General

Welcome to Signally.app, the website (mobile application) of SIGNALLY APP SRL As part of our service, Signally agrees to provide you with information and other services subject to the terms and conditions contained here.

These Terms are an agreement between you, as natural or legal person using our website and SIGNALLY APP SRL, based on 3 Natiunile Unite Blvd, block 109, staircase 2, 1st floor, apt. 28, room 2, District 5, Bucharest, tax identification code (CUI) 45342380, registration number at the Trade Registry J40/21709/2021.

Upon notice published through the service, Signally may amend or modify these Terms of Service at any time. Use of this Website/Mobile application/Desktop application signifies your agreement to the Terms of Service (also referred to as “Terms & Conditions”).

1. Interpretation: In the Terms and Conditions:

• we refer to our website and mobile application as "Signally", including when accessed via the URL www.signally.app; • references to "we", "our", "us" are references to SIGNALLY APP SRL, the operator of Signally;

• "Content" means any material uploaded to Signally by any User (whether a Trader or a regular user), including any photos, videos, audio (for example music and other sounds), data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;

• "Trader" means a User who has set up their Signally account as a Trader account to post Content on Signally to be viewed by other Users;

• "Regular user" means a User who follows a Trader and is able to view the Trader’s Content;

• "Regular user/Trader Transaction" means any transaction between a Regular user and a Trader on Signally by which access is granted to the Trader's Content including in any of the following ways: (i) a Subscription, (ii) payments made by a Regular User to view a Trader's Content;

• "User Payment" or simply "Payment" means any and all payments under the form of a Digital Asset made via a Digital Asset Transfer by transferring Digital Assets from one Digital Asset Wallet to another issued by a Regular User to a Trader (i) in connection with a Regular user/Trader Transaction, or (ii) by way of a tip for a Trader;

• "Digital Asset" means the cryptographic tokens, digital currencies, cryptocurrencies, virtual currencies or CSCs, or digital assets of any types not falling within the classification of a financial instrument in terms of the Virtual Financial Assets Act (Chapter 590 of the Laws of Malta) and that have been approved by Signally for storage in the Digital Asset Wallet, a list of which is available for reference on the Signally App and Site;

• "Digital Currency" means a Digital Asset under the form of a cryptographic token also known as a cryptocurrency.

• "Digital Asset Wallet" is a functionality hosted by Signally that allows users to store Digital Assets with Signally App.

• "Digital Asset transfer" is a service under which users may transfer any Digital Asset to another recipient, which may be the Digital Asset Wallet of another user of the Signally App;

• "Fees" means all fees imposed by us for the use of the Signally App Services and/or Digital Asset Wallet;

• "Referring User" means a User who participates in the Signally Referral Program;

• "Subscription" means a Regular User’s subscription to a Trader’s account (whether paid or unpaid, and whether for one month or as part of a bundle comprising a subscription for more than one month);

• "Terms and Conditions" (also called "your agreement with us") means the legally binding agreement between you and us which consists of: (i) these Terms and Conditions and (ii) Privacy Policy;

• "User" means any user of Signally, whether a Trader or a Regular User or both (also referred to as "you" or "your").

• "Stablecoin" means any cryptocurrency designed to have a relatively stable price, typically through being pegged to a commodity or currency or having its supply regulated by an algorithm.

• "USDC" also known as USD Coin is a digital currency that is fully backed by U.S. dollar assets. USDC is a tokenized U.S. dollar, with the value of one USDC coin pegged 1:1 to the value of one U.S. dollar. The value of USDC is designed to remain stable, making USDC a stablecoin.

2.Terms and Conditions adaptations

We may change any part of the Terms and Conditions without telling you beforehand in the following circumstances:

A. to reflect changes in laws and regulatory requirements which apply to Signally and the services, features and programs of Signally where such changes require Signally to change its terms and conditions in a manner which does not allow us to give reasonable notice to you

B. to address an unforeseen and imminent danger related to defending Signally, Regular Users or Traders from fraud, malware, spam, data breaches or other cybersecurity risks.

We may also make other changes to any part of the Terms and Conditions, and we will give you reasonable notice of such changes by email or through Signally, and you may contact us to end your agreement with us before the changes take effect. Once any updated Terms and Conditions are in effect, you will be bound by them if you continue to use Signally.

3.Temporary inactivity, suspension, withdrawal

We may make changes to or suspend or withdraw Signally: We may update and change Signally from time to time for any reason, including to reflect changes to our services, Users' needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that Signally, or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of Signally for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.

