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Terms and Conditions
This UAB GAINS Associates Terms of service agreement (the “Agreement“) governs the contractual relationship between UAB GAINS Associates as a service provider and any natural person as a service user.
1.1. UAB GAINS Associates is a legal entity, incorporated in Lithuania, legal entity code 306072760, address J. Jasinskio g. 16B, LT-03163, Vilnius, Lithuania (the “Company”). The Company is acting as a service provider under the Agreement.
1.2. Any person using Company’s services/systems is considered to be a client of the Company under this Agreement (the “Client” / “You”). The Client can be a natural person.
1.2.1. The Company offers services only for natural persons of legal age.
1.2.1.1. Company’s services are not for use by minors and individuals under the age of 18 years.
1.2.1.2. Company’s services are not for use of individuals who can be considered minors or under the age of majority adulthood in their specific jurisdiction(s).
1.2.1.3. Company’s services are not for use of individuals accessing or using the services from any jurisdiction in which it is illegal to do so.
1.2.1.4. Company’s services are not for the use of individuals who are sanctioned or considered to be Politically exposed persons (“PEP”).
1.2.2. The Company does not have the ability to verify the legality of services’ usage in every jurisdiction. You, as a natural person, as well as a user of the Company‘s services, shall be responsible for making sure You are eligible to use the Company‘s services and such usage is lawful.
1.2.3. You warrant to the Company that You are: (i) aged 18 or over, (ii) of the age of majority in your jurisdiction, (iii) accessing the Services from a jurisdiction in which it is legal to do so.
1.2.4. The Company does not offer services for legal entities. If You are using services on behalf of a legal entity upon legal entity’s delegation/order of any kind, You as a natural person remain solely responsible for the usage of Company’s services in relationship between You, as a user, and the Company.
1.3. The Company owns and operates digital ecosystem which is composed of the website https://app.gains-associates.com/, mobile application https://gains-associates.com/, both also called GAINS Private, also website https://youmeme.com/homepage as well as other applets and applications and/or web platforms that are developed to offer Company’s services, including independently-operated platforms, websites and projects within the Company’s digital ecosystem (together - the “System”). The System is a permissionless platform primarily intended for token sales, swaps, and decentralized exchange involving the sale of utility tokens; additionally, while using the System, the Client can enjoy various services in decentralized and community-driven space.
1.4. The Company provides multiple services (together - the “Services”):
1.4.1. The Client can purchase utility tokens from a list of various startups (the “Project” or “Projects”) available on the System (the “Purchase”). The list of the Projects is available at the section “Deals” of the System while logged-in into the users account (Account). You shall be obligated to pay the Purchase fee for the Company as indicated in the System. The Company’s fee might vary upon sole decision of the Company. The actual applicable percentage shall always be indicated in the System. You shall always check the applicable fee before making the Purchase. The fee shall be deducted as indicated in the Clause 3.5.3.
1.4.1.1. The Company uses a protocol built for cross-chain token sales enabling startups (Projects) to raise capital in an interoperable environment using smart contracts.
1.4.1.2. The list of startups (Projects) and their tokens that are available for Purchase is non-finite and can be changed on a sole discretion of the Company.
1.4.1.3. Before completing the Purchase You should always check the System for Projects / token availability, as well as for detailed information on the token, its features, Project and any other important information that can have an impact on Your decision. All and any information about the Project and its token/tokens published on the System is provided by the Project and the Company is in no way responsible for the correctness and accuracy of the provided information. By using the Services, You acknowledge that the provided information on the Project/token is only the summary and not a full-length analysis and You acknowledge understanding that in order to get more detailed/up-to-date/accurate data You should always check the information available in the public domain, as well as on the Project’s official website.
1.4.1.4. The Company makes no warranty as to the merit, legality or juridical nature of any token (including whether or not it is considered a security or financial instrument under any applicable Securities Laws).
1.4.1.5. By conducting the Purchase of token/tokens, You, as a Client agree and acknowledge Your understanding that You are purchasing the tokens from the Project, not from the Company and that the Company is in no way responsible for the features of such tokens, as well as for the final outcome of such purchase; all and any legal claims and disputes regarding Project tokens purchased by You while using the System shall occur between the Project(s) and the Client and shall not involve the Company, whose role is limited to creating the conditions for this relationship to take place.
1.4.2. The Client can participate in various events organized or sponsored in any way by the Company both live and online; the Client can participate in various contests and/or competitions organized within the System (or in the Company’s digital ecosystem) both as a participant or as a voter; the Client can participate in decision-making process within the System (the “Participation”).
1.4.3. The Client can have access and use various tools for creative purposes, for example, tools to make graphic, video, piece of text, etc. creations that can be shared and published on the internet, including within the System (or in the Company’s digital ecosystem) (the “Tools”).
1.4.4. The Client can use and/or be provided by end-to-end solutions for fundraising and community building by getting advisory, marketing and technical support (the “Support”).
1.4.5. The Client can integrate its social media account/accounts within the System and use customized and user-friendly solutions on the System, as well as access private groups for communicating own content (the “Integration”).
1.5. By using Participation, Tools, Support, Integration services You may be granted various additional benefits, for example:
1.5.1. By interacting with the Company by reacting to Company’s social media posts, You may increase Your score that may increase Your abilities to use other Services (for example, to make a Purchase that is bigger than allowed for the Clients with lower score). Possible interacting options are available in the section “Social Task” on the System while logged-in to Your Account (please see Clause 2.2).
1.5.2. By participating in events or competitions and/or by winning any competitions, as well as by participating in any other projects as per Company’s requests You may be rewarded in $GAINS (please see Clause 2.1.2), Projects’ token, or in other rewards such as stable coin. Rewards are selected and granted upon sole discretion of the Company and may differ from time to time.
1.5.3. By integrating Your Telegram account You may be allowed to reach private Telegram groups with various additional information (for example, investor‘s groups).
1.5.4. By integrating Your social media accounts, You may be able to customize Your profile seen on the Systems.
1.6. Additional benefits are applied upon sole discretion of the Company in accordance with the terms indicated in the System while publishing such options.
1.7. By Using the Services in any scope, You are acknowledging having adequate and sufficient knowledge about the cryptocurrency market, as well as (but not limited to) about the features of utility tokens. Before ordering any of the Services You are encouraged to seek professional advice if necessary. Additionally, You are aware that:
1.7.1. The information contained in or provided on or through the System/Services is not intended to be and does not constitute financial advice, trading advice, or any other type of advice.
1.7.2. The Company is a for-profit corporation proceeding to the various projects, like early-stage private sales, crypto related startup company funding, for the purpose of financing its business activity. The Company is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Company is not a financial institution or a financial service provider.
1.7.3. The Company is not liable for any possible misinterpretation of the Agreement.
1.8. Full list of the Services and their features are indicated in the System.
1.8.1. The Company shall have a right to change the list of Services, as well as any or all features of the Services, from time to time, without any prior notification to the Client.
1.8.2. The Client shall be entitled to use the particular service of the Services for which the Client has paid in full, only for the paid period as per the rules indicated in this Agreement.
1.8.3. Company’s Services and System are available globally with restrictions in some areas due to regulatory restrictions. The Client shall be obligated to make sure it is legal to access System / use the Services in Client’s location.
1.9. By using the System, creating an account within the System and by ordering/purchasing/using the Services in any scope You are agreeing with the Agreement and any other rules governing Services / Systems. For the avoidance of doubt, by using Services/System, You acknowledge reading the Agreement and understanding that You have entered to a legally binding agreement between You, as a user, and the Company, as a service provider. Additionally, You acknowledge being aware that this Agreement contains important provisions.
1.10. If You are using YouMeme part of the System (https://youmeme.com/homepage), You shall be aware that this Agreement is mutatis mutandis applicable to the use of YouMeme together with the Terms of Service available on YouMeme website: https://youmeme.com/agreement. For the avoidance of doubt, the Agreement and Terms of Service on YouMeme website together conclude terms of use of the YouMeme system. In case the rules overlap, the rules of Terms of Service on YouMeme website have priority and the Agreement applies to the extent that the matter is not covered by the Terms of Service.
1.11. This Agreement takes effect at its full scope at the moment You sign up within the System by creating an account as indicated in Clause 2 of this Agreement. The rules of this Agreement mutatis mutandis are applicable to the use of System prior to/without signing up to the System / creating the Account (please see Clause 2.2), including but not limited to, the rules set forth in Company’s Privacy Policy.
1.12. You can contact the Company by filling a Contact Us box in the System in the “Contact” section, as well as by sending an email to contact@gains-associates.com. For the matters regarding this Agreement, we recommend contacting the Company via email, by sending your inquiry to contact@gains-associates.com.
1.13. The Company shall have the right to unilaterally modify and/or update the Agreement at any time without notice. The continuous use of the Services by the Client shall be deemed as acceptance of Agreement in the last and most updated version. Any Client shall periodically check and assess the Agreement. The latest version of Agreement shall be available at https://www.gains-associates.com/terms-conditions. You are entitled to get a copy of any previous version of the Agreement that was valid during the period You have been a Client.
1.14. By Agreeing to this Agreement, You acknowledge and agree that the Company may process Your personal data without Your consent where processing is necessary for the performance of the Agreement to which You are a party.
1.15. If You disagree to be bound by the terms and conditions of this Agreement in any scope or way, You must not use or must immediately cease Your use of the System/Services or any part of them, as well as its features and functionalities.
2.1. In order to gain access to Services/use Services the Client shall:
2.1.1. Create an account within the System;
2.1.2. Purchase and hold a specific number of GAINS tokens (the “$GAINS“). $GAINS is a ERC20 type token. More information about the $GAINS and how to purchase it is available on third party website: https://www.coingecko.com/en/coins/gains.
2.2. If You wish to use the Services, You must register within the Systems by filling the registry form and providing necessary information / confirmations. The registry form is available at https://app.gains-associates.com/register. Once all steps are fulfilled, You will be able to use Your user’s account (the “Account”).
2.3. Upon using the Systems, the Client shall allow cookie use by customizing the preferences or by allowing all cookies. The Client must read the terms and conditions applicable to cookies used by the Company for the provision of the Services and proper usage of the System. The latest version of Privacy Policy, containing cookies’ policy, is available at https://www.gains-associates.com/privacy-policy.
2.4. Upon filling the registration form, the Client must provide:
2.4.1. Personal information.
2.4.2. Valid email address.
2.4.3. Unique password, created by the Client.
2.4.4. A confirmation that the Client agrees to the Agreement and Privacy Policy of the Company.
2.4.5. A confirmation that the Client is a natural person (not a robot).
2.5. Alternatively, the Client can use Client’s Google Account to register/log-in into the System. More information about using Your Google Account for registration/logging-in is available at https://support.google.com/accounts/answer/112802?hl=en&co=GENIE.Platform%3DDesktop.
2.6. It is mandatory for the Client to accept Agreement, Privacy Policy and any other rules governing Services / System (if any). For the proper provision of certain Services the Company shall have a right to ask You to verify Your identity or any provided information (for example, to verify Your email address). All verifications shall be done in accordance with rules set forth in the Privacy Policy.
2.7. The Client might be asked to perform a test to tell computers and humans apart and to complete it successfully as a mandatory step for creating an Account. The Client may be asked to perform such tests while completing logging-in procedure or when confirming order of the Services or at any other stage at the discretion of the Company.
2.8. The Client shall always carry out the email verification step by clicking on an active link received in the registered email or proceed with any other verification procedure set by the Company.
2.9. The Company shall be entitled to change the list of required information by modifying, adding, or reducing the list of data needed for the creation of an Account.
2.10. The Client may add its existing cryptocurrency wallet (for example, MetaMask wallet) within the System. The list of possible wallets to be added by the Client is available in the System’s “Wallets” section while logged-in into the Account. The Company shall be entitled to change the list of wallets available for adding.
2.11. The Company shall be entitled to ask You to re-submit or renew any of the data needed for the creation of the Account / ordering the Services. Such request can be made at any time periodically or on ad-hoc basis, upon the Company’s decision.
