Terms and Conditions of NBCGate Business

1. Concepts Used

Affiliates - means, with respect to a company, an entity that such company controls, is controlled by, or is under common control with, or any of their respective successors in interest. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to elect or remove a majority of the board of directors (or other governing body) or to direct or determine the direction of the management and policies of such party, entity or person, whether through ownership of voting securities or otherwise;

AML/CFT - means the regulation of anti-money laundering and/or countering the financing of terrorism, whatever it may be called;

NBCGate Account - means an account on the NBCGate portal created for you/the Affiliate in accordance with the Terms of Use of NBCGate, including a wallet/s in NBCGate to store NBCGate tokens received as a result of cryptocurrency trading transactions processed by NBCGate to your company;

NBCGate Application means the NBCGate mobile application developed by NBCGate and/or its Affiliates that provides NBCGate Services to Users;

NBCGate Services means the payment services provided by NBCGate, which include physical and/or digital integration, payment processing and settlement, and other services and related products, services and features available on the NBCGate website or in the NBCGate mobile applications;

NBCGate Terms of Use - means this agreement entered into online as part of the registration process required to open an NBCGate account available at www.NBCGate.com and incorporated into this Agreement by reference;

NBCGate Website - means the website at www.NBCGate.com and other sites used by the Company as part of its services;

Intellectual Property - means any intellectual property or proprietary rights of NBCGate used in or in any way related to NBCGate Services, including (i) Marks and all intangible assets associated with and symbolized by them; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations and applications for their use; (iii) published and unpublished copyrighted works, whether or not protected by copyright (including, but not limited to bases of Yes

Marks - means trademarks, including registered trademarks and common law trademarks, trade names, service marks, logos and domain names of the Party.

Fee Rate and/or Commission - means a fee payable by the Partner to NBCGate for the provision of the Services as set forth in this Agreement;

Partner's Websites - means Partner's points of sale (online and/or offline) where sales occur, i.e. Partner's physical stores, website and/or mobile application, including such points of sale as may be added from time to time;

Point of Sale - means the website, cell phone application, or other software or system that Partner uses to receive payment for goods and services sold to a customer;

Representative - means an individual in an Affiliate's organization who coordinates or oversees an Affiliate's use of NBCGate Services and relationship with NBCGate.

Customer(s)/payer/buyer - means a customer of the Partner;

Transaction - means any purchase transaction in which payments for an Affiliate's products and/or services provided on the Affiliate Sites are made using the services provided by NBCGate;

Partner - you and the company represented by you, registered in NBCGate services, carrying out commercial activities in the Czech Republic and/or European Economic Area and under the present contract acting as a Seller, Merchant, Buyer, Service Provider, Service Receiver, Employer, Lender, Borrower, Creditor, Referrer, Referrer depending on the services provided to the Partner.

Stablecoin NBCG is a digital asset/coin, the rate of which is pegged to fiat currency and secured by NBCGate with fiat money in bank accounts. Partner's trading transactions are converted into Stablecoin NBCG, in which they are stored in the Partner's wallet, thus reducing the risks of changes in the rate of cryptocurrency to fiat money. NBCG Stablecoin is issued in 3 (three) major currencies Euro, US Dollar, Czech Krona.

NBCgate services are payment solutions that allow businesses to accept, process and pay out cryptocurrency payments through their suite of products.

Services provided by NBCGate, Partners and Customers:

Payroll (B2B) - a service allowing you to pay salaries and/or advances to your employees (workers). You need to select employees, specify the amount of wages or advances, click the button, and the money will be transferred to the personal wallets of your subordinates. A partner can view the history of transactions at any time, add or fire an employee, set up automatic transfer of salaries according to the selected schedule.

Payment forms (B2B) - a service which allows customers to purchase goods or services on a Merchant's website, landing page or e-shop for cryptocurrency. Merchant uses the service by installing an NBCgate payment form on its website, after which customers can make payments in Bitcoin, Ethereum, and other cryptocurrencies.

The NBCgate Business Portal (B2B)\ NBCgate Business Portal (hereinafter referred to as the Portal and/or NBCGate Portal) is a comfortable office for businesses where entrepreneurs / partners can use all of our products from a single window. Convenient cryptocurrency wallet, payment forms, payment links, billing, donations, referral program, payouts, staking, lunchpads and much more to optimize your business.

Invoicing (B2B) Invoicing from NBCgate is a service that allows Partners to create invoices, enter the necessary information into these documents, edit them, in order to pay customers - such invoices in cryptocurrency by clicking a link or scanning a QR-code. The partner can view the history of each invoice. All invoices are stored in one place and can be downloaded, emailed or messengered at any time.

Marketplace (B2C) The Marketplace is a universal trading platform with thousands of merchants. Here customers can find products for all occasions from many different categories, which are available for purchase via cryptocurrency. Available rating and review system, easy navigation and search, regular promotional offers, cashback.

