TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES AND DIGITAL CONTENT

This agreement was written in English. To the extent that any translated version of this agreement conflicts with the English version, the English version prevails.

Date of last revision: 5 March 2018

1 INFORMATION ABOUT US AND HOW TO CONTACT US

1.1 Who we are. We are Electroneum Ltd (“Electroneum”), a company registered in England and Wales. Our company registration number is 10845797 and our registered office is at Lyndean House, 30-34 Albion Place, Maidstone, Kent ME14 5DZ.

1.2 What is ETN? Electroneum has created a cryptocurrency called “ETN”, a type of digital asset which is used to store value.

1.3 How to contact us. You can contact us via https://support.electroneum.com.

1.4 How we may contact you. If we have to contact you we will do so by telephone you at the telephone number you have provided to us or by writing to you at the email address you have provided to us.

1.5 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

1.6 References to clauses. References to clauses are to clauses of these terms.

1.7 Clause headings. Clause headings do not affect the interpretation of these terms.

2 THESE TERMS

2.1 What these terms cover. These are the terms and conditions on which we supply products or services to you, whether these are services or any form of digital content.

2.2 Why you should read them. Please read these terms carefully before you use our products, Services or Digital Content. These terms tell you who we are, how we will provide products, Services or Digital Content to you, how you and we may change or end the contract and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

3 OUR SERVICES AND DIGITAL CONTENT

3.1 We provide or make available the following services and digital content for facilitating the use of ETN:

3.1.1 The Electroneum “Offline Wallet” is a storage mechanism, whether by paper storage, cold storage or any other method and by which the private keys required to transact using ETN have not been disclosed by any means by any party prior to their use by you;

3.1.2 The Electroneum “Online Wallet” is any other wallet storage mechanism developed by us and which does not constitute an Offline Wallet; and

3.1.3 The Electroneum mobile phone application, available for Android and iOS devices, together with the service you connect to via the mobile application and the content we provide to you through it (“the App”).

Together referred to as the “Services and Digital Content”.

3.2 Our Services and Digital Content are provided to you:

3.2.1 “As is” (without modification as a standard offering which is not bespoke to your requirements);

3.2.2 “As available” from time to time: we do not guarantee the continuity or availability of the Services or Digital Content which may be suspended or withdrawn in whole or in part at our absolute discretion;

3.2.3 Presently without charge to you, however we reserve the right to apply charges in respect of future use and/or access to any updated Digital Content that we make available from time to time; and

3.2.4 On the basis that your use of the Services and Digital Content is at your risk and that you agree to hold us harmless from any liability in relation to your use of the Services and Digital Content.

4 BY USING OUR SERVICES OR DIGITAL CONTENT YOU ACCEPT THESE TERMS

By using our Services or Digital Content, you confirm that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must not use our Services or Digital Content.

5 ETN AND BLOCKCHAIN TECHNOLOGY

5.1 ETN is a cryptocurrency, a type of digital asset used to store value.

5.2 The services we provide operate using distributed ledger technology, also known as ‘blockchain’.

5.3 ETN’s blockchain is a public ledger of transactions and when you transact with third parties using ETN, users of the ETN blockchain independently verify the validity of your transactions. In doing so the data relating to your transactions, including your public key, is shared with each user of the ETN blockchain.

5.4 We do not control the ongoing state of ETN’s blockchain as this is determined by the transactions made between users. Although we facilitate the processing of these transactions through the use of our Services and Digital Content, we are in no way a party to them.

5.5 As a company, we do not store, sell, send or receive ETN on behalf of users. Our services facilitate the sending and receiving of ETN between users.

6 ETN TRANSACTIONS

6.1 Due to the nature of ETN blockchain, ETN transactions cannot be reversed or cancelled. We will not be responsible for any loss or damage suffered by you for transactions executed by you or any third party including (but not limited to):

6.1.1 sending ETN to the incorrect recipient;

6.1.2 sending a recipient the incorrect amount of ETN in respect of any transaction;

6.1.3 failing to include a payment ID with a transaction; or

6.1.4 any other error.

7 MINIMUM WITHDRAWAL LIMIT

Although some cryptocurrency exchanges may support trading prices up to 6 decimal places, our Services and Digital Content do not permit you to withdraw or transfer less than 0.01 ETN in any single transaction.

8 TRADING CONSIDERATIONS

8.1 ETN is traded on cryptocurrency exchanges worldwide. We have no involvement in trading ETN; our activity is simply limited to the facilitation of sending and receiving ETN. There are many factors that you should consider before trading ETN, for example the prospects of price fluctuation, risk to your capital and market illiquidity. Past performance is not an indication of future performance and the value of ETN may go down as well as up.

8.2 Your use of ETN on a cryptocurrency exchange will be subject to that exchange’s terms of service, which is out of our control.

8.3 Although ETN is listed on several cryptocurrency exchanges, we are in no way affiliated with any exchange.

8.4 We shall be in no way liable for any loss or damage you may incur as a result of your use of cryptocurrency exchanges or engaging in trading ETN.

