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General Terms and Conditions for Wallet Services of Centi

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General Terms and Conditions for Wallet Services of Centi

June 2021 / Version 1


1. Scope

These General Terms and Conditions for Wallet Services (the “GTC“) apply to all legal relationships (offers, contract negotiations, contracts) between Centi Ltd (“Centi“) and its clients (the “User“) concerning the provision of wallet services by Centi. The GTC are deemed applicable as soon as the User registers for the wallet services and confirms to have read and understood the GTC.

Any general terms and conditions or other contractual documents of the User are expressly declared inapplicable and excluded.

2. Agreement

A contract between Centi and the User shall only be deemed to have been concluded when Centi has confirmed to the User in text form that a wallet has been set up (together with the GTC, the “Agreement“).

The registration is considered as a mere offer to conclude a contract. Centi may refuse to conclude a contract at any time without giving reasons. Potential users have no entitlement to be allowed to use Centi’s Services.

3. Services

Centi provides a non-custodial digital cash wallet service with the goal to facilitate the access to and transfer of digital cash. Centi stores public and private keys of the wallet of the User (the “Wallet“) encrypted in a way that neither Centi itself nor third parties are able to access the private keys of the User and provides an user interface (by means of a mobile application and/or web browser, the “User Interface“) for the User to gain access to the Wallet through a secure identification system based on e-mail and mobile phone (SMS) access codes (the “Login Credentials“).

The wallet service is non-custodial, meaning that Centi has no access to the private keys of the User and no control over the Wallet. Centi neither has access to the funds nor can Centi provide the User with access to the funds in case the User has lost his or her Wallet backup. The User is at all times responsible himself or herself to protect the Login Credentials and have adequate backups.

The exact content and scope of the services provided by Centi (the “Services“) is determined by the overview of services that Centi has provided to the User during the registration process.

Centi wants to contribute to the facilitation of payments with cryptocurrencies and therefore offers the Services free of charge.

Centi reserves the right to adjust the scope of the Services at any time or to discontinue all Services completely, in which case the User shall not be entitled to any compensation. In the unlikely event that Centi adjusts the scope of the Services or discontinues the Services entirely, Centi will attempt to notify the User as soon as possible.

Likewise, Centi cannot guarantee that the User Interface and the Services will be available at all times. In the unlikely event that the User cannot access the Wallet through the User Interface, the User can execute the desired transactions via the backup of the Wallet.

4. Usage Requirements

4.1. Personal Requirements

Wallets may only be opened and used by the User in his or her own name and for his or her own account. The User may only use the Services personally and in particular shall not pass on Login Credentials to other persons.

Centi verifies the User’s permission to access the Wallet exclusively on the basis of the Login Credentials entered by the User. Anyone who enters these credentials shall be deemed to be legitimized vis-à-vis Centi (regardless of whether this person actually is the User or not) and all entries shall be deemed to have been entered by the User. Centi is not obliged to additionally verify the User’s identity but may request additional identification at its sole discretion.

4.2. Technical Requirements

While Centi strives to offer the Services and the User Interface for a variety of devices and operating systems, we cannot guarantee this in all cases.

It is the responsibility of the User to ensure that his or her devices and operating systems are regularly updated and protected against malware.

4.3. Backup

During the registration process, the User will be prompted to write down a recovery phrase consisting of individual and not logically connected words serving as backup (the “Backup Phrase“).

The Backup Phrase is essential to access the funds in the Wallet in case the User loses its Login Credentials, or if the Services are discontinued. The User must write down the Backup Phrase, store it in a safe and protected location and never share it with anybody.

