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GENERAL TERMS AND CONDITIONS

USER AGREEMENT ON PRODUCTS AND SERVICES
THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN USER OF SOFTWARE ("USER") AND PROVIDER OF SOFTWARE AND SERVICES PREMIUMEXCHANGER LTD. ("PROVIDER") COLLECTIVELY REFERRED TO AS "PARTIES"
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING OR USING THE PRODUCTS AND SERVICES.BY ACCESSING THIS PAGE (add link) OR USING THE PRODUCTS, YOU:• REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE USER;• CONFIRM THAT YOU HAVE READ AND AGREED TO THE TERMS OF THIS AGREEMENT;• ACCEPT ALL RIGHTS AND OBLIGATIONS PROVIDED FOR UNDER THIS AGREEMENT.IF YOU DO NOT AGREE TO THE TERMS:• DO NOT USE THE PRODUCTS AND SERVICESIMPORTANT: If a systems integrator, contractor, consultant, or any other party installs or uses the software on your behalf, such party is considered your agent acting on your behalf, and you are deemed to have accepted all provisions of this Agreement.
STRUCTURE OF THE AGREEMENT1. Terms and Definitions2. General Provisions of PREMIUMEXCHANGER LTD.3. Payments, Terms and Taxes4. Use of Software Products and Services5. Additional Services6. Rights and Obligations of the Parties7. Sub-contractor Governance and Oversight8. Audit Rights and Supervisory Access 9. Regulatory Cooperation and Compliance Support 10. Service Level Management and Performance Monitoring11. Business Continuity and Operational Resilience Framework12. Change, Risk and Relationship Management 13. User’s Liability for Means of Payment14. User’s Liability for Use of Cryptocurrencies15. Intellectual Property Rights16. AML and KYC/KYB Policy17. Confidentiality18. Disclaimer of Warranties19. Limitation of Liability20. Force Majeure21. Governing Law and Jurisdiction22. Termination of the Agreement23. Trade Control24. Final Provisions

1. TERMS AND DEFINITIONS1.1. List of Terms and Definitions:
“Agreement” — this document together with any ancillary transaction documents and all other materials directly or indirectly governing the relationship between PREMIUMEXCHANGER LTD. and the User“Approved Sub-contractor” — a sub-contractor established in the EU/EEA, permitted by PREMIUMEXCHANGER LTD. to process data in the EU/EEA in compliance with DORA/MiCA/EBA/ESMA“audit rights” – as defined in Section 8 (Audit Rights and Supervisory Access)“CASP” – crypto-asset service provider“CNB” – Czech National Bank“Confidential Information” — as defined in Section 17 (Confidentiality)“Critical/essential ICT services” — functions and services on which the continuity of providing Services to the Client substantially depends“DORA” - Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011“DPA” — Data Processing Agreement (Annex D) under Art. 28 GDPR“EEA” - European Economic Area“EU” — European Union“Force Majeure” — as defined in Section 20 (Force Majeure)“GDPR” - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)“HyperGuard” — cloud infrastructure provided by NETWARM LTD, a UK-registered cloud service provider with infrastructure located in Sweden.  “Intellectual Property Rights” — all patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide owned by PREMIUMEXCHANGER LTD.“MiCA” - Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937“Party / Parties” — individually PREMIUMEXCHANGER LTD. or the User; collectively both Parties“Products and Services” — software products and related services provided by PREMIUMEXCHANGER LTD. to the User“Service” or “Services” — a set of interactive services provided by PREMIUMEXCHANGER LTD. to the User, as defined in the Section 2. (General Provisions of PREMIUMEXCHANGER LTD)“Step-In” — User’s right to temporarily intervene/take over the provision of services in case of disruption of critical functions.“User / Service User” — any natural person over 18 years of age or any corporation, company, or other legal entity using the Products and Services“Website” — a set of interconnected web pages accessible at a specified address.
2. GENERAL PROVISIONS OF PREMIUMEXCHANGER LTD.2.1. PREMIUMEXCHANGER LTD. provides services relating to software products of intellectual property (hereinafter referred also as “Services”). 
Subcontractor Structure
2.2. PREMIUMEXCHANGER LTD. provides the User with a comprehensive software solution for the operation of a cryptocurrency exchange, which includes the following integrated components and directly involved subcontractors:
a) NETWARM LTD (United Kingdom) operating HyperGuard service HyperGuard AB (https://hyperguard.network/, hereinafter referred also as “HyperGuard”) – Critical Infrastructure Provider Responsible for cloud hosting, operation, backup, physical storage, and protection of operational databases and data files exclusively within the EU/EEA jurisdiction - server infrastructure is physically located within EU as contractually guaranteed (the hardware is located in Sweden). NETWARM LTD does not perform any activity beyond explicitly contractually agreed tasks and strictly follows all obligations under DORA and GDPR. PREMIUMEXCHANGER LTD. retains full responsibility for all acts and omissions of NETWARM LTD (HyperGuard), including incident management and deficiencies. b) AMLBot (EU, https://amlbot.com/) – Specialized Compliance Provider which provides automated transaction screening and compliance checks integrated into PREMIUMEXCHANGER LTD.´s platform, including risk monitoring of financial flows, blockchain transaction screening, and automated compliance alerts. Technical integration combining API connectivity and operational procedures ensures full functionality. All processing of data occurs within the EU.c) SumSub (EU, https://sumsub.com/) – Specialized Compliance Provider supplies automated client identification and verification (KYC) including biometric checks, ongoing compliance monitoring, and recordkeeping for all verification activities. Services integrated through technical and operational procedures with EU-based data processing exclusively. d) WordPress Foundation (Global, open-source, https://wordpress.com/) – technology framework provider open-source system used strictly for frontend website presentation and content management of the User’s exchange web interface. WordPress does not process transactional or client data and is not involved in financial or compliance functions.
PREMIUMEXCHANGER LTD. shall be responsible for the selection, risk management, and periodic assessment of all above subcontractors. The User shall be notified promptly of any replacement, change in role, jurisdiction, or key responsibility of subcontractors, with such changes documented directly in this section of the Agreement.
Detailed Service Components
2.3. The Services provided under this Agreement consist of the following integrated components, which together enable User's crypto-asset service provider operations under MiCA regulation:
2.3.1. Software Components PREMIUMEXCHANGER LTD. provides User with a comprehensive software solution consisting of:
a) Premium Exchanger Script Version 2.7: a specialized software application designed for cryptocurrency exchange operations, including but not limited to customer onboarding systems, transaction processing workflows, exchange rate calculation mechanisms, and regulatory compliance tools for anti-money laundering and know-your-customer requirements;b) WordPress Content Management Framework: the underlying content management system that provides the foundational web application architecture, user interface components, and basic website functionality upon which the PREMIUMEXCHANGER LTD.´s software is built and operated;c) Administrative Dashboard: a comprehensive control panel that enables User to configure exchange parameters, monitor transaction flows, manage customer relationships, oversee compliance procedures, and maintain operational oversight of all exchange activities.
