TERMS OF SERVICE

Last updated: 9 January 2024

These Terms of Services (“Terms”) constitute an agreement between the user, an individual or legal entity using the services of StarCheck (“you”, “your”) and StarCheck OÜ, private limited company incorporated in Estonia with registration number 16856447, having its registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Harju tn 3 // Vana-Posti tn 2, 10146 (the “Company”, “we”, “our”, “us”), which operates StarCheck website available at https://starcheck.io (“Website”).

Before using any of the Company’s services, provided via the Website you must agree to these Terms and the Privacy Policy.

You are considered a party to these Terms and deemed to have agreed with the Terms by creating an account at the Website and/or browsing the Website.

By creating an account, you acknowledge that:

• any use of services of the Company is subject to these Terms;
• you have carefully read, understand and agree with these Terms;
• you are of legal age;
• you have the authority and legal capacity to enter into the Terms personally or on behalf of the legal entity for whom you are using the service.

You also represent that you are (i) not 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, the European Union, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States or the European Union.

We reserve the right to modify these Terms at any time and at our sole discretion. In case of any change, we will amend the date of the last update at the beginning of these Terms. By continuing using our Services, you are agreeing to new changes and will be legally bound by the new changes. Please check this page regularly for updates.

IF YOU DO NOT AGREE TO THE TERMS, YOU SHALL NOT USE THE SERVICE.

The services provided by the Company and available to you via the Website (the “Services”) are as follows:

By creating an account, you acknowledge that:

• any use of services of the Company is subject to these Terms;
• you have carefully read, understand and agree with these Terms;
• you are of legal age;
• you have the authority and legal capacity to enter into the Terms personally or on behalf of the legal entity for whom you are using the service.

You also represent that you are (i) not 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, the European Union, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States or the European Union.

We reserve the right to modify these Terms at any time and at our sole discretion. In case of any change, we will amend the date of the last update at the beginning of these Terms. By continuing using our Services, you are agreeing to new changes and will be legally bound by the new changes. Please check this page regularly for updates.

IF YOU DO NOT AGREE TO THE TERMS, YOU SHALL NOT USE THE SERVICE.

2.1. Account creation

You will be required to create an account to use our Services (“Account”). Upon the registration of the Account, you will be asked to provide your details, such as your email address, and agree to these Terms and other terms, including but not limited to the Privacy Policy and End User License Agreement . By accepting these Terms, you acknowledge and confirm that you are acting on your behalf and opening an Account for yourself only. In an event of opening of an Account by a third person acting on your behalf, such as your representative, you acknowledge that we may require you to present the respective proof of authorisation granted to the said person to act on your behalf, such as a Power of Attorney or other proof of authorisation.

The appointment of a person to act on your behalf does not waive any liability off you as a subject to these Terms. Any action performed by such a third person shall be considered authorized by you. In accordance with these Terms, you agree that you retain full responsibility for the instructions given to any third person authorized to act on your behalf and any act and omission arising from the said instructions thereof. You further confirm that we are not liable for any such act or omission. You may change or recall authorization granted to a third person by submitting a written notice to us via email: [email protected].

You shall create and use only one Account. Any duplicate Accounts associated with your data already submitted to another Account will be suspended.

In some cases, such as applying for a corporate Account or if we consider there is a need for additional verification, we may ask you to provide additional information. Our team will evaluate the information you submit to assess it on the basis of the applicable legal requirements and policies.

By providing us with the information requested to verify your identity for the purposes of approving the creation of your Account, you acknowledge and confirm that all the information submitted to us by you in true, accurate and complete, and you have not deliberately concealed or otherwise tampered with or altered information for the purposes of influencing the outcome of our assessment. In an event of change of circumstances influencing the correctness and integrity of submitted information, you agree to notify us of such changes and present information that is up-to-date respectively.

We reserve the right to share any information submitted to us to the competent authorities or our business partners, should we have serious grounds to believe that the submitted information is associated with a case of fraud, money laundering, terrorism financing or other financial crime acts.

You have a right to close your Account at any time. You acknowledge that closing an Account on your own initiative does not invalidate and/or annual the validity of any provisions of these Terms to which you were a subject prior to Account closure.

2.2. KYT Checks

KYT Check is the process of collecting data on transactions and addresses processed in a blockchain protocol for the purposes of compliance with the anti-money laundering and counter-financing of terrorism standards. KYT Check evaluates whether the transaction is legal and not linked to financial crimes, money laundering, terrorism financing or other illegal activities.

The KYT check is carried out by the software provided by the Company (“Software”). The Software provided by the Company for the purposes of KYT Check is made available to you in an “as is” condition, without warranty or representation of any kind, including, without limitation, any implied warranties of suitability for a particular purpose. The Company shall not be liable for any improvement or alteration of the Software.

The fee for the Services is provided to you in the Account. The Company reserves its right to adjust the fees stated on the Website from time to time.

Due to the exchange rate difference, the difference in the time of the transaction, as well as other circumstances affecting the exchange rate, the amount of the real price may be different from that stated.

Full details of our Privacy Policy can be found at Privacy Policy . You shall read and agree to the Privacy Policy before using our Service, so that you know the data that the Company collects, uses and who the Company shares the data with.

