Terms and Conditions

Rapidz Pay’s App Terms and Conditions

1. INTRODUCTION

1.1. UAB Rapidz Pay (REG# 306279111), a company registered in Lithuania with its main office located at Žalgirio g. 88-101 in Vilnius, offers the Rapidz Pay App Services. These services pertain to the provision of Virtual payment token services and are currently regulated under the European Union (Payment Service) (Amendment) Regulations 2019.

1.2. The Rapidz Pay App Services are subject to these Terms and Conditions (“Terms” or “T&Cs”), along with any accompanying country annexes or product schedules (together referred to as “Annex” if present). Before using the services, it is important to read and comprehend these Terms to understand your legal rights and responsibilities. If there are any conflicts between these Terms and any Annex, the relevant Annex will take precedence. Capitalized terms in these Terms are defined in clause 1.5 or elsewhere within the Terms.

1.3. When you utilize the Rapidz Pay App Services or finish the sign-up procedure, you are creating a contract with us that is legally binding. This implies that you have explicitly read, comprehended, and agreed to abide by these Terms.

1.4. These Terms include the provisions of the following terms and policies as if they were fully stated within them: (i) our Privacy Notice, which can be accessed at the link: https://www.rapidz.io/privacy and (ii) our Cookies Policy is available on our Site. The regulations of these policies mentioned in Clause 1.4 will also apply to your use of the Services.

1.5. Definitions and Interpretation. In these Terms:

“APP” means Account Protection Program as specified in Clause 9B of the Terms. For clarity purpose, APP does not apply to Rapidz Pay Payment.

“Applicable Law” refers to any legal rule, statute, regulation, by-law, order, ordinance, guideline, protocol, code, policy, notice, direction, or judicial, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline that is in effect at any time and is intended to regulate any person (including all parties to these Terms), property, transaction, activity, event, or other matter. This includes any rule, order, judgment, directive, or other requirement or guideline issued by any governmental or regulatory authority.

“Affiliate” refers to a person, entity, or company that controls, is controlled by, or is under direct or indirect common control with another person, entity, or company, either directly or indirectly.

“Airdrop” refers to the distribution or attempted distribution where an address that holds a Virtual Asset receives or is allocated a certain amount of the same or another Virtual Asset;

“Annex” is defined as provided to the term in Clause 1.2;

“Business Day(s)” refers to any day, excluding Saturdays, Sundays, or public holidays, when banking institutions are open for normal business activities in the specified territory;

“Clause” refers to each numbered provision or section of these T&Cs;

“Rapidz” refers to the brand and trade name under which UAB Rapidz Pay and its Affiliates to conduct business and provides the Rapidz Pay App Services;

“Rapidz Pay App” refers to the mobile application software created and operated by UAB Rapidz Pay, which is available for download on Android or Apple iOS. This includes all content and services listed in Clause 2.1 and provided on or through the app, as well as any updates, upgrades, supplements, releases, and versions;

“Rapidz Pay App Services” or “Services” means the Service Content and all related features, services, content and applications described in Clause 2.1, which Rapidz Pay may make available to you on the Rapidz Pay App from time to time in respect of your Virtual Assets;

“Rapidz Pay Debit Card” means the virtual or physical Visa debit card offered by Rapidz Pay;

“Virtual Asset” refers to various types of digital assets, such as cryptographic tokens, virtual currencies, cryptocurrencies, stable coins, or virtual assets that have been approved by UAB Rapidz Pay for storage in the Virtual Asset Wallet, a list of which is available for reference on the Rapidz Pay App and Site;

“Virtual Asset Wallet” shall have the meaning ascribed to the term in Clause 2.1(a);

“Virtual Asset Exchange” shall have the meaning ascribed to the term in Clause 2.1(c);

“Virtual Asset Transfer” shall have the meaning ascribed to the term in Clause 2.1(d);

“VASP” shall have the meaning ascribed to the term in Clause 3.1;

“Eligible Card” means any payment card that is accepted by Rapidz Pay as a means of payment for Fiat to VA Conversion;

“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the Rapidz Pay App and Rapidz Pay App Services;

“Fiat to Virtual Asset Exchange” or “Fiat to VA Conversion” shall have the meaning ascribed to the term in Clause 2.1(b);

“Fees” means all fees imposed by us for the use of the Rapidz Pay App Services and/or Virtual Asset Wallet;

“Fiat Wallet” means one of the wallets in the Rapidz Pay App which holds fiat fund stopped-up through bank transfer;

“Force Majeure Event” means an event or failure which is beyond our reasonable control including, without limitation, (i) natural forces or occurrences such as natural disasters, epidemics and pandemics, as well as actions taken by courts or domestic or foreign government authorities beyond our control; (ii) breakdown or disruption in public or private telecommunication networks, channels, or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) failure or interruption in, or unavailability of, third party services and sites, delay; (v) lockouts, strikes, labour disputes, civil unrest, wars, terrorist acts and riots; (vi) viruses, malwares, malicious computer codes, or hacking of any part of the Rapidz Pay App Services;

“Fork” shall have the meaning ascribed to the term in Clause 9A.1;

“Forked Network” shall have the meaning ascribed to the term in Clause 9A.1

“include/including” means to include without limitation;

“Instructions” refers to any information, instructions, communications, orders, or messages (including those related to payments, transfers, or other transactions) that are associated with you, whether they are automated or not;

“Pay Rewards” shall have the meaning ascribed to the term in Clause 8C.2;

“Personal Data” refers to information, whether accurate or not, about an individual who can be identified (i) from that data, or (ii) from that data and other information to which the organization has or is likely to have access;

“Service Content” means data, information, audio, video, materials, text, graphics, advertisements, software and other content on the Site and Rapidz Pay App;

“Site” means the website at www.rapidz.io;

“Taxes” means any taxes, duties or fees that incurred, required to be collected, paid or withheld for any reason in connection with your use of the Services under any Applicable Law;

“Terms” or “T&Cs” shall have the meaning ascribed to the term in Clause 1.2;

“Territory” means European Union

“Third-Party Virtual Wallet Application” means any Virtual wallet mobile application that allows users to store Eligible Card information on, and make payments with, an eligible mobile device;

“Trademarks” shall have the meaning ascribed to the term in Clause 11.1(a);

“Transaction” means the following: (a) Virtual Asset Transfer; (b) Virtual Asset Exchange; and/or (c) Fiat to VA Conversion;

“Transaction” shall have the meaning ascribed to the term in Clause 9.1;

“Transaction History” refers to all records that contain information about your transactions and other relevant details related to your Virtual Asset Wallet;

“Unauthorised Transaction” means a Transaction or a Fiat Withdrawal that is not authorised by you. For the avoidance of doubt, a Transaction or a Fiat Withdrawal that is authorised and/or initiated by you as a result of mistake, misrepresentation, fraud, inducement, shall not constitute an Unauthorised Transaction.

