Terms Of Use

Last revised: 29 October 2019

 

This Agreement on Terms of Use and any terms expressly incorporated herein (“Agreement”) apply to

any access to, or use of, any Services made available by COUNOS OÜ and/or its Single Sign On Service further“COUNOS SSO” and/or using the website www.counos.com (the “Site’) and/or to any other related Services provided by COUNOS SSO relating to the Site (collectively, the “Services”). By clicking on an “I Agree with Agreement on Terms of Use” button or using any Services, User agrees to be bound by this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services. User agrees that User has read, understood and accepted all of the terms and conditions contained in this Agreement, Privacy Policy, which have incorporated the GDPR regulation, and/or other binding COUNOS SSO policies, notices, Agreements and documents related to the Services. As this is a legally binding contract, please carefully read through this Agreement and other COUNOS SSO policies, notices, Agreements and documents related to the Services before using any of Services. By registering, accessing or using COUNOS SSO, User has agreed to the terms and conditions as laid out in this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services. If User disagrees to this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services, User should stop the usage of COUNOS SSO Platform and any Services of Counos OÜ.

For more information on COUNOS SSO, User can refer to the company and license information found on the COUNOS SSO Site. If User has questions regarding the Agreement, please feel free to contact COUNOS SSO for clarification via COUNOS SSO Customer Support team.

COUNOS SSO, nor any of its respective Affiliates are able to trade to any person located in United States of America (USA), whether he/she is a resident or non-resident of the USA. If User is a person located in USA, whether he/she is a resident or non-resident of the USA, please immediately stop using COUNOS SSO Services.

RISK DISCLOSURE: by accessing or using any COUNOS SSO Services, User is voluntarily choosing to engage in sophisticated and risky financial transactions. User is further acknowledging that User is aware of the many risks associated with the use of these Services and with engaging in transactions in virtual currencies, including but not limited to, risks of financial loss, technology glitches (including but not limited to problems with the blockchain technology), and hacking. COUNOS SSO works hard to provide state-of-the-art systems and security. Nonetheless, certain issues and risks are unavoidable, and if such issues or problems arise in connection with User’s use of COUNOS SSO’S Services, including technical difficulties with depositing or trading virtual currencies, it may take days, weeks, or months to resolve, and some issues may not be resolved at all. by agreeing to these terms, User acknowledges that COUNOS SSO is not responsible for the aforementioned risks, and User voluntarily assumes and accepts such risks in deciding to engage in virtual currencies transactions on the COUNOS SSO platform.

Users are encouraged to exercise prudence in dealing with discounts or promotions that could lead to

them getting scammed. While the list is non-exhaustive, User agrees that COUNOS SSO will not be held responsible for any losses arising from the situations stated above.

 

1. Modification of terms

 

COUNOS SSO may modify this Agreement by providing notice of such changes, such as by sending USER an email, providing notice through the Services, or updating the “Last Updated” date at the top of this Agreement. By clicking on an “I Agree” button or by continuing to access or use of the Services, User confirms User’s Agreement to the modified Agreement. If User does not agree to any modification to this Agreement, User must stop using the Services. COUNOS SSO encourages User to frequently review the Agreement to ensure User understands the terms and conditions that apply to User’s access to and use of the Services. If User has any questions regarding the use of the Site or Services, he/she should contact COUNOS SSO Support Team by filing a support request at [email protected]

 

COUNOS SSO reserves the right to modify or change the terms and conditions of the Agreement at any time and at its sole discretion. COUNOS SSO will provide notice of these changes by updating the revised Agreement and changing the “[Last revised: dd month year]” date on https://www.counos.com. All modifications or changes to the Agreement will be effective immediately upon being announced on the website or released to Users. As such, User’s continued use of COUNOS SSO’S Services acts as acceptance of the amended Agreement and rules.

 

2. Eligibility

 

2.1. General Requirements

 

The Services are intended solely for Users who are 18 or older and who satisfies the criteria described in

this Agreement. User represents and warrants that User: (a) is not located in the country from Sanction

list, or a citizen or resident of the country from Sanction list, (b) is of legal age to form a binding contract; (c) has not previously been suspended or removed from using COUNOS SSO Services; (d) is not identified as a Sanction persona in Estonia or in another country; (e) is not placed on the OFAC sanction List; and (f) has full power and authority to agree to this Agreement.

