Terms of Use
These Terms of Use as a legal contract outline the terms and conditions between EUROMEDFIN d.o.o., a legal entity organized under the laws of Croatia, with its registered seat in Zagreb, Croatia, registered with the Commercial Court in Zagreb under reg. no. 081615959,Croatian PIN (OIB): 69160506433 (“EUROMEDFIN”) and you (“you”, “your”) and govern your use of the EUROMEDFIN Platform and Services that EUROMEDFIN may make available to you through any area of EUROMEDFIN Platform.
By using the EUROMEDFIN Platform, using or otherwise accessing the Website, creating, using or registering an account, you agree that you are the age of lawful capacity to form binding legal contracts in your jurisdiction of residence; provided that, in no event, will you be permitted to use the EUROMEDFIN Platform if you are under the age of 18. If you are using the EUROMEDFIN Platform on behalf of a company or other entity, then “you” includes you and that company or entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and you agree to these Terms on the entity’s behalf.
READ THESE TERMSCAREFULLY BEFORE BROWSING THE WEBSITE OR OTHERWISE USING THE EUROMEDFIN PLATFORM.USING ANY PART OF THE EUROMEDFIN PLATFORM INDICATES THAT YOU HAVE BOTH READ ANDACCEPTED THESE TERMS. YOU CANNOT USE THE WEBSITE OR OUR PLATFORM IF YOU DO NOTACCEPT THESE TERMS.
EUROMEDFIN and you shall ensure full compliance with the Terms of Use as well. In case of any conflict between these Terms of Use and any individual agreement concluded between EUROMEDFIN and you, the terms of the individual agreement shall prevail.
In case of disagreement with any of the terms and conditions specified below and / or non-compliance of this document with the laws of the host country / country of residence, you shall refuse to participate in the use of the EUROMEDFIN Platform. Otherwise, you shall be liable to EUROMEDFIN and third parties for covering all losses and expenses incurred as a result of non-compliance with the above-mentioned documents.
1. DEFINITIONS
1.1. For the purpose of the Terms of Use the following definitions apply unless the context requires a different interpretation:
Accepted Currencies: means EUR or any other accepted currency as notified by EUROMEDFIN from time to time in writing.
Applicable Law: any and all applicable laws and regulations, the prevailing rules and regulations of any regulatory authority to which EUROMEDFIN or you is subject in respect of the performance of its obligations under the Terms of Use.
Business Day: means a day in the Republic of Croatia other than (i) a Saturday or Sunday, (ii) a holiday observed by EUROMEDFIN, or (iii) a day on which EUROMEDFIN remains closed in accordance with Applicable Law.
Consents: all licences, permissions, consents, authorisations, registrations and approvals from all relevant authorities, Government Bodies or other regulatory bodies as are necessary or desirable for a EUROMEDFIN or you to fully and effectively perform its obligations under these Terms of Use.
Dispute: any dispute, claim, or controversy regarding, arising out of or relating to any aspect of your relationship with EUROMEDFIN, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence).
Force Majeure Event: an unforeseeable event beyond the reasonable control of the affected Party, including war, but not limited to circumstances beyond its control, including but not limited to acts of God, fire, explosion, civil commotion, insurrections, riots, strikes or industrial disputes of any kind(whether of its own or third party employees).
Government Body: any foreign, national, international, regional, federal, state or local or other governmental authority or regulatory body including the European Union and any court, agency, authority or similar body.
Intellectual Property Rights: without limitation any patent, trademark, trade name, business name (including domain names and URLs), copyright and related rights, registered design, database right, unregistered design right (including rights in semiconductors) or other intellectual or industrial property protection and any application for such protection, and all rights in any secret process, know-how and inventions(whether patentable or registrable or not) or other confidential information in each case whether registered or unregistered and including applications for the grant of such rights and all other rights or equivalent forms of protection anywhere in the world.
KYC: “know your customer”.
KYC Process: the process carried out by EUROMEDFIN in order to fulfil the KYC requirements.
Materials: all the text, data, information, software, graphics, photographs and other materials.
Relevant Personal Data: personal data, being data used to identify a natural person (i) contained in the KYC Process and/ or (ii) generated or otherwise processed as a result of the performance of the obligations of either Party under these Terms of Use.
Services: any services EUROMEDFIN may provide through the Platform, including, but not limited to, software services that integrate multiple payment providers for clinics and other healthcare-related businesses, enabling unified payment processing, management, routing, and related operational functions, and lead generation services supplied to payment providers, brokers, banks, and other financial institutions, including the sourcing, referral, and transmission of prospective business clients or opportunities.
Taxes: any and all taxes, including without limitation income, franchise, sales, capital, transfer, property, payroll, withhold, VAT and other taxes, levies, imposts and duties of any nature whatsoever.
Website: the website located at www.clinics.euromedfin.com with any subdomains.