“Unsupported Forked Network” shall have the meaning ascribed to the term in Clause 9A.2;

“we/us/our” means UAB Rapidz Pay;

“you/your” means the user of the Rapidz Pay App Services.

2. THE SERVICES

2.1. The Rapidz Pay App Services shall comprise the following services:

(a) hosted Virtual Asset wallets (“Virtual Asset Wallet“) by UAB Rapidz Pay that allow you to store Virtual Assets with UAB Rapidz Pay;

(b) a fiat currency conversion service under which you may convert fiat currency into any type of Virtual Asset to be held in your Virtual Asset Wallet (“Fiat to VA Conversion“);

(c) a Virtual Asset Exchange service under which you may convert Virtual Asset into other Virtual Asset (“Virtual Asset Exchange“);

(d) a Virtual Asset transfer service under which you may transfer any Virtual Asset to another recipient, which may be the Virtual Asset Wallet of another user of the Rapidz Pay App Services or an external recipient (“Virtual Asset Transfer“);

(h) any other products or services listed in the Annexes (if any) or shown on the Rapidz Pay App or our official communication channel from time to time.

You may also access some services and products which are offered by Affiliates of UAB Rapidz Pay via the Rapidz Pay App, such services and products are governed by separate sets of T&Cs.

2.2. We reserve the right and without liability to you to:

(a) change, update, cancel, remove, suspend, disable or restrict access to or discontinue the Rapidz Pay App Services or change any features, component or content thereof, including the APP in clause 9B, or to delist from the Rapidz Pay App Services or otherwise cease to support any Virtual Asset;

(b) decline, cancel, reverse, suspend, void or partially execute any Fiat to VA Conversion, Virtual Asset Exchange or Virtual Asset Transfer instruction; or

(c) reverse, cancel, clawback, change any terms or refuse to honour any reward, bonus or payout for any incentive programmes regardless of your entitlement.

2.3. We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to deactivate your account, including without limitation:

(a) where it is our reasonable opinion that we are required to do so by Applicable Law or any court or other adjudicating authority to which we are subject in any jurisdiction;

(b) upon reasonable suspicion that you may be in breach of these Terms or are otherwise trying to circumvent these Terms such as by opening multiple accounts or abusing any of our incentive schemes;

(d) upon reasonable suspicion that your account has been compromised or the Services are being used in a fraudulent or unauthorised manner;

(e) upon reasonable suspicion of money laundering, terrorist financing, fraud or any other financial crime; or

(f) upon reasonable suspicion that you are conducting any fraudulent or illegal activities including but not limited to any Ponzi scheme, pyramid scheme, phishing or dark-net transactions; or

(g) where any of your UAB Rapidz Pay wallets or you are subject to pending litigation, investigation or government proceedings.

2.4. In the event that we decide to suspend, restrict or terminate your access to our Services in accordance with the provisions of this Clause 2, we will (to the extent that it is not unlawful for us to do so) provide you with adequate notice of such termination of Services. Suspensions, restrictions or terminations from the use of our Services will be reversed only as soon as reasonably practicable once the reasons for refusal no longer exist. We are under no obligation to execute any suspended, reversed or terminated transactions at the same price or on the same terms.

2.5. Clause 2.2 above may occur to all, or any specific group, or any individual user of Rapidz Pay App Services. We do not guarantee that any specific content, component and/or feature will always be available on the Rapidz Pay App Services.

2.6. In the event a Virtual Asset becomes delisted or unsupported for any reason, we will attempt to contact you and, to the extent practicable, provide you with an opportunity to transfer such Virtual Assets out of your Virtual Asset Wallet. If you fail to transfer such Virtual Assets out of your Virtual Asset Wallet promptly (and in no event to exceed any specific timeframe that we may specify in our communications to you), we reserve the right to liquidate such Virtual Assets in your Virtual Asset Wallet at the then-current price and deposit the proceeds in your Fiat Wallet (or, if you do not have a Fiat Wallet, to arrange to deliver the proceeds to you by another method).

2.7. You understand and agree that we may engage any third-party service provider or subcontractor to perform any or all of the services provided hereunder. UAB Rapidz Pay shall not be liable for any delay, loss or damage of any kind incurred from any services provided by any third-party service provider or subcontractor engaged by UAB Rapidz Pay. All claims in connection with the act of any third-party service provider or subcontractor shall be brought solely and directly against such party and/or its agents. UAB Rapidz Pay’s sole liability in relation to the services provided by any third-party service provider or subcontractor shall be limited to the use of reasonable care in the selection of such party.

3. RISKS OF USING VIRTUAL ASSETS

3.1. Summary Risk WarningLithuania requires us to provide this risk warning to you as a customer of a Virtual Asset Service Provider (VASP).

Before you pay your VASP service provider any money, you should be aware of the following.

Please note that you may not be able to recover all the money or VASPs you paid to UAB Rapidz Pay if UAB Rapidz Pay’s business fails.

(a) You should not transact in VASP if you are not familiar with this VASP. This includes how the VASP is created, and how the VASP you intend to transact is transferred or held by UAB Rapidz Pay

(b) You should be aware that the value of VASPs may fluctuate greatly. You should buy VASPs only if you are prepared to accept the risk of losing all of the money you put into such Tokens.

(c) You should be aware that UAB Rapidz Pay, as part of its licence to provide VASP services, may offer services related to VASPs which are promoted as having a stable value, commonly known as “Stablecoin”.

3.2. Please note that all transactions involving Virtual Assets involve certain risks. In this regard, once submitted to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the blockchain network. A transaction is not complete while it is in a pending state. Any Virtual Assets transfers, to and from external wallet addresses, that are in a pending state will be designated accordingly, and the relevant Virtual Asset will not be included in your Virtual Asset Wallet or be available to conduct transactions.

3.3. In any transfer of Virtual Assets, there is always a risk that the Virtual Assets can be lost due to the collapse of the community that supports Virtual Asset transfers, or the failure or bankruptcy of the issuers and/or managers of that Virtual Asset. In such scenarios, your Virtual Assets could lose significant value and/or be lost all together if they are in a pending state of transfer.

3.4. The risk of loss in holding Virtual Assets can be substantial. You should therefore carefully consider whether holding Virtual Assets is suitable for you in light of your financial situation. In considering whether to hold Virtual Assets, you should be aware that the price or value of Virtual Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. If you use any Rapidz Pay App Services which allow you and/or third parties to access and hold Virtual Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Virtual Assets resulting from theft, loss, or mishandling of Virtual Asset private keys outside our control.

