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Terms of Use

[Last updated: October 6, 2022]

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING TO SIGN UP, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.

If you are accepting these terms on behalf of an entity, you confirm that you are authorized on behalf of that entity to agree to be bound by these Terms of Use and all terms incorporated by reference.

Scope

These are the Terms of Use of RSN Finance OU, Registry code: 14369967, and all its affiliates or subsidiaries. References in this Agreement to "Raison", “Raison app”, "we", "our" or "us", are to RSN Finance OU, and references to "you" or "your", “User”, “Client”, “Customer” are to the person with whom Raison enters into this Agreement.

These Terms apply to any access and use of our web or mobile apps, our website at raison.app, our online services, and any of our services related to or utilizing any of the foregoing, which we refer to in these Terms, collectively, as “Services,” “Raison Services,” or “our Services”.

By signing up to use an account through raison.app or any of our associated websites, APIs, or mobile applications (collectively the "Raison Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy.
Definitions

2.1. Money Laundering – is a set of activities with the property derived from criminal activity or property obtained instead of such property with the purpose to:
1. conceal or disguise the true nature, source, location, disposition, movement, right of ownership or other rights related to such property;
2. convert, transfer, acquire, possess or use such property for the purpose of concealing or disguising the illicit origin of property or of assisting a person who is involved in criminal activity to evade the legal consequences of his or her action;
3. participation in, association to commit, attempts to commit and aiding, abetting, facilitating and counselling the commission of any of the actions referred to subsections 2.1.i and 2.1.ii.
2.2.     Terrorist Financing – acts of financing of terrorism as defined in § 2373 of the Penal Code of Estonia.

2.3.     International Sanctions – list of non-military measures decided by the European Union, the United Nations, another international organisation or the government of the Republic of Estonia and aimed to maintain or restore peace, prevent conflicts and restore international security, support and reinforce democracy, follow the rule of law, human rights and international law and achieve other objectives of the common foreign and security policy of the European Union.

2.4.     FIU - Estonian Financial Intelligence Unit (FIU) – Estonian independent government agency preventing of money laundering or terrorist financing, and detection of elements of a criminal offence.

2.5      FinCEN - Financial Crimes Enforcement Network, US agency to safeguard the financial system from illicit use, combat money laundering and its related crimes including terrorism.

2.6.     Business Relationship – a relationship of the Provider of service established in its economic and professional activities with the Client.

2.7.     Transaction – fiat money wiring from a Client to the Provider of service in exchange for virtual currency and vice versa.

2.8.     Client – a natural or legal person, who uses services of the Provider of service.

2.9.     Beneficial Owner – is a natural person, who:
1. Taking advantage of his influence, exercises control over a transaction, operation or another person and in whose interests or favour or on whose account a transaction or operation is performed taking advantage of his influence, makes a transaction, act, action, operation or step or otherwise exercises control over a transaction, act, action, operation or step or over another person and in whose interests or favour or on whose account a transaction or act, action, operation or step is made.
2. Ultimately owns or controls a legal person through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means. Direct ownership is a manner of exercising control whereby a natural person holds a shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent in a company. Indirect ownership is a manner of exercising control whereby a company which is under the control of a natural person holds or multiple companies which are under the control of the same natural person hold a shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent in a company.
3. Holds the position of a senior managing official, if, after all possible means of identification have been exhausted, the person specified in clause ii cannot be identified and there is no doubt that such person exists or where there are doubts as to whether the identified person is a beneficial owner.
4. In the case of a trust, civil law partnership, community or legal arrangement, the beneficial owner is the natural person who ultimately controls the association via direct or indirect ownership or otherwise and is such associations’: settlor or person who has handed over property to the asset pool, trustee or manager or possessor of the property, person ensuring and controlling the preservation of property, where such person has been appointed, or the beneficiary, or where the beneficiary or beneficiaries have yet to be determined, the class of persons in whose main interest such association is set up or operates.
2.10.     Politically Exposed Person or PEP - is a natural person who is or who has been entrusted with prominent public functions including a head of state, head of government, minister and deputy or assistant minister; a member of parliament or of a similar legislative body, a member of a governing body of a political party, a member of a supreme court, a member of a court of auditors or of the board of a central bank; an ambassador, a chargé d'affaires and a high-ranking officer in the armed forces; a member of an administrative, management or supervisory body of a state-owned enterprise; a director, deputy director and member of the board or equivalent function of an international organisation, except middle-ranking or more junior officials.