EUROMEDFIN Platform: Servicesand the Website.
1.2. The section titles in the Terms are for convenience only and have no legal or contractual effect.
1.3. The terms “hereof”, “hereby”, “hereto” and derivatives of similar words refer to this entire document.
2. SERVICES OF EUROMEDFIN
2.1. Under these Terms of Use EUROMEDFIN is granting you a limited, personal, non-exclusive and non-transferable license to access the Website, use the Services, and display the Materials solely for your internal, personal use and not for the provision of products or services to others. Your right to use the Materials is conditioned on your compliance with these Terms of Use. You have no other rights in the Website, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Website, the Services or any of the Materials in any manner. If you make copies of any of the Materials then EUROMEDFIN asks that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Website.
2.2. If you breach any of these Terms of Use, the above license will terminate automatically, and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
3. EUROMEDFIN PLATFORM
3.1. You may register an account on the Platform foryour use only or for the use of a legal entity you are duly authorized tolegally represent. This account is personal and non-transferable. You thereforeundertake not to use any automated means to use the Platform, such as the useof robots or scripts, scraping, crawling, simulation or automated browsingtechniques. You are not allowed to create several accounts on the Platform.Therefore, if EUROMEDFIN notices that you have created several accounts, usingdifferent email addresses, all the accounts created will be deleted.
3.2. You are solely responsible for your account, andEUROMEDFIN is not liable for any acts or omissions by you in connection withyour account or as a result of your account being compromised. You agree to immediately notify EUROMEDFIN ifyou discover or otherwise suspect any security issues related to the EUROMEDFINPlatform or your account by emailing info@euromedfin.com with “Reporting Security Issue” in the email subject line.
3.3. You also represent and warrant that you willcomply with all applicable laws (e.g., local, state, federal and other laws)when using the EUROMEDFIN Platform. Without limiting the foregoing, by usingthe EUROMEDFIN Platform, you represent and warrant that if (a) you are anindividual, you agree that you are not and (b) if you are an entity, you agreethat neither you nor any of your owners or investors or any of their directors,officers, employees, agents or affiliates acting on your behalf is: (i) relatedin any way to, the governments of, or any persons within, any country orjurisdiction under a U.S. or EU embargo, or any persons who are named on anylist of sanctioned individuals or entities by the EU or UN; (ii) (or has everbeen) prohibited from the transaction pursuant to U.S. or EU anti-moneylaundering, anti-terrorist, economic sanctions and asset control laws; and(iii) resident in a country or jurisdiction under a U.S. or EU embargo enforcedby OFAC, including the Crimea Region of Ukraine, Russia, Cuba, Iran, NorthKorea, and Venezuela.
3.4. If you access or use the EUROMEDFIN Platform,you are solely responsible for ensuring that your access and use of the EUROMEDFINPlatform in such country, territory or jurisdiction does not violate anyApplicable Laws. EUROMEDFIN may require you to provide additional informationand documents in certain circumstances, such as at the request of anyGovernmental Body, as any Applicable law or regulation dictates, or toinvestigate a potential violation of these Terms of Use.
3.5. Your access and use of the EUROMEDFIN Platformmay be interrupted from time to time for any of several reasons, including,without limitation, the malfunction of equipment, periodic updating, maintenance,or repair of the EUROMEDFIN Platform or other actions that EUROMEDFIN in itssole discretion, may elect to take.
3.6. You are responsible for complying with these Terms of Use when you access and use the EUROMEDFIN Platform. It is your responsibility to obtain and maintain all equipment and services needed for you to access to and use the EUROMEDFIN Platform as well as paying related charges.
3.7. Your access and use of some of the Servicesoffered by EUROMEDFIN may require you to use certain third-party productsand/or services. Your use of such third-party products and services willrequire you to agree to and comply with additional privacy policies and termsand conditions. Your use of such products and services is entirely at your ownrisk and you must follow the privacy policies and terms and conditions of thosethird parties. EUROMEDFIN is not responsible for any third-party products,services, or content.
3.8. The EUROMEDFIN Platform may contain links to third-party websites, applications or other resources. If you use these links, you will leave the EUROMEDFIN Platform. EUROMEDFIN is not obligated to review any third-party websites that you link to from the EUROMEDFIN Platform, EUROMEDFIN does not control any of the third-party websites, and EUROMEDFIN is not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated elsewhere in the EUROMEDFIN Platform, EUROMEDFIN does not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that maybe obtained from using them. If you decide to access any of the third-party websites linked to from the EUROMEDFIN Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
3.9. EUROMEDFIN reserves the right to modify or discontinue the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided, however, that EUROMEDFIN will use reasonable efforts to provide advance notice of such action. EUROMEDFIN shall not be liable to you or any third party for any modification, suspension or discontinuance of the EUROMEDFIN Platform or any associated software, applications or functionality.