 

2.2. Restricted Locations

 

User may not use the Services if User (a) is located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by Estonia, Switzerland and/or European Union ; (c) is in economic sanctions lists, such as but not limited the United Nations Security Council Sanctions List and its equivalent. User may not use the Services if User is located in, or a citizen or resident of any country, territory or other jurisdiction where User’s use of the Services would be illegal or otherwise violate any applicable law.

 

User represents and warrants that User is not a citizen or resident of any such jurisdiction and that User

will not use any Services while located in any such jurisdiction, and that User is not on any trade or

economic sanctions list. User also may not use the Services if User is located in, or a citizen or resident

of, any other jurisdiction where COUNOS SSO has determined, at its discretion, to prohibit use of the Services. COUNOS SSO may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 2.2. User will comply with this Section 2.2, even if COUNOS SSO’S methods to prevent use of the Services are not effective or can be bypassed.

 

2.3. Enterprise USER

 

Unless COUNOS SSO has provided prior, written approval (including email) to use User’s account for trading on behalf of a corporation or other legal entity (an “Corporate User’’), User will use the Services and User’s COUNOS SSO Account (as defined below) only for User’s own account and not on behalf of, or for the account of, any third party. If USER uses any Services on behalf of any Corporate User, User agrees with this Agreement on behalf of him/her self and any such Corporate User, and User represents and warrants that User has the authority to bind the Corporate User to this Agreement and that both User and the Corporate User will be jointly and severally liable under this Agreement for any violation of this Agreement or any other act or omission by the Corporate User or by User. Without limiting the foregoing, User agrees that neither User nor the Corporate User will use or offer the Services or any derivatives thereof, including any virtual currency made available for trading by COUNOS SSO, to any person located in, or that is a citizen or resident of United States.

 

3. Account

 

3.1. COUNOS SSO Account

 

In order to use any Services, User must create and maintain an account through the Services (“COUNOS SSO Account”). To create or maintain User’s COUNOS SSO Account, or enable functions on User’s COUNOS SSO Account, User will be required to provide COUNOS SSO with certain information and documentation, including, as applicable, the information and documentation associated with identity verification and other screening procedures described in Section 3.3, below. User will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information User has provided so that the information is complete and accurate at all times; (d) maintain the security of User’s COUNOS SSO Account by protecting User’s password from unauthorized access or use; (e) promptly notify COUNOS SSO if User discovers or suspects any unauthorized access or use of User’s COUNOS SSO Account or any security breaches related to User’s COUNOS SSO Account; and (f) be responsible for all activities that occur under User’s COUNOS SSO Account, and accept all risks of any authorized or unauthorized access to User’s COUNOS SSO Account.

 

COUNOS SSO Accounts can only be used by the person whose name they are registered under. COUNOS SSO reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under.

 

With registration of COUNOS SSO Account, User agrees to share personal information requested for the purposes of identity verification. This information is used specifically for the detection of money

laundering, terrorist financing, fraud and other financial crimes on the COUNOS SSO platform. In addition to providing this information, to facilitate compliance with global industry standards for data retention, User agrees to permit COUNOS SSO to keep a record of such information for the lifetime of User’s account plus 7 (seven) years beyond account closing or longer in accordance with COUNOS SSO internal rules. User also authorizes COUNOS SSO to make inquiries, either directly or through third parties, that are deemed necessary to verify User’s identity or to protect User and/or COUNOS SSO against financial crimes such as fraud. User also acknowledges and agrees that User’s personal information may be disclosed to authority regulator and that this regulator may respond to COUNOS SSO's inquiries in full.

 

COUNOS SSO will collect, use and share this information in accordance with COUNOS SSO posted Privacy Policy.

