Terms of Use

 

1. Interpretation

1.1 Capitalized words in bold type have meanings defined under these Terms of Use.

1.2 The definitions indicated below shall have the same meaning regardless of whether they appear in singular or plural.

 

2. General Overview

2.1 Your use of metropuli.com is provided based on your country of residence by one of the following parties (hereinafter “Metropuli,” “We,” “Us,” or “Our”):

2.2 These Terms of Use (hereinafter the “Agreement”) explain the terms by which a person may access and use Metropuli Exchange and any other product offered by Metropuli, provided on or in connection with the product specified in article 4 of this Agreement (hereinafter the “Product” or “Website”).

2.3 These Terms apply to all visitors, users, and others who register for or otherwise access or use the Product (hereinafter referred as “You,” “Your” or “Users”).

2.4 By accessing or using the Product, registering for an account with us, and/or clicking a button on a box marked “I Agree”, you electronically confirm that you have read, understood, and agree to be bound by these Terms of Use (hereinafter referred as “Terms”) and other policies (such as the Metropuli Privacy Policy, etc.) referenced in this Agreement.

2.5 Certain services may be subject to additional terms and conditions specified by us from time to time, and your use of such services is subject to those additional terms and conditions, which will be incorporated into these Terms by reference.

2.6 Metropuli does not endorse or recommend any particular crypto asset, transaction, or exchange strategy. You acknowledge and agree that all transaction decisions are made solely by you, and Metropuli bears no responsibility or liability for the outcome of your decisions.

THE RISK OF LOSS ARISING FROM USING OUR PRODUCT CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER BUYING OR SELLING A CRYPTO ASSET IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

Please read this Agreement carefully to ensure that you understand and agree with each provision. If you do not agree to these Terms of Use or any expected modifications in the future of these terms, you should not use our Product.

3. Eligibility

Before using the Product, You represent, warrant, covenant and agree that:

3.1 You use our Product at your sole option, discretion and risk;

3.2 You can use our Product if it is permitted under the laws of Your jurisdiction (Country of permanent residence);

3.3 You are solely responsible for any applicable taxes or other legal liabilities which may be payable or arise while using our Product;

3.4 You are at least 18 years old or of other legal age, according to your relevant jurisdiction, since we do not permit those under 18 to use the Product;

3.5 You are an individual, legal person or other organization with full legal capacity and authority to agree to and enter into this Agreement;

3.6 If you agree with this Agreement on behalf of a legal entity or other organization of which you are a representative, you represent and warrant that you have all necessary rights and authority to bind such legal entity;

3.7 You agree to pay the fees for our Product as defined by Metropuli, which We may change from time to time;

3.8 You acknowledge that there are risks associated with an Internet-based system, such as the failure of hardware, software, and Internet connections, etc., including any malfunction, unintended function, unexpected functioning of, or attack on our website, metropuli.com.

 

4. Use of Our Product

4.1 The Product allows registered users of the Product to:

4.1.1 Buy or sell digital assets in exchange for other digital assets, or for fiat currency;

4.1.2 Withdraw fiat currency and/or digital assets from your Metropuli Account;

4.1.3 Store fiat currency and/or digital assets on your Metropuli account.

4.2 You may be unable to use all functions of the Metropuli Site or Product depending on your country of residence.

4.3 Metropuli, at its discretion, may modify or update the Scope of Product, in whole or in part at any time.

4.4 You should not assign your rights to use the Product, grant an interest in or over your rights to use the Product, or otherwise transfer any part of your rights under these Terms.

4.5 These Terms do not grant to you any license or permission to copy, distribute, modify or otherwise use any application programming interface, notwithstanding any provision to the contrary.