3.5. We are not responsible for the market of Virtual Assets, and we do not guarantee the actual or perceived value of Virtual Assets in any quoted currency. While we may provide historical and real-time data on the price of Virtual Assets, such as graphs that show their price changes in the Rapidz Pay App, this information is only for reference. We do not guarantee the quality, suitability, truthfulness, usefulness, accuracy, or completeness of this data or the graphs, and you should not depend on it for any reason. You understand and acknowledge that the value of Virtual Assets can be volatile, and you agree that we are not accountable for any losses you may experience from holding or trading Virtual Assets. This applies even if the Rapidz Pay App Services are delayed, suspended, or interrupted for any reason.

3.6. We don’t offer guidance on investing, and the material presented on the Rapidz Pay app and website should not be seen as a replacement for personalized investment advice. Any decisions related to investments should not rely on the information provided on the Rapidz Pay app and website, and the material should not be interpreted as an effort to endorse or promote any Virtual Asset.

3.7. Your Fiat Wallet and Virtual Asset Wallet are not considered as deposit accounts. Funds held in these wallets do not accumulate any interest, unless it’s mentioned otherwise, and they are not safeguarded by any government-supported compensation, insurance, or guarantee system.

4. ONBOARDING

4.1. By signing up to use the Rapidz Pay App Services, you represent and warrant that:

(a) you are at least Eighteen (18) years of age, or of legal age in your jurisdiction of residence or meet the minimum age requirement to have the legal capacity, right, power, and authority to accept these Terms.

(b) you possess complete authority and ability to accept these Terms;

(d) you are not a resident or a Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which Rapidz Pay has notified as being subject to prohibitions or restrictions on accessing or using the Rapidz Pay App Services;

(e) you are not a resident or a Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of Virtual Assets is unlawful or restricted in any way or requires licensing, registration or approval of any kind;

(f) you will use our Services solely for your own personal use only and not for any commercial or business purposes;

(g) you are not currently registered as a user of the Rapidz Pay App Services;

(h) you are not located in, under the control of, or a national or resident of (i) any international sanctioned countries, or (ii) any country to which the United States has embargoed goods or services; and (iii) are not identified as a “Specially Designated National” by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or listed on any regulatory sanctions list published by European Union

(i) you are not placed on the U.S. Department of Commerce, Bureau of Industry and Security’s Denied Persons List;

(j) you will not use our Services if any Applicable Laws in your country prohibit you from doing so in accordance with these Terms;

(k) you are the beneficial owner of (or if you are acting as a trustee, the legal owner) of any Virtual Asset or fiat currency subject to these Terms and forming the subject matter of the Services;

(l) you are the sole ultimate beneficial owner of your account and not acting on behalf of or representing any other natural person, legal person or legal entity;

(m) you are compliant with all Applicable Law requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements;

4.2. To utilize the services of the Rapidz Pay App, you must sign up as a user and furnish all information and/or documents requested by us. All information and documents, except where permitted by Applicable Law, should be in English, including those required by us from time to time to comply with Applicable Laws, to process your registration. If the documents are not in English (unless permitted by Applicable Law), you may need to provide us with an authorized English translation. We are not liable for translating any non-English documents, and we are not obliged to evaluate or process any documents that are not in English, except as permitted by Applicable Law.

4.3. By using the Rapidz Pay App services, you consent to comply with all requests from us or our third-party service providers made on our behalf, relating to your usage of the services. This includes identifying or verifying your identity, validating your funding sources or transactions, or confirming your income and/or wealth sources. This may entail, among other things, requesting additional information that would enable us to identify you properly, such as asking you to take measures to confirm ownership of your phone number or payment instruments, or verifying your details against third-party databases or other sources.

4.4. We reserve the right, without having to provide any justification, to decline your application, or to suspend, terminate, or restrict your account or use of the Rapidz Pay App services, and/or alter the registration or use requirements for the services, at any moment at our sole discretion.

4.5. We may conduct confidential verifications of the information you provide us, or gather information about you through secure databases ourselves or via third parties. By accepting these Terms, you acknowledge that we or a third party acting on our behalf may conduct such verifications.

4.6. Upon registration and the use of Rapidz Pay App Services, you give us permission to perform electronic identity verification checks on you, either directly or through third-party service providers, at any time.

4.7. You confirm and guarantee that any information provided to us, our affiliates or any third-party service providers is always complete, accurate, and current, and that in the event of any change, you will immediately update us, our affiliates, and third-party service providers with the revised and updated information. You are responsible for keeping us informed of any modifications to your personal information or other information provided during registration or throughout your use of the Rapidz Pay App services. If we suspect that your information is incomplete, outdated, or incorrect, we may contact you and request additional information or ask you to repeat the verification process. Failure to provide up-to-date information or complete any registration steps may prevent you from using the Rapidz Pay App services. You agree to indemnify us, our affiliates, and third-party service providers for any losses suffered due to your failure to provide complete, accurate, and up-to-date information at any point, including after the termination of our services.

4.8. Even if you have agreed to the Terms and completed the registration process in accordance with Clause 4.2 above, certain types of users are specifically prohibited from using certain features within the Rapidz Pay App Services. Additionally, you confirm that you are not located in, under the jurisdiction of, or a citizen of any of the countries, states, or regions listed if you plan to use CSCs on any of the Rapidz Pay App services.

5. THE RAPIDZ PAY APP

5.1. The Rapidz Pay App gives you interactive access to your Virtual Asset Wallet, including allowing you to perform one or more of the following actions:

(a) view the balance and Transaction History of your Virtual Asset Wallet;

(b) obtain instructions on how to load your Virtual Asset Wallet;

(d) request a Virtual Asset Exchange; and (e) request a Fiat to VA Exchange.

5.2. With you complying to with these Terms, we grant to you a limited, non-transferable, non-exclusive licence to use the Rapidz Pay App as owned by or licensed through us on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. If certain parts of the Rapidz Pay App are offered under open source or other licenses, you will be informed and your use of those specific components will be subject to those license terms only if there are inconsistencies between those terms and the terms outlined in these Terms.

5.3. You acknowledge and agree that your use of the Rapidz Pay App Services is at all times subject to your compliance with these Terms and all other applicable terms.

6. YOUR DEVICE

6.1. You acknowledge and agree that, in connection with your use of the Rapidz Pay App, you shall be responsible for the following, at your own cost:

(a) installing all hardware, software and communications services necessary for your use of the Rapidz Pay App in accordance with these Terms;

(b) installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may arise in connection with your use of the Rapidz Pay App in accordance with these Terms; and

6.2. Regardless of any other terms outlined in these Terms, we assume that any Instructions received from your Enabled Device have been made by the rightful owner. It is your responsibility to ensure that your Enabled Device is secure and that your login and authentication details (including your username and password) are kept safe. You will also be solely responsible for any access to and use of the Rapidz Pay App and its Services through your Enabled Device, even if such access and/or use was made without your knowledge or consent. We will not be held liable for any loss or damage resulting from such access and/or use.

