These Terms of Use (the “Terms”) govern the relationship between you (the “End User”, “you”) and Onramper technologies B.V., (“Onramper”, “we”, “us”, “our”) by setting out the terms and conditions on which Onramper provides Services to End Users through its websites, widgets and/or APIs.

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1.1 Upon using the website or Services, these Terms are accepted by the user either by virtue of using the Services provided by Onramper or by explicitly agreeing to these Terms before making use of the Services provided by Onramper.

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1.2 To be eligible for any of the Services provided by Onramper, you must be at least 18 years old, have the capacity to enter into legally binding contracts and reside in a country in which the relevant Services are accessible.

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2. Services

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2.1 The “Services” provided by Onramper exist solely out of allowing End-Users to access the website, widget and API built by Onramper, through which End-Users can interact and transact with various third parties that offer

fiat-to-cryptocurrency conversion services (“Fiat Gateways”).

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2.2 Onramper is solely a provider of technical infrastructure allowing supply and demand for fiat-to-crypto conversion services to find each other and does not sell cryptocurrencies, does not convert fiat currencies into cryptocurrencies and never acts as a Fiat Gateway itself in any way whatsoever. Onramper is not party to any transactions which may occur between End-Users and third-party Fiat Gateways, and Onramper does not take custody of End-User funds at any stage.

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2.3 Onramper does not and cannot provide customer support of any kind for transactions between End-Users and Fiat Gateways, including, but not limited to, customer support regarding identification procedures and transaction monitoring (Know-Your-Customer and Anti-Money-Laundering procedures), cancellations, refunds and transaction limits. Any contractual agreements, terms, and conditions applicable to transactions between End-Users and third-party Fiat Gateways are governed by the relevant agreement(s) in place between End-Users and third-party Fiat Gateways.

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2.4 In order to provide and optimize our Services, we process a limited amount of user data, as governed by Onramper’s privacy policy. All other personal data, which is inputted by users and processed in relation to transactions between End-Users and third-party Fiat Gateways, is governed by the privacy policies of such Fiat Gateways, which policies are to be accepted by the End-User upon making such transactions, together with the terms and conditions from those Fiat Gateways.

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3. Intellectual Property

‍3.1 In no case shall there be any transfer of Intellectual Property of any kind, including, but not limited to, rights to the widget, API, website, software, copyrights, patents, trademarks, ideas, techniques, inventions, processes, works of authorship, ideas or concepts owned by Onramper, whether licensed or unlicensed, resulting from the use of any of our Software or acceptance of these terms. Onramper retains any rights to the intellectual property and material(s) contained in its Website and/or APIs, and this agreement grants a limited license to End-Users only, for the purposes of viewing, accessing and using Services provided by Onramper for personal purposes.

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4. Warranties

4.1 As Onramper is not a party to transactions between End-Users and Fiat Gateways, we cannot and do not make any representations or warranties of any kind with regards such transactions or the services provided by Fiat Gateways.

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4.2 Onramper’s Services, website, widget(s) and/or API(s) are provided ‘as is’, and while we represent that we will make reasonable endeavors to ensure our Services meet your expectations, we make no representations or warranties about:

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a) the uptime, reliability or availability of our Services, or about our Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks or other reasons;

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b) the correctness of information displayed on our website, widget or through our API, including, but not limited to information about available Fiat Gateways, information about offers made by Fiat Gateways such as applicable conversion ratios, information about fees applicable to such offers, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility and sudden network congestion) outside of Onramper’s control, before, during or even after transactions have been initiated;

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c) the legitimacy, availability, suitability for purpose, security or reliability of fiat-to-crypto conversion services offered by third-party Fiat Gateways, as we have no control over such services; and

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d) the legitimacy, availability, suitability for purpose, security or reliability of implementations Onramper’s API or widget where these are integrated and/or adapted by third-party wallets, applications, websites, exchanges or protocols, as our Services can be integrated by such parties while building their own front-end interfaces or adapting the open-source user interface that we have made available.

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5. User warranties

5.1 You, as End-User, shall not:

a) copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the widget, website or API in any way;

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b) interfere with or violate any right to privacy or other rights, or harvest or collect personally identifiable information about visitors or End-Users without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

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c) interfere with or disrupt the operation of the Services, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

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d) provide any false, misleading or inaccurate information or impersonate others;

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e) enter into this agreement on behalf of any third party; or

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f) violate any applicable laws by entering into this agreement.