 

If there is any reasonable doubt that any information provided by User is wrong, untruthful, outdated or

incomplete, COUNOS SSO shall have the right to terminate all or part of COUNOS SSO Service to User. User shall be solely and fully responsible for any loss or expenses incurred during the use of COUNOS SSO Service if User cannot be reached through the contact information provided. User hereby acknowledges and agrees that User has the obligation to keep all information provided up to date if there are any changes.

 

COUNOS SSO will not ask for any password from its Users nor ask Users to transfer funds that are not listed on its trading platform.

 

3.2. Enhanced Security

 

COUNOS SSO may offer optional enhanced security features for User’s COUNOS SSO Account (including, for example, two-factor authentication). COUNOS SSO encourages, but may not require, User to use any such enhanced security features. If User does enable enhanced security features, it is User’s responsibility to ensure the security of, and User’s continuous control over, any device or account that may be associated with the enhanced security features.

 

User hereby agrees that: (a) User will notify COUNOS SSO immediately if User is aware of any unauthorized use of User’s COUNOS SSO Account and password by any person or any other violations to the security rules; (b) User will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the website/service; and (c) User will log out from the website by taking proper steps at the end of every visit.

 

COUNOS SSO will not be responsible for any loss or consequences caused by User’s failure to comply with the above User’s COUNOS SSO Account security provision.

 

3.3. Identity Verification

 

Depending on the functions that User seeks to enable on User’s COUNOS SSO Account and COUNOS SSO’S risk determination, COUNOS SSO may, in its discretion, require identity verification and other screening procedures with respect to User or transactions associated with User’s COUNOS SSO Account. User may be required to provide COUNOS SSO with certain personal information, including, but not limited to, User’s name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of User’s government-issued ID or other photographic proof of User’s identity, and information regarding User’s bank account. When creating document scans,it is important that these are well-aligned, scans of identity documents and squarely positioned. User hereby authorizes COUNOS SSO, directly or through a third party, to make any inquiries COUNOS SSO

considers necessary to verify User’s identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., User’s name, address, past addresses, or date of birth); (b) query account information associated with User’s linked bank account (e.g., name or

account balance); and (c) take action COUNOS SSO reasonably deems necessary based on the results of such inquiries and reports. User further authorizes any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. COUNOS SSO will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including User’s inability to withdraw virtual currency or execute trades, as a result of any identity verification or other screening procedures.

 

3.4. Responsibility for Account Activities

 

User will be bound by, and hereby authorize COUNOS SSO to accept and rely on, any Agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used User’s COUNOS SSO Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from User that the security of User’s account has been compromised, COUNOS SSO will take reasonable steps to protect User’s COUNOS SSO Account, including, for example, to cease/to allow actions initiated using any compromised COUNOS SSO Account passwords. But, the first sentence of this section will continue to apply to any other COUNOS SSO Account passwords, and any substitute password issued to replace the compromised COUNOS SSO Account password.

 

3.5. Number of COUNOS SSO Accounts

 

COUNOS SSO may, in its sole discretion, limit the number of COUNOS SSO Accounts that User may hold, maintain, or acquire.

 

3.6. Guidelines of COUNOS SSO Services usage

 

User hereby agrees to observe the following covenants during User’s use of Services on COUNOS SSO:

 

• All the activities that User carries out during the use of COUNOS SSO Services will be in compliance with the requirements laws and regulations of Estonia, the country where the User is located, whether the User is a resident of this country or not, country of User’s citizenship and as well as this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services.

 

• will not be in violation of public interests, public ethics or other’s legitimate interests,

 

• will not constitute evasion of payable taxes or fees and will not violate this Agreement or relevant rules.

 

 

If User violates the foregoing promises and thereby causes any legal consequence, User shall independently undertake all of the legal liabilities in User’s own name and indemnify COUNOS SSO from all actions, claims, or costs arising from such violation.

