Service Terms and Conditions
1. Contents
This document sets forth the terms and conditions (“T&Cs”) that govern the relationship between Jolsay S.A. (“Ripio”) and the individual users (individually, a “User” or collectively, the “Users”) that use the services provided by Ripio (the “Services”) through the access to and/or use of one or more of the following platforms: (i) the website https://openloot.com (the “Platform”).
Users acknowledge and agree that the Platform is a third-party site not operated or controlled by Ripio.
2. Acceptance of these T&Cs
The User shall read and accept these T&Cs and the Privacy Policy, as well as all the conditions set forth in the policies outlined in the Platform. Such acceptance by the User shall bind the User to Ripio by means of a legally valid contract. We want to inform you that this document contains the terms regarding the treatment of information about the User, your device, and/or your online behavior. If you do not accept these T&Cs and the Privacy Policy, you will not be able to use the Services.
3. Services offered
Upon acceptance of these T&Cs, you will be able to use Ripio Services to exchange one or more digital assets for one or more other digital assets and subsequently transfer them to the address to be provided by Open Loot.
4. Risks of use
Your use of the Services involves certain risks related to: (i) the fluctuation in the value of digital assets, and (ii) the use of the internet or devices. However, the fluctuations in digital asset values can create opportunities for gains, and the internet enhances accessibility. Before using the Services, we strongly recommend that you inform yourself and consult professionals or experts to understand the characteristics of digital assets and the technologies involved. We advise against using the Services if you have not adequately informed yourself.
4.(i) About the fluctuation in the value of digital assets
In any event, you acknowledge and agree that digital assets and any activity associated with them involve financial risks, meaning that you may lose the entirety of the capital committed. Digital assets are highly volatile, to the extent that they may lose all value, depreciate to an insignificant value, or even cease to exist. Digital asset volatility depends on factors beyond Ripio’s control. Therefore, Ripio does not guarantee that the capital committed in any transaction will maintain, increase, or decrease in value.
Please note that Ripio may provide you with information about digital assets and their pricing, but such information should not be construed as financial or investment advice, nor does it represent any advice, recommendation, suggestion, offer, or solicitation by Ripio or its Affiliates. Any transaction with digital assets is solely the User’s decision. No one other than you shall be responsible for any loss in the value of any digital assets you have freely acquired.
For the purposes of these T&Cs, an Affiliate is any person who directly or indirectly controls, is controlled by, or is under common control with Ripio. For purposes of this definition, "control", when used with respect to Ripio, means the power, directly or indirectly, to direct the management and policies of Ripio, whether through the ownership of voting stock or the right to elect a majority of the members of Ripio’s board of directors, and "controlling" and "controlled" should be interpreted accordingly.
4.(ii) About the use of the internet or devices
Ripio does not and cannot guarantee the continuous or uninterrupted access to and use of its Services, as these may eventually be unavailable due to technical difficulties or internet failures in the links or due to any other circumstance beyond Ripio’s control. When such a failure occurs, Ripio will take reasonable preventative measures available to it. Such measures may involve suspension of the Services. Users should understand that such measures are taken in good faith and in their best interests.
Ripio cannot guarantee that the Services and the communication channels with the User will be always free from viruses, spyware, Trojan horses, worms, or other elements that may obtain your information without your consent, damage or destroy your electronic devices, take control of your device, or alter its normal operation (“Harmful Elements”). It is the User’s responsibility and obligation to have adequate antivirus, software, and tools to identify, prevent, and neutralize any type of Harmful Element. Ripio shall not be liable for any direct or indirect damages that the User may suffer due to or in connection with Harmful Elements, fake emails, or emails that appear to come from Ripio but are sent by unrelated third parties (phishing).
5. Requirements to use the Services
To use the Services, you must be of legal age and not have been adjudicated incompetent or have limited capacity to contract or dispose of your assets. Although it is the User’s responsibility to comply with this requirement, Ripio may ask you to provide certain documentation to prove these points. Those Users who have been suspended or permanently disqualified by Ripio may not use the Services again, unless with Ripio’s express authorization. If the registration of legal entities is available and a legal entity is registered, the individual using the Services on behalf of such legal entity must have sufficient capacity and authority to contract on behalf of such legal entity, to dispose of its assets, and to bind it under these T&Cs. In accordance with local regulations, it is not permitted for any person to use the Services as a merchant, service contractor, or service provider. As a User of the Services, you hereby represent and agree that you will only use the Services for personal, non-commercial purposes.