4. FEES AND PAYMENT
4.1. You agree to pay the Price and/or all fees applicable to your use of the EUROMEDFIN Platform using one of the payment methods supported by EUROMEDFIN. Except as otherwise specified in these Terms of Use or on the EUROMEDFIN Platform: (a) the Price and/or fees are quoted and payable in Accepted Currencies, and (b) payment obligations are non-cancellable and fees paid are non-refundable.
5. OBLIGATIONS OF USERS
5.1. You shall:
a) assist EUROMEDFIN with the implementation and performance of the Services, if necessary;
b) maintain the confidentiality of the account information, including the password, and safeguard all activity relating to the EUROMEDFIN Platform;
c) if you are a legal entity inform EUROMEDFIN immediately, if an employee or any other person, who was given access to the Services, resigns. EUROMEDFIN will close this access for security reasons;
d) determine any and all Taxes assessed, incurred or required to be collected, paid or withheld for any reason in connection to the use of Services and/or the Platform, it is your sole responsibility to collect, withhold, report and remit correct Taxes to the appropriate tax authority;
e) not use the Services for any improper purpose or in any manner, which may constitute a violation of Applicable Laws or which may cause damage to EUROMEDFIN’s reputation or which may expose EUROMEDFIN to investigation, prosecution or legal action;
f) notify EUROMEDFIN immediately of any unauthorised use of the account, password or any other breach of security.
g) not prepare any derivative work based on EUROMEDFIN’s Intellectual Property Rights, nor translate, reverse engineer, decompile or disassemble EUROMEDFIN’s intellectual property;
h) follow the rules and regulations applicable in your country of residence and/or country from which the you access the Services.
5.2. You will notify EUROMEDFIN immediately – at least ten (10) Business Days’ in advance by a written notice prior to the effectiveness of the change – of any relevant changes, including, but not limited to legal representative(s), account information or any other Relevant Personal Data or information provided in the application and the KYC Process.
5.3. Any use of the EUROMEDFIN Platform beyond the scope of the licenses set forth in these Terms of Use is prohibited and, therefore, constitutes unauthorized use of the EUROMEDFIN Platform. This result is because as between you and EUROMEDFIN, all Intellectual Property rights in the EUROMEDFIN Platform and Materials remain EUROMEDFIN’s property.
5.4. Unauthorized use of the EUROMEDFIN Platform may result in violation of the Applicable Law. Unless expressly set forth herein or if you have written permission from EUROMEDFIN stating otherwise, you are not authorized to use the EUROMEDFIN Platform in any of the following ways:
a) for any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment;
b) in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the EUROMEDFIN Platform;
c) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
d) to stalk, harass, or harm another individual;
e) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
f) to interfere with or disrupt the EUROMEDFIN Platform or servers or networks connected to the Website;
g) from a country sanctioned by the government of the United States or the EU or to facilitate transactions involving individuals sanctioned by the government of the United States or the EU or located in sanctioned countries.
h) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
i) to engage in wash trading or other deceptive or manipulative trading activities.
j) to place misleading bids or offers.
k) access, tamper with, or use non-public areas of the Website, the EUROMEDFIN Platform, EUROMEDFIN’s computer systems, or the technical delivery mechanics of EUROMEDFIN’s providers;
l) bypass or ignore instructions that control access to the EUROMEDFIN Platform, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to EUROMEDFIN;
m) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the EUROMEDFIN Platform, extract data, or otherwise interfere with or modify the rendering of Website pages or functionality;
n) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the EUROMEDFIN Platform, or do any thing that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the EUROMEDFIN Platform;
o) use the EUROMEDFIN Platform for money laundering, terrorist financing, or other illicit finance otherwise obfuscating the source of traffic you send to EUROMEDFIN; or
p) to attempt to gain unauthorized access to any portion of the EUROMEDFIN Platform or any other accounts, computer systems, or networks connected to the EUROMEDFIN Platform, whether through hacking, password mining, or any other means.
5.5. Additionally, you agree not to:
a) engage in any activity which operates to defraud EUROMEDFIN, other users, or any other person; or to provide any false, inaccurate, or misleading information to EUROMEDFIN; or
b) access the EUROMEDFIN Platform from a different address if EUROMEDFIN has blocked any of your other addresses from accessing the EUROMEDFIN Platform, unless you have EUROMEDFIN’s prior written permission.
5.6. For the avoidance of any doubt, you are solely responsible for your own Tax treatment. You shall bear your own risk of any Taxes from the use of the EUROMEDFIN Platform. Under no circumstances shall EUROMEDFIN be responsible for your Tax treatment, or any other related agreement between EUROMEDFIN and you, whether direct or indirect Taxes.
