Law

If the customer becomes aware that his/her PIN has been lost, misused, or unauthorized knowledge of the PIN was gained by another person, the accepting party shall immediately notify Compay’s customer relations team service@compay.de to have the KM$ balance blocked.

When redeeming the KM$, the customer concludes his own contracts with the accepting parties regarding the services to be provided by them. In doing so, the acceptance parties do not act as vicarious agents of Compay and Compay also does not act as vicarious agent of the acceptance parties. Possible warranty and/or guarantee claims with regard to services of the accepting parties, which the customer acquires against redemption of KM$, are to be settled between the customer and the respective acceptance party to the exclusion of claims against Compay. Compay does not assume any guarantee the willingness of the acceptance parties to conclude individual contracts or to provide a service.

12.1  In order to be able to redeem KM$ as intended, the customer must acquire KM$ credit (“top-up”).

12.2  The required order to top-up the account is issued by the customer to Compay through the portal. The customer is not obliged to top-up the KM$ balance. Conversely, Compay is also not obliged to accept a top-up order.

12.3  The top-up is carried out by SEPA transfer or (if offered) by SEPA direct debit of an amount in Euro from an account of the customer to an account held by Compay for this purpose. This account is an account of Compay; the customer has no power of disposition over this account. Amounts transferred are non-interest bearing. Compay reserves the right to expand or limit the payment methods available at any time.

12.4  The customer receives information about the current status of the KM$ balance via the portal.

12.5  The transfer and provision of KM$ credits does not constitute a checking account function with regard to the clearing accounts to which the corresponding credits are booked. The KM$ credit balance allocated to the respective customer shall serve exclusively for participation in the KM$ system and shall not bear interest.

12.6  Compay reserves the right to charge cancellation fees, fees for chargebacks, return debits and similar costs that may be incurred in the event of erroneous payment transactions or to deduct a corresponding KM$ amount from the KM$ credit balance of the relevant customer.

12.7  Compay reserves the right to set minimum and/or maximum deposit amounts and/or total account balance or to adjust the existing maximum amounts.

12.8  When issuing a top-up order, the customer assures that all acquisition prerequisites pursuant to Clause 13 are met in his/her person. If it subsequently transpires that the acquisition requirements were not met or if these requirements subsequently cease to apply, Compay may cancel the KM$ credit.

13.1 The purchase of KM$ by the customer requires that the customer:

13.1(a) has previously registered on the portal and has validly agreed to the portal’s General Terms and Conditions;

13.1(b) has reached the age of 18;

13.1(c) has the main residence in the European Economic Area;

13.1(d) is not on a sanctions list of the United Nations, the European Union, HM Treasury (UK) and/or OFAC/SDN (USA);

13.1(e) is not evidently involved in political or religious extremism;

13.1(f) is not involved in the production or trade of weapons, nuclear energy, hunting poaching or the illegal killing of strictly protected species, the production or trade of or other service offerings including the offering of consumer products related to marijuana/cannabis (esp. THC), security and defence activities and services (incl. asset protection services, event protection and personal security), the production or trafficking of non-medical drugs and illegal substances, (online) gambling, unlicensed or unauthorized financial and investment services, including offering virtual currency platforms and wallet offerings without a license and/or unlicensed payment services through third parties;

(collectively, the “acquisition requirements”). Compay may expressly impose additional acquisition requirements or allow exceptions for future contracting or top-up orders.

13.2 Compay reserves the right to request the necessary evidence from the customer at any time in order to verify compliance with the acquisition requirements.

No interest is be paid on the customer’s KM$ balance.

The customer cannot exchange his KM$ credit back for euros.

16.1 The KM$ credits acquired can be redeemed within three years from the date of their receipt or topping up (“KM$ duration”). When KM$ are used, the first KM$ received or topped up will also be used and charged first.

16.2 KM$ that are not redeemed within the duration will expire. Expired KM$ can no longer be used and will be deleted without replacement.

17.1  Compay is entitled to block the use of the KM$ credit with immediate effect if

17.1(a) factual reasons exist in connection with the security of the KM$ credit;

17.1(b) there is suspicion of unauthorized or fraudulent use of the KM$ balance; and/or

17.1(c) the customer has violated.

      (1) the community guidelines of the portal;

      (2) the portal’s General Terms and Conditions;

      (3) the KM$ Terms and Conditions; and/or

      (4) this KM$ Issuance Agreement.

.

17.2 Depending on the reason for blocking, the blocking may be permanent or limited to a reasonable period of time. As long as and insofar as KM$ credit is blocked, there is no possibility to use the KM$ credit.

17.3 To the extent permitted by law, the acceptance party will inform the customer in advance, but no later than immediately after the blocking, of any blocking and the termination or interruption of the possibility of use, stating the reasons.

17.4 In the event of only temporary blocking of the KM$ credit, Compay will lift the block again if the reasons for the blocking are no longer given.

17.5 In the event of permanent blocking, the KM$ credit of the customer will be deleted without replacement.

18.1 The KM$ issuance contract is concluded for an indefinite period.

18.2 The customer may terminate the entire business relationship at any time without observing a notice period.

18.3 Compay may terminate the entire business relationship or individual business relationships at any time with a notice period of two (2) months.

18.4 Compay is entitled to terminate the acceptance agreement without observing a notice period at the point in time at which the agreement ends in accordance with the customer’s KM$ General Terms and Conditions with Ideawise.