2.10.1. The provisions set out above also include positions in the European Union and in other international organizations.

2.10.2. A family member of a person performing prominent public functions is the spouse, or a person considered to be equivalent to a spouse, of a politically exposed person; a child and their spouse, or a person considered to be equivalent to a spouse, of a politically exposed person; a parent of a politically exposed person.

2.10.3. A close associate of a person performing prominent public functions is a natural person who is known to be the beneficial owner or to have joint beneficial ownership of a legal person or a legal arrangement, or any other close business relations, with a politically exposed person; and a natural person who has sole beneficial ownership of a legal entity or legal arrangement which is known to have been set up for the de facto benefit of a politically exposed person.

2.11.   Local Politically Exposed Person or local PEP – a natural person, provided in section 2.10, who performs or has performed prominent public functions in Estonia, a contracting state of the European Economic Area or in an institution of European Union.

2.12.   Provider of service – RSN Finance OÜ registry code 14369967, Roosikrantsi 2-K088, 10119 Tallinn, Estonia with a business location at Roosikrantsi 11, 10119 Tallinn, Estonia.

2.13.   Equivalent Third Country – means a country not a Member State of European Economic Area but applying an equivalent regime to the European Union corresponding (AML) framework.

2.14.   Virtual currency -‘virtual currency’ means a value represented in the digital form, which is digitally transferable, preservable or tradable and which natural persons or legal persons accept as a payment instrument, but that is not the legal tender of any country or funds for the purposes of Article 4(25) of Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, pp. 35–127) or a payment transaction for the purposes of points (k) and (l) of Article 3 of the same Directive.

2.15.   Raison Account — customer’s profile with unique ID to which customer’s personal data, wallets, history of transaction and other activities are associated. Raison Account is not a payment account, bank account or any other financial account by means of PSD2, MIFID or any other EU payment or financial directive.

2.16.   App – mobile application for iOS and Android devices as also web app, available via browser at m.raison.ai.
RAISON SERVICES

3.1. Eligibility.

Raison Services are for the use only of the registered account holder. You agree that the information you provide to Raison during account creation and any subsequent identity verification processes is accurate and complete, and will be updated as necessary to keep it so. If you are under 18 years of age, you are not authorized to use Raison Services.

You acknowledge and agree that Raison must conduct all necessary checks according to the applicable Anti Money Laundering and Counter Terrorist Financing regulations, in particular but not limited to Know Your Customer (KYC) checks, before allowing you to use Raison Services.

It is at the sole discretion of Raison whether it will approve the opening of accounts. Additionally, Raison reserves the right to suspend accounts temporarily or permanently, including where required or recommended by applicable governmental, regulatory, or law enforcement requirements or where you fail to provide sufficient information to verify your identity.

3.2. Virtual Currency Services.

The following services (the "Virtual Currency Services") are provided to you by Raison:
- One or more hosted virtual currency wallets enabling you to store, track, transfer, and manage your balances of certain supported virtual currencies (the "Virtual Currency Wallet" and "Virtual Currency" respectively).
- A Virtual Currency exchange service wiring fiat money from a Client to the Provider of service in exchange for virtual currency and vice versa or a virtual currency against another virtual currency (a "Virtual Currency Exchange").
In the framework of providing a virtual currency wallet service the Provider of service generates keys for Clients and keeps Clients’ encrypted keys, which can be used for the purpose of keeping, storing and transferring virtual currencies.

Raison Services are regulated by FIU. Raison operates under following license:
— Providing a virtual currency service, FVT000160.

Raison is registered by Financial Crimes Enforcement Network (FinCEN) as Money Service Business (MSB). MSB Registration Number: 31000189800715.

3.3. Additional Raison Services. In addition to the core services, additional services ("Additional Services") may be made available by Raison to users that fulfil certain eligibility criteria.

