CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS

5.1 You represent and warrant that:

• You are not a Prohibited Person;
• You have legal capacity in the jurisdiction where You are a resident and are able to agree and enter into these T&Cs voluntarily and meet all other eligibility and residency requirements, including:
• You have full power, authority and capacity to comply with these T&Cs; and
• You enter into these T&Cs based on Your own independent judgement and on advice from independent advisers (as applicable).
• You are fully able and legally competent to access and use the Platform as well as to enter into and comply with these T&Cs (including Clause 5.2 below);
• You will not violate any Applicable Law or any other agreement to which You are a party by entering into these T&Cs or to comply with these T&Cs, including all conditions, obligations, affirmations, representations and warranties set forth herein;
• You will not acquire and will not transfer any Tokens within or engage (except as specifically authorized by the Company) in any activity relating to the sale, distribution or any other use of Tokens in any Prohibited Jurisdiction or with any Prohibited Person;
• You will not transfer directly or indirectly any of Your Tokens to any Person unless the proposed transferee has made the same representations and warranties as set out herein;
• You have all necessary and relevant experience and knowledge to interact or transact with cryptocurrencies, cryptographic tokens, the Platform and Blockchain-based systems, have a full understanding of the relevant frameworks of the foregoing, and have obtained sufficient information about the Company, the Platform and Tokens to enter these T&Cs, and in particular
• You have carefully and thoroughly read these T&Cs and the Accompanying Documents;
• You are aware of all the merits, risks (including, without limitation, those set forth in Clause 6 below and in the Accompanying Documents) and any restrictions associated with cryptocurrencies, cryptographic tokens, Blockchain-based systems, and accept responsibility for evaluating or using the foregoing;
• if You are using Tokens on behalf of a corporation, Governmental Authority or other legal entity, You have the right, power and authority to enter into these T&Cs on behalf of such corporation, Governmental Authority or other legal entity and bind them to these T&Cs;
• You are not:
  1. identified on, or acting on behalf of any Person identified on, any list of Persons subject to trade or economic sanctions, including but not limited to the list of Specially Designated Nationals and Blocked Persons, or the Consolidated Sanctions List, maintained by the U.S. Treasury Department’s Office of Foreign Assets Control,
  2. established in, resident in, or otherwise operating from countries or territories subject to U.S. economic sanctions, including any Prohibited Jurisdiction, and
  3. otherwise subject to trade or economic sanctions;
• You will not access or use the Platform if any Applicable Laws prohibit You from doing so in accordance with these T&Cs;
• You are not using and will not use the Platform or Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;
• You have not entered or agreed to enter into these T&Cs in reliance of any warranty or representation except those specifically set forth in these T&Cs and You acknowledge and agree that the Company does not make and expressly disclaims all representations and warranties, express, implied or statutory;
• the Tokens You use will not be used to facilitate any criminal, unlawful or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws;
• You do not seek to use Tokens for any unlawful purpose, and in particular that:
• You use the Tokens only for the purposes expressly set out and permitted by these T&Cs,
• You use the Tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;
• Your participation in connection with any initiatives with the Token Sale, such as bonuses (if these are implemented at the Company’s sole and absolute discretion), is lawful; and all information given by You is true, complete, valid and not misleading in any respect.
• You will implement reasonable and appropriate measures designed to secure access to:
  1. any device associated with You and/or utilized in connection with Your use of Tokens,
  2. private keys (if applicable) to Your digital passport or account and
  3. email address, account and Your username, password and any other login or identifying credentials;
• You are entering into these T&Cs for Your own account and not as a trustee, nominee, representative or agent, and not with a view to, or for sale in connection with, the distribution thereof, and You have no present intention of selling, granting any participation in, or otherwise distributing the same; and
• You will promptly notify the Company if You discover or otherwise suspect any security breaches or defects related to Your account, the Platform or the Tokens.

5.2 You undertake and agree not to:

• violate or assist any party in violating any Applicable Law or any other law, statute, ordinance, regulation or any rule of any Governmental Authority;
• provide false, inaccurate, incomplete or misleading information to the Company;
• take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (A) the Company’s intellectual property rights; or (B) any third party’s intellectual property rights;
• distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;
• reverse engineer or disassemble any aspect of the Tokens or the Platform for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;
• take any action that imposes an unreasonable or disproportionately large burden or load on the Company’s infrastructure (including, but not limited to, servers, networks, data centres and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of the Company;
• transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
• attempt to gain unauthorized access to the Platform, other systems of the Company, computer systems or networks connected to the Platform, including through password mining or any other means; or
• transfer any rights granted to You under these T&Cs.