6. USER CONTENT
6.1. Certain areas of the EUROMEDFIN Platform may permit you to upload or submit feedback, information, images, data, text, software, messages, or other materials, not representing Confidential Information (each, a “User Content”). You may also be permitted to upload or submit User Content through EUROMEDFIN’s medial or social network channels. You agree that you are solely responsible for all of your User Content and that any such User Content is considered both non-confidential and non-proprietary. Further, EUROMEDFIN does not guarantee that you will be able to edit or delete any User Content you have submitted.
6.2. By submitting any User Content, you are representing and warranting that:
a) you own all of the Intellectual Property rights in your User Content (including, without limitation, all rights to the reproduction and display of your User Content) or, alternatively, you have acquired all necessary Intellectual Property rights in your User Content to enable you to grant to us the rights in your User Content as described in these Terms;
b) your User Content do not infringe the Intellectual Property rights, privacy rights, or any other legal or moral rights of any third party;
c) you voluntarily agree to waive all “moral rights” that you may have in your User Content;
d) any information contained in your User Content is not known by you to be false, inaccurate, or misleading;
e) your User Content does not violate any Applicable Law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
f) your User Content is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
g) you were not and will not be compensated or granted any consideration by any third party for submitting your User Content;
h) your User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
i) your User Content does not contain any information that you consider confidential, proprietary, or personal;
j) your User Content does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
k) by submitting a User Content, you grant to EUROMEDFIN an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (with the right to sublicense these rights through multiple tiers of sublicensees) to use, distribute, reproduce, modify, translate, publicly perform, and publicly display your User Content (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
l) by submitting a User Content, you authorize EUROMEDFIN to use your User Content in any manner and for any purpose (including, without limitation, commercial purposes) that EUROMEDFIN deems appropriate in its sole discretion (including, without limitation, to incorporate your User Content or any modification thereto, in whole or in part, into any technology, product, or service);
m) by submitting a User Content, you authorize EUROMEDFIN to display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes.
6.3. EUROMEDFIN reserves the right to review any User Content, and to investigate and/or take appropriate action against you in its sole discretion if you violate these Terms or otherwise create liability for EUROMEDFIN or any other person. Such action may include removing or modifying your User Content, terminating your account, and/or reporting you to law enforcement authorities.
7. RISKS
7.1. There are risks associated with using Internet based products, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your account. You accept and acknowledge that EUROMEDFIN will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the EUROMEDFIN Platform.
7.2. There may be additional risks that EUROMEDFIN has not foreseen or identified in these Terms of Use. You undertake to carefully assess whether your financial situation and tolerance for risk are suitable for using the services provided by EUROMEDFIN. You accept and acknowledge that EUROMEDFIN will not be responsible for the risk of changes to the regulatory regime, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use of the Platform.
8. YOUR REPRESENTATIONS AND WARRANTIES
8.1. Without limiting any other warranties in accordance with these Terms of Use, you represent and warrant that:
a) you are of legal age to enter a binding agreement; and if you are a corporation, governmental organization or other legal entity that you have the right, power and authority to accept these Terms of Use on behalf of the corporation, governmental organization or other legal entity and bind them to these terms;
b) the information provided in the application and the KYC Process is true, accurate, current and complete;
c) you will supply all AML and KYC documentation required as set out in these Terms and Conditions and any other such documentation that may be so reasonably required from time to time to fulfil any legal, regulatory or other obligation.
d) the Services shall not be used to perform criminal activity of any sort, including but not limited to money laundering, illegal gambling operations, terrorist financing, malicious hacking or any other criminal or illegal activity;
e) you have a sufficient understanding of technical and business matters (including those that relate to the Services) to understand these Terms of Use and to appreciate the risks and implications of using the Platform;
f) you have obtained independent legal advice with respect to same before accepting these Terms of Use, and, in accepting these Terms of Use.
9. DISCLAIMER OF WARRANTIES
9.1. To the fullest extent provided by law, EUROMEDFIN and EUROMEDFIN’s technology providers will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the EUROMEDFIN Platform, Materials obtained through your use of the EUROMEDFIN Platform or to your downloading of any Material posted on it, or on any Service linked to it.
9.2. Your access to and use of the EUROMEDFIN Platform, its content, and any services, or items obtained through your use of the EUROMEDFIN Platform is at your own risk. You understand and agree that the EUROMEDFIN Platform, the Materials, any Services, or other items obtained through the EUROMEDFIN Platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. EUROMEDFIN disclaims all responsibility for, the completeness, security, reliability, quality, accuracy, legality, safety, or availability of the EUROMEDFIN Platform. Without limiting the foregoing, neither EUROMEDFIN nor anyone associated with EUROMEDFIN represents or warrants that the EUROMEDFIN Platform, the Materials, any Services, or other items obtained through the EUROMEDFIN Platform will be accurate, reliable, error-free, secure, timely, or uninterrupted, that defects will be corrected, that the Services or Materials, or the servers are free of viruses or other harmful components, or that the EUROMEDFIN Platform or other items obtained through the EUROMEDFIN Platform will otherwise meet your needs or expectations.