2.12. By creating the Account, the Client declares that the information provided to the Company is true, complete, valid, up-to-date and that the Client is the owner / has legitimate ground for the usage of resources indicated. For the avoidance of doubt, the Client confirms using its own email address and other data, using its own cryptocurrency wallet, etc.
2.13. The Client shall not share its log-in credentials with any third-party or unauthorized person. The Account is strictly for own use and cannot be used to use Services on behalf of another individual or entity.
2.14. As a preventive security measure, the Company recommends that every Client uses the two-factor authentication identification components ("2FA").
3.1. After successfully completing steps indicated in the Clause 2.1. every Client shall be classified into one of the following tier groups depending on the number of $GAINS allocated:
3.1.1. Tier 5 (“Planktons”) – starting from 1,000 $GAINS to 10,000 $GAINS.
3.1.2. Tier 4 (“Fishes”) – starting from 10,000 $GAINS to 30,000 $GAINS.
3.1.3. Tier 3 („Dolphins“) – starting from 30,000 $GAINS to 100,000 $GAINS.
3.1.4. Tier 2 („Sharks“) – starting from 100,000 $GAINS to 200,000 $GAINS.
3.1.5. Tier 1 („Whales“) – starting from 200,000 $GAINS.
3.1.5 Pre-tier group - the Client shall be included in the pre-tier trading group (“GAINS microcaps / Uniswap Risky Calls”) allowing Clients to engage in communication regarding high-risk and small market cap investment related discussions. The Client has to allocate 6,000 $GAIN to be classified into the pre-tier group.
3.2. Every Service available on the System may have different requirements and terms of use that are additional to this Agreement. By concluding this Agreement, the Client agrees to the rules of the Service provided and described on the System.
3.3. Every Service from the list indicated in the Clause 1.4. requires the Client to belong to a Tier as indicated in Clause 3.1., where Tier 1 embodies utilities of Tiers 4-2, and different number of $GAINS to be allocated to enable a certain service from the Service list. Having no $GAINS or an amount lower than indicated in the Clause 3.1.1. assigns the Client into non-Tier group with limited usability of System/Services.
3.4. To use a certain Service, the Client shall allocate and lock a certain amount of $GAINS within a smart contract according to the indications on the Service that can be seen while logged-in the Account. The outcome of the wallet scan determines whether or not the Client will be allowed to participate in/use any of the Services by accessing one of the 4 Tier groups.
3.5. Without prejudice to other rules set in this Agreement, the Purchase shall be carried out in accordance with the following rules:
3.5.1. If the Client wishes to make a Purchase as indicated in the Clause 1.4.1., the Client contributes in USDC stablecoin or any other virtual currency as indicated in the System, according to the instructions on the Service.
3.5.2. The delivery of the Project tokens to the Client as a result of Purchase shall be governed by a smart contract and shall follow the vesting schedule described on the Service. The vesting schedule can be changed upon the sole decision of the Project before or during the start of it, therefore You shall evaluate this circumstance before making a Purchase and check the current status of vesting schedule during the Purchase.
3.5.3. The amount of Project Tokens to be distributed to the Client is always subject to a certain percent deduction due to the Company’s fees. The Company’s fee might vary. The actual applicable percentage shall always be indicated in the System before making the Purchase.
3.5.4. The Client shall stake the amount of $GAINS for a period of 12 months to maintain their tier. If the Client fails to maintain a certain amount of $GAINS in the smart contract for the 12 month period, the Client shall lose its tier. After the 12 month period ends, the Client can either withdraw or re-stake the amount of $GAINS for the following 12-month period to maintain in a tier with a possibility to participate in new Purchases.
3.5.5. The Client shall be solely responsible for evaluating and determining the suitability of concluding the Purchase of Project tokens. The Client acknowledges, agrees, and understands that the Company is not responsible for the business conduct of the Project, nor for adherence to the information, vision, mission, business strategy, and objectives communicated by the Project.
3.5.6. The Company shall be absolved from any responsibility regarding the Project’s outcome. By accepting this Agreement and accessing the Company, the Client consents to stake its $GAINS for a specified period of time without the possibility to unstake before termination of the stake period. The Company is not responsible in case of the hack on the smart contract or any other technical issue.
4.1. The Company retains all authority over the issuing, maintenance, and closing of the Services in any capacity. The decision of the Company’s management, concerning any use of the Service, or dispute resolution, is final and shall not be open to review or appeal.
4.2. Without prejudice to any other rights, if the Client breaches in whole or in part any provision contained herein, the Company reserves the right to take such action as it sees fit, including terminating this Agreement or any other agreement in place with the Client, applying penalties as indicated in the Clause 4.7., and/or taking legal action against such Client.
4.3. In instances where the Account holder does not match the owner of the Account, or if there are any other discrepancies between the provided information, the Company might not be able to proceed with the provision of the Services. The Company reserves the right to suspend any provision of the Services (in part or in full) and/or to remove access to the Account at any time upon the decision of the Company.
4.4. In addition to the Clause 4.2., the access to the Account may be denied / removed and the Service provision may be suspended at the discretion of the Company if:
4.4.1. The Client breached material obligations under this Agreement (for example, an obligation to pay in full and in time for the Services ordered), violated its warranties or breaches confidentiality obligations.
4.4.2. The Client is not of a legal age as per the requirements of the applicable law.
4.4.3. The Client is using Services / reaching System from the Prohibited jurisdiction / Restricted Jurisdiction.
4.4.4. The Client uses Services in an unacceptable way (for example, for illegal purposes like to commit fraud).
4.4.5. The Client violates any other policy set by the Company and applicable to the Client.
4.4.6. The Client’s actions in any way poses security, reputational, financial or other risks to the Company, its affiliates, any other third-party, proper functioning of the System, proper provision of the Services to any other person.
4.4.7. The Client in any way or form engages other clients of the Company by offering similar by nature services that are provided by the Company. It is prohibited to entice other clients of the Company with a goal to offer/sell services that are provided by the Client itself, or by other natural or legal persons. The act of engaging other clients of the Company with the aim to entice Company’s clients in any way is a breach of this Agreement itself, regardless of whether any clients accepted the offer.
4.4.8. The Clients actions are in any way in a breach of any applicable law or regulation, including generally accepted rules of good morals.
4.5. In case the Client’s right to access the System or to use the Services is suspended, the Company shall inform the Client by providing a written notice via email. Such notice should include the reason for suspension, the term of suspension (if the suspension is indefinite, the notice should indicate so), any action the Client needs to take in order to eliminate the violation (if any) in order to lift the suspension.
4.6. In case the Client is given an opportunity to eliminate the violation, the Company shall give an appropriate time period for the Client to do so. The decision whether to set a time period and if so, for what duration, is at the sole discretion of the Company.
4.7. In addition to Clauses 4.2.-4.4., 11.2, the Company shall have a right to apply a penalty to the Client in case of the violation of this Agreement following the following rules indicated in the Clauses 4.7.1.- 4.7.3. The decision on the evaluation of the violation, as well as penalty applicable to the certain instance is at the sole discretion of the Company. As a Client, You acknowledge understanding and accepting the risks associated with violations of this Agreement, including any financial losses.
4.7.1. In case of a material breach of the Agreement, when the Company makes a decision to terminate the Agreement with You, the Company shall be entitled to expropriate sums received from You, including but not limited to Purchase price and Company’s fee, any rewards, and any Projects’ tokens receivable as a result of the Purchases You made.
4.7.2. In case of a breach of the Agreement that is deemed as not being a material breach, or in case of a breach that is deemed as a material breach that can be rectified/is rectified (for example, as it is indicated in the Clause 4.6.) by the Client, the Company shall be entitled to expropriate the following sums received from You: the Company’s fee, up to 10 percent additional fee calculated from the Company’s fee, and to suspend Your Account (access to it) to a period of time, selected by the Company.
4.7.3. In case of a minor breach of the Agreement, that does not constitute a need to terminate the Agreement or to suspend the Account, the Company shall be entitled to expropriate the following sums received from You: Company’s fee, up to 10 percent additional fee calculated from the Company’s fee.
5.1. Subject to this Agreement, the Company grants You a non-exclusive, personal, limited, non-transferable and revocable license to use the Company materials solely in connection with Your use of the System and Services on your personal computer or other device that accesses the internet. You might need to order and pay for a certain Service / Service package to use the System and be granted the limited license. For the avoidance of doubt, the Client acknowledges its understanding that the duration and scope of the license granted is inextricably linked to the Services ordered / paid for by the Client.
5.2. The System and the Services are intended solely for the Client’s personal use.
5.2.1. The User is only allowed to use the Services for personal use, and shall not create multiple Accounts, including for the purpose of collusion and/or abuse of Services.
5.2.2. The Client is entitled to use the Services only in conformity with the laws of its country of residence and of the country from which it accesses the Services.
5.3. The Company materials may not be used for any other purpose than indicated in this Agreement, and this license terminates upon Your cessation of use of the System or Services or at the termination of this Agreement.
5.4. The Company shall have a right to cease supporting the System or its part or any functionality of the System at any time for any period of time. In such event Client’s license to use the System shall be automatically suspended.
5.5. Unless otherwise stated, the Company and its licensors are the sole holders of all rights in and to the System and material on the System, Services and code, technology, organization and structure, architecture, including copyright, trade secrets, intellectual property and other rights. The Client acknowledges that all and any intellectual rights including but not limited to the infographics, data, reports, specifications and any other materials in any medium, which were prepared by the Company and/or developed by the Company in connection with the System are the sole and exclusive property of the Company.
5.6. The Client obliges not to violate any intellectual rights owned or sought to be protected by the Company and shall use all such intellectual property for intended purposes only. This includes the copyrighted and protected merchandise, resources and Company’s logo and trademarks. The Client shall not (each of the above, together with Clause 5.2. herein defined as an "Unauthorized Use").:
5.6.1. Republish, create derivative works, reverse engineer or attempt to extract the source code, decompile, modify, or disassemble any material from the System/Services.
5.6.2. Distribute, sell, rent or sub-license material from the System/Services.
5.6.3. Show any material from the System/Services in public.
5.6.4. Reproduce, duplicate, copy or otherwise exploit material on the System/Services for a commercial purpose.
5.6.5. Redistribute material from the System/Services.
5.6.6. Edit, translate or otherwise modify any material on the System/Services.
5.6.7. Interfere or attempt to disrupt the System and/or Service in any way, including but not limited to use the System/Services in any way that causes, or may cause, damage to the System/Services or impairment of the availability or accessibility of the System/Services.
5.6.8. Use the System/Services in any way that is prohibited by applicable laws or regulations. The Client shall solely make legal use of the Services, and any illegal or inappropriate use of the Services is banned. In particular, the Client agrees to browse the System and use the Services lawfully and without any violation of the Agreement or any applicable law and agrees not to do any of the following actions in connection with its use of the Services:
5.6.8.1. Access or use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit anyone from fully enjoying the Services, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behavior or content.
5.6.8.2. Access or use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates this Agreement or any other terms or policies provided in connection with the Services.
5.6.8.3. Intimidate or harass any person or entity, or falsely state or otherwise misrepresent the Client or the Client’s affiliation with any person or entity.
5.6.8.4. Damage, disable, overburden, or impair the functionality of the System and/or Services in any manner.
5.6.8.5. Distribute or post spam, unsolicited or bulk electronic communications, advertising, solicitations, promotional materials, chain letters, or pyramid schemes.
5.6.8.6. Upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the System and/or Services or the interests or property of the Clients or the Company.
5.6.8.7. Use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by the Company to access the System and/or Services or to extract data or information from the websites, including but not limited to the System.
5.6.8.8. Commercialize any application, code, or any information or software associated with the System or any related application and/or the Services without the prior consent of the Company.
5.6.8.9. Upload, post, transmit, distribute, store, or otherwise make publicly available on the System any personal data of other Clients, or of any third-party without that person’s prior explicit consent.
5.6.8.10. Harvest or otherwise collect information or data about other Clients without their consent or use automated scripts to collect information from or otherwise interact with the System and/or Services.
5.6.8.11. Upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of the Company is inappropriate.
5.6.8.12. Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the System and/or Services or assist another person to do any of the above acts.