We refer to the Raison Virtual Currency Services and Additional Services together as the "Raison Services".

3.4. Availability of Services. Raison shall use reasonable efforts to make available, operate, and maintain Raison Services during the term of these Terms and to permit you to access and use Raison Services in accordance with these Terms. Raison shall use all reasonable efforts to notify you promptly of any difficulties experienced by us or other participants with respect to their access to or the use of Raison Services, but only to the extent that Raison is aware of such difficulties and reasonably determines that they are material to your access and use of Raison Services. Similarly, you shall notify Raison at the soonest possible time in case you become aware of any material technical failures of or difficulties with Raison Services or upon becoming aware of any material breach (or any event which, by giving notice and/or the lapse of time, would constitute a material breach) of these Terms.

Our Services may evolve over time. This means we may apply changes, replace, or discontinue (temporarily or permanently) our Services at any time for any reasonable cause with two days’ notice or without notice in case of a Force Majeure. In this case, you may be prevented from accessing or using our Services. If, in our sole discretion, we decide to discontinue our Services permanently, we will provide you with a notice via our website and via email.

3.5. Risk of virtual currencies. By using Raison Services you agree to virtual currency risks, including but not limited to such risks: price volatility; the legal status of virtual currency is uncertain and constantly evolving; the virtual currency service is unregulated in most parts of the world, virtual currency exchanges are vulnerable to cyber attacks; virtual currency (and the fiat currency used to buy/sell them) are held in custody by a third party; the virtual currency exchange may suspend or terminate their service at any time; the functioning of the virtual currency network is outside our control; and other risks.
User Responsibilities

4.1. Identity Verification. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Raison Services and your access to one or more Raison Services may be altered as a result of information collected on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic.

You are responsible for ensuring that your personal information in your account profile is updated and correct, including your email address and mobile phone number, as well as the KYC data provided.

You authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal and all relevant information may be disclosed to FIU.

Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further Raison Services and/or before permitting you to engage in transactions beyond certain volume limits.

You are also responsible for maintaining adequate security, control, and confidentiality of your device access, your account information, including any personal identification numbers (PINs), passwords, API keys, or other codes associated with your account and any activity occurring within that account. The loss or compromise of this information may result in unauthorized access to your account, which may result in the loss or theft of any securities, derivatives, and financial instruments held in your account.

If you believe your account has been compromised, or you need to report a security incident, or you have experienced any operational problems, or have a security concern, please contact us immediately at [email protected]. We have no responsibility for any loss that you suffer as a result of failing to comply with this section or failure to follow or act on any notices or alerts that we may send to you.
Deposit, transactions, transfers, and withdrawals

5.1. Loading fiat funds. You may deposit funds into your Raison Account to use Raison Services at any time during the duration of the contractual relationship established by these Terms. Funds as means of payment for virtual currencies will be accepted via bank transfer, debit/credit card (MasterCard, Visa, etc.), or any other method of electronic money transfer (where the originator is you) acceptable by Raison from time to time. We shall credit your Client Account with the relevant amount within one Business Day after the amount is credited to the bank (or merchant) account of Raison. Your funds transferred or stored to make transactions are not held on a deposit account and will not be protected by any Compensation Scheme or insured.

Raison will not accept third-party or anonymous fiat money payments (including payments with unnamed bank cards) in favor of your account.

You agree not to open a dispute if the funds were paid by PayPal and/or via debit/credit card. You agree that no refunds are made via PayPal and via debit/credit card (except where the refund went through in the form of a reversal) and with each successful fiat funds payment you agree that services described in 5.1 are provided in full. If you need to refund the payment fiat funds you should use the way described in 5.4.

5.2. Virtual currency wallet services. Raison Virtual currency wallet enables you to send Virtual currency to, and request, receive, and store Virtual currency from, third parties by giving instructions through the application or website at raison.app.

5.3. Virtual currency exchange services. To make a Transaction of Virtual currency (purchase or sell against fiat money or vice versa, or a Virtual currency against another Virtual currency), you must follow the relevant instructions on the Raison website or App. Clicking the relevant button you will be taken through a process that specifies and confirms the buy or sell order.