9.3. EUROMEDFIN will not be responsible or liable toyou for any loss and take no responsibility for, and will not be liable to youfor, any use of the EUROMEDFIN Platform, including but not limited to anylosses, damages or claims arising from: (a) user error such as forgottenpasswords, incorrectly constructed transactions, or mistyped addresses; (b)server failure or data loss; (c) unauthorized access or use; (d) anyunauthorized third party activities, including without limitation the use ofviruses, phishing, brute-forcing or other means of attack against the EUROMEDFINPlatform.
9.4. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
10. INDEMNIFICATION, LIABILITY AND LIMITATION OFLIABILITY
10.1. You shall indemnify and keep EUROMEDFIN and all of its affiliates (together with its officers, consultants, legal representatives, servants and agents) indemnified from any and all liability, losses, damages, costs, awards, expenses, claims, costs, penalties and fines incurred or suffered (including reasonable professional legal fees) or other assessments imposed on EUROMEDFIN or its affiliates, arising out of any dispute or proceedings brought by a third party, including any Government Body, against EUROMEDFIN or any of its affiliate arising out of:
a) any breach of any of your obligations under the Terms of Use, including, without limitation, any breach or alleged breach of any of the warranties and representations;
b) any act within your reasonable sphere of control;
c) any User Content you provide;
d) your violation of the rights of or obligations to a third party, including another user or third-party;
e) your use or misuse of the EUROMEDFIN Platform;
f) any violation of any Applicable Law or
g) any violation security guidelines or failure(whether negligent or otherwise) to maintain the security or confidentiality of your information, or your misuse of any such information.
10.2. EUROMEDFIN shall not be held liable by and to you:
a) for any failure or delay in performing its obligations under the Terms of Use if such failure or delay is caused by acts or omissions of third parties or circumstances beyond EUROMEDFIN’s control(including but not limited to Force Majeure events);
b) in no event will EUROMEDFIN or its affiliates, or any of its or their respective service providers, officers, directors, employees, partners and agents be liable to you or any third party for any use, interruption, delay or inability to use the software, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with these Terms of Use, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable;
c) some jurisdictions prohibit certain warranty disclaimers or limitations on liability, so only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you. The liability of EUROMEDFIN shall be limited to the maximum extent permitted by the Applicable Law in the applicable jurisdiction and in no event shall EUROMEDFIN, its licensors, service providers or subcontractors (if any) be liable for the exceeding amount arising from any use, interruption, delay or inability to use the software, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with these Terms of Use, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable.
10.3. Hereby you expressly waive and hold EUROMEDFIN and EUROMEDFIN’s respective past, present and future employees, officers, directors, contractors, agents, equity holders, technology providers, vendors, parent company, subsidiaries, affiliates, predecessors, successors and assigns (as well the respective past, present and future employees, officers, directors, contractors, agents and equity holders of the parent company, subsidiaries, affiliates, predecessors, successors and assigns) (individually and collectively, the “EUROMEDFIN Parties”) harmless from any and all claims resulting from any action taken by EUROMEDFIN or its affiliates and any of the foregoing parties relating to any investigations by either us or such parties or by law enforcement authorities.
10.4. Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of EUROMEDFIN arising out of or in anyway related to these terms, the access to and use of the EUROMEDFIN Platform exceed the greater of (a) € 2,000.00 or (b) the amount received by EUROMEDFIN from the provision of Services that are the subject of the claim.
10.5. Neither EUROMEDFIN oryou shall be liable for any failure to perform or delay in performing its obligations under theseTerms of Use if such failure or delay is caused by a Force Majeure Event,however to the party so delaying immediately notifying the other party inwriting of the reasons for the delay and the likely duration of such delay; andsuch party shall be granted an extension of time for performance equal to theperiod of delay. 10.6. If EUROMEDFIN shall be unable to perform theServices due to factors beyond its control, including but not limited to aForce Majeure Event, change of law, or change in sanctions policy. EUROMEDFINshall not be liable for the Services provided during the time period coincidentwith the event.
11. ANTI-MONEY LAUNDERING
11.1. EUROMEDFIN’s policy is to prohibit and actively prevent money laundering and any activity that facilitates money laundering or terrorism financing or criminal activities. EUROMEDFIN will only provide the Services to you upon successful completion of its KYC Process and its anti-money-laundering and risk due diligence in accordance with Applicable Laws. EUROMEDFIN insists on a comprehensive and thorough KYC and AML compliance framework, which includes monitoring of suspicious transactions, obligatory reporting to local regulators and other compliance authorities and keeping the identification and proof of address of documents and transaction records.
11.2. EUROMEDFIN warrants and guarantees that it shall perform the Services and carry out its obligations under these Terms of Use with all due diligence and efficiency in accordance with the generally accepted techniques and practices commonly recognized in the industry.