Staking (B2C) - a service that allows you to earn even when the client is asleep. Flexible investment period settings, high reward rates, 100% payouts and an intuitive interface are available.

NBCgate Wallet is a service for managing crypto-assets. A retail customer can store, transfer and exchange cryptocurrency, pay for purchases, and purchase NBCG token. He also has access to transaction history and linking of popular wallets to comfortably administer his crypto savings in one place. The client can use all the functionality from anywhere in the world where there is internet.

Crypto pawnshop (B2C) is a service which allows the Client to get money against his/her existing crypto-assets, after evaluation of such crypto-assets, we will transfer money to the Client's bank card. After some time, the client can redeem back the pledged cryptocurrency.

Affiliate/Referral program is a program providing an opportunity to receive an affiliate commission by, stimulating consumer demand and attracting Clients to NBCGate's services and facilities. The rules of participation in the affiliate/referral program are defined in Appendix 1 to this Agreement.

2. General Terms and Conditions

2.1. This document (hereinafter - "Terms and Conditions" and/or "Cooperation Conditions") sets out the terms of use of NBCGate services for your account/e-Crypto Wallet registered with NBCGate (hereinafter - "Account" and/or "Wallet") and NBCGate services and functionality provided to you, depending on the service packages you choose from NBCGate (hereinafter - "Services").

2.2. These terms and conditions of cooperation together with your application for registration and account/account creation at NBCGate, rates approved by NBCGate, privacy policy (Appendix № 4), cookies usage policy (Appendix № 5), terms of cooperation on partnership programs approved by NBCGate (Appendix № 1) and etc. represent a legal agreement (hereinafter referred to as Agreement) between NBCGate and Partner/ You/ Company - legal entity registered in European Economic Area:

2.3 We are a Czech crypto-company NBCGate, licensed and registered as NBCGate s.r.o.

2.4 Our full company name is NBCGate, registered at Vlkova 532/8, Žižkov, 130 00 Prague 3 , Company ID (identification number): 116 74 458, registered in the Commercial Register maintained by the Municipal Court in Prague, insert C 352704.

The Agreement enters into force upon your acceptance of these terms and conditions and completion of registration.

2.5 The Agreement governs how you and your authorized users (as defined below) may use your account/wallet as part of receiving the following services from NBCGate:

- Cryptocurrency Acceptance;

- Cryptocurrency exchange;

- Payouts;

- Employee payroll;

- Quick loans secured by cryptocurrency;

- Invocing;

- Donations;

- Staking;

- Participation in Loyalty Programs.

- Participation in Affiliate/Referral Programs.

2.6 You acknowledge that you are solely responsible for the acts and omissions of your authorized users managing your account. The agreement is for an indefinite term, which means that it will remain in effect until you or we terminate it in accordance with the provisions of these terms.

2.7 You can return to this document at any time if you have any questions about your account. These terms and conditions, the rates applicable to you and other information that are part of the agreement are available at any time on our website www.nbcgate.com.

The language of the agreement is Czech, and all communications and notices will be in Czech.

3. Subject of the agreement

3.1. NBCGate provides to the Partner the services specified in this agreement and the Partner accepts the services provided and undertakes to pay for them on the terms and conditions approved in this agreement.

3.2. NBCGate provides the Partner with Services that:

(a) allow customers to make payments to the Partner on the Sites and at the Partner's outlets using NBCGate services with the provision of acceptance from customers of cryptocurrency and its subsequent conversion into NBCGate Stablecoin emitted in the currency determined by you in the relevant settings in the personal account of the NBCGate portal, as well as storage of NBCGate stablenecoins received by you as a result of trading operations and their subsequent use/disposal with the help of services offered by NBCGate and/or conversion of stablenecoins into fiat currency with its subsequent withdrawal to your bank accounts;

3.3. Both Parties agree to jointly promote awareness of the Partner's products and/or services and their purchase using NBCGate services as a payment method. To accomplish this goal, both Parties may jointly develop a marketing plan to raise awareness and use of both Parties' products and/or services from time to time.

3.4 For each Point of Sale, the Partner agrees to integrate the NBCGate service so that customers can pay for the Partner's products and services using the NBCGate services.

3.5. NBCGate will provide the Partner with certain software, such as application program interfaces ("APIs"), buttons and codes to activate web functions, and other tools to facilitate the use of NBCGate Services.

3.6. The Partner agrees to inform customers that he accepts cryptocurrency for payment through NBCGate by placing the NBCGate logo with the appropriate message in a prominent place on the Partner's Sites and/or at the Partner's Points of Sale.

3.7. As long as this Agreement remains in effect, the Partner agrees to maintain its Websites in a manner that continues to meet the requirements approved in this Agreement.

