Clause 1.- Acceptance
1.1.The user (“User”, as defined in clause 2.6 below ) agrees to be bound by this user agreement (“User Agreement”, as defined in clause 2.1 below) by accepting and / or using the platform (the “Platform”, as defined in clause 2.2 below), and / or the Services (the “Services”, as defined in clause 2.9 below), and / or by executing the loan agreement (“Loan Agreement”, as defined in clause 2.27 below) with the operator (“Operator”, as defined in clause 2.4 below).
1.2. By using the information available at the Platform and / or its Services, and by visiting the Platform, You hereby declare and confirm that You have thoroughly familiarised Yourself with the this User Agreement, and that You have read and understood the content of each provision and consequences thereof, and that You understand and accept that this User Agreement is a legally binding document without coercion, persuasion or exertion of other influence.
1.3. The User hereby additionally confirms that this User Agreement fully corresponds to the User’s true intentions and will, and that the User is not using the Platform and / or any of its Services, nor is the User reading this User Agreement under the influence of alcohol, narcotic, psychotropic or other psychoactive substances.
1.4. The User also understands and accepts that the User is not only able to, but also encouraged by the Operator to consult independent legal and financial advisers regarding the interpretation and execution of this User Agreement and the Services that the Platform provides.
1.5. A User who does not accept this User Agreement is not authorised by the Operator to use the Platform and / or the Services.
1.6. This User Agreement regulates the terms and conditions for the use of the Platform, and the legal relationship between the User and the Operator, as well as between the registered users of the Platform (“Registered Users”, as defined in clause 1.2.6 below).
1.7. The Platform in its entirety and the intellectual rights to its content shall belong to the Operator. The User shall not have the right to save, copy, modify, relocate, transfer or disclose the content of the Platform and the Platform’s website (“Website”, as defined in clause 2.3 below).
1.8. The Platform is administered and made available to the public by the Operator, and through the Platform, the Operator intermediates between Registered Users wishing to borrow, and Registered Users willing to invest in loan, credit or any other debt investment opportunities . Through the Platform, the Operator also provides the means to conclude the electronic agreements necessary between the parties to each transaction in which the Operator intermediates. However, the User hereby acknowledges and agrees that the interest rate (“Interest”, as defined in clause 2.35 below) and / or any other potential benefits indicated on the loan offers (“Loan Offer”, as defined in clause Error! Reference source not found.) published on the Platform are not guaranteed, may change independent of the Operator’s will, and cannot be deemed to be investment advice or counsel by the Operator. The Operator does not provide any guarantee to the User that the Loan Offers published in the Platform will be repaid according to the terms and conditions therein displayed. The Operator seeks to reasonably evaluate credit risk and improve the risk model applicable for each loan application (“Application”, as defined in clause 2.14 below), but the Operator does not assume liability for any loss incurred by the User if the loan amount (“Loan Amount”, as defined in clause 2.29 below) and / or any other amounts invested by the User through the Platform have not been repaid. The User agrees to assume the credit risk at the User’s own free will when investing or lending through the Platform. The User acknowledges that the role of the Operator is just that of an intermediary introducing the Registered Users to each other and providing certain specific information and / or other complementary services to enable the transactions between the Registered Users. The User therefore agrees to indemnify the Operator, its employees, representatives and beneficiaries, and any of the Operator’s affiliated companies and / or associates, for any and all losses incurred as a result of the User’s actions, decisions or transactions while using the Platform or the information displayed on it.
1.9. Information and data displayed on the Loan Offers published at the Platform are provided by the Registered Users, and therefore, the Operator shall not be held responsible for the correctness and / or validity of any of the information displayed on the Loan Offers or on the Platform, and You have no right to claim or request compensation for any liabilities or losses You may incur into, due to Your own actions, decisions or transactions while using the information provided on the Platform.
In this User Agreement, words denoting the singular shall include the plural and vice versa and references to the masculine gender shall include the feminine gender and neuter and vice-versa, and the following capitalised terms shall have the meaning attributed to them below:
2.1. User Agreement: this document constitutes the User Agreement that outlines the terms and conditions agreed and accepted by and between the User and the Operator, for the use of the Services, provided inside the Platform, as amended from time to time.
2.2. Platform: the proprietary software owned by the Operator, and made available to the public remotely through digital channels, namely, the website (“Website”, as defined in clause 2.3 below) for the purposes of developing what is commonly known as debt crowdfunding, or peer-topeer (hereinafter, “P2P”) lending activities, which involves the intermediation by the Operator in the execution of debt instruments between the Registered Users -namely, Loan Recipients and Lenders, among other complementary activities.
2.3. Website: The internet domain on which the Platform is made available to the public, and which for clarity purposes is: bitguana.com.
