This is a contract between you and:
Wintersweet, Inc. (“www.wintersweet.org“), a private limited company incorporated in Estonia with company number 14522191 and whose registered office is Roosikrantsi tn 2-K561, 10119, Tallinn linn, Harju maakond, Eesti Vabariik;
References in this Agreement to “www.wintersweet.org”, “WS”,”we”, “our”or “us”, are to Wintersweet, Inc. depending on the context, and references to “you”or “your”are to the person with whom Wintersweet, Inc. enters into this Agreement.
Wintersweet, Inc. recommends the client/Cardholder to retain a copy of the Transaction records and the website’s Policies and Rules.
*You should be aware that the risk of loss in trading or holding Digital Currencies can be substantial. Digital Currency Services are not currently regulated by the Financial Conduct Authority or any other regulator. You should therefore carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition. *
[Last updated: September 20, 2018]
1. Wintersweet, Inc. SERVICES.
1.1. Eligibility. To be eligible to use the WS Services, you must be at least 18 years old.
Your eligibility to access certain WS Services also depends on the country in which you reside.
1.2. Digital Currency Services. The following services (the “Digital Currency Services“) are provided to you by Wintersweet, Inc.:
- One or more hosted digital currency wallets enabling you to store, track, transfer, and manage your balances of certain supported digital currencies, like Bitcoin or Ethereum (the “Digital Currency Wallet“and “Digital Currency“respectively);
- A Digital Currency exchange service enabling you to obtain prices for your purchases and sales of Digital Currencies (a “DC Exchange“);
- A Digital Currency conversion service enabling you to buy and sell Digital Currencies in transactions with Wintersweet, Inc. (the “Conversion Services“).
1.3. Additional Wintersweet, Inc. Services. In addition to the core services, the following services (“Additional Services“) may be made available by Wintersweet, Inc. to users that fulfil certain eligibility criteria:
- Wintersweet, Inc. Pro Services (Appendix 1);
- Developer’s Tools (Appendix 2).
1.4. Fees: A full list of Wintersweet, Inc.’s fees can be found on Pricing and Fees Disclosures page.
2. WS ACCOUNTS AND ACCESS.
2.2. Identity Verification. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the WS Services and your access to one or more WS Services, including certain transfers of Digital Currency, and the limits that apply to your use of the WS Services, may be altered as a result of information collected on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries** , you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that **** these agencies may respond to our inquiries in full ***. This is an identity check only and should have no adverse effect on your credit rating.* Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further WS Services and/or before permitting you to engage in transactions beyond certain volume limits. This includes authorizing your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to WS with your wireless operator account profile information for the duration of the business relationship.
2.3 Access. To access the WS Services, you must have the necessary equipment (such as a smartphone or tablet) and the associated telecommunication service subscriptions to access the Internet. The WS Services can be accessed directly using the www.wintersweet.org Site.
3. PAYMENT SERVICES
3.1. Purchase of Digital Currency. To purchase Digital Currency, you must follow the relevant instructions on the www.wintersweet.org Site. A purchase of Digital Currency should occur on the business day we receive your instructions.
3.2. Receipt of instructions. If we receive instructions from you to purchase Digital Currency on a non-business day or after 4:30 pm (Estonia time) on a business day, we may treat those instructions as if they were received by us on the following business day.
3.3. Revocation. When you give us instructions to purchase Digital Currency, you cannot withdraw your consent to that purchase unless the purchase is not due to occur until an agreed date in the future e.g. this may occur if you set up a recurring purchase of Digital Currency (+a “Future Transaction“). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is due to take place. To withdraw your consent to a Future Transaction follow the instructions on the www.wintersweet.org Site.
3.4. Account Information. You will be able to see your balance and your transaction history using the www.wintersweet.org Site, including (i) the amount (and currency) of each Digital Currency Purchase, (ii) a reference to identify the payer and / or payee (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) where there has been a currency exchange, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer) or the amount (in the original currency) before the exchange (where you are the payee), and (v) the debit or credit date of each Digital Currency Purchase (as appropriate).
3.5. Unauthorised and Incorrect Transactions. Where a purchase of Digital Currency is initiated using your credentials, we will assume that you authorised such transaction, unless you notify us otherwise.
If you believe you did not authorise a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible and in any case no later than 13 months after the relevant transaction occurred, either by email free of charge at email@example.com or by phone on +372 8801915 (international call charges may apply). It is important that you regularly check your balance and your transaction history regularly to ensure any unauthorised or incorrect transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for unauthorised or incorrect transactions unless you have notified us in accordance with this section.
3.6. Refund rights. If an unauthorised transaction occurs, we will refund you the amount of that transaction within one business day and restore your Wallet to the state it would have been in had the unauthorised transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the unauthorised use of your Wallet or if we have failed at any time to provide you with the means for notifying us; however:
- If you are fraudulent or you intentionally or negligently fail to carry out your obligations under this Agreement, you will be liable for all resultant losses incurred by you or us.
- You will be liable for the first EUR 100 of any losses you incur in respect of an unauthorised transaction which arises from the use of a lost or stolen credentials (for example when you have failed to keep the personalised features of your WS Account safe).
Where there is a dispute between us and you regarding an unauthorised transaction, we may temporarily credit your Wallet whilst we settle the dispute. Where we determine that the transaction was authorised, we may reverse that credit and correct errors made in any statement of Wallet without prior notice to you.
Irrespective of our liability, on your request, we shall try to trace any incorrect or incomplete transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions.
3.7. Appointment of Regulated Third Parties. You may appoint appropriately regulated third parties to access your Wallet. If you do, you should be aware that by virtue of such access, that third party may access your transactional and other data, and / or may initiate transfers from your Wallet.
3.8. Refusing to deal with Regulated Third Parties. We may refuse access to regulated third parties for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent access to your Wallet. In such cases, unless we are prohibited by applicable law, we will inform you that that third party’s access has been denied and the reasons why. We will permit access again once we are satisfied that the reasons for refusing access no longer exist.
4. DIGITAL CURRENCY SERVICES.
4.1. In General. Your Digital Currency Wallet enables you to send Digital Currency to, and request, receive, and store Digital Currency from, third parties by giving instructions through the www.wintersweet.org Site (each such transaction is a “Digital Currency Transaction“).
4.2. Digital Currency Transactions. We will process Digital Currency Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other party. Digital Currency Transactions cannot be reversed once they have been broadcast to the relevant Digital Currency network.
If you initiate a Digital Currency Transaction by entering the recipient’s email address and the recipient does not have an existing WS Account, we will invite the recipient to open a WS Account. If the recipient does not open a WS Account within 30 days, we will return the relevant Digital Currency to your Digital Currency Wallet.
Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A Digital Currency Transaction is not complete while it is in a pending state. Digital Currency associated with Digital Currency Transactions that are in a pending state will be designated accordingly, and will not be included in your Digital Currency Wallet balance or be available to conduct Digital Currency Transactions.