5.7. The System and the Services are provided as is, and any exploitation of the System/Services or errors in program logic and/or code (bugs) constitutes a Unauthorized Use and a material breach of this Agreement. Any funds the Client may misappropriate in this manner pursuant to this clause shall be considered void and the immediate property of the Company, without limit.
5.8. The Agreement, including terms and conditions regarding the license, applies to all versions of the System, as well as any separate functionality and/or its derivatives.
5.9. The Company reserves any and all rights implied or otherwise, which are not expressly granted to the Client hereunder and retain all rights, title and interest in and to the Services/System. You agree that You will be solely liable for any damage, costs or expenses arising out of or in connection with the commission by You of any Unauthorized Use.
5.10. You shall notify the Company immediately upon becoming aware of the commission by any person of any Unauthorized Use and shall provide the Company with reasonable assistance with any investigations it conducts in light of the information provided by You in this respect, as well as for the investigations that were initiated by authorities or by the Company.
5.11. In case You discover a bug or error that may lead to an exploit of the Services and/or the System or loss of funds in any way for the Company, you shall have the responsibility to notify the Company at contact@gains-associates.com in a timely manner, no later than within 3 business days. Any attempt by You to use such a discovered exploit or bug for illicit financial gain is illegal and strictly prohibited under this Agreement. The Company reserves the right to prosecute to the fullest extent of the law anyone who exploits or attempts to exploit the System and/or the Services in an unlawful manner. Such exploits or bugs should be disclosed in a responsible manner and in strict confidence with contact@gains-associates.com and no other entity.
5.12. The term "GAINS Associates", its domain names and any other trademarks, or service marks used by the Company as part of the Services, are solely owned by the Company. In addition, all content on the website, mobile application or any other part of the System, including, but not limited to, the images, pictures, graphics, photographs, animations, videos, music, audio and text (the " Content") belongs to the Company and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Services, You obtain no rights in the Content and/or the trade marks, or any part thereof. Under no circumstances may You use the Content and/or the trademarks without the Company’s prior written consent. Additionally, You agree not to do anything that will harm or potentially harm the rights, including the intellectual property rights of the Company.
5.13. The ownership of content that was created by You while using Tools service shall be governed by the rules indicated in the Terms of Service of YouMeme that are available here: https://youmeme.com/agreement.
6.1. As a Client, You acknowledge understanding and accepting the following risks associated with the use of System and Services. Not limited to these examples, You acknowledge being aware of the inherent risks set forth above and hereinafter:
6.1.1. Blockchain technology and crypto-assets risks: Blockchain technology and crypto-assets carry significant risks, including but not limited to the possible loss of all value allocated in crypto-assets. Such risks arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market and other factors that might not be known at the time being due to the fast-changing technological and legal environment. You shall always be aware that:
6.1.1.1. THERE IS A RISK OF LOSING CRYPTOCURRENCY AND OTHER FUNDS OF VALUE WHEN USING THE SERVICES, AND THE COMPANY HAS NO RESPONSIBILITY TO YOU FOR ANY SUCH LOSS. YOU SHALL USE THE SERVICES AT YOUR OWN OPTION, DISCRETION AND RISK.
6.1.1.2. CRYPTOCURRENCY VALUES CAN FLUCTUATE GREATLY IN VALUE DEPENDING ON MARKET CONDITIONS.
6.1.1.3. THE CLIENT WARRANTS BEING AWARE OF THE VOLATILE NATURE OF CRYPTOCURRENCIES, AND HOLDING THE COMPANY AND ANY PURCHASED TOKEN, INCLUDING $GAINS HARMLESS FOR ANY LOSS OR DAMAGES ARISING FROM SUCH VOLATILITY.
6.1.1.4. You alone assume the sole responsibility of evaluating the merits and risks associated with using any information or other content on the System before making any decisions based on such information. You understand that the crypto market is characterized by high volatility, and You should be aware of the concrete possibility of losing the entirety of the funds You allocated in the crypto market. You should refrain from using funds You can't afford to lose when purchasing cryptocurrencies and other digital tokens.
6.1.2. Risk of software or other IT weaknesses: There is no guarantee or warranty that the process using System and/or Services will be uninterrupted or error-free, and there is an inherent risk that the software and associated technologies and theories could contain weaknesses, vulnerabilities or bugs.
6.1.2.1. Regardless of the Company’s efforts, the Company makes no warranty that the Services will be uninterrupted, timely or error-free, or that defects will be corrected. At any time and without notice the Company can disable access to any portion or feature of Services.
6.1.3. Regulatory risk: It is possible that certain legal systems apply existing regulations or introduce new regulations that have a negative impact on the current setup of the System, as well as usage of the System and/or Services. The Company will make every effort to abide with and always comply with all forms of the applicable regulation. However, the Client has an obligation to make sure its usage of the System/Services is in compliance with the applicable law.
6.1.4. Risk of theft and Internet vulnerability: The underlying software application and software platform, other software involved, other technology components and / or platforms might be exposed to electronic or physical attacks that can impair the ability to develop, implement or use System and/or Services.
6.1.5. Tax risk: The tax consequences of using the System/Services might have tax implications at the level of a Client; therefore You should consult Your own tax advisors regarding the tax consequences in connection with the System/Services.
6.1.5.1. The Client shall be solely responsible for any applicable taxes which may be payable on cryptocurrency transacted in any way by You through Your using the Services.
6.2. The Clients should not Purchase crypto-assets (including utility tokens of Projects and $GAINS) with funds they cannot afford to lose. The market value of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when purchasing, selling, or holding digital tokens. Furthermore, the Client is strongly encouraged to seek financial and legal advice regarding the use of crypto-assets and the use of the Company’s Services.
6.3. By using the Services You shall assume all risks related to the use of $GAINS and crypto-assets transactions.
6.4. By browsing the website/mobile application or by using the System in any other way, You acknowledge having read and understood the Agreement and agree to be bound by its terms and conditions and comply with the Agreement and all applicable laws and regulations. Additionally, You give Your consent once You tick the box “Accept Terms of Service and Privacy Policy” in the pop-up window that appears upon creating an Account. By giving Your consent, You confirm that Your level of English is sufficient to understand the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers and obligations contained herein.
6.5. You should be aware that SMS / messaging and email services are susceptible to spoofing and phishing attacks and should be careful when reviewing messages that claim to be from the Company. You should always log into Your Account via https://www.gains-associates.com/, use communication tools in the System or contact us via email by sending an inquiry to the address contact@gains-associates.com if You are unsure about the authenticity of a communication or notice. Note that phishing attacks often occur despite SMS or email or equivalent services, via search engines or advertisements in search engines or other fraudulent links. The Company takes no responsibility for any loss due to spoofing, phishing, or other equivalent attacks.
7.1. Services may be available for a fee or for free (for example, on a free-trial basis for a limited period of time). The Company shall have a right unilaterally, on its own discretion, to determine the cost of Services, the duration of the validity of the price, the applicable promotions and discounts, other rules related to the payment of the Services.
7.2. The latest and up-to-date list of applicable prices for every category of the Services / tier applicable to the certain groups of Clients is available on the System https://www.gains-associates.com/home. The Company shall have a right unilaterally, on its own discretion, to change the amount of $GAINS (indicated in Clause 3.1. of the Agreement) needed to be assigned to a certain tier.
7.3. The prices and the scopes of any Services can be changed by the Company without any prior notice. The Client shall always check the System for applicable prices and features for every Service before making an order.
7.4. If You are using Services on a free-trial basis, after the expiry of such trial, Your right to use the Services can be either suspended until You make a payment for further provision of the Service, or You will be able to continue to use the Service and the payment will be automatically charged from You as per Your payment details shared with the Company (if any). The actual applicable principle shall be determined by the Company and indicated in the description of the Service You are ordering on a free-trial basis.
7.5. Any subscription fees, as well as fees paid for a continuous Service, are non-cancelable and non-refundable.
7.6. Fees for the Services are indicated net of any withholding taxes or any other taxes. You, as a Client, shall be responsible for paying any applicable taxes, levies, duties or any other fees, if applicable.
7.7. The Client warrants using and providing cryptocurrency wallet information that is owned by the Client or that the Client has a right to use for the purposes as indicated in this Agreement. The Client shall update its information to always keep it up-to-date.
7.8. Any claims regarding the applied Services’ fee or amounts charged must be submitted in writing no later than 3 months after the date of application of the fee or the charging of the amount.
8.1. The Company has internal policy on prevention of money laundering and terrorist financing (“AML policy”). The AML policy is prepared in accordance with the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania No. VIII-275, Order of the director of the Financial Crime Investigation Service Under the Ministry of Interior of the Republic of Lithuania “On instructions to deposit virtual currency wallet operators and virtual currency exchange operators to prevent money laundering and / or terrorist financing”, and other European Union and national legal acts.
8.2. Any KYC, as well as other AML related action is done by the Company based on and in accordance with the above mentioned legal requirements and AML policy.
8.3. The Company and third parties working with the Company shall manage the personal data of the Clients as per the requirements of the EU REGULATION 2016/679 on data protection, also referred to as the General Data Protection Regulation (“GDPR”).
8.4. The Users consent the Company to gather Personal Data and other information to access the Service.
8.4.1. Without prejudice to other rules set in the Privacy Policy, the Company shall collect Your personal information (as indicated in the Clause 2.4. of this Agreement), ERC-20 EVM addresses, Your social media account information (in case You use Integration service).
8.5. The Company is committed to ensuring the protection of all personal information held. The Company recognizes its obligations in updating and expanding internal policies to meet the developing requirements of GDPR or similar international requirements. The Company is dedicated to safeguarding all personal information under its control and in maintaining a system that meets Company’s obligations under the GDPR requirements.
8.6. Cross-Border Data: Information that the Company collects may be stored and processed in and transferred between any of the countries in which the Company operates or utilizes services to enable the use of the information in accordance with this Agreement. The Client agrees to such cross-border transfers of personal information.
8.7. The Company uses the following social media accounts in order to engage with You and other third parties:
8.7.1. TikTok account - accessible using this link: https://vm.tiktok.com/ZMR1VEarX/. More information about data collected by TikTok and Your preferences is available here: https://www.tiktok.com/legal/page/row/privacy-policy/en
8.7.2. Instagram account – accessible using this link: https://www.instagram.com/gainsassociates/. More information about data collected by Instagram and Your preferences is available here: https://privacycenter.instagram.com/policy/
8.7.3. Telegram accounts – accessible using this link: https://t.me/GainsANN and https://t.me/GainsChat
8.7.3.1. The Company manages private Telegram channels (groups) for every Tier group. To belong in a certain Telegram channel, the Client shall belong in the particular Tier as indicated in Clause 3.1. The Company shall have a right to remove the access to the private Telegram channel for any Client that loses its Tier category.
More information about data collected by Telegram and Your preferences is available here: https://telegram.org/privacy?setln=en.
More information about Private Telegram channels is available here: https://telegram.org/faq_channels#q-how-are-public-and-private-channels-different
8.7.4. Medium account – accessible using this link: https://medium.com/gains-associates. More information about data collected by Medium and Your preferences is available here: https://policy.medium.com/medium-privacy-policy-f03bf92035c9
8.7.5. Discord account – accessible using this link: https://discordapp.com/invite/WebCxR3. More information about data collected by Discord and Your preferences is available here: https://discord.com/privacy.
8.7.6. Twitter account – accessible using this link: https://twitter.com/GainsAssociates. More information about data collected by Twitter and Your preferences is available here: https://help.twitter.com/en/rules-and-policies
8.7.7. Facebook account – accessible using this link: https://www.facebook.com/gainsassociates/. More information about data collected by Facebook and Your preferences is available here: https://www.facebook.com/privacy/center/
8.7.8. LinkedIn account - accessible using this link: https://www.linkedin.com/company/gains-associates/. More information about data collected by LinkedIn and Your preferences is available here: https://www.linkedin.com/legal/privacy-policy?trk=homepage-basic_footer-privacy-policy
8.7.9. YouTube account – accessible using this link: https://www.youtube.com/c/GAINSAssociates. More information about data collected by YouTube and Your preferences is available here: https://policies.google.com/privacy?hl=en
8.8. By using the Services You agree that any content created by You while using the Services (for example, while using Tools and/or Participation services) can be shared by the Company on its social media accounts upon sole discretion of the Company.