Infrastructure and Hosting Services
2.3.2. All software components described in Section 2.3 are hosted, operated, and maintained on cloud infrastructure provided by NETWARM LTD, a UK-registered cloud provider with servers in Sweden (cloud “HyperGuard”), which delivers the following critical infrastructure services:
a) Application Hosting Environment: high-availability server infrastructure located within the European Union that hosts and executes the PREMIUMEXCHANGER LTD.´s software, ensuring continuous availability and performance optimization for User's cryptocurrency exchange operations;b) Database Management Services: secure database hosting and administration services that store, organize, and protect all operational data including customer personal information, transaction records, compliance documentation, financial data, and business intelligence information necessary for User's regulated activities;c) Transaction Processing Infrastructure: specialized computing resources and network connectivity that enable real-time processing of cryptocurrency exchanges, payment handling, blockchain interactions, and integration with external cryptocurrency market data providers for real-time pricing information and cryptocurrency service connectivity as operationally required;d) Data Security and Backup Services: comprehensive data protection measures including encryption, access controls, intrusion prevention, regular data backups, disaster recovery capabilities, and security monitoring designed to protect User's data and ensure business continuity;e) System Monitoring and Maintenance: continuous monitoring of system performance, security status, and operational integrity, including proactive maintenance, security updates, performance optimization, and technical issue resolution to ensure reliable service delivery.
Compliance and Risk Management Services
2.3.3. PREMIUMEXCHANGER LTD. coordinates the provision of specialized compliance services through qualified third-party providers integrated into the software platform:
a) AMLBot for Anti-Money Laundering Screening: transaction monitoring and suspicious activity detection services provided through AMLBot Platform. Services are currently delivered through a combination of automated API integration and manual processes, with full API automation to be implemented probably within 6 months of Agreement execution. All screening capabilities against sanctions lists, PEP databases, and regulatory watch lists are fully operational regardless of delivery method. b) SumSub for Know Your Customer Verification: identity verification and customer due diligence services provided through SumSub platform. Services are currently delivered through a combination of automated API integration and manual workflows, with complete API automation targeted for completion probably within 6 months of Agreement execution. All KYC verification capabilities including document verification, biometric authentication, and risk assessment are fully operational regardless of delivery method.c) Regulatory Reporting Tools: automated systems for generating regulatory reports, maintaining compliance documentation, and supporting User's obligations under MiCA, DORA, and applicable anti-money laundering regulations.
2.4. PREMIUMEXCHANGER LTD. guarantees the existence and maintenance of “back-to-back” agreements with NETWARM LTD (cloud HyperGuard), AMLBot and Sumsub, ensuring full flow-down of obligations under DORA/MiCA/EBA-ESMA (ICT outsourcing, audit rights and supervisory access, information security, incident management, BCP/DR, data protection, data localization in the EU, transition/exit and data deletion/return).
2.5. PREMIUMEXCHANGER LTD. bears full responsibility for the acts/omissions of subcontractors (HyperGuard, WordPress Foundation, Sumsub and AMLBot) as if they were its own, ensuring compliance with all MiCA, DORA, EBA-ESMA requirements and maintaining direct contractual accountability to the ČNB for all subcontracted functions.
2.6. Subject to the limitations in Section 19 (Limitation of Liability), PREMIUMEXCHANGER LTD. shall indemnify the User for:a) Direct losses caused by subcontractor failures that result in regulatory sanctions against the User;b) Reasonable costs directly incurred by the User due to ČNB enforcement actions arising from subcontractor non-compliance;c) Direct operational losses arising from Critical ICT service failures as defined under DORA.
2.7. The indemnification obligations in 2.6. are subject to the monetary caps and exclusions set forth in Section 19, except where such limitations would prevent the User from maintaining its CASP license or would contravene MiCA and/or DORA regulatory requirements.
2.8. PREMIUMEXCHANGER LTD. provides services for the development, customization, and maintenance of software. The User agrees to pay for such services in accordance with applicable procedures and conditions. The Provider may also offer additional services at its sole discretion.
2.9. The User may purchase additional software products and services. Depending on the choice, the User remains bound by this Agreement as well as any supplementary conditions set out in the relevant Annex to the software or related documents.
2.10. PREMIUMEXCHANGER LTD. reserves the right to provide software solutions, customization, and maintenance services to multiple clients without limitation.
3. PAYMENTS, TERMS, AND TAXES
3.1. The total payment amount and the service period are specified in the order form on the checkout page. The User must pay all fees indicated in the invoice for the selected products and services.
3.2. Current prices can be obtained from a PREMIUMEXCHANGER LTD. manager via email: .enilno.regnahcxemuimerp%40ofni
3.3. PREMIUMEXCHANGER LTD. offers various tariff plans, the cost of which is negotiated individually with each client.
3.4. Invoices are generated electronically through the Service and associated payment systems. The User must pay the full amount within the period set by the payment system. Upon written request, PREMIUMEXCHANGER LTD. may provide a paper invoice subject to mutual agreement of the Parties.
3.5. This Agreement is deemed accepted when 100% of the payment for the relevant tariff plan has been credited to the account of PREMIUMEXCHANGER LTD. or when the Parties have signed a separate accession agreement.
3.6. The service period may be terminated early if the functionality of the current version of the software ceases or upon notification to the User of termination.
3.7. The User is solely responsible for monitoring payment deadlines when choosing software products or services.
3.8. Fees and payments under this Agreement are indicated exclusive of taxes. The User is responsible for any sales tax, VAT, or other applicable taxes in their jurisdiction. Taxes are not payable on the income of PREMIUMEXCHANGER LTD. If local law requires the User to withhold tax on payments, the User must:a) gross up the payment amount to ensure PREMIUMEXCHANGER LTD. receives the full net amount;b) provide documentation confirming such withholding to PREMIUMEXCHANGER LTD.
4. USE OF SOFTWARE PRODUCTS AND SERVICES
4.1. After successful payment for the selected product or service, PREMIUMEXCHANGER LTD. shall:a) confirm receipt of payment;b) send an email confirmation of payment to the User;c) provide remote access to the software installation through the User’s account, including links for downloading software files, a license key, and installation instructions.
4.2. The provided software product includes software files and license keys. All exclusive rights, except WordPress CMS files, remain with PREMIUMEXCHANGER LTD.