6.3. In any case that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss and/or theft or unauthorised access and/or use by emailing us at contact@rapidz.io. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the login and authentication details on your Enabled Device.

7. TOP-UPS TO VIRTUAL ASSET WALLET AND VIRTUAL ASSET TRANSFERS

7.1. Top-ups to your Virtual Asset Wallet from an External Wallet

(a) You may add Virtual Asset(s) to your Virtual Asset Wallet by transferring them from an external wallet to the specific address assigned to your Virtual Asset Wallet, which can be found on the Rapidz Pay App.

(b) You acknowledge and agree that it is your responsibility to ensure that: (i) the correct address, memo and/or destination tag for your Virtual Asset Wallet (as reflected on the Rapidz Pay App) is entered when you effect a transfer of Virtual Asset from your external wallet to your Virtual Asset Wallet; and (ii) only the Virtual Assets that are supported by the Virtual Asset Wallet will be transferred to your Virtual Asset Wallet.

(c) You also acknowledge that: (1) the transfer of any Virtual Asset to an incorrect address, or (2) the transfer of any type of Virtual Asset that is not supported by the Virtual Asset Wallet will result in the irreversible loss of such Virtual Asset. We shall bear no liability for any such loss of Virtual Assets.

(d) A transfer of Virtual Asset to your Virtual Asset Wallet is only deemed to be confirmed when the balance of your Virtual Asset Wallet (as reflected in the Rapidz Pay App) has been updated to reflect such transfer.

(e) UAB Rapidz Pay reserves the right to reject any transfer of Virtual Asset to your Virtual Asset Wallet. In such a scenario, the relevant Virtual Asset will not be credited to your Virtual Asset Wallet and UAB Rapidz Pay will effect a transfer of the same amount of the relevant Virtual Asset, less any applicable fees, back to the address from which it was sent.

7.2. Virtual Asset Transfers

(a) You may transfer any Virtual Asset from your Virtual Asset Wallet to a specified external address or to another Rapidz Pay App user via the Rapidz Pay App, with the exception of certain Virtual Assets which are not supported in respect of Virtual Asset Transfers, as determined by UAB Rapidz Pay at its sole discretion, and subject to change from time to time.

(b) UAB Rapidz Pay processes all Virtual Asset Transfers according to the Instructions received from you and does not guarantee the identity of any recipient. You should verify all transaction information prior to submitting Instructions for a Virtual Asset Transfer to UAB Rapidz Pay as the Virtual Asset Transfer may not be cancelled or reversed once processed by UAB Rapidz Pay unless UAB Rapidz Pay decides at its sole discretion that the transaction should be cancelled or reversed and is technically capable of such cancellation or reversal. You acknowledge that you are responsible for ensuring the accuracy of any Instructions submitted to UAB Rapidz Pay and that any errors may result in the irreversible loss of your Virtual Asset.

(c) You agree to have sufficient Virtual Asset in the Virtual Asset Wallet prior to instructing UAB Rapidz Pay to effect any Virtual Asset Transfer. If your Virtual Asset in your Virtual Asset Wallet is not sufficient to cover the amount required for UAB Rapidz Pay to complete the Virtual Asset Transfer, UAB Rapidz Pay will not proceed to effect the Virtual Asset Transfer and UAB Rapidz Pay is under no obligation to attempt to fulfil your Virtual Asset Transfer using an alternative method of transfer. You hereby authorise us to debit your Virtual Asset Wallet(s) for the full amount required for UAB Rapidz Pay to complete the Virtual Asset Transfer.

(d) 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. 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 Virtual Assets transferred from your Virtual Asset Wallet, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.

8. FIAT TO VA EXCHANGE

8.1. When effecting a Fiat to VA Exchange, you are buying such Virtual Asset from UAB Rapidz Pay directly. In this capacity, UAB Rapidz Pay will be dealing as a principal on its own account and will not be acting as an intermediary or marketplace between other buyers and sellers of Virtual Asset.

8.2. For a Fiat to VA Exchange to be effected, you may effect a payment UAB Rapidz Pay via:

(a) your Eligible Card by providing your Eligible Card details, as well as the relevant amount to be converted, through the Rapidz Pay App. In such a case, you acknowledge that the transfer of fiat currency will depend on the performance of such transfer by your bank. Upon Rapidz Pay’s receipt of confirmation that such Eligible Card transaction has been authorized, Rapidz Pay will credit the relevant amount of Virtual Asset to your Virtual Asset Wallet;

(b) a Third-Party Virtual Wallet Application, if you already have an Eligible Card linked in such Third-Party Virtual Wallet Application on your Enabled Device, through the Rapidz Pay App. Upon Rapidz Pay’s successful confirmation and authentication of such Eligible Card transaction has been authorized, Rapidz Pay will credit the relevant amount of Virtual Asset to your Virtual Asset Wallet; or

8.3. You agree that only debit cards and/or credit cards which are issued to and/or registered in your name will be used to effect payments to UAB Rapidz Pay for Fiat to VA Exchange.

8.4. All Fiat to VA Exchange are non-irreversible and final once you have provided the relevant Instructions and/or payments to UAB Rapidz Pay and you may not change, withdraw or cancel the authorisation to us as applicable to complete any pending or partially completed transactions. We shall not be liable for any partially completed transactions or delays in the processing of your instructions, or inability to process your instructions due to delay, failure or interruption in, or unavailability of a Third-Party Virtual Wallet Application. If your payment is not successful or if your payment instrument has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment instruments, including balances on your Fiat Wallet for any amount necessary to complete the transaction.

8.5. We do not guarantee the availability of any exchange rate.

8.6. We reserve the right to cease any Third-Party Virtual Wallet Application functionality enabled in the Rapidz Pay App at our sole discretion without notice to you.

8.7. You shall be responsible for any fees charged by your bank or credit card issuer(s) (including but not limited to any international transaction fees, cash advance fees and transfer to overseas service charges) relating to the purchase of Virtual Assets with your credit or debit card. Some banks or credit card issuers may treat the purchasing of Virtual Assets with credit card as cash advance which may incur a high fee or interest rate. If you are in doubt, please check with your bank or credit card issuer prior to the purchasing of any Virtual Assets.

8A. Rapidz Pay Payment

8A.1. UAB Rapidz Pay offers a payment solution within the Rapidz Pay App that enables users to send Virtual Assets to other users and pay qualifying merchants with the Virtual Asset of their choice (“Rapidz Pay Payment”). A receipt will be sent to your registered email address once a Rapidz Pay Payment transfer or purchase has been confirmed.

8A.2. All refunds will be made in Stablecoin regardless of the type of Virtual Asset you may have used to pay for your Rapidz Pay Payment purchase. All refunds will be subject to a handling fee of 10 Stablecoin, unless otherwise stated. Refunds below 10 Stablecoin or its equivalent will not be processed, except where required by law.