8.9. Protecting the Client’s privacy is very important to the Company. Before accessing and using any of our Services, You shall be required to review and consent to the Company’s Privacy Policy.
9.1. The Company at its own discretion may use or provide access to third parties to provide services like payment processing, register users, etc. The Client acknowledges accepting and understanding that in order to ensure proper use of System and provision of Services, Client‘s data may be disclosed to such third-party service providers.
9.2. The uses of third-party services are subject to the third-party’s terms of service. The Client acknowledges, accepts and understands that the Company is not responsible for the provision of such services, also, for processing of data performed by such third parties and that any and all disputes arising in relation to the third-party’s services shall be resolved directly between the Client and the respective third-party.
9.3. Any links on the System to third-party websites (including links to Project’s websites) are provided solely for Your convenience. If You access those links, You will leave the System. The Company does not endorse or make any representations about such third-party websites, and the Company is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on those websites.
9.4. Information on the System (or on related websites) is not promised or guaranteed to be correct, current, or complete, and the System may contain technical inaccuracies or typographical errors. Accordingly, You should confirm the accuracy and completeness of all posted information before making any decision related to any Services if in any doubt.
9.5. If You are using Integration service, You shall be aware that all third-party entities owning the integrated social media websites are operating in accordance with the internal policies of those entities and that the Company has no impact on them. The Company is in no way responsible for any possible data breach (for example, data leak) incident related to social media websites when You are using the social media via Integration services if such data breach occurred on the social media website / within the third-party owners of such social media websites or in any other way, on their side.
9.5.1. More information about the use of Instagram and Your preferences is available here: https://help.instagram.com/581066165581870/?helpref=uf_share
9.5.2. More information about the use of Facebook and Your preferences is available here: https://www.facebook.com/legal/terms
9.5.3. More information about the use of Telegram and Your preferences is available here: https://telegram.org/tos
9.5.4. More information about the use of Twitter and Your preferences is available here: https://twitter.com/en/tos
9.6. The list provided in the Clause 9.5. is non-finite and can be changed by the sole decision of the Company.
9.7. If You are using Participation, Tools or Support services, You shall be aware that the Company may be acting together with other third-party service providers (for example, the Company may cooperate with various third-parties like lecturers in order to organize an event) and You may be required to use third-party owned websites/systems (for example, You may need to use Youtube or any other streaming website in order to watch an event as part of the Participation).
9.8. When voting option is active during the Participation service, You may be required to use a third-party owned decentralizes governance platform Snapshot that is available at: https://snapshot.org/#/gainsassociates.eth. More information about the use of Snapshot and Your preferences is available here: https://docs.snapshot.org/introduction
9.9. When using Support service, You may be enabled to contact the Projects and engage in their further communication and community creation activities. The Company is not responsible for any information/communication received from or in relation to the Projects.
10.1. The Client agrees to fully defend, indemnify, and hold harmless the Company, its shareholders, affiliates, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, damages, losses, costs, expenses and liabilities, including reasonable attorney’s fees, resulting from or arising out of: (i) any breach of Client’s representations and warranties in this Agreement; or (ii) Client’s failure to comply with Client’s obligations under any and all laws, rules or regulations applicable to Client under this Agreement, except to the extent such violation arises out of Company’s failure to comply with Company’s obligations hereunder; (iii) violation by the Client of any third party rights; (iv) use by the Client of the Services.
10.2. Under no circumstances, including negligence, shall the Company be liable for any special, incidental, direct, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, non reception of tokens (including Project’s tokens) or any other pecuniary loss) arising out of the use (or misuse) of the Service even if the Company had prior knowledge of the possibility of such damages.
10.2.1. The Client acknowledges understanding that non reception of tokens can be a result of a human error and the Client accepts all risks associated. For the avoidance of doubt, it is stressed that a human error might occur in various ways, for example, a typing mistake of the recipient address. The Client is aware that token transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction, or control (or consent) of a majority of the processing power of the relevant blockchain, both of which in practice is more likely not to happen (due to the nature of blockchain technology). Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of tokens generally is not reversible, and there may be no adequate means of action to retrieve it/compensate it. The same is applicable to other possible cases of token misplacement, for example, theft conducted by a third party.
10.3. The Client may from time to time provide suggestions (feedback) to the Company. All suggestions are and shall be given entirely voluntarily. The Client acknowledges and agrees that suggestions, even if designated as confidential by the Client, shall not, absent a separate written agreement, create any confidentiality obligation for the Company. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the Company shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the suggestions provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. For the avoidance of doubt, the Client agrees that the Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services (and/or System) any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Services/System.
10.4. The Company disclaims any and all warranties, expressed or implied, in connection with the System and/or Services. The System and the Services are provided “as is” and You use the System and/or Services at Your own risk. It is expressly acknowledged and agreed by You that no representations and warranties of any kind, except those set forth in this Agreement, have been made by the Company to the Client with respect to the System/Services, including its quality, fitness for purpose, completeness or accuracy. and that any statements whatsoever made by the Company to the Client outside of this Agreement are not material and have not been relied upon by the Client.
10.5. No waiver by the Company of any breach of any provision of this Agreement (including the failure of the Company to require strict and literal performance of or compliance with any provision of this Agreement) shall in any way be construed as a waiver of any subsequent breach of such provision or of any breach of any other provision of this Agreement.
10.6. Nothing in this Agreement shall create or confer any rights or other benefits in favor of any third parties not party to this Agreement.
10.7. Nothing in this Agreement shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between You and the Company.
10.8. You, as a Client, shall be solely responsible for making sure You are able to use Services and access System, meaning You shall be responsible for any hardware, software or other technical requirement (for example, mobile data, internet connection) compatibility. You acknowledge that the telecommunications networks, blockchain networks (such as Binance Smart Chain, Polygon and Ethereum) and Internet access services required for You to access and use the Services are entirely beyond the control of the Company and the Company shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same.
10.9. If You are not able to access System and/or use Services due to lack of compatibility with Your technical gear (in a broad sense), You may seek advice in the Company’s Blog (available at https://medium.com/gains-associates/articles/home) or by contacting the Company via email by sending an email to contact@gains-associates.com. In any case, the Company shall not be obligated to provide You with solution, advice or instructions in any sense in regards to the compatibility.
11.1. The Company may terminate or suspend Your Account as per the rules indicated in this Agreement.
11.2. Any Party shall have a right to terminate this Agreement by terminating the Account. In case the Account was terminated due to a violation of this Agreement in any way, the Client shall not be entitled to receive any refunds (of any sums, including but not limited to Purchase price and/or Company’s fee) / rewards upon the termination.
11.3. Upon termination, Your right to use the Services will cease immediately. Termination of the Agreement shall not eliminate the Client’s obligation to pay for the Services in full.
11.4. If You wish to Terminate the Agreement, You can select the option “Delete account” by following steps in the section “Settings” at the System while logged-in into Your Account. Your account will be automatically suspended (You will not be able to log-in) and after a 30 day period from the day option “Delete account” was used, Your Account will be deleted without a possibility to renew Your Account. If within a period of 30 days starting from the day You chose option “Delete account” You decide to continue using the System, You can contact the Company by sending an inquiry via email. The Company may renew Your Account at the sole discretion of the Company during the mentioned 30 day period.
12.1. The laws of the Republic of Lithuania shall govern this Agreement and Your use of the System/Services. Your use of the System/Services may also be a subject to other local state, national or international laws.
12.2. You irrevocably agree that, subject as provided below, the courts of the Lithuania shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom and irrevocably waive any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this clause shall limit the right of the Company to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
12.3. Any dispute is personal to the Client and the Company, and any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The Client agrees that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.
12.4. In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
12.5. If You have any concern or dispute about the Services/System, You agree to first try to resolve the dispute informally by contacting the Company by sending an email to contact@gains-associates.com. Should any dispute not be resolved to Your satisfaction You may pursue remedies in the governing law jurisdiction as indicated in this Agreement.
12.6. The Company expressly prohibits and rejects the use of its system/Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various jurisdictions’ laws, regulations and norms. To that end, the Services are not offered to individuals or entities on any PEP list, or subject to any United States, European Union, or other global sanctions or watch lists. By using the System/Services, You represent and warrant not being on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (the “Sanctions Lists”).
12.7. The System and the Services are of such nature that can be globally distributed and used – this is because of the global nature of the IT sector. Thus, the use of System and Services may be included in the sanction list.
12.8. Each party shall comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders in the jurisdictions that apply directly or indirectly to the Services/System.
12.9. If You become placed on any Sanctions List, You shall immediately discontinue Your use of the Services/System. Failure to do so can result in Your Account being suspended or terminated.
12.10. The Company shall have a right not to allow its Services to be accessible in certain jurisdictions/territories.
12.10.1. Persons located in or residents of the following countries/regions: Afghanistan, Barbados, Burkina Faso, Cambodia, Cayman Islands, Republic of North, Korea, Haiti, Iran, Jamaica, Jordan, Mali, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Philippines, Senegal, Sudan, Syria,Trinidad and Tobago, Uganda, Vanuatu, Yemen, Zimbabwe, Russia, Belarus, Ukraine, Moldova, Iraq, Libya, Republic of Cuba, or any other jurisdiction in which it is prohibited from using the Services are not permitted to make use of the Services. Persons located in or residents of the following countries/regions: Albania, Gibraltar, United Arab Emirates, Algeria, Bangladesh, Bolivia, China, Ecuador, Egypt, Nepal, Ivory Coast, Liberia and or the United States of America (“US”), as well as Puerto Rico and the Virgin Islands and any other US possessions or any other jurisdiction in which there might be restrictions to use Services might not be permitted to make use of the Services by the sole decision of the Company. All countries/regions mentioned in this Clause together hereinafter are called the ”Prohibited Jurisdictions. For the avoidance of doubt, the foregoing restrictions on Services from Prohibited Jurisdictions applies equally to residents and citizens of other nations while located in a Prohibited Jurisdiction. Any attempt to circumvent the restrictions on usage by any persons located in a Prohibited Jurisdiction, is a material breach of this Agreement.
12.10.2. Any and all monies (including cryptocurrencies) of a person located in a Prohibited Jurisdiction and in Prohibited Jurisdictions (if the use of Services is not permitted) on the Service are VOID, and can be confiscated or may be returned to the person at GAINS Associates sole discretion.
12.10.3. The lists of Prohibited Jurisdictions and Restricted Jurisdictions is non-finite and can be amended by the sole discretion of the Company.
13.1. The Company and the Client consent to the English language in relation to the communication. Any other language shall be used for the sake of simplicity. Any notice or communication must be in English language respectively. The English language version of this Agreement is the prevailing version to any other possible version.
13.2. Any updated version of this Agreement comes in force at the moment it is published at the System as indicated in the Clause 1.13. By using the System/Services You agree to be bound by any updated version of the Agreement and any part thereof.
13.3. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.
13.4. If any provision of the Agreement is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
13.5. The Company reserves the right to assign this Agreement, in whole or in part, at any time without notice. For the avoidance of doubt, it is stated that the Company may assign, transfer, charge, sub-license, or deal in any other manner with this Agreement, or subcontract any of its rights and obligations under this Agreement, to any other party. The Client may not assign any of his/her rights or obligations under this Agreement.
13.6. This Agreement (together with other applicable policies published by the Company on the System) constitutes the entire understanding and agreement between you and the Company regarding the Services and supersedes any prior agreement, understanding, or arrangement between you and the Company.
13.7. You are encouraged to contact us by the means indicated in this Agreement. Sending an email to contact@gains-associates.com shall be considered to be the primary means of communication.
13.8. The Company shall reply to Your inquiries within 30 days (with the possibility of two 30-day extensions).
1. General provisions, definitions and the scope of Services
1.1. UAB GAINS Associates is a legal entity, incorporated in Lithuania, legal entity code 306072760, address J. Jasinskio g. 16B, LT-03163, Vilnius, Lithuania (the “Company”). The Company is acting as a service provider under the Agreement.