4.3. Software License and Domain Binding: a) activation of the software requires the User to specify a domain and/or subdomain in their account; b) the license key is bound to the specified domain/subdomain and cannot be transferred;c) the provision period of the software product starts from the moment the User downloads the license key;d) the software becomes functional only after proper installation on the registered domain;e) the User may not change the registered domain/subdomain without Provider's written consent.
4.4. The software operates properly only if the User complies with the installation instructions, does not alter the software files or license keys, and follows this Agreement and the recommendations of PREMIUMEXCHANGER LTD.
4.5. The User is responsible for installation on their own IT infrastructure, subject to any limitations in the installation instructions, except as provided in Section 6 of this Agreement, in respect of “Approved Sub-contractors.”
4.6. During the service period, the User may receive updates and modifications through their account, as well as access to documentation and support resources. Updates (including bug fixes and patches) must be installed in a timely manner; failure to do so may result in malfunction or discontinued functionality of the software.
4.7. Users receive technical support limited to responses concerning the use of the software, excluding services listed in Section 4.9.
4.8. Users are entitled to online technical support limited to responses concerning the use of the software, excluding services listed in Section 4.9.
4.9. Technical support does not include:a) development or customization of additional modules;b) consultations on source code or modifications;c) server or hosting configuration.
4.10. PREMIUMEXCHANGER LTD. may refuse technical support if the User’s installation includes third-party modules, plugins, source code modifications, or third-party website designs.
5. ADDITIONAL SERVICES
5.1. PREMIUMEXCHANGER LTD. may offer additional services at its sole discretion, which may be modified or discontinued from time to time.
5.2. The User may order additional software products or services either during the initial purchase process or through the “Services” section on the Website. Requests may also be submitted via the online feedback form. Orders are created electronically and confirmed by clicking the “Send message” button. The User is responsible for verifying the order and ensuring timely payment.
5.3. Domain registration: The User may independently select and register a domain name.
5.4. A domain name must contain between 2 and 63 characters, begin and end with a Latin or Cyrillic letter or number, and may include hyphens (except when used simultaneously in the 3rd and 4th positions).
5.5. A domain name is considered registered when it receives the status REGISTERED and is entered into the domain registry database.
5.6. PREMIUMEXCHANGER LTD. is not responsible for domain registration, renewal, or maintenance services that the User contracts independently with third-party domain registrars or hosting providers outside of this Agreement. The User bears sole responsibility for maintaining such independent services.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
Subcontractor Management and Data Localization
6.1. PREMIUMEXCHANGER LTD. may engage only “Approved Sub-contractors” as defined in Section 2.1, which must be established in the EU/EEA; data processing and storage shall take place exclusively in the EU/EEA.
6.2. PREMIUMEXCHANGER LTD. shall notify the User of any changes concerning “Approved Sub-contractors” at least 30 calendar days in advance; the User has the right to reasonably object - in such case, PREMIUMEXCHANGER LTD. shall propose an alternative within a reasonable time.
6.3. Unauthorized sub-outsourcing of critical/essential functions constitutes a material breach by PREMIUMEXCHANGER LTD., entitling the User to immediate termination of Services and the exercise of Step-In/Exit measures.
6.4. PREMIUMEXCHANGER LTD. shall notify the User without undue delay and within 1 hour of any significant ICT incidents (relevant under DORA), provide a written report within 24 hours, and a final post-mortem within 10 business days. Monthly availability must be ≥ 99.99% (excluding planned maintenance with ≥ 48-hour notice and a limit of 4 hours/month).
Rights of of PREMIUMEXCHANGER LTD.
6.5. Update the software.
6.6. Suspend or terminate the User’s access to the software product with notice in cases of maintenance or suspected violations of this Agreement or applicable laws.
6.7. Amend this Agreement or modify service delivery procedures.
6.8. Provide the User with additional services related to the use of the software.
6.9. Refuse technical support in cases of breach of this Agreement, misuse, or unlawful activity.
6.10. Discontinue any software, service, or product in accordance with the Provider’s policy.
Obligations of the User:
6.11. Provide accurate and complete information when ordering software products or services from PREMIUMEXCHANGER LTD.
6.12. Immediately notify PREMIUMEXCHANGER LTD. of any unauthorized use of its software products or services.
6.13. Use certified equipment when accessing PREMIUMEXCHANGER LTD. services.
6.14. Not transfer, sublicense, rent, or otherwise provide PREMIUMEXCHANGER LTD. software products to third parties.
6.15. Not modify or attempt to modify the software source code. Unauthorized modifications or third-party modules may result in denial of technical support.
6.16. Respect all intellectual property rights of PREMIUMEXCHANGER LTD. and third parties.
6.17. Not use any part of the software, Website, or content in violation of applicable laws or third-party rights.
6.18. Not upload or distribute illegal, offensive, obscene, defamatory, or otherwise prohibited content through the Website.
6.19. Not use the software for:a) unlawful purposes;b) activities harmful to PREMIUMEXCHANGER LTD. or third parties;c) money laundering, terrorist financing, or other unlawful actions.
6.20. Not use the software, products, or services for military facilities, security applications, or violations of defense technology laws.
6.21. Not advertise or promote services created with PREMIUMEXCHANGER LTD. software on:a) anonymous or darknet platforms;b) websites, forums, chats, or channels associated with illegal activities;c) platforms promoting the trade of drugs, weapons, forged documents, money laundering, or other unlawful actions;d) platforms blocked by regulators in jurisdictions where PREMIUMEXCHANGER LTD. or the User operate.
6.22. In case of violation of clause 6.22 and submission of evidence (e.g., screenshots, links, or other records), PREMIUMEXCHANGER LTD. may:a) require the User to remove such content within 48 hours;b) restrict or revoke access to accounts, updates, support, and other services without refund in case of non-compliance or repeated violations.
7. SUB-CONTRACTOR GOVERNANCE AND OVERSIGHT
Sub-contractor Categories and Classification
7.1. PREMIUMEXCHANGER LTD. acknowledges that the Services are delivered through a structured network of sub-contractors, each performing specific functions critical to User's regulated cryptocurrency exchange operations. For purposes of risk management and regulatory compliance under DORA, sub-contractors are classified as follows:a) Critical Infrastructure Providers: sub-contractors whose services are essential for the continuous operation of User's business and whose failure would result in material disruption to User's ability to provide regulated services to customers. This category includes NETWARM LTD as the primary loud infrastructure provider (cloud HyperGuard);b) Specialized Compliance Providers: sub-contractors who provide specific regulatory compliance, risk management, or customer verification services that are required for User's compliance with MiCA and other applicable regulations. This category includes AMLBot for transaction monitoring and SumSub for customer verification services;c) Technology Framework Providers: sub-contractors who provide foundational technology platforms or frameworks that support the overall service delivery but are not directly involved in customer data processing or transaction handling. This category includes WordPress Foundation as the content management system provider.