 

User will not use any data or information displayed on the Site for commercial purposes without the prior written consent of COUNOS SSO. User will use the Site and Services in accordance with this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents, without taking acts of unfair competition nor attempting to intervene with the normal operation of COUNOS SSO. Examples of such malicious acts include, but are not limited to

 

• using a device, software or subroutine to interfere with the Site

 

• overloading network equipment with unreasonable data loading requests

 

• executing malicious sales or purchases on the market

 

By accessing the COUNOS SSO Service, User agrees that COUNOS SSO shall have the right to unilaterally determine whether User has violated any of the above covenants and take actions to apply relevant rules without receiving User’s consent or giving prior notice to User. Examples of such actions include, but are not limited to:

 

• block and close order requests

 

• freezing User’s account

 

• reporting the incident to authorities

 

• publishing the alleged violations and actions that have been taken

 

• deleting any information User published that is in violation

 

If User’s alleged violation causes any losses to a third party, User shall solely undertake all the legal 

liabilities in User’s own name and hold COUNOS SSO harmless from any loss, fine or extra expenses. If, due to any alleged violation COUNOS SSO incurs any losses, is claimed by any third party for compensation or suffers any punishment imposed by any administrative authorities, User shall indemnify COUNOS SSO for any losses and expenses caused thereby, including reasonable attorney’s fee.

 

 

 

4. Risk disclosures; assumption of risks; release of COUNOS SSO

 

Use of Services provided by COUNOS SSO, involves significant risks and potential financial losses.

 

5. Privacy Policy

 

Privacy Policy explains how COUNOS SSO collects, uses, shares, and protects User information obtained through the https://www.counos.com website and/or any other COUNOS SSO Services. When COUNOS SSO asks for certain personal information from Users it is because COUNOS SSO is required by Estonian law or International Acts to collect this information or it is relevant for specified purposes. Any non-required information User provides to COUNOS SSO is done so voluntarily. User decides whether to provide COUNOS SSO with this non-required information; User may not be able to access or utilize all of COUNOS SSO Services if User chooses not to.

 

By using the Site, User consents to the data practices described in Privacy Policy. On occasion,

COUNOS SSO may revise Privacy Policy to reflect changes in Estonian law or International Acts or

COUNOS SSO’S personal data collection and use practices.

 

 

6. General service terms

 

6.1. Conditions and Restrictions

 

It is the responsibility of the User to abide laws in relation to the legal usage of COUNOS SSO Services of Estonia, the country where the User is located, whether the User is a resident of this country or not, country of User’s citizenship. All Users of COUNOS SSO Services acknowledge and declare that the source of their funds come from a legitimate manner and are not derived from illegal activities. COUNOS SSO maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate User’s COUNOS SSO Account  and funds which are flagged out or investigated by legal mandate.

 

6.2. AML/KYC Compliance

 

COUNOS SSO is a registered by Estonian Ministry of Economic Affairs and Communication. COUNOS SSO maintains internal anti-money laundering and know your customer compliance program (“AML/KYC Program”). AML/KYC Program is a risk-based program founded on requirements of the Estonian acts other anti-money laundering laws, implementing regulations and International Acts. AML/KYC Program may be updated from time-to-time, including the procedures that COUNOS SSO uses to verify its Users identities.

 

User guarantees and undertakes to comply with the requirements of legislation and international

requirements of anti-money laundering and know your customer compliance programs.

 

 

6.3. Unclaimed Property

 

If User’s COUNOS SSO Account  has been inactive and User has not responded to reasonable attempts by COUNOS SSO to contact User for a period of six months or more, COUNOS SSO reserves the right to cancel such Account. 

 

 

6.4. Unacceptable Use or Conduct

 

User will not:

 

• violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the COUNOS SSO Services;

 

• use the COUNOS SSO Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the COUNOS SSO Services, or that could damage, disable, overburden, or impair the functioning of the COUNOS SSO Services in any manner;

 

• use the COUNOS SSO Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;

 

• use any robot, spider, crawler, scraper, or other automated means or interface not provided by COUNOS SSO to access the COUNOS SSO Services or to extract data;

 

• use or attempt to use another User’s account without authorization;

 

• attempt to circumvent any content filtering techniques COUNOS SSO employs, or attempt to access any service or area of the COUNOS SSO Services that User is not authorized to access, or attempt to access the COUNOS SSO Services from any location or jurisdiction in which User is prohibited from accessing the COUNOS SSO Services;

 

• introduce to the COUNOS SSO Services any malware, virus, trojan worms, logic bombs, or other harmful material;