1.2. Any person using Company’s services/systems is considered to be a client of the Company under this Agreement (the “Client” / “You”). The Client can be a natural person.
1.2.1. The Company offers services only for natural persons of legal age.
1.2.1.1. Company’s services are not for use by minors and individuals under the age of 18 years.
1.2.1.2. Company’s services are not for use of individuals who can be considered minors or under the age of majority adulthood in their specific jurisdiction(s).
1.2.1.3. Company’s services are not for use of individuals accessing or using the services from any jurisdiction in which it is illegal to do so.
1.2.1.4. Company’s services are not for the use of individuals who are sanctioned or considered to be Politically exposed persons (“PEP”).
1.2.2. The Company does not have the ability to verify the legality of services’ usage in every jurisdiction. You, as a natural person, as well as a user of the Company‘s services, shall be responsible for making sure You are eligible to use the Company‘s services and such usage is lawful.
1.2.3. You warrant to the Company that You are: (i) aged 18 or over, (ii) of the age of majority in your jurisdiction, (iii) accessing the Services from a jurisdiction in which it is legal to do so.
1.2.4. The Company does not offer services for legal entities. If You are using services on behalf of a legal entity upon legal entity’s delegation/order of any kind, You as a natural person remain solely responsible for the usage of Company’s services in relationship between You, as a user, and the Company.
1.3. The Company owns and operates digital ecosystem which is composed of the website https://app.gains-associates.com/, mobile application https://gains-associates.com/, both also called GAINS Private, also website https://youmeme.com/homepage as well as other applets and applications and/or web platforms that are developed to offer Company’s services, including independently-operated platforms, websites and projects within the Company’s digital ecosystem (together - the “System”). The System is a permissionless platform primarily intended for token sales, swaps, and decentralized exchange involving the sale of utility tokens; additionally, while using the System, the Client can enjoy various services in decentralized and community-driven space.
1.4. The Company provides multiple services (together - the “Services”):
1.4.1. The Client can purchase utility tokens from a list of various startups (the “Project” or “Projects”) available on the System (the “Purchase”). The list of the Projects is available at the section “Deals” of the System while logged-in into the users account (Account). You shall be obligated to pay the Purchase fee for the Company as indicated in the System. The Company’s fee might vary upon sole decision of the Company. The actual applicable percentage shall always be indicated in the System. You shall always check the applicable fee before making the Purchase. The fee shall be deducted as indicated in the Clause 3.5.3.
1.4.1.1. The Company uses a protocol built for cross-chain token sales enabling startups (Projects) to raise capital in an interoperable environment using smart contracts.
1.4.1.2. The list of startups (Projects) and their tokens that are available for Purchase is non-finite and can be changed on a sole discretion of the Company.
1.4.1.3. Before completing the Purchase You should always check the System for Projects / token availability, as well as for detailed information on the token, its features, Project and any other important information that can have an impact on Your decision. All and any information about the Project and its token/tokens published on the System is provided by the Project and the Company is in no way responsible for the correctness and accuracy of the provided information. By using the Services, You acknowledge that the provided information on the Project/token is only the summary and not a full-length analysis and You acknowledge understanding that in order to get more detailed/up-to-date/accurate data You should always check the information available in the public domain, as well as on the Project’s official website.
1.4.1.4. The Company makes no warranty as to the merit, legality or juridical nature of any token (including whether or not it is considered a security or financial instrument under any applicable Securities Laws).
1.4.1.5. By conducting the Purchase of token/tokens, You, as a Client agree and acknowledge Your understanding that You are purchasing the tokens from the Project, not from the Company and that the Company is in no way responsible for the features of such tokens, as well as for the final outcome of such purchase; all and any legal claims and disputes regarding Project tokens purchased by You while using the System shall occur between the Project(s) and the Client and shall not involve the Company, whose role is limited to creating the conditions for this relationship to take place.
1.4.2. The Client can participate in various events organized or sponsored in any way by the Company both live and online; the Client can participate in various contests and/or competitions organized within the System (or in the Company’s digital ecosystem) both as a participant or as a voter; the Client can participate in decision-making process within the System (the “Participation”).
1.4.3. The Client can have access and use various tools for creative purposes, for example, tools to make graphic, video, piece of text, etc. creations that can be shared and published on the internet, including within the System (or in the Company’s digital ecosystem) (the “Tools”).
1.4.4. The Client can use and/or be provided by end-to-end solutions for fundraising and community building by getting advisory, marketing and technical support (the “Support”).
1.4.5. The Client can integrate its social media account/accounts within the System and use customized and user-friendly solutions on the System, as well as access private groups for communicating own content (the “Integration”).
1.5. By using Participation, Tools, Support, Integration services You may be granted various additional benefits, for example:
1.5.1. By interacting with the Company by reacting to Company’s social media posts, You may increase Your score that may increase Your abilities to use other Services (for example, to make a Purchase that is bigger than allowed for the Clients with lower score). Possible interacting options are available in the section “Social Task” on the System while logged-in to Your Account (please see Clause 2.2).
1.5.2. By participating in events or competitions and/or by winning any competitions, as well as by participating in any other projects as per Company’s requests You may be rewarded in $GAINS (please see Clause 2.1.2), Projects’ token, or in other rewards such as stable coin. Rewards are selected and granted upon sole discretion of the Company and may differ from time to time.
1.5.3. By integrating Your Telegram account You may be allowed to reach private Telegram groups with various additional information (for example, investor‘s groups).
1.5.4. By integrating Your social media accounts, You may be able to customize Your profile seen on the Systems.
1.6. Additional benefits are applied upon sole discretion of the Company in accordance with the terms indicated in the System while publishing such options.
1.7. By Using the Services in any scope, You are acknowledging having adequate and sufficient knowledge about the cryptocurrency market, as well as (but not limited to) about the features of utility tokens. Before ordering any of the Services You are encouraged to seek professional advice if necessary. Additionally, You are aware that:
1.7.1. The information contained in or provided on or through the System/Services is not intended to be and does not constitute financial advice, trading advice, or any other type of advice.
1.7.2. The Company is a for-profit corporation proceeding to the various projects, like early-stage private sales, crypto related startup company funding, for the purpose of financing its business activity. The Company is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Company is not a financial institution or a financial service provider.
1.7.3. The Company is not liable for any possible misinterpretation of the Agreement.
1.8. Full list of the Services and their features are indicated in the System.
1.8.1. The Company shall have a right to change the list of Services, as well as any or all features of the Services, from time to time, without any prior notification to the Client.
1.8.2. The Client shall be entitled to use the particular service of the Services for which the Client has paid in full, only for the paid period as per the rules indicated in this Agreement.
1.8.3. Company’s Services and System are available globally with restrictions in some areas due to regulatory restrictions. The Client shall be obligated to make sure it is legal to access System / use the Services in Client’s location.
1.9. By using the System, creating an account within the System and by ordering/purchasing/using the Services in any scope You are agreeing with the Agreement and any other rules governing Services / Systems. For the avoidance of doubt, by using Services/System, You acknowledge reading the Agreement and understanding that You have entered to a legally binding agreement between You, as a user, and the Company, as a service provider. Additionally, You acknowledge being aware that this Agreement contains important provisions.
1.10. If You are using YouMeme part of the System (https://youmeme.com/homepage), You shall be aware that this Agreement is mutatis mutandis applicable to the use of YouMeme together with the Terms of Service available on YouMeme website: https://youmeme.com/agreement. For the avoidance of doubt, the Agreement and Terms of Service on YouMeme website together conclude terms of use of the YouMeme system. In case the rules overlap, the rules of Terms of Service on YouMeme website have priority and the Agreement applies to the extent that the matter is not covered by the Terms of Service.
1.11. This Agreement takes effect at its full scope at the moment You sign up within the System by creating an account as indicated in Clause 2 of this Agreement. The rules of this Agreement mutatis mutandis are applicable to the use of System prior to/without signing up to the System / creating the Account (please see Clause 2.2), including but not limited to, the rules set forth in Company’s Privacy Policy.
1.12. You can contact the Company by filling a Contact Us box in the System in the “Contact” section, as well as by sending an email to contact@gains-associates.com. For the matters regarding this Agreement, we recommend contacting the Company via email, by sending your inquiry to contact@gains-associates.com.
1.13. The Company shall have the right to unilaterally modify and/or update the Agreement at any time without notice. The continuous use of the Services by the Client shall be deemed as acceptance of Agreement in the last and most updated version. Any Client shall periodically check and assess the Agreement. The latest version of Agreement shall be available at https://www.gains-associates.com/terms-conditions. You are entitled to get a copy of any previous version of the Agreement that was valid during the period You have been a Client.
1.14. By Agreeing to this Agreement, You acknowledge and agree that the Company may process Your personal data without Your consent where processing is necessary for the performance of the Agreement to which You are a party.
1.15. If You disagree to be bound by the terms and conditions of this Agreement in any scope or way, You must not use or must immediately cease Your use of the System/Services or any part of them, as well as its features and functionalities.
2. Creating an account and purchasing $GAINS
2.1. In order to gain access to Services/use Services the Client shall:
2.1.1. Create an account within the System;
2.1.2. Purchase and hold a specific number of GAINS tokens (the “$GAINS“). $GAINS is a ERC20 type token. More information about the $GAINS and how to purchase it is available on third party website: https://www.coingecko.com/en/coins/gains.
2.2. If You wish to use the Services, You must register within the Systems by filling the registry form and providing necessary information / confirmations. The registry form is available at https://app.gains-associates.com/register. Once all steps are fulfilled, You will be able to use Your user’s account (the “Account”).
2.3. Upon using the Systems, the Client shall allow cookie use by customizing the preferences or by allowing all cookies. The Client must read the terms and conditions applicable to cookies used by the Company for the provision of the Services and proper usage of the System. The latest version of Privacy Policy, containing cookies’ policy, is available at https://www.gains-associates.com/privacy-policy.
2.4. Upon filling the registration form, the Client must provide:
2.4.1. Personal information.
2.4.2. Valid email address.
2.4.3. Unique password, created by the Client.
2.4.4. A confirmation that the Client agrees to the Agreement and Privacy Policy of the Company.
2.4.5. A confirmation that the Client is a natural person (not a robot).
2.5. Alternatively, the Client can use Client’s Google Account to register/log-in into the System. More information about using Your Google Account for registration/logging-in is available at https://support.google.com/accounts/answer/112802?hl=en&co=GENIE.Platform%3DDesktop.
2.6. It is mandatory for the Client to accept Agreement, Privacy Policy and any other rules governing Services / System (if any). For the proper provision of certain Services the Company shall have a right to ask You to verify Your identity or any provided information (for example, to verify Your email address). All verifications shall be done in accordance with rules set forth in the Privacy Policy.
2.7. The Client might be asked to perform a test to tell computers and humans apart and to complete it successfully as a mandatory step for creating an Account. The Client may be asked to perform such tests while completing logging-in procedure or when confirming order of the Services or at any other stage at the discretion of the Company.
2.8. The Client shall always carry out the email verification step by clicking on an active link received in the registered email or proceed with any other verification procedure set by the Company.
2.9. The Company shall be entitled to change the list of required information by modifying, adding, or reducing the list of data needed for the creation of an Account.
2.10. The Client may add its existing cryptocurrency wallet (for example, MetaMask wallet) within the System. The list of possible wallets to be added by the Client is available in the System’s “Wallets” section while logged-in into the Account. The Company shall be entitled to change the list of wallets available for adding.
2.11. The Company shall be entitled to ask You to re-submit or renew any of the data needed for the creation of the Account / ordering the Services. Such request can be made at any time periodically or on ad-hoc basis, upon the Company’s decision.
2.12. By creating the Account, the Client declares that the information provided to the Company is true, complete, valid, up-to-date and that the Client is the owner / has legitimate ground for the usage of resources indicated. For the avoidance of doubt, the Client confirms using its own email address and other data, using its own cryptocurrency wallet, etc.
