StablR Euro Terms and Conditions

WHEREAS, the main purpose of StablR Euro (EURR) and StablR Dollar (USDR) EMTs is to provide a digital alternative to traditional forms of money that is more efficient, secure, and accessible and to be used as a medium of exchange, a store of value, and a unit of account, in a variety of contexts, including online transactions, cross-border payments, and decentralized finance (DeFi) applications.

WHEREAS, the terms and conditions of participation and other information relative to the details of the EMT and EMT offering are outlined in the White Paper, a copy of which is available on the Website.

WHEREAS, the Company declares that it has taken all reasonable care to ensure that the information enclosed in these T&Cs, the White Paper and information available on the Website, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect the Prospective Customer ’s decision to participate to acquire the EMTs. The Company recommends that the Prospective Customer consults with its legal counsel, tax or financial advisor prior to acquiring the EMT.

WHEREAS, the Prospective Customer wishes to acquire the EMT.

WHEREAS, acquisition of the EMT is only available to customers who confirm that they are not Prohibited Customers. Such confirmation shall also be verified by the Company when carrying out due diligence checks on the Prospective Customer.

WHEREAS, the EMT Issue intends only to accept payment by wire transfer to a bank account designated by the Company.

WHEREAS, the Company and the Prospective Customer desire to enter into a relationship in which the Prospective Customer shall acquire the EMTs in line with the Subscription Amount and the Company shall allocate such Subscription Amount of EMTs to the Prospective Customer.

WHEREAS, the EMTs are not designed to acquire shares or equivalent rights or any form of participation in the corporate decision-making of the Company.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and intended to be legally bound, the Parties agreed as follows:

1. DEFINITION AND INTERPRETATION

AML Regulations

the Prevention of Money Laundering and Funding of Terrorism Regulations, Subsidiary Legislation 373.01, and the 4^thand 5^th EU Directives on the Prevention of Money Laundering and Terrorism Financing and including the Implementing Procedures Parts 1 and 2 issued by the Financial Intelligence Analysis Unit (FIAU).

AML/CTF

refers to Anti-Money Laundering and Countering the Financing of Terrorism

Company or StablR

StablR Ltd., a limited liability company incorporated under the Laws of Malta, bearing company incorporation number C 104007 and with the registered office address at Level 1, BusinessLabs, Dun Karm Street, Birkirkara, BKR
9037, Malta.

Dissolution Event

an event whereby it becomes necessary or recommendable for the Company to dissolve or liquidate

DLT

Distributed Ledger Technology

DLT Asset

An asset which is intrinsically dependant on or utilises DLT.

Documents

includes these T&Cs, the White Paper, terms and conditions and any other information relating to the Project and the use of EMTs as may be announced by the Company from time to time

EMT Issue

a public offer of unlimited duration, made by the Company whereby Prospective Customers can acquire the EMT.

EMT(s)

An electronic money tokens, named StablR Euro (EURR) and StablR Dollar (USDR) are intended primarily to participate and benefit from the Project as outlined in these T&Cs, White Paper and the Website.

EUR, Euro

the currency of the Member States of the European Union, that participate in the European Monetary Union

Exchange Rate

means a fixed exchange rate with Fiat currency, being currency: being for 1 StablR Euro (EURR) = 1 EUR and for 1 StablR Dollar (USDR) = 1 USD

Fiat

a legal tender issued by a government

Force Majeure

shall include labour disputes or other industrial disturbances, hacking or any other cybercrime attack, or computer oriented crime, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, strikes, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

Intellectual Property

Means ideas, know-how, concepts, techniques, inventions, formulas, methods, information, computer programs and software, including any preparatory works, code and functions and includes but is not limited to copyrights, trademarks, patents, design rights, trade secrets, and all other rights of a similar or equivalent nature and/or description, across the whole world, and irrespective of whether such rights are registrable or unregistrable in nature which belong to the Company, are conceived and/or created by the Company or over which the Company has any rights.

KYC

Know Your Customer - a due diligence procedure carried out by the Company in terms of AML Regulations.

MFSA

Malta Financial Services Authority

Minister

means the Minister responsible for the regulation of financial services in Malta.

Parties

shall refer to the Company and the Prospective Customer jointly, and individually they shall be referred to as a “Party”.

