Last updated: August 10, 2026
This Service Agreement ("Agreement") governs the provision of the Talentir Business services, including the Onramp Service. It is entered into between:
Talentir LLC, a company incorporated under the laws of Switzerland with company number CHE-146.889.750, having its principal place of business at Stockerstrasse 38, 8002 Zurich, Switzerland (“Talentir”, “we”, “us”, or "our"); and
You, the business entity that accepts this Agreement and uses the Services (“Client”, “you”, or "your").
Talentir and Client are hereinafter collectively referred to as the "Parties" and individually as a "Party."
Talentir acts as a Swiss financial intermediary and is a member of a Self-Regulatory Organization (SRO) officially recognized by the Swiss Financial Market Supervisory Authority (FINMA).
The Services are strictly reserved for legal entities and corporate clients (B2B). Natural persons acting as consumers are not eligible to use the Services.
This Agreement becomes effective on the date the Client accepts it and creates a Talentir Business account (the "Effective Date"). By accepting this Agreement and using the Services, the Client confirms that the individual accepting is authorized to bind the Client and agrees to be bound by this Agreement. No handwritten or separately executed signature is required.
A. Talentir has developed and operates a platform, Talentir Business, to act as a service intermediator, facilitating engagements and associated Payouts from clients to payees such as creators, freelancers, affiliates, contractors, and other service providers. Payouts are executed either under the Merchant of Record Model, with Talentir, itself or through an Affiliate, acting as merchant of record, or under the Direct Model, as direct payments from the Client to the Payee (together, the "Services").
B. Client wishes to use the Services to manage engagements with and execute Payouts to its Payees by utilizing its own self-custodial wallet in conjunction with the Platform.
C. Talentir also provides a fiat-to-stablecoin onramp service that allows the Client to convert fiat currency into Stablecoins, typically used to fund the Client Wallet (the "Onramp Service", as further described in Section 3).
D. Talentir is willing to provide the Services to the Client, and the Client is willing to procure the Services from Talentir, subject to the terms and conditions of this Agreement.
Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Affiliate": Any entity that directly or indirectly controls, is controlled by, or is under common control with Talentir, where "control" means ownership of more than fifty percent (50%) of the voting rights or economic interests of an entity, or the ability to direct its management.
"Client Wallet": A self-custodial digital wallet established, funded, maintained, and operated entirely by the Client, under the Client's sole control, holding funds in supported currencies. Talentir does not operate, manage, or have direct access to or custody of the funds within this Client Wallet. For the purposes of the Services, the Client authorizes Talentir, via the Platform and up to, but not exceeding, the Daily Allowance set by the Client and valid Payout instructions, to initiate debits against the balance of this Client Wallet solely for the execution of Payouts and collection of applicable Fees as outlined in this Agreement. The Client retains ultimate ownership and control of the funds in the Client Wallet at all times, with Talentir's interaction being strictly limited to effectuating authorized transactions based on Client instructions and the Daily Allowance.
"Daily Allowance": The maximum aggregate amount specified by the Client through the Platform that Talentir is authorized to debit from the Client Wallet for Payouts on behalf of the Client on any given 24-hour period.
"Direct Model": The payout model described in Section 2.5(c), under which the Payout is a direct payment from the Client to the Payee and Talentir acts solely as a technical service provider in the name and for the account of the Client.
"Fees": The charges payable by the Client to Talentir for the use of the Services, as displayed in the Client's Talentir Business dashboard. The Fees may comprise either or both of the Monthly Fee and the Variable Fee, each as defined in Section 5.1.
"Intellectual Property Rights": All patents, copyrights, moral rights, trademarks, trade names, service marks, trade secrets, and any other forms of intellectual or industrial property rights, and all applications, registrations, renewals, extensions, and reissues of the foregoing, in any jurisdiction.
"Merchant of Record Model": The payout model described in Section 2.5(b), under which Talentir, itself or through an Affiliate, acts as merchant of record for the Payout.
"Onramp Service": The service described in Section 3, by which Talentir converts fiat currency received from the Client into an equivalent Stablecoin and transfers it to a verified wallet of the Client.
"Payee": An individual or entity engaged by or otherwise owed payment by the Client, for whom services are intermediated and/or Payouts are to be made using the Services. Payees include, but are not limited to, creators, influencers, freelancers, affiliates, contractors, and other service providers or business partners of the Client.
"Payee Data": Information related to Payees provided by the Client to Talentir for the purpose of intermediating services and facilitating Payouts, including but not limited to name, contact details, and payment information.
"Payout": The transfer of funds initiated by Talentir, upon Client instruction (via Platform mechanisms), as a debit from the Client Wallet for onward remittance to the relevant Payee under the applicable payout model (Section 2.5), as remuneration for services intermediated through the Platform or in settlement of other amounts owed by the Client to the Payee. Where currency conversion is required, Talentir will apply prevailing market rates derived from on-chain data sources to secure the best pricing for the conversion. All foreign exchange costs and risks shall be borne by the Client unless otherwise agreed in writing.
"Platform": The Talentir Business software, interfaces, APIs, and systems provided by Talentir to deliver the Services, which interact with the Client Wallet based on the Client's authorizations.
"Services": The Talentir Business services for intermediating Payee engagements and facilitating associated Payouts, as described herein, where Talentir executes Payouts under the applicable payout model (Section 2.5) by debiting the Client Wallet based on the Client's instructions and Daily Allowance. This includes but is not limited to providing the Platform for Client Wallet interaction, Daily Allowance management, Payout execution under the Merchant of Record Model and the Direct Model, associated invoicing, and the Onramp Service.
