Terms of Service

These Terms of Use constitute an agreement between the company Electroneum Ltd, incorporated in England number 10845797. (“the Company”, “we”, “us”, or “our”) and you or the entity you represent (“you“). Please read these Terms and Conditions carefully to be sure that you understand them. By viewing, accessing or using the Electroneum app or by registering to take part in the Crowdsale Token Sale, you agree to these Terms and Conditions as a binding legal agreement between you and us, without limitation or qualification.

1. General

The following Terms and Conditions (“Terms”) govern the sale of the cryptographic token Electroneum (“ETN”).

Electroneum is a token or cryptocurrency coin used within the Electroneum Blockchain.

Token sale campaign – is an Electroneum sale campaign, designed to introduce ETN publicly and provide possibility to purchase tokens first with attractive discounts and earn other benefits during limited time. Parties may be interested in purchasing ETN at the token sale campaign to participate in early ALPHA and BETA testing stages or to participate in trading the token once it becomes listed on the various cryptocurrency exchanges.

2. What is Electroneum?

Electroneum is a complementary currency.

Electroneum represents a vast leap forwards in the ease of use and accessibility of a cryptocurrency. The ease of use and availability of electroneum opens up an enormous market of 2.2 billion smartphone users.

Electroneum is being developed by an awesome team of developers and engineers with a proven track record of success.

It’s a disruptive, super secure cryptocurrency design specifically for the non-technical user.

3. Overview of token sale campaign

Electroneum Ltd. requires, for proper operation, and comprehensive utilization, an authentication token called (“ETN”).  The Company will produce and market a quantity of ETN in a pre-sale event called the “Token Sale Campaign”, to be hosted on web site at https://my.electroneum.com (“Token Sale Website”). Purchasers in the Token Sale Campaign will acquire ETN in exchange for BTC, ETH and other fiat currencies at predefined sale prices over a period of forty eight (48) days. Purchasers of token sale in the token sale campaign will be awarded cryptographic tokens (Electroneum Coins), that will become available in their mobile wallet via the Electroneum App once the token sale is complete.

4. Creation and issuing of ETN (“Electroneum”)

Electroneum initially will be created and issued upon completion of token sale campaign based on 6 billion of the maximum 21 billion possible ETN tokens.

NO ADDITIONAL ETN TOKENS WILL BE ISSUED AFTER COMPLETION OF TOKEN SALE CAMPAIGN UNTIL UTILIZATION OF ALL INITIALLY ISSUED TOKENS EXCEPT WHERE EXPLICITLY STATED.

5. Timing of Sale

The Token Sale Campaign will begin at 12.00 GMT on 14/9/2017 (12:00 Central Time on 14th September 2017)

The Token Sale Campaign will run for forty eight (48) days and will end at 23:59:59 Central Time on 31 October 2017

The Company reserves the right to change the date when the Token Sale Campaign will begin and further reserves the right to extend the sale duration for any reason, including the unavailability of the website https://my.electroneum.com due technical issues or other unforeseen security or procedural issues. Though it does not currently anticipate doing so, The Company also reserves the right to shorten the sale duration for any reason.

6. Pricing and Initial Discount on Price of Electroneum

The baseline retail price of ETN is 0.01 USD (the “Retail Price”). A bonus will be offered during the token sale campaign. In the first seven-day period of the sale, ETN will be offered with a 50% additional bonus in ETN. In the second seven-day period of the sale, ETN will be offered with a 40% additional bonus in ETN. In the third seven-day period of the sale, ETN will be offered with a 30% additional bonus in ETN. In the fourth seven-day period of the sale, ETN will be offered with a 20% additional bonus in ETN. In the fifth seven-day period of the sale, ETN will be offered with a 10% additional bonus in ETN.  At the end of the token sale, in the days of final sales the ETN will be offered at retail price.

The Company reserves the right to change the duration of any affected discounting period for any reason, including the unavailability of the website https://my.electroneum.com or other unforeseen procedural or security issues.