4.Registering with Signally:

To use Signally you must first register and create a User account on Signally. You must provide a valid email address, a username, and a password. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the Signally Website/Mobile application/Desktop application for the composition of passwords. To register as a User:

A. if the laws of the country or State/province where you live provide that you can only be legally bound by a contract with us at an age which is higher than 18 years old or any other specified age, then you must be old enough to be legally bound by a contract with us under the laws of the country or State/province where you live; and

B. you must be permitted by the laws of the country or State/province where you are located to join Signally and to view any Content available on it and to use any functionality provided by it.

C. you must provide such other information or verification records as we require.

If you do not meet the above requirements, you must not access or use Signally.

5.Your commitments to us:

When you register with and use Signally, you make the following commitments to us:

A. If you previously had an account with Signally, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.

B. You will make sure that all information which you submit to us is truthful, accurate and complete.

C. You will update promptly any of your information you have submitted to us as and when it changes.

D. You consent to receiving communications from us electronically, including by emails and messages posted to your Signally account, and to the processing of your personal data as more fully detailed in our Privacy Policy.

E. You will keep your account/login details confidential and secure, including your user details, passwords and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact support promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session, and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.

F. You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.

G. You will comply in full with these Terms and Conditions.

6.Rights

This site is owned and operated by Signally and contains material which is derived in whole or in part from Signally and other sources and is protected by international copyright, trademark and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from this site including code and software. You may download material from this site for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

In addition users using Signally will comply to the following:

A. We can but we are not obligated to moderate or review any of your Content to verify compliance with the Terms and Conditions and/or any applicable law.

B. It is our policy to suspend access to any Content you post on Signally which we become aware may not comply with the Terms and and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such Content. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at support@signally.app. Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.

C. If we suspend access to or delete any of your Content, we will notify you via email or electronic message to your Signally account, but we are not obligated to give you prior notice of such removal or suspension.

D. We reserve the right in our sole discretion to terminate your agreement with us and your access to Signally for any reason by giving you 30 days’ notice by email or electronic message to your Signally account. We can also suspend access to your User account or terminate your agreement with us and your access to Signally immediately and without prior notice:

1. if we think that you have or may have seriously or repeatedly breached any part of the Terms and Conditions or if you attempt or threaten to breach any part of the Terms and Conditions in a way which has or could have serious consequences for us or another User.

2. if you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of Signally.

A. If we suspend access to your User account or terminate your agreement with us and your access to Signally we will let you know. During any period when access to your User account is suspended, any Regular User Payments which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold all or any part of the Trader Earnings due to you but not yet.

A. Upon termination of your account, we may deal with your Content in any appropriate manner (including by deleting it) and you will no longer be entitled to access your Content. There is no technical facility on Signally for you to be able to access your Content following termination of your account.

G. We can investigate any suspected or alleged misuse, abuse, or unlawful use of Signally and cooperate with law enforcement agencies in such investigation.

H. We can disclose any information or records in our possession or control about your use of Signally to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process.

I. We can change the third-party payment providers used to process payments on Signally and if we do so, we will notify you and store applicable details on your Signally account.

J. Other than Content (which is owned by or licensed to Traders), all rights in and to Signally and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws.

K. We are the sole and exclusive owners of any and all anonymised data relating to your use of Signally and such anonymised data can be used by us for any purpose, including for commercial, development and research purposes.

7.What we are not responsible for:

We will use reasonable care and skill in providing Signally to you, but there are certain things which we are not responsible for, as follows:

A. We do not authorize or approve Content on Signally, and views expressed by Traders or Regular Users on Signally do not necessarily represent our views.

B. We do not grant you any rights in relation to Content. Any such rights may only be granted to you by Traders.

C. All Content is created, selected, and provided by Users and not by us. We are not responsible for reviewing or moderating Content, and we do not select or modify the Content that is stored or transmitted via Signally. We are under no obligation to monitor Content or to detect breaches of the Terms and Conditions.

D. You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of Signally and that if you choose to do so, you do so entirely at your own risk.

E. We make no promises or guarantees of any kind that Traders or Referring Users will make a particular sum of money (or any money) from their use of Signally (including the Signally Referral Program).

F. The materials which we make accessible on Signally for Users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Users will achieve any particular result or outcome from using such materials.

G. We do not promise that Signally is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access Signally. You should use your own virus protection software.

H. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of Signally.

I. While we try to make sure that Signally is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Traders.

J. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds.

K. You acknowledge that once your Content is posted on Signally, we cannot control and will not be responsible to you for the use which other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms and Conditions or by third parties prior to the deletion of your account.