"Stablecoin": A digital asset issued by a third party that is designed to maintain a stable value relative to a fiat currency (e.g., EURC relative to EUR). Talentir does not issue Stablecoins.
"Confidential Information": Any information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or some similar designation, or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes the terms of this Agreement.
Talentir grants Client a non-exclusive, non-transferable, revocable right to access and use the Platform and Services during the Term, solely for Client's internal business purposes of managing Payee engagements and effectuating Payouts to its Payees through Talentir as an intermediary, subject to the terms of this Agreement.
The Client is solely responsible for establishing, funding, and maintaining its Client Wallet. Talentir will provide specifications or instructions on how the Client can configure its Client Wallet, or provide the necessary information to the Platform, to enable Talentir to initiate authorized debits for Payouts and Fees in accordance with this Agreement. The Client is responsible for ensuring its Client Wallet has sufficient cleared funds.
The Client shall have the ability to set and adjust a Daily Allowance through the Platform. This Daily Allowance dictates the maximum aggregate amount Talentir is authorized to debit from the Client Wallet for Payouts on any given 24-hour period. Talentir will only initiate debits for Payouts up to the limit of the set Daily Allowance and only if sufficient cleared funds are reflected as available from the Client Wallet via the Platform's information.
a. Upon valid instruction from the Client (which may be automated through agreed integrations or manual instruction via the Platform), Talentir will execute the Payout under the applicable payout model (Section 2.5):
i. Under the Merchant of Record Model, Talentir, acting as merchant of record, will (1) debit the specified Payout amount from the Client Wallet to Talentir's designated settlement account and (2) once those funds are settled with Talentir, disburse the corresponding amount to the designated Payee via the Payee's chosen payout method.
ii. Under the Direct Model, Talentir will initiate the transfer of the specified Payout amount from the Client Wallet to the designated Payee via the Payee's chosen payout method, in the name and for the account of the Client, acting solely as a technical service provider.
b. Talentir will use commercially reasonable efforts to execute Payouts instantly upon valid instruction. Talentir commits to initiate Payout processing (i.e., initiating the debit from the Client Wallet and instruction to the relevant financial network) to the Payee's chosen payout method within seventy-two (72) hours after the Payee claims the Payout via the Platform by selecting a payout method and completing any required payout steps (the "Claim Time"), provided sufficient funds are available in the Client Wallet (as ascertainable by Talentir through the Platform) and the Daily Allowance is not exceeded. This commitment represents an obligation of diligent performance rather than a guarantee of result. Delays caused by underlying banking systems, the Client Wallet's operational characteristics, or third-party financial infrastructure utilized for the onward transfer are outside Talentir's direct control, but Talentir will endeavor to facilitate prompt resolution. In the event of system-related delays of more than three (3) days, Talentir must inform the Client immediately.
Payout Guarantee and Fee Waiver. If the disbursement to the Payee’s payout method is not completed within seventy-two (72) hours after the Claim Time, Talentir shall not charge any Fees associated with that Payout and will credit or refund any such Fees if already charged; provided that this waiver does not apply where the delay results from (i) insufficient funds in the Client Wallet, (ii) the Daily Allowance being exceeded or not increased in time, (iii) inaccurate or incomplete Payout instructions or failure by the Payee to complete payout steps, (iv) legally required holds or compliance reviews, (v) banking or payment network delays or failures outside Talentir’s reasonable control, or (vi) Force Majeure (Section 14.2).
c. Payees will be offered various payout options (e.g., bank transfer, digital wallets, other methods as introduced by Talentir) depending on their geographic location and the options made available by Talentir on the Platform. The availability of specific payout options is subject to change, provided that Talentir gives thirty (30) days' prior written notice to the Client of any material changes to payout options that would affect the Client's operations. The Client shall have the right to terminate this Agreement with thirty (30) days' notice if such changes materially and adversely affect its ability to serve its Payees. Talentir reserves the right to charge additional fees for payout methods other than bank transfer/IBAN, with such fees to be communicated to the Client in writing at least thirty (30) days prior to implementation. These additional fees shall be separate from and in addition to the standard Fees displayed in the Client's Talentir Business dashboard.
a. Model Selection. Payouts may be executed under either the Merchant of Record Model or the Direct Model. The applicable payout model is configured in the Client's Talentir Business dashboard or otherwise agreed between the Parties, and may be set for the Client's account as a whole, for individual Payees, or for individual Payouts. Unless otherwise configured or agreed, Payouts are executed under the Merchant of Record Model.
b. Merchant of Record Model. Under the Merchant of Record Model, Talentir acts as the merchant of record for the Payout transactions effectuated through the Services. This means Talentir is the entity contracting with the Client for the Payout amount to be delivered to the Payee (funded by authorized debits from the Client Wallet) and, in turn, contracts with the Payee for the disbursement. Talentir may perform the merchant of record role itself or through an Affiliate in accordance with Section 2.6.
c. Direct Model. Under the Direct Model, Talentir executes the Payout in the name and for the account of the Client, acting solely as a technical service provider and payment facilitator. The payment relationship for the Payout amount exists directly between the Client and the Payee; Talentir does not become a contracting party to that payment relationship and does not act as merchant of record for the Payout.
d. Invoicing. Talentir will issue an invoice to the Client, in accordance with the billing cycle agreed or specified by Talentir, for (i) any applicable Fees and (ii) under the Merchant of Record Model, the total Payouts made to Payees for which Talentir is the merchant of record.
e. Self-Billing Invoices. For each Payout under the Merchant of Record Model, Talentir will generate a self-billing invoice. This invoice will be from Talentir (acting on behalf of the Payee under a self-billing agreement, and as the payer of record to the Payee) to the Payee, for the services rendered or other consideration provided by the Payee to the Client that correspond to the Payout amount. Talentir will obtain and maintain, prior to issuing any such invoice, the necessary authorization and agreement from each Payee for Talentir to issue such self-billing invoices on their behalf as part of the intermediation service. For Payouts under the Direct Model, the Platform may generate payout documentation (including self-billing invoices) in the name and on behalf of the Client; the Client authorizes Talentir to generate such documents in the Client's name and remains responsible for maintaining any required self-billing arrangements with its Payees.