Sub-contractor Selection and Due Diligence Standards
7.2. PREMIUMEXCHANGER LTD. represents and warrants that all sub-contractors engaged in the provision of Services have been selected through appropriate due diligence processes that include:a) verification of technical capabilities, security standards, and operational resilience appropriate to their role in service delivery;b) assessment of financial stability and business continuity planning adequate to ensure reliable long-term service provision;c) confirmation of compliance with applicable European Union data protection, financial services, and cybersecurity regulations;d) review of information security policies, incident response procedures, and business continuity arrangements;e) evaluation of geographic location and jurisdictional considerations to ensure alignment with User's regulatory requirements under DORA and MiCA.
Sub-contractor Accountability and Performance Management
7.3. PREMIUMEXCHANGER LTD. maintains primary responsibility and accountability for all aspects of service delivery, regardless of the involvement of sub-contractors. This accountability includes:a) continuous monitoring of sub-contractor performance through established service level agreements, key performance indicators, and regular operational reviews;b) ensuring that all sub-contractors comply with the same information security, data protection, and operational resilience standards that would apply to PREMIUMEXCHANGER LTD. directly;c) coordinating incident response activities across all sub-contractors to ensure rapid resolution of service disruptions and comprehensive impact assessment;d) managing change control processes to ensure that modifications to sub-contractor services or infrastructure are properly assessed, tested, and implemented without disrupting User's operations;e) maintaining up-to-date documentation regarding sub-contractor roles, responsibilities, data processing activities, and integration points within the overall service architecture.
Sub-contractor Transparency and Reporting Obligations
7.4. PREMIUMEXCHANGER LTD. shall:a) maintain a basic register of Approved Sub-contractors containing: identity, key functions performed, and data processing locations (as required by DORA Article 30.2);b) provide semi-annual status reports covering: material changes in subcontractor arrangements, significant security incidents, and compliance status updates;c) upon reasonable request and with adequate notice, PREMIUMEXCHANGER LTD. shall provide relevant information necessary for User's DORA compliance obligations.
Sub-contractor Change Management and Approval Framework
7.5. Material changes to sub-contractor arrangements require prior written notice and, where specified below, User's prior written consent:a) replacement of Critical Infrastructure Providers or Specialized Compliance Providers requires sixty (60) days advance written notice to User and User's written consent, which shall not be unreasonably withheld;b) addition of new sub-contractors that will process User's customer data or handle financial transactions requires thirty (30) days advance written notice to User and User's opportunity to object on reasonable grounds related to security, compliance, or operational concerns;c) changes to sub-contractor geographic location, data processing activities, or security arrangements require fifteen (15) days advance written notice to User with detailed impact assessment and risk mitigation measures;d) user retains the right to require replacement of any sub-contractor that User reasonably determines poses unacceptable risks to User's regulatory compliance or business operations, provided that reasonable alternative arrangements are available and User provides reasonable transition time.
8. AUDIT RIGHTS AND SUPERVISORY ACCESS
Internal Audit Procedures
8.1. PREMIUMEXCHANGER LTD. acknowledges and agrees that the User, acting in its capacity as a regulated crypto-asset service provider under Regulation (EU) 2023/1114 (MiCA) and subject to Regulation (EU) 2022/2554 (DORA), requires comprehensive audit capabilities to fulfill its regulatory obligations regarding third-party risk management. Accordingly, PREMIUMEXCHANGER LTD. hereby grants to User, its authorized representatives, and appointed third-party auditors, full and unrestricted rights of access, inspection, and audit of all aspects of the services provided under this Agreement (hereinafter referred as “audit rights”). 
8.2. Audit rights shall include, without limitation, the right to examine all systems, processes, controls, documentation, records, and facilities relevant to the performance of contracted functions, whether maintained by PREMIUMEXCHANGER LTD. directly or by its approved sub-contractors, including HyperGuard.
8.3. Audit rights shall extend to the right to take copies, photographs, or electronic reproductions of any relevant documentation, system configurations, or other materials deemed necessary for compliance assessment purposes. PREMIUMEXCHANGER LTD. shall ensure that all personnel involved in service delivery are made available for interviews and questioning during audit activities, and shall provide all reasonable assistance to facilitate thorough and effective audits.
Competent Authority Access Rights
8.4. In addition to User's internal audit rights, PREMIUMEXCHANGER LTD. expressly acknowledges that the Czech National Bank (CNB), acting as the competent authority for User's regulation under MiCA and DORA, together with the European Banking Authority (EBA), European Securities and Markets Authority (ESMA), and any other relevant supervisory authorities within the European Union, possess direct and independent access rights to PREMIUMEXCHANGER LTD. 's operations. These authorities may exercise such access rights either upon their own initiative or at the request of User, and shall not require User's prior consent or intermediation to conduct examinations, inspections, or investigations.
8.5. PREMIUMEXCHANGER LTD. undertakes to provide full cooperation to the above-mentioned authorities, including immediate access to premises, systems, personnel, and documentation, subject only to reasonable advance notice where operationally feasible and legally permissible. PREMIUMEXCHANGER LTD. waives any claim that such direct supervisory access violates confidentiality obligations owed to other clients or contractual arrangements with third parties, recognizing that regulatory compliance takes precedence over commercial confidentiality considerations.
Audit Implementation and Coordination
8.6. All audit activities conducted under this Section shall be performed in a manner designed to minimize disruption to ongoing service delivery while ensuring comprehensive examination of relevant systems and processes. PREMIUMEXCHANGER LTD. shall designate qualified personnel to serve as liaison contacts for audit coordination and shall maintain current documentation regarding all aspects of service delivery to facilitate efficient and effective audits.
8.7. Where audit findings identify deficiencies, weaknesses, or areas for improvement, PREMIUMEXCHANGER LTD. shall prepare and implement remediation plans within timeframes agreed with User or as directed by competent authorities, provided such timeframes are commercially reasonable. Critical findings requiring immediate attention shall be addressed on an expedited basis, with temporary measures implemented within seventy-two (72) hours and permanent corrective actions completed within ninety (90) days unless otherwise agreed.
9. REGULATORY COOPERATION AND COMPLIANCE SUPPORT
Czech National Bank Cooperation Framework 
9.1. PREMIUMEXCHANGER LTD. recognizes that User operates as a regulated crypto-asset service provider (CASP) under Regulation (EU) 2023/1114 (MiCA) and is subject to supervision by the Czech National Bank as the competent authority. PREMIUMEXCHANGER LTD. hereby commits to provide full cooperation with the Czech National Bank in its supervisory capacity, including prompt response to regulatory inquiries, provision of requested information and documentation, and participation in supervisory examinations as they relate to User's operations.