We may charge network fees (miner fees) to process a Digital Currency Transaction on your behalf. We will calculate the network fee in its discretion, although we will always notify you of the network fee at or before the time you authorise the Digital Currency Transaction. A full list of WS’s fees can be found on our Pricing and Fees Disclosures page.
We may refuse to process or cancel any pending Digital Currency Transaction as required by law or any court or other authority to which WS is subject in any jurisdiction.
4.3. Supported Digital Currencies. Our Digital Currency Services are available only in connection with those digital currencies that WS supports, and this may change from time to time. Under no circumstances should you attempt to use your Digital Currency Wallet to store, send, request, or receive digital currencies in any form that we do not support (although we will use reasonable efforts to help you move or sell Digital Currency that we no longer support). We assume no responsibility or liability in connection with any attempt to use your Digital Currency Wallet for digital currencies that we do not support.
If you have any questions about which Digital Currencies we currently support, please click here.
4.4. Digital Currency Storage & Transmission Delays. We securely store Digital Currency private keys, which are the means by which you can securely approve a Digital Currency Transaction. We securely store private keys in our control in a combination of online and offline storage. As a result, it may be necessary for us to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Currency Transaction.
4.5. Third Party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of WS Digital Currency Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Currency transferred using the WS Digital Currency Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify WS Support at firstname.lastname@example.org so that we may consider what action to take, if any.
4.6. Wintersweet, Inc. Vaults. You may elect to use the WS Vault to store Digital Currency and to set withdrawal time-delays.
If you are an existing Multisig Vault customer, we may offer you the option to view, control, and distribute Digital Currency private keys to multiple third parties whose majority approval will be required to transfer associated Digital Currency. We cannot restore encrypted private keys or otherwise recover private keys which have been distributed and are not within our control. If you use the Multisig Vault you acknowledge that we are not responsible for transferring, safeguarding, or maintaining private keys and/or Digital Currency associated with the Vault. If you and/or your co-signing authorities lose, mishandle, or have stolen associated Digital Currency private keys, or if your co-signers refuse to provide requisite authority, you acknowledge that you may not be able to recover associated Digital Currency, and that we are not responsible for such loss.
4.7 Advanced Protocols. Unless specifically announced on the WS Site or other official public statement of WS, we do not support metacoins, coloured coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency we support (collectively, “Advanced Protocols“). You should not use your WS Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Our platform is not configured to detect and/or secure Advanced Protocol transactions. You acknowledge and agree that we have no responsibility whatsoever in respect of an unsupported Advanced Protocol.
4.8. Operation of Digital Currency Protocols. We do not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform: generally, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security, or availability.
You acknowledge and accept the risk that underlying software protocols relating to any Digital Currency you store in your Digital Currency Wallet may change.
In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (“forks“), and such forks may materially affect the value, function, and/or the name of the Digital Currency you store in your Digital Currency Wallet. Where possible, we may provide you with notices or alerts on forks in accordance with Section 11.11 (Contact Information) below and you must read such notices or alerts received from us in order that you may consider how to deal with upcoming forks. However, it is your responsibility to make yourself aware of, and consider how to deal with, upcoming forks. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork.
You acknowledge the risks presented by forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
5. DIGITAL CURRENCY EXCHANGE SERVICES.
5.1. In General. The Digital Currency Exchange Service enables you to buy Digital Currency using:
- Central bank issued currency (such as USD or EUR) supported by Wintersweet, Inc..
Conversely, when you sell Digital Currency you may elect to receive:
- Central bank issued currency (such as USD or EUR) supported by Wintersweet, Inc..
5.2. Central Bank Currency Transactions. You may purchase supported Digital Currency by linking a valid payment method, such as a credit or debit card, to your Digital Currency Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase. Although we will attempt to deliver Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Currency transaction is shown as complete and is delivered to your Digital Currency Wallet.
You may sell Digital Currency in exchange for central bank issued currency (such as USD or EUR) supported by Wintersweet, Inc.. In such circumstances, you authorise us to debit your Hosted Digital Currency Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any USD or EUR should be credited to your selected payment method(s) by the end of the business day after we send such instructions.
5.3. Transaction Fulfilment. We will make best efforts to fulfil all purchases of Digital Currency, but in some circumstance we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below).
5.4. Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.
5.5. Conversion Fees. Each purchase or sale of Digital Currency using central bank issued currency is subject to a fee (a “Conversion Fee“). The applicable Conversion Fee will be displayed to you on the WS Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction. A full list of Wintersweet, Inc.’s fees can be found on our Pricing and Fees Disclosures page.
5.6. Exchange Rates. Each purchase or sale of Digital Currency using central bank issued currency is also subject to the Wintersweet, Inc. “Exchange Rate”for the given transaction. The “Exchange Rate“means the price of a given supported Digital Currency in central bank issued currency as quoted on the www.wintersweet.org Site. The Exchange Rate is stated either as a “Buy Price“or as a “Sell Price ,”which is the price at which you may buy or sell Digital Currency, respectively. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or “spread”to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Wintersweet, Inc.’s Exchange Rates on our Pricing and Fees Disclosures page.
We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Digital Currency on the open market at any particular price or time.
5.7. Authorisations; Reversals; Cancellations. By clicking the “Buy”or “Sell”button on the www.wintersweet.org Site, your are authorising Wintersweet, Inc. to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion and Exchange Fees. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods and/or Digital Currency Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.
6. TRANSACTION LIMITS AND ENHANCED DUE DILIGENCE
6.1. Transactions Limits. The use of all Wintersweet, Inc. Services is subject to a limit on the amount of volume, stated in USD or EUR, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your WS Account or see the App. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at email@example.com.
6.2 Enhanced Due Diligence. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with WS staff (such process, “Enhanced Due Diligence“). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance. In our discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
7. SUSPENSION, TERMINATION, AND CANCELLATION.
7.1 Suspension, Termination, and Cancellation. We may: (a) refuse to complete or block, cancel or reverse a transaction you have authorised (b) suspend, restrict, or terminate your access to any or all of the WS Services, and/or (c) deactivate or cancel your WS Account with immediate effect for any reason, including but not limited to where:
- We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
- We reasonably suspect you of acting in breach of this Agreement;
- We reasonably suspect you have breached our Behaviour Policy or our Policy on Prohibited Use, Prohibited Businesses and Conditional Use;
- We have concerns that a transaction is erroneous or about the security of your WS Account or we suspect the WS Services are being used in a fraudulent or unauthorised manner;
- We suspect money laundering, terrorist financing, fraud, or any other financial crime;
- If your credit or debit card or any other valid payment method linked to your Digital Currency Wallet is declined;
- Use of your WS Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and / or
- You take any action that may circumvent our controls such as opening multiple WS Accounts or abusing promotions which we may offer from time to time.