4. Your Account

4.1 Your account includes one or more cryptocurrency wallets ("wallets" and/or "wallets") to which your Nbcgate Stablecoins will be deposited. By default, your account will include a wallet for storing NBCGate staplecoins tied to and secured by the Czech currency, the Czech crown; additionally, depending on the customer service currency you choose, you may add additional wallets containing other currencies, such as U.S. dollars and Euros.

4.2 The list of available NBCGate stablcoins you can find in your personal cabinet on the NBCGate portal.

5. Gaining access to your NBCGate account

5.1 You access and manage your account through the NBCGate client portal (hereinafter referred to as the "portal"), the NBCGate mobile application (hereinafter referred to as the "mobile application") or API (hereinafter referred to as the "API") (collectively referred to as "channels").

5.2 In order to view the portal, a personal computer (PC) or mobile device (smartphone, tablet) with access to the Internet, with a standard web browser supporting generally accepted technologies and standards (the most current version of the browser is recommended) shall be used. The website browser must support at least 128-bit encoding, cookies must be enabled (cookie policy is set forth in Exhibit 5 to this Agreement) from the client portal and Javascript must be enabled. In order to use the mobile application, you must download and install it on your smartphone or tablet and accept the user agreement, the terms of the user agreement can also be found in Appendix #2 to this Agreement.

5.3.To register on the Partner Portal (i.e. to create a Partner's account) and use some other Services specified in the Rules, you need to have an active email account (e-mail).

5.4. NBCGate shall not be liable to a Partner for unsatisfactory operation of the Customer portal or for inability of a Partner to use the Services due to failure to comply with the above technical conditions.

6. Who can have an account

6.1 All companies registered in the European Economic Area may open an account, provided the following conditions are met:

- you, the company, must be a person who is at least eighteen (18) years of age; and

- your transactions must meet our operational requirements as set forth below.

6.2 We also reserve the right to refuse to open or maintain your account if we are not satisfied with the type of business in which you are engaged or if your risk profile is outside of our risk appetite.

6.3 Your business must be lawful and have all licenses and permits required for the relevant business. For the avoidance of doubt, the following are illegal in the European Economic Area:

- All drugs (including marijuana and marijuana-derived products);

- unlicensed pharmaceutical preparations;

- prostitution;

- child pornography;

- human trafficking;

- organ sales;

- counterfeiting;

- financial pyramids;

- trade related to protected animals.

6.4 You must be included in the European Economic Area. Your business and operations may not be located in or in any way related to any of the countries mentioned in our list of prohibited countries and in our FAQ. Neither you, your representatives nor your ultimate beneficial owners may be included on any sanctions list, such as the EU, UN or OFAC sanctions lists.

6.5 Your business and operations may not be involved in any of the following industries:

- Sexual services of any kind (including escorts and adult entertainment), including their promotion;

- defence and military, arms and ammunition;

- bank guarantees, debt securities, binary options trading;

- the use of deceptive marketing practices or unclear contractual terms of sale (e.g., offering a gift or merchandise at a cheap price to bind customers to long-term subscriptions because of unclear terms);

- any business, transactions or sales in any way related to a country on the Prohibited Countries List;

- Unlicensed betting/gambling/casinos;

- unregistered charities; or

- unlicensed cryptocurrency.

7. Account Registration

7.1 In order to register an account, you must apply for an account on our website at www.nbcgate.com, accept these terms and conditions, and complete the account registration process.

By applying for an account, you warrant and represent to us that:

- the person representing you has the requisite authority, authorization and legal capacity to individually enter into this agreement on behalf of the Company;

- Your company and its business activities comply with all applicable laws;

- Your company has the necessary licenses, permits, and approvals to do business;

- Any information and documentation provided to us is true, current, truthful and correct and that you have the necessary permissions to disclose it to us;

- you will comply with your obligations under the agreement;

- you will respect the intellectual property rights of NBCGate and any third parties with respect to the products and services offered under this agreement;

- You and users of your company are aware of and agree to NBCGate's website and mobile application terms of use as set forth in Exhibit 3 to this Agreement;

- You and your company's users are aware of and agree to the Anti-Money Laundering and Know-Your-Customer policies set forth in Schedule #6 to this Agreement.

7.2 During registration, we will ask you to provide information about your company, your representatives and authorized users, including

- your corporate status and company structure;

- the identity of your representative and proof of such representative's authority to represent you and enter into agreements;

- information about your directors/s, other signatories, ultimate beneficial owners and authorized users;

- Your purpose for using the account;

- documentation supporting all of the above information.

7.3 We are required to verify the information you provided to us at the time of registration ("KYC"). In addition, we verify the identity of your representatives and authorized users and assess the risk profile of your business activities. Please note that for some businesses, we are unable to provide a full range of services due to restrictions applied by law or by the partners we work with, which we may inform you about additionally.