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6. Limitation of liability

6.1 In no event shall Onramper be held liable for any damages of any kind related to possible contractual relation(s) and transaction(s) between End-Users and third-party Fiat Gateways, as Onramper is not a party to such transactions.

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6.2 Onramper shall further not be held liable for any costs or damages resulting from any incorrectness of information displayed on our website, widget or through our API, for any errors, bugs, hacks, breaches, viruses, worms, harmful software or (other) attacks aimed at our security or the security of other infrastructure or third-party interfaces related or connected to the Services, for any incorrect data input by the End-User, any incorrect performance of our Services, and any malfunctioning of any computer, server or blockchain, including attacks on such components, unless these damages are attributable to gross negligence (in Dutch: ‘grove schuld’) or intent (in Dutch: ‘opzet’) on the side of Onramper.

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6.3 Onramper shall further not be held liable for indirect damages, including, but not limited to, lost profits, lost income, missed opportunity, appreciation or depreciation of (digital) assets or consequential damages claimed to arise as a result of (a lack of) availability, reliability or a lack of uptime of Onramper’s Services.

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6.4 Onramper shall further not be held liable for damages resulting from any incorrectness of data input by the user, including incorrect input of public keys, which may result in the End-User losing all its funds, as well as any damages resulting from any risks that are inherently related to the owning and/or use of cryptocurrencies or other digital tokens, such as damages resulting from unknown technical defects, legislative or regulatory changes, any fluctuations in value.

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6.5 In any case, Onramper’s liability to any specific End-User will be limited to the total amount of revenue Onramper has received from a third-party Fiat Gateway for its Services in relation to that specific End-User.

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7. Term
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7.1 At any time, Onramper may block your access to the website, widget or API or access to the Services or terminate these Terms, for any reason, at its sole discretion.

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7.2 You may terminate this agreement at any time.

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7.3 In case of termination, all limitations of liability as well as all general provisions in this agreement will survive.

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7.4 Onramper may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Onramper does not assume any responsibility nor liability with respect to, or in connection with the termination of the Service and/or loss of any data.

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8. General

8.1 If any provisions of these Terms might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.

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8.2 If any provision in the Assignment or any part of the Assignment cannot be relied on in law, the remaining part of the Assignment will remain in full force, always provided that provisions in the part which cannot be relied on will be deemed to have been adjusted in such a manner that reliance thereon will be possible, whereby the intention of parties with regard to the original provision or original part will remain in existence as much as possible.

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8.3 The Agreement shall be governed by and construed in accordance with Dutch law.

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8.4 The courts of the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

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9. About Onramper

Onramper Technologies B.V. (trading as 'Onramper') is a private limited liability company incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam and having its registered business address at Grote Bickersstraat 74, 1013 KS, Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce in Amsterdam under registration number 76602877. Our VAT (BTW) registration number is NL860696674B01.

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What does Onramper do:

Onramper offers a plug-and-play Platform as a Service ('PaaS') solution by providing a simple and compliant onramp integration solution for its business partners.

With the PaaS solution, Onramper allows platforms that wish to offer the products of various Fiat Gateways on their platform (e.g website/app) to easily integrate these platforms. Onramper does not directly or indirectly transact with End Users (customers).

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Through an API/SDK solution, Onramper only aggregates, bundles and enables Fiat Gateways onto and in one product (i.e. its platform). The platform can be integrated and made available on third party platforms and applications. This PaaS solution allows customers of these third party platforms to directly transact with a Fiat Gateway of choice.

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What does Onramper not do:

Onramper does not operate nor qualify as an offeror of crypto currencies.

Onramper does not buy or (re-)sell crypto, nor offer or invite to subscribe for or to purchase any securities in any jurisdiction.

Onramper is not a party to the relationship between an offeror of crypto (fiat gateway) and an end user

Onramper does not act as a reseller or merchant of record and does not offer crypto (exchange) services. Onramper does not offer lending or extend credit to customers

Onramper does not set, control or otherwise determine the exchange rates.

Onramper does not and will never take custody and/or have direct influence over End Users’ funds, cryptocurrencies or cryptographic tokens at any stage.

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Onramper does not charge the user for the services or the transactions. Onramper only receives a fee from the Fiat Gateways for transactions entered into by Fiat Gateway with an End User.

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Does Onramper require a license:

Considering the limited role and responsibilities of Onramper, Onramper does not require a financial or other regulatory license or registration to operate.