after such changes become effective. Your continued use of the Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Services.

17.3. Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.

17.4. Severability. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

17.5. Force Majeure Events. Company will not be liable for any loss or damage arising from any event beyond Company’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction (each, a “Force Majeure Event”).

17.6. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Company, including by operation of law or in connection with any change of control. Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

17.7. Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.

17.8. Survival. 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnity), 18 (Applicable Law; Arbitration) and this Section 17 (Miscellaneous) will survive any termination or expiration of these Terms.