11.3. EUROMEDFIN is entitled to monitor your activity on the EUROMEDFIN Platform. You acknowledge that EUROMEDFIN periodically reviews you relating to the KYC Process during the term of these Terms of Use, including inter alia, monitoring of fraud reports, screening against sanctions and PEP lists, Website content checks.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1. “Confidential Information” means any information belonging to or in the possession or control of a Party that is of a confidential, proprietary or trade secret nature and that is furnished disclosed or imparted by one Party (the “Disclosing Party”) to the other(the “Receiving Party”), including, but not limited to, any technical or non-technical information (whether in oral, written or other form), Relevant Personal Data, ideas, confidential or proprietary concepts, know-how, development, reports, designs, flow charts, data, specifications, computer programs, databases, inventions and any commercial, financial and business information (in any form), industry knowledge and expertise, business plans and strategies, marketing plans and techniques, which relates directly or indirectly to the Terms of Use including the relationship between the Parties arising out of the Terms of Use as well as all information for which a Party owes a duty of confidentiality to any third Party. Confidential Information will remain sole property of the Disclosing Party. Confidential Information shall not include information which
a) was demonstrably already in the possession of the Receiving Party before receipt under the Terms of Use or is independently developed by the Receiving Party without access to or use or knowledge of the Confidential Information;
b) was demonstrably lawfully received by the Receiving Party or its employees from a third party free of any obligations of confidence to such third party; or
c) demonstrably is in or subsequently comes into the public domain other than by breach of the Terms of Use.
12.2. The Receiving Party shall only use the Confidential Information as strictly necessary for the performance of its obligations under the Terms of Use and maintain confidential all Confidential Information and not disclose it to any third party except in confidence and on a need to know basis to its employees, officers, advisers, agents or sub-contractors who are subject to confidentiality obligations in respect thereof under their contracts of employment or engagement. Confidential Information may be disclosed in accordance with judicial or governmental order or if required by Applicable Law or court order.
12.3. Each Party shall exercise at least the same degree of care as it uses with its own data, but in no event less than reasonable care, to protect the Confidential Information from misuse and unauthorized access or disclosure, including:
a) maintaining adequate physical controls and password protections for any server or system on which any data may reside;
b) encrypting any data that is in transmission; and
c) encrypting any data located on any storage media.
12.4. Relevant Personal Data shall only be processed in accordance with applicable data protection law. EUROMEDFIN shall only collect, save and process Personal Data that are necessary, adequate, relevant and not excessive in relation to the purpose for which they are collected or further processed. Your information may be shared by EUROMEDFIN with its affiliates in terms of provisions of the Services.
12.5. Full details of EUROMEDFIN’s Privacy Policy can be found at the Website. You undertake to read the Privacy Policy carefully in order to be aware of the collected data, how the data is used and with who the data is shared with.
12.6. If at any time EUROMEDFIN determines that Relevant Personal Data has been compromised, EUROMEDFIN will notify you immediately and assist in providing notification to the proper parties as EUROMEDFIN deems necessary.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. All Intellectual Property rights in and to the EUROMEDFIN Platform shall belong absolutely to EUROMEDFIN both during the term of these Terms of Use and thereafter. These Terms of Use do not operate to vest in you any right, title or interest to or in the Intellectual Property of EUROMEDFIN.
13.2. All Intellectual Property rights in and to: (i) EUROMEDFIN’s products and Services (including the trademarks, designs of EUROMEDFIN’s products, any logo created by EUROMEDFIN for use on EUROMEDFIN’s products, Services and any improvements and modifications made by the parties to EUROMEDFIN’s products and Services); and (ii) all advertising and promotional materials produced by or on behalf of EUROMEDFIN, shall belong absolutely to EUROMEDFIN both during the term of these Terms of Use and thereafter.
13.3. You acknowledge and agree that these Terms of Use do not operate to vest in you any right, title or interest to or in the EUROMEDFIN’s Intellectual Property and you will not attempt to register anywhere in the world any of the trademarks, trade name or service mark confusingly similar to any of the EUROMEDFIN’s trademarks. Further, you acknowledge that you do not have any rights whatsoever to use or to license or authorize any third party to use any EUROMEDFIN’s Intellectual Property without the prior written consent of EUROMEDFIN.
13.4. Unless otherwise specified in these Terms of Use, all Materials, including the arrangement of them on the EUROMEDFIN Platform are the sole property of EUROMEDFIN, or the property of EUROMEDFIN’s suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by Applicable Law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
13.5. You may choose to or we may invite you to submit feedback, modifications, suggestions, improvements, comments, ideas, or the like about the Platform, including without limitation about how to improve the Service or our other products (“Ideas”). You hereby grant to EUROMEDFIN a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Ideas in connection with the Platform and any of EUROMEDFIN’s other products, technology, services, specification or other documentation.
14. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
14.1. EUROMEDFIN respects the Intellectual Property rights of others and encourages you to do the same. Accordingly, EUROMEDFIN has a policy of removing User Content that violates intellectual property rights of others, suspending access to the EUROMEDFIN Platform (or any portion thereof) to any user who uses the EUROMEDFIN Platform in violation of someone’s Intellectual Property rights, and/or terminating in appropriate circumstances the account of any user who uses the EUROMEDFIN Platform in violation of someone’s Intellectual Property rights.
14.2. EUROMEDFIN implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with Applicable Law. If you believe your copyright or other Intellectual Property right is being infringed by the use of the EUROMEDFIN Platform, please provide written notice to our agent for notice of claims of infringement: info@euromedfin.com.
14.3. To be sure the matter is handled immediately, your written notice must:
a) contain your physical or electronic signature;
b) identify the copyrighted work or other Intellectual Property alleged to have been infringed;
c) identify the allegedly infringing material in a sufficiently precise manner to allow EUROMEDFIN to locate that material;
d) contain adequate information by which EUROMEDFIN can contact you (including postal address, telephone number, and e-mail address);
e) contain a statement that you have a good faith belief that use of the copyrighted material or other Intellectual Property is not authorized by the owner, the owner's agent or the law;
f) contain a statement that the information in the written notice is accurate; and
g) contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
14.4. Unless the notice pertains to copyright or other Intellectual Property infringement, EUROMEDFIN will be unable to address the listed concern.
14.5. EUROMEDFIN reserves the right, in its sole discretion, to terminate the account or access of any user of the EUROMEDFIN Platform who is the subject of repeated infringement notifications.
14.6. You agree that a violation of EUROMEDFIN’s Intellectual Property rights and the provisions of the Terms of Use will cause irreparable injury to EUROMEDFIN for which monetary damages would not be an adequate remedy and EUROMEDFIN shall be entitled to equitable relief in addition to any remedies it may have under these Terms of Use or under Applicable law, without a bond, other security, or proof of damages.
15. TERMINATION
15.1. EUROMEDFIN may terminate any relationship with you at any time with immediate effect without giving prior written notice if:
a) you commit a material breach of any provision of the Terms of Use which, in the case of a breach capable of being remedied, has not been remedied to the satisfaction of EUROMEDFIN claiming the breach within thirty (30) Business Days’ of notice in writing specifying the breach and requiring the same to be remedied having been given; or
b) you commit (or your representatives or affiliates commit) fraud; or
c) if it is required to do so due to an amendment of Applicable Law or due to a decision by a court or a Government Body.
d) EUROMEDFIN, acting in good faith, reasonably believes that you are involved in any activities or omissions that would qualify as a criminal offence pursuant to Applicable Laws;
e) you disrupt EUROMEDFIN’s regular business activities by means of, for example, spoofing, parameter tampering, exploitation of bugs, brute force or denial of service attacks and any other malicious activities;
f) you fail to successfully pass any anti-money-laundering or risk due diligence, or KYC Process executed by EUROMEDFIN.
15.2. In case of termination pursuant to the preceding paragraph, you unconditionally acknowledge and agree that your account will be forfeited.
16. SUSPENSION OF SERVICES
16.1. EUROMEDFIN is entitled, in its sole discretion,to suspend your account or its Services in the event of reasonable grounds, ifyou fail to properly fulfil its obligations under the Terms of Use. In thatcase EUROMEDFIN shall notify you thereof within three (3) Business Daysfollowing the suspension.
16.2. If for the purpose of determining the continuation of the Services and your account you do not provide complete and accurate information in response to such a request, EUROMEDFIN may refuse to restore your access to the EUROMEDFIN Platform.
16.3. EUROMEDFIN shall provide you with notice of such action. EUROMEDFIN reserves the right to close, suspend or limit access to the EUROMEDFIN Platform in the event EUROMEDFIN is unable to obtain and verify such information for monitoring purposes or in the case of your non-compliance with the obligations, representations and warranties from these Terms of Use.
16.4. EUROMEDFIN reserves the right to take action, with or without advance notice, if EUROMEDFIN believes you have violated these Terms of Use, including without limitation, disabling your ability to access the EUROMEDFIN Platform, and/or other actions.
16.5. Suspension of Services shall be for any reasonable period of time required by EUROMEDFIN to fully investigate your account activity and resolve, to EUROMEDFIN’s sole satisfaction, the subject questionable, suspect or fraudulent transactions or activities.
16.6. The right to extraordinary termination as sets herein shall remain unaffected by such suspension.
17. AMENDMENT OF TERMS OF USE
17.1. EUROMEDFIN is entitled to amend these Terms of Use from time to time or may choose to modify, suspend or discontinue any part or all of the Terms of Use. EUROMEDFIN shall inform you of any modifications of these Terms of Use by posting them on the Website and revising the effective date of the change at the header of the Terms of Use.