5. Obligations of the User

The User must comply with all customary rules of care, especially:

(a) comply with all applicable laws and regulations, especially when using the User Interface, accessing the Wallet and accepting and transferring funds from or to the Wallet;

(b) comply with the Agreement as well as with reasonable instructions by Centi;

(c) have at all times an adequate backup of the Wallet. In particular, the User shall write down the Backup Phrase and keep it safe and protected from unauthorized access;

(d) protect and safeguard all devices or other hardware used to access the User Interface or containing access to Login Credentials, keep all respective software updated and protected against malware;

(e) if there is a possibility that third parties could have unjustified access to the Wallet, the Login Credentials and/or the Backup Phrase (for example, if the mobile phone of the User with the SIM card of the number used as Login Credential is lost), immediately notify Centi and take all other reasonable precautions; and

(f) immediately inform Centi if the User discovers any defects or flaws of the User Interface or other software in connection with the Services

6. Liability

The Services of Centi are limited to the facilitation of a simpler method for the User to access the Wallet via the User Interface using the Login Credentials instead of a lengthy key. Centi does not have access to the private keys of the User and therefore cannot access the Wallet itself. The User is at all times responsible himself or herself to protect and hold secret the Login Credentials and have adequate backups.

Centi shall in no case be liable to the User if the damage results from non-compliance of the User with his or her obligations under the Agreement (see section 5 of the GTC). In Particular, Centi shall not be liable in case the User has no adequate backup of the keys in place.

Centi’s liability to the User is limited to diligent performance of the Services and Centi does not assume any liability for a specific scope, content or availability of the Services. In particular, Centi does not guarantee that the User Interface and/or the Services will be available on a continuous and uninterrupted basis, will be error-free, or that errors will be corrected.

In any case, Centi shall be liable to the User solely for damages caused by Centi’s gross negligence or willful intent. Any liability for slight or medium negligence and any liability for ancillary persons (Hilfspersonen) of Centi are hereby expressly excluded to the extent permitted by law.

7. Term and Termination

The Agreement has an indefinite term and can be terminated by either party at any time with immediate effect upon written notice according to section 14 of the GTC. Any damage claims or other rights in connection with a termination are hereby expressly excluded.

The User is aware that upon termination, he or she cannot access its Wallet and/or private and public keys through the User Interface of Centi anymore. The Wallet will only be accessible through a backup, which the User has been obliged to make during the registration process.

8. Suspension

Centi reserves the right to temporarily block the User’s access to any or all of the Services at any time and without giving any reason if, in its sole discretion, Centi deems it appropriate to do so for reasonable grounds. This can be, for example, in case of doubt about the User’s entitlement to access the Wallet or in case of improper use of the User Interface. The User is not entitled to any compensation for the suspension.

9. Data Protection

The privacy notice of Centi is available under the following link: https://centi.ch/privacy-policy/#privacy-notice-app

10. Non-Transfer of Intellectual Property

Nothing in the contractual relationship between Centi and the User shall be construed to create a transfer of intellectual property rights, ideas, know-how, etc. All rights shall remain with the respective party.

11. Outsourcing

The User agrees that Centi may involve third parties for the provision of the Services. Centi will select such ancillary service providers in a diligent manner.

12. Non-Assignment

The rights and obligations of the User under the Agreement as well as the contractual relationship as such may not be assigned and/or transferred without the prior written consent of Centi.

13. Amendments

Centi reserves the right to amend these GTC at any time. Such amendments will be communicated by Centi in advance and in an appropriate manner and shall be deemed to have been accepted by the User unless an objection is raised in writing within 30 days since the date of notification.

14. Severability

If any part or provision of the Agreement is held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of the Agreement shall nonetheless remain valid. The invalid provision shall be replaced with a valid provision that most closely approximates the economic purpose of the invalid provision. The same procedure shall be followed if the Agreement contains a gap.

15. Notices

Where a notice under the Agreement is to be made in writing, such form shall be deemed to be complied with in case of a communication in text form by e-mail, unless the signature of one or both parties is explicitly required.

Notices to Centi shall be addressed to inquiries@centi.ch.

Notices to the User shall be addressed to the e-mail address the User provided during the registration process.

Such notices are considered delivered as soon as they are available on the server of the e-mail provider of the recipient and could thus be retrieved by the recipient.

16. Applicable Law and Jurisdiction

The relationship between the User and Centi shall be governed by Swiss substantive law, to the exclusion of the Vienna Convention on the International Sale of Goods.

The exclusive place of jurisdiction shall be the city of Zurich, Switzerland.

Zurich, June 2021 / Version 1

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