2.4. Bitguana, also referred to as the Operator, or We, or Our, or Ours, or Ourself, or Ourselves: the legal entity providing the Services available at the Platform to the User, which legal entity may vary for legal reasons, depending on the User’s place of residence, and depending on the type of Service utilised by the User, and which shall therefore be one or several of the following entities, whether independently or jointly: (i) Bitguana Finland Investment Network Oy, a private limited company registered under the laws of Finland, with incorporation number 3342439-5, and with registered address at Metallimiehenkuja 10, 02150 Espoo, Finland (hereinafter, “BFIN”); and/or (ii) Bitguana (Georgian Economic Organisation) LLC, a private limited company registered under the laws of Georgia, with incorporation number 405543522, and with registered address at 118 Zakaria Paliashvili Street, Tbilisi, Georgia (hereinafter, “BGEO”).
2.5. Payments Provider: the legal entity providing the Wallet and the payment Services available at the Platform to the User, which legal entity may vary for legal reasons, depending on the User’s place of residence, and depending on the type of Service utilised by the User, and which shall therefore be one or several of the following entities, whether independently or jointly: (i) Alende Virtual Assets Finland Investment Network Oy, a private limited company registered under the laws of Finland, with incorporation number 3342443-2, and with registered address at Metallimiehenkuja 10, 02150 Espoo, Finland (hereinafter, “AVAFIN”); and/or (ii) Alende Virtual Assets (Georgian Economic Organisation) LLC, a private limited company registered under the laws of Georgia, with incorporation number XXXXX, and with registered address at 118 Zakaria Paliashvili Street, T'bilisi, Georgia (hereinafter, “AVAGEO”).
2.6. Registered User: the natural person or a legal entity who / which registers at the Platform to open a user account (“User Account”, as defined in clause 2.12 below), and who / which, subject to a successful KYC (“KYB”, as defined in clause 2.59 below) and / or KYB (“KYB”, as defined in clause 2.60 below) process performed by the Operator, is allowed by the Operator to utilise the Platform and / or to receive the Services, and who / which is authorised to receive the Services in his / her place of residence, through the User Account assigned to him / her, and who / which is legally bound by the terms and conditions specified in this User Agreement, and who / which may act at the Platform as either investor (“Investor”, as defined in clause 2.24 below), and subsequently, as a lender (“Lender”, as defined in clause 2.25 below), or as a loan applicant (“Applicant“, as defined in clause 2.15 below) and subsequently, as a loan recipient (“Loan Recipient”, as defined in clause 2.22 below).
2.7. Unverified User: the natural person or a legal entity who / which registers at the Platform to open a User Account, but whose identity has not been verified yet by the Operator.
2.8. User, or You, or Your, or Yours, or Yourself: the Unverified User, and subsequently, the Registered User who / which has accepted and executed (digitally signed) the present User Agreement by requesting to be registered on the Platform.
2.9. Services: the services provided by the Operator to the Registered Users on or inside the Platform, as described in clause 4 of this User Agreement.
2.10. Ineligible Jurisdiction: any jurisdiction where local laws, or regulations, or current extraordinary circumstances may result in a significant risk of civil, regulatory or criminal exposure for the Operator, and whose residents are therefore not eligible to use the Platform.
2.11. User Code: the unique number attributed by the Operator to each Registered User, which is allocated for a correct Registered User identification at any time.
2.12. User Account: the individual account of a Registered User on the Platform, protected with the Login Credentials (“Login Credentials”, as defined in clause 2.13 below) and assigned to that Registered User for the correct performance of the various actions available at the Platform, namely, to submit Applications, to execute Loan Agreements, to make Loan Offers, thereby approving the publishing of auctions (“Auctions”, as defined in clause 2.19 below), to make investment offers (“Investment Offer”, as defined in clause 2.23 below), to lend money, thereby becoming a Lender, and to borrow money, thereby becoming a Loan Recipient, among other actions.
2.13. Login Credentials: the unique credentials assigned to each User Account that enable each specific Registered User to log in to that specific User Account. The Login Credentials consists of a combination made of (i) a username, which shall be the verified email address used by the relevant Registered User during the registration / onboarding process, and (ii) a unique password chosen by that same Registered User during the registration / onboarding process. The username is intrinsically linked to the User Account and cannot be changed and / or updated, but the password may be updated from time to time by the Registered User to whom the User Account is assigned.
2.14. Application: the declaration of intention and / or formal request carried out by a Registered User who / which subsequently becomes an Applicant and which, subject to prior approval by the Operator, and the subsequent execution of a Loan Agreement, can be made public on the Platform through an Auction so that the Applicant can receive Investment Offers.