Prohibited Customers

a legal person, being a Prospective Customer and being incorporated, registered or being effectively managed and/or controlled from or in:

(i) a country, jurisdiction or territory where the EMT Issue or the holding and use of EMTs and/or other EMTs at any moment in time is prohibited by laws, regulations, or other practices and policies in the said country, jurisdiction or territory, which is taken to include but not limited to the United States of America (‘USA’) (including tax residents of the USA) or any other jurisdiction where the aforementioned is prohibited; or in

(ii) countries deemed to be high risk subject to a call for action by the Financial Action Task Force (“FATF”); or in

(iii) countries which are deemed to be outside the risk appetite of the Company.

This shall also include any person representing or acting on behalf of such Prohibited Customer/s in any manner or capacity.

Project

the reason behind this EMT Issue is to introduce the use of EMTs as a medium of exchange and to encourage the instrumental function and use of the EMTs.

Prospective Customer

You, and shall refer to any judicial person who intends to (further) contribute and participate in and be bound by the terms of these T&Cs and who intends to hold and/or use EMTs under these T&Cs.

Segregated Client Account

StablR Ltd. utilizing the network of correspondent banking partners, always segregates customer funds from the operational accounts.

Subscription Amount

the contribution being paid by the Prospective Customer in each individual instance for the acquisition of the EMTs as the Company may at its sole discretion decide to accept under the terms of these T&Cs.

Terms

the Company’s terms of use as available on the Website which may be amended from time to time by the Company and which shall govern the purchase and use of the EMTs through the Company’s Website.

USD, United States Dollar

the currency of the United States of America.

Wallet

a private key or a combination of private keys having a unique address and capable of receiving the EMTs and which is necessary to acquire, hold and dispose of EMTs.

Website

the Company’s domain, accessible from the following link: [https://www.stablr.com/]

White Paper

a marketing document prepared and issued by the Company, to explain and give a detailed description of the EMT, the team, the terms and the advantages of participating in the Project.

Working Days

a day during which banks in Malta and the Netherlands provide full service for customers, which does not include days when bank services are only available via the internet

The reference to the terms ‘jurisdiction’, and ‘territory’ may be used interchangeably and shall have the same meaning and shall also be taken to include any determinate geographic location to the extent applicable in these T&Cs.

The term ‘wallet’ shall be construed to include ‘digital vault’, or any other storage mechanism and these terms may be used interchangeably throughout these T&Cs.

The terms ‘you’, ‘your’ and ‘Customer’ may be used interchangeably and shall have the same meaning as the definition of ‘the Prospective Customer’ above.

The terms ‘we’, ‘us’, ‘our’, ‘company’’ may be used interchangeably within these T&Cs and shall have the same meaning as the definition of ‘the Company’ here-above.

Where the context so requires, the use of the masculine gender shall include the feminine and the singular shall include the plural and vice versa.

2. EMT ISSUANCE PRINCIPLES

2.1. The Prospective Customer hereby agrees to abide by the following principles:

2.1.1. The Prospective Customer is not eligible to acquire any EMTs if the Prospective Customer is a Prohibited Customer.

2.1.2. The EMTs are not available to any Prohibited Customer who is prohibited from complying with these T&Cs and acquiring, holding, using and benefiting from the EMTs or any other DLT Asset generally or to a Prospective Customer in a country where any special or particular approval or licence is required to acquire the EMT or similar event without obtaining such approval or licence and consequently would be excluded from acquiring the EMT;

2.1.3. The Company retains the right to refuse to transfer the EMTs to any Prospective Customer or Prohibited Customer.

2.1.4. These T&Cs may only be used, and are only made available, in such country where the T&Cs and the acquisition and holding of EMTs as described herein is not prohibited by law or regulation.

2.1.5. The Prospective Customer is required to inform themselves about the content of these T&Cs, carefully read and analyse the White Paper and the Terms and consult legal counsel in its country of registration and/or residence whether it can acquire the EMT or whether there are any restrictions imposed upon it by any jurisdiction other than the laws of Malta.

2.1.6. If the Prospective Customer is resident or registered in a country or territory that has declared the trade with DLT Assets or the acquisition of the EMT to be illegal, the Prospective Customer may face administrative or criminal charges when acquiring the EMT. In such a case, any losses suffered by the Prospective Customer shall be borne solely by it and the Company shall not be held liable for such losses.