European Supervisory Authority Coordination  
9.2. Given the European scope of MiCA regulation, PREMIUMEXCHANGER LTD. agrees to cooperate with relevant European supervisory authorities, including the European Banking Authority (EBA) and European Securities and Markets Authority (ESMA), when such cooperation is requested in connection with User's cross-border activities or European supervisory coordination under EU regulatory frameworks.
Proportionate Regulatory Support
9.3. All regulatory cooperation activities under this Section shall be conducted in a manner proportionate to User's classification as a microenterprise under DORA and the limited scope of User's crypto-asset services. PREMIUMEXCHANGER LTD. shall maintain internal procedures to ensure appropriate and timely responses to regulatory requests while coordinating such responses with User where appropriate to ensure consistency of information provided to supervisory authorities.
10. SERVICE LEVEL MANAGEMENT AND PERFORMANCE MONITORING
Comprehensive Service Level Framework
10.1. PREMIUMEXCHANGER LTD. recognizes that User's compliance with DORA and MiCA requires implementation of robust operational resilience measures, including comprehensive service level management for all critical third-party arrangements. Accordingly, the parties hereby establish an enhanced service level framework that extends beyond basic availability metrics to encompass comprehensive performance monitoring, quality assurance, and continuous improvement mechanisms.
10.2. The core service level commitment shall be monthly availability of ninety-nine point ninety-eight percent (99.98%), calculated on a calendar month basis and excluding scheduled maintenance activities conducted with at least 48 hours advance notice and limited to 4 hours per month. However, this primary metric shall be supplemented by additional performance indicators designed to provide comprehensive visibility into service quality and operational effectiveness.
Extended Performance Metrics and Monitoring
10.3. In addition to the primary availability commitment, PREMIUMEXCHANGER LTD. shall maintain the following performance standards:a) system response times for application programming interface (API) requests shall not exceed two (2) seconds for ninety percent (90%) of all requests during any given twenty-four (24) hour period;b) transaction processing completion times shall not exceed four (4) hours for standard cryptocurrency exchange operations under normal operating conditions;c) incident response acknowledgment shall not exceed two (2) hours for critical incidents affecting service availability or functionality.
10.4. PREMIUMEXCHANGER LTD. shall implement comprehensive monitoring systems capable of tracking these performance metrics in real-time and shall provide User with access to performance dashboards displaying current and historical performance data. Monthly performance reports shall be provided to User within five (5) business days following the end of each calendar month, containing detailed analysis of performance against all established metrics, identification of any performance issues or trends, and documentation of corrective actions taken or planned.
Performance Remediation and Continuous Improvement
10.5. When performance metrics fall below established thresholds, PREMIUMEXCHANGER LTD. shall immediately notify User and initiate remediation procedures designed to restore performance to acceptable levels. For sustained performance issues, defined as performance below established thresholds for more than forty-eight (48) consecutive hours or recurring performance issues within any thirty (30) day period, PREMIUMEXCHANGER LTD. shall conduct comprehensive root cause analysis and implement permanent corrective measures.
10.6. The parties shall conduct quarterly service review meetings to assess overall performance trends, identify opportunities for improvement, and adjust service level targets as appropriate to reflect changing operational requirements or technological capabilities. PREMIUMEXCHANGER LTD. commits to participating constructively in these reviews and implementing agreed-upon improvements within reasonable timeframes that support User's regulatory obligations and business objectives.
11. BUSINESS CONTINUITY AND OPERATIONAL RESILIENCE FRAMEWORK
Business Continuity Planning and Documentation
11.1. PREMIUMEXCHANGER LTD. maintains comprehensive business continuity plans designed to ensure continuity of service delivery under various adverse scenarios, including but not limited to system failures, cyber incidents, natural disasters, and other operational disruptions. These business continuity plans are regularly updated to reflect changes in service delivery methods, infrastructure arrangements, and threat landscapes, with formal reviews conducted at least annually and following any significant changes to operational arrangements.
11.2. The business continuity framework encompasses detailed procedures for incident detection and classification, stakeholder notification and communication, service preservation and restoration, and post-incident analysis and improvement. PREMIUMEXCHANGER LTD. shall provide User with summary information regarding its business continuity capabilities and shall notify User of any material changes to business continuity arrangements that could affect service delivery under this Agreement.Backup and Recovery Procedures
11.3. Data backup procedures are implemented to ensure comprehensive protection of all data related to User's services, with backup copies maintained in geographically separated locations within the European Union and European Economic Area. Backup procedures include regular integrity testing to verify the reliability and completeness of backup data, and recovery procedures are tested periodically to ensure effective restoration capabilities within acceptable timeframes.
11.4. Recovery time objectives are established to ensure that critical systems can be restored within sixty (60) minutes of a service disruption, while recovery point objectives ensure that data loss is minimized through frequent backup intervals. PREMIUMEXCHANGER LTD. maintains detailed documentation of all backup and recovery procedures and shall provide User with regular confirmations that backup and recovery systems are functioning effectively and meeting established objectives.Crisis Communication and Coordination
11.5. During business continuity events, PREMIUMEXCHANGER LTD. shall maintain regular communication with User regarding service status, recovery progress, and expected restoration timelines. Emergency contact procedures are maintained to ensure twenty-four (24) hour availability of key PREMIUMEXCHANGER LTD. personnel during crisis situations, and communication protocols are established to provide timely and accurate information to User and, where appropriate, to regulatory authorities.
11.6. Post-incident procedures include comprehensive analysis of business continuity event causes and responses, identification of lessons learned and improvement opportunities, and implementation of enhanced measures to prevent recurrence of similar events. PREMIUMEXCHANGER LTD. shall share relevant findings from such analyses with User to support User's own operational resilience planning and regulatory reporting obligations.
12. CHANGE, RISK, AND RELATIONSHIP MANAGEMENT
Material Change Notification and Assessment
12.1. PREMIUMEXCHANGER LTD. recognizes that effective change management is essential for maintaining service quality and supporting User's regulatory compliance obligations under DORA and MiCA. Accordingly, PREMIUMEXCHANGER LTD. shall provide advance notification to User of any material changes that could affect service delivery, performance, security, or compliance with applicable regulatory requirements.
12.2. Material changes requiring advance notification include, but are not limited to: modifications to core service delivery systems or infrastructure; changes in sub-contractor arrangements or key personnel involved in service delivery; alterations to security protocols, access controls, or data protection measures; relocations of critical systems or data processing activities; and changes in PREMIUMEXCHANGER LTD.'s corporate structure, ownership, financial condition, or regulatory status that could impact service delivery capabilities.