5.3 You further represent and warrant that with respect to Your use of Tokens, You are duly authorized to possess and transact using such Tokens.

5.4 You acknowledge and agree that the Company enters into these T&Cs with You in reliance on the representations and warranties set out in this Clause 5.

CLAUSE 6. RISKS OF TOKENS AND LIMITATIONS OF LIABILITIES

You understand and acknowledge that Tokens, Blockchain-based technologies and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by the Company and adverse changes in market forces or the technology, broadly construed, may prevent or compromise the Company’s performance under these T&Cs. As such, the use of Tokens carries with it a number of risks. Prior to using Tokens, You should carefully consider the risks listed herein and in the Accompanying Documents and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with using and holding of Tokens is unacceptable to You, You should not use Tokens. YOU ACKNOWLEDGE, AGREE AND ASSUME ALL RISKS ASSOCIATED WITH THESE T&Cs AND THE TOKENS INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN THE ACCOMPANYING DOCUMENTS.

You do hereby confirm that You have read and fully understood Schedule 2 (Risk Disclosures: Certain Risk Factors) to these T&Cs and accept the risks identified therein.There may be additional risks that cannot be anticipated or foreseen due to the incipience of cryptographic token technology, Blockchain-based technology and related technologies.

CLAUSE 7. DISCLAIMER OF WARRANTIES

THE PLATFORM AND ANY TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND EITHER, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND USE OF TOKENS.

NEITHER THE COMPANY NOR ITS STAKEHOLDERS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, INCLUDING THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE COMPANY’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING CRYPTOCURRENCY SERVICES, ASSETS, AND ANY INFORMATION, IMAGES OR AUDIO CONTAINED OR RELATED TO THE PLATFORM IS AT YOUR OWN RISK.

THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, SOFTWARE, SERVICES CONTAINED IN OR PROVIDED BY THE PLATFORM COMPLIES WITH ANY APPLICABLE LAWS OR ACCOUNTING RULES.

YOU UNDERSTAND AND EXPRESSLY AGREE THAT NEITHER THE COMPANY NOR ITS STAKEHOLDERS OR ADVISERS REPRESENTS, WARRANT OR GUARANTEES IN ANY WAY THAT TOKENS MIGHT BE SOLD OR TRANSFERRED, OR BE SALEABLE OR TRANSFERABLE, OR THERE IS AN ABILITY OR WILL BE A PROTOCOL TO EXCHANGE TOKENS FOR FIAT CURRENCIES, CRYPTOCURRENCIES OR CRYPTOGRAPHIC TOKENS, DURING OR AFTER THE TOKEN SALE. THE COMPANY FURTHER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REGULATORY OVERSIGHT OR THE USE OR SECURITY OF ANY SUCH EXCHANGE.

THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM CANNOT BE DUPLICATED (EITHER IN PART OR IN FULL) BY A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OWNER OF THE PLATFORM. THE COMPANY HEREBY EXPRESSLY WARNS YOU THAT YOU SHOULD NOT USE ANY TOKEN OR TOKENS SIMILAR TO TOKENS FROM ANY SOURCES (OTHER THAN VIA THE COMPANY).

IF APPLICABLE LAW DOES NOT PERMIT ALL OR ANY PART OF THE ABOVE EXCLUSION OF WARRANTIES OR DISCLAIMER OF IMPLIED TERMS IN CONTRACTS TO APPLY TO YOU, THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

IF ANY GUARANTEE, WARRANTY, TERM OR CONDITION IS IMPLIED OR IMPOSED IN RELATION TO THESE T&CS OR ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A “NON-EXCLUDABLE PROVISION”), AND THE COMPANY IS ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN THE LIABILITY OF THE COMPANY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED TO THE FOLLOWING AT THE COMPANY’S OPTION, IN THE CASE OF SERVICES, THE SUPPLYING OF THE SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

CLAUSE 8. LIMITATION OF LIABILITY

By using Tokens in any whatsoever, You acknowledge and agree that none of the Company nor any of its stakeholders nor any of their past, present or future Affiliates, directors, officers, employees, agents, advisers, successors or permitted assignees (collectively, each a “Relevant Party”) are required to (i) ensure any liquidity for the exchange of Tokens; or (ii) ensure You receive money or any other compensation for any Token that is not used or remains unused for any reason.