2.1.7. Subject to clause 2.1.8 below, all EMTs are issued by the Company to the Prospective Customer in line with the Subscription Amount are final, and there are no refunds or cancellations except as may be required by applicable law, decree, regulation, treaty or administrative act.

2.1.8. All or part of the EMTs acquired by the Prospective Customer can be exchanged back to Fiat currency at the Exchange Rate.

2.1.9. The acquisition of EMTs by the Prospective Customer in no way creates any exclusive relationship between the Prospective Customer and the Company, nor any partnership, joint venture or agency.

2.2. The Prospective Customer represents and warrants that to the extent that it is not a Prohibited Customer, it is to ensure that no prior or subsequent approval, notification, registration or licence is needed or if such is needed it is up to the Prospective Customer to obtain such prior approval, notification, registration or licence.

2.3. The Prospective Customer also confirms its understanding that:

2.3.1. The EMTs are not securities and do not carry with them any right as may be commonly associated with securities. The EMTs do not grant any rights with respect to the corporate decision making, any rights relative to receipt of dividends, any rights to vote or receive proceeds upon liquidation or any other right to receive payments from the Company. EMTs are intended to be solely used as further set out in the White Paper. The rights of the Prospective Customer in the EMT Issue are limited to statutory and contractual rights according to Maltese law.

2.3.2. The Company retains all rights, title and interest in all of its Intellectual Property and data pertaining to the Website, the Project and the EMTs, whether or not patentable. The Prospective Customer may not use any of the Company’s Intellectual Property for any reason without first obtaining the Company’s express written consent.

2.3.3. The Company shall issue the EMTs only if the documents requested by the Company when conducting its KYC or any other verifications have been passed and approved by the Company and within 3 working days from when verifications are passed and approved.

3. SUBSCRIPTION AMOUNT AND THE PARTICIPATION PROCESS

3.1. The participation process detailed on the Website and the White Paper will involve the Company accepting contributions from Prospective Customers.

3.2. The Company shall not be accepting contributions from Prospective Customers who do not provide the documents and information requested by the Company for its KYC.

3.3. The Company intends to accept contributions for the EMTs in EUR and USD through wire transfer to the Company’s bank account. Both the EUR and USD paid for the EMTs is to be held on Segregated Client Accounts in terms of the Financial Institutions Act (Safeguarding of Funds) Regulations, SL 376.04.

3.4. Acceptance to these T&Cs, the Terms and any other Documents made available via the Website together with the submission of the relevant accepted KYC documents and the contributions made by the Prospective Customer shall be legally binding on the Prospective Customer.

3.5. The EMTs are issued at the sole discretion of the Company and only upon the submission of the respective Subscription Amount and the satisfaction of the following cumulative conditions:

(1) The Prospective Customer has accepted the terms of these T&Cs.

(2) The Prospective Customer has transferred the Subscription Amount via wire transfer, which the Company has confirmed the receipt thereof.

(3) The Prospective Customer has submitted the relevant documentation as requested by the Company for its KYC and which have been accepted by the Company.

(4) The Company has no reason to believe that the information and documentation provided by the Prospective Customer for the Company’s KYC are incorrect or false.

3.6. After all of the above conditions are satisfied, the transfer of EMTs shall be made to the designated Prospective Customer's Wallet within up 3 days after the contributed funds reach the Company’s bank account.

4. DISSOLUTION EVENT

4.1 In case of a Dissolution Event, the Company will refund an amount equal to the Subscription Amount, and payable to the Prospective Customer immediately before, or in tandem with the consummation of the Dissolution Event.

5. TERMINATION

5.1. The applicability of these T&Cs will terminate upon one of the following events, whichever comes earlier:

(a) The Prospective Customer breaches any term of these T&Cs or the Terms or cannot be onboarded in line with the Company’s KYC procedures and AML Regulations; or

(b) The Company is required to do so by valid court order, or binding order of a governmental authority; or

(d) The payment to the Prospective Customer of the Subscription Amount due in terms of Section 4 to these T&Cs; or

(e) The Company takes the unilateral decision or is required to terminate in line with AML Regulations and its internal KYC procedures; or

(f) The Prospective Customer wishes to redeem the EMTs in line with what is set out in the Whitepaper and these T&Cs.

5.2. All provisions of the Documents and of these T&Cs which by their nature should survive termination, shall survive termination, including but not limited to, disclaimers or limitations of obligations or liability and indemnity.