18.5 Termination for good cause shall remain unaffected for both contractual partners. Good cause shall be deemed to exist in particular if

18.5(a) the customer no longer fulfils or has never fulfilled the acquisition requirements according to clause 13; and/or

18.5(b) Compay ceases its business operations or is not (any longer) in possession of the licenses and permits required for the provision of its business operations and/or these have been withdrawn and/or prohibited for any reason; and/or

18.5(c) material adverse circumstances become known about a party which make it unreasonable for the other party to continue in the contract; and/or

18.5(d) a material deterioration of the financial situation of a party occurs or threatens to occur (for example also due to an (imminent) filing of an application for insolvency or composition proceedings, return of a debit note due to insufficient funds, negative credit report), its financial situation does not appear to be secure, or if at a later point in time it culpably fails to comply with its information obligations under this agreement; and/or

18.5(e) a competent supervisory authority objects to this contractual relationship; and/or

18.5(f) a party breaches its contractual obligations even after a warning has been issued and a reasonable period of time has elapsed for remedial action; however, a warning and/or the setting of a deadline shall be dispensable if special circumstances exist which, after weighing the interests of both parties, justify immediate termination; and/or

18.5(g) the cooperation agreement between Ideawise and Compay is terminated – for whatever reason; and/or

18.5(h) due to a change in applicable legal provisions or due to regulatory requirements, the agreement can no longer be performed in accordance with and in compliance with such provisions and requirements.

18.6 Any termination must be provided in text form (e.g. e-mail). The notice of termination has to be sent to Compay by e-mail to service@compay.de.

18.7 Even in the event of termination of the KM$ issuance contract, the customer shall not be entitled to redeem the applicable KM$ credit balance into euros.

Compay may be legally obliged to fulfil diligence obligations in accordance with the applicable anti-money laundering regulations (GWG – “German Money Laundering Act”) with regard to the establishment and maintenance of the business relationship with the customer. The customer assures to fully and truthfully provide or make available the information and documentation requested by Compay without undue delay during the contractual relationship, in particular to notify of any changes, and to support Compay in any necessary way in fulfilling its diligence obligations.

Compay reserves the right to temporarily restrict the availability of the KM$ system in whole or partly to a common and reasonable extent insofar as a restriction in this sense is necessary for important reasons – including, but not limited to, necessary maintenance work, necessary adjustments, changes and additions to the software applications underlying the KM$ system, measures to detect and remedy malfunctions as well as restrictions due to an actual risk of misuse. Such interruptions and limitations of the availability of the KM$ system shall be deemed compliant with the contract.

21.1 Compay shall only be liable for damages caused to the customer by Compay, a legal representative or vicarious agents of Compay for intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body or health as well as the violation of cardinal obligations. Cardinal obligations include such obligations the breach of which would jeopardize the respective purpose of the contract and the fulfilment of which the acceptance point may therefore justifiably rely on.

21.2 The limitation of liability resulting from section 21.1 shall not apply if Compay has fraudulently concealed a defect or has assumed a guarantee for the quality of the performance. The same applies to claims under the Product Liability Act (“Produkthaftungsgesetz”).

22.1 Amendments and supplements to this agreement shall be made in text form. This also applies to the cancellation of the text form requirement itself.

22.2 Compay is entitled to amend these issuance conditions to the extent that this is reasonable for the customer and if justified interests of Compay justify this, in particular in order to

· comply with regulatory requirements;

· reflect changes and developments in the way Compay conducts its business;

· to reflect changes in market conditions or industry practice.

22.3 Compay shall notify customer of the amended terms in the case of immaterial amendments fifteen (15) days prior to their entry into force, and in the case of material amendments (e.g. amendments imposing additional obligations on the customer) four (4) weeks prior to their entry into force. Immaterial amendments to the terms and conditions shall be deemed accepted by the customer if the customer does not object to the amended terms and conditions prior to the date on which the amendments become effective. In this case, Compay will inform the customer of the significance of his/her silence with the notification of the amendment. In the case of material changes, Compay will ask the customer to agree to the changes.

23.1 Should one or more provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the parties’ intentions. The same shall apply in the event that agreements should contain a loophole.

23.2 Any general terms and conditions, terms and conditions of delivery, terms and conditions of use or other terms and conditions of the customer shall not apply; this shall also apply if Compay has not expressly objected to their application unless a person equipped by Compay with the necessary power of representation has expressly accepted the application of these terms and conditions of the customer in writing.

23.3 These terms and conditions of acceptance shall be governed exclusively by German law to the exclusion of the UN CISG (Convention on the International Sale of Goods) and the provisions of Private International Law.

23.4 The place of jurisdiction for all disputes arising from or in connection with this agreement shall be the registered office of the respective defendant; if another legal place of jurisdiction is open to the user, the customer shall choose the relevant place of jurisdiction.

23.5 In the case of consumers, this choice of law and the choice of the place of jurisdiction shall only apply to the extent that the protection granted by mandatory provisions of the law of the state of the consumer’s habitual residence is not withdrawn thereby (favourability principle).

The customer has the following out-of-court dispute resolution options:

· The Customer may address a complaint to Compay’s contact point. Compay will respond to complaints in an appropriate manner.

· The European Commission provides a platform for online dispute resolution, which can be accessed at http://ec.europa.eu/consumers/odr/. Compay does not participate in dispute resolution proceedings before a consumer arbitration board.