You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, none of the Relevant Parties shall be liable to You, regardless of the basis or theory upon which the liability is claimed, for any damage or loss, including loss of business, revenue, anticipated savings, profits, or loss of or damage to data, equipment, software, or goodwill, as well as personal injury, pain and suffering, and emotional distress (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), regardless of whether such loss was foreseeable, resulting from:

the use of, inability to use, or availability or unavailability of the Platform material, information, software, facilities, or content;

Your use of Tokens;

any change in the value of Tokens or any cryptocurrency or cryptographic utility;

the ability or inability to sell or transfer Tokens, or the existence or nonexistence of any platform to exchange Tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the Token Sale;

any illegal or unauthorized (A) use of the Platform, or (B) use of Tokens;

Your ability or inability to use the Platform, including, but not limited to, the occurrence or existence of any defect, interruption, deletion of files or emails, delays in the operation or transmission of information to or from the Platform, a Force Majeure Event, communications failure, or theft, destruction or unauthorized access to the Company’s records, programs, services, server, or other infrastructure relating to the Platform;

the use of any third-party platforms (including any platform You use to use or transfer Tokens) or other Internet-resources that copy the Platform or propose to offer Token-related services;

the release of any information You provided to the Company or any other Relevant Party;

the sale or exchange or attempted sale or exchange of Tokens for any fiat currency, cryptocurrency or cryptographic token;

the Platform failing to be suitable for the special or particular purpose You intend, or the failure of any images or audio contained or related to the platform or Platform;the Platform being infected with any malicious code or viruses;

any action stemming from, occurring due to, or otherwise related to a breach of Clause 5 above;

the actions or omissions of any third party that You use to use Tokens, or Your inability or ability to use such third party’s services; and the manifestation or materialization of any risk discussed in Clause 6 herein or the Accompanying Documents.

For the avoidance of doubt, this limitation of liability provision shall apply, with full force and effect, in perpetuity for the benefit of the Company and each other Relevant Party, and any other entity that is or becomes the owner of the Company or the Platform, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.

If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.

CLAUSE 9. INDEMNITY

You do hereby to the fullest extent permitted by Applicable Law indemnify, defend and hold the Company and each other Relevant Party harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by You, or breach or failure by You to comply with any covenant or agreement made by You in these T&Cs or in any other document furnished by You to any of the foregoing in connection with this transaction, or (ii) any action instituted by or on behalf of You against the Company or any other Relevant Party that is finally resolved by judgment against You or in favor of the Company or any other Relevant Party. The remedies provided in this Clause 9 shall be cumulative and shall not preclude the assertion by the Company or any other Relevant Party of any other rights or the seeking of any other remedies against You. This indemnification shall survive any disposition of Your Tokens.

CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS

Subject to Clause 10.2, You acknowledge as between You and the Company that the Company has valid, unrestricted and exclusive ownership of all rights, title and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property rights to and subsisting in the Platform, Tokens and the platform. As between You and the Company, the Company is the sole and absolute owner of all intellectual property rights currently in (and modifications to) the Platform, Tokens and the platform.

Except as expressly assigned in writing by the Company, all copyright and any other intellectual property of the Company, all content and other materials contained on the Platform or within the Tokens or provided in connection with the Platform or the Tokens, including, without limitation, the intellectual property rights for the Platform and the Tokens and all text, graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “Force of Good Materials”) are the exclusive property of the Company.

You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Force of Good Materials (the “Prohibited Actions”). Except as expressly set forth herein, these T&Cs do not contain any implied license and the Company expressly reserves all rights not granted to You herein, including all rights, title and interest in the Platform, the Tokens and any related content.

You will be in breach of these T&Cs if You perform or have performed on Your behalf any Prohibited Action, or if You print, copy, modify, download or otherwise use or provide any other Person with access to any Force of Good Materials without the express written consent of the Company. Upon such a breach, the Company may (without limiting its other rights and remedies), terminate Your account in its sole and absolute discretion and disable Your access to the Platform, in each case without notice to You. Upon the Company’s request, You shall immediately return or destroy any copies of the Force of Good Materials in Your possession.

CLAUSE 11. THIRD-PARTY CONTENT

The Platform may contain links to third-party platforms and services. Such links are provided for Your convenience. The Company shall not be considered to make any recommendation or endorsement of any third-party platform or its content, unless expressly stated by the Company. In addition, the Company does not suggest, imply or guarantee the safety, accuracy or reliability of any third-party platform or the conformity of such with Your expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another site, and makes no warranties, recommendation or endorsement for that site or any service provided thereby or thereon. The Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from Your (or any other Person’s) use of any content, goods or services available on or through any such third-party platforms and resources.