6. OBLIGATIONS OF THE COMPANY

6.1. The Company hereby represents and warrants to the Prospective Customer that:

(a) The Company is a company duly incorporated under the Laws of Malta and has the power to issue the EMTs and to carry out business as now being conducted and as proposed to be conducted.

(b) The Company is licensed by the Malta Financial Services Authority as a Financial Institution authorised to issue electronic money.

(c) The Company has legal right and full powers and authority to enter, execute, deliver and perform its respective obligations under these T&Cs, the Whitepaper and the Terms.

(d) The execution and performance of these T&Cs by the Company have been duly authorised by all necessary actions of the Company, and these T&Cs have been duly executed and delivered by the Company.

(e) The execution and performance of these T&Cs does not and will not breach any agreement or obligation by which the Company is bound or will not violate or infringe any applicable law or tax regulations binding the Company.

(f) The T&Cs once executed, will constitute legal, valid, binding and enforceable obligations towards the Parties.

(g) The Company fulfils its obligations under the Financial Institutions Act and the applicable regulatory requirements.

(h) The Company will provide all required information and fulfil its obligations in line with the Financial Institutions Act.

(i) The EUR and USD deposited in the StablR’s bank account shall be segregated from any other funds or assets held or owned by the Company and is solely intended to safeguard Prospective Customers and this in line with the Financial Institutions Act (Safeguarding of Funds) Regulations, SL 376.04.

7. OBLIGATIONS OF THE PROSPECTIVE CUSTOMER

7.1. The Prospective Customer hereby represents and warrants to the Company that:

(a) The Prospective Customer is a legal person duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

(b) The Prospective Customer represents and warrants that it is not a Prohibited Customer.

(c) The Prospective Customer has a legal right and full power and authority to enter into, execute, deliver and perform its respective obligations under these T&Cs.

(d) The T&Cs have been duly executed and delivered by the Prospective Customer.

(e) The execution and performance of these T&Cs does not and will not breach any agreement or obligation by which the Prospective Customer is bound.

(f) The execution and performance of these T&Cs will not violate or infringe any applicable laws or tax regulations binding the Prospective Customer.

(g) The Prospective Customer is acting on its own account, not as a nominee or as an agent, and not with a view to assign any part thereof to a third person.

(h) The Prospective Customer understands that the Project is at its initial stage and that it can bear the economic risk of the EMT acquisition and has knowledge and experience in financial or business matters and is capable of evaluating merits and risks of such T&Cs.

(i) The Prospective Customer has substantial knowledge in financial, tax and technology matters which may enable the Prospective Customer to evaluate the legal, economic and other merits and risks which might be closely associated with this type of Project including but not limited to the acquisition of the EMTs.

(j) The Prospective Customer hereby warrants to the Company that it has carefully read, understood and accepted the various risks associated with these T&Cs, including the Prospective Customer’s participation in the EMT Issue and with the risks associated with the EMTs’ acquisition.

(k) The Prospective Customer hereby warrants that it shall be its sole responsibility to determine what taxes shall be applied to it for the EMT Issue and subsequent receipt of the EMTs. Any amount that the Prospective Customer pays for the EMTs are exclusive of all applicable taxes. The Company is not responsible for withholding or collecting any or remitting any tax arising from the purchasing of EMTs.

(l) The Prospective Customer understands and agrees that the EMTs have no rights, uses or functionalities, express or implied, except from the use of the EMTs as explained in the Documents.

(m) The Prospective Customer warrants to the information and documentation provided to the Company for its KYC.

8. TAXES

8.1. The Prospective Customer shall be responsible to pay all applicable taxes and duties, if any, that may arise in connection with the acquisition of the EMTs.

8.2. The Company bears no liability or responsibility with respect to any tax consequences to the Prospective Customer arising from the subsequent sale of the EMTs.

9. LIABILITY AND INDEMNITY

9.1. The Company is not liable for any delay or failure to perform any obligation under these T&Cs where the delay or failure results from any cause beyond the Company’s reasonable control including any instance of Force Majeure.

9.2. The Prospective Customer will indemnify and hold harmless the Company, its directors, employees, attorneys, and representatives to the fullest extent permitted by law from any claims, damages, losses, liabilities, penalties, fines, costs and expenses arising out of or relating to a third-party claim concerning the T&Cs, including and without limitation to any claims related to taxes and duties mentioned.