6. Registration for use of the Services
To use the Services, you must duly register in the Platform by providing valid data and correct, accurate, complete, up-to-date, and true personal information (“Personal Data”). You must keep your Personal Data up to date and are responsible for any inaccuracies. Ripio may request certain documentation to verify the information provided by you or to verify your data with public or private databases, and may suspend the Services if you fail to prove the required information. This policy is designed to protect Users who use the Services in good faith. The User authorizes Ripio and its Affiliates to verify the data provided with databases
of public entities, specialized companies, and credit bureaus. Ripio will use the Information for the following purposes: a) identification and authentication; b) administration and commercial or transactional management, c) improvement of the Services, d) statistical purposes, e) sending notifications, promotions, or advertising, among others; and f) as specified in the privacy policy. The User expressly acknowledges and agrees that Ripio may share the User’s information and documentation files with other companies within its economic group and/or with the appropriate regulatory agencies, or with any other competent authority or agency for the purpose of complying with regulatory KYC obligations for the prevention of money laundering and financing of terrorism. The User expressly authorizes Ripio to share the information provided by them (including email address) with financial institutions if required by anti-money laundering and counter-terrorist financing and/or fraud prevention procedures, as well as with service providers or Affiliates that contribute to serve and/or improve or facilitate operations in all jurisdictions where the Services are available for use, including, without limitation, means of payment, means of payment collection, financial institutions, insurance, or payment processing intermediaries, call centers, and entities involved in dispute resolution, which may include, without limitation, insurance companies, arbitrators o arbitration tribunals, or competent courts. Ripio will ensure that certain standards are met in the transmission of information, through the signing of agreements aimed at protecting the privacy and confidentiality of Users’ personal data.
7. Use of the Services
Ripio will disallow registration or suspend a current registration in all cases where it identifies that a User, or if applicable, its shareholders, subsidiaries, controlled entities, directors, officers, employees, or agents are persons located in, incorporated in, or residents of a country or territory whose government is subject to Sanctions, including but not limited to Crimea, Cuba, Iran, Syria, and North Korea. For the purposes of this clause, "Sanctions" shall mean restrictions or prohibitions on the ability to engage in business and other economic activities with certain countries, regions, persons, or entities, as well as any governmental act aimed at depriving an entity (including individuals, corporations, territories, countries, etc.) of financial and economic assets to counteract and attempt to reduce any behavior that threatens national or international security or violates international law. Specifically, any person included in the OFAC (Office of Foreign Assets Control of the United States) Sanctions Lists and United Nations terrorist lists, as well as any domestic list of barred persons, will be rejected, suspended, or disqualified as a User. Registration of Users from the aforementioned territories or sanctioned jurisdictions is prohibited. Individuals or entities about whom there is information suggesting involvement in criminal activities, especially those allegedly related to drug trafficking, terrorism, or organized crime in general, may not register as Users. Pursuant to the terms of this clause, Ripio may reject a registration application or temporarily or permanently cancel, suspend, or prevent a User’s access to or use of the Services under the following circumstances: (i) inconsistencies in the information provided by the User or unusual or suspicious activities related to anti-money laundering, terrorist financing prevention, or fraud prevention; (ii) failure of the User to timely and duly provide or update required information or documentation; (iii) User being subject to Sanctions or located, incorporated, or resident in a sanctioned country or territory, as specified in this clause; (iv) involvement or potential involvement in criminal activities as specified in this clause; (v) identification of suspicious or unlawful activities, or activities not compliant with industry practices and norms; or (vi) User’s violation of all or part of these
T&Cs. In no event shall Ripio’s decision entitle the User to any compensation or indemnification for any reason. It is clarified that in such events, it is possible that no prior notice or statement of reasons will be provided as part of adopting reasonable measures to prevent further damages.
8. Customer Service
The sale, assignment, or transfer, under any title, of the use of the Services is prohibited. The User agrees not to allow or authorize third parties to use the Services. The User undertakes to maintain the confidentiality of their password and the security of the devices used to access the Services, and therefore bears sole and exclusive responsibility for all transactions made from such devices. The User agrees to promptly notify Ripio of any intrusion, attempted intrusion, or unauthorized use of the Services, using any reliable means or through any of the available communication channels. This notification will enable Ripio to take all actions within its power to protect its digital assets. The User acknowledges and agrees that access to the Services is contingent upon the outcome of the relevant analyses, fulfillment of the requirements, and prior approval by Ripio. The Services may not be used by nationals or residents of the United States or Uruguay and, unless otherwise specified, are subject to technical and geographical availability. The User agrees that third-party products and services may be made available through the Services, subject to the third party’s own terms and conditions and privacy policy, which will be promptly communicated to the User by the third party and must be accepted by the User to access such products and services. The User agrees to receive electronic invoices from Ripio via email through the Platform. These invoices will specify the fees that have been duly reported and accepted by the User in each transaction detail. The User acknowledges and agrees that electronic invoices may take up to 48 hours to be sent.