You agree that we may decide to suspend or terminate your Account and limit your access to our Services without prior notice and at our own initiative in the following case listed below (this is non-exhaustive list):

• We believe that you are in breach of these Terms, End User License Agreement or other applicable agreement;
• We believe that your acts may be damaging to our reputation;
• We are required to do so by a law enforcement order or any other competent authority;
• We believe that you are engaged fraudulent and/or illegal activities;
• We have reasonable grounds to suspect you in violation or circumvention of economic sanctions and trade restrictions;
• We suspect unauthorized and/or fraudulent access to your Account, or believe that your login credentials have been used to gain access to your Account without your consent and/or knowledge;
• We believe the security of your Account has been compromised;
• We have reasonable grounds to suspect money laundering, terrorist financing, fraud or other financial crime;
• Your Account is a subject to any ongoing/pending litigation, investigation and/or legal proceedings;
• Your Account is a believed to be a subject to potential non-compliance and heightened risks in regards to the regulatory norms and requirements;

We may send you a prior notice indicating the reason for the account suspension and giving you a reasonable time to respond or perform the necessary changes which will allow you to use our Services again.

You agree that we reserve the right to suspend or terminate your Account without specifying reasons. You further acknowledge that non-disclosure of reasons for a suspension or termination decision may be based on internal confidential criteria that are classified as such for the purposes of maintaining security and ensuring compliance with the relevant legal requirements associated with risk mitigation and due diligence procedures. We refrain from disclosing such criteria to any unauthorized third party under any circumstances.

IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE TO YOU FOR: ANY DIRECT DAMAGES OR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE SOFTWARE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, WHICH HAVE RESULTED FROM: (I) YOUR USE OF, OR CONDUCT IN CONNECTION WITH, OUR SERVICES; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SERVICES OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION).

IN NO EVENT SHALL OUR LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY U.S. DOLLARS ($USD 50.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, and our respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors, from and against any and all claims, damages, obligations, losses, liabilities, tort, costs or debt, and expenses (including, but not limited to, attorney’s fees or other legal costs) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning our Service; (c) violation of any third party content (d) your violation of the Terms or the End User License Agreement; or (e) your violation of any law, rule, or regulation, or the rights of any third party.

The Services are provided “as is” and the Company hereby makes an express disclaimer of all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose

Without limiting the foregoing, the Company makes no warranty of any kind that the Services or any products or results of the use thereof will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software system or other services, or be secure, accurate, complete, free of any harmful code or error.

The Company does not provide any investment advisory service, due diligence, brokerage, financial management, tax, accounting or any other professional service. Any advice or information obtained through the Company’s Service will be used by you and your authorized person solely at your own risk.

You are permitted to use the Services provided through the Website only as expressly authorized by the Company pursuant to these Terms.

All components and content on the Website, as well as the Website as a whole belong to the Company and are protected with, including, but not limited to copyright, trademarks, trade secrets. All rights reserved.

The Company grants you a non-exclusive, limited, non-transferable, freely revocable license, subject to these Terms and End User License Agreement, to access and use the Services, and related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by the Company from time to time. Any other use of the Content is expressly prohibited and all other right, title, and interest in the Content is exclusively the property of the Company 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.

By posting, uploading, inputting, providing or submitting any content to the Company (the “User Content”), you grant the Company and any necessary sub-licensees a non-exclusive, worldwide, perpetual, right and permission to use, reproduce, copy, edit, modify, translate, reformat, create derivative works from, distribute, transmit, publicly perform and publicly display the User Content and sub-license such rights to others.

You are responsible for maintaining the confidentiality of any User content and any of its non-public information. You agree to notify the Company immediately of any unauthorized use of the User Content, or any other breach of security. The Company will not be responsible or liable for any loss or damages that you may incur as a result of someone else using the User Content, either with or without your knowledge. However, you could be held liable for losses, expenses and costs incurred by the Company or another party due to someone else using the User Content.

Although the Company has no obligation to screen, edit or monitor the User Content, the Company reserves the right, and has absolute discretion, to remove, screen or edit the User Content. Furthermore, if the Company has reason to believe that there is likely to be a breach of security, or if you breach any of its obligations under these Terms, End User License Agreement or the Privacy Policy, the Company may suspend your use of the Services at any time and for any reason.

The Company may display on the Website some third-party content, advertisements, links, promotions, logos and other materials (collectively, the “Third-Party Content”) for your convenience only. The Company does not approve of, control, endorse or sponsor any third parties or Third-Party Content, and the Company makes no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content.

You shall carefully read the terms and conditions of the Third-Party Content and decide on your own risk if you will agree to such terms and conditions. The Company is not responsible for any Third-Party Content and services provided to you by third parties.

These Terms set forth the entire understanding between the Company and you with respect to the Service. You agree to rely only on the Terms. These Terms supersede any previous statements made by the Company.

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

12.1. Term. This Agreement shall govern the relations between you and the Company during or while you use (or misuse) the Services.

12.2. Waiver. No action or inaction on the part of the Company shall be considered a waiver of any right or obligation by the Company.

12.3. Force Majeure. The Company shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, and shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.

12.4. Assignment. You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms without any notice or consent from you. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

12.5. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to it will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Services and will be legally bound by these notices.

These Terms shall be governed by the laws of Estonia and you agree to submit to the non-exclusive jurisdiction of the Estonian courts.

You agree that the information regarding any arbitration proceedings, including but not limited to the information of any arbitral award, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by law.

If you have any questions regarding these Terms, your rights and obligations arising therefrom and/or your use of the Website please contact us at [email protected].