17.2. Such amendments shall be deemed approved, unlessEUROMEDFIN hasreceived a written objection from you. If you object to any such modifications,your sole recourse shall be to cease using the EUROMEDFIN Platform. Continueduse of the EUROMEDFIN Platform after the effective date of such modificationsindicates you acknowledge and agree to be bound by the modifications.
17.3. Hereby you acknowledge that these Terms of Use may be superseded by expressly-designated legal notices or terms applicable to specific Services or portions of the EUROMEDFIN Platform. Such expressly-designated legal notices or terms are incorporated into these Terms of Use and supersede the provision(s) of these Terms of Use that are designated as being superseded for such Services or portion of the EUROMEDFIN Platform.
18. NOTICES
18.1. By creating an account, you consent to receive electronic communications from EUROMEDFIN (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your account and are part of your relationship with us. EUROMEDFIN may also send you promotional communications via email EUROMEDFIN thinks will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Services and you may opt out of these communications through the Service.
18.2. These electronic communications are part of your relationship with EUROMEDFIN. You agree that any notices, agreements, disclosures or other communications that EUROMEDFIN sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
19. DISPUTE RESOLUTION
19.1. These Terms of Use shall be governed by the laws of the Republic of Croatia, without regard to its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. All Disputes arising out of or relating to this contract, including such relating to its breach, termination or invalidity, and any legal consequence thereof, shall be finally settled by the Commercial Court in Zagreb.
19.2. For all Disputes you must first give EUROMEDFIN an opportunity to resolve the Dispute. You must commence this process by emailing written notification to EUROMEDFIN at info@euromedfin.com. That written notification must include (1)your name, (2) your address, (3) a written description of your Dispute, and (4)a description of the specific relief you seek. If EUROMEDFIN does not resolve the Dispute to your satisfaction within 45 (forty five) days after it receives your written notification, you may pursue your Dispute in court.
19.3. You agree that regardless of any statute or lawto the contrary, any claim or cause of action arising out of or related to theuse of the EUROMEDFIN Platform or the Terms of Use must be filed within one (1)year after such claim or cause of action arose or be forever barred.
19.4. Waiver of Class Action -You waive off any/all right of class action lawsuit and/or in any other proceeding in which either party acts or proposes to act in a representative capacity shall only bring claims in an individual capacity through individual process.
19.5. If you are a consumer, you may also request anextra-judicial mechanism to resolve any dispute relating to these Terms of Usefrom the competent bodies as defined in the applicable consumer rules. As anexample, the European Online Dispute Resolution Platform (http://ec.europa.eu/consumers/odr/) provides information on alternative dispute resolution methods that may be of interest to you, but you are free to choose another extra-judicial mechanism.
19.6. If there is a Dispute between users of the EUROMEDFINatform, or between any user of the EUROMEDFIN platform and any third party,you acknowledge and agree that EUROMEDFIN is under no obligation to becomeinvolved. In the event that a Dispute arises between you and any third party,you hereby release EUROMEDFIN, EUROMEDFIN’s officers, managers, members,directors, employees, attorneys, agents, and successors in rights from anyclaims, demands, and damages (actual and consequential) of every kind ornature, known or unknown, suspected or unsuspected, foreseeable orunforeseeable, disclosed or undisclosed, arising out of or in any way related tosuch Disputes.
20. MISCELLANEOUS
20.1. You hereby acknowledge and agree that EUROMEDFIN and you are NOT a party to any oral or written agreement, or any other contract entered into between one or more users of the EUROMEDFIN Platform in connection with any Services offered by EUROMEDFIN. These terms govern the agreement between EUROMEDFIN and you.
20.2. No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the EUROMEDFIN Platform. You do not have any authority whatsoever to bind EUROMEDFIN in any respect. Neither EUROMEDFIN nor any users of the EUROMEDFIN Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
20.3. Neither the Terms of Use nor any rights, dutiesor obligations under it may be assigned,delegated, transferred, or otherwise disposed of byyou in whole or in part without the prior written consent of EUROMEDFIN, provided that the rights, duties and obligations of EUROMEDFINmay be assigned, sublicensed, subcontracted,delegated, transferred or otherwise disposed of, in whole or in part, to anaffiliate without your prior written consent.
20.4. No failure or delay (in whole or in part) of either EUROMEDFIN or you to enforce at any time any provisions of the Terms of Use, or to exercise any rights or remedies provided by law or hereunder shall be construed to be or operate as a waiver thereof or affect any other right or remedy. No single or partial exercise of any such right, power or remedy shall prevent any further or other exercise of the same or the exercise of any other right, power or remedy.
20.5. If any provision of the Terms of Use shall be declared invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of the Terms of Use which shall continue in full force and effect and EUROMEDFIN shall in good faith in order to agree substitute the invalid, unenforceable or illegal provision in a way which as nearly as possible validly gives effect to the original intention as expressed in the Terms of Use.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@euromedfin.com.