CLAUSE 12. APPLICABLE LAW

PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

To resolve any dispute, controversy or claim between the Parties arising out of or relating to these T&Cs, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party. Notice to the Company shall be sent through the various channels made available on the platform. Notice to You shall be by email or such other means as the Company may determine from time to time in its sole and absolute discretion. Your notice must include (a) Your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the dispute, and (c) the specific relief that You are seeking.

All rights and obligations hereunder shall be governed by the Laws of the British Virgin Islands, without regard to the conflicts of law provisions of such jurisdiction. The Parties submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and any courts competent to hear appeals from those courts.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, You and the Company waive Your and Company’s respective rights to a jury trial.

CLAUSE 13. MISCELLANEOUS

Third Party Rights. You hereby acknowledge and agree that each Relevant Party is an intended third-party beneficiary under these T&Cs (and the Company shall hold the benefit of such provisions on trust for each such Relevant Party). However, the parties to these T&Cs may rescind or vary these T&Cs (including, without limitation, any variation so as to extinguish or alter a third party’s entitlement to enforce any provisions of these T&Cs) without the consent of any such third party.

Security. You must at all times remain the only person who has control over Your private key, digital digital passport and any other device associated with the use of Tokens and any username, passwords or other login or identifying credentials used by You with respect to the Platform and the Tokens. You must implement reasonable and appropriate measures designed to secure access to any private key, digital digital passport or any other device associated with the use of Tokens or the use of the Platform. If You transfer any such private key, digital digital passport or any other device associated with the use of the Platform or Tokens to any third party, You do so at Your own risk and the Company shall not be held responsible for any loss You may suffer as a result of third parties accessing Your private key, digital digital passport or any other device associated with the use of the Platform or Tokens. In the event that You are no longer in possession and control of any private key, digital digital passport or any other device associated with the use of Tokens, the use of the Platform and/or if You are unable to provide login or identifying credentials to the Company and/or if the private key file or password respectively become lost or stolen, You may lose all of Your Tokens, access to the use of the Platform and/or the access to Your digital digital passport. For the avoidance of doubt, the Company is under no obligation to recover or replace any such lost or stolen Tokens or the access to the use of the Platform and You shall not receive any amount of currency or other compensation for any Tokens lost for whatever reason. Failure to use the Platform correctly and/or to follow the Company’s procedures as may be made available from time to time may result in You not receiving any Tokens, losing access to the use of the Platform or losing some or all of the amounts paid in exchange for Tokens.

Suspension. Notwithstanding anything contained herein, the Company reserves the right, without notice and in its sole and absolute discretion, to suspend Your right to access the Platform, and all related information and files without liability to You, at its sole and absolute discretion, including but not limited to, in case of Your breach of these T&Cs or if the Company believes You have committed fraud or other misconduct or are a Prohibited Person. Upon any such suspension all rights and licenses granted to You under these T&Cs will immediately terminate. In the event of any Force Majeure Event, breach of these T&Cs, or any other event that would make the operation or provision of the Platform or related services commercially unreasonable for the Company, the Company may, in its discretion and without liability to You, with or without prior notice, suspend Your access to all or a portion of the Platform. To the extent permitted under Applicable Law (including in the event of applicable legislation change or amendment), in the event the Company revokes Your right to use or access the Platform the Company shall not be required to provide You with any compensation whatsoever.

Entire Agreement.Unless otherwise provided, these T&Cs are intended to fully reflect the terms of the agreement between the Parties, and shall supersede any previously or contemporaneously agreed upon terms or understanding. No provision of these T&Cs shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these T&Cs, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these T&Cs will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.

Assignment. The Company may, at its sole and absolute discretion, assign any of its rights and/or delegate its duties under these T&Cs (including, but not limited to any and all intellectual property rights in or to all technology, software, and code relating to the Platform). You may not assign Your rights or delegate Your duties as a user of the Platform or Tokens, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be null and void.

Severability. In the event any one or more of the provisions of these T&Cs are for any reason held to be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of these T&Cs operate or would prospectively operate to invalidate these T&Cs in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity or unenforceability, these T&Cs shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.