Starting from the next day upon completion of the token sale campaign, the remaining unsold amount of Electroneum from the initial issue will be added to the mobile mining pool, increasing the return from the mobile mining experience.

7. Growth Rate and value of Electroneum

Since Electroneum is a complementary currency and cryptocurrency, future value of it is not implied or guaranteed. Once the ETN issued, the company will endeavour to ensure it will become available on the all major public exchange and stocks of cryptographic tokens.

Cryptographic tokens that possess value in public markets, such as Bitcoin (“BTC”), have demonstrated fluctuations in price over short periods of time on a regular basis. A Purchaser of ETN should be prepared to expect similar fluctuations, both down and up, in the price of ETN denominated in BTC or USD or other fiat money of other jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. The Company cannot and does not guarantee market liquidity for ETN and therefore there may be periods of time in which ETN is difficult to buy. Additionally, due to different regulatory dictates in different jurisdictions and the inability of citizens of certain countries to open accounts at exchanges located anywhere in the world, the liquidity of ETN may be markedly different in different countries and this would likely be reflected in significant price discrepancies.

By purchasing ETN, you expressly acknowledge and represent that you fully understand that ETN may experience volatility

in pricing and will not seek to hold any of the Company Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the sale of ETN.

THE COMPANY GUARANTEES NOT TO ISSUE ADDITIONAL TOKENS, UNTIL THE FULL BLOCKCHAIN ISSUE AMOUNT OF ELECTRONEUM IS FULLY UTILIZED.

EXCEPT IN SITUATIONS, WHEN THE TOTAL NUMBER OF USERS BECOME MUCH LARGER THAN THE AVAILABLE ETN FOR SALE AND/ OR THE ETN PRICE ON THE PUBLIC MARKETS GREATLY EXCEEDS THE BASE RATE. IN THESE CASES, NEW LIQUIDITY WOULD BE PROVIDED BY ELECTRONEUM LTD. IN ORDER TO ENSURE SUFFICIENT LIQUIDITY OF ELECTRONEUM IT MAY BE NECESSARY TO INCREASE THE BLOCKCHAIN HEIGHT.

8. Public Disclosure of Advanced ETN Purchases

To enable ETN Purchasers to have as much information as possible to guide their decision making process, the Company will make all purchases publicly visible on the token sale campaign website at https://my.electroneum.com

9. Purchase of Electroneum on the Token Sale Web Account

The Company will maintain a store interface, which can be used to purchase ETN. The store interface will be available through the Token Sale Web Account at https://my.electroneum.com Instructions for purchasing ETN with BTC, ETH or fiat currencies will be embedded and available for review on the Token Sale Web Account during the whole duration of the Token Sale Campaign.

Failure to follow these instructions may limit, delay, or prevent a Purchaser from obtaining ETN. Any questions about these instructions should be directed to support@electroneum.com

10. Obligation to determine If purchaser can purchase Electroneum in his/her Jurisdiction

The token sale campaign constitutes the sale of a legal software product under English law. This product sale is conducted by an English company, operating under English law. It is the responsibility of each potential Purchaser of ETN to determine if the Purchaser can legally purchase ETN in the Purchaser’s jurisdiction.

11. Acceptance of Terms and Conditions of the Electroneum sale

As a first step in the purchase process, the Company will present the Purchaser with these Terms and Conditions, and associated documents, along with a checkbox. By clicking the checkbox, the Purchaser: (a) consents and agrees to the Terms and Conditions; (b) represents and warrants that the Purchaser is legally permitted to purchase ETN in the

Purchaser’s jurisdiction and is legally permitted to receive products of English origin; (c) represents and warrants that the Purchaser is of a sufficient age to legally purchase ETN or has received permission from a legal guardian who has reviewed and agreed to these Terms; (d) represents and warrants that the Purchaser will take sole responsibility for any restrictions and risks associated with the purchase of ETN as set forth below;

12. Confirmation of Purchases

During the purchase process with BTC or ETH on the https://my.electroneum.com  website, the Company will provide Purchasers with a unique intermediary BTC and ETN address. Using this address, Purchasers can track and confirm that the Purchaser’s BTC or ETH has been received at that address and has been subsequently and automatically generated the correct amount of ETN for the purchaser based on the period of purchase (see section 6).