 

• develop any third-party applications that interact with COUNOS SSO Services without COUNOS SSO prior written consent, or unless otherwise agreed;

 

• provide false, inaccurate, or misleading information;

 

• post content or communications that are, in COUNOS SSO’s sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

 

• post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or User content designed to deceive or trick the User of the COUNOS SSO Services;

 

• post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

 

• promote, offer, use or otherwise exploit the Services or use or otherwise exploit any data related thereto in connection with the formation, operation or offering of any index fund or similar product or any data package or similar product or any other derivative product utilizing the Site or the COUNOS SSO Services; or

 

• encourage or induce any third party to engage in any of the activities prohibited under this Section.

 

 

7. Changes; suspension; termination

 

7.1. Changes to Services

 

COUNOS SSO may, at its discretion and without liability to User, with or without prior notice and at any time,  modify or discontinue, temporarily or permanently, all or any portion of any Services.

 

7.2. Suspension or Termination of Services

 

COUNOS SSO may, at its discretion and without liability to User, with or without prior notice and at any time,  temporarily suspend or permanently terminate User’s access to all or a portion of any Services.

 

7.3. No Liability

 

COUNOS SSO will not be liable for any losses suffered by User resulting from any modification of any  Services or from any suspension or termination of User’s access to all or a portion of any Services  (whether pursuant to this Section or for any other reason). If and when Services resume, User  acknowledges that virtual currency valuations and exchange rates may differ significantly from the  valuations and rates prior to such event.

 

7.4. Effect of Termination

 

In the event of discontinuation of all Services or other termination of User’s right to access all Services:  (a) all amounts payable by User to COUNOS SSO will immediately become due; (b) COUNOS SSO may delete or  deactivate User’s COUNOS SSO Account and all related information and files in such account without liability to User. If COUNOS SSO suspects any accounts to be in violation of this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services or any Estonian laws and International Acts. COUNOS SSO shall have the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:

 

• COUNOS SSO detects unusual activity in the account

 

• COUNOS SSO detects unauthorized access to the account

 

• COUNOS SSO is required to do so by a court order or command by a regulatory/government authority

 

In case of any of the following events, COUNOS SSO shall have the right to directly terminate this Agreement by cancelling User’s COUNOS SSO Account, and shall have the right to permanently freeze (cancel) the authorizations of User’s COUNOS SSO Account and withdraw the corresponding COUNOS SSO Account thereof:

 

• after COUNOS SSO terminates Services to User,

 

• User allegedly registers or registers in any other person’s name as COUNOS SSO User again, directly or indirectly;

 

• the main content of User’s information that User has provided is untruthful, inaccurate, outdated or incomplete;

 

• when this Agreement (including the rules) is amended, User expressly states and notifies COUNOS SSO of User’s unwillingness to accept the amended service Agreement;

 

• any other circumstances where COUNOS SSO deems it should terminate the Services.

 

Should the COUNOS SSO Account be terminated, the COUNOS SSO Account and transactional information required for meeting data retention standards may be securely stored for seven years. In addition, if a transaction is unfinished during the COUNOS SSO Account termination process, COUNOS SSO shall have the right to notify User’s counterparty of the situation at that time.

 

7.5. Survival

 

The terms of Sections 2, 3.3, 4, 5, 6 and 8 through 20 will survive any termination of User’s access to the Services.

 

8. Electronic notices

 

8.1. Consent to Electronic Delivery

 

User consents to receive electronically all communications, Agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that COUNOS SSO and third parties involved in processes provide in connection with this Agreement. User agrees that COUNOS SSO and third parties involved in processes may provide these Communications to User by posting them via the Services, by emailing them to User at the email address User provides, sending them using an app or other messaging service to User’s account on the app or messaging service, and/or by sending an SMS or text message to a mobile phone number that User provides. User’s carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications. User should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. User may also contact COUNOS SSO’S Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by filing a support request at [email protected].

 

8.2. Hardware and Software Requirements

 

In order to access and retain electronic Communications, User will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. User will also need to have a valid email address on file with COUNOS SSO and have sufficient storage space to save past Communications or an installed printer to print them.