9. OTHER PROVISIONS APPLICABLE TO OUR SERVICES

9.1. UAB Rapidz Pay reserves the right to execute or cancel any pending Transaction requested by you for Virtual Asset Transfer, Virtual Asset Conversion, or Fiat to VA Exchange based on its sole decision, including to comply with Applicable Law.

9.2. UAB Rapidz Pay securely stores 100% of all Virtual Asset private keys in our control in a combination of online and offline storage. As a result, it may be necessary for UAB Rapidz Pay to retrieve this information from offline storage in order to facilitate a Transaction in accordance with your Instructions, which may delay the initiation or crediting of such Transaction for 48 hours or more. As a user of the Rapidz Pay App Services, you accept the risk that a Transaction facilitated by UAB Rapidz Pay may be delayed and you agree not to hold UAB Rapidz Pay responsible for any loss or damage arising out of or related to such delay.

9.3. It is entirely your responsibility to assess whether and to what degree any Taxes apply to any transactions linked to the receipt or transfer of Virtual Assets or the Transactions you conduct, and to correctly withhold, collect, report, and pay the appropriate amount of Taxes to the relevant tax authorities. Your Transaction History can be accessed through the Rapidz Pay App. We have no obligation, and we will not determine whether and to what degree Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority resulting from any transaction.

9.4. Loading Virtual Asset to your Virtual Asset Wallet and executing any Transaction is subject to UAB Rapidz Pay’s limits, which are specified in the Rapidz Pay App. However, UAB Rapidz Pay can, at its discretion, apply specific limits to you. We might also ask you to provide additional information about yourself, your activities, or any associated individuals, provide documentation, and schedule meetings with UAB Rapidz Pay employees to discuss your Virtual Asset loading to your Virtual Asset Wallet or any Transactions you have completed.

9A. FORK

9A.1. You agree and understand that the underlying protocols of the Virtual Assets networks are subject to changes (each a “Fork”) which are exogenous to Rapidz Pay and may result in more than one version of such network (each a “Forked Network”). You further agree and understand that Forks may materially affect the value, function, and/or name and may result in loss of control or ownership, of the Virtual Assets you hold on the Rapidz Pay App.

9A.2. If a Fork occurs, it will result in the creation of a new Virtual Asset (the “New Forked Asset”) related to an existing Virtual Asset (the “Prior Asset”). You further understand, acknowledge and agree that each Fork may materially affect the value, function, and/or name, , and may result in loss of control or ownership, of the Prior Asset that we hold in your Rapidz Pay account, and that the New Forked Asset may have minimal or no value.

9A.3. Upon becoming aware of a Fork and to the extent that we have any rights or are able to take any action, in the event of a Fork, Rapidz Pay may, in our sole discretion, temporarily suspend or amend any Rapidz Pay App Services or any Virtual Assets for an extended period of time (with or without advance notice to you) until we have determined that such functionality can be restored. We may also determine, in our sole discretion, whether or not to support the Forked Network(s) and who should have ownership or receive New Forked Assets and/or benefits (if any). This could occur with potentially little or no warning and your ability to use the Services or Virtual Assets may be limited and subject to the Fork. In the event that Rapidz Pay decides not to support any such Forked Network (“Unsupported Forked Network”), the Virtual Assets offered by such Unsupported Forked Networks will not be made available to you. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain the Virtual Assets offered by such Unsupported Forked Network as property belonging solely to Rapidz Pay.

9A.4. You understand, acknowledge and agree that you have no right, claim or privilege in, or with respect to, any New Forked Asset. If we do not support a New Forked Asset, you may not be able to withdraw the New Forked Asset promptly or at all; you may not be able to trade the New Forked Asset on the Rapidz Pay App or otherwise on our platform; and you may lose any value associated with such New Forked Asset.

9A.5. If we determine not to support a New Forked Asset, we may, in our sole discretion:

obtain and retain the New Forked Asset as property belonging to us; or
make the New Forked Asset available to you on a one-time basis, based on your holding of the Prior Asset at the time of the Fork, subject to the withholding and retention by us of an amount reasonably calculated to fairly compensate us for the cost of making such New Forked Asset available and subject to our withdrawal procedures. We will notify you only if we elect to permit a one-time withdrawal pursuant to (ii) above.

9A.6. You acknowledge the risks presented by Forks and hereby accept that we have no responsibility for any losses or damage arising as a result of an Unsupported Forked Network.

9A.7. UAB Rapidz Pay has no control or ability to influence the creation or implementation of a fork or new forked asset. The company cannot guarantee the security, functionality, or supply of any virtual asset, including the new forked asset or the prior asset. UAB Rapidz Pay is not liable for any change in the value of any virtual asset, whether resulting from a fork or not. Additionally, a fork could constitute a force majeure event beyond the company’s control, which could affect the value of a user’s virtual assets. Therefore, UAB Rapidz Pay does not assume any liability for losses resulting from such events.

9B. ACCOUNT PROTECTION PROGRAM

9B.1. If we, in our sole discretion, determine there has been an Unauthorised Transaction, we may provide relief to you (“APP Relief”) subject to the remainder of this Clause 9Band your continued adherence to these Terms.

9B.2. APP Relief shall not be available with respect to Rapidz Pay Payment and the Rapidz Pay Debit Card.

9B.3. You must satisfy all conditions imposed by Us under the Terms and as further clarified in the FAQs, as may be updated from time to time, in order to be eligible for consideration for APP Relief.

9B.4. To assess your qualification for APP Relief, we reserve the right to ask you or other third-party sources for relevant information and documents. By sharing the requested information, you acknowledge and consent to UAB Rapidz Pay and its representatives or agents collecting, utilizing, storing, transmitting, and/or revealing the information to all necessary parties, including Rapidz Pay members or third-party service providers, located either within or outside the European Union. The purpose of collecting this information is solely to evaluate your eligibility for APP Relief.

9B.5. The decision to grant APP Relief and the amount of relief (up to the maximum specified under Clause 9B.8) will be made solely at our discretion. By accepting any APP Relief, you agree that we may offset any outstanding debts owed to us and that you waive any claims or rights against us for the full value of the Unauthorised Transaction. We also reserve the right to recover any full or partial payments made under this APP, or take other actions against you if we find that you provided false information or acted in bad faith, dishonestly, or fraudulently.

9B.6. If we make a determination in your favour, we maintain any and all rights under these Terms which are consistent with that determination. Notwithstanding the rest of this Clause 9B, You hereby agree that we shall not be deemed to have waived our rights under clauses 3.2, 6.2, 14.1 and 17.2(v) and that all such Terms remain in full force and effect in relation to all other Transactions and Fiat Withdrawals.