We may also refuse to complete a transaction you have authorised where there is insufficient funds in your payment method and / or insufficient Digital Currency in your Digital Currency Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.
If we refuse to complete a transaction and / or suspend or close your WS Account, or terminate your use of WS Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your WS Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
We may suspend, restrict, or terminate your access to any or all of the WS Services and/or deactivate or cancel your WS Account, without reason by giving you two months notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your WS Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
On termination of this Agreement, unless prohibited by applicable law or by any court or other order to which WS is subject in any jurisdiction, you may:
- transfer Digital Currency and/or your Digital Currency Wallet(s) for ninety (90) days thereafter; and / or
If we suspend or close your account, or terminate your use of WS Services for any reason, we reserve the right to require you to complete the procedures outlined at Section 2.2. (Identity Verification) before permitting you with transfer or withdraw Digital Currency.
You may cancel your WS Account at any time by withdrawing all balances and making an official request to firstname.lastname@example.org. You will not be charged for cancelling your WS Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
8.1. Release of Wintersweet, Inc. If you have a dispute with one or more users of the WS Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.
8.2. Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement (including without limitation your breach of our Behaviour Policy or our Policy on Prohibited Use, Prohibited Businesses and Conditional Use) or your violation of any law, rule or regulation, or the rights of any third party.
8.3. Limitations of Liability. We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.
(For the avoidance of doubt the term “loss”includes a partial loss or reduction in value as well as a complete or total loss.)
8.3. A. Liability cap. Except as otherwise provided for in this Agreement, neither we, nor our affiliates or service providers, nor any of our or their respective officers, directors, agents, employees or representatives, will be liable for any amount greater than the value of the Digital Currency on deposit in your Digital Currency Wallet at any given time. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the amount of the transaction in dispute.
8.3. B. Limitation of loss. In addition to the liability cap at Section 8.3.A. above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
(i) any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a buy or sell transaction properly, your damages are limited to no more than the combined value of the supported Digital Currency at issue in the transaction, and that you may not recover for any “loss”of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell.
(ii) any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
(iii) any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data;
(iv) any loss or damage whatsoever which does not stem directly from our breach of this Agreement; and / or
(v) any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
8.3.** C. Applicable law.** The limitation of liability in this Section 8.3 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the WS Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractor’s negligence.
8.4. No Warranties. The WS services are provided on an “as is”and “as available”basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the www.wintersweet.org Site, any of the WS Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
We make no representations about the accuracy or completeness of historical Digital Currency price data available on the www.wintersweet.org Site. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
8.5. Safety and Security of Your Computer and Devices. Wintersweet, Inc. is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Wintersweet, Inc. customer support will never ask to screen share or otherwise seek to access your computer or account; similarly, we will not ask for your two factor authentication codes. Always log into your WS Account through the www.wintersweet.org Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
8.6. No Liability for Breach. We are not liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
9. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION
9.1. Contact Wintersweet, Inc.. If you have any feedback, questions, or complaints, contact us via our Live Chat Customer Support on our website at https://www.wintersweet.org or using the email or write to us at Wintersweet, Inc. Customer Support, Roosikrantsi tn 2-K561, 10119, Tallinn linn, Harju maakond, Eesti Vabariik.
When you contact us please provide us with your name, address, and any other information we may need to identify you, your WS Account, and the transaction on which you have feedback, questions, or complaints.
9.2. Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via email at email@example.com. A Customer Complaints officer (“Officer“) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by WS. Within 15 business days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an e-mail (“Resolution Notice“) in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 15 business days for reasons beyond WS’s control, the Officer will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 35 business days from our receipt of your complaint.
9.3. Offers. Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
9.4. Arbitration. ** Any dispute exceeding $5,000 (or EUR 5,000) arising out of or in connection with this Agreement (a “Dispute“) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Estonia Court of International Arbitration (“ECIA**”), which are deemed to be incorporated by reference into this Section. The tribunal shall consist of a sole arbitrator, unless the ECIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of the arbitration shall be Estonia. The language to be used in the arbitration proceedings will be English. Any award of the tribunal shall be binding from the day it is made, and the parties hereby waive any right to refer any question of law and any right of appeal on the law and/or merits to any court. Judgment on the award rendered by the tribunal may be entered in any court of competent jurisdiction. Wintersweet, Inc. will pay all the arbitration fees due to ECIA for any Dispute. If you prevail on any claim for which you are legally entitled to legal fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, Wintersweet, Inc. will not seek to have you pay its legal fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous.
The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the parties also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorised Users or beneficiaries of the WS Services. Nothing in this Section 9.5 (Arbitration) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. If any provision of this Section 9.5 (Arbitration) is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
9.5. Claims. You agree to use the complaints procedure set out at Section 9.2 of this Agreement before contacting the ECIA. You agree to contact the ECIA and / or refer a Dispute to the ECIA in accordance with Sections 9.4 and 9.5 of this Agreement respectively before filing any claim in a competent court. If you do not follow the procedures set out in this Section 9 before filing a claim in a court, we shall have the right to ask the court to dismiss your filing unless and until you complete the steps outlined above.
10. DATA PROTECTION.
10.1. Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the WS Services. Accordingly, you represent and warrant that:
- your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
11. GENERAL TERMS AND CONDITIONS.
11.1. Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the www.wintersweet.org Site, and related content, materials, information (collectively, the “Content“) solely for approved purposes as permitted by us from time to time. Any other use of the WS Site or Content is expressly prohibited and all other right, title, and interest in the WS Site or Content is exclusively the property of WS and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “www.wintersweet.org“, “Wintersweet, Inc.“, and all logos related to the WS Services or displayed on the WS Site are trademarks or registered marks of WS or its licensors. You may not copy, imitate or use them without our prior written consent.
11.2. Website Accuracy. Although we intend to provide accurate and timely information on the www.wintersweet.org Site, the Wintersweet, Inc. Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the WS Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the WS Site.
11.3. Third-Party Applications. In order to access WS Services users are required to provide an email address and create a password. WS offers second factor authentication via a user’s mobile device (Short Message Service, SMS, or a supported Time-based One Time Password, TOTP, application). A verified phone number is required to enable second factor authentication via SMS. Users are responsible for keeping electronic devices through which WS Services is accessed safe and maintaining adequate security and control of any and all security details that are used to access the WS Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s WS Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your WS Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s). Users must keep security details safe at all times. For example, passwords and TOTP authentication seeds be safeguarded and not shared or made visible to others. WS strongly recommends the use of password and second factor protected password managers to safeguard login credentials and Personal Identification Numbers, PINs, and/or biometric authentication features to safeguard second factor generating mobile devices.
11.4. Prohibited and Conditional Use. In connection with your use of the WS Services, and your interactions with other users and third parties, you agree to comply with the WS Policy on Prohibited Use, Prohibited Businesses and Conditional Use.