Talentir may perform any part of the Services through one or more Affiliates. In particular, the role of merchant of record under the Merchant of Record Model (Section 2.5(b)), the issuance of invoices to the Client, and the issuance of self-billing invoices to Payees may be performed by an Affiliate designated by Talentir. Where an Affiliate performs part of the Services:
a. references to Talentir in Sections 2.4, 2.5, and 5 include that Affiliate to the extent of the services it performs;
b. the entity acting as merchant of record is identified on the invoices and self-billing invoices;
c. Talentir remains fully responsible and liable to the Client for the performance of the Services by its Affiliates as if it had performed them itself; and
d. the Client's acceptance of this Agreement extends to the services performed by such Affiliates, and no separate agreement between the Client and the Affiliate is required.
Talentir provides a service that allows the Client to convert fiat currency (e.g., EUR) into an equivalent Stablecoin (e.g., EURC). The Onramp Service is provided by Talentir in its capacity as a Swiss financial intermediary subject to the Swiss Anti-Money Laundering Act (AMLA).
a. Compliance and KYB: The Client must successfully complete Talentir's Know Your Business (KYB) onboarding process before using the Onramp Service. This includes providing valid corporate documents, identifying beneficial owners, and passing Talentir's compliance checks.
b. Wallet Verification: In compliance with FINMA regulations (including the Travel Rule), the Client must cryptographically prove ownership and control of the receiving digital asset wallet address. Talentir will only send Stablecoins to verified wallets explicitly owned by the Client.
a. To initiate a conversion, the Client must transfer fiat currency to a bank account designated by Talentir. Depending on the setup, Talentir will provide the Client with either a dedicated Virtual IBAN, or a standard IBAN along with a specific, mandatory reference number.
b. Strict Transfer Rules: Funds must be wired exclusively from a bank account held in the exact name of the onboarded Client. Third-party deposits will be automatically rejected and returned at the Client's expense. The Client must include the exact reference number if utilizing a standard IBAN. Failure to do so may result in severe delays or rejection of the transfer.
a. 1:1 Conversion Rate: Talentir operates on a strict 1:1 conversion rate between a supported fiat currency and its direct Stablecoin equivalent (e.g., 1 EUR received = 1 EURC).
b. Zero Talentir Fees: Talentir does not charge any markup, spread, commission, or proprietary service fee for the Onramp Service.
c. Third-Party Bank Fees and Shortfalls: The Client understands that correspondent banks, intermediate payment processors, or the Client's own sending bank may deduct wire transfer fees or administrative costs from the principal fiat amount while it is in transit. Talentir will only convert the net fiat amount that physically arrives and settles in Talentir's bank account. For example, if the Client sends 10,000 EUR, but intermediate banking fees amount to 15 EUR, Talentir will receive 9,985 EUR and will subsequently mint/transfer 9,985 EURC to the Client.
d. Network/Gas Fees: The Client acknowledges that transferring Stablecoins on blockchain networks incurs network fees ("gas fees"). These network fees are beyond Talentir's control and may be deducted from the final Stablecoin amount.
a. Processing Time: Conversions are executed promptly after the fiat funds have fully settled in Talentir's bank account. Processing times depend heavily on standard banking hours, SEPA/SWIFT settlement periods, and compliance clearances.
b. Finality: Once the Stablecoins are broadcasted to the blockchain network and sent to the Client's verified wallet, the transaction is final, irreversible, and cannot be refunded.
c. Right of Refusal: Talentir reserves the right to refuse, suspend, or cancel any conversion at its sole discretion, especially if the transaction raises compliance, fraud, or security concerns. In such events, standard banking fees may apply when returning fiat funds to the Client.
a. Technology Risk: Blockchain networks and smart contracts are subject to technical flaws, hacks, exploits, and network congestion. Talentir is not liable for any losses arising from the underlying blockchain infrastructure or the Stablecoin issuer's protocol.
b. De-pegging Risk: Talentir does not issue the Stablecoins (e.g., EURC). The Client accepts the risk that third-party Stablecoins may lose their peg to the underlying fiat currency. Talentir is not liable for any loss in value of the Stablecoin itself.
c. Custody: Talentir does not offer custodial services. The Client is solely responsible for the self-custody of all digital assets received through the Services. Once the Stablecoins are transferred to the Client's wallet, the Client bears full and exclusive responsibility for the security of their private keys, the safeguarding of the assets, and any loss or theft resulting from compromised wallet credentials. Talentir shall have no liability whatsoever for any loss of digital assets after transfer to the Client's wallet.