Each purchase or sale of Virtual currency is subject to the "Exchange Rate" for the given transaction. The "Exchange Rate" means the price of a given supported Virtual currency in another currency (including fiat money or Virtual currency). The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price" which is the price at which you may buy or sell Virtual currency, respectively. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, you understand that in some circumstances you need to pay the blockchain fee which influence the final Exchange Rate and you agree that final Exchange rate including the transaction fees is provided on the transaction screen after the exchange is finished.

We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell any Virtual currency on the open market at any particular price or time.

5.4. Withdrawals. Raison will perform withdrawals of your funds not used to obtain Raison Services, upon an application for withdrawal made via the Raison Wallet. Upon Raison receiving an instruction from you to withdraw funds from your Account, we shall refund the said amount within 5 (five) Business Days, if the following requirements are met:
- the withdrawal instruction includes all necessary information;
- the instruction is to make a bank transfer to your bank account or Virtual currency to your blockchain address; and
- at the moment of payment, Raison Account prepayment balance exceeds or is equal to the amount specified in the withdrawal instruction, including all payment charges.
Withdrawals will only be executed by crediting your personal bank account. Raison will not withdraw the fiat funds to any other third party or to an anonymous account.

5.5. Settlement, Reversals. Raison's settlement process is based on public digital chains operated by a decentralized network of independent third parties. You acknowledge, agree, and accept that a transaction on Raison may not be completed, or may be substantially delayed by the network. Operations can be revoked by either you or Raison unless commitment transactions are signed and sent to the digital chain. Any transaction is only final when settled on the digital chain.
TRANSACTION LIMITS AND ENHANCED DUE DILIGENCE

6.1. Transactions Limits. The use of all Raison is subject to a limit on the amount of volume, stated in EUR, you may transact or transfer in a given period (e.g., daily, monthly, yearly). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary.

6.2 Enhanced Due Diligence. Enhanced Due Diligence measures will be taken in cases where the risk level of the Client or Transaction is higher (e.g. European Union cross-border Transactions, Transactions where the Client has no apparent need for it or link with the Transaction etc.). We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Raison. We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance. We reserve the right to take Enhanced Due Diligence measures when you reach a total turnover of 15,000 EUR in any currency. In our discretion, we may change your risk level and refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
FEES

A full list of Raison fees can be found on the website https://raison.app/pricing

All payment and transfer charges will be borne by you, and Raison is entitled to debit your Client Account for these charges. You could find all the fees debited to you account in the application or on a website.
SUSPENSION, TERMINATION, AND CANCELLATION

8.1 Suspension, Termination, and Cancellation. We may: (a) refuse to complete or block, cancel or reverse a transaction you have authorised (b) suspend, restrict, or terminate your access to any or all of the Raison Services, and/or (c) deactivate or cancel your Raison Account with immediate effect for any reason, including but not limited to where:
- We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
- We reasonably suspect you of acting in breach of this Agreement;
- We have concerns that a transaction is erroneous or about the security of your Raison Account or we suspect the Raison Services are being used in a fraudulent or unauthorised manner;
- We suspect money laundering, terrorist financing, fraud, or any other financial crime;
- If your credit or debit card or any other valid payment method linked to your Virtual Currency Wallet is declined;
- Use of your Raison Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
- You take any action that may circumvent our controls such as opening multiple Raison Accounts;
- You fails to present upon identification or upon updating the previously gathered data or the taking of DD measures, true, full and accurate information;
- You or a person associated with the Client does not present data and documents evidencing of the lawfulness of the economic activities of the Client, or the legal origin of the funds used in the Transaction; and/or
- The Client uses fictitious persons to carry out the Transaction.
We will also refuse to complete a transaction you have authorised where there is no sufficient funds in your Raison Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.

If we refuse to complete a transaction and / or suspend or close your Raison Account, or terminate your use of Raison Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions. In the event that we refuse to complete a transaction and / or suspend your Raison Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

We may suspend, restrict, or terminate your access to any or all of the Raison Services and/or deactivate or cancel your Raison Account, without reason by giving you two months notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Raison Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.