11.5. Export Controls & Sanctions. Your use of the WS Services and the WS Site is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Digital Currency through the WS Site or WS Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Currency or use any of the WS Services through the WS Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime (a “Sanctioned Country“), or if you are a person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or the HM Treasury’s financial sanctions regime (a “Sanctioned Person“); or (2) you intend to supply any acquired or stored Digital Currency or WS Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
11.6. Amendments. We will notify of you any change to the Agreement relating to WS Services by email at least two months in advance. In such circumstances, you will be deemed to have accepted the change if you do not notify us otherwise prior to the date the change takes effect and continue to use the Services. If you do not accept the change, the Agreement will terminate at the end of the two-month notice. You may also end the Agreement immediately and free of charge with effect at any time before the expiry of the two-month notice. We may make all other amendments to the Agreement by posting the revised Agreement on the WS Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your WS Account and cease using the WS Services.
Copies of the most up-to-date version of the Agreement will be made available in the WS Site at all times and will be provided to you by email on your request.
11.7. Relationship of the Parties. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or WS to be treated as the agent of the other.
11.8. Privacy of Others; Marketing. If you receive information about another user through the WS Services, you must keep the information confidential and only use it in connection with the WS Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effect a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the WS Services.
11.9. Password Security. In order to access WS Services you will be required to create or be given security details, including a username and password. You are responsible for keeping the electronic device through which you access WS Services safe and maintaining adequate security and control of any and all security details that you use to access the WS Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is encrypted and password protected. Any loss or compromise of your electronic device or your security details may result in unauthorised access to your WS Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your WS Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
11.10. Security Breach. If you suspect that your WS Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Wintersweet, Inc. (together a “Security Breach“), you must notify WS Support as soon as possible by email free of charge at firstname.lastname@example.org or by calling us on +372 8801915 (international charges may apply) and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
11.11. Contact Information. You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach).
11.12. Taxes. It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the WS Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your WS Account.
11.13. Unclaimed Property. If we hold Digital Currency, and we are unable to contact you and have no record of your use of the WS Services for several years, applicable law may require us to report the Digital Currency as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Digital Currency to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
11.14. Entire Agreement. This Agreement (including documents incorporated by reference herein) comprise the entire agreement between you and Wintersweet, Inc..
11.15. Interpretation. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
11.16. Transfer. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving Wintersweet, Inc., provided that this transfer or assignment does not materially impact the quality of the WS Services you receive.
11.17. Security Interests. You must not create security over your Digital Currency unless we say you can in writing.
11.18. Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.
11.19. Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.
11.20. Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.
11.21. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, WS Account cancellation, debts owed to WS, general use of the WS Site, disputes with WS, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.
11.22.** Governing Law and jurisdiction.This Agreement will be governed by English law and the non-exclusive jurisdiction of the Estonia courts. However, if you are an individual not engaged in conduct related to your trade, business or profession, and you are resident outside Estonia, you may also petition the courts of the jurisdiction in which you reside (“Home Jurisdiction**”) and the law governing this Agreement may include any such consumer laws of your Home Jurisdiction that provide greater consumer protection than is available under Estonia law.
APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
You may not use your WS Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of WS Services involves a Prohibited Use, or have questions about how these requirements apply to you, please submit a request at email@example.com. By opening a WS Account, you confirm that you will not use your Account to do any of the following:
- Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Wintersweet, Inc. conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information
- Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the www.wintersweet.org Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Wintersweet, Inc. Site, other WS Accounts, computer systems or networks connected to the www.wintersweet.org Site, through password mining or any other means; use WS Account information of another party to access or use the WS Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user’s WS Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Wintersweet, Inc.
- Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any WS Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the www.wintersweet.org Site about others, including without limitation email addresses, without proper consent
- Fraud: Activity which operates to defraud Wintersweet, Inc., www.wintersweet.org users, or any other person; provide any false, inaccurate, or misleading information to Wintersweet, Inc.
- Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
- Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of WS intellectual property, name, or logo, including use of WS trade or service marks, without express consent from Wintersweet, Inc. or in a manner that otherwise harms WS or the Wintersweet, Inc. brand; any action that implies an untrue endorsement by or affiliation with Wintersweet, Inc.
In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Wintersweet, Inc. Services (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of WS Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at firstname.lastname@example.org.
By opening a WS Account, you confirm that you will not use WS Services in connection with any of following businesses, activities, practices, or items:
- Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes
- Restricted Financial Services: Check cashing, bail bonds; collections agencies.
- Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder
- Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
- Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials
- Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
- Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
- Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
- Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
- Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
- High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
Express written consent and approval from Wintersweet, Inc. must be obtained prior to using WS Services for the following categories of business and/or use (“Conditional Uses”). Consent may be requested by contacting us at email@example.com. Wintersweet, Inc. may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use WS Services in connection with any of following businesses, activities, or practices:
- Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the WS Services
- Charities: Acceptance of donations for nonprofit enterprise
- Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize
- Religious/Spiritual Organizations : Operation of a for-profit religious or spiritual organization
APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS
Wintersweet, Inc. uses multi-level systems and procedures to collect and verify information about you in order to protect WS and the community from fraudulent users, and to keep appropriate records of WS’s customers. Your access to one or more WS Services, and limits including daily or weekly Conversion limits, WS deposit, withdrawal and trading limits, Instant Buy limits, Currency Wallet transfer limits, and limits on transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to Wintersweet, Inc..Wintersweet, Inc. may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any WS Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account’s Limits page.
You may submit a request at firstname.lastname@example.org to request larger limits. WS will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and WS does not guarantee that we will raise your limits.
APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT
This policy describes how Wintersweet, Inc. delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your WS Account and your use of WS Services. Communications include:
- Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
- Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
- Responses to claims or customer support inquiries filed in connection with your Account.\
We will provide these Communications to you by posting them on the https://www.wintersweet.org website, emailing them to you at the primary email address listed in your WS profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
- A device with an Internet connection;
- A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
- A valid email address (your primary email address on file with www.wintersweet.org); and
- Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at email@example.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, Wintersweet, Inc. reserves the right to immediately close your Account or charge you additional fees for paper copies.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if WS sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WS will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting settings or by contacting our support team at firstname.lastname@example.org.
ALL DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR WS ACCOUNT.
Withdrawal Fees. WS may also charge a fee on certain Fiat Currency deposit or withdrawal methods (e.g. bank wire). All such fees will be clearly displayed in your WS Account.
APPENDIX 5: DEVELOPER’S TOOLS LICENSE.
1.1. Developer’s Tools. This Agreement governs your use of any and all development applications provided by Wintersweet, Inc., including, but not limited to Wintersweet, Inc.’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the “WS API”), the WS Sandbox, and any other resources or services available (“WS Services”) provided to you pursuant to this Agreement (collectively, the “Developer’s Tools”). Use of the Developer’s Tools is subject to this Part 4 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.
1.2. License Grant. Subject to the terms and restrictions set forth in this Agreement, Wintersweet, Inc. grants you a limited, revocable, non-exclusive, non-transferrable and non-sublicensable license solely to use and integrate the Developer’s Tools and underlying content into your website or application (your “Application”) so that your Application can interface directly with WS devices, applications, or services.