The Client shall provide accurate, current, and complete information regarding itself and its Payees as required by Talentir to provide the Services, including for identity verification and compliance purposes, and to enable Talentir to execute Payouts under the applicable payout model (including acting as merchant of record where the Merchant of Record Model applies). Client is solely responsible for the accuracy and legality of all Payee Data and Payout instructions submitted to the Platform.
The Client is solely responsible for establishing, funding, maintaining, and operating its Client Wallet. Client shall ensure its Client Wallet is sufficiently funded with cleared funds at all times to cover all anticipated Payouts it instructs Talentir to make (by debiting the Client Wallet under the applicable payout model) and all applicable Fees. The Client is responsible for setting and managing appropriate Daily Allowances. Talentir shall not be liable for any failure or delay in making Payouts due to insufficient funds in the Client Wallet, issues with the Client Wallet's operation, or if a Payout instruction would exceed the set Daily Allowance. Client acknowledges that Talentir relies on the information available via the Platform regarding the Client Wallet's balance and status.
The Client shall comply with all applicable laws and regulations in connection with its use of the Services, its engagement of Payees, its business operations, its operation of the Client Wallet, and its obligations to Payees, including, but not limited to labor laws, tax laws, data protection laws, and consumer protection laws.
The Client is solely responsible for its contractual and other relationships with its Payees, including the terms of engagement, the nature of any services provided by Payees, the determination of amounts due to them, and resolving any disputes with Payees regarding such matters. Talentir acts as a service intermediary and effectuates the Payouts as described herein but is not a party to the underlying agreement between Client and Payee, other than, under the Merchant of Record Model, in its capacity as merchant of record for the Payout transaction itself.
The Client acknowledges that it has no liability for the accuracy, completeness, or legality of data entered by Payees into the Platform or for the content and accuracy of self-billing invoices issued by Talentir to Payees. Client is not responsible for any errors, omissions, or inaccuracies in Payee-provided information or in the self-billing invoices generated by Talentir on behalf of Payees.
The Client is responsible for maintaining the confidentiality of its Platform access credentials and for all activities that occur under its account, including setting and managing Daily Allowances and Payout instructions. The Client agrees to notify Talentir immediately of any unauthorized use of its account or any other breach of security.
The Client shall provide reasonable cooperation and information to Talentir as may be required for Talentir to perform the Services and comply with its own legal and regulatory obligations as a service intermediary, merchant of record (where applicable), and Swiss financial intermediary.
The Client is contractually obliged to notify Talentir without undue delay of any material changes affecting the information provided during onboarding or the Client's business, including but not limited to: (a) changes in ownership structure or beneficial ownership; (b) changes to authorized representatives or signatories; (c) changes to the Client's legal name; (d) changes to the registered address or principal place of business; (e) changes to the nature or scope of the Client's business activity; (f) significant changes in transaction volumes; and (g) changes in the source of funds. Failure to provide timely notification may result in suspension or termination of the Services in accordance with Talentir's regulatory and AML compliance obligations.
Client shall pay Talentir the Fees for the Services as displayed in the Client's Talentir Business dashboard. The applicable fee components, rates, amounts, thresholds, and calculation methodology are set out in the dashboard. The Fees may comprise any one or more of the following components, in any combination configured in the dashboard:
a. Monthly Fee. A recurring amount, stated as a per-month amount in the dashboard, payable for each calendar month irrespective of Payout volume (the "Monthly Fee").
b. Included Volume. Where an included volume is set out in the dashboard (the "Included Volume"), it applies per calendar month, irrespective of the Billing Interval. In each calendar month, the Monthly Fee covers the Payout volume processed for the Client up to the Included Volume; the Variable Fee applies only to the portion of that month's Payout volume exceeding the Included Volume. If no Included Volume is set out in the dashboard, the Variable Fee applies to the entire Payout volume.
c. Variable Fee. A fee calculated as a percentage of the Payout volume processed for the Client (the "Variable Fee"). Where an Included Volume applies, the Variable Fee is payable on all Payout volume processed in a calendar month once the Included Volume has been used up in that month; where no Included Volume applies, it is payable on the entire Payout volume.
d. Billing Interval. The Monthly Fee is collected per the billing interval set out in the Client's Talentir Business dashboard, which is either monthly or annual (the "Billing Interval"). The Billing Interval only governs the collection cadence, not the amount: where the dashboard specifies an annual Billing Interval, the Monthly Fees for the twelve months of each year are collected together once per year. The Billing Interval does not affect the Included Volume, which always applies per calendar month.
Fees associated with a Payout shall not be charged where waived under the Payout Guarantee in Section 2.4(b). The Onramp Service is provided without proprietary Talentir fees as set out in Section 3.4(b).
Talentir may, at its sole discretion, offer a reduced Variable Fee rate based on the Client's Payout volume exceeding certain thresholds. Any such reduction will be communicated to the Client in writing (email to suffice) and will apply from the billing period specified in the notice. This adjustment is a discretionary discount and shall not be construed as a formal amendment to this Agreement or a waiver of Talentir's right to charge the full Variable Fee rate in subsequent periods. Such adjustments do not require a formal amendment as per Section 14.5.
Notwithstanding the foregoing, no increase to any Fees, no introduction of new fees or minimums, and no change to the fee structure or calculation methodology shall be effective without the Client's prior written consent.