9. User obligations
9.1 Lawful use. Duty of co-operation
The User must use the Services in accordance with their intended purpose and these T&Cs, as well as with the laws, generally accepted morals and good customs, and public order. The User must respond promptly and appropriately to any request for information.
9.2 Transaction management
9.2.1 General. Caps. Subject to technical availability, the User will be able to perform digital asset exchange and transfer transactions through the Platform, among other transactions that Ripio may make available. Each instruction given by the User through the Platform for Ripio to manage a transaction will be an “Order.” Ripio may, at any time, modify the caps on the number or amount of Orders to comply with AML/CFT policies, Ripio’s policies, or any other applicable policies.
9.2.2 Irrevocable proxy. The User acknowledges and agrees that, by issuing an Order, the User: (i) grants Ripio an irrevocable proxy to carry out any transactions necessary to exchange and deliver digital assets, or to perform any other available Service; (ii) irrevocably authorizes Ripio to carry out any transactions (including, without limitation, commercial transactions) that Ripio may deem appropriate, in its sole discretion, to fulfill the Order within the time limits reported to the User, including debiting any interest, cost, or fee applicable to
the transaction; and (iii) grants Ripio an irrevocable proxy to send the digital assets purchased to the address or account specified by Open Loot.
9.2.3 User responsibility. The User is solely responsible for each Order and its consequences and acknowledges that Ripio will not verify the business underlying the Order, the cause, purpose, or circumstances of the Order, or the capacity of the contracting parties. The User is responsible for any errors made when completing or placing an Order (including, without limitation, typing errors -such as those regarding the amount or number of digital assets-, resubmission of forms, or duplication of orders). It is also the responsibility of the User to pay the taxes, fees, charges, and/or similar costs applicable to the transactions
carried out through the Services. Ripio will not be responsible for making any notifications, withholdings, payments, or fulfilling any other obligations of the User to the competent authorities.
9.2.4 Absence of guarantees. The User acknowledges and agrees that Ripio neither guarantees nor is responsible for the fulfillment of: (i) any obligation undertaken by any User, nor (ii) any obligation undertaken by any natural or legal person associated with or related to Ripio for which Ripio is not bound to respond.
9.2.5 Costs and fees. The User acknowledges and agrees that Orders may entail expenses, costs, and fees. All costs and fees charged by Ripio are duly reported on the Services. The User should inquire about the costs or fees imposed by third parties other than Ripio before placing an Order. The placing of an Order by the User constitutes the User’s acknowledgment and acceptance of all related expenses, costs, and fees.
9.2.6 Acceptance and rejection of Orders. Ripio may preventively reject an Order in the events specified in these T&Cs.
9.2.7 Third-party terms and conditions. The User acknowledges and agrees that third parties may be involved in the execution of an Order. These third parties may subject their products and services to their own terms and conditions and privacy policy, which will be promptly reported by Ripio or its supplier and must be accepted by the User in order to access such products and services. In the event of any inconsistency between such third-party terms and conditions and these T&Cs, the User agrees that these T&Cs will prevail.
9.2.8 Caps. Ripio may determine or modify the caps of the different transactions, which will be made known to the User in the respective transaction.
9.2.9 Ripio’s authority. Caps. Transaction reporting. Ripio reiterates that it strictly complies with all laws and regulations issued by local authorities that regulate the activity of digital asset companies. In this regard, Ripio complies with the reporting obligations required by local agencies. By adhering to these T&Cs, Users undertake full, personal, and non transferable liability for their statements, represent that they have the financial standing to transact the intended volumes, and agree that Ripio has the authority to request, at any time, reliable proof of their financial standing. Failure to provide such proof may result in Ripio, at its discretion, reducing the accorded cap or taking other actions permitted by law.
9.3 Digital-asset transactions
9.3.1 Exchange and delivery of digital assets. By placing an order for the exchange and delivery of digital assets, the User acknowledges and agrees to authorize Ripio to provide
them with the requested amount and type of digital assets through any of the channels and in any lawful manner determined by Ripio in its sole discretion, and to deliver the obtained digital assets to the destination address indicated by the User.