On termination of this Agreement, unless prohibited by applicable law or by any court or other order to which Raison is subject in any jurisdiction, you may:
- transfer Virtual Currency and/or your Virtual Currency Wallet(s) for ninety (90) days thereafter; and / or
- transfer fiat money at any point in the six-year period commencing with the date of the termination of the Agreement.
If we suspend or close your account, or terminate your use of Raison Services for any reason, we reserve the right to require you to complete the procedures outlined at Section 4.1. (Identity Verification) before permitting you with transfer or withdraw any funds.
LIABILITY

9.1. Release of Raison. If you have a dispute with one or more users of the Raison Services, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.

9.2. Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

9.3. Limitations of Liability. We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.

(For the avoidance of doubt the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.)

9.3.1. Liability cap. Except as otherwise provided for in this Agreement, neither we, nor our affiliates or service providers, nor any of our or their respective officers, directors, agents, employees or representatives, will be liable for any amount greater than the combined value of the funds (fiat and virtual currencies) your Raison Wallet at any given time. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the amount of the transaction in dispute.

9.3.2. Limitation of loss. In addition to the liability cap at Section 9.3.1. above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
1. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a buy or sell transaction properly, your damages are limited to no more than the combined value of the supported funds at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell.
2. any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
3. any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Virtual currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data;
4. any loss or damage whatsoever which does not stem directly from our breach of this Agreement; and / or
5. any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
9.3.3. Applicable law. The limitation of liability in this Section 9.3 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Raison Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractor's negligence.

9.4. No Warranties. The Raison Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Raison Site, any of the Raison Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

We make no representations about the accuracy or completeness of historical Virtual Currency price data available on the Raison Site. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

9.5. Safety and Security of Your Computer and Devices. Raison is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Raison customer support will never ask to screen share or otherwise seek to access your computer or account; similarly, we will not ask for your two factor authentication codes. Always log into your Raison Account through the Raison Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

9.6. No Liability for Breach. We are not liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
Force Majeure

A Force Majeure Event includes without limitation each of the following:
1. Government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity or economic or political crisis;
2. Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic, or other natural disasters;
3. Labor disputes and lock-out;
4. Breakdown, failure, or malfunction of any electronic, network, and communication lines (not due to the fault of Raison);
5. Any event, act, or circumstances not reasonably within Raison’s control and the effect of that event or events is such that Raison is not in a position to take any reasonable action to cure the default.
DATA PROTECTION AND RECORD KEEPING

11.1. Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the Raison Services. Accordingly, you represent and warrant that:
- your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
- before providing any such personal data to us, you have read and understood our Privacy Policy, attached to this Agreement and a copy of which is also available at Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and
- if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.
11.2. Data retention period. Raison will keep records containing your personal data, trading information, account opening documents, communications, and anything else which relates to you in accordance with applicable laws, but at least for five years after termination of these Terms.

11.3. Identification and management of risks of technology and services. Provider of service uses safe technological solutions and implements physical and personal measures to keep safety of customers accounts described in internal policies according to current regulations.
Prohibited activities and uses

12.1. Prohibited use.

You agree that you will not use Raison Services to perform any type or sort of illegal activity or to take any action that negatively affects the performances of Raison Services. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Raison Services involves a Prohibited Use, or have questions about how these requirements apply to you, please submit a request to our support team.

By opening a Raison Account, you confirm that you will not use your Account to do any of the following:
- Unlawful Activity:Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Raison conducts business; publish, distribute or disseminate any unlawful material or information
- Abusive Activity:Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Raison Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Raison Site, other Raison users Accounts, computer systems or networks connected to the Raison Site, through password mining or any other means; use Raison Account information of another party to access or use the Raison Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Raison Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Raison
- Abuse Other Users:Interfere with another individual's or entity's access to or use of any Raison Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Raison Site about others, including without limitation email addresses, without proper consent
- Fraud:Activity which operates to defraud Raison, Raison users, or any other person; provide any false, inaccurate, or misleading information to Raison
- Gambling:Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
- Intellectual Property Infringement:Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Raison intellectual property, name, or logo, including use of Raison trade or service marks, without express consent from Raison or in a manner that otherwise harms Raison or the Raison brand; any action that implies an untrue endorsement by or affiliation with Raison.
12.2. Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Raison Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Raison Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact our support team.