8.License

By using Signally you acknowledge and are in acceptance with the following statements:

A. You confirm that you own all intellectual property rights (examples of which are copyright and trademarks) in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and to other Users.

B. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of Signally. Such acts include to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content.

C. The license which you grant to us under sub-section 8(b) above is perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable and transferable by us. This means that the license will continue even after your agreement with us ends and you stop using Signally, that we do not have to pay you for the license, and that we can grant a sub-license of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of Signally, as well as to use your Content for other normal operations of Signally. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms and Conditions in the event of a sale of our company or its assets to a third party.

D. Whilst we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf.

E. You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on Signally. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 8(b) above) to add watermarks, stickers or text to your Content.

9.Responsibility and limitation of Liability:

Under no circumstances, including, but not limited to negligence, shall Signally, its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use Signally materials. You specifically acknowledge and agree that Signally is not liable for any defamatory, offensive or illegal conduct of any user. Subject to applicable laws, if you are dissatisfied with any material, or with, any of Signally terms and conditions, your sole and exclusive remedy is to discontinue using the Signally website and/or mobile application. In addition, Signally may allow you to purchase different types of products and services online under the form of content, information or entertainment that are provided by third parties; where Signally is not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. Subject to applicable laws, your use of this website and/or mobile application also signifies your release of Signally APP SRL and its subsidiary and parent companies or affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of these products or services.

We and our subsidiary companies, employees, owners, representatives, and agents will not be liable to you for any loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or loss of anticipated savings suffered by you arising from or in connection with your use of Signally.

In addition to the above mentioned we won’t be liable to you for any:

A. loss of profits; B. loss of sales, business, or revenue; C. business interruption; D. loss of anticipated savings; E. loss of business opportunity, goodwill or reputation; F. loss of data or information, including any Content; or G. indirect or consequential loss or damage; H. any loss or damage caused by a distributed denial-of-service attack, virus, malware, ransomware, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of Signally or any of its services, features or programs, or due to your downloading of any material posted on it, or on any website linked to it; I. won't be liable to you if your Content is copied, distributed, reposted elsewhere or its copyright is infringed by another User or any third party; J. We won’t be won't be liable to you for any failure or delay by us in complying with any part of the Terms and Conditions arising from events outside our reasonable control. If there is any failure or delay by us in complying with any part of the Terms and Conditions arising from an event outside our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.

10.Bulletin Boards, Forums, Discussion Groups and Chat Rooms

This service may include bulletin boards(“signals”), forums, discussion groups and/or chat rooms (“chat rooms”) which allow feedback and/or real-time interaction between users, Signally and/or third parties. Signally does not control the messages, information or files delivered to any of the bulletin boards, forums or chat rooms. It is a condition of your use of the bulletin boards, forums or chat rooms and this website/mobile application that you do not:

A. Restrict or inhibit any other user from using and enjoying any of the bulletin boards, forums or chat rooms.

B. Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.

C. Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.

D. Post or transmit any information, software or other material which contains a virus or other harmful component.

E. Post or transmit any information or content in violation of any laws.

F. Post, transmit or in any way exploit any information, software or other material for commercial purposes, or which contains advertising.

You understand that Signally has no obligation to monitor any of the bulletin boards, forums or chat rooms. However, Signally reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Signally sole discretion are objectionable or in violation of these terms and conditions.

11.Content

In addition to the terms set out elsewhere in the Terms and Conditions, the following terms apply to the Content posted, displayed, uploaded or published by you on Signally:

A. You warrant (which means that you make a legally enforceable promise to us) that for each item of Content which you post, display, upload or publish on Signally:

1. the Content complies in full with the Terms and Conditions. 2. you either own your Content (and all intellectual property rights in it) or have a valid license to your Content. 3. if your Content includes or uses any third-party material, you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on Signally.

B. You agree that you will be liable to us and indemnify us if any of the warranties at section 11(a) is untrue. This means you will be responsible for any loss or damage we suffer as a result of any warranty being untrue.

We are not responsible for and do not endorse any aspect of any Content posted by you or any other User of Signally. We do not have any obligation to monitor any Content and have no direct control over what your Content may comprise.

12.Subscriptions and purchases

This section describes the terms which apply to Regular User/Trader Transactions:

A. All Regular User/Trader Transactions are transaction agreements between Regular Users and Traders. Although we facilitate Regular User/Trader Transactions by providing the Signally platform and storing Content we are not a party to the above mentioned agreement between Regular User and Trader or any other agreement which may exist between a Regular User and Trader, and are not responsible for any Regular User/Trader Transactions.

