1. Contractual partner for the Lunu Services
UAB Lunu Europe, Gedimino pr. 44A-201, Vilnius, registered in Lithuania under the number 305774629 in the State Enterprise Centre of registers of Lithuania and represented by the Director, Pavlo Denysiuk (from now onwards “Lunu”).
2. Right to use the Lunu Services, Sign Up, Retailer Console and password
Lunu grants the Retailer a non-exclusive, non-sublicensable, non-transferable license for the Term (as defined in section 9), to access and use the Lunu Services in accordance with and subject to the Terms and Conditions of this Agreement.
In order to be eligible to apply for and use the Lunu Services, the Retailer’s Representative must be resident in an eligible country. In order to be eligible to use the Lunu Services, the Retailer’s Representative must be at least eighteen (18) years of age, and have full power and capacity to accept these Terms.
The Retailer must represent and warrant to Lunu in opening an account with Lunu that the Retailer is not acting on behalf of or for the benefit of anyone else.
Specifically, the Retailer’s Representative must not be a resident in any of the following restricted locations: Afghanistan, Armenia, Bangladesh, Belarus, Benin, Bolivia, Bosnia and Herzegovina, Burkina Faso, Burundi, Cameroon, Côte d'Ivoire, Central African Republic (the), China, Congo (the Democratic Republic of the), Crimea Region, Cuba, Dominican Republic, Ecuador, Egypt, Eritrea, Gabon, Ghana, Guinea, Guinea-Bissau, Guyana, Haiti, Indonesia, Iran (Islamic Republic of), Iraq, Kosovo, Kuwait, Lebanon, Lesotho, Libya, Maldives, Mali, Morocco, Myanmar, Namibia, Nepal, Nicaragua, Niger, Nigeria, North Macedonia, North Korea, Oman, Palau, Palestinian Territories, Pakistan, Qatar, Russia, Senegal Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Vanuatu, Venezuela (Bolivarian Republic of), Vietnam, Yemen and Zimbabwe. The Retailer’s Representative hereby represents and warrants that he/she is not located in a restricted location.
In order to use the Lunu Services, the Retailer must sign-up for the Lunu Services and create a profile on the Lunu Platform (“Retailer Console”).
When setting up the Retailer Console, the Retailer must set up a username and a password that protects access to the Retailer Console.
The password must be secure. The Retailer shall: (i) keep the login data (username and password) for its Retailer Console secret; (ii) not disclose its login data for the Retailer Console to any third party; (iii) take appropriate safeguards in accordance with good industry practices to prevent unauthorised access to the Lunu Services.
The Retailer is responsible for maintaining the confidentiality of its login details for its Retailer Console and for any activities that occur under its Retailer Console.
If the Retailer believes that a third party may know its password, it must change said password without undue delay. If the Retailer suspects that the password has been misused or the Retailer Console has been compromised in any other way, the Retailer shall inform Lunu without undue delay via an email to: email@example.com.
The Retailer shall provide all such Retailer Information as may be requested by Lunu and deemed by Lunu necessary for purposes of determining whether to approve of your account registration and determine the scope of services the Retailer is eligible to receive from Lunu.
The Retailer hereby agrees to:
3. Lunu Widget
Lunu offers the following services to Retailers:
Widget. In this Agreement, “Widget” means the software code supplied by Lunu to be integrated with the Retailer’s platform in order to enable Customers to view prices displayed in, and pay for products on the Retailer’s e-commerce platform in fiat through the Lunu Services.
The Retailer shall download and integrate the Widget with its e-commerce platform and Lunu grants the Retailer a non-exclusive, non-transferable license to download, integrate and use the Widget for the purpose of displaying prices to and accepting payment from Customers in fiat through the Lunu Services, in accordance with and subject to the Terms and Conditions of this Agreement.
If the Customer chooses to pay with fiat currencies, the Widget is activated and displays the final amount in fiat currency, along with the quote in cryptocurrency intended to buy. If the Customer agrees to the exchange rate offered he/she needs to select the fiat payment method and initiate the transaction.
4. Settlements & Invoices
Once fiat funds are credited, the cryptocurrency is sent immediately to the address specified by the Retailer on the selected network.