4.6 You will not, nor encourage or assist any third party to:

(a) use any unauthorized means to gain access to the Product or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Metropuli) to access or use the Product, or distribute instructions, software or tools for that purpose;

(b) modify, alter, tamper with, repair or otherwise create derivative works of the Product;

(c) interfere with or disrupt servers or networks used by Metropuli to provide the Product;

(d) damage, disable, overburden, or impair the Product (or any network connected to the Product);

(e) use the account of another user at any time except by a mechanism provided by Metropuli and authorized by such user;

(f) to use the Product in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, or any Metropuli user guides and policies available via the Product;

(g) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data;

(h) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise.

 

5. Use of Accounts

5.1 Your Metropuli account gives you access to the Product and any other functionality that we may establish and maintain from time to time and in our sole discretion.

5.2 We may maintain different types of accounts for different types of Users.

5.2.1 If you open a Metropuli account on behalf of an organization, or other entity, then “you” includes you and that entity, and You represent and warrant that you are an authorized representative of the organization or entity with the authority to bind the organization or entity to these Terms, and that you agree to these Terms on the entity’s behalf.

5.2.2 You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date.

5.3 You are responsible for maintaining adequate security and control of any and all log in IDs, passwords, private keys, personal identification numbers (PINs), and any other codes that you use to access the Product.

5.4 You must keep your account credentials confidential and not authorize any third party to access or use the Product on your behalf, unless we provide an approved mechanism for such use.

5.5 You will notify us at info@metropuli.com of any security breach of your account, system or network as soon as possible. You will cooperate with us in the investigation of any suspected unauthorized access to or use of the Product using your account credentials and any security breach of your account, system, or network, and provide us with the results of any third-party forensic investigation that you undertake.

5.6 You will be responsible, and Metropuli will have no liability, for all activity that takes place with your Metropuli account accessed using your account credentials, whether or not authorized by you.

5.7 Metropuli generates wallet addresses that you may use to send, receive and store Crypto Assets.

5.8 You are solely responsible for maintaining the security of your Wallet.

5.9 You must keep your Wallet access information secure. Failure to do so may result in the loss of control of Crypto Assets stored on the wallet and we will not have responsibility for it.5.10 You acknowledge that Your deposit address (Wallet) for incoming crypto transactions may expire after 2 months of extended inactivity. We will give You notice of the expiration of a particular address 24 hours in advance via e-mail. Any funds subsequently transferred to an expired address may be lost forever. We are not responsible for funds sent to an expired deposit address. You will be able to create a new deposit address after an old one expires.5.11 You acknowledge and agree that it may take up to 48 business hours to execute a deposit or withdrawal order for fiat currency. The deposit/withdrawal settlement times might be delayed due to Our non-working hours, bank holidays, the processes of partner banks, and the processes of Your bank. In addition, deposit settlement times may be delayed because of technical issues. Metropuli may be forced to cancel or recall an already executed Withdrawal Transaction at the request of financial institutions, including but not limited to the banks that are involved in the settlement of such Transactions. In such cases, You are obliged to cooperate with Metropuli in order to discover the reasons for such a request.

 

6. Suspension, Termination, and Cancellation

6‍.1 We may, without prior notice, suspend the Product, change the Product, stop providing the Product or features of the Product to you or to Users generally; or create usage or Transaction limits for the Product.

6.2 We may permanently or temporarily terminate or suspend your access to the Product without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or Metropuli may suspend, restrict, or terminate your access to any or all of the Product, and/or deactivate or cancel your account if:

6.2.1 We are so required by a court order, or binding order of a government authority;

6.2.2 We reasonably suspect you of using the Product in connection with a prohibited activity;

6.2.3 Use of your account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity.

 

7. Indemnity

7.1 You agree to defend, indemnify and hold harmless Metropuli and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

7.1.1 your violation of any term of these Terms of Use, including without limitation your breach of any of the representations and warranties above;

7.1.2 your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;

7.1.3 your violation of any applicable law, rule or regulation; or

7.1.4 your willful misconduct.