9.3.2 Delays. Cancellations. The User agrees that transactions involving digital assets may be subject to delays or cancellations by third parties. The User acknowledges that Ripio will not be liable for any direct and/or indirect damages resulting from such third-party delays and/or cancellations. Ripio will use reasonable efforts within its scope of control to ensure that all transactions involving digital assets are completed within 72 business hours from the time the Order is properly placed.
9.3.3 Fees. The User accepts that Ripio may charge fees for the provision of Services related to transactions with digital assets, calculated as a percentage of the amount of each transaction. These fees will be charged at the time each transaction is executed, and the applicable percentages are published on the Platform. It is expressly provided that Ripio
reserves the right to unilaterally modify the percentages and terms of payment for fees at any time. Any change in the fee schedule will be published and/or notified to Users through one of the available digital channels.
9.3.4 Exclusion of warranties and liability with respect to blockchain technologies. Forks. Ripio has no authority or control over the blockchains or software protocols that govern digital-asset transactions available through the Services. Generally, these are open-source blockchains and protocols and anyone can use, copy, modify, and distribute them. Consequently, Ripio assumes no responsibility for the operation of such protocols, nor does it warrant their functionality, security, or availability. By using the Services, the User acknowledges and agrees that blockchains and protocols are subject to sudden changes in their operating rules (such as in the case of possible bifurcations or “Forks”), which may materially and/or significantly affect the value, functionality, or name of the digital asset involved, and create new digital assets. In the event of a Fork, Ripio may immediately suspend its operations temporarily and, if it deems necessary, may (a) configure or reconfigure its systems, and/or (b) decide not to support (or stop supporting) a protocol and/or the original and/or alternative digital asset, provided always that the User may withdraw the original digital assets. The User accepts that Ripio is and will not be obliged to assign or otherwise credit to the User’s account the alternative digital assets resulting from a Fork. The User agrees that Ripio does not assume any obligation or responsibility with respect to a Fork, an unsupported branch of a blockchain, or an alternative protocol to an existing one.
Furthermore, the User acknowledges and agrees that transactions made on the Blockchain are irreversible once confirmed through the protocol established in each case and that Ripio has no capacity to reverse them.
9.4. The User acknowledges and agrees that the Platform may indicate a benchmark quote for the exchange of digital assets. However, such benchmark quote may change between the time the User views it and the time Ripio receives the digital assets and executes the Order. The User acknowledges and agrees that Ripio will use commercially reasonable efforts to execute the Order at a market quote that is reasonably similar to the benchmark quote. The User undertakes that it shall have no claim against Ripio for any differences between the benchmark quote and the market quote at which the Order is executed.
10. User Prohibitions
The User undertakes to refrain from carrying out, either directly or through a third party, the following actions, without limitation:
a) using the Services or any of their contents in a way or for purposes that Ripio deems contrary to these T&Cs, the law, morals, good customs, or public order; b) using the Services to send, duplicate, or publish files or any type of information whose contents are obscene, abusive, defamatory, libelous, pornographic, political, or contrary to laws, morals and good customs, or containing malicious software such as viruses, worms, or any other feature capable of destroying or damaging the operation of an electronic device or the systems or servers of Ripio, its Affiliates, or a third party;
c) using the Services to send, duplicate, or publish files in violation of third-party intellectual property rights;
d) exploiting or taking malicious advantage of an attack on the Services, a vulnerability, or an error of the Services, for the benefit of the User or of a third party;
e) using the Services on behalf of third parties, or allowing any person (including, without limitation, through an assignment, license, transfer, or lease) to use the Services, including charging for the Services;
f) placing Orders for transactions that constitute or can be construed as cash loans or advances to themselves or to third parties, or as steps in a process ending in or involving such loans or advances;
g) using automated or manual programs, software, or devices to monitor or copy the information or any type of content or element of the Services;
h) linking the Services in any way to unsolicited promotions, political campaigns, commercial messages (SPAM), or to any chain messages or content designed to deceive or obtain improper benefits from Users or third parties;
i) carrying out actions that restrict, deny, or prevent any individual, group, entity, or organization from accessing or using the Services and the content and products offered; j) attempting to violate any authentication and security systems of the Services; k) attempting to obtain any type of material or content accessible through the Services by using procedures or means other than those that have been expressly indicated or made available to the User, as the case may be;
l) including frames, links, or deep links to the Services, both from other websites and from any software or electronic device;
m)taking any action that imposes a disproportionate or unconscionable burden on the technological infrastructure;
n) using meta tags or any other type of hidden text with the name “Ripio” or any other name or trade name and/or intellectual property rights belonging to or owned by Ripio or its licensors or Affiliates;
o) Issuing an invoice addressed to Ripio, unless there is a commercial agreement in place between the User and Ripio whereby Ripio has agreed to pay for goods or services. Any invoice issued to Ripio in any other case will be void.