12.3. Such notifications shall be provided at least thirty (30) days in advance of implementation where reasonably practicable, or as soon as practicable where advance notice is not feasible due to emergency circumstances or regulatory requirements. Notifications shall include detailed descriptions of proposed changes, assessments of potential impacts on service delivery, risk mitigation measures to be implemented, and timelines for change implementation and completion.Change Impact Assessment and Risk Management
12.4. For significant changes that could materially affect service delivery or create new risks for User's operations, PREMIUMEXCHANGER LTD. shall conduct comprehensive impact assessments that evaluate potential effects on service levels, security posture, compliance obligations, and operational resilience. These assessments shall be shared with User to enable informed evaluation of change-related risks and implementation of appropriate risk mitigation measures.
12.5. PREMIUMEXCHANGER LTD. shall implement appropriate testing and validation procedures for significant changes, including rollback capabilities where technically feasible, to minimize the risk of service disruption or degradation. Where changes involve modifications to systems or processes that interface with User's operations, PREMIUMEXCHANGER LTD. shall coordinate implementation schedules with User to minimize operational impacts and ensure seamless transition to modified service delivery arrangements.
Ongoing Communication and Relationship Management
12.6. Beyond formal change notification requirements, PREMIUMEXCHANGER LTD. shall maintain regular communication with User regarding service delivery performance, emerging risks and opportunities, industry developments that could affect service delivery, and other matters relevant to the ongoing success of the contractual relationship.
12.7. Quarterly business reviews shall be conducted to assess overall relationship performance, address any concerns or issues that have arisen, discuss planned improvements or enhancements to service delivery, and ensure ongoing alignment between PREMIUMEXCHANGER LTD.'s service capabilities and User's evolving business and regulatory requirements. These reviews shall provide opportunities for collaborative problem-solving and relationship optimization that support both parties' long-term success and regulatory compliance objectives.
13. USER'S LIABILITY FOR USE OF PAYMENT INSTRUMENTS
13.1. The User guarantees that all payment instruments used (including, without limitation, credit or debit cards) are valid and lawfully belong to the User.
13.2. The User assumes full responsibility for any legal or financial consequences arising from the use of payment instruments that do not belong to them.
13.3. PREMIUMEXCHANGER LTD. shall not be liable for losses resulting from the User’s use of invalid or unauthorized payment instruments.
13.4. The User confirms that any payment made by credit card or other means is lawful and authorized by the rightful holder of the instrument.
13.5. In the event of claims or demands against PREMIUMEXCHANGER LTD. by third parties related to the unauthorized use of payment instruments by the User, the User shall settle such claims independently and at their own expense.
13.6. The User agrees to indemnify and hold PREMIUMEXCHANGER LTD. harmless from any losses, fines, penalties, or damages arising from the improper use of payment instruments.
13.7. In the event of a dispute concerning the legality of the User’s payment method, the User must provide sufficient evidence confirming lawful use.
13.8. Failure to comply with these obligations may result in suspension of services until all disputes are resolved and all related costs fully reimbursed.
14. USER'S LIABILITY FOR USE OF CRYPTOCURRENCY
14.1. The User acknowledges and accepts all risks associated with the prohibition, restriction, or impossibility of carrying out cryptocurrency transactions in their jurisdiction.
14.2. The User bears sole responsibility for ensuring compliance with all applicable laws, regulations, and legislative changes governing cryptocurrencies in their jurisdiction.
14.3. Any legal or financial consequences arising from the use of PREMIUMEXCHANGER LTD. software for cryptocurrency transactions remain the sole responsibility of the User.
14.4. In the event of sanctions, enforcement measures, or other regulatory actions by government authorities, the User shall bear all resulting obligations and expenses.
14.5. The User acknowledges that cryptocurrency markets remain subject to evolving and, in many cases, uncertain regulation.14.6. The User undertakes to remain informed about the legal status of cryptocurrencies in their jurisdiction and to promptly comply with any new or amended legal requirements.
14.7. PREMIUMEXCHANGER LTD. shall not be liable for restrictions, prohibitions, or losses incurred by the User as a result of government actions or regulatory changes.
14.8. The User agrees to release and indemnify PREMIUMEXCHANGER LTD. from any claims or liabilities arising from legal restrictions or regulatory changes affecting the use of cryptocurrencies.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. All intellectual property rights developed solely by PREMIUMEXCHANGER LTD. or jointly with others belong to PREMIUMEXCHANGER LTD. or its licensors. These rights include, without limitation: software products, databases, patents, trademarks, service marks, product names, designs (registered or unregistered), trade secrets, know-how, domain names, logos, branding, website content, and all updates, enhancements, modifications, improvements, or derivative works. Any rights not expressly granted to the User under this Agreement remain reserved to PREMIUMEXCHANGER LTD. or its licensors.
15.2. The User waives any claims against PREMIUMEXCHANGER LTD., its affiliates, or licensors regarding ownership of products, documentation, or support services, except for rights expressly granted under this Agreement.
15.3. PREMIUMEXCHANGER LTD. retains an unrestricted, royalty-free right to use and incorporate into its products or services any feedback, suggestions, or recommendations provided by the User.
15.4. The software and documentation are protected by copyright laws and international treaties. Unauthorized copying, distribution, or use is strictly prohibited. The User is granted only those rights expressly set out in this Agreement and agrees to comply with all technical restrictions. The User shall not, and shall not permit others to:
a) reverse engineer, decompile, disassemble, translate, or create derivative works of the software or documentation, except as expressly permitted by law or with the written consent of PREMIUMEXCHANGER LTD.;
b) incorporate the software into other products, except as permitted through publicly available APIs provided by PREMIUMEXCHANGER LTD.;
c) remove or alter logos, trademarks, copyright notices, watermarks, or other proprietary markings;
d) bypass or disable software technical restrictions;
e) transfer, sublicense, rent, sell, lend, outsource, or otherwise provide access to the software, except as expressly permitted under this Agreement;
f) use the software to store or transmit illegal, infringing, defamatory, or misleading material;
g) use the software in a manner intended to avoid applicable fees or exceed usage limits.
16. AML AND KYC/KYB POLICY
16.1. PREMIUMEXCHANGER LTD. reserves the right to verify Users before granting access to its software or services. Verification may include identity checks in accordance with AML (Anti-Money Laundering) and KYC/KYB (Know Your Customer/Know Your Business) requirements. Government authorities, financial institutions, and payment service providers may also screen Users for compliance with international sanctions.
16.2. PREMIUMEXCHANGER LTD. may request additional information from the User if there are doubts regarding the User’s identity, activities, or conduct, or in response to requests from competent authorities or counterparties. Sanctions list checks may be applied at any time.