By opening a Raison Account, you confirm that you will not use Raison Services in connection with any of following businesses, activities, practices, or items:
- Investment and Credit Services:Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes
- Restricted Financial Services:Check cashing, bail bonds; collections agencies.
- Intellectual Property or Proprietary Rights Infringement:Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder
- Counterfeit or Unauthorized Goods:Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
- Regulated Products and Services:Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials
- Drugs and Drug Paraphernalia:Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
- Pseudo-Pharmaceuticals:Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Substances designed to mimic illegal drugs:Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
- Adult Content and Services:Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
- Multi-level Marketing:Pyramid schemes, network marketing, and referral marketing programs
- Unfair, predatory or deceptive practices:Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
- High risk businesses:any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
If you are blocked by Raison from accessing Raison Services, you agree not to implement any measures to circumvent such blocking. Use of our Services in connection with any transaction involving illegal products or services is prohibited. Raison compliance service implements regular checks on the traces of transactions to discourage the use of funds of dubious origin, including Ponzi schemes, Tor internet, mixers, etc. Raison reserves the right to suspend your account temporarily or permanently or otherwise restrict your use of Raison Services if any violation of this section occurs. Additionally, in case of a participant’s violation, Raison reserves its legal rights.

12.3. Geographical restrictions

If the Client is from or the seat of a Client being a legal person is located in a third country, which is included in the list of risk countries given in internal rules of procedure for prevention of money laundering and terrorist financing, and compliance with international sanctions the Provider of Service in it’s sole discretion decides if the Client is eligible for Raison Service according to due diligence measures taken.

Notwithstanding the above mentioned loading and withdrawal of fiat funds are totally prohibited for the following countries and territories: Turkey, United Arab Emirates, Bahrain, American Samoa, Antarctica, French Southern Territories, Antigua and Barbuda, Burundi, Benin, Bonaire Sint Eustatius and Saba, Burkina Faso, Bangladesh, Bahamas, Belize, Bermuda, Barbados, Brunei Darussalam, Bhutan, Bouvet Island, Botswana, Cocos Keeling Islands, Congo The Democratic Republic of, Cook Islands, Comoros, Cape Verde, Curacao, Christmas Island, Djibouti, Dominica, Algeria, Ecuador, Egypt, Western Sahara, Ethiopia, Fiji, Falkland Islands Malvinas, Micronesia Federated States of, Gabon, Gibraltar, Guinea, Guadeloupe, Gambia, Guinea Bissau, Equatorial Guinea, Grenada, Greenland, Guatemala, French Guiana, Guam, Guyana, Heard Island and McDonald Islands, Honduras, Haiti, Indonesia, British Indian Ocean Territory, Iran Islamic Republic of, Iraq, Jersey, Jordan, Kenya, Kyrgyzstan, Cambodia, Kuwait, Lao Peoples Democratic Republic of, Lebanon, Liberia, Libyan Arab Jamahiriya, Saint Lucia, Sri Lanka, Lesotho, Saint Martin, Morocco, Madagascar, Marshall Islands, Mali, Myanmar, Mongolia, Mozambique, Mauritania, Montserrat, Martinique, Mauritius, Malawi, Malaysia, Mayotte, Namibia, New Caledonia, Niger, Norfolk Island, Nigeria, Niue, Nepal, Oman, Pakistan, Panama, Pitcairn, Philippines, Palau, Papua New Guinea, Puerto Rico, Paraguay, Palestinian Occupied Territory, French Polynesia, Qatar, Reunion, Rwanda, Saudi Arabia, Sudan, Senegal, South Georgia and the South Sandwich Islands, Saint Helena Ascension and Tristan da Cunha, Sierra Leone, El Salvador, Saint Pierre and Miquelon, South Sudan, Sao Tome and Principe, Suriname, Swaziland, Sint Maartin, Syrian Arab Republic, Turks and Caicos Islands, Chad, Togo, Tajikistan, Tokelau, Timor Leste, Tonga, Trinidad and Tobago, Tunisia, Taiwan, Tanzania United Republic of, Uganda, United States Minor Outlying Islands, Holy See Vatican City State, Saint Vincent and the Grenadines, Virgin Islands US, Vanuatu, Wallis and Futuna, Yemen, Zambia, Aruba, Afghanistan, Angola, Aland Islands, North Korea, Crimea, Somalia, Russia, Belarus.
Conditional Use