11. Credits
The User acknowledges that Ripio does not, on its own, grant credits of any kind. 12. Modifications to the T&Cs
Ripio may modify these T&Cs at any time. The User will be notified of such modifications through the publication of the revised T&Cs. The User agrees that accessing or using the Service after such modification entails full acceptance of the revised T&Cs. If the User does not agree with the revised T&Cs, they must stop accessing or using the Services.
13. Content. Intellectual Property
All content of the Services, including, but not limited to, the design of its screens, promotional materials, brands, trade names, distinctive signs, texts, graphics, logos, images, icons, buttons, videos, sounds, music, data bases, source code, software, and color combinations (“Content”), is the property of Ripio or its licensors. The Content may not be reproduced, modified, transformed, edited, translated, transferred, distributed, represented, marketed, disseminated, stored, used for purposes other than those outlined in these T&Cs, or be the subject of derivative works, without prior written authorization from the rights holder.
The fact that the User can access the Services does not grant the User any license, right, or ownership of the industrial or intellectual property rights in all or any portion of the Content. Users are granted only a non-exclusive, revocable, and limited license to access and use the Services and the Content in accordance with these T&Cs.
If the User believes that any third-party intellectual property rights are infringed by the Services or in the Content, they must notify Ripio at the address indicated in these T&Cs, attaching all necessary supporting information and documentation.
14. Termination of Services. Absence of responsibility
The User accepts that Ripio may, at any time and without prior notice, interrupt, suspend, discontinue, remove, or modify the Services and any product or Service offered, based on a reasoned decision.
Ripio will not be responsible for the insolvency of third-party service providers hired by Ripio to provide the Services.
15. Ripio employees
Ripio’s and its Affiliates’ employees may use the Services strictly following these T&Cs and are subject to these T&Cs under the same conditions as any other User. It is understood that they use the Services for personal purposes and under no circumstances on behalf of Ripio or any of its Affiliates. Therefore, neither Ripio nor any of its Affiliates is responsible for the transactions carried out by their employees.
16. Miscellaneous
If any provision of these T&Cs is determined to be void by a competent authority or court, such determination shall not affect the remaining provisions, which shall continue to be in full force and effect.
The User understands and agrees that Ripio’s failure to act regarding the User’s noncompliance or breach of any provision of these T&Cs shall not be construed as Ripio’s consent to such noncompliance or breach, nor shall it prevent Ripio from subsequently enforcing the same or any other provision.
Additionally, the User understands and agrees that the availability of any functionality not mentioned in these T&Cs does not entitle the User to its continued availability or to any compensation if it is discontinued, with or without prior notice.
17. Assignment
Ripio may assign its contractual position, this contract, and any of the rights and obligations arising from this contract to any of its Affiliates or a third party. The User will be notified of any such an assignment.
Without the express written consent from a duly authorized representative of Ripio, the User may not assign their contractual position, this contract, or any of the rights or obligations arising from this contract to any third party.
18. Consent for electronic notifications
The User grants their express consent for all information related to their capacity as a User and/or the Services to be sent to the last email address provided by the User and/or through any other means of electronic notification.
19. Dispute resolution. Governing law and jurisdiction
These T&Cs shall be governed by, and construed in accordance with, the laws of Uruguay without exception.
In the event of any dispute, difference, or conflict arising from the use of the Services or the interpretation, validity, and/or scope of these T&Cs, the User may initiate a claim through the means provided in these T&Cs or, otherwise, notify Ripio of their claim by reliable means, so that the parties can attempt to reach an agreement before filing a claim in the applicable jurisdiction.
20. Suggestions, opinions, complaints, and comments
Ripio may consider, implement, disseminate, or adapt all suggestions, opinions, complaints, and comments made by the User through any means, without entitling the User to any rights.
21. Notices
All notices to be given to Ripio regarding access to or use of the Services under these T&Cs shall be given in writing to Ripio’s email or postal address below:
Jolsay S.A.
Address: Dr. Luis Bonavita 1294, oficina 1901, CP 11300, Montevideo, Uruguay Email: [email protected]