Talentir will collect the applicable Fees by initiating authorized debits from the Client Wallet, subject to the Daily Allowance where applicable or a separate authorization mechanism for Fees, with the timing of each component as configured in the Client's Talentir Business dashboard and as set out below. Talentir will give thirty (30) days' written notice before implementing any change to the fee collection timing or method.
a. Monthly Fee. Collected at the beginning of each Billing Interval to which it relates.
b. Variable Fee. Collected, as configured in the dashboard, either (i) at the time of each Payout, or (ii) in aggregate at the end of each calendar month (or other agreed billing period). Where an Included Volume applies and the Variable Fee is collected per Payout under (i), any Variable Fee collected on Payout volume within a calendar month's Included Volume shall be credited or refunded, so that the Client pays the Variable Fee only on the portion of each month's Payout volume exceeding the Included Volume in accordance with Section 5.1(c).
For each fee transaction, Talentir will issue an invoice to the Client. The Client explicitly authorizes these Fee debits from its Client Wallet. No increase to any Fees, introduction of new fees or minimums, or change to the fee structure, rates, amounts, or calculation methodology shall be effective without the Client's prior written consent (Section 5.2).
All Fees are due as specified in the Client's Talentir Business dashboard or as per the deduction method chosen by Talentir under Section 5.3. If Fees are invoiced separately (e.g., if a debit from the Client Wallet fails), they are due within the timeframe specified in the dashboard. Only undisputed amounts that remain unpaid after Talentir has sent a written payment reminder will accrue interest at the lower of (i) the statutory default interest rate pursuant to Art. 104 of the Swiss Code of Obligations (CO) and (ii) 1.5% per month, from the day following delivery of such reminder until paid in full. Amounts disputed in good faith shall not accrue interest while the dispute is pending.
All Fees are exclusive of any applicable taxes, duties, or levies, including Value Added Tax (VAT), sales tax, or withholding taxes, imposed by any taxing authority. The Client is responsible for paying all such taxes associated with its procurement and use of the Services, excluding only taxes based on Talentir's net income. If Talentir is required by law to collect and remit any such taxes, these will be added to the Client's invoice or debited from the Client Wallet.
Each Party is solely responsible for taxes imposed on its own income, property, payroll, and other taxes arising from its business operations. Neither Party shall be responsible for the other Party’s taxes, and no Party shall withhold or deduct taxes from payments under this Agreement except as required by law.
Where a trial period end date is set out in the Client's Talentir Business dashboard, no Monthly Fee shall be payable and no Included Volume applies during the period from the Effective Date (or, where the applicable commercial terms are accepted after the Effective Date, from the date of such acceptance) until that end date (the "Trial Period"). The Variable Fee remains payable on the entire Payout volume during the Trial Period. After the Trial Period ends, the Monthly Fee and the Included Volume (each as applicable) apply in full for each subsequent calendar month, with the Monthly Fee collected per the applicable Billing Interval (Section 5.1(d)); no Monthly Fee is charged for calendar months falling within the Trial Period, and where a Billing Interval overlaps the Trial Period, the collection under Section 5.3(a) covers only the calendar months after the Trial Period. If no trial period end date is set out in the dashboard, no Trial Period applies.
This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement. Any Trial Period and the associated fee arrangements are set forth in the Client's Talentir Business dashboard and in Section 5.6. The Client remains fully responsible for funding its Client Wallet sufficiently for all Payouts made to Payees during the Trial Period.
Where a contract duration is set out in the Client's Talentir Business dashboard, that duration (the "Minimum Term") runs from the end of the Trial Period or, where no Trial Period applies, from the date the applicable commercial terms are accepted. A Trial Period does not count towards the Minimum Term and does not shorten it. The end date of the Minimum Term is shown in the Client's Talentir Business dashboard.
Either Party may terminate this Agreement by providing the other Party with written notice of termination at least thirty (30) days prior to the intended termination date to allow for adequate transition of payout processes. Client may terminate immediately in the event of a material change to the Services or fee structure that is not consented to by the Client.
Either Party may terminate this Agreement with immediate effect by written notice if the other Party:
a. Commits a material breach of any term of this Agreement and (if such breach is curable) fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching Party;
b. Becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated bankrupt, or has a receiver, trustee, or liquidator appointed for a substantial part of its assets.
c. Experiences performance issues that materially impair the provision or receipt of the Services (including repeated failure to execute Payouts within the timeframes in Section 2.4(b) or sustained unavailability of the Platform), in which case the non-breaching Party may terminate this Agreement with immediate effect by written notice.
Talentir may suspend access to the Services or terminate this Agreement upon written notice to the Client, if:
a. The Client fails to maintain sufficient funds in its Client Wallet for an extended period (more than seven (7) consecutive days), preventing authorized Payouts or Fee collections, despite written notifications.
b. Suspension due to suspicion. Where Talentir has reasonable grounds to suspect fraudulent, illegal, or improper activity by the Client in connection with the Services or the Client Wallet, Talentir may suspend access to the Services only after providing the Client with a written explanation of the specific grounds for suspicion and a five (5) day grace period to remedy or rebut. Suspension shall not take effect until this grace period expires without adequate remedy. Termination based solely on suspicion is not permitted unless required by law or a regulatory authority.
c. Required by law or a regulatory authority.
a. Upon termination or expiration of this Agreement for any reason:
i. Client's right to access and use the Services, and Talentir's authorization to debit the Client Wallet, shall immediately cease (except for collection of final outstanding Fees).
ii. Client shall immediately pay to Talentir all outstanding unpaid Fees accrued up to the date of termination. Talentir may, as a final authorized action, attempt to debit such Fees from any remaining balance reflected from the Client Wallet if authorized.
iii. Talentir will cease initiating any further Payouts. All funds remain in the Client's self-custodial Client Wallet.
iv. Each Party shall, upon request of the other Party, return or securely destroy all Confidential Information of the other Party in its possession or control, subject to any legal or regulatory retention obligations.
b. Termination or expiration of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiration.
