Terms and Conditions Nimera Ltd
1.1. These Terms and Conditions (hereinafter “Terms”) constitute the contractual agreement between Nimera Ltd, a limited liability company incorporated and existing under the laws of St. Vincent and Grenadine (hereinafter referred to as «Nimera» or «Company») and the client of Nimera`s software and services («Client»)
1.2. By accepting these Terms, the Client also accepts: (1) KYT Policy (2) Privacy Policy of Nimera, published on nimera.io
1.3. The date of acceptance of these Terms shall be considered as the Effective date, whereby the legally binding agreement between Nimera and Client becomes effective. Nimera reserves the right to update, amend or terminate this Agreement at any time, at its sole discretion. Client’s continued use of the Nimera Services constitutes its acceptance of the terms and conditions of this Agreement
1.4. These Terms shall be valid and binding between the Parties during the period, whereby Client uses the Services provided by Nimera and shall continue until either party terminates it
1.5. In these Terms the words importing the singular include the plural and vice versa, and the words importing gender include all genders
«Client» means any entity that uses Nimera services
«Customer» means the user of the Client`s services
«Level of access» means grant to the Client a non-exclusive right of access and use of Nimera Professional Services
«Nimera Account» means a business account, opened with Nimera, through which the Client can use Nimera Professional Services
«Nimera Professional Services» or «Services» mean any services provided by Nimera, including provision of the non-exclusive right of access and use the data and materials, technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software, architecture), existing as of the Effective Date, including updates, upgrades, improvements, configurations, extensions, and derivative works thereto and related technical documentation or manuals, and intellectual property anywhere in the world relating to the foregoing, facilitated to provide the Client with the Third Party Services, and commute consumption of such Third Party Services
«Term» means the period, during which the Client uses Nimera Professional Services
«Third Party» means any person, entity, or service provider not directly associated with the Company, but possibly involved in delivering or facilitating certain services
«Third Party Services» mean Services offered by third-party entities that can be integrated with or used alongside the Company's Services, subject to their respective terms and conditions, precisely, those the services of AML and KYC checks, exchange and transfer of Client`s virtual assets, including but not limited to the services of Freeflow Finance LLC (exscudo.com), Global Financial Services & Solutions Sp. z.o.o (global-finance.tech) and others (sumsub.com, shuftipro.com)
3.1. Subject to these Terms, Nimera authorizes Client to access and use the Professional Services during the Term. Client shall not use or otherwise access the Services in a manner that exceeds Client’s authorized use as set forth in these Terms
For the purpose of provision the Services, Nimera is empowered to attract the Third Party Providers. By accepting the Terms, the Client grants Nimera an irrevocable authority to attract such providers on Nimera sole discretion during the period of validity of the Terms
3.2. Nimera grants the Client a non-exclusive right of access and use the professional services above specified during the term of this Agreement
3.3. Client shall not (and shall not permit others to do the following with respect to the consumed services : (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of it available for access by third parties; (ii) access it for the purpose of developing services intended to be offered to third parties in competition with Nimera Professional Service; (iii) copy, create derivative works based on or otherwise modify it; (iv) use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right without first obtaining the permission of the owner; (v) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation, (vi)otherwise act in a manner, exceeding the level of access granted to it
4.1. Nimera Professional Services are provided to the Client on the remuneration basis. The final amount of remuneration could be determined upon successful onboarding of the Client with the Third Party Providers and be available in the private profile of the Client
5. AUTHORIZATION AND ONBOARDING OF THE CLIENT
5.1 Within the process of account opening with Nimera, the Client is obliged to provide all the information and/or documents, as may be requested by Nimera or any Third Parties in order to verify the Client identity, funding sources and transactions. Nimera or Third Party Service Providers may additionally verify the information and/or documents provided by Client from secure databases, to which the Client grants his explicit consent by entering into this Agreement. Nimera can refuse to open Account to the Client, as well as terminate to provide its Services in any moment up to its full discretion and without any explanation
5.2. During the onboarding of the Client and onwards, within the provision of the Service, different compliance measures are implemented by Nimera and Third Party Providers in order to secure and safeguard Client transactions against potential financial crimes. These measures include Know Your Client (KYC), Know Your Transaction (KYT), and Anti-Money Laundering (AML) ones. KYC involves a rigorous process of client identification and risk assessment, ensuring that all Clients are verified and their activities legitimate. KYT further analyzes transactional patterns, identifying and alerting any suspicious or potentially fraudulent activities. AML measures are tailored to prevent, detect, and report money-laundering activities. While AML and KYC functions are effectuated by the Third Party Providers, KYT service is performed by Nimera itself
By accepting the Terms, the Client affirms to respect the compliance routine of Nimera and Third Party Providers and commits to uphold the highest standards of legal and ethical conduct in his transactions
5.3. The Client hereby represents and warrants that all the information provided to Nimera is complete, accurate and up-to-date at all times. If there are any changes in this information, the Client shall notify Nimera accordingly without any delay
5.4. Any number of accounts could be created by one Client. Each account so created is available for the entrance and use with the unique Client credentials, authorization type and other features, depending on both the Client type and its demand
5.5. By opening Nimera Account and/or using the Nimera Professional Services, the Client further represents and confirms that:
- He is not a subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States
-Duly authorized representative of a legal person- duly formed, validly existing and in good standing in the jurisdiction of organization, has full power and authority to enter into and be abided by these Terms;
-He is the beneficial owner of Nimera Account;
-He fully complies with all applicable law requirements, including, but not limited to tax, exchange control and registration ones;
- Since provision of Nimera Professional Services presumes attraction of the Third Party Providers in part of exchange and transfer of Client`s virtual assets, the Client verifies, that that the use of such virtual assets is legal in his home country. The responsibility of determining the eligibility to use Nimera Professional Services lies with the Client
5.6. The Client understands and agrees that during provision of the Services, Nimera may record and monitor all or any of telephone or electronic communications with the Client. By accepting the Terms, the Clients expresses consent to the recording of such conversations