Electronic Notices and Use of Information. You (i) agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (hereinafter – the “Communications”) that the Company provides in connection with Your use of the Platform; and (ii) have read and fully understood the Company’s Privacy Notice annexed at Schedule 3 to these T&Cs. The Company and each of its Affiliates and their respective service providers may further disclose Your information to any of their respective service providers, agents, relevant custodians or similar third parties for any reason and such Persons may keep Your information for any period of time permitted by Applicable Law. You do hereby consent to such Persons disclosing any of Your information which they hold to any Governmental Authority or prosecuting authority for any reason and without notice to You. You hereby acknowledge and agree to hold the Company and each such Affiliate harmless in respect of any disclosure of information by such Persons in accordance with these T&Cs. For the avoidance of any doubt, the Company and each such Affiliate shall not be liable to You or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure.

Information Requests. The Company may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about You and Your Affiliates in order to comply with Applicable Laws in connection with Your entry into these T&Cs and Your subsequent holding of Tokens. You agree to provide the Company with such information promptly upon request, and You acknowledge and accept that the Company may refuse to permit You to use the Tokens on the Platform until You provide such requested information and the Company has determined that it is permissible for the Company to allow you to do so under Applicable Law. The Company further reserves the right to request identification documentation from You and Your Affiliates at any time. In the event that You or any such Affiliate does not provide such requested information to the satisfaction of the Company (in its sole and absolute discretion) the Company shall not be bound by the provisions of these T&Cs and shall be entitled to specifically refuse any presentation of Tokens by You to the Company or any other Relevant Party. In the event that You, directly or indirectly, sell, assign, transfers, convey or otherwise dispose of any Tokens You do hereby covenant with the Company to procure that any such acquirer of Tokens shall be under equivalent obligations to provide such information to the Company at the request of the Company from time to time.Tax Issues. The Company makes no representations concerning the tax implications of the possession or use of Tokens. You bear the sole and absolute responsibility to determine if the use of Tokens or the potential appreciation or depreciation in the value of Tokens over time has tax implications for You in Your home jurisdiction or any other jurisdiction. By using Tokens, and to the extent permitted by Applicable Law, You agree to be solely responsible for any applicable taxes imposed on, and agree not to hold the Company or any of its Affiliates liable for any tax liability associated with or arising from Your use, possession, or transfer of Tokens. All fees and charges payable by You to the Company are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the Company’s request, You will provide it any information it reasonably requests to determine whether it is obligated to collect any withholding taxes or value added or similar taxes from You, including any applicable tax identification numbers. If any deduction or withholding is required by Applicable Law, You will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount that the Company receives, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, You will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent the Company is responsible for remitting any withholding taxes or value added or similar taxes, Your allocation of Tokens shall be reduced to the extent such taxes are required to be remitted by the Company. The Company wishes to make You aware that future use of the Tokens by You when transacting with the Company may result in withholding taxes, value added tax and/or similar taxes being imposed. You will be responsible for such taxes, however, where the Company is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by You in connection with Your transactions with the Company.

Force Majeure Events. The Company shall not be liable for (1) any inaccuracy, error, delay in, or omission of (a) any information, or (b) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a “Force Majeure Event”).

Compliance Policies. The Company and its Affiliates strictly follow [applicable anti-money laundering (AML), “know your customer” (KYC) and other Applicable Laws in the British Virgin Islands. You fully agree to assist the Company in fulfilling the obligations of any Applicable Law and to provide any necessary information that is required from You to the Company or any relevant Governmental Authority.

Further Assistance. You shall cooperate with and assist the Company and its Affiliates in connection with any investigation, examination or enquiry by any Governmental Authority. You shall promptly provide the Company and its Affiliates with any documents, certification, record or other materials they may request in connection with such investigation, examination or enquiry.Headings. Headings are for convenience only and shall not be used to limit or construe any provisions of these T&Cs.

Contact Us: Please contact the Company if you have any questions about these T&Cs, the Platform, or the Tokens, by writing to Discord (https://discord.com/invite/Jv98rZFeSE)Intellectual Property Notification: This document belongs to the Company and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Company is strictly prohibited.

If You have any question or notice any bugs, errors or violations You may send any questions regarding the use of the Platform or regarding these T&Cs via the platform.

SCHEDULE 1

LIST OF PROHIBITED JURISDICTIONS

• Cuba
• Democratic People’s Republic of North Korea
• Islamic Republic of Iran
• Libya
• People’s Republic of China
• South Sudan
• Sudan (North)
• Syria
• The Crimea
• Cuba
• The United States of America
• Islamic Republic of Iran

Any jurisdiction in which the entry into these T&Cs or the ownership of the Tokens is prohibited by Applicable Law

Any jurisdiction which is subject to United States, United Nations or other applicable sanctions or embargoes

The Company reserves the right to add any additional jurisdictions at any time and without prior notice.