 

8.3. Requesting Paper Copies

 

If, after User consents to receive Communications electronically, User would like a paper copy of a Communication that COUNOS SSO previously sent User, User may request a copy within 30 days after the date COUNOS SSO provided the Communication to User by contacting COUNOS SSO at [email protected] In order for COUNOS SSO to send paper copies to User, User must have a current street address on file with COUNOS SSO. Please note that COUNOS SSO Services operate exclusively online and it is very burdensome for COUNOS SSO to produce paper copies of Communications. Therefore, if User requests paper copies, User agrees that COUNOS SSO may charge User a processing fee for each page of Communication requested.

 

8.4. Updating Contact Information

 

It is User’s responsibility to keep User’s email address and/or mobile phone number on file with COUNOS SSO up to date so that COUNOS SSO can communicate with User electronically. If COUNOS SSO sends User an electronic Communication but User does not receive it because User’s email address or mobile phone number on file is incorrect, out of date, blocked by User’s service provider, or User is otherwise unable to receive electronic Communications, COUNOS SSO will be deemed to have provided the Communication to User. Please note that if User uses a spam filter that blocks or re-routes emails from senders not listed in User’s email address book, User must add COUNOS SSO to User’s email address book so that User will be able to receive the Communications COUNOS SSO sends to User. User can update own email address, mobile phone number, or street address at any time by filing a support request at [email protected] or by updating information on Site. If User’s email address or mobile phone number becomes invalid such that electronic Communications sent to User by COUNOS SSO is returned, COUNOS SSO may deem User’s account to be inactive, and User may not be able to complete any transaction via COUNOS SSO Services until COUNOS SSO receives a valid, working email address or mobile phone number from User.

 

9. Proprietary rights

 

9.1. Ownership of Services

 

The Services, Site and all technology, content, data and other materials used, displayed or provided or received by User in connection with the Services or Site (“COUNOS SSO Materials”) together with all intellectual property rights in any of the foregoing are, as between User and COUNOS SSO, owned by COUNOS SSO.

 

9.2. Limitations

 

User may use the COUNOS SSO Materials solely as authorized by COUNOS SSO in connection with User’s use of the Services for as long as COUNOS SSO permits User to continue to access the Services in accordance with this Agreement and other binding COUNOS SSO policies, notices, Agreements and documents related to the Services. Without limiting the foregoing: User will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or COUNOS SSO Materials or use the Site, Services or COUNOS SSO Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or COUNOS SSO Materials, or any portion thereof or any data or information received by User in connection therewith; (c) frame, display or incorporate the Site, Services or COUNOS SSO Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or COUNOS SSO Materials; (¢) use the Site, Services or COUNOS SSO Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or COUNOS SSO Materials for any commercial or noncommercial purpose other than their intended purposes determined at COUNOS SSO’S discretion. " COUNOS SSO”, any product or service names, logos, and other marks used on the Site or COUNOS SSO Materials, or otherwise in connection with the Services, are trademarks owned by COUNOS SSO, or its licensors. User may not copy, imitate or use them without COUNOS SSO's prior written consent.

 

9.3. Feedback

 

COUNOS SSO will own any Feedback, suggestions, ideas, or other information or materials regarding COUNOS SSO or the Services that User provides, whether by email, posting through the Services or otherwise (“Feedback’’). User hereby assigns to COUNOS SSO all right, title and interest to Feedback together with all associated intellectual property rights. User will not be entitled to, and hereby waives any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

 

9.4. USER Content

 

User hereby grants to COUNOS SSO a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content User provides to COUNOS SSO using the Services or submit or post to the Site and that is not Feedback owned by COUNOS SSO (the “User Content’). User represents and warrants that: (a) User owns the User Content or has the right to grant the rights and licenses in this Agreement, and (b) the User Content and use by COUNOS SSO of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. COUNOS SSO may remove any User Content from the Site for any reason at COUNOS SSO’S discretion.

 

10. Third-Party Content

 

In using the Services, User may view content provided by third parties (“Third-Party Content’). COUNOS SSO does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, User’s business dealings or correspondence with such third parties are solely between User and the third parties. COUNOS SSO is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and User understands that User’s use of Third-Party Content, and User’s interactions with third parties, is at User’s own risk.