Client may terminate this Agreement with thirty (30) days' written notice in the event that Talentir undergoes a change of control (defined as a transfer of more than fifty percent (50%) of the voting rights or economic interests) to a direct competitor of the Client or an entity that would create a material conflict of interest for the Client.
Each Party shall have the right to set off any undisputed amounts owed to it by the other Party against any amounts it owes to such other Party under this Agreement, in accordance with Art. 120 et seq. of the Swiss Code of Obligations (CO).
Talentir and its licensors retain all right, title, and interest in and to the Platform, the Services, and all related software, documentation, designs, know-how, improvements, and derivative works, including all Intellectual Property Rights therein. No rights are granted to the Client hereunder other than the limited right to access and use the Services as expressly set forth herein.
Client retains all right, title, and interest in and to its data, including Payee Data, and its Client Wallet. Client grants Talentir a non-exclusive, worldwide, royalty-free license during the Term to use, copy, transmit, store, display, and process Client Data solely to the extent necessary to provide the Services (including executing Payouts under the applicable payout model by initiating authorized debits from the Client Wallet), comply with its legal obligations, and exercise its rights under this Agreement.
If Client provides Talentir with any feedback, suggestions, or ideas regarding the Services ("Feedback"), Client hereby grants Talentir a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, modify, reproduce, distribute, display, and incorporate such Feedback into its products and services without any obligation, attribution, or compensation to Client.
Each Party (the "Receiving Party") agrees to keep confidential all Confidential Information of the other Party (the "Disclosing Party"). The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and shall not disclose such Confidential Information to any third party, except to its employees, contractors, and legal or financial advisors who have a legitimate need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than reasonable care.
The obligations of confidentiality shall not apply to information that:
a. is or becomes publicly known through no wrongful act of the Receiving Party;
b. was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party without an obligation of confidentiality;
c. is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
d. is lawfully disclosed to the Receiving Party by a third party free of any confidentiality restrictions.
A disclosure of Confidential Information that is required by law, regulation, or by a governmental or court order shall not be a breach of this Agreement, provided that the Receiving Party, to the extent legally permissible, gives the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy.
Each Party shall comply with its respective obligations under applicable data protection laws, including the Swiss Federal Act on Data Protection ("FADP") and, where applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), with respect to the processing of personal data under this Agreement. Details regarding data collection, usage, and retention (especially for AML purposes) are outlined in Talentir's separate Privacy Policy.
a. Client acts as a data controller with respect to Payee Data it provides to Talentir or instructs Talentir to collect for the purpose of providing the Services. The Client also acts as a data controller for any personal data related to its Client Wallet.
b. Talentir acts as a data processor on behalf of the Client when processing such Payee Data solely for the purpose of providing the Services (i.e., intermediating Payee engagements and facilitating Payouts by initiating authorized debits from the Client Wallet) as instructed by the Client.
c. Talentir also acts as a data controller for its own purposes, such as for its own KYC/AML compliance (as required for a merchant of record, where applicable, and a Swiss financial intermediary), managing its contractual relationship with the Client (e.g., invoicing), and improving its services (where legally permissible and appropriately anonymized/aggregated if necessary).
To the extent Talentir acts as a data processor for the Client, Talentir will:
a. Process personal data only on documented instructions from the Client (including as set out in this Agreement), unless required to do so by Swiss law or other applicable law to which Talentir is subject; in such a case, Talentir shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
b. Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
c. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing, in accordance with Article 32 of the GDPR.
d. Taking into account the nature of the processing, assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Client's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR.
e. Assist the Client in ensuring compliance with its obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Talentir.
f. At the choice of the Client, delete or return all the personal data to the Client after the end of the provision of Services relating to processing, and delete existing copies unless Swiss law or other applicable law requires storage of the personal data.
g. Make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28(3)(h) of the GDPR and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client (subject to reasonable notice and confidentiality undertakings).
h. Notify the Client without undue delay after becoming aware of a personal data breach affecting Payee Data processed on behalf of the Client.
Client warrants that it has all necessary rights, consents, and legal bases to provide Payee Data to Talentir for processing in accordance with this Agreement and applicable data protection laws. Client is responsible for providing necessary privacy notices to Payees regarding the processing of their personal data by Client and Talentir in its various roles.
Talentir may engage third-party subprocessors to assist in providing the Services. Talentir shall impose on any sub-processor the same data protection obligations as set out in this Agreement and shall remain fully liable for the performance of such sub-processor's obligations. Talentir shall maintain a list of sub-processors and provide prior written notice to the Client of any addition or replacement of sub-processors. No sub-processor located outside the European Free Trade Association (EFTA) may be engaged without the Client's prior written consent.
Each Party represents and warrants that it is not subject to any EU, Swiss, or international sanctions or export controls that would prevent it from performing its obligations under this Agreement.
Each Party represents and warrants that:
a. It has the full legal power and authority to enter into this Agreement and perform its obligations hereunder; and
b. The execution and performance of this Agreement will not violate any existing agreement or obligation to which it is a party.
Talentir warrants that the Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards for service intermediation, payout facilitation, and merchant of record activities utilizing client-controlled wallets. Talentir warrants that it will use commercially reasonable efforts to ensure the Platform is accessible and operational, subject to planned maintenance and unforeseen outages. Talentir does not warrant that the Services or Platform will be entirely error-free or uninterrupted at all times.