9.3. This release and indemnity shall also cover any loss, damage, calls on capital, levies, taxes, fees, damages, costs, expenses or any other payments whatsoever which the Prospective Customer may suffer or incur either directly or indirectly in connection with or arising out of:

9.3.1. Delays, losses, misunderstandings, duplications, disclosures or other unintended results arising from electronic and human errors and risks associated with the use of electronic or other modern means of communication, provided both Parties make reasonable efforts to ensure the security and confidentiality of such communications.

9.3.2. Acts or omissions based on instructions, advice or recommendations, whether oral or written, received from the Prospective Customer or from their agents, employees, or advisers, except where such acts or omissions result from the Company’s bad faith or gross negligence.

9.3.3. Any acts or omissions by the Prospective Customer’s officers or employees.

9.4. In the event that an arbitrator, court or tribunal, notwithstanding the provisions herein, finds against the Company and/or its employees, officers and subcontractors and awards damages against them, their total liability in damages, and/or extent of indemnification as the case may be, shall be limited to the Subscription Amount, if any, paid in the last calendar year. This limitation shall not apply to liabilities arising from fraud, gross negligence or wilful misconduct.

10. DISCLAIMER

10.1. The acquisition of the EMTs under these T&Cs, and the use of the EMTs are provided as outlined in the White Paper, the Website and the Documents. The Company makes no representations of any kind, express, implied, statutory or otherwise, regarding the acquisition of the EMTs under these T&Cs. The Company, its directors, officers, employees, agents, attorneys, representatives and associates do not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment or software resulting from any use of or inability to use the EMTs, as well as from the acquiring of EMTs, regardless of the basis, upon which the liability is claimed. Prospective Customers assume all risk of loss resulting from, concerning or associated with risks set forth in these T&Cs, which are being incorporated herewith.

11. REDEMPTION

11.1. The Parties agree that a Prospective Customer shall be entitled to redeem the EMT at any time at the Exchange Rate following a request by the Prospective Customer in line with the then current procedure, on which the Company shall not charge any redemption charges.

11.2. The Parties agree that the Company shall following redemption, process the payment back to the Prospective Customer within twenty-four (24) hours.

11.3. Redeemed EMTs shall be burned by the Company following redemption.

12. PRIVACY POLICY

12.1. In line with its Privacy Policy, the Company values the Prospective Customer’s privacy by not requesting any information that is unnecessary for the holding and use of the EMTs. The Company may request information in order to abide with obligations under the applicable law. The Company is committed to preserve the privacy of the Prospective Customer and is compliant with the General Data Protection Regulation (EU) 2016/679.

12.2. The Company commits itself to do its utmost to ensure that, its directors, officers, secretaries, employees, agents, attorneys, representatives, affiliates and associates shall not disclose to any person, any non-public proprietary, documents or confidential information which may have been obtained as a result of the relationship between the Parties except to the extent necessary further to any law, regulations, rules or agreement.

12.3. Nevertheless, the Company shall be entitled, at any time, to request from the Prospective Customer information and/or documentation that the Company, in its sole discretion, deems fit and necessary in order to comply with any applicable law or regulation in connection with the holding and using of the EMTs. The Prospective Customer agrees to provide the Company with such information promptly upon request and it acknowledges that the Company may not provide any assistance and/or services to the Prospective Customer until it provides such requested information, and the Company has determined that it is permissible under applicable law or regulation. The Company reserves the right to require more KYC documentation in order to be compliant with the AML Regulations and/or any other laws and regulations that may come in force in the future.

12.4. The Parties acknowledge that the duty of confidentiality does not apply if disclosure is required by applicable law, regulation or competent judicial or governmental authority. The Company, in compliance with Maltese Law, may be required to disclose information without prior notification to the Prospective Customer, strictly limited to the regulators or competent judicial or governmental authorities.

12.5. The Prospective Customers further understands that pursuant to clause 6.1(i) of this Agreement, and any AML/CTF laws and rules that may bind the Correspondent Institution and its service providers, the Company is authorised to disclose KYC information and documentation on the Prospective Customer to the Correspondent Institution as may be requested from time to time.

13. RISK FACTORS

13.1. The acquisition of EMTs carries with it substantial risks. The Prospective Customer should carefully weigh all the risks and possible costs, including the risks set out in the Whitepaper and the non-exhaustive list of risks described hereunder:

(a) The Company maintains sole discretion in the conduct of its business including as related to the EMT Issue, maintenance and use of the EMTs.