9B.7. If we determine that you should obtain relief under this section, we may calculate your relief as follows, subject to the upper limit set out in clause 9B.8:

(a) In the case of a Transaction which is an Unauthorised Transaction, we will give you the amount of the relevant Virtual Asset or other Virtual Asset at our sole discretion that is up to the amount that was lost, reduced by any Virtual Assets / funds which may be recovered.

(b) In the case of Fiat Withdrawal that is an Unauthorised Transaction, we will give you the amount that is up to the amount of that Unauthorised Transaction. This is regardless of whether the exchange rate of that currency relative to any other currency has changed since the date of the Unauthorised Transaction.

9B.8. The APP Relief is:

(a) in the case of Virtual Assets, a maximum of USD 100,000 calculated at our discretion by reference to the USD price of those assets, either:

(i) as of the date of the Unauthorised Transaction; or

(b) as at the date that APP Relief is disbursed.in the case of fiat currency, maximum of:

(i) either USD 100,000 if USD was the currency subject to the Unauthorised Transaction or transfer; or

(ii) USD 100,000 in the currency of the Unauthorised Transaction or transfer, calculated at the conversion rate (as between USD and the second-mentioned currency) as at the end-of-day-average of the date of the Unauthorised Transaction.

9B.9. You agree and acknowledge that we have the complete right and discretion to modify the terms of, suspend, or terminate the availability of APP Relief without prior notice to you. This includes instances where APP Relief becomes subject to any prohibitions or restrictions due to the implementation of Applicable Law in the Territory.

9B.10. You agree and acknowledge that our decision under Clause 9B.4 is final and conclusive, and you waive any right to appeal or contest the decision further. Additionally, you represent and undertake that you release all claims against us and/or our Affiliates upon accepting any full or partial relief under APP, regardless of whether we recover any funds or Virtual Assets in the future.

9C. AIRDROPS

9C.1. If there is an Airdrop, UAB Rapidz Pay may temporarily suspend Rapidz Pay App Services or any Virtual Assets for a prolonged duration until we have assessed that the functionality can be reinstated. This may happen without any prior notice to you, and your ability to use the Services or Virtual Assets may be restricted and subject to the Airdrop.

9C.2. If an Airdrop occurs, UAB Rapidz Pay may temporarily suspend any Rapidz Pay App Services or Virtual Assets until they have determined that such functionality can be restored. UAB Rapidz Pay may also credit any Virtual Assets and/or benefits received by them to a Rapidz Pay account or participate in an Airdrop at their sole discretion. UAB Rapidz Pay will not be liable to the user for failing to credit any Virtual Asset or participate in any Airdrop. If UAB Rapidz Pay does not support an Airdrop, they may claim the Virtual Assets and/or benefits for their own benefit. If a user receives any airdropped Virtual Assets and/or benefits, UAB Rapidz Pay may claim them and the user must return them to UAB Rapidz Pay. The user acknowledges that any Virtual Assets and/or benefits received in relation to an Airdrop does not create any relationship between UAB Rapidz Pay and the sender or related Virtual Asset network, and that UAB Rapidz Pay is not subject to any obligations as they relate to the sender or related Virtual Asset network.

10. FEES

10.1 Your use of the Rapidz Pay App Services may be subject to certain Fees, which will, if applicable, be debited from your Virtual Asset Wallet. And it may be amended by UAB Rapidz Pay from time to time.

10.2 All applicable Fees on the Rapidz Pay App are exclusive of any applicable Taxes and the actual Fee charged will be increased to account for any such applicable Taxes.

10.3 UAB Rapidz Pay will issue a payment notice to you for any Fees or amount that you owe us, including but not limited to any amount owed to us as a result of us exercising our rights under Clauses 2.2(b) or (c). If such amount is not repaid within 7 days from the date of notification, you confirm and authorise UAB Rapidz Pay to recover such amount from your other accounts with UAB Rapidz Pay by debiting any assets in those accounts.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. You acknowledge and agree that:

(a) the Rapidz trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the Rapidz Pay App are the property of either or third-party licensors (collectively, the ” Trademarks”);

(b) the intellectual property rights in and to the Rapidz Pay App Services are either owned by us or licensed to us by third party licensors;

(c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trademarks, the Rapidz Pay App or the Rapidz Pay App Services; and

(d) no part or parts of the Rapidz Pay App may be reproduced, distributed, republished, displayed, broadcast, transmitted, hyperlinked, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

12. CONDUCT

12.1. Without prejudice to the foregoing, you undertake not to (and shall not, knowingly or otherwise, authorise, allow or assist any other party to):

(a) use the Rapidz Pay App to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk mail or chain letters;

(b) use the Rapidz Pay App to perform illegal, unlawful or immoral activities including but not limited to money laundering, terrorism funding and fraudulent activities;

(c) use the Rapidz Pay App to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal or contains any other harmful or deleterious program;

(d) modify or adapt the whole or any part of the Rapidz Pay App or combine or incorporate the Rapidz Pay App into another other programme or application;

(e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Rapidz Pay App or any components thereof;

(f) use the Rapidz Pay App in any way that would violate our, our Affiliates’, or any third party’s intellectual property rights, such as copyright, patent, or trademark. You also agree not to take any action that infringes upon our intellectual property interests, including claiming ownership of any property that violates our intellectual property rights.

(g) use the Rapidz Pay App in a way that could damage, impair, disable or compromise the Rapidz Pay App or the provision of the Rapidz Pay App Services (or the systems or security of the Rapidz Pay App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of UAB Rapidz Pay. You undertake not to gain or attempt to gain unauthorised access to the account or wallets of other users;

(h) engage in activities that excessively strain or overload the infrastructure of UAB Rapidz Pay, including its servers, networks, data centers, and other related equipment, or activities that negatively impact or take possession of systems, data, or information belonging to other users of the Services;

(i) engage in any other activities deemed unsuitable by us or which is in violation of these Terms or any Applicable Laws;

(j) provide incomplete, false, inaccurate or misleading information to UAB Rapidz Pay or any of its Affiliates or third-party services providers;

(k) deposit with UAB Rapidz Pay any Virtual Assets or fiat currency forming part of the proceeds of any criminal or unlawful activity; or

(l) demonstrate or use any aggressive, intimidating and/or violent behaviour or language towards our personnel.

13. DATA PROTECTION

13.1. When you use the Rapidz Pay App Services, you acknowledge that you have read and comprehended our Privacy Notice, and you comprehend how we gather, employ, share and reveal your Personal Data among ourselves and to our authorized service providers and applicable third parties. We will only disclose your Personal Data to facilitate and manage your usage of the Rapidz Pay App Services or if the law or our counterparty who controls your data requires us to do so. Your data controller will safeguard and handle your personal data in compliance with all applicable data protection laws. For a comprehensive understanding of when and why we obtain personal information about you, how we use it, the conditions under which we may disclose it, and how we keep it secure, please refer to our Privacy Notice, which can be accessed at https://www.rapidz.io/privacy .