2.13. The Client shall not share its log-in credentials with any third-party or unauthorized person. The Account is strictly for own use and cannot be used to use Services on behalf of another individual or entity.
2.14. As a preventive security measure, the Company recommends that every Client uses the two-factor authentication identification components ("2FA").
3. Access to Services and additional rules applicable to different types of Services
3.1. After successfully completing steps indicated in the Clause 2.1. every Client shall be classified into one of the following tier groups depending on the number of $GAINS allocated:
3.1.1. Tier 5 (“Planktons”) – starting from 1,000 $GAINS to 10,000 $GAINS.
3.1.2. Tier 4 (“Fishes”) – starting from 10,000 $GAINS to 30,000 $GAINS.
3.1.3. Tier 3 („Dolphins“) – starting from 30,000 $GAINS to 100,000 $GAINS.
3.1.4. Tier 2 („Sharks“) – starting from 100,000 $GAINS to 200,000 $GAINS.
3.1.5. Tier 1 („Whales“) – starting from 200,000 $GAINS.
3.1.5 Pre-tier group - the Client shall be included in the pre-tier trading group (“GAINS microcaps / Uniswap Risky Calls”) allowing Clients to engage in communication regarding high-risk and small market cap investment related discussions. The Client has to allocate 6,000 $GAIN to be classified into the pre-tier group.
3.2. Every Service available on the System may have different requirements and terms of use that are additional to this Agreement. By concluding this Agreement, the Client agrees to the rules of the Service provided and described on the System.
3.3. Every Service from the list indicated in the Clause 1.4. requires the Client to belong to a Tier as indicated in Clause 3.1., where Tier 1 embodies utilities of Tiers 4-2, and different number of $GAINS to be allocated to enable a certain service from the Service list. Having no $GAINS or an amount lower than indicated in the Clause 3.1.1. assigns the Client into non-Tier group with limited usability of System/Services.
3.4. To use a certain Service, the Client shall allocate and lock a certain amount of $GAINS within a smart contract according to the indications on the Service that can be seen while logged-in the Account. The outcome of the wallet scan determines whether or not the Client will be allowed to participate in/use any of the Services by accessing one of the 4 Tier groups.
3.5. Without prejudice to other rules set in this Agreement, the Purchase shall be carried out in accordance with the following rules:
3.5.1. If the Client wishes to make a Purchase as indicated in the Clause 1.4.1., the Client contributes in USDC stablecoin or any other virtual currency as indicated in the System, according to the instructions on the Service.
3.5.2. The delivery of the Project tokens to the Client as a result of Purchase shall be governed by a smart contract and shall follow the vesting schedule described on the Service. The vesting schedule can be changed upon the sole decision of the Project before or during the start of it, therefore You shall evaluate this circumstance before making a Purchase and check the current status of vesting schedule during the Purchase.
3.5.3. The amount of Project Tokens to be distributed to the Client is always subject to a certain percent deduction due to the Company’s fees. The Company’s fee might vary. The actual applicable percentage shall always be indicated in the System before making the Purchase.
3.5.4. The Client shall stake the amount of $GAINS for a period of 12 months to maintain their tier. If the Client fails to maintain a certain amount of $GAINS in the smart contract for the 12 month period, the Client shall lose its tier. After the 12 month period ends, the Client can either withdraw or re-stake the amount of $GAINS for the following 12-month period to maintain in a tier with a possibility to participate in new Purchases.
3.5.5. The Client shall be solely responsible for evaluating and determining the suitability of concluding the Purchase of Project tokens. The Client acknowledges, agrees, and understands that the Company is not responsible for the business conduct of the Project, nor for adherence to the information, vision, mission, business strategy, and objectives communicated by the Project.
3.5.6. The Company shall be absolved from any responsibility regarding the Project’s outcome. By accepting this Agreement and accessing the Company, the Client consents to stake its $GAINS for a specified period of time without the possibility to unstake before termination of the stake period. The Company is not responsible in case of the hack on the smart contract or any other technical issue.
4. Suspension of the provision of Services, removing the access to the Account and fines applicable
4.1. The Company retains all authority over the issuing, maintenance, and closing of the Services in any capacity. The decision of the Company’s management, concerning any use of the Service, or dispute resolution, is final and shall not be open to review or appeal.
4.2. Without prejudice to any other rights, if the Client breaches in whole or in part any provision contained herein, the Company reserves the right to take such action as it sees fit, including terminating this Agreement or any other agreement in place with the Client, applying penalties as indicated in the Clause 4.7., and/or taking legal action against such Client.
4.3. In instances where the Account holder does not match the owner of the Account, or if there are any other discrepancies between the provided information, the Company might not be able to proceed with the provision of the Services. The Company reserves the right to suspend any provision of the Services (in part or in full) and/or to remove access to the Account at any time upon the decision of the Company.
4.4. In addition to the Clause 4.2., the access to the Account may be denied / removed and the Service provision may be suspended at the discretion of the Company if:
4.4.1. The Client breached material obligations under this Agreement (for example, an obligation to pay in full and in time for the Services ordered), violated its warranties or breaches confidentiality obligations.
4.4.2. The Client is not of a legal age as per the requirements of the applicable law.
4.4.3. The Client is using Services / reaching System from the Prohibited jurisdiction / Restricted Jurisdiction.
4.4.4. The Client uses Services in an unacceptable way (for example, for illegal purposes like to commit fraud).
4.4.5. The Client violates any other policy set by the Company and applicable to the Client.
4.4.6. The Client’s actions in any way poses security, reputational, financial or other risks to the Company, its affiliates, any other third-party, proper functioning of the System, proper provision of the Services to any other person.
4.4.7. The Client in any way or form engages other clients of the Company by offering similar by nature services that are provided by the Company. It is prohibited to entice other clients of the Company with a goal to offer/sell services that are provided by the Client itself, or by other natural or legal persons. The act of engaging other clients of the Company with the aim to entice Company’s clients in any way is a breach of this Agreement itself, regardless of whether any clients accepted the offer.
4.4.8. The Clients actions are in any way in a breach of any applicable law or regulation, including generally accepted rules of good morals.
4.5. In case the Client’s right to access the System or to use the Services is suspended, the Company shall inform the Client by providing a written notice via email. Such notice should include the reason for suspension, the term of suspension (if the suspension is indefinite, the notice should indicate so), any action the Client needs to take in order to eliminate the violation (if any) in order to lift the suspension.
4.6. In case the Client is given an opportunity to eliminate the violation, the Company shall give an appropriate time period for the Client to do so. The decision whether to set a time period and if so, for what duration, is at the sole discretion of the Company.
4.7. In addition to Clauses 4.2.-4.4., 11.2, the Company shall have a right to apply a penalty to the Client in case of the violation of this Agreement following the following rules indicated in the Clauses 4.7.1.- 4.7.3. The decision on the evaluation of the violation, as well as penalty applicable to the certain instance is at the sole discretion of the Company. As a Client, You acknowledge understanding and accepting the risks associated with violations of this Agreement, including any financial losses.
4.7.1. In case of a material breach of the Agreement, when the Company makes a decision to terminate the Agreement with You, the Company shall be entitled to expropriate sums received from You, including but not limited to Purchase price and Company’s fee, any rewards, and any Projects’ tokens receivable as a result of the Purchases You made.
4.7.2. In case of a breach of the Agreement that is deemed as not being a material breach, or in case of a breach that is deemed as a material breach that can be rectified/is rectified (for example, as it is indicated in the Clause 4.6.) by the Client, the Company shall be entitled to expropriate the following sums received from You: the Company’s fee, up to 10 percent additional fee calculated from the Company’s fee, and to suspend Your Account (access to it) to a period of time, selected by the Company.
4.7.3. In case of a minor breach of the Agreement, that does not constitute a need to terminate the Agreement or to suspend the Account, the Company shall be entitled to expropriate the following sums received from You: Company’s fee, up to 10 percent additional fee calculated from the Company’s fee.
5. License to access and use the System
5.1. Subject to this Agreement, the Company grants You a non-exclusive, personal, limited, non-transferable and revocable license to use the Company materials solely in connection with Your use of the System and Services on your personal computer or other device that accesses the internet. You might need to order and pay for a certain Service / Service package to use the System and be granted the limited license. For the avoidance of doubt, the Client acknowledges its understanding that the duration and scope of the license granted is inextricably linked to the Services ordered / paid for by the Client.
5.2. The System and the Services are intended solely for the Client’s personal use.
5.2.1. The User is only allowed to use the Services for personal use, and shall not create multiple Accounts, including for the purpose of collusion and/or abuse of Services.
5.2.2. The Client is entitled to use the Services only in conformity with the laws of its country of residence and of the country from which it accesses the Services.
5.3. The Company materials may not be used for any other purpose than indicated in this Agreement, and this license terminates upon Your cessation of use of the System or Services or at the termination of this Agreement.
5.4. The Company shall have a right to cease supporting the System or its part or any functionality of the System at any time for any period of time. In such event Client’s license to use the System shall be automatically suspended.
5.5. Unless otherwise stated, the Company and its licensors are the sole holders of all rights in and to the System and material on the System, Services and code, technology, organization and structure, architecture, including copyright, trade secrets, intellectual property and other rights. The Client acknowledges that all and any intellectual rights including but not limited to the infographics, data, reports, specifications and any other materials in any medium, which were prepared by the Company and/or developed by the Company in connection with the System are the sole and exclusive property of the Company.
5.6. The Client obliges not to violate any intellectual rights owned or sought to be protected by the Company and shall use all such intellectual property for intended purposes only. This includes the copyrighted and protected merchandise, resources and Company’s logo and trademarks. The Client shall not (each of the above, together with Clause 5.2. herein defined as an "Unauthorized Use").:
5.6.1. Republish, create derivative works, reverse engineer or attempt to extract the source code, decompile, modify, or disassemble any material from the System/Services.
5.6.2. Distribute, sell, rent or sub-license material from the System/Services.
5.6.3. Show any material from the System/Services in public.
5.6.4. Reproduce, duplicate, copy or otherwise exploit material on the System/Services for a commercial purpose.
5.6.5. Redistribute material from the System/Services.
5.6.6. Edit, translate or otherwise modify any material on the System/Services.
5.6.7. Interfere or attempt to disrupt the System and/or Service in any way, including but not limited to use the System/Services in any way that causes, or may cause, damage to the System/Services or impairment of the availability or accessibility of the System/Services.
5.6.8. Use the System/Services in any way that is prohibited by applicable laws or regulations. The Client shall solely make legal use of the Services, and any illegal or inappropriate use of the Services is banned. In particular, the Client agrees to browse the System and use the Services lawfully and without any violation of the Agreement or any applicable law and agrees not to do any of the following actions in connection with its use of the Services:
5.6.8.1. Access or use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit anyone from fully enjoying the Services, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behavior or content.
5.6.8.2. Access or use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates this Agreement or any other terms or policies provided in connection with the Services.
5.6.8.3. Intimidate or harass any person or entity, or falsely state or otherwise misrepresent the Client or the Client’s affiliation with any person or entity.
5.6.8.4. Damage, disable, overburden, or impair the functionality of the System and/or Services in any manner.
5.6.8.5. Distribute or post spam, unsolicited or bulk electronic communications, advertising, solicitations, promotional materials, chain letters, or pyramid schemes.
5.6.8.6. Upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the System and/or Services or the interests or property of the Clients or the Company.
5.6.8.7. Use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by the Company to access the System and/or Services or to extract data or information from the websites, including but not limited to the System.
5.6.8.8. Commercialize any application, code, or any information or software associated with the System or any related application and/or the Services without the prior consent of the Company.
5.6.8.9. Upload, post, transmit, distribute, store, or otherwise make publicly available on the System any personal data of other Clients, or of any third-party without that person’s prior explicit consent.
5.6.8.10. Harvest or otherwise collect information or data about other Clients without their consent or use automated scripts to collect information from or otherwise interact with the System and/or Services.
5.6.8.11. Upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of the Company is inappropriate.
5.6.8.12. Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the System and/or Services or assist another person to do any of the above acts.