1.3. Restrictions and Responsibilities. By using the Developer’s Tools, you agree to the following terms:
1.3.1. You shall:
(1) Register for a WS Account.
(3) Comply with all applicable laws, regulations, licensing requirements, and third party rights (including, without limitation, data privacy laws).
(4) Represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of Wintersweet, Inc. or any third party.
(6) Use the WS Marks only as expressly authorized in this Agreement.
(7) Obtain prior written approval from WS prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Wintersweet, Inc., the WS Marks, or this Agreement.
(8) Comply with additional verification procedures in the event that your Application seeks OAuth permissions to transfer Digital Currency in an amount greater than predefined limits.
1.3.2. You shall not:
(1) Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer’s Tools to a third party.
(2) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer’s Tools.
(3) Cache, aggregate, or store data or content accessed via the Developer’s Tools other than for purposes allowed under this Agreement.
(4) Use the Developer’s Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
(5) Use the Developer’s Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or engage in any Prohibited Use or Prohibited Business as defined in the Terms.
(6) Use the Developer’s Tools in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of WS’s servers or impacts the behavior of other applications using the Developer’s Tools.
(7) Display Developer’s Tools or WS Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and WS, other than as expressly permitted in writing by Wintersweet, Inc..
(8) Attempt to cloak or conceal your identity or your Application’s identity when requesting authorization to the Developer’s Tools.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Wintersweet, Inc., its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the WS API or your WS Account in violation of this Agreement, (b) your Application that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, or (c) your failure to secure and keep secret your OAuth Token(s) or API key(s).
2. Activities Subject to Additional Restrictions.
2.1. Activities Subject to Additional Restrictions. Wintersweet, Inc. may require you to obtain written consent and complete enhanced on-boarding procedures, and/or may restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:
2.1.1. Provide International Remittance Services. Any Application which involves a service that provides for: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.
2.1.2. Provide Banking or Other Licensed Financial Services. Any Application which either holds money for eventual payment or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank, money services business, or other financial service provider, or as an escrow service in the jurisdiction where the service’s users reside, unless such Application falls within the definition of a Prohibited Business under the Terms.
2.1.3. Provide Gaming Services. Any Application which involves the payment of funds by a customer in exchange for the chance to earn or win a prize, reward, or other payment.
2.1.4. Provide Digital Currency Exchange Services. Any Application which involves a business engaged in the exchange of Digital Currency for Fiat Currency, or other Digital Currency and which accepts and transmits a Digital Currency or buys or sells Digital Currency for any reason.
2.1.5 Provide Donation Acceptance Services. Any Application which involves a service which allows for the acceptance of donations on behalf of a charity or other religious or spiritual organization.
3. Intellectual Property and Ownership; Use of Marks.
As between Wintersweet, Inc. and you, the Developer’s Tools, WS Marks, and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Wintersweet, Inc. and are protected by applicable intellectual property laws and treaties. You have no rights with respect to Developer’s Tools or WS Marks except as expressly set forth herein. If you obtain WS’s prior written consent, you may use and display WS’s name and logo (“WS Marks”) solely to attribute the Developer’s Tools as the source of your Application.
4. API Calls and Compliance
Wintersweet, Inc. may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability. If you exceed these limits, Wintersweet, Inc. may moderate your activity or cease offering you access to the WS APIs altogether in WS’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. WS may immediately suspend or terminate your access to the Developer’s Tools without notice if WS believes, in its sole discretion, that you are in violation of this Agreement or the Terms
5. Updates and Support Wintersweet, Inc. may elect to provide you with support or modifications for the Developer’s Tools, in its sole discretion, and may terminate such support at any time without notice. Wintersweet, Inc. may change, suspend, or discontinue any aspect of the Developer’s Tools at any time, including the availability of any Developer’s Tools.
6. Security and Privacy
6.1 Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Application, including without limitation any personally identifiable information (“PII”), from unauthorized access or use. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify Wintersweet, Inc. promptly of such a breach or exposure including root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes and any other applicable privacy laws and you will bear the costs incurred by Wintersweet, Inc. resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Developer’s Tools or any authorized or unauthorized use of your Application.
6.3. Data Use. You will not sell any Customer Data or disclose any Customer Data to any third party. Your Application may use Customer Data only as required for use and access to your Application by the end user to whom such Customer Data relates. You shall not sublicense the Customer Data to any third party, and you shall not use or disclose any information derived directly or indirectly from the Customer Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you shall not use any part of the Customer Data to create a database separate from your Application or transmit all or part of the Customer Data to any third party for any use separate from your Application. Any use of Customer Data other than as expressly permitted by this Agreement is strictly prohibited.
WS customer support strives to resolve issues as swiftly as possible. Every member of our team will earnestly try to help with any inquiry. Our customers have a right to be heard, understood, and respected. However, there are situations that can make it difficult for our support team to resolve some requests. In some cases, when an individual becomes threatening or abusive to our staff, we must draw the line.
We understand dealing with payment issues can be stressful, and we want to hear our customers’ concerns. Nevertheless, if that frustration becomes aggressive, threatening, or disparaging towards our staff, we consider that behavior unacceptable and may refuse to provide additional service. All threats of violence are reported to authorities and WS reserves the right to close the account of any customer making such threats. Everyone has a right to feel safe at work, and that is no different for WS.
WS chooses to protect our staff and say no to abusive behavior. We strive to offer the best support in the digital assets industry, but when a customer mistreats our staff with abusive or threatening language, we reserve the right to end the business relationship with that customer.
Thank you for understanding our need to create a respectful and safe workplace. We are happy to help our customers use WS, but the right to that support comes with an expectation of thoughtful, considerate behavior and communication. Please feel free to contact us for more information or clarification on this policy.
Effective Date: September 20, 2018
WHAT ARE COOKIES?
Cookies are small files, typically of letters and numbers, downloaded onto your computer or mobile device when you visit certain websites. When you return to these websites, or visit other websites that use the same cookies, the websites recognize these cookies and your browsing device. A cookie cannot read data off your hard drive or read cookie files created by other websites.
Cookies set by the website operator are called “first party cookies”. Cookies set by parties other than the website operator are called “third party cookies”. The parties that set third party cookies can recognize your computer both when it visits the WS website and when it visits certain other websites and/or mobile apps.
We treat information collected by cookies and other technologies as non personal information. However, to the extent that IP addresses or similar identifiers are considered personal information by local law, we also treat these identifiers as personal information. If we combine non-personal information with personal information, the combined information will be treated as personal information for as long as it remains combined.
When you access our Services, we or companies we work with may place cookies on your computer or other device. These technologies help us better understand user behavior, and inform us about which parts of our websites people have visited.