SCHEDULE 2

RISK DISCLOSURES: CERTAIN RISK FACTORS

The precise terms of the privileges and other benefits of the Tokens will be determined by the Company in its sole and absolute discretion from time to time. Such privileges and benefits may be amended thereafter by the Company at any time and without notice to, or consent from, any holder of Tokens, or the Company, in the sole and absolute discretion of the Company. Any such determination or amendment shall not be a breach of the terms of the Tokens.

While the Tokens are available only to users that are not Prohibited Persons there is the possibility that Tokens could be acquired over time or following changes in the regulatory landscape by persons in other jurisdictions currently restricted from acquiring Tokens and, accordingly, the risk factors set out below may include certain risk factors specific to certain jurisdictions even though the Company will not at present make the Tokens available at this time to persons from such jurisdictions.

The Platform, while not owned, operated, developed or otherwise controlled by the Company, is in beta stage, which means that the Platform and all related software are experimental. The Platform is provided on an “as is” and “as available” basis, without warranty of any kind, either expressed or implied, including, without limitation, warranties that the Platform is free of defects, vulnerabilities, merchantable, fit for a particular purpose or non-infringing. Any use of the Platform shall be at your own risk. In no event shall the Company or the owner of the Platform be held liable in connection with or for any claims, losses, damages or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with the Platform or its operation or use or be under any obligation to support, develop or otherwise maintain or promote the use of the Platform or the integration of the Tokens into the Platform.

No promises of future performance or value are or will be made with respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value.

BY PARTICIPATING IN ANY ACQUISITION OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT BELOW.

Risk of Losing Access to Tokens Due to Passport Incompatibility: Your cryptocurrency digital passport must possess technical infrastructure that is compatible with the receipt, storage and transfer of the Tokens. Non-compatible digital passport addresses will not be accepted. In addition, Your digital passport address must not be associated with a third party exchange or service that has custody over the private key. You must own the private key if Your address is an exchange address. The Company reserves the right to prescribe additional conditions relating to specific digital passport requirements at any time, acting in its sole discretion.

Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the protocol upon which the Tokens are issued may have an adverse effect on the Tokens, including causing them to malfunction or function in an unexpected or unintended manner.

Risks Associated with Your Credentials: Any third party that gains access to or learns of Your digital passport login credentials or private keys may be able to dispose of Your Tokens. To minimize this risk, You should guard against unauthorized access to Your electronic devices. Best practices dictate that You safely store private keys in one or more backup locations geographically separated from the working location. In addition, You are responsible for giving us the correct digital passport address to which to send Your Tokens. If You give us the incorrect address to which to send Your Tokens, we are not responsible for any loss of Tokens that may occur.

Risk of Unfavorable Regulatory Action in One or More Jurisdictions:

Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which regulations may be contrary to the current setup of the Platform or its smart contract system and, therefore, may result in substantial modifications to the Platform and such smart contract systems, including its termination and the loss of Tokens.

The regulatory status of cryptographic tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Platform and Tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Platform and Tokens. Regulatory actions could negatively impact the Platform and Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing or restriction. The Company may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Platform and the Tokens could be impacted by any regulatory inquiries or actions, including restrictions on the use or possession of digital tokens like the Tokens, which restrictions could impede, limit or end the development of the Platform and increase legal costs.

The cryptocurrency exchange market, the token listing and trading market, initial coin offerings, and by extension the Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Tokens in the Platform. Additionally, users of the Platform are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Tokens, including the utility of Tokens with respect to the Platform.The Company may need to obtain approvals from one or more Governmental Authorities and there is a risk that securing such approvals may delay or prevent the Token integration event, the development of the Platform and/or the Company’s ability to issue the Tokens.

Risk of Alternative, Unofficial Platforms: Following the issue of the Tokens and the continued development of the Platform, it is possible that alternative applications or platforms could be established, which use the same or similar open source code and protocol underlying the Platform. The Tokens may have no intrinsic value with respect to such alternative applications. The Platform may compete with these alternative, unofficial token-based applications, which could potentially negatively impact the Platform and the Tokens.

Long-term viability of cryptoassets: Cryptoassets, including those like the Tokens, are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of cryptoassets (including the Tokens) will depend on the long-term utility and economic viability of blockchain and other new technologies related to cryptoassets. Due in part to these uncertainties, the price of cryptoassets are volatile and the Tokens may be hard to transfer. The Company does not control any of these factors, and therefore may not be able to control the ability of the Tokens to maintain their value over time.