7.4 You authorize us to conduct any necessary checks on you, your business, owners and beneficial owners so that we may evaluate your company and verify the information provided by you. If for any reason we decide, in our sole discretion, that we cannot incorporate your company, we may refuse to establish a business relationship and refuse to register you. If we notify you of such a decision, this agreement will be deemed terminated with immediate effect.

7.5 By providing information to KYC, you promise and warrant to us that all documents and information provided by you are true, current, truthful, free of any corrections or inaccuracies, and that you have the necessary permissions to disclose them to us. You acknowledge that we may at any time request additional KYC information and additional documentation supporting any information you provide to ensure continued compliance with applicable law. Your continued use of NBCGate wallets and services and account access by any of your authorized users is strictly conditioned upon your submission of the requested information and documents to us and our verification of the relevant information/documents. We reserve the right to suspend services, including blocking account access and/or freezing any funds, and/or terminate the agreement and close your wallet/account at any time if you do not provide us with complete information and documents upon our request.

7.6 Please note that you will need to inform us promptly of any changes to your organization, including but not limited to business information, change of address, change of directors, change of ultimate beneficial owners or authorized users or any other information relating to your use of the account.

7.7 The representative who completes the registration application and accepts these terms and conditions on your behalf at the time of registration will have an account with administrator privileges ("administrator"). The administrator has permission to add employees or other affiliates as users of the account, either with a predefined access level or customize the user permission level of the account (we will refer to the administrator and all users of the account, regardless of permission level, collectively as "authorized users," as applicable), subject to our receipt and approval of KYC information for each authorized user. The predefined access levels are:

- administrator,

- authorized user.

7.8 The administrator may also choose which account users may authorize payment transactions.

7.9 We can, at our discretion, refuse to accept a new authorized user, remove an existing authorized user.

7.10. You may also delete an authorized user through the customer portal. You are responsible for removing an authorized user or imposing restrictions on an authorized user if and when this is necessary, for example, if the person no longer works for you.

7.11. You, as an administrator, agree that all actions and/or inactions taken by authorized users arise from your decision to allow such person to act as an authorized user, and you are responsible for each such action and/or inaction.

8. Your Personal Information

8.1 In order to provide you with an account, we collect data about you and your authorized users. NBCGate is the controller of the personal data collected under the agreement in order to provide you with access to your account. It is important that you and your authorized users understand how we use your personal data. As a European company, we value the privacy of our customers and process and protect the personal data of our customers and their authorized users in accordance with the requirements of the General Data Protection Regulation (GDPR).

8.2 Please read our Privacy Policy, which sets out the full details of the personal data we collect, how we use it and how we store it. Please inform your authorized users of our data processing by referring to our Privacy Policy, attached as Exhibit 4 to this Agreement, before you send any of their personal information to us.

8.3 By entering into this Agreement, you authorize us to collect, process, and store your personal information in accordance with our Privacy Policy for the purpose of providing you with an account. If you have been referred to us by a third party, we may share personal data with that third party if necessary. If you close your account, we will stop processing your personal data as we will no longer provide you with an account, but we may continue to hold your personal data in accordance with legislation, such as anti-money laundering and counter-terrorist financing legislation.

8.4 As a regulated institution, we have a duty to protect and keep your account information secure. We will not disclose information relating to your account to third parties outside of the circle of our trusted providers and partners with whom we work. Exceptionally, we may disclose account information to a third party service provider at your request or otherwise, only as required by Czech law and/or applicable European Union law.

9. How to use your account

9.1 Each authorized user may, subject to the designated access level, manage your account and only to the extent of the rights granted to the relevant account, including (depending on the account type selected)

- view balances and transaction history (we will refer to this as "account information");

- create payment orders;

- register merchants/stores

- approve payment orders for execution;

- convert stabelcoins;

- burn/dispose of stabelcoins and withdraw fiat money to bank accounts

- request an API key.

9.2 Please note that we do not automatically issue digital or paper transaction statements, but account statements can always be downloaded from the client portal.

10. Your Wallets and Transaction Processing

10.1 You can collect funds into your wallets by selling goods/work/services through NBCGate cryptocurrency services and payment tools, which are converted into NBCGate stabelcoins and credited to your wallet balance or by moving/converting funds (stabelcoins) between your own wallets.

10.2 Generally, Stablecoins converted from one currency to another and moved between your wallets are immediately credited to the appropriate wallet. Charges from accounts outside of NBCGate are also generally credited immediately, however, subject to any necessary checks that we are required to perform, such as due to anti-money laundering or fraud prevention laws, it may take some time to complete the processing/ crediting of such transactions, which is necessary to perform the relevant checks.

10.3 We sometimes receive requests to withdraw and/or verify transactions, such as from the payer's bank (when selling/buying Stablecoins) and/or disposing/burning of Stablecoins and withdrawing fiat money to bank accounts. You hereby expressly authorize us to return such funds pursuant to a withdrawal request if such funds have not already been credited to your account.