Knowledge of the unique intermediary BTC/ETH addresses does not constitute a purchase receipt or indicate in any way that any party possessing such knowledge has rights to or ownership of the purchased ETN.

PURCHASER IS RESPONSIBLE FOR TRANSFERRING EXACTLY THE SAME AMOUNT ORDERED IN TOKEN SALE WEB ACCOUNT, TO INTERMEDIATE ETH/BTC ADDRESSES.

THE COMPANY DOES NOT GUARANTEE TIMELY AND CORRECT PROCESSING OF THE ORDER IN CASE OF NON-COMPLIANCE OF THE DEFINED MINIMUM AMOUNT OR VIOLATION OF THESE TERMS AND CONDITIONS

13. Bank transfer terms

Bank transfers are made via an external exchange and you are thus bound by their terms and conditions, we accept no responsibility for any delays, inconveniences or losses in case of wrong payment and/or missing details.

14. Registration and Receipt of ETN

As part of the purchase process, and in order to purchase ETN, a Purchaser will need to provide a valid email address and complete a registration process through Token Sale Web Account. After confirmation of the email address the Purchaser will get full access and control over the Token Sale Manager available at https://my.electroneum.com

15. Electroneum will only be available for sale on the Token Sale Campaign website

The Company will only sell ETN through the Token Sale Campaign website, available at https://my.electroneum.com

Any third-party website or service offering ETN for sale during the Token Sale Campaign or facilitating the sale or transfer of ETN in any way during the Token Sale Campaign are not sanctioned by the Company or its parents and affiliates and have no relationship in any way with the the Company. As a result, the Company prohibits the use of these third-party websites or services for the purchase of ETN prior to the end of the Token Sale Campaign

Purchasers should take great care that the site used to purchase ETN has the following universal resource locator (“URL”):

https://my.electroneum.com

Please ensure that the URL of your web browser indicates that it is using a hypertext transport protocol secure connection (“https”) as depicted in the image above and that the domain name is correct.

By purchasing ETN, and to the extent permitted by applicable law, the Purchaser agrees not hold any of the Company Parties liable for losses incurred by any person, entity, corporation, or group individuals or groups who uses a third-party service to purchase ETN

The only official and authorized ETN sale website URL is https://my.electroneum.com

16. Fraudulent Attempts to Double Spend BTC or ETH

The Company will monitor all potential transactions for fraudulent attempts to double spend BTC or ETH.

Any detected double spend of BTC or ETH will result in no ETN being generated for the associated address.

17. All Purchases of ETN Are Non-Refundable

All purchases of ETN are final. Purchases of ETN are non-refundable. By purchasing ETN, the purchaser acknowledges that neither the company nor any other of the company parties are required to provide a refund for any reason, and that the purchaser will not receive money or other compensation for any ETN that is not used or remains unused.

18. Taxation

The Company makes no representations concerning the tax implications of the sale of ETN or the possession or use of ETN. The Purchaser bears the sole responsibility to determine if the purchase of ETN with BTC, ETH or any fiat currencies or the potential appreciation or depreciation in the value of ETN over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction.

Purchasing ETN, and to the extent permitted by law, the Purchaser agrees not hold any of the The Company Parties liable for any tax liability associated with or arising from the purchase of Electroneum.

19. Privacy Notice

Although the Company requires that Purchasers provide an email address, the Company will not publish any identifying information related to an ETN purchase, without the prior written consent of the Purchaser.

Purchasers may be contacted by email by the Company regarding a purchase. Such emails will be informational only. The Company will not request any information from Purchasers in an email.