B. Traders are solely responsible for the pricing applicable to Regular User/Trader Transactions and the Content to which you may be given access. All prices appear in USDC only.

C. User Payments could be subjected to VAT.

D. By using Signally you will be issued an auto generated Digital Asset Wallet which is able to store USDC. To be able to enter into a Regular User/Trader Transactions with a particular Trader, you must first add USDC tokens to your Digital Asset Wallet and then click the 'Subscribe' button on the relevant Trader’s profile.

E. You authorize us and our subsidiary companies to supply your Digital Asset Wallet details to a third-party payment provider for the purpose of processing your Regular User Payment. All Regular User Payments will be charged in USDC.

F. As facilitators of your Signally Digital Asset Transfers we will take(i) periodic payments from your Digital Asset Wallet for Regular User Payments which are Subscriptions; and (ii) immediate payments from your Digital Asset Wallet for Regular User Payments other than Subscriptions (including any tips paid by you to a Trader). You authorize and consent to each of these payments being debited using your supplied Digital Asset Wallet.

G. Apart from free-trial Subscriptions, all Subscriptions to a Trader’s profile will automatically renew at the end of the relevant subscription period, except if your Digital Assets Transfer is declined due to insufficient funds or the subscription price for the Subscription has increased.

H. If you cancel a Subscription you will continue to be permitted to view the relevant Trader’s Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from your Digital Asset Wallet in respect of subscriptions to that Trader’s profile (unless you choose to pay for a new Subscription to that Trader’s profile), and you will no longer be able to view the relevant Trader’s Content.

You agree that you will not make requests for a refund in respect of any Regular User/Trader Transactions or tip to a Trader in relation to any Regular User/Trader Digital Asset Transactions or tip to a Trader. If we consider that any request for a refund request was made by you in bad faith, we have the right to suspend or delete your User account. You agree that Signally does not offer refunds of any kind.

13. Fees and commissions

We charge a fee to Regular Users of five point nine per cent (5.9%) of all Regular User Payments made to Traders (exclusive of any VAT element of the Regular User Payment) called Our Fee. In addition to this another three point one per cent(3.1%) commission is charged by the Payment Processor The remaining ninety one per cent (91%) of the Regular User Payment (exclusive of any VAT element of the Regular User Payment) is payable to you (called "Trader Earnings"). Our Fee includes the costs of providing, maintaining and operating Signally and storing your Content. Our Fee is deducted from the Regular User Payment, and Trader Earnings are paid to you in the way described in the Payouts to Traders section below.

14.Payouts to Traders

A. All Regular User Payments will be received and stored in your Digital Asset Wallet under the form of USDC.

B. You will be able to withdraw your Digital Assets at any time, provided your Signally account has not been blocked or suspended, by transferring your Digital Assets to a Metamask Digital Asset Wallet or by transferring your Digital currency to Stripe where it can later be converted from USDC to fiat currency, or by Digital Asset Transfer to any Digital Asset Wallet that is able to store USDC.

C. Your Signally account will be updated within a reasonable time with your Trader Earnings. Your Trader Earnings will become available for withdrawal by you from your Signally account once such Trader Earnings appear in your Signally account.

D. Provided that you are a Trader, the amount that you see in your ‘current balance’ in your Signally account is your Trader Earnings at the relevant time. If you have a Regular User account, the amount that you see in your ‘current balance’ in your Signally account is your available USDC balance that you can spend on subscriptions, tips or any other Signally purchasable items or that you may transfer to an external Digital Asset Wallet. All Regular User Payments and Trader Earnings are transacted in USDC only. Your Digital Asset Wallet company may charge you a fee for accessing the Digital Assets transferred to that specific Digital Assets Wallet. We do not have control over fee rates or charges imposed by your Digital Asset Wallet company or any other external Digital Asset Wallets, and we and our subsidiary companies will not be responsible for paying any charges imposed by your Digital Asset Wallet company.

15. Circumstances in which we may withhold Trader Earnings

We may withhold all or any part of the Trader Earnings due to you but not yet paid out:

A. if we think that you have or may have seriously or repeatedly breached any part of the Terms and Conditions;

B. if you attempt or threaten to breach any part of the Terms and Conditions in a way which we think has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or

C. if we suspect that all or any part of the Trader Earnings result from unlawful or fraudulent activity, either by you or by the user who made the Regular User Payment resulting in the Trader Earnings, for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have seriously or repeatedly breached any part of the Terms and Conditions; (ii) you have attempted or threatened to breach any part of the Terms and Conditions in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) the Trader Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your Trader Earnings.