Client represents and warrants that:
a. All information provided to Talentir, including Payee Data and Payout instructions, is accurate, complete, and lawfully obtained, and the Client has all necessary rights and consents to provide such information and authorize Talentir to execute such Payouts under the applicable payout model (including acting as intermediary and merchant of record where the Merchant of Record Model applies) by initiating debits from the Client Wallet;
b. Its use of the Services and operation of its Client Wallet will comply with all applicable laws, regulations, and third-party rights;
c. It will reasonably cooperate with Talentir, upon request, in connection with Talentir obtaining Payee authorizations for self-billing as described in Section 2.5(e);
d. Its Client Wallet is and will be maintained in good standing and capable of supporting the transactions contemplated by this Agreement;
e. It is validly incorporated and in good standing under the laws of its jurisdiction;
f. All funds used in connection with the Services, including funds converted through the Onramp Service, are of legal origin and do not derive from any illicit or criminal activity;
g. It uses the Services solely for its own account and not on behalf of unregistered third parties;
h. It bears the sole responsibility for determining, collecting, reporting, and submitting any taxes applicable to its use of the Services; and
i. It acknowledges and accepts that it is solely responsible for the self-custody of all digital assets received through the Services, including the secure management of private keys and wallet credentials.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TALENTIR IS NOT RESPONSIBLE FOR THE OPERATION, SECURITY, OR AVAILABILITY OF THE CLIENT WALLET ITSELF. TALENTIR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR FROM ISSUES INHERENT IN THE CLIENT WALLET OR ITS UNDERLYING FINANCIAL NETWORK, AND CLIENT ACKNOWLEDGES THAT THE SERVICES AND PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES AND EXTERNAL WALLETS. TALENTIR DOES NOT GUARANTEE THE RESULTS OR OUTCOME OF USING THE SERVICES, BEYOND THE FACILITATION OF PAYOUTS UNDER THE APPLICABLE PAYOUT MODEL ACCORDING TO VALID INSTRUCTIONS AND AUTHORIZED DEBITS FROM THE CLIENT WALLET.
Talentir will defend Client, its officers, directors, and employees against any third-party claim, demand, suit, or proceeding ("Claim") made or brought against Client alleging that Client's authorized use of the Services (as a service intermediation platform interacting with an Client-controlled wallet) as permitted hereunder infringes or misappropriates a third party's Intellectual Property Rights effective in Switzerland, and will indemnify Client for any damages, attorney fees, and costs finally awarded against Client as a result of, or for amounts paid by Client under a court-approved settlement of, such a Claim; provided that Client:
a. Promptly gives Talentir written notice of the Claim;
b. Gives Talentir sole control of the defense and settlement of the Claim (except that Talentir may not settle any Claim unless it unconditionally releases Client of all liability); and
c. Provides Talentir with all reasonable assistance, at Talentir's expense.
Talentir shall have no liability under this section for Claims arising from:
i. use of the Services in combination with other software, data, or services not provided by Talentir, if the infringement would not have occurred but for such combination;
ii. any modification of the Services not made by Talentir;
iii. Client's use of the Services in breach of this Agreement; or
iv. any issue arising from the Client Wallet itself.
The Client will defend Talentir, its officers, directors, and employees against any Claim made or brought against Talentir by a third party (including Payees or regulatory authorities) arising out of or relating to:
a. The Client's breach of any of its obligations, representations, or warranties under this Agreement;
b. The Client's or its Payees' violation of applicable laws or regulations;
c. Any dispute between the Client and its Payees regarding Payout amounts, underlying services, or contractual terms (excluding disputes solely and directly attributable to Talentir's proven failure to correctly execute a validly instructed Payout according to this Agreement);
d. The accuracy, legality, or infringement of third-party rights by Payee Data or other information provided by the Client;
e. The Client's failure to provide reasonably requested cooperation or accurate Payee contact information necessary for Talentir to obtain Payee self-billing authorizations as per Section 2.5(e); or
f. Any issues, claims, or liabilities arising from the establishment, funding, operation, security, or maintenance of the Client Wallet, or any unauthorized access to or use of the Client Wallet not directly and solely caused by a security breach of Talentir's Platform.
The Client will indemnify Talentir for any damages, attorney fees, and costs finally awarded against Talentir as a result of, or for amounts paid by Talentir under a court-approved settlement of, such a Claim, except to the extent such Claims arise from Talentir's gross negligence, willful misconduct, or material breach of this Agreement; provided that Talentir:
a. promptly gives the Client written notice of the Claim;
b. gives Client sole control of the defense and settlement of the Claim (except that Client may not settle any Claim unless it unconditionally releases Talentir of all liability); and
c. provides Client with all reasonable assistance, at Client's expense.