Express written consent and approval from Raison must be obtained prior to using Raison Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting our support team. Raison may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced onboarding procedures, and operate subject to restrictions if you use Raison Services in connection with any of following businesses, activities, or practices:
- Money Services:Money transmitters, Virtual Currency transmitters; currency or Virtual Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Raison Services
- Charities:Acceptance of donations for nonprofit enterprise
- Games of Skill:Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize
- Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization
Complaints and disputes

14.1. General procedures. In the event that an alleged breach, controversy, claim, dispute or difference (a Dispute) arises between you and Raison out of or in connection with these Terms (including but not limited to the validity, performance, breach, or termination thereof), the parties shall seek to resolve the matter by negotiation by referring the matter first to:
1. Any member of your executive management in case of legal persons, or you personally if you are acting as a natural person.
2. In the case of Raison, to the Raison Customer Support Department.
3. If you wish to report an error or a Dispute, you must contact our support team.
The Following information will need to be included:
1. Your name and surname;
2. Customer Account number (or other identification details);
3. Detailed inquiry description; and
4. The date and time that the issue arose.
If you receive a response from the Support Department but deem that the matter needs to be addressed further, you may ask the Customer Department to forward it to the Compliance Department. Both the Customer Support Department and the Compliance Department shall:
- Send an initial email confirming the receipt of your complaint;
- Try to resolve the matter as soon as reasonably possible; and
- Inform you of the outcome.
Additionally, you must inform Raison about any exchange error within 24 hours from the time of the error. Otherwise, Raison will not be able to investigate the error. Any exchange error coming from Raison will be amended where possible. If a situation arises that is not expressly covered by these Terms, the parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice.

Your right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.

14.2. Claims. You agree to use the complaints procedure set out at Section 14.1 of this Agreement before contacting the FIU. You agree to contact the FIU before filing any claim in a competent court. If you do not follow the procedures set out in this Section 14 before filing a claim in a court, we shall have the right to ask the court to dismiss your filing unless and until you complete the steps outlined above.

14.3. Dispute resolution, place of jurisdiction, and governing law. These Terms and any other related contractual documents shall exclusively be governed by and construed in accordance with the substantive laws of Estonia.
Changes to these terms

The present Terms may change from time to time, including but not limited to cases of changes in our Services, in technology, in regulation, and for any other case that Raison deems as appropriate to take measures. In case of a change, we will provide you notice of such change and by posting the updated Terms on our website and changing the "Last Updated" date above. Any amended Terms shall become effective not earlier than 14 days after they are posted and shall apply prospectively to the use of the Services upon the effectiveness of such changes. However, in case the changes address new functions of Raison Services or they are made for any legal reasons, they shall be of immediate effect. Upon effectiveness of the change, as described above, the change of Terms shall be considered as accepted by you in case you continue using the Services. Therefore, in case you do not agree to any amended Term, you must immediately cease using the Services.
Assignment/Entire agreement

Raison may assign these Terms to its parent company, affiliate, or subsidiary, or in connection with a merger, consolidation, or sale or other disposition of all or substantially all of its assets. These Terms, together with any other agreements that apply to you, constitute the entire and exclusive agreement between us and you regarding its subject matter, and supersede and replace any previous or contemporaneous written or oral contract, warranty, representation, or understanding regarding its subject matter.
CONTACTS

If you have any feedback, questions, or complaints, contact us by [email protected], via our Customer Support webpage at raison.app or using the App or write to us at RSN Finance OU, Raison Customer Support, Roosikrantsi 2-K088, Tallinn city, Harju county, 10119.

When you contact us please provide us with your name, address, and any other information we may need to identify you, your Raison Account, and the transaction on which you have feedback, questions, or complaints.

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