16.3. In cases of higher risk of money laundering or terrorist financing, PREMIUMEXCHANGER LTD. may apply enhanced due diligence measures, including but not limited to:a) requesting additional documents or information;b) verifying data from external sources;c) collecting information about the nature and purpose of the User’s activities;d) establishing the source and origin of funds used in transactions;e) monitoring the User’s behavior to ensure consistency with the declared profile and to detect suspicious activity.
16.4. Payment service providers have the right to conduct comprehensive counterparty checks if necessary.
16.5. The scope of verification may vary depending on the risk profile and available evidence regarding the User’s activities.
16.6. Where there are reasonable suspicions of money laundering or terrorist financing, PREMIUMEXCHANGER LTD. shall immediately report the matter to the relevant authorities, financial institutions, payment providers, or data processors. Such reporting shall not be considered a breach of confidentiality and does not incur liability for disclosure.
16.7. If the User’s activity is not deemed reportable but raises concerns, PREMIUMEXCHANGER LTD. may subject such activity to enhanced ongoing monitoring.
17. CONFIDENTIALITY
17.1. Definition. “Confidential Information” means any information, in any form, disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, which (a) is marked as confidential; or (b) a reasonable person would consider confidential under the circumstances. Confidential Information includes, without limitation, software, documentation, methods, specifications, designs, processes, and related data embedded in the products or provided separately.
Confidential Information does not include information that the Receiving Party can demonstrate:a) is or becomes publicly available without breach of this Agreement;b) was lawfully known to the Receiving Party before disclosure;c) was obtained from a third party without breach of confidentiality obligations; ord) was independently developed by the Receiving Party without reference to the Disclosing Party’s information.
17.2. Ownership and Use. Each Party retains ownership of its Confidential Information. The Receiving Party shall (a) protect such information with the same level of care as it uses to protect its own confidential information, but not less than reasonable care, and (b) use such information solely for the purposes of performing this Agreement.
17.3. Non-Disclosure. Confidential Information shall not be disclosed to any third party without the prior written consent of the Disclosing Party. The Receiving Party is responsible for any unauthorized disclosure by its employees, contractors, or agents.
17.4. Term. Confidentiality obligations shall remain in effect for three (3) years after the termination or expiration of this Agreement, except for obligations concerning “trade secrets,” which shall continue for as long as such information remains a trade secret under applicable law.
17.5. Disclosure by Law. The Receiving Party may disclose Confidential Information if required by law, court order, or governmental request, provided that it gives timely notice to the Disclosing Party (where legally permitted) to allow protective measures to be taken.
17.6. Publicity. Neither Party may issue press releases or public announcements referring to the other Party without prior written consent.
18. DISCLAIMER OF WARRANTIES
18.1 Nothing in this Section limits or excludes the obligations of PREMIUMEXCHANGER LTD. to comply with the requirements of MiCA/DORA/EBA-ESMA and GDPR, including obligations to report incidents, ensure BCP/DR, provide supervisory access, and fulfill flow-down obligations with respect to sub-contractors.
18.2. Except as expressly stated in this Agreement, PREMIUMEXCHANGER LTD. disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law. No oral or written information provided by PREMIUMEXCHANGER LTD. or its representatives shall create or expand any warranties beyond those expressly set forth herein.
18.3. PREMIUMEXCHANGER LTD. does not warrant that the products or services will:a) meet all User requirements;b) operate in all combinations not specified in the official documentation;c) function continuously or without error; ord) be free from issues related to the Internet, such as delays, delivery failures, or transmission errors.
Products and services are provided strictly on an “as is” and “as available” basis.
18.4. WordPress Limitation. The User acknowledges that the software partially relies on WordPress CMS as a frontend framework only. PREMIUMEXCHANGER LTD. maintains full operational responsibility including:a) monitoring WordPress security updates and implementing patches;b) ensuring WordPress integration does not compromise system availability;c) maintaining 99.99% availability commitment regardless of WordPress issues;d) providing alternative access methods during WordPress-related disruptions.
18.5. The User assumes all risks associated with potential malfunctions or errors arising from WordPress functionality or updates.
19. LIMITATION OF LIABILITY
19.1. The limitations and exclusions of liability in this Section shall not apply to:a) breaches of confidentiality and data protection (including GDPR);b) breaches of obligations under DORA/MiCA/EBA-ESMA;c) obligations to indemnify for direct losses, regulatory sanctions, or reasonable expenses of the Client caused by sub-contractors’ failure to comply with flow-down obligations; andd) willful misconduct or gross negligence.
19.2. Under no circumstances shall PREMIUMEXCHANGER LTD. be liable for:a) indirect, incidental, consequential, exemplary, punitive, or similar damages;b) loss of business, profit, revenue, funds, digital or virtual currency, or other electronic money;c) loss of or inability to access e-wallets, corruption or destruction of data, downtime, or service interruptions;arising in connection with this Agreement, regardless of the legal theory, cause of action, or basis of liability.
19.3. The total liability of PREMIUMEXCHANGER LTD. for any claim under this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, warranty, or otherwise, shall not exceed the fees actually paid by the User for the specific product (excluding additional services) giving rise to the claim during the one (1) month immediately preceding the incident, provided that this limitation shall not apply to:a) breaches of DORA operational resilience requirements;b) failures of Critical ICT services as defined in DORA;c) regulatory penalties imposed due to Provider's non-compliance.
The Parties acknowledge that this limitation reflects a reasonable allocation of risks and is factored into the pricing of PREMIUMEXCHANGER LTD. products and services.
19.4. Notwithstanding Section 19.3, PREMIUMEXCHANGER LTD.'s liability shall not be capped for:a) CNB regulatory penalties arising from Provider's DORA non-compliance (capped at EUR 200,000);b) service unavailability exceeding 24 hours or data breaches affecting >50 customers; c) CNB license suspension due to Provider's DORA failures (capped at EUR 300,000).
19.5. The User acknowledges that transmission of information via electronic communications involves inherent risks, including errors, viruses, malware, hacking, spoofing, or other security threats. While PREMIUMEXCHANGER LTD. implements reasonable security measures, it cannot guarantee complete protection against such risks.
19.6. PREMIUMEXCHANGER LTD. shall not be liable for the User’s actions in connection with the use of its software, products, or services for military facilities, defense purposes, or violations of defense technology laws, including financing of military operations or related activities.
19.7. If PREMIUMEXCHANGER LTD. determines that the User is using or intends to use its software, products, or services for military purposes, defense activities, or violations of defense technology laws, it reserves the right to immediately close the User’s account and disable access to its systems.