Further innovations in the cryptoasset industry may cause the Tokens to lose value: The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult to evaluate and predict. The use of cryptoassets to, among other things, transact peer-to-peer is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of cryptoassets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the cryptoasset industry include, among other things, the continued worldwide adoption of cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the cryptoasset industry, the value of your Tokens may also be negatively affected.

Risks from Taxation: The tax characterization of the Tokens is uncertain. You must seek Your own tax advice in connection with acquiring and holding Tokens, which may result in adverse tax consequences to You, including withholding taxes, income taxes, and tax reporting requirements. An investment in the Tokens may result in adverse tax consequences, including withholding taxes, income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens may cause investors to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens may result in additional tax liability. Each investor should consult with and must rely upon the advice of its own professional tax advisors.

Risk of Theft and Hacking:

Smart contracts, software applications and the Platform may be exposed to attacks by hackers or other individuals, groups, organizations or countries that interfere with the Platform or the availability of the Tokens in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful attacks could result in theft or loss of Tokens, adversely impacting the ability to further develop the Platform and/or related Platforms and derive any usage or functionality from Tokens. You must take appropriate steps to satisfy Yourself of the integrity and veracity of relevant platforms, systems and communications. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Platform, which could negatively affect the Platform and Tokens.

You acknowledge, understand and accept that if Your private key or password gets lost or stolen, the Tokens associated with Your digital passport address may be unrecoverable and permanently lost. Additionally, any third party that gains access to Your private key, including by gaining access to the login credentials relating to Your digital passport, may be able to misappropriate Your Tokens. Any errors or malfunctions caused by or otherwise related to the digital digital passport or vault You choose to receive and store Tokens, including Your own failure to properly maintain or use such digital passport or vault, may also result in the loss of Your Tokens, for which the Company shall have no liability.

Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open source software that may be based on other open source software. There is a risk that the Company or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the Platform interfering with the use of or causing the loss of Tokens.

Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the Platform protocol, which could result in the theft, loss or decreased utility of the Tokens. Smart contracts, blockchain application software and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or Tokens.

Risk of Lack of Adoption or Use of the Platform: While the Tokens should not be viewed as an investment, they may have value over time. That value may be limited or non-existent if the Platform lacks acceptance, use and adoption, which may have an adverse impact on the Tokens.

Risk of an Illiquid Market for Tokens: There may never be any marketplace for Tokens, and the Company does not intend to take any steps to create an aftermarket in the Tokens. There are currently no exchanges upon which the Tokens would trade. If exchanges do develop, they will likely be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite Your representations to us to the contrary) You are holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, You assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the Company or its Affiliates on an investment basis.

Risk of Dissolution of the Platform: It is possible that, due to any number of reasons, including development issues with the Platform, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the Platform may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that You will receive any benefits through the Tokens.

Risk of Malfunction in the Platform: It is possible that the Platform malfunctions in an unfavorable way, including one that results in the loss of the Tokens.

Risk Arising from Lack of Rights: Because the Tokens confer only limited rights with respect to the Platform and the Company; all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion, and all decisions involving the Platform including, but not limited to, decisions by the owner of the Platform to discontinue the Platform and to create and issue more Tokens, will be made by, as relevant, the Company or the owner of the Platform. These decisions could adversely affect the Platform and/or Tokens You hold.

Risks Associated with Incomplete Information regarding the Tokens of the Platform: You will not have full access to all the information relevant to the Company, the Tokens and/or the Platform. The Company is not required to update You on the progress of the Platform. You are responsible for making Your own decision in respect of the acquisition of the Tokens. The Company does not provide You with any recommendation or advice in respect of the acquisition of the Tokens. You may not rely on the Company to provide You with complete or up to date information.

The holders of Tokens will not be in any fiduciary, partnership, trustee, agency or similar relationship with the Company or any of its Affiliates and will not be owed any fiduciary duty by the Company or any of its Affiliates. The holders of Tokens have no direct management, equity, voting or similar rights in the Company or any of its Affiliates. However, without limitation to the above, the Company reserves all rights with respect to pursuing any form of decentralized governance should it so determine that doing so would be in the best interests of the holders of Tokens from time to time.