5.7. The System and the Services are provided as is, and any exploitation of the System/Services or errors in program logic and/or code (bugs) constitutes a Unauthorized Use and a material breach of this Agreement. Any funds the Client may misappropriate in this manner pursuant to this clause shall be considered void and the immediate property of the Company, without limit.
5.8. The Agreement, including terms and conditions regarding the license, applies to all versions of the System, as well as any separate functionality and/or its derivatives.
5.9. The Company reserves any and all rights implied or otherwise, which are not expressly granted to the Client hereunder and retain all rights, title and interest in and to the Services/System. You agree that You will be solely liable for any damage, costs or expenses arising out of or in connection with the commission by You of any Unauthorized Use.
5.10. You shall notify the Company immediately upon becoming aware of the commission by any person of any Unauthorized Use and shall provide the Company with reasonable assistance with any investigations it conducts in light of the information provided by You in this respect, as well as for the investigations that were initiated by authorities or by the Company.
5.11. In case You discover a bug or error that may lead to an exploit of the Services and/or the System or loss of funds in any way for the Company, you shall have the responsibility to notify the Company at contact@gains-associates.com in a timely manner, no later than within 3 business days. Any attempt by You to use such a discovered exploit or bug for illicit financial gain is illegal and strictly prohibited under this Agreement. The Company reserves the right to prosecute to the fullest extent of the law anyone who exploits or attempts to exploit the System and/or the Services in an unlawful manner. Such exploits or bugs should be disclosed in a responsible manner and in strict confidence with contact@gains-associates.com and no other entity.
5.12. The term "GAINS Associates", its domain names and any other trademarks, or service marks used by the Company as part of the Services, are solely owned by the Company. In addition, all content on the website, mobile application or any other part of the System, including, but not limited to, the images, pictures, graphics, photographs, animations, videos, music, audio and text (the " Content") belongs to the Company and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Services, You obtain no rights in the Content and/or the trade marks, or any part thereof. Under no circumstances may You use the Content and/or the trademarks without the Company’s prior written consent. Additionally, You agree not to do anything that will harm or potentially harm the rights, including the intellectual property rights of the Company.
5.13. The ownership of content that was created by You while using Tools service shall be governed by the rules indicated in the Terms of Service of YouMeme that are available here: https://youmeme.com/agreement.
6. Risks
6.1. As a Client, You acknowledge understanding and accepting the following risks associated with the use of System and Services. Not limited to these examples, You acknowledge being aware of the inherent risks set forth above and hereinafter:
6.1.1. Blockchain technology and crypto-assets risks: Blockchain technology and crypto-assets carry significant risks, including but not limited to the possible loss of all value allocated in crypto-assets. Such risks arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market and other factors that might not be known at the time being due to the fast-changing technological and legal environment. You shall always be aware that:
6.1.1.1. THERE IS A RISK OF LOSING CRYPTOCURRENCY AND OTHER FUNDS OF VALUE WHEN USING THE SERVICES, AND THE COMPANY HAS NO RESPONSIBILITY TO YOU FOR ANY SUCH LOSS. YOU SHALL USE THE SERVICES AT YOUR OWN OPTION, DISCRETION AND RISK.
6.1.1.2. CRYPTOCURRENCY VALUES CAN FLUCTUATE GREATLY IN VALUE DEPENDING ON MARKET CONDITIONS.
6.1.1.3. THE CLIENT WARRANTS BEING AWARE OF THE VOLATILE NATURE OF CRYPTOCURRENCIES, AND HOLDING THE COMPANY AND ANY PURCHASED TOKEN, INCLUDING $GAINS HARMLESS FOR ANY LOSS OR DAMAGES ARISING FROM SUCH VOLATILITY.
6.1.1.4. You alone assume the sole responsibility of evaluating the merits and risks associated with using any information or other content on the System before making any decisions based on such information. You understand that the crypto market is characterized by high volatility, and You should be aware of the concrete possibility of losing the entirety of the funds You allocated in the crypto market. You should refrain from using funds You can't afford to lose when purchasing cryptocurrencies and other digital tokens.
6.1.2. Risk of software or other IT weaknesses: There is no guarantee or warranty that the process using System and/or Services will be uninterrupted or error-free, and there is an inherent risk that the software and associated technologies and theories could contain weaknesses, vulnerabilities or bugs.
6.1.2.1. Regardless of the Company’s efforts, the Company makes no warranty that the Services will be uninterrupted, timely or error-free, or that defects will be corrected. At any time and without notice the Company can disable access to any portion or feature of Services.
6.1.3. Regulatory risk: It is possible that certain legal systems apply existing regulations or introduce new regulations that have a negative impact on the current setup of the System, as well as usage of the System and/or Services. The Company will make every effort to abide with and always comply with all forms of the applicable regulation. However, the Client has an obligation to make sure its usage of the System/Services is in compliance with the applicable law.
6.1.4. Risk of theft and Internet vulnerability: The underlying software application and software platform, other software involved, other technology components and / or platforms might be exposed to electronic or physical attacks that can impair the ability to develop, implement or use System and/or Services.
6.1.5. Tax risk: The tax consequences of using the System/Services might have tax implications at the level of a Client; therefore You should consult Your own tax advisors regarding the tax consequences in connection with the System/Services.
6.1.5.1. The Client shall be solely responsible for any applicable taxes which may be payable on cryptocurrency transacted in any way by You through Your using the Services.
6.2. The Clients should not Purchase crypto-assets (including utility tokens of Projects and $GAINS) with funds they cannot afford to lose. The market value of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when purchasing, selling, or holding digital tokens. Furthermore, the Client is strongly encouraged to seek financial and legal advice regarding the use of crypto-assets and the use of the Company’s Services.
6.3. By using the Services You shall assume all risks related to the use of $GAINS and crypto-assets transactions.
6.4. By browsing the website/mobile application or by using the System in any other way, You acknowledge having read and understood the Agreement and agree to be bound by its terms and conditions and comply with the Agreement and all applicable laws and regulations. Additionally, You give Your consent once You tick the box “Accept Terms of Service and Privacy Policy” in the pop-up window that appears upon creating an Account. By giving Your consent, You confirm that Your level of English is sufficient to understand the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers and obligations contained herein.
6.5. You should be aware that SMS / messaging and email services are susceptible to spoofing and phishing attacks and should be careful when reviewing messages that claim to be from the Company. You should always log into Your Account via https://www.gains-associates.com/, use communication tools in the System or contact us via email by sending an inquiry to the address contact@gains-associates.com if You are unsure about the authenticity of a communication or notice. Note that phishing attacks often occur despite SMS or email or equivalent services, via search engines or advertisements in search engines or other fraudulent links. The Company takes no responsibility for any loss due to spoofing, phishing, or other equivalent attacks.
7. Payments and refunds
7.1. Services may be available for a fee or for free (for example, on a free-trial basis for a limited period of time). The Company shall have a right unilaterally, on its own discretion, to determine the cost of Services, the duration of the validity of the price, the applicable promotions and discounts, other rules related to the payment of the Services.
7.2. The latest and up-to-date list of applicable prices for every category of the Services / tier applicable to the certain groups of Clients is available on the System https://www.gains-associates.com/home. The Company shall have a right unilaterally, on its own discretion, to change the amount of $GAINS (indicated in Clause 3.1. of the Agreement) needed to be assigned to a certain tier.
7.3. The prices and the scopes of any Services can be changed by the Company without any prior notice. The Client shall always check the System for applicable prices and features for every Service before making an order.
7.4. If You are using Services on a free-trial basis, after the expiry of such trial, Your right to use the Services can be either suspended until You make a payment for further provision of the Service, or You will be able to continue to use the Service and the payment will be automatically charged from You as per Your payment details shared with the Company (if any). The actual applicable principle shall be determined by the Company and indicated in the description of the Service You are ordering on a free-trial basis.
7.5. Any subscription fees, as well as fees paid for a continuous Service, are non-cancelable and non-refundable.
7.6. Fees for the Services are indicated net of any withholding taxes or any other taxes. You, as a Client, shall be responsible for paying any applicable taxes, levies, duties or any other fees, if applicable.
7.7. The Client warrants using and providing cryptocurrency wallet information that is owned by the Client or that the Client has a right to use for the purposes as indicated in this Agreement. The Client shall update its information to always keep it up-to-date.
7.8. Any claims regarding the applied Services’ fee or amounts charged must be submitted in writing no later than 3 months after the date of application of the fee or the charging of the amount.
8. Know your customer (“KYC”), Anti-Money Laundering (“AML”) and Data protection
8.1. The Company has internal policy on prevention of money laundering and terrorist financing (“AML policy”). The AML policy is prepared in accordance with the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania No. VIII-275, Order of the director of the Financial Crime Investigation Service Under the Ministry of Interior of the Republic of Lithuania “On instructions to deposit virtual currency wallet operators and virtual currency exchange operators to prevent money laundering and / or terrorist financing”, and other European Union and national legal acts.
8.2. Any KYC, as well as other AML related action is done by the Company based on and in accordance with the above mentioned legal requirements and AML policy.
8.3. The Company and third parties working with the Company shall manage the personal data of the Clients as per the requirements of the EU REGULATION 2016/679 on data protection, also referred to as the General Data Protection Regulation (“GDPR”).
8.4. The Users consent the Company to gather Personal Data and other information to access the Service.
8.4.1. Without prejudice to other rules set in the Privacy Policy, the Company shall collect Your personal information (as indicated in the Clause 2.4. of this Agreement), ERC-20 EVM addresses, Your social media account information (in case You use Integration service).
8.5. The Company is committed to ensuring the protection of all personal information held. The Company recognizes its obligations in updating and expanding internal policies to meet the developing requirements of GDPR or similar international requirements. The Company is dedicated to safeguarding all personal information under its control and in maintaining a system that meets Company’s obligations under the GDPR requirements.
8.6. Cross-Border Data: Information that the Company collects may be stored and processed in and transferred between any of the countries in which the Company operates or utilizes services to enable the use of the information in accordance with this Agreement. The Client agrees to such cross-border transfers of personal information.
8.7. The Company uses the following social media accounts in order to engage with You and other third parties:
8.7.1. TikTok account - accessible using this link: https://vm.tiktok.com/ZMR1VEarX/. More information about data collected by TikTok and Your preferences is available here: https://www.tiktok.com/legal/page/row/privacy-policy/en
8.7.2. Instagram account – accessible using this link: https://www.instagram.com/gainsassociates/. More information about data collected by Instagram and Your preferences is available here: https://privacycenter.instagram.com/policy/
8.7.3. Telegram accounts – accessible using this link: https://t.me/GainsANN and https://t.me/GainsChat
8.7.3.1. The Company manages private Telegram channels (groups) for every Tier group. To belong in a certain Telegram channel, the Client shall belong in the particular Tier as indicated in Clause 3.1. The Company shall have a right to remove the access to the private Telegram channel for any Client that loses its Tier category.
More information about data collected by Telegram and Your preferences is available here: https://telegram.org/privacy?setln=en.
More information about Private Telegram channels is available here: https://telegram.org/faq_channels#q-how-are-public-and-private-channels-different
8.7.4. Medium account – accessible using this link: https://medium.com/gains-associates. More information about data collected by Medium and Your preferences is available here: https://policy.medium.com/medium-privacy-policy-f03bf92035c9
8.7.5. Discord account – accessible using this link: https://discordapp.com/invite/WebCxR3. More information about data collected by Discord and Your preferences is available here: https://discord.com/privacy.
8.7.6. Twitter account – accessible using this link: https://twitter.com/GainsAssociates. More information about data collected by Twitter and Your preferences is available here: https://help.twitter.com/en/rules-and-policies
8.7.7. Facebook account – accessible using this link: https://www.facebook.com/gainsassociates/. More information about data collected by Facebook and Your preferences is available here: https://www.facebook.com/privacy/center/
8.7.8. LinkedIn account - accessible using this link: https://www.linkedin.com/company/gains-associates/. More information about data collected by LinkedIn and Your preferences is available here: https://www.linkedin.com/legal/privacy-policy?trk=homepage-basic_footer-privacy-policy
8.7.9. YouTube account – accessible using this link: https://www.youtube.com/c/GAINSAssociates. More information about data collected by YouTube and Your preferences is available here: https://policies.google.com/privacy?hl=en
8.8. By using the Services You agree that any content created by You while using the Services (for example, while using Tools and/or Participation services) can be shared by the Company on its social media accounts upon sole discretion of the Company.