13.2. We reserve the right at any time to satisfy our internal requirement as to your Personal Data (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or anti-money laundering and counter- terrorist financing purposes.

14. ELECTRONIC COMMUNICATIONS

14.1. You are solely responsible for the security and accuracy of any Instructions you send using the Rapidz Pay App, and you are bound by those Instructions. We will assume that any Instructions received from your Enabled Device via the Rapidz Pay App are yours, and we have no obligation to verify that they are actually yours.

14.2. You acknowledge that when using the Rapidz Pay App, any instructions and information transmitted may be sent over the Internet and could be routed through public, transnational installations that are not specifically protected. We cannot guarantee that such Instructions and information will be completely protected against unauthorised access, and you understand and accept the potential risks associated with using the App.

14.3. Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

14.4. You agree without prejudice to any of these Terms, that, to the extent there are any terms in your local jurisdiction governing the time and place of despatch and receipt of electronic communication, to the maximum extent permitted under applicable law, such terms shall not apply to your use of the Rapidz Pay App Services and that you shall be liable for any damage that may be caused through the use of the Internet (through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates).

14.5. You acknowledge and agree that in case of any disagreement related to your usage of the Rapidz Pay App Services, our records, which include electronic, computer, and microfilm stored records, regarding your use of the Rapidz Pay App Services and/or your details, including your transaction history, on any particular date, will be considered as conclusive evidence of their accuracy and authenticity. You also agree that these records will be binding on you for all purposes. Additionally, you acknowledge that such documents will be admissible in a court of law under applicable evidentiary law, rules, and regulations, without the need for further proof of their accuracy or authenticity.

15. LIMITATION OF SERVICES / TERMINATION / ACCOUNT CLOSURE

15.1. UAB Rapidz Pay has the right to terminate, suspend, or restrict your use of the Rapidz Pay App Services at any time, and without any liability to you. This includes freezing your Virtual Assets or Virtual Asset Wallet, declining to process any transaction, or cancelling or voiding, wholly or partially reversing any transactions for any reason, including (but not limited to): (a) in the event of any breach by you of these Terms and all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where UAB Rapidz Pay suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) to remedy the effects of any defect in or compromise to any information system upon which UAB Rapidz Pay relies on; (e) as may be informed by its internal monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; or (f) in UAB Rapidz Pay’s absolute opinion that an order or transaction has been executed based on an aberrant value.

15.2. Apart from the privileges granted to UAB Rapidz Pay as specified in Section 15.1 earlier, you explicitly give UAB Rapidz Pay the authority to make an effort, at its own discretion, to rectify, reverse or revoke any purchase or transaction for which UAB Rapidz Pay has identified an error, regardless of whether the error originated from you, UAB Rapidz Pay, or a third party. You admit that UAB Rapidz Pay may regard a purchase or transaction as faulty if its price significantly deviates from the market price during execution. When making such a determination, UAB Rapidz Pay will consider the circumstances surrounding the transaction and the interests of UAB Rapidz Pay and other market participants in ensuring market integrity and a just and orderly market. The factors that may be taken into account include, but are not limited to, suspicious trading activities, breaches of these Terms, disturbances or failures in the functioning of the UAB Rapidz Pay platform or any related network or protocol, as well as any other extraordinary market conditions or circumstances that may necessitate the cancellation or modification of transactions to maintain a fair and orderly market.

15.3. You acknowledge and agree that:

(a) There is no assurance or warranty given by UAB Rapidz Pay that any effort to rectify, reverse, or revoke any purchase or transaction under Section 15.2 will be successful;

(b) Merely stating that you made an error while submitting a purchase or transaction or that you did not pay enough attention to or update a purchase or transaction, or any other similar claim, may not be enough to prove that the resulting transaction was faulty;

(c) UAB Rapidz Pay has the authority to declare a purchase or transaction null and void, either in its entirety or in part, even if you (and, if relevant, the other party involved in a transfer) do not consent to cancel or modify it; and

(d) UAB Rapidz Pay will not be held accountable or liable for the mistake or any efforts to rectify it under Clause 15.2.

15.4. Your duties under these Terms will persist even in the event of the suspension or termination as mentioned in Clause 15.1 above.

15.5. You shall not be entitled to any payment, reimbursement, or compensation from us related to any restriction, cancellation, or termination of your use of the Rapidz Pay App Services, regardless of the cause. Any limitation, suspension, or termination of your use of the Rapidz Pay App Services, for any reason whatsoever, does not relieve you of any liability or responsibility that you have already incurred at the time of such limitation, suspension, or termination.

15.6. Our rights under Clauses 15.1 and 15.2 above shall be without prejudice to any other rights or remedies which we may have (whether under these Terms, Applicable Law or otherwise).

15.6A. If you wish to suspend or terminate your access to and use of any of the Rapidz Pay App Services or close your account, you are required to submit a request to UAB Rapidz Pay in such manner and form and accompanied by such information and supporting documentation as may be required by us to request for and effect such suspension or termination. You acknowledge and agree that you will be subject to such terms and conditions as we may consider applicable to such suspension or termination.

15.6B. If your account has any existing obligations, commitments, or activities, including but not limited to a fixed-term loan, deposits, or lock-up or any amount due to UAB Rapidz Pay at the time of your account closure request, you agree that UAB Rapidz Pay is not required to proceed with such closure request until all such obligations, activities, or commitments have been fulfilled or expired.

15.7. If your account has been suspended or closed and there is a balance remaining in your account, you have the right to retrieve any Virtual Assets from your Virtual Asset Wallet and any fiat from your Fiat Wallet, except in cases where the law or a court order prohibits us from releasing such Virtual Assets or fiat. However, we may refuse to release Virtual Assets or fiat if we have reasonable suspicion that they were obtained through fraudulent or unlawful means, or if they are linked to any criminal activity. If you have any inquiries regarding this provision, please contact us at contact@rapidz.io.

15.8. We have the right to offset any amount that you owe us against any amount that we owe you, without giving you prior notice. This includes recovering any amount you owe us, regardless of whether the obligation is matured or contingent, and regardless of the currency, asset, or place of payment. If we do set off any amounts, we will promptly discharge them and settle the obligation.

16. CUSTOMER FEEDBACK, QUERIES, AND COMPLAINTS

16.1. If you have any complaints, feedback, or questions, you can reach us through our email at contact@rapidz.io. We aim to respond to your concerns promptly, but for complex issues, it may take up to 45 days to resolve and respond to you. During this time, we will not be held responsible for any loss or damage you may incur.