D. We may also withhold all or any part of the Trader Earnings due to you but not yet paid out if we receive notice that you have secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Trader Earnings. We undertake no duty to pay Trader Earnings to third-party lienholders and may withhold payment of Trader Earnings until the lien has been removed.

E. We shall not have any responsibility to you if we withhold or forfeit any of your Trader earnings.

F. If we are withholding all or any part of the Trader Earnings due to you and we determine that part of the Trader Earnings withheld by us is unrelated to breaches by you of the Terms and Conditions or suspected unlawful or fraudulent activity, then we may arrange for you to be paid the part of the Trader Earnings which we determine to be unrelated to breaches by you of the Terms and Conditions or suspected unlawful or fraudulent activity. However, you agree that if we consider that your breach(es) of the Terms and Conditions has or may cause us loss, we may withhold all Trader Earnings due to you but not yet paid and we may set off such amounts against any losses suffered by us.

G. If once we have finished our investigation we determine that Trader Earnings are forfeited, we will (unless prohibited by law) use our best efforts to ensure that any Regular User Payments which resulted in forfeited Trader Earnings are returned to the relevant users who paid such Regular User Payments.

16.Tax compliance and VAT

a. General:

A. We recommend that all Traders seek professional advice to ensure you are compliant with your local Tax and VAT rules, based on your individual circumstances.

B. By using Signally as a Trader, you warrant that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Signally to the relevant Tax authority in your jurisdiction, as required by law.

C. By using Signally as a Trader you warrant that you will at all times comply with all laws and regulations relating to Tax which apply to you. If, at any point whilst you have an Signally account, any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to Tax) or if any litigation, enquiry, or investigation is commenced against you that is in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree that you will:

1. notify us by email to support@signally.app in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, enquiry or investigation (as applicable); and 2. promptly provide us by email to support@signally.app with:

A. details of the steps which you are taking to address the occurrence of the Tax non-compliance and to prevent the same from happening again, together with any mitigating factors that you consider relevant; and B. such other information in relation to the occurrence of the Tax non-compliance as we may reasonably require.

D. For the avoidance of doubt, you are responsible for your own Tax affairs and we and our subsidiary companies (i) are not responsible for advising you on your Tax affairs and will not be liable in respect of any general information provided on Signally or by support@signally.app in respect of Tax, and (ii) will not be liable for any non-payment of Tax by Traders.

E. We reserve the right to close your Signally account if we are notified of or become aware of any Tax non-compliance by you.

17.Privacy

Subject to applicable laws and Signally’s Privacy Policy, unless the user informs us otherwise, Signally reserves the right to use and to disclose to third party vendors user information (e.g. username and e-mail address) for purposes such as providing users with information about products and services. Subject to applicable laws and Signally’s Privacy Policy, if the user does not wish to be included in such uses, the user must send an e-mail or a letter requesting to be taken off any lists of information that may be used for these purposes or given to third party vendors. Email request to support@signally.app.

18.Responsibility for Use

You understand and agree that you are solely responsible for your actions and decisions to communicate with other people who you meet online by virtue of the services provided on Signally.app or signally mobile application. You understand that Signally.app and Signally do not perform psychological testing or background checks on the individuals who may use the Signally services. You understand and agree that you must take all reasonable precautions before communicating with others through the service provided by Signally.app.

19.Disclaimer

Opinions, advice, statements or other comments distributed by Signally service users should not necessarily be relied upon and are not to be construed as professional advice from Signally.app or Signally. Signally.app or Signally do not guarantee the accuracy or completeness of any of the information provided and are not responsible for any loss resulting from your reliance on such information.

20.Amendments

This Terms and Conditions, along with all of Signally’s company policies (such as Privacy Policy, Payment Policy) constitutes the entire agreement between Signally and you with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. Signally may amend or modify this Terms of Service Agreement or impose new conditions at any time without prior notice. Such amendments and modifications shall be effective immediately upon notice thereof which may be given by means including, but not limited to, posting on Signally, or by other means of consent required by applicable laws. Any use of the service by you after such notice shall be deemed to constitute acceptance by you of such amendments, modifications or new conditions.

21.Waiver

The failure of Signally.app or Signally or any other Signally owned domains, websites or mobile applications to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Signally.app or Signally must be in writing and signed by an authorized representative of Signally.

22.Severability

If any provision of this Terms & Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.