 

11. Disclaimer of warranties

 

To the maximum extent permitted under applicable law, the Site, the Services, the COUNOS SSO Materials and any products, Services or other items provided by or on behalf of COUNOS SSO is provided on an “as is” and “as available” basis and COUNOS SSO expressly disclaims, and User waives, any and all other warranties of any kind, whether expressed or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, COUNOS SSO does not represent or warrant that the Site, the Services or COUNOS SSO Materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components.

 

User acknowledges that User’s User data may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, viruses or other harmful materials, 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 COUNOS SSO’S control. User is solely responsible for backing up and maintaining duplicate copies of any information User stores or transfers through COUNOS SSO Services.

 

The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited

by applicable law of the jurisdiction in which User resides. In such circumstances User must stop using

the Services.

 

12. Indemnification

 

User agrees to indemnify and hold harmless COUNOS SSO, its affiliates, contractors, licensors, and their respective directors, officers, employees, third parties involved in process of providing Services and agents from and against any claims and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out or relating to (a) User’s use of, or conduct in connection with, the Services; (b) any Feedback or User Content User provides; (c) User’s violation of this Agreement; or (d) User’s violation of any applicable law or the rights of any other person or entity. COUNOS SSO does its best to maintain the data integrity on its Site but does not guarantee the information and Services provided in its platform. COUNOS SSO will not be liable for errors arising from the use of its Services.

 

13. Disclaimer of damages

 

In no event will COUNOS SSO, each of their respective affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, third parties involved in process of providing Services or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Site, the Services, the COUNOS SSO Materials, any performance or non-performance of the Services, or any other productor other item provided by or on behalf of COUNOS SSO, whether under contract, statute, strict liability or other theory (including, for avoidance of doubt, any negligence of COUNOS SSO), even if COUNOS SSO has been advised of the possibility of any such damages.

 

14. Limitation of liability.

 

To the maximum extent permitted by Estonian law, in no event will COUNOS SSO, its affiliates and their shareholders, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Services, any performance or non- performance of the Services, or any other product, service or other item provided by or on behalf of COUNOS SSO and its affiliates, whether under contract, statute, strict liability or other theory even if COUNOS SSO has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of COUNOS SSO’S gross negligence, fraud, willful misconduct or intentional violation of any law.

 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to User. Notwithstanding the foregoing, in no event will the liability of COUNOS SSO, its affiliates and their shareholders, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of or in connection with the Services, any performance or non-performance of the Services, or any other product, service or other item provided by or on behalf of COUNOS SSO or its Affiliates whether under contract, statute, strict liability or other theory, exceed the amount of the fees paid by User to COUNOS SSO under this Agreement in the twelve-month period immediately preceding the event giving rise to the claim for liability.

 

User acknowledges and agrees, that COUNOS SSO shall not be liable for any of User’s losses caused by any of the following events, including but not limited to:

 

• Losses of profits, goodwill, usage or data or any other intangible losses

 

• Use or failure to use COUNOS SSO Service

 

• Unauthorized use of User’s account or unauthorized alteration of User’s data by third parties

 

• User’s misunderstanding of COUNOS SSO Service

 

• Any other losses related to COUNOS SSO Service which are not directly attributable to COUNOS SSO

 

In no event shall COUNOS SSO be liable for any failure or delay of service resulting from regular network maintenance or external factors such as power failure, natural disaster, service provider-side problems or governmental acts.

 

15. Dispute resolution; arbitration; waiver of class action

 

User agrees that by using the Services User is engaging in sophisticated transactions. User further agrees that (i) User has the necessary knowledge and experience as to be capable of evaluating the merits, risks and suitability of User’s use of the Services, (ii) User is able to bear the risk of User’s use of the Services, and (iii) User has a full understanding of all of the terms, conditions and risks of User’s use of the Services and User is willingly assuming those terms, conditions and risks. User further agrees that using the COUNOS SSO Services is not an ordinary or essential consumer transaction or service. By agreeing to this Agreement User is agreeing that (1) any rules, laws, or regulations governing “consumer” arbitrations are inapplicable, (2) arbitration of any dispute arising out of or relating to User’s use of the Services will be in Estonia, as applicable, and (3) User specifically waives any right to arbitrate in any other location, including User’s hometown.