10.4 Although we endeavor to process your transactions/transactions as quickly as possible, in some cases your funds may be delayed while the validators of the blockchain networks in which the transactions in question are initiated receive validation, in which case we unfortunately have no influence on the speed of validation and transaction speed. Please note that such transactions will not be converted into stabelcoins and credited to your wallets until the validation process is complete, and the number of validators required to validate transactions may depend directly on the blockchain network on which the payer initiated the transaction and is determined by NBCGate in its sole discretion. Please also note that the transaction will be in processing status until the required number of validator confirmations are received, and if the required number of validator confirmations are not received will be cancelled automatically, thus by delivering goods and/or providing a service to a customer whose transaction is in processing status, you assume the risk of not confirming/cancelling the transaction and guarantee NBCGate that you do not and will not have any claims or financial requirements to NBCGate for the amount correspondent.

10.5. You are aware and agree that incoming cryptocurrency transactions cannot be reversed and, as a rule, these transactions are immediately executed and credited to your wallet.

11. Payouts

11.1 By default, you can create payment orders using channels to make payments between your wallets or to accounts outside of NBCGate using channels and services provided by NBCGate. You can also create payment orders for payments in euros or other available currencies, using international or local payment networks.

11.2 To create a payment order for a payout, you need to provide the following information (payouts using international or local payment services may require additional information)

- recipient's full name;

- recipient's account details:

- amount;

- currency;

- purpose of payment.

- IBAN

- The number of the bank card.

12. Receipt of payment orders and time of execution

12.1 You know and agree that neither a payment order nor a disbursement can be canceled after we have received the payment order. For payments between your wallets, we receive a payment order as soon as the payment order is submitted, and it will generally be executed immediately and credited to the selected wallet.

12.2 A payment intended for a third party may be delayed if the payment order must be evaluated by Nbcgate for legal compliance reasons, such as transaction monitoring requirements. We may, in our sole discretion, reject a payment order if it violates the agreement or any applicable law, or if we suspect that execution of a payment transaction would be prohibited, for example, in violation of international sanctions. On holidays stipulated in Act 245\2000 payment orders may be executed with a delay of one or more business days. .

12.3 The above also applies if you create a payment order through a third-party payment initiation service provider.

12.4 It is your responsibility to ensure that the authorized user creating the payment order provides the correct recipient data. This is important because neither payment orders nor payments can be canceled. Although we will do our best to help you recover your funds in circumstances where incorrect payee account information has been provided, there is a risk that you could lose any funds sent to the wrong account.

13. Currency/Stablecoin Conversion from One Currency to Another

13.1 Depending on the currencies you choose, you will be able to convert currency from one Stablecoin to another on your wallet(s), allowing you to change the amount in one currency to another, for example, euro to U.S. dollar.

13.2 To create a payment order for a currency transaction, you will need to provide the following information:

- amount;

- the original currency of the Stablecoin,

- currency into which the conversion will be made in stabelcoin.

13.3 You can create a payment order to pay the converted funds after the currency transaction. If so, you have recognized that the currency transaction and the payout are two separate transactions. To pay out the converted funds to the recipient, you must provide the following additional information (payments using international payment networks may require additional information)

- The recipient's full name;

- The recipient's account information; and

- the purpose of the payment.

13.4 When you create a payment order and include all the necessary information, you will be provided with the current exchange rate for the currency transaction. If you want to accept this rate, you will need to send a payment order on the portal. We will assume that by submitting a payment order, you have given us your consent and authorized us to execute the currency transaction (including the application of the displayed real exchange rate) and, if applicable, the payment after the currency transaction in accordance with the payment order you have created. You know and agree that neither the payment order, the currency transaction nor the disbursement may be canceled or deleted, and it is your responsibility to ensure that the authorized user creating the payment order provides correct details regarding the currency transaction and disbursement (if applicable). We also reserve the right not to execute a currency transaction due to market disruptions, currency fluctuations, unforeseen events that may make currency services unavailable, or due to technical errors.

13.5 Please check on the portal for the applicable fees for currency transactions and the calculation of the exchange rate when converting Stablecoin.

13.6 If a currency transaction cannot be completed for any reason, it will be refunded to your wallet using the exchange rate at the time the refund is processed. Such a refund, depending on the circumstances, may also incur fees and charges. This may mean that the amount of the returned transaction is lower or higher than the original transaction (posting).

14. Rejected Transactions, Refunds and Unauthorized Use

14.1 Nbcgate may reject any transaction, such as an incoming cryptocurrency payment, card payment, chargeback, or currency transaction, made to or from your Wallet if we believe that it violates any applicable law, this Agreement and/or any rules or regulations.

14.2 If you have encountered an erroneous transaction to or from your Wallet, please contact us as soon as possible, but no later than ten (10) banking days after the relevant transaction was made. We will do everything we can to help you resolve any problems, but please note that we cannot guarantee the success of such measures, which may have been caused by a third party outside our control.