17. LIMITATION OF LIABILITY

17.1. The services offered are provided without any express or implied representation or warranty, and are offered “as is” and “as available”. Except as expressly provided in these terms, we disclaim all other representations or warranties, whether express or implied, including without limitation, warranties of title, non-infringement, timeliness, quality, suitability, merchantability, fitness for a particular purpose, or otherwise of any service or goods provided incidental to the Rapidz Pay App services provided under these terms. Additionally, we do not assure or guarantee that the services are accurate, complete, reliable, current, or error-free. Although we attempt to make your use of the services safe, we cannot guarantee that the services are free of viruses or other harmful components. Our liability for representations and warranties that cannot be excluded is limited, at our option, to any one of:

(i) Re-supplying, replacing or repairing the services in respect of which the breach occurred; or

(ii) Paying the cost of the re-supplying, replacement or repairing of the services in respect of which the breach occurred.

17.2. Notwithstanding anything in these terms, to the extent permitted by law, in no event shall we or any of our representatives be liable to you for any losses or damage or claims:

(i) Due to an unusual or unforeseeable event, outside our reasonable control and the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to force majeure events);

(ii) Arising from or in connection with:

(a) Any interruption, delay, suspension, discontinuance, or failure of the Rapidz Pay App or Rapidz Pay App services;

(b) Any refusal to process or authorize, or any reversal of, any transaction for any reason;

(c) Your inability to effect or complete any transaction due to system maintenance or breakdown/non-availability of the Rapidz Pay App, network, our hardware or software, or that of any third parties;

(d) Use of your enabled device and the Rapidz Pay App services by third parties, whether authorized or unauthorized by you;

(e) Any theft or loss of your enabled device; (f) any unauthorized or ineligible use of the Rapidz Pay App services contrary to these terms;

(iii) Due to compliance with applicable laws and/or court orders;

(iv) Any damages, whether direct or indirect, foreseeable or unforeseeable, arising out of or related to these terms or the services, including but not limited to lost profits, lost revenues, lost business opportunities, lost data, other intangible losses, punitive, exemplary, special, incidental, indirect or consequential damages, are not covered by these terms and are waived by both parties;

(v) Any damages caused by unauthorized access or use of the services, your account, or any information within them, such as hacking, tampering, or virus transmission.

17.3. We will not be liable for any loss or damage related to the services exceeding the amount of fees you paid us during the 12-month period prior to the event that led to the claim. These limits of liability will be applied as far as allowed by the law in the relevant jurisdiction.

17.4. We shall not be held responsible for fault on the part of any third-party service providers instructed by us. In such cases, our liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers.

17.5. Nothing in these Terms shall operate to limit or exclude any liability for fraud, gross negligence or for death or personal injury resulting from negligence.

17.6. The parties agree that any claims against each other in accordance with these terms may only be filed individually and not as part of a class or representative action or proceeding. No court or arbitrator may combine or join the claims of more than one user, and they may not otherwise oversee any form of a consolidated, representative, or class proceeding. Any relief awarded to one user of the Rapidz Pay App services cannot and may not impact any other users.

18. INDEMNIFICATION

18.1 You agree to indemnify and hold UAB Rapidz Pay and its third party service providers, and each of their respective officers, directors, agents, joint venture entities, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (a) your breach of any of these Terms; (b) your use of the Rapidz Pay App and/or the Rapidz Pay App Services; and (c) your violation of any Applicable Laws or regulations of any jurisdiction, or the rights of any third party.

19. AMENDMENT AND VARIATION

19.1 We may update or modify these Terms periodically and will post any such updates on the Rapidz Pay App or Site. The updated Terms will take effect immediately, unless otherwise specified. To stay informed of any changes, it is recommended that you check the Rapidz Pay App and Site regularly. We may also change, add or remove any feature or functionality of the Rapidz Pay App without prior notice. By continuing to use the Rapidz Pay App and/or the Rapidz Pay App Services after any modifications have been made, you are indicating your acceptance of the updated or amended Terms and the updated Rapidz Pay App. If you do not wish to be bound by any changes or amendments to these Terms, you should stop using the Rapidz Pay App and/or the Rapidz Pay App Services immediately.

20. TRANSFER, ASSIGNMENT OR DELEGATION

20.1 These Terms are only applicable to you and are not transferable to any third-party without our written consent. We may transfer, assign or delegate our rights and obligations under these Terms without prior notice or restriction. This includes transferring to any of the entities within Rapidz Pay, or to any successor in interest of any business associated with the Rapidz Pay App Services. Any attempt to transfer or assign these Terms in violation of this provision will be considered invalid.

21. SEVERABILITY

21.1 If any provision of these Terms is declared invalid or unenforceable by a court or administrative body of competent jurisdiction, that declaration shall not impact the validity or enforceability of the remaining provisions of these Terms. All provisions not affected by such invalidity or unenforceability shall continue to be fully effective. The invalid or unenforceable provision will be modified and interpreted to the extent necessary to achieve the objectives of the provision to the greatest extent allowed under any applicable laws.

22. ENTIRE AGREEMENT / TRANSLATION

22.1. These Terms represent the complete agreement between the parties regarding their subject matter and replace any prior understandings, agreements, arrangements, and representations concerning the same subject matter, whether oral or written. By agreeing to these Terms, you acknowledge that you are not relying on any statement, warranty, representation, or understanding other than those explicitly outlined in these Terms.

22.2. All communication regarding these Terms must be conducted in English. In the case that any part of these Terms is translated into another language, the English language text will take precedence, except where such an action is not permitted by law.

23. WAIVER

23.1. These Terms shall not be waived in whole or in part except where agreed by all parties in writing.

23.2. If any party delays or fails to enforce any provision of these Terms, it doesn’t mean that they waive any other rights they have. Any rights, powers, or remedies given to a party in these Terms are not exclusive and can be used in combination with any other available rights, powers, or remedies.

24. NOTICES AND COMMUNICATIONS

24.1. When you use the Rapidz Pay App Services, you consent to receive any communication from us, including marketing material, electronically. This can be done via email, SMS, or telephone call to the address or phone number you have provided, or by posting on the Site. For any email notices, the date of receipt is considered the date of transmission. You have the option to unsubscribe from receiving any marketing material from us at any time.

24.2. If you need to send us any notices, you should do so electronically by using our support system at contact@rapidz.io.

25. THIRD PARTY RIGHTS

25.1. Any individual who is not a party to these Terms, except for entities within UAB Rapidz Pay, does not have the authority to enforce any of the provisions in these Terms.

26. GOVERNING LAW AND JURISDICTION

26.1. These Terms will be controlled by and interpreted in accordance with the laws of Lithuania, regardless of any conflicting or selecting laws rules.

26.2. Any dispute or claim arises out of or in connection with these Terms, including their breach, termination, or invalidity, it will be resolved through arbitration according to the Arbitration Rules of the European Union that are in force at the time. These rules are incorporated by reference in this Clause. The arbitration will take place in English, and there will be one arbitrator appointed by the parties to the proceedings.