Lunu provides the Retailer via the Retailer Console invoices indicating the amount of Lunu fees to be paid by the Retailer.
5. Service Fees and payment terms
The applicable service fees for the Lunu Services are between 1%-1.5% of each amount transferred to the Retailer by Lunu in connection with the provision of the Lunu Services (“Service Fees”). The Service Fee will be calculated in euros, once a month as an Invoice.
All Service Fees are payable in the fiat currency transferred by the Retailer to Lunu and do not include the value added tax (or any equivalent tax in any jurisdiction).
6. Reversion of transactions
Lunu can revert the transaction on its sole discretion.
7. Intellectual Property Rights
Except as expressly set out in this Agreement, Lunu does not grant the Retailer any rights to or licenses in respect of the Lunu Services.
Unless permitted by the mandatory legal provisions, the Retailer will not, when using the Lunu Services:
8. Data Protection
Each Party agrees that it shall process all Customer personal data in accordance with applicable privacy laws.
The Retailer grants Lunu a license to access, download and use any data it uploads to the Lunu Console (including any data related to transactions by Customers) (the "Retailer Data”) for the purpose of:
The Retailer represents and warrants to Lunu that it has the necessary right, title, interest and consent, and has, where required under applicable law, provided notice to Customers and any other individuals, in each case as necessary to allow Lunu to use the Retailer Data in accordance with this Agreement.
The Retailer shall maintain a backup of the Retailer Data, and Lunu shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss or failure to store any Retailer Data.
9. Confidential Information
Each Party may be given access to information from the other party that is identified as confidential or proprietary or which is, by its nature, clearly confidential or proprietary ("Confidential Information") in order to perform its obligations under the Agreement. A Party's Confidential Information shall not be deemed to include information that:
Each Party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other Party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
Each Party shall take a backup of its own Confidential Information and shall not be responsible to the other Party for any loss, destruction, alteration, or disclosure of Confidential Information.
10. Term and Termination
The Term of this Agreement shall be two (2) years, to be automatically renewed for additional periods of two (2) years if it is not terminated as provided below.
Lunu and the Retailer can terminate the Lunu Services by giving three (3) months’ written notice, by email to the Retailer’s email or to firstname.lastname@example.org, respectively.
Without prejudice to any rights and remedies available to it, either Party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other Party, if that other Party:
On termination of this Agreement for any reason:
Termination of this Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.
Lunu reserves the right to deny Retailer in providing of Lunu Services or immediately suspend or close Retailer’s Account without notice if Lunu becomes aware or reasonably suspects, in Lunu’s reasonable discretion, that Retailer will be using or have used its Account to engage in illegal activities or misconduct in violation of applicable laws or regulations. Lunu reserves the right to monitor, review, store and/or disclose any information at any time as necessary to comply with any applicable law, regulation, sanctions program, legal process or governmental request.
In no event shall Lunu 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 Lunu is not a party to such transactions.
Lunu 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 Lunu Services, for any incorrect data input by the End-User, any incorrect performance of the Lunu Services, and any malfunctioning of any computer, server or blockchain, including attacks on such components, unless these damages are attributable to gross negligence or intent on the side of Lunu.
Lunu 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 Lunu’s Services.
Lunu 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.
In any case, Lunu’s liability to any specific End-User will be limited to the total amount of revenue Lunu has received from a third-party Fiat Gateway for its Services in relation to that specific End-User.
12. Applicable Law, Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Lithuania.
Exclusive place of jurisdiction for all legal disputes arising from or in connection with this agreement shall be the Courts of Lithuania.
13. Applicable Law, Jurisdiction
If any provision of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, the validity, enforceability and feasibility of the remaining provisions of these Terms and Conditions shall not be affected thereby. The valid, lawful and enforceable provision which reflects as closely as possible the spirit and economic purpose of these Terms and Conditions and the original intention of the parties.
14. Representations and warranties
Lunu represents and warrants that:
Events outside a party's control
Neither Party shall be liable to the other Party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Lunu, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this section shall excuse the Retailer from any payment obligation under the Agreement.
No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
No partnership or agency
Save as expressly set out in this Agreement, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.