We use first party and third party cookies to recognize you as a WS customer, customize WS Services, content, and advertising, to measure promotional effectiveness, and to collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
The following are some examples of non-personal information that we collect and how we may use it:
- We may collect and store details of how you use our Services. Except in limited instances to ensure quality of our Services over the Internet, such information will not be associated with your IP address.
- We may collect information such as your language, zip code, area code, unique device identifier, referrer URL, location, and the time zone so that we can better understand customer behavior and improve our Services.
WHAT TYPES OF COOKIES DO WE USE?
We use the following types of cookies:
- Strictly Necessary Cookies
These cookies are essential because they enable you to move around our Services and use certain features on our Services. For example, strictly necessary cookies allow you to access secure areas. Without these cookies, some Services cannot be provided.
- Performance/Analytics Cookies
These cookies collect information about how you use a website. For example, a performance/analytics cookie will collect information about which pages you go to most often, how much time you spend on that page, or if you get error messages from certain pages. These cookies do not gather information that identifies you. The information these cookies collect is anonymous and is only used to improve how our Services work.
- Functionality Cookies
These cookies allow us to remember the choices you make and to tailor our Services so we can provide relevant content to you. For example, a functionality cookie can remember your preferences (e.g., country or language selection), or your username. Session Cookies. We use session cookies when you access our website or content. Session cookies expire and no longer have any effect when you log out of your account or close your browser.
HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted (i.e. after you have finished browsing).
WHAT OTHER SIMILAR TECHNOLOGIES DOES WS USE?
In addition to cookies, we may use other similar technologies, like web beacons to track users of our Services. Web beacons, or “clear gifs,” are tiny graphics with a unique identifier, similar in function to cookies. They are used to track the online movements of web users.
In contrast to cookies, which are stored on a user’s computer hard drive or device, clear gifs are embedded invisibly on web pages and are about the size of the period at the end of this sentence. We and our third-party service provider employ web beacons for the reasons stated above (under “Cookies”), but primarily to help us better manage content on our Services by informing us which content is effective.
We may also use so-called “Flash Cookies” (also known as “Local Shared Objects or “LSOs”) to collect and store information about your use of our services, fraud prevention and for other site operations.
DOES WS USE ADVERTISING COOKIES?
WS uses third party service providers to display advertising on our Services and serve advertising on other third party sites that are more relevant to you or your interests. They are also used to limit the number of times you see an advertisement, as well as help measure the effectiveness of the advertising campaign. They remember that you have visited a website and this information may be shared with other organizations, such as advertisers. This means that after you have been to our websites, you may see some advertisements about our Services elsewhere on the Internet. The information collected through this process by the third party service providers does not enable us or them to identify your name, contact details or other personal information that directly identifies you unless you choose to provide these. Such advertising will only be delivered where permitted by applicable law.
HOW TO MANAGE COOKIES, SIMILAR TECHNOLOGIES AND TARGETED ONLINE MOBILE ADVERTISING
You have the right to decide whether to accept cookies. You can exercise your preferences in relation to cookies served on our Sites by taking the steps outlined below.
Our Cookies (or, “First-Party Cookies”). You can use the browser with which you are viewing this website to enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help”, “Tools” or “Edit” settings). Please note, if you set your browser to disable cookies, you may not be able to access secure areas of the Site. Also, if you disable cookies other parts of the Services may not work properly. You can find more information about how to change your browser cookie settings at http://www.allaboutcookies.org.
Mobile Advertising: You can opt out of having your mobile advertising identifiers used for certain types of advertising by accessing the settings in mobile device and following the instructions. If you opt-out, we will remove all data about you and will not collect any further data. The random ID previously assigned to you will be removed. Thus, if at a later stage, you decide to opt-in, we will be unable to continue and track you using the prior ID and you will for all practical purposes be a new user.
Third-Party Cookies. To opt-out of third-party advertising networks and similar entities that use targeting/advertising cookies, go to http://www.aboutads.info/choices. Once you click the link, you may choose to opt-out of such advertising from all participating advertising companies or only advertising provided by specific advertising entities. For more information about third-party advertising networks and similar entities that use these technologies, please see http://www.aboutads.info/consumers.
Do Not Track: Some Internet browsers – like Internet Explorer, Firefox, and Safari – include the ability to transmit “Do Not Track” or “DNT” signals. Since uniform standards for “DNT” signals have not been adopted, our Sites do not currently process or respond to “DNT” signals.
Flash Cookies. If you do not want Flash Cookies stored on your computer, you can adjust the settings of your Flash player to block Flash Cookies storage using the tools contained in the website storage settings panel. You can also control Flash Cookies by going to the global storage settings panel and following the instructions. Setting the Flash Player to restrict or limit acceptance of Flash Cookies may reduce or impede the functionality of some Flash applications, including, potentially, Flash applications used in connection with our services or online content.
We may update this Cookie Notice from time to time to reflect, for example, changes to the cookies we use or for other operational, legal or regulatory reasons. If we do, you will be notified when you first visit our website after the change. You can also revisit this page if you wish to keep yourself informed.
Digital Currency Balances
WS secures customer digital currency through a combination of secure, online servers and offline (“cold”) storage. WS maintains 98% or more of customer digital currency in cold storage, with the remainder in secure online servers as necessary to serve the liquidity needs of our customers.
WS maintains commercial criminal insurance in an aggregate amount that is greater than the value of digital currency we maintain in online storage. Our insurance policy is made available through a combination of third-party insurance underwriters and WS, who is a co-insurer under the policy.
The policy insures against theft of digital currency that results from a security breach or hack, employee theft, or fraudulent transfer.
Our policy does not cover any losses resulting from unauthorized access to your personal WS account(s). It is your responsibility to use a strong password and maintain control of all login credentials you use to access WS. Digital currency is not legal tender and is not backed by the government. Digital currency, such as Bitcoin, Litecoin, and Ethereum, is not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections.
Cash balances, such as U.S. Dollars, British Pounds, Euros, customers store with WS are held as a balance in your WS account(s). Sometimes, WS combines your balance with the balances of other customers and holds those funds in custodial accounts at regulated financial institutions. WS also held funds as cash in dedicated custodial accounts. All custodial pooled amounts are held separate from WS funds, and WS will neither use these funds for its operating expenses or any other corporate purposes.
Please carefully read the entirety of these Terms. By accessing or using WS Market Data, you agree to be bound by these Terms, including all amendments and updates made between your initial acceptance of these Terms and any future access or use. If you do not agree to these Terms, do not access or use the WS Market Data.
You represent and warrant that you are of legal age to enter into a binding agreement and are otherwise legally able and competent to enter into and carry out these Terms. If you are using Market Data on behalf of any entity, you represent and warrant that you are authorized to enter into these Terms on such entity’s behalf, and that such entity agrees to be responsible to WS if you or that entity violates these Terms.
- Different Data Packages. WS may offer different data feeds, tiers, or packages of Market Data from time to time. Please see Market Data API docs for more information about available Market Data packages. Please verify the scope and type of Market Data in your package before using it.