In order to seek compliance with (or to seek to mitigate the impact of) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or decrees of any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by the Company or its Affiliates to apply to or affect the Company or its Affiliates, the Platform or the Tokens, the Company may in its sole and absolute discretion take such steps as it considers necessary or convenient to comply with such matters including, without limitation, the termination of the Tokens and/or the Platform. In addition, the Company may take such steps as it considers necessary or convenient where it believes or suspects the Tokens may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity or where it believes the Platform is no longer viable.

Regulation of (i) tokens (including the Tokens); (ii) cryptocurrencies (iii) blockchain technologies; and (iv) cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, among other countries, may apply existing, are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Platform, the Company and the Tokens. Other countries may adopt similar approaches. Failure by the Company or users of the Platform to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations would likely have numerous material adverse consequences on the Company and the Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the Tokens or impede the activities of the Company.

The Company has the exclusive right, in its sole and absolute discretion, to address and remediate any of the operational, legal or regulatory risks presented as of the date hereof or hereafter. In the exercise of such rights, it is possible that the Company may determine that the continued development of the Platform is not feasible. Accordingly, there is a material risk that the Company and its Affiliates may not successfully continue to develop, market and operate the Platform and the Tokens.

Unanticipated Risks: Cryptographic tokens are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the Company cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.

SCHEDULE 3

BRITISH VIRGIN PRIVACY NOTICE

This privacy notice (the “British Virgin Privacy Notice”) explains the manner in which Force of Good Ltd.. (the “Company”) collects, processes and maintains personal data about you.

The Company is committed to processing personal data in accordance with applicable law. In its use of personal data, certain members of the Company will be characterised under applicable law as a data controller, whilst certain of the Company’s service providers, affiliates and delegates may act as data processors under applicable law. For the purposes of this British Virgin Privacy Notice, we, us or our means each member of the Company in its capacity (as relevant) as data controller of the personal data and you or your means the Tokenholder or relevant individual affiliated or connected with the Tokenholder receiving this British Virgin Privacy Notice.

If you are a nominee Tokenholder or a corporate entity, this British Virgin Privacy Notice will be relevant for those individuals connected to you and you should transmit this document to such individuals for their awareness and consideration.

Personal data: By virtue of acquiring Tokens, the Company and certain other service providers and their respective affiliates and delegates (the “Authorised Entities”) may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that you provide to us with personal data that we collect from or about you. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlets, platforms and other media sources and international sanctions lists. It may also include data which, when aggregated with other data, enables an individual to be identified, such as an IP address and geolocation data.

Why is your personal data processed: The storage, processing and use of personal data by the Company will take place for lawful purposes, including:

to comply with any applicable legal, tax or regulatory obligations on the Company or another Authorized Entity under any applicable laws and regulations;

to perform a contract to which you are a party or for taking pre-contractual steps at your request;to operate the Company, including managing and administering the Tokens and the business of the Company on an on-going basis which enables the Company and its Tokenholders to satisfy their contractual duties and obligations to each other;

to verify the identity of the Company to third parties for any purpose which the Company considers necessary or desirable;

to assist the Company in the improvement and optimisation of advertising (including through marketing material and content) its services;

for risk management and risk control purposes relating to the Company;

to pursue the Company’s or a third party’s legitimate interests: (i) for direct marketing purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with legal, compliance, risk and managerial staff to assess suspicious activities; and/or

where you otherwise consent to the processing of personal data for any other specific purpose.As a data controller, we will only use your personal data for the purposes for which we collected it as set out in this British Virgin Privacy Notice. If we need to use your personal data for an unrelated purpose, we will contact you. In certain circumstances, we may share your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory.

We may transfer your personal data outside of the British Virgin Islands, as permitted under applicable law. We will not sell your personal data.

Your rights: You may have certain rights under applicable law, including:

the right to be informed as to how we collect and use your personal data;

the right to access your personal data;

the right to require us to stop direct marketing;

the right to have inaccurate or incomplete personal data corrected;

the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing, of your personal data;

the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and the right to require us to delete your personal data in some limited circumstances.

Please note that if you do not wish to provide us with requested personal data or subsequently withdraw your consent, you may not be able to hold or otherwise deal with the Tokens or remain as a holder of the Tokens as it will affect our ability to provide our services to you as a Tokenholder.

Retention of Personal Data: The personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.

Changes to Privacy Notice: We encourage you to regularly review this and any updated British Virgin Privacy Notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed.

Contact Us: Please contact the Company if you have any questions about this British Virgin Privacy Notice, the personal data we hold about you or to discuss your rights under applicable law, by writing to Discord (https://discord.com/invite/Jv98rZFeSE)