14.3 In the event that Stablecoins are erroneously credited to your wallet, we will contact you as soon as possible and take steps to assist the sender in recovering such funds. This may include reversing the incorrect transaction or refunding any overpayments to your account with your consent. If you notice any incorrect recharges to your wallet, contact our customer service team immediately.

15. Unauthorized transactions

15.1 You must contact us as soon as you learn or suspect that someone has unauthorizedly used or stolen access to your account, but no later than three (3) months from the date of the unauthorized transaction or discovery of an unauthorized login through your account. Upon your notification, we will investigate such unauthorized activity . We will return funds to your account unless the unauthorized transaction is your fault and the login to your account is by an authorized user, due to loss of authorization data (including but not limited to plain or one-time passwords, account credentials, means of communication used with Nbcgate for authentication purposes, API keys) by you or your authorized persons (employees); or in the case of wilful or grossly negligent violation of this agreement.

In this case, the conduct of such transactions and the consequences thereof, including any financial losses and damages, are your responsibility and are not subject to indemnification by Nbcgate.

15.2 It is also very important that you notify NBCGate immediately if you suspect that an API, API key or security or account credentials have been compromised.

16. Fees, Commissions and Charges

16.1 For each transaction on the NBCGate portal received by an Affiliate, Nbcgate charges a fee, the amount of which is approved on the Nbcgate website and is available to the Affiliate in the Nbcgate portal when the user logs in. The commission is Nbcgate's remuneration for completing the relevant transaction. In the event that the fees are revised, Nbcgate shall notify the Partner at least ten (10) calendar days prior to such revision. Nbcgate's commission/remuneration from each transaction shall be automatically deducted from the amount of stabelcoins credited by Nbcgate to the Partner's wallet.

16.2 If the Partner returns the received payment, NBCGate shall withhold its commission or other applicable fees as specified in this clause. The amounts of commissions and fees payable to Nbcgate shall be calculated proportionally depending on the amount of the refund/payment. All payments and transactions made/received by and/or emanating from the Partner shall be converted by Nbcgate into Stablecoin and credited to the Partner's wallet in the currency of his/her choice.

16.3. Nbcgate reserves the right at any time (i) to impose a reserve of a certain percentage of each transaction amount in the event that Nbcgate reasonably suspects that the Affiliate is making prohibited and/or fraudulent transactions. with the reserve percentage to be agreed upon during underwriting; and (ii) to suspend payment in order for NBCGate to conduct additional checks (including AML/CFT). The Partner shall be notified of such booking, delay or suspension as soon as possible in writing/by e-mail and/or by sending a notice to the Partner's personal account on the NBCGate portal.

16.4. The Partner, without prior written consent of NBCGate, agrees not to charge additional fees or any other charges from his customers for making payments to the Partner through the services provided by NBCGate as a method of payment.

16.5 If one of your wallets does not have enough stablcoins/money to cover fees or payments, Nbcgate shall be entitled to deduct such fees and commissions from any of your other wallets in any available currency. In these circumstances, currency conversions may be required, which are at the expense of the Affiliate. NBCGate may also block payments from your account, suspend or terminate your account if there are no funds available to cover any fees and/or charges.

16.6. Given the fact that money in an Affiliate wallet is stored in stabelcoins backed by fiat money held in Nbcgate bank accounts, we reserve the right to charge you for fees that a bank may charge us due to a negative deposit rate.

16.7 Nbcgate may change the fees and charges (rates) listed on our page at any time. We will notify you of any changes in advance by giving you the opportunity to close your account before the new fees and charges (rates) take effect if you do not agree with them.

16.8 The Parties shall independently and at their own expense ensure settlement of their tax liabilities. Any payment to an Affiliate from NBCGate may be subject to applicable tax laws, including withholding, fees, duties or similar governmental charges. Nbcgate agrees to notify the Partner of any applicable tax due and the Parties will cooperate and use commercially reasonable efforts to take advantage of any applicable double taxation treaty or agreement to mitigate their tax risks.

17. Security

17.1 NBCGate Stablecoins - a digital asset/coin, the rate of which is pegged to fiat currency and secured by NBCGate with fiat money in bank accounts. Partner's trading transactions are converted into Stablecoin NBCG, in which they are stored in the Partner's wallet, thus reducing the risks of cryptocurrency to fiat money exchange rate change. Stablecoin NBCG is issued in 3 (three) major currencies Euro, US Dollar, Czech Krona. Your wallet is the wallet where your Stablecoins are stored. After receiving a payment in your favor, regardless of how it was initiated (using cryptocurrency, etc.), we will deposit an amount equivalent to the amount of stabelcoins credited to your wallet in fiat money to the bank account at our partner bank and credit the appropriate amount of stabelcoins to your wallet. We are required by law to do this in order to keep your money separate from our own funds, and we, unlike a bank, are not allowed to lend your money to anyone.