- Permission to Use Market Data. Subject to the restrictions set forth below and all other terms of this Agreement, WS hereby grants you a worldwide, royalty-free, revocable, nonexclusive, nontransferable, non-sublicensable, limited license, solely for your internal purposes and in accordance with applicable law, to use, copy, store, and create derivative works (such as charts, analytics and digital asset orders), from Market Data.
- Restrictions and Responsibilities. Absent prior express written consent from WS, you may not:
- Alter, manipulate, or misrepresent Market Data, or present Market Data in a false or misleading light;
- Redistribute, display, or disseminate the Market Data—or any data, charts, analytics, research, or other works based on, referring to, or derived from the Market Data (“Derived Works”)—to any third party;
- Use Market Data or authorized Derived Works, directly or indirectly, to create any of the following Derived Works, whether for internal use or otherwise: (i) indexes, fixings, or other benchmarks; (ii) generic or fair value prices; or (iii) valuations of Digital Currencies, digital tokens, securities, or financial derivatives (whether for purposes of settlement or otherwise); or
- Use any Market Data or Derived Work (understanding, for clarity, that “Derived Works” includes combinations of Market Data or Derived Works with one or more other benchmarks or indexes) as a benchmark. Use “as a benchmark” includes, without limitation:
- Issuance of a financial instrument which references Market Data or a Derived Work; or
- Determination of the amount payable under a financial instrument or a financial contract by referencing Market Data or a Derived Work; or
- Being a party to a financial contract which references Market Data or a Derived Work; or
- Providing a borrowing rate calculated as a spread or mark-up over Market Data or a Derived Work and that is used as a reference in a financial contract to which the creditor is a party; or
- Measuring the performance of an investment fund through Market Data or a Derived Work for the purpose of tracking the same, of defining the asset allocation of a portfolio, or of computing performance fees.
- Ownership and Proprietary Rights.
- Market Data. You acknowledge that as between WS and you, the Market Data and all rights in the Market Data (including all copyrights, database rights, and all other proprietary rights) are exclusively the property of WS. In addition and independently of the foregoing, you acknowledge that the Market Data is the product of substantial expenditure by WS of labor, skill, and money, and your use of Market Data in contravention of these Terms would misappropriate the benefits of those expenditures. WS reserves all rights in the Market Data not expressly granted in these Terms. At the request and expense of WS, you agree that you will take all reasonable steps, such as the execution of written documents, that may be necessary to protect, perfect, and enforce WS’s rights in the Market Data.
- Equitable Relief. Without limiting any other rights of WS under these Terms, the parties recognize that a breach of the restrictions applicable herein to the use of Market Data would give rise to irreparable injury to WS such that monetary damages alone would not be an adequate remedy. You and WS agree that in the event of such a breach, WS will be entitled to equitable relief, including in the form of injunctive relief, and you hereby waive any requirement for the securing or posting of any bond or the showing that actual monetary damages will not afford an adequate remedy in connection with seeking such relief.
- Changes to Market Data and Suspension of Access. WS may from time to time, without notice and in its sole discretion, withdraw, suspend, or change the Market Data or your access to the Market Data. You agree that WS has no obligation to provide the Market Data to you and will not be liable if any Market Data is unavailable or changes for any reason.
- Changes to Terms. WS may modify these Terms from time to time in its discretion. It is your responsibility to monitor updates to these Terms. Your continued use of Market Data signifies your agreement to any such updates. If you do not agree, you may not continue to use Market Data.
- Disclaimers. To the maximum extent permitted by applicable law:
- The Market Data is provided “as is” and “as available”, and WS hereby disclaims all warranties, express, statutory, or implied (including, without limitation, implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, and all warranties arising from course of dealing, usage or trade practice).
- for clarity and without limiting the foregoing, WS makes no guarantees regarding the accuracy, completeness, timeliness, security, availability, or integrity of the Market Data or that the Market Data will be uninterrupted or operate in combination with any software, service, system, or other data.
- You access and use the Market Data entirely at your sole risk, and WS will not be responsible for any actions you take based on the Market Data.
- Indemnification. To the maximum extent permitted by law, you must indemnify and hold harmless WS, its affiliates, and its and their respective directors, officers, employees, and agents (“WS Protected Parties”) against all liabilities, costs, damages, and expenses arising out of or relating to your use of Market Data, including damages arising directly from your act or omission (including without limitation breach of these Terms) as well as judgments, settlements, and expenses (including reasonable attorneys’ fees and legal costs) arising from a threatened or actual suit, investigation, proceeding, or other claim between you and a WS Protected Party or between a third party and a WS Protected Party arising out of or relating to your use of Market Data. WS may control the defense of any such Claim, at your cost and expense, and you will provide WS any assistance that WS reasonably requests in defending any such Claim.
- Limitation of Liability. To the maximum extent permitted by applicable law, the WS Protected Parties will not be liable for any direct, indirect, incidental, special, punitive, or consequential damages of any kind—including lost profits or trading losses—related to the market data or these Terms, irrespective of whether such damages arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at law or equity, and even if WS has been advised of the possibility of such damages. Without limiting the foregoing, to the maximum extent permitted by applicable law, in no event will the WS Protected Parties’ aggregate liability arising out of or relating to these Terms or your use of Market Data exceed USD$1,000. If any limitations in this paragraph are unenforceable as written in any instance, then such limitations will apply to the maximum extent permitted by applicable law.
- Rules of Construction. The words “include”, “included”, “includes” or “including” as used herein will be understood to be followed by the phrase “without limitation”. The word “all” includes “any” and the word “any” includes “all”. The words “herein” and “hereunder” refers to all of the Terms. Unless context expressly requires otherwise, the conjunction “or” will be understood to mean “and/or”. The section headings in these Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or interpretation of these Terms.
- Entire Agreement. These Terms constitute the entire agreement between you and WS regarding the Market Data. If you wish to modify these Terms, any amendment must be provided to WS in writing and signed by an authorized representative of WS.
- Choice of Law. You agree that the laws of the Estonia–without regard to any of its choice-of-law principles that would apply the substantive laws of any other jurisdiction–will govern these Terms and any claim or dispute that may arise between you and WS.
- Arbitration; Waiver of Class Action. If you have a dispute with WS, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and WS agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the Estonian Arbitration Association’s rules for arbitration of consumer-related disputes and you and WS hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s proprietary rights, including copyrights, trademarks, trade secrets, database rights, patents, and fruits of labor, skill, or money protected under common law principles of unfair competition. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys’ fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or costs, such as attorney fees that the party may incur.
- Compliance with Laws. You must comply with all laws in using the Market Data and you will reasonably cooperate with us to enable us to comply with applicable laws, and any governmental, regulatory or other investigations, audits, or proceedings related to the Market Data.