 

8. No Warranty

8.1 The Product is provided on an “as available” basis. Use of the Product is at your own risk.

8.2 Metropuli, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Product will meet Your requirements; that the Product will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Product is free of viruses or other harmful components. Any technical or mechanical defect/error is considered an unforeseen circumstance, and in such circumstances Metropuli is entitled to cancel/return the transactions executed during the defect. If You received extra funds/cryptocurrencies due to the defect/error, Metropuli is entitled to deduct the funds/cryptocurrencies received by You as a result of the defect/error. Any content downloaded or otherwise obtained through the use of the Product is downloaded at your own risk and You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Product.

8.3 Metropuli does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Product or any hyperlinked website or service.

9. Limitation of Liability

9.1 In no event will Metropuli, its subsidiaries, affiliates, officers, agents, employees, representatives, partners, suppliers, or licensors be liable for any indirect, incidental, special, punitive, or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, loss of digital assets, or user content) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if any of the foregoing parties have been advised as to the possibility of such damages.

9.2 In no event will the aggregate liability of Metropuli, its subsidiaries, affiliates, officers, agents, employees, representatives, partners, suppliers, and licensors, arising from or relating to these Terms or the Product exceed 150 GEL.

 

10. Refund Policy

10.1. Our company grants the right to a refund to all its clients in cases where a transaction related to the deposit or withdrawal of fiat funds using the SWIFT network (wire transfer) has not yet been processed and does not have “Complete” status. Transactions that are processed by bank card or transactions involving the exchange of cryptocurrencies are not refundable. Refunds in excess of the originally paid amount are not possible. Clients are notified of decisions made by Metropuli regarding refunds by e-mail sent from Metropuli to the clients’ email addresses registered in the Metropuli system.

10.2. To request a refund, the client shall contact Metropuli by writing a message to the company’s e-mail address info@metropuli.com with a request for a refund and indicating the transaction number for which a refund is required. In order to respond more quickly to a request to stop processing a transaction, Metropuli strongly recommends you also to contact customer support requesting a cancellation of the transaction and a refund. After receiving the refund request, the client will be notified of the decision.

10.3. Please note that, on average, it can take up to 2 working days for a refund request to be processed from the moment we receive the mentioned request from the customer. All information related to the refund request is carefully checked and verified by Metropuli. In case of a positive decision, fiat funds will be returned to the client by the same method used and to the same bank account details from where the client made the initial transaction to Metropuli. Refunds are made by SWIFT (bank transfer) on bank working days. Please note that the refunded deposit to the client’s bank account could take up to five business days, depending on each bank’s internal policies and/or procedures, which our company cannot influence in any way.

10.4. In the request consideration process Metropuli may require additional documents, such as identity documents, or a payment order, or any other document as proof of payment. If the requested documents from the client's side are not provided within 2 working days after the company's request, or Metropuli doubts the authenticity of the provided documents, the processing time for the refund request will be extended, and a decision will be made regarding further actions on the part of Metropuli. Until all the circumstances are clarified and/or the verification of documents is completed, Metropuli reserves the right to freeze the client's fiat funds in the amount requested for the refund.

10.5. Clients must provide accurate and correct information related to the initiated transaction. Metropuli is not responsible for the result of any transaction made due to client error, or due to the provision of incorrect or misleading information.10.6. Any costs and fees related to refunds will be borne by the client. These fees will be deducted from the customer’s received amount.

 

11. Governing Law, Arbitration

These Terms and their enforcement shall be governed by and construed pursuant to the laws of Georgia. The parties submit all their disputes arising out of or in connection with these Terms of Use to the exclusive jurisdiction of the Courts of Georgia

 

12. Intellectual Property

12.1 All our intellectual property assets (“IP”) including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics are protected by local and international intellectual property laws and treaties.

12.2 In any case you may not alter, modify, reproduce, distribute or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.

 

13. Communications

13.1 You agree and consent to receive electronically all Communications that Metropuli may be willing to communicate to you in connection with your Metropuli Account and/or use of our Product.

13.2 For the purposes hereof “Communications” shall mean all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to you by Metropuli.

13.3 You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to info@metropuli.com. In this case, you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Metropuli may suspend or terminate your use of the Product.