Under the terms of our license, we are not allowed to pay you interest and the money in your wallet is not covered by deposit guarantee schemes.

17.2 We use blockchain technology to encrypt data and secure solutions to authenticate Users, and we do everything we can to prevent unauthorized or fraudulent use of your accounts.

17.3. We may restrict and/or block certain Affiliates, Users and/or Customers with whom you may make payments if we deem it necessary to protect the accounts of our customers/affiliates.

17.4 When taking steps to protect your accounts, please note that you and each authorized user are responsible for ensuring that

- Your accounts, regular and one-time passwords, the means of communication used to work with NBCGate for authentication purposes (we will refer to these as "account credentials") are kept secure and that your authorized users do not store credentials on the devices used to access the NBCGate portal;

- You use a secure password that you do not use for any other account or similar that you update from time to time;

- Only your biometric information (Touch ID or Face ID) is recorded on your mobile device;

- You contact us immediately if you suspect that your account (or any of its information) is being accessed or otherwise used by an unauthorized third party, or if you suspect that any account credentials are compromised, used or otherwise in the possession of an unauthorized third party;

- You warrant that all information (including, but not limited to, contact information and information about your authorized users) pertaining to the account is current and that you report any changes to us without undue delay;

- You always follow our policies and guidelines posted on our site regarding account security.

18. Changes to the Agreement, Termination of the Relationship and Closing of the Wallet

18.1 We may update the agreement from time to time (for example, the terms of this agreement, fees, list of services and available services, list of prohibited countries, or privacy policy). In such cases, we will provide you with advance notice by email to your administrator(s) or send notice through the NBCGate portal.

18.2 We reserve the right to make minor changes that do not adversely affect you without prior notice of such changes. If you do not accept the changes, you must notify us before the changes take effect. Please note that we may terminate your agreement and block your account/wallet if you do not agree with the changes.

18.3 You may terminate the agreement and close your account/wallet at any time, provided that we do not require additional verification of your account.If we believe that termination may interfere with the verification/investigation, we may freeze the account and your funds for the time necessary to complete the investigation.

18.4 NBCGate may terminate your agreement and block your account and/or refuse to provide any service to you with thirty (30) calendar days notice. In addition, NBCGate may at any time (i) suspend the account or (ii) terminate the agreement and block the account (or any part/functionality thereof), at our sole discretion, and such action by NBCGate will be taken without notice and such suspension/blocking may last up to thirty (30) banking days, in the event

- You are not in compliance with the law or we have reason to believe that your business does not comply with our internal requirements or otherwise conflicts with our company policy or strategy;

- We have reasonable grounds to suspect that you or any authorized user is acting fraudulently when using the account;

- You have failed to provide us with sufficient, current and truthful KYC information upon request or we have a reasonable suspicion that any information provided is false, incorrect, falsified or not current;

- You are declared bankrupt or insolvent, subject to any prosecution by any governmental authority;

- We believe that you have materially breached the agreement;

- You do not cover any overdrawn amounts in your account within five (5) banking days;

- We have reasonable grounds to believe that your use of the account could damage our reputation or goodwill or harm us or our software, system or equipment;

- We are required to take action to suspend or block your account pursuant to any law, determination, court order, or order of an authority;

- We can no longer provide the account or services to you because of the actions of third parties; or

- Your account has been inactive, which means that a payment order or card payment has not been created or made for more than three (3) months; or

- Funds have not been added to your wallets within thirty (30) days of successful authorization as a customer.

18.5 Under certain circumstances, Nbcgate may not be able to close an account due to ongoing investigations relating to the arrival of funds into the wallet. In such cases, we may freeze Stablecoins in the wallet for the time necessary to complete the investigation.

18.6 We will notify you in advance if your account is blocked. In these circumstances, we may cancel any pending payment order or payment transaction, limiting the flow of funds into your wallet.

18.7 Unless you notify NBCGate otherwise prior to closing your wallet, we will transfer any unclaimed funds from your wallet to a separate account and retain such funds for at least one (1) calendar year (provided that applicable fees and commissions will be deducted from the frozen amount). This transfer of funds may require a currency conversion (we will only hold such funds in Euros) and the applicable fees will be deducted from the balance of the unclaimed funds. You may contact us within one (1) calendar year of the closing of your account and ask us to transfer the unclaimed funds to you (provided that the applicable transaction fees will be deducted).

19. Additional Legal Terms and Conditions

19.1 In rare cases, NBCGate may need to make changes to account information (such as account numbers). We will notify you in advance so that you can notify your suppliers or customers of such changes. After such a change, you should refrain from using the old wallet credentials, as transactions may not reach such a wallet.