5.7. The Client is fully responsible for keeping his electronic device safe and maintaining adequate security and control of his credentials during all the period of consumption Nimera Services. Nimera will not be liable to the Client for any loss or damage resulting from any unauthorized use of the Clients electronic device
6.1. As between Nimera and Client, all rights, title, and interest, all intellectual property right, including the software, products, branding, user interface, and any software used for rendering Services, are owned exclusively by Nimera Ltd. Client`s usage of the Services does not confer upon him ownership or any other rights with respect to any content, code, data, software, or other materials accessible on or through the Services. Nimera retains all rights to the Services not expressly granted in this agreement
7.1. Nimera warrants that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices
7.2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN CLAUSE 7.1 OF THESE TERMS, NIMERA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES OF ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NIMERA SPECIFICALLY DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR ERROR. CLIENT ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT, IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN
8.1 The Client agrees to fully indemnify, defend, and hold harmless Nimera, its parents, subsidiaries, third party providers, affiliates, officers, employees, agents, partners, contractors and licensors (collectively, "Indemnified Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, debts and expenses (including but not limited to attorney's fees) arising from or relating to:
Client`s use of Nimera Professional Services;
Client`s violation of any term or condition of these Terms, applicable laws, rules or regulations, or the rights of any third party;
Client`s content, goods, services, information, software, products, or materials, including any liability or expense arising from any claims, losses, damages (actual and consequential), suits, judgments, litigation costs of every kind and nature
8.2. Nimera reserves the right to assume exclusive defense and control of any indemnified third party claim. The Client agrees to fully cooperate and provide any information or assistance necessary for defense of such claim
In case of third party claim, Nimera provides the Client with:
Prompt Notification: Nimera notifies the Client about any third party claim within 7 days of receiving notice. This gives the Client time to prepare defense strategy. Upon request, Nimera will provide any existing evidence that could help refute the third party's allegations. This may include server logs, analytics data, and records of Client`s content/activities on the Services
Negotiation Support: If appropriate, Nimera will assist with settlement of negotiations
Ongoing Communication: Throughout the process, Nimera will keep the Client updated on material developments and actions taken in regards to the third party claim
The Client further confirms, that any information or assistance so provided by Nimera, is advisory and ex gratia in nature, is not legally binding and does not imply or confer legal effect of any kind on Nimera
8.3. The Client is fully responsible for the quality, safety, and legality of the goods, products, and services it provides to Customers if any. Nimera merely facilitates the payment processing, attracting the services of third party providers, between the Client and its Customers, and is not involved in the actual transaction or relationships between the Client and Customers
8.4. The Client is fully responsible for vetting and managing its customer relationships. Nimera does not screen Customers or monitor their activities. The Client is expected to conduct appropriate due diligence on his Customers to ensure compliance with applicable laws and regulations
8.5. The Client is solely liable for ensuring its goods, products and services comply with all relevant laws and regulations. This includes obtaining any required government or similar registrations or licenses, approvals or permissions of any kind related to the conduction of the Client's business. Nimera does not verify compliance and disclaims any liability arising from the Client's non-\make reasonable efforts to comply with his Customer`s request in a timely manner and vice versa. Termination of the account does not exempt the Client from responsibility for all fees, charges, and obligations associated with his use of the Services having prior arisen. The Client hereby agrees that Nimera may continue charging any outstanding balances accrued before termination of Services
9.1 It is the full responsibility of the Client to determine whether, and to what extent, any taxes apply through utilizing the Services, including the Third Party Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities
9.2. Nimera does not provide investment, legal or tax advice. The Client should consult his own tax and legal advisors to obtain specific advice tailored to his individual circumstances
whether by operation of law or otherwise, without the prior written consent of the other party
10.2. Entirety of Agreement. These terms contain the entire agreement between Nimera and Client and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, there between, but do not fully govern the services , provided by Third Party Service Providers, which are governed by the Third Party's separate terms and policies. It is incumbent upon Client to introduce with these terms and policies prior to use any Third Party Services
By entering into this Agreement, the Client represents that he has been acquainted with such Third Party Documentation and agrees to such terms
10.3. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon sending by email to the e-mail addresses for notice of the parties as set forth during Client’s registration process on Nimera corporate website
10.4. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (excluding Client’s failure to pay amounts owed when due), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event
10.5. Severability. If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule or regulation of any applicable government, regulatory or self-regulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect
10.6. Electronic communication. All communications, including information, documents, data and records, including data regarding Client`s Account, may be sent to the Client at the email address, provided during his authorization process on Nimera site or at such other address as the Client may hereafter give to Nimera in writing or by email at least ten (10) calendar days prior to delivery, and all communications so sent, whether in writing or otherwise, shall be deemed given to personally, whether actually received or not
11. Governing Law and Arbitration
11.1. These Terms are governed by the laws of Saint Vincent and the Grenadines. These Terms are to be treated in all respects as a Saint Vincent and the Grenadines contract
11.2. For any dispute arising out of or relating to these Terms, Nimera and the Client agree to first attempt resolution through good faith negotiations. Either party shall provide written notice of the dispute with reasonable details. If a dispute remains unresolved after 30 days of notice, the Client and Nimera may resolve the dispute through binding jurisdiction of the competent court
11.3. The Client and Nimera hereby irrevocably and unconditionally submit to the exclusive jurisdiction, venue, and forum of the Saint Vincent and the Grenadines, and all courts competent to hear appeals therefrom
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