- Assignment and Delegation. You may not assign or delegate any of your rights or obligations under these Terms to anyone without WS’s prior written consent, and any assignment in violation of this paragraph will be null and void. WS may freely assign its rights or delegate its obligations under this Agreement, including in connection with any merger, acquisition or asset sale. Subject to the foregoing, this Agreement will bind and inure to the benefit of You and WS, and your and WS’s respective successors and permitted assigns.
- Severability. In the event any part of these Terms is deemed unenforceable, you and WS authorize a court of competent jurisdiction to make the modifications that are necessary to comply with existing law, in a manner most closely representing the original intent of WS and you as expressed in these Terms.
Crypto Wallet Service
WS offers Digital Currency Wallet Service free of charge. This means we will store your digital currency at no cost to you. We do not charge for transferring digital currency from one WS wallet to another. If you transfer digital currency off the WS platform, WS does not receive any compensation for such transfers, but these transfers may incur network transaction fees, such as miner’s fees, which WS passes through to you. Any such transfer fees will be disclosed to you at the time of the transaction. “Digital Currency” means the digital currencies currently supported by WS (i.e.Bitcoin, Bitcoin Cash, Ethereum, Ethereum Classic, DogeCoin, Ripple and Litecoin).
Digital Currency Transaction Fees
The price you pay on WS Consumer to purchase or sell Digital Currency (each a “Digital Currency Transaction”) is determined by (1) (a) the market exchange rate on WS’s trading platform for that Digital Currency, multiplied by (b) a spread, or surcharge (a “Spread”), of 50 basis points (0.50%) above the market exchange rate, calculated at the time we quote a price to you (the “Quoted Spread,” together with WS’s trading platform exchange rate, the “Consumer Exchange Rate”), plus (2) a commission that is either a flat fee or a percentage of the transaction, depending on the payment method and amount you are purchasing (noted as the “WS Fee” on the Buy/Sell page of www.wintersweet.org). At the time your Digital Currency Transaction executes, the actual spread or difference in the Pro Exchange Rate and the Consumer Exchange Rate may be higher or lower than the Quoted Spread (the “Actual Spread”) due to movement in the market price between the time we provide the quote and the time you click to confirm the transaction, but this will not affect the price you pay.
Below is a more detailed explanation of the elements of WS’s Pricing and Fees.
Consumer Exchange Rate
WS quotes prices for Digital Currency Transactions based on the market price on WS’s trading platform for that asset plus (unless a fee waiver is in place) a spread of 50 basis points (0.50%).
For example, if the exchange rate on WS’s trading platform for bitcoin at the time we provide the quote is $6,000 for one bitcoin, the Consumer exchange rate displayed to you will be $6,030 ($6,000 multiplied by 1.005) for one bitcoin.
Once you confirm an order, WS will attempt to fill the quantity of your order on WS’s trading platform at a price that is no more than the Quoted Spread and all WS commissions (minus bank fees charged by third parties). Because the market price on WS’s trading platform could change between when WS quotes a Consumer exchange rate and when WS submits an order on the trading platform, the Actual Spread (cost over the trading platform exchange rate) that WS receives for filling the order could differ from the Quoted Spread. This could result in WS earning an Actual Spread in excess of the Quoted Spread (if the price moves against the customer) or less than the Quoted Spread (if the price moves in favor of the customer). Historically, the Actual Spread has ranged from about 40 to 60 basis points since WS began executing orders in this manner. However, the Actual Spread could be even higher or lower if there is a sudden change in the market price on WS Pro.
WS reserves the right to reject any Digital Currency Transaction if WS is unable to fill a corresponding limit order on WS’s trading platform. WS may be unable to fill a limit order on WS’s trading platform due to the market price on WS’s trading platform moving (such that the limit order cannot be filled at or below the specified price), an order exceeding the maximum order size on WS’s trading platform, or an order timing out due to slow server response time. In rare circumstances, the market rate from WS’s trading platform may not be available due to outages or scheduled maintenance. In order to provide you with uninterrupted services at such time, we may derive market pricing data from unafﬁliated currency exchanges. Exchange rates quoted in these circumstances are subject to a quoted spread exceeding 50 basis points.
We also charge a WS Fee (in addition to the Spread) for a Digital Currency transaction, as described in this section. WS Fees may vary based on your location, payment method, and other circumstances. In some cases, we may charge an additional fee on transfers to and from your bank account. We will always notify you of all WS Fees and any other service fees that apply to each transaction immediately before you conﬁrm each transaction and in the receipt we issue to you immediately after each transaction has processed.
Unless otherwise disclosed to you at the time of your transaction, your fee for a Digital Currency Transaction is the greater of (a) a flat fee or (b) a variable percentage fee determined by region, product feature and payment type. The flat fees are set forth below:
- If the total transaction amount is less than or equal to $10, the fee is $0.99.
- If the total transaction amount is more than $10 but less than or equal to $25, the fee is $1.49.
- If the total transaction amount is more than $25 but less than or equal to $50, the fee is $1.99.
- If the total transaction amount is more than $50 but less than or equal to $200, the fee is $2.99.
For example, if you are in Malaysia and wish to purchase $100 of bitcoin and pay with a U.S. bank account or your USD Wallet, the flat fee would be calculated as $2.99. As noted below in the variable fee section, the variable percentage fee would be 1.49% of the total transaction, or $1.49. Since the flat fee is greater than 1.49% of the total transaction, your fee would $2.99. If you wanted to purchase the bitcoin with a credit or debit card, we would charge a fee of 3.99% since the variable percentage fee is higher than the flat fee.
When you request to purchase the WS Bundle, WS determines the proportion of each asset to be purchased based on that asset’s market capitalization relative to the market capitalization of all assets in the Bundle. WS then calculates the Consumer exchange rate for each individual asset separately. The WS Fee is calculated as a single transaction rather than separate transactions for each individual asset. For example, if you request to purchase $100 of the Bundle, your total fee will be $2.99 if you are located in the United States and pay with your bank account, the same fee as a single purchase of $100 in Bitcoin. If you made five separate transactions (one for each asset) totaling a $100 purchase, your total fees would be significantly higher. As another example, if you request to purchase $300 of the Bundle (assuming you are purchasing from a U.S. Bank account or your USD Wallet), the transaction fee will be simply 1.49% of the transaction amount ($295.60), or $4.40.
* Note – In some cases your bank may charge additional fees for transfers between your bank account and your WS account.
** The base rate for all Purchase and Sale transactions in the U.S. is 4%. WS waives a portion of the Digital Currency Transaction Fee depending on the payment method you use. The effective rate of the Digital Currency Transaction Fee disclosed here is calculated as the base rate, net of fee waivers. The base rate does not apply to U.S. Dollar deposits and withdrawals.
*** Note – Your bank may charge additional fees for WS credit card purchases. To avoid these fees, switch to debit card or bank account.
**** All credit cards and debit card payments are processed through Wintersweet.