20. Important Notice

Ownership of ETN carries no rights express or implied. Purchases of ETN are non-refundable. Purchasers should have no expectation of influence over governance of the platform.

By participating in the sale of Electroneum, you expressly acknowledge and represent that you have carefully reviewed the Terms and Conditions, as well as the User Agreement and fully understand the risks, costs, and benefits of purchasing ETN and agree to be bound by these Terms. As set forth further below, you further represent and warrant that, to the extent permitted by law, you are authorized to purchase ETN in your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold the Company, its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of the Company or our parent or affiliates, now or in the future and any other member of the Company team (collectively the “the Company Parties”) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the sale of ETN.

The purchase of ETN carries with it a number of risks. Prior to purchasing ETN, you should carefully consider the risks listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, you should not purchase ETN. By purchasing ETN, and to the extent permitted by law, you are agreeing not to hold any of the the Company Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of ETN.

While the Company team will provide general guidelines for user usage and storage of ETN before the Electroneum App becomes operational, Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the Company will be available to assist Purchasers of ETN during and after the sale, the Company will not be responsible for lost BTC or ETH resulting from actions taken by, or omitted by Purchasers. Note, in particular, that ETN Purchasers should take great care to write down their Account password and not lose it so as to be sure that they will be able to access their Electroneum when it becomes available after the token sale campaign. Creating an Electroneum mobile wallet via the Electroneum App requires a PIN number. We do not store the PIN number and it is NOT RETREIVABLE. If you lose or forget your PIN number you will lose your ETN.

This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction.

Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring the Electroneum early in the token sale campaign versus waiting to purchase ETN on open, third-party exchanges once the system is operational and when they or their businesses actually require Electroneum.

21. Disclaimer of Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING ETN AT THE PURCHASER’S SOLE RISK AND

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING ETN AT THE PURCHASER’S SOLE RISK AND

THAT ETN IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).

WITHOUT LIMITING THE FOREGOING, NONE OF THE COMPANY PARTIES WARRANT THAT THE PROCESS FOR PURCHASING ETN WILL BE UNINTERRUPTED OR ERROR-FREE.

22. Limitations Waiver of Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE

DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR

RELATED TO USE OF, OR INABILITY TO USE, ETN UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY

JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT

(INCLUDING NEGLIGENCE) AND THAT NONE OF THE COMPANY PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, ETN.

THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY  IS NOT LIABLE, AND THE PURCHASER

AGREES NOT TO SEEK TO HOLD ANY OF THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF ETH, AND THAT THE RISK OF PURCHASING AND USING ETN RESTS ENTIRELY WITH THE PURCHASER

.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE COMPANY PARTIES BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF ETN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD OF THE COMPANY.

23.  Jurisdiction of the Sale

The legal entity conducting the Token Sale Campaign, is Electroneum Ltd incorporated in England number 10845797, under the laws of the United Kingdom.

24. Dispute Resolution

All disputes, controversies or claims arising out of, relating to, or in connection with the Terms, the breach thereof, or the Company’s sale of Electroneum or use of the Electroneum App shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. All claims between the parties relating to these Terms that are capable of being resolved by arbitration, whether sounding in contract, tort, or otherwise, shall be submitted to ICC arbitration.

Prior to commencing arbitration, the parties have a duty to negotiate in good faith and attempt to resolve their dispute in a manner other than by submission to ICC arbitration.

The arbitration panel shall consist of one arbitrator only, unless the ICC Court of Arbitration determines that the dispute is such as to warrant three arbitrators. If the Court determines that one arbitrator is sufficient, then such arbitrator shall be selected from England. If the Court determines that three arbitrators are necessary, then each party shall have 30 days to nominate an arbitrator of its choice — in the case of the Claimant, measured from receipt of notification of the ICC Court’s decision to have three arbitrators; in the case of Respondent, measured from receipt of notification of Claimant’s nomination. All nominations must be from England. If a party fails to nominate an arbitrator, the Court will do so. The Court shall also appoint the chairman.