8.9. Protecting the Client’s privacy is very important to the Company. Before accessing and using any of our Services, You shall be required to review and consent to the Company’s Privacy Policy.
9. Third party and other disclaimers
9.1. The Company at its own discretion may use or provide access to third parties to provide services like payment processing, register users, etc. The Client acknowledges accepting and understanding that in order to ensure proper use of System and provision of Services, Client‘s data may be disclosed to such third-party service providers.
9.2. The uses of third-party services are subject to the third-party’s terms of service. The Client acknowledges, accepts and understands that the Company is not responsible for the provision of such services, also, for processing of data performed by such third parties and that any and all disputes arising in relation to the third-party’s services shall be resolved directly between the Client and the respective third-party.
9.3. Any links on the System to third-party websites (including links to Project’s websites) are provided solely for Your convenience. If You access those links, You will leave the System. The Company does not endorse or make any representations about such third-party websites, and the Company is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on those websites.
9.4. Information on the System (or on related websites) is not promised or guaranteed to be correct, current, or complete, and the System may contain technical inaccuracies or typographical errors. Accordingly, You should confirm the accuracy and completeness of all posted information before making any decision related to any Services if in any doubt.
9.5. If You are using Integration service, You shall be aware that all third-party entities owning the integrated social media websites are operating in accordance with the internal policies of those entities and that the Company has no impact on them. The Company is in no way responsible for any possible data breach (for example, data leak) incident related to social media websites when You are using the social media via Integration services if such data breach occurred on the social media website / within the third-party owners of such social media websites or in any other way, on their side.
9.5.1. More information about the use of Instagram and Your preferences is available here: https://help.instagram.com/581066165581870/?helpref=uf_share
9.5.2. More information about the use of Facebook and Your preferences is available here: https://www.facebook.com/legal/terms
9.5.3. More information about the use of Telegram and Your preferences is available here: https://telegram.org/tos
9.5.4. More information about the use of Twitter and Your preferences is available here: https://twitter.com/en/tos
9.6. The list provided in the Clause 9.5. is non-finite and can be changed by the sole decision of the Company.
9.7. If You are using Participation, Tools or Support services, You shall be aware that the Company may be acting together with other third-party service providers (for example, the Company may cooperate with various third-parties like lecturers in order to organize an event) and You may be required to use third-party owned websites/systems (for example, You may need to use Youtube or any other streaming website in order to watch an event as part of the Participation).
9.8. When voting option is active during the Participation service, You may be required to use a third-party owned decentralizes governance platform Snapshot that is available at: https://snapshot.org/#/gainsassociates.eth. More information about the use of Snapshot and Your preferences is available here: https://docs.snapshot.org/introduction
9.9. When using Support service, You may be enabled to contact the Projects and engage in their further communication and community creation activities. The Company is not responsible for any information/communication received from or in relation to the Projects.
10. Indemnification and waivers
10.1. The Client agrees to fully defend, indemnify, and hold harmless the Company, its shareholders, affiliates, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, damages, losses, costs, expenses and liabilities, including reasonable attorney’s fees, resulting from or arising out of: (i) any breach of Client’s representations and warranties in this Agreement; or (ii) Client’s failure to comply with Client’s obligations under any and all laws, rules or regulations applicable to Client under this Agreement, except to the extent such violation arises out of Company’s failure to comply with Company’s obligations hereunder; (iii) violation by the Client of any third party rights; (iv) use by the Client of the Services.
10.2. Under no circumstances, including negligence, shall the Company be liable for any special, incidental, direct, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, non reception of tokens (including Project’s tokens) or any other pecuniary loss) arising out of the use (or misuse) of the Service even if the Company had prior knowledge of the possibility of such damages.
10.2.1. The Client acknowledges understanding that non reception of tokens can be a result of a human error and the Client accepts all risks associated. For the avoidance of doubt, it is stressed that a human error might occur in various ways, for example, a typing mistake of the recipient address. The Client is aware that token transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction, or control (or consent) of a majority of the processing power of the relevant blockchain, both of which in practice is more likely not to happen (due to the nature of blockchain technology). Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of tokens generally is not reversible, and there may be no adequate means of action to retrieve it/compensate it. The same is applicable to other possible cases of token misplacement, for example, theft conducted by a third party.
10.3. The Client may from time to time provide suggestions (feedback) to the Company. All suggestions are and shall be given entirely voluntarily. The Client acknowledges and agrees that suggestions, even if designated as confidential by the Client, shall not, absent a separate written agreement, create any confidentiality obligation for the Company. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the Company shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the suggestions provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. For the avoidance of doubt, the Client agrees that the Company shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services (and/or System) any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Services/System.
10.4. The Company disclaims any and all warranties, expressed or implied, in connection with the System and/or Services. The System and the Services are provided “as is” and You use the System and/or Services at Your own risk. It is expressly acknowledged and agreed by You that no representations and warranties of any kind, except those set forth in this Agreement, have been made by the Company to the Client with respect to the System/Services, including its quality, fitness for purpose, completeness or accuracy. and that any statements whatsoever made by the Company to the Client outside of this Agreement are not material and have not been relied upon by the Client.
10.5. No waiver by the Company of any breach of any provision of this Agreement (including the failure of the Company to require strict and literal performance of or compliance with any provision of this Agreement) shall in any way be construed as a waiver of any subsequent breach of such provision or of any breach of any other provision of this Agreement.
10.6. Nothing in this Agreement shall create or confer any rights or other benefits in favor of any third parties not party to this Agreement.
10.7. Nothing in this Agreement shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between You and the Company.
10.8. You, as a Client, shall be solely responsible for making sure You are able to use Services and access System, meaning You shall be responsible for any hardware, software or other technical requirement (for example, mobile data, internet connection) compatibility. You acknowledge that the telecommunications networks, blockchain networks (such as Binance Smart Chain, Polygon and Ethereum) and Internet access services required for You to access and use the Services are entirely beyond the control of the Company and the Company shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same.
10.9. If You are not able to access System and/or use Services due to lack of compatibility with Your technical gear (in a broad sense), You may seek advice in the Company’s Blog (available at https://medium.com/gains-associates/articles/home) or by contacting the Company via email by sending an email to contact@gains-associates.com. In any case, the Company shall not be obligated to provide You with solution, advice or instructions in any sense in regards to the compatibility.
11. Termination of the Agreement
11.1. The Company may terminate or suspend Your Account as per the rules indicated in this Agreement.
11.2. Any Party shall have a right to terminate this Agreement by terminating the Account. In case the Account was terminated due to a violation of this Agreement in any way, the Client shall not be entitled to receive any refunds (of any sums, including but not limited to Purchase price and/or Company’s fee) / rewards upon the termination.
11.3. Upon termination, Your right to use the Services will cease immediately. Termination of the Agreement shall not eliminate the Client’s obligation to pay for the Services in full.
11.4. If You wish to Terminate the Agreement, You can select the option “Delete account” by following steps in the section “Settings” at the System while logged-in into Your Account. Your account will be automatically suspended (You will not be able to log-in) and after a 30 day period from the day option “Delete account” was used, Your Account will be deleted without a possibility to renew Your Account. If within a period of 30 days starting from the day You chose option “Delete account” You decide to continue using the System, You can contact the Company by sending an inquiry via email. The Company may renew Your Account at the sole discretion of the Company during the mentioned 30 day period.
12. Governing Law, restrictions and sanctions
12.1. The laws of the Republic of Lithuania shall govern this Agreement and Your use of the System/Services. Your use of the System/Services may also be a subject to other local state, national or international laws.
12.2. You irrevocably agree that, subject as provided below, the courts of the Lithuania shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom and irrevocably waive any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this clause shall limit the right of the Company to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
12.3. Any dispute is personal to the Client and the Company, and any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The Client agrees that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.
12.4. In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
12.5. If You have any concern or dispute about the Services/System, You agree to first try to resolve the dispute informally by contacting the Company by sending an email to contact@gains-associates.com. Should any dispute not be resolved to Your satisfaction You may pursue remedies in the governing law jurisdiction as indicated in this Agreement.
12.6. The Company expressly prohibits and rejects the use of its system/Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various jurisdictions’ laws, regulations and norms. To that end, the Services are not offered to individuals or entities on any PEP list, or subject to any United States, European Union, or other global sanctions or watch lists. By using the System/Services, You represent and warrant not being on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (the “Sanctions Lists”).
12.7. The System and the Services are of such nature that can be globally distributed and used – this is because of the global nature of the IT sector. Thus, the use of System and Services may be included in the sanction list.
12.8. Each party shall comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders in the jurisdictions that apply directly or indirectly to the Services/System.
12.9. If You become placed on any Sanctions List, You shall immediately discontinue Your use of the Services/System. Failure to do so can result in Your Account being suspended or terminated.
12.10. The Company shall have a right not to allow its Services to be accessible in certain jurisdictions/territories.
12.10.1. Persons located in or residents of the following countries/regions: Afghanistan, Barbados, Burkina Faso, Cambodia, Cayman Islands, Republic of North, Korea, Haiti, Iran, Jamaica, Jordan, Mali, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Philippines, Senegal, Sudan, Syria,Trinidad and Tobago, Uganda, Vanuatu, Yemen, Zimbabwe, Russia, Belarus, Ukraine, Moldova, Iraq, Libya, Republic of Cuba, or any other jurisdiction in which it is prohibited from using the Services are not permitted to make use of the Services. Persons located in or residents of the following countries/regions: Albania, Gibraltar, United Arab Emirates, Algeria, Bangladesh, Bolivia, China, Ecuador, Egypt, Nepal, Ivory Coast, Liberia and or the United States of America (“US”), as well as Puerto Rico and the Virgin Islands and any other US possessions or any other jurisdiction in which there might be restrictions to use Services might not be permitted to make use of the Services by the sole decision of the Company. All countries/regions mentioned in this Clause together hereinafter are called the ”Prohibited Jurisdictions. For the avoidance of doubt, the foregoing restrictions on Services from Prohibited Jurisdictions applies equally to residents and citizens of other nations while located in a Prohibited Jurisdiction. Any attempt to circumvent the restrictions on usage by any persons located in a Prohibited Jurisdiction, is a material breach of this Agreement.
12.10.2. Any and all monies (including cryptocurrencies) of a person located in a Prohibited Jurisdiction and in Prohibited Jurisdictions (if the use of Services is not permitted) on the Service are VOID, and can be confiscated or may be returned to the person at GAINS Associates sole discretion.
12.10.3. The lists of Prohibited Jurisdictions and Restricted Jurisdictions is non-finite and can be amended by the sole discretion of the Company.
13. Miscellaneous
13.1. The Company and the Client consent to the English language in relation to the communication. Any other language shall be used for the sake of simplicity. Any notice or communication must be in English language respectively. The English language version of this Agreement is the prevailing version to any other possible version.
13.2. Any updated version of this Agreement comes in force at the moment it is published at the System as indicated in the Clause 1.13. By using the System/Services You agree to be bound by any updated version of the Agreement and any part thereof.
13.3. If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.
13.4. If any provision of the Agreement is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
13.5. The Company reserves the right to assign this Agreement, in whole or in part, at any time without notice. For the avoidance of doubt, it is stated that the Company may assign, transfer, charge, sub-license, or deal in any other manner with this Agreement, or subcontract any of its rights and obligations under this Agreement, to any other party. The Client may not assign any of his/her rights or obligations under this Agreement.
13.6. This Agreement (together with other applicable policies published by the Company on the System) constitutes the entire understanding and agreement between you and the Company regarding the Services and supersedes any prior agreement, understanding, or arrangement between you and the Company.
13.7. You are encouraged to contact us by the means indicated in this Agreement. Sending an email to contact@gains-associates.com shall be considered to be the primary means of communication.
13.8. The Company shall reply to Your inquiries within 30 days (with the possibility of two 30-day extensions).