 

User agrees that any dispute arising out of or related to this Agreement or the Services is personal to User and COUNOS SSO and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

 

 

COUNOS SSO reserves the right to resolve issues and disputes at its sole discretion. Some issues include infringement of others’ rights, violation of laws and regulations, abnormal trades and other not explicitly mentioned in the Agreement. User agrees to bear the costs arising from the process of such dispute resolution.

 

16. Governing law

 

Any dispute related to this Agreement or the Services, will be governed by and construed and enforced in accordance with the laws of Estonia, without regard to conflict of law rules or principles (whether of Estonia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. User agrees that COUNOS SSO may initiate a proceeding related to the enforcement or validity of COUNOS SSO’S intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under this Agreement, the courts located in Estonia, will have exclusive jurisdiction. User waives any objection to venue in any such courts.

 

17. Other terms

 

17.1. Copyright Violations

 

COUNOS SSO has a policy of limiting access to COUNOS SSO Services and terminating the User’s COUNOS SSO Accounts of who infringe the intellectual property rights of others. If User believes that anything on COUNOS SSO Services infringes any copyright that User owns or controls, User may notify COUNOS SSO. Also, please note that if User knowingly misrepresents that any activity or material on COUNOS SSO Services is infringing, User may be liable to COUNOS SSO for certain costs and damages. User may also submit a proper notification to COUNOS SSO using the contact information below:

 

Email:

 

[email protected]

 

If the User notices that a third party is infringing COUNOS SSO’s rights, the User shall immediately inform COUNOS SSO thereof in writing. The User itself shall not take any action against such an infringement without COUNOS SSO’s prior written consent. If COUNOS SSO decides to take any action against the infringing party, the User shall at COUNOS SSO’s request fully cooperate with such action.

 

17.2. Remedies

 

If User violates any of this Agreement, COUNOS SSO may, as it determines reasonably necessary to remedy or mitigate User’s violation, delete all or part of such information transmitted by User, suspend or cancel User’s COUNOS SSO Account, or confiscate virtual currencies owned by User without any prior notice to User. COUNOS SSO shall in no event be responsible or liable for any damage incurred by the User as a result of an action taken by COUNOS SSO pursuant to this paragraph. Any right or remedy of COUNOS SSO set forth in this Agreement is in addition to, and not in lieu of, any other right or remedy whether described in this Agreement, under statute, at law or in equity.

 

17.3. COUNOS SSO Affiliates and Contractors

 

An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by COUNOS SSO, its Affiliates or their respective contractors. To the extent that an Affiliate of COUNOS SSO, or contractor of COUNOS SSO or an Affiliate of COUNOS SSO, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to this Agreement substituting the Affiliate or contractor’s name wherever COUNOS SSO’S name occurs in this Agreement.

 

17.4. Nonwaiver

 

COUNOS SSO’S failure or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof.

 

17.5. Severability

 

The invalidity or unenforceability of any of this Agreement shall not affect the validity or enforceability of any other of this Agreement, all of which shall remain in full force and effect.

 

17.6. Force Majeure

 

COUNOS SSO will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that User may incur, due to any circumstance or event beyond the control of COUNOS SSO, including without limitation any 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.

 

17.7. Assignment

 

User may not assign or transfer any right to use the Services or any of User’s rights or obligations under this Agreement without prior written consent from COUNOS SSO, including by operation of law or in connection with any change of control. COUNOS SSO may assign or transfer any or all of its might or obligations under this Agreement, in whole or in part, without notice or obtaining User’s consent or approval.

 

17.8. Headings

 

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

 

17.9. Entire Agreement; Order of Precedence

 

This Agreement contains the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between this Agreement and any other agreement User may have with COUNOS SSO, this Agreement will control unless the other agreement specifically identifies this Agreement and declares that the other agreement supersedes this Agreement.