(b) The Prospective Customer understands and accepts the inherent risks associated with the EMTs, including but not limited to, risks associated with: (i) decentralisation of the blockchain technology; (ii) money laundering; (iii) fraud; (iv) anonymity of transactions; (v) use of EMTs for illicit purposes; (vi) theft; (vii) loss of Wallet key.

(c) The Prospective Customer understands and accepts that the software and hardware, technology and technical theories associated with DLT and used by issuers of EMTs is still in early development stages and still is unproven and might be unreliable and risky. There is no warranty that the technology will be uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, inter alia, in rare instances, the complete loss of the EMTs and the Company’s entire Subscription Amount.

(d) The Prospective Customer understands and accepts that the Company may at any time stop the issuing of EMTs by means of the EMT Issue, for a number of reasons including but not limited to lack of interest from the industry and/or the public, lack of uptake by third parties, lack of funding and lack of commercial success. The Prospective Customer therefore understands that there is no assurance that, even if such project is partially or fully developed and launched, the Prospective Customer may receive any functionality through the EMTs it holds.

(e) The Prospective Customer understands and accepts that the underlying software application and software platform of the EMT, the internet, the blockchain network, the Company itself and all other involved software, technology components concerned with the EMT may be exposed to attacks by hackers or other individuals that could result in theft or loss of the EMTs and the Prospective Customer’s entire Subscription Amount.

(f) The Prospective Customer understands and accepts that public-based blockchain systems depend on independent validators, and therefore may be vulnerable to consensus attacks. Any successful attacks present a risk to such systems, expected proper execution and sequencing of EMT-related transactions and expected proper execution and sequencing of software computations, including loss of the Prospective Customer’s entire Subscription Amount.

14. MISCELLANEOUS

14.1. Neither these T&Cs nor any rights or obligations hereunder may be assigned by the Prospective Customer in whole or in part, without the express prior written consent of the Company. The Company may transfer and assign its rights and obligations hereunder to any other natural or judicial person, to another affiliate, including any entity controlled, controlling or under common control with the Company, to a third party that acquires all or substantially all of the assets subject to these T&Cs or securities of the Company or any entity into which the Company shall merge or any affiliate thereof. In case of any such transfer and assignment of its rights and obligations by the Company, the Prospective Customer shall be notified in due time.

14.2. All notices and other communications required or permitted hereunder to be given to a Party to these T&Cs shall be made in writing and shall be sent by email or mailed by registered mail or else delivered by hand or by StablR customer web portal notification. Any notice sent in accordance with this section shall be effective: (i) if mailed, seven (7) days after mailing; (ii) if sent by hand or web portal notification, upon delivery; and (iii) if sent via email, on the first business day following such transmission.

15. AMENDMENTS

15.1. These T&Cs may be amended unilaterally by the Company at any time, provided that the Company shall immediately inform the Prospective Customer thereof. If the Prospective Customer does not agree with the amended provisions of these T&Cs, it shall have the right to redeem the EMTs and terminate the relationship with the Company within 30 days.

15.2. No waiver of any Party’s default or breach of its representations, warranties, covenants, duties, agreements or obligations or an amendment to any clause or provision of these T&Cs, will be effective unless done in writing and signed by the Parties. Any waiver will be limited to default or breach described therein and no waiver will be or be deemed a waiver of any other, similar, prior, continuing or subsequent default or breach.

16. VALIDITY

16.1. The illegality, invalidity or un-enforceability of any provisions of these T&Cs decided by the law of one jurisdiction does not affect the legality, validity or enforceability of these T&Cs under the law of another jurisdiction nor the legality, validity or enforceability of another provision of these T&Cs.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. The Agreement shall be governed by and interpreted in accordance with the Laws of Malta.

17.2. Any claim or dispute arising out of these T&Cs or connected thereto shall be governed by and construed in accordance with the Laws of Malta.

17.3. Any dispute, controversy or claim arising out of or relating to or concerning these T&Cs, or breach, or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Malta Arbitration Act, Chapter 387 of the laws of Malta (‘Arbitration Act’) and shall be regulated by the arbitration rules, in force from time to time, and promulgated under the authority of the Arbitration Act. The Prospective Customer waives any right it may have to object to any action being brought in an inappropriate forum, or to claim that the forum does not have jurisdiction.