19.2 When you enter into an agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use our products and services. All intellectual property in our products and services belongs to us or our licensors (for example, our logo and design, content on our website, all software and source code, API and API keys, customer portal and mobile application, trademarks, know-how and data associated with our products and services). You may not use the name of Nbcgate or our licensor, trademarks, logos or other intellectual property.

19.3 You may not copy, reproduce, modify, reverse engineer or disassemble any of our products, services or any intellectual property rights.

19.4 Some of the software included in the applicable services may be offered under an open source license with different terms and conditions.

19.5 We will do our best to ensure that accounts, the Wallet, the NBCGate portal, and other services and services operate without any errors or failures, but please be advised that all services and included services are provided "as is" and we do not guarantee that they will be uninterrupted or error free. This is partly due to the fact that we rely on certain third parties to provide services to you.

19.6 We will be liable for damages and losses not excluded under these terms, which do not exceed the total amount of fees payable by you to us in the calendar year in which the event giving rise to our liability occurs, to the extent such limitation of liability is permitted by law.

19.7 In addition to the foregoing, and to the extent permitted by law, we will not be liable for

- for any indirect, punitive or consequential damages or losses, including but not limited to lost profits, loss of data, loss of business, loss of goodwill and loss of reputation

- for any damages, losses or expenses in connection with our compliance with applicable laws, regulations, orders and judgments of courts or authorities or other regulatory requirements of payment systems, card payment systems or any other payment, clearing or settlement system;

- for any damage, loss or expense due to any delays, interruptions, malfunctions or inaccuracies related to the account or channels;

- for any damage, loss or expense caused by a virus, malware, phishing or other technological attacks or harmful material that may infect your IT equipment or infrastructure used for the account or channels;

- for any damage, loss or expense arising from unauthorized transactions due to your (or your authorized user's) failure to retain your account, API keys or any account credentials in accordance with the agreement;

- for any damages, losses or expenses arising from our decision to (i) not connect you and not open a Wallet for you), (ii) close your account/wallet, (iii) reject the transaction or (iv) disable or suspend the API;

- for any damage, loss or expense arising from (i) delays, errors, fees, charges or charges by third party banks or other financial institutions, (ii) a returned/cancelled transaction due to currency conversion resulting in a lower amount than the original transaction, (iii) you not providing accurate and correct payment details including currency, (iv) you not providing required KYC information or providing it with a delay or if the KYC information you have provided is not true, current, correct or correct, (v) the applicable currency conversion rate used by us in converting the currency, (vi) the currency conversion rate relating to your card, (vii) you contact us later than the time specified after you notice an error in the transaction, (viii) a returned transaction, (ix) your failure to secure your account, (x) unauthorized transactions between your wallets held by us;

- for any damages, losses or expenses that may arise due to your failure to inform us of any material changes affecting you and your operations, including but not limited to changes in directors, beneficial owners and authorized users;

- for any action or any fees charged by third parties, such as other banks, for the use of their facilities or services and for the assessment or payment of any taxes, duties or other charges resulting from the underlying transaction; or

- for any fraudulent act committed by any third party contacting you, introducing themselves as, for example, NBCGate, a known company or acquaintance associated with you, requesting to reveal your account details such as passwords, logins etc., or to initiate a transaction. NBCGate never requests such information or actions.

19.8 If you fail to perform your obligations or covenant obligations, if any promise or warranty you have made is untrue, or if you use your account/wallet, API or our services in violation of applicable law, you will be liable for damages, losses and other costs incurred by NBCGate including but not limited to legal fees.

20. Force Majeure

20.1. We shall not be liable for any breach or delay in performing our obligations under this Agreement if such breach or delay is caused, directly or indirectly, by fire, flood, earthquake, natural disaster, war (including cyberwar), civil or military disturbance, acts of terrorism, sabotage, strikes, riots, epidemics, pandemics or natural disasters or any cause beyond the reasonable control of NBCGate (force majeure). In the event of force majeure, we will provide you with notice thereof and we will be released from performance of the affected obligations as long as such force majeure event prevails.

21. Other

21.1 If any provision of the agreement is held invalid, illegal or unenforceable, the remaining provisions of the agreement remain valid and binding on the Parties.

21.2 The Partner may not assign its rights or obligations under the agreement to a third party as the sole party to the agreement with NBCGate. The Partner shall be liable until the Wallet is closed and any amounts due under the agreement are paid to NBCGate in full. NBCGate may assign its rights or obligations under the agreement to any company within the Nbcgate group or to any third party without the prior consent of the Partner.

21.3 NBCGate shall be entitled to exercise any remedy available under the Agreement at any time, even if such exercise is delayed or NBCGate has not previously exercised the remedy to which it is entitled.

Czech law applies.

The Agreement is governed by Czech law without regard to conflict of laws principles.

21.4 All disputes that may arise based on or in connection with this agreement will be resolved in the courts of the Czech Republic.