19.8. PREMIUMEXCHANGER LTD. may, at its sole discretion, suspend or terminate the User’s access for ethical reasons when the User’s activity, even if not unlawful, contradicts the Provider’s internal ethical standards. Such cases include, but are not limited to:a) using the software on platforms associated with illegal or anonymous services;b) attracting clients from forums or resources known for unlawful or questionable content;c) engaging in activities that may cause reputational damage to PREMIUMEXCHANGER LTD.
19.9. Decisions under clause 19.7 are final, made unilaterally by PREMIUMEXCHANGER LTD., and not subject to appeal. Refunds shall not be issued in such cases.
20. FORCE MAJEURE
20.1. Neither Party shall be liable for delays or failures to perform caused by circumstances beyond their reasonable control (“Force Majeure”), provided that written notice is given to the other Party within seven (7) calendar days of the occurrence. In such cases, the affected Party may extend delivery or service completion deadlines for a period equal to the duration of the Force Majeure event, unless otherwise agreed in writing.
20.2. A certificate or document issued by a competent state authority shall serve as sufficient evidence of the existence and duration of a Force Majeure event.
20.3. If a Force Majeure event continues for more than three (3) months, either Party may unilaterally terminate the Agreement. In such cases, any amounts already paid shall not be refundable.
21. GOVERNING LAW AND JURISDICTION
21.1. This Agreement and any non-contractual obligations shall be governed by the laws of the Czech Republic. The Parties submit to the exclusive jurisdiction of the competent courts of the Czech Republic; the local jurisdiction shall be the courts of Prague.
21.2. The Parties shall seek to resolve any disputes or disagreements amicably through negotiations in the first instance.
21.3. To the fullest extent permitted by law, each Party irrevocably waives any right to a jury trial in connection with any proceedings related to this Agreement or its performance.
21.4. To the fullest extent permitted by law, each Party also waives any right to participate in class actions or representative proceedings. Claims may be brought by a Party only in its individual capacity, and not as a plaintiff or class member in any purported class, joint, or representative proceeding.
22. TERMINATION OF THE AGREEMENT
22.1. The User shall have the right to terminate the Agreement (in whole or in part) in the event of:a) a material breach by PREMIUMEXCHANGER LTD. or its sub-contractor of obligations under DORA/MiCA/EBA-ESMA/GDPR;b) repeated breaches of SLA availability for two or more consecutive months;c) refusal or inability of a subcontractor to comply with flow-down obligations.
22.2. Either Party may terminate this Agreement if the other Party commits a material breach.
22.3. Either Party may immediately terminate this Agreement if the other Party becomes insolvent, files for bankruptcy, ceases business operations, or assigns its assets for the benefit of creditors.
22.4. The User may unilaterally terminate this Agreement by providing at least seven (7) calendar days’ written notice to PREMIUMEXCHANGER LTD. The User acknowledges that all prepaid fees are strictly non-refundable in the event of such termination.
22.5. PREMIUMEXCHANGER LTD. may terminate this Agreement without notice if it obtains reliable evidence of the User’s breach of clause 6.17 (prohibited use).
22.6. Upon termination, PREMIUMEXCHANGER LTD. shall within thirty (30) days return all Customer Data in machine-readable format and provide sixty (60) days transition assistance including technical documentation, at no cost if termination results from Provider's breach, while User retains operational access and Step-In Rights throughout transition period.
22.7. If PREMIUMEXCHANGER LTD. receives complaints or claims from third parties regarding the User’s breach of this Agreement, it may request written clarification from the User. Failure to provide a satisfactory response within five (5) business days shall constitute grounds for unilateral termination.
23. TRADE CONTROL
23.1. The User shall not directly or indirectly export, re-export, transfer, provide access to, or use the software products and services in a manner that violates applicable trade control, export control, or sanctions laws. The User shall refrain from any activities that could result in legal or regulatory consequences for PREMIUMEXCHANGER LTD. under such laws.
23.2. PREMIUMEXCHANGER LTD. may suspend its obligations or immediately terminate this Agreement if:a) the User breaches, or is reasonably suspected of breaching, clause 23.1; orb) the User or the software products become subject to applicable trade control laws, and PREMIUMEXCHANGER LTD. reasonably determines that continuing performance would lead to a violation of such laws or adverse consequences thereunder.
24. FINAL PROVISIONS
24.1. PREMIUMEXCHANGER LTD. may amend, replace, or withdraw any part of this Agreement or the Website at any time. The revised version shall take effect upon publication on the official website or notification to the User, unless otherwise specified.
24.2. All notices and communications under this Agreement must be in electronic form and delivered through online services chosen by PREMIUMEXCHANGER LTD. at its discretion.
24.3. If the Agreement was concluded by signing an accession agreement, the User may reject unilateral changes made by PREMIUMEXCHANGER LTD. by providing written refusal within seven (7) days after publication. In the absence of such notice, changes shall be deemed accepted and binding.
24.4. This Agreement shall be binding upon the Parties and their successors. The User may not assign or transfer this Agreement without the prior written consent of PREMIUMEXCHANGER LTD. PREMIUMEXCHANGER LTD. may assign or transfer this Agreement in whole or in part without the User’s consent in connection with a merger, reorganization, sale of business, or transfer of assets.
24.5. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall endeavor to replace any invalid or unenforceable provision with a valid provision that best reflects the original economic and legal intent.
24.6. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, whether written or oral, relating to its subject matter. In the event of conflict, the terms of this Agreement (including any version dated June 5, 2025 or later) shall prevail over any inconsistent terms in orders or other documents submitted by the User.
24.7. PREMIUMEXCHANGER LTD. may establish and implement internal procedures to monitor User activities for compliance with this Agreement, including review of publicly available sources of information.
24.8. PREMIUMEXCHANGER LTD. may, at its discretion, restrict the use of its software by certain categories of persons or for certain types of activities. Such restrictions shall take effect upon publication on the official website or as otherwise specified in the relevant notice.
FOOTNOTES AND ABBREVIATIONSAML – Anti-Money LaunderingCASP – Crypto-Asset Service ProviderDORA – Regulation (EU) 2022/2554 (Digital Operational Resilience Act)EBA – European Banking AuthorityEEA – European Economic AreaESMA – European Securities and Markets AuthorityEU – European UnionGDPR – Regulation (EU) 2016/679 (General Data Protection Regulation)ICT – Information and Communication TechnologyKYB – Know Your BusinessKYC – Know Your CustomerMiCA – Regulation (EU) 2023/1114 (Markets in Crypto-Assets)RTO – Recovery Time ObjectiveRPO – Recovery Point ObjectiveSLA – Service Level AgreementKPI – Key Performance IndicatorBCP – Business Continuity PlanDR – Disaster RecoveryAPI – Application Programming InterfaceVAT – Value Added Tax