Notwithstanding the foregoing, each Party's total aggregate liability under this indemnification section shall not exceed the total Fees paid or payable by Client to Talentir under this Agreement during the twelve (12) months immediately preceding the date the first event giving rise to the indemnification claim occurred, except in cases of gross negligence or willful misconduct.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR CLIENT'S PAYMENT OBLIGATIONS HEREUNDER, LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE (GROBE FAHRLÄSSIGKEIT), WILLFUL MISCONDUCT (VORSATZ), OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 8) OR DATA PROTECTION OBLIGATIONS (SECTION 9) WHERE SUCH BREACH RESULTS IN FINES OR DIRECT DAMAGES IMPOSED BY A SUPERVISORY AUTHORITY OR AWARDED TO DATA SUBJECTS, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF EUR 50,000 (FIFTY THOUSAND EUROS) OR THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO TALENTIR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE FIRST EVENT GIVING RISE TO THE CLAIM OCCURRED (DEFINED AS THE DATE OF THE BREACH, THE DATE OF DAMAGE, OR THE DATE OF DISCOVERY OF THE CLAIM, WHICHEVER IS EARLIEST). FOR THE AVOIDANCE OF DOUBT, THE FOREGOING CAP SHALL NOT APPLY TO DIRECT DAMAGES ARISING FROM "PAYOUT ERRORS" (MEANING ERRONEOUS, UNAUTHORIZED, DUPLICATE, OR MISDIRECTED PAYOUTS, OR FAILURE BY TALENTIR TO REMIT FUNDS TO THE CORRECT CREATOR AFTER A SUCCESSFUL DEBIT OF THE CLIENT WALLET PURSUANT TO VALID INSTRUCTIONS), WHICH SHALL BE UNCAPPED.
Nothing in this Agreement shall limit or exclude either Party's liability for:
a. Death or personal injury caused by its negligence;
b. Fraud or fraudulent misrepresentation; or
c. Any other liability that cannot be limited or excluded by applicable mandatory law, including Art. 100 para. 1 of the Swiss Code of Obligations, under which liability for unlawful intent or gross negligence cannot be excluded in advance, and the Swiss Product Liability Act (Produktehaftpflichtgesetz).
Without limiting Section 3.6, Talentir shall not be liable for: (a) losses arising from the underlying blockchain infrastructure or a Stablecoin issuer's protocol, including technical flaws, hacks, exploits, and network congestion; (b) any loss in value of a Stablecoin, including the loss of its peg to the underlying fiat currency; or (c) any loss of digital assets after their transfer to the Client's verified wallet, including losses resulting from compromised private keys or wallet credentials.
This Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the substantive laws of Switzerland, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Switzerland. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through the following escalated process:
a. First, through negotiations between senior executives of the Parties who have the authority to settle the dispute within thirty (30) days of a written 'invitation to negotiate';
b. If negotiation fails, through mediation in accordance with the Swiss Rules of Mediation of the Swiss Arbitration Centre, with the seat of the mediation in Zurich, within sixty (60) days of the failed negotiation;
c. If mediation fails, such dispute shall be submitted to the exclusive jurisdiction of the competent courts of the City of Zurich, Switzerland (specifically the Commercial Court of the Canton of Zurich, Handelsgericht des Kantons Zürich, if its subject-matter jurisdiction is established), subject to an appeal to the Swiss Federal Supreme Court.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this section). Notices shall be deemed to have been duly given:
a. When received, if personally delivered or sent by courier with delivery confirmation;
b. When receipt is electronically confirmed, if transmitted by email (with a copy sent by mail if requested or for material notices like termination); or
c. On the fifth business day after posting, if sent by certified or registered mail, return receipt requested, postage prepaid.
Email for Talentir: office@talentir.com Email for Client: the email address associated with the Client's Talentir Business account
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"):
a. Acts of God;
b. Flood, fire, earthquake, epidemic, pandemic, or explosion;
c. War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
d. Government order, law, or actions;
e. Embargoes or blockades in effect on or after the date of this Agreement;
f. National or regional emergency;
g. Strikes, labor stoppages or slowdowns, or other industrial disturbances (affecting third parties, not the Impacted Party's own workforce);
h. Shortage of adequate power or transportation facilities; and
i. Other similar events beyond the reasonable control of the Impacted Party.
The Impacted Party shall give notice within a reasonable time of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue.
Neither Party may assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, Talentir may assign this Agreement in its entirety (including all rights and obligations), without consent of the Client, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business. Any purported assignment or delegation in violation of this Section shall be null and void.
This Agreement, including the commercial terms displayed in the Client's Talentir Business dashboard and any attachments or addenda explicitly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to such subject matter, including, for the avoidance of doubt, any separate Business Onramp Terms & Conditions previously in effect between the Client and Talentir, which are consolidated into and superseded by this Agreement.
No amendment to or modification of this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of each Party; writing includes electronic communication with advanced or qualified electronic signatures pursuant to the Swiss Federal Act on Electronic Signatures (ZertES) or the eIDAS Regulation. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
This Agreement is accepted electronically when the Client indicates its acceptance through the Platform (for example, by checking the acceptance box and creating or activating a Talentir Business account). Such electronic acceptance is made in accordance with the Swiss Federal Act on Electronic Signatures (ZertES) and, where applicable, the eIDAS Regulation, and has the same legal effect as a handwritten signature. No separately executed or handwritten signature is required for this Agreement to be binding.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, such term or provision shall be replaced by a valid, legal, and enforceable provision that comes as close as possible to the economic intent of the invalid provision. If such replacement is not possible, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
Except as expressly provided herein (e.g., indemnified parties under Section 11 and Affiliates performing Services under Section 2.6), this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation." Unless the context otherwise requires, references herein to Sections and Schedules are to Sections of, and Schedules to, this Agreement.
Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Section 1 (Definitions), Section 3.5 (Execution and Settlement, finality), Section 3.6 (Digital Asset Risks and Self-Custody), Section 5 (Fees and Payment, for amounts accrued), Section 6.5 (Effect of Termination), Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 9 (Data Protection, for retained data), Section 10.4 (Disclaimer), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Governing Law and Dispute Resolution), and Section 14 (General Provisions).