9 REGULATORY STATUS

9.1 ETN is not currently regulated within England and Wales as an investment product. This means that it does not benefit from protections such as the Financial Services Compensation Scheme or the Financial Ombudsman Service.

9.2 We do not warrant, represent or guarantee that your use of our Services or the Digital Content is appropriate for use or available in your territory. You are responsible for ascertaining and monitoring the legal status of our Services and Digital Content in your territory and you do this at your own risk.

9.3 We will comply with all relevant cryptocurrency laws in England and Wales.

10 TAXATION

10.1 We make no representation as to the tax status of your use of our Services or Digital Content.

10.2 You are solely responsible for determining your tax liability in relation to your use of our Services and Digital Content and must take your own tax and other professional advice in your territory.

11 INFORMATION PROVIDED BY US

11.1 The information provided by us is provided for general information only. It is not intended to amount to advice on which you should rely.

11.2 You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of any information provided by us.

12 USER RESTRICTIONS

Our Services and Digital Content are directed at users aged 18 or older only. Where we have reason to believe you are under the age of 18, we reserve the right to take any of the actions described in clause 27 below.

13 YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

13.1 When you use the Online Wallet or App, you will be asked to provide a password and pin number. You must keep your password, pin number and all other information provided as part of our security procedures safe and confidential. You must not disclose this information to any third party.

13.2 You must use a unique password and pin number which you do not use for any other service, product or digital content.

13.3 You are responsible for ensuring and maintaining the security of any device on which you use or access our Services or Digital Content.

13.4 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at https://support.electroneum.com.

14 YOUR WALLET ID

For security and technical operational purposes, we may in exceptional circumstances need to change your wallet ID. Where we need to do so we will provide you with reasonable notice and you agree to provide us with all reasonable information and assistance in making such changes.

15 UNSOLICITED TRANSFERS TO US

15.1 Where unsolicited transfers of ETN or any other cryptocurrency are made to any account or Wallet owned or operated by us, we are under no obligation or duty to return such ETN or other cryptocurrency and such funds may be placed in a suspense account or isolated in some other way at our discretion, pending investigation and/or resolution of the underlying reasons for that unsolicited transaction.

15.2 Where we have reason to believe that an unsolicited transfer of cryptocurrency may involve an attempt to conduct unlawful activities, we will report such transfers to the relevant legal, regulatory or enforcement authorities. We will co-operate with those authorities during any subsequent investigation or prosecution.

15.3 Until the status of an unsolicited transfer is determined to our reasonable satisfaction we shall retain the transferred funds, following which we will sell such funds and distribute the proceeds to a charity or charities of our choice.

16 PRIVATE KEY AND WALLET SECURITY

16.1 ETN is stored in Online Wallets and Offline Wallets. You can access your Online Wallet via the App or our website.

16.2 Your Offline Wallet contains your private spend and private view keys. These keys are irreplaceable and if compromised we will be unable to retrieve the balance of your Offline Wallet.

16.3 You:

16.3.1 must keep your private keys safe at all times and must not disclose or transfer (or permit to be disclosed or transferred) such keys to any third party than in the course of transferring ETN into an Online Wallet;

16.3.2 must not use the same Offline Wallet more than once after you have transferred funds from it into an Online Wallet (see our Best Practice guidance ). When we facilitate a transfer of ETN from an Offline Wallet into an Online Wallet we will only receive your Offline Wallet private keys via a secure communication protocol, currently HTTPS (or as we may vary from time to time), however we do not warrant, represent or guarantee the security of any Offline Wallet following such transfer; and

16.3.3 acknowledge that Offline Wallets and their private keys are accessed, used, stored, transferred or otherwise disclosed and managed entirely at your own risk.

16.4 We keep the private keys for your Online Wallet. We endeavour to make all reasonable efforts to maintain the security of your Online Wallet private keys by taking precautions including (but not limited to):

16.4.1 encryption of your private spend key within our database;

16.4.2 encryption of the file system on which your encrypted private keys’ access codes are stored; and

16.4.3 firewalling of the access to the encrypted file storage in which your encrypted private keys’ access codes are stored.

16.5 We cannot warrant, represent or guarantee the security of your Online Wallet or use of the App. If any third party gains access to your private keys, your ETN may never be recovered.

16.6 You must comply with the “Best Practice” guidance set out on our website (as amended from time to time).

17 MOBILE MINING

17.1 The App provides access to our mobile mining function through which ETN may be periodically added to your pending balance whilst the app remains running on your mobile phone and connected to https://electroneum.com (“Mobile Miner”).

17.2 You must:

17.2.1 only use the Mobile Miner on mobile phones and not on any other device;

17.2.2 only use the Mobile Miner on one mobile phone per account and only one account per person, which you hold with us;

17.2.3 not emulate the Mobile Miner on any device regardless of whether physical or virtual;

17.2.4 not adapt, reverse engineer, decompile, disassemble, or modify the Mobile Miner; and

17.2.5 only use the Mobile Miner for lawful purposes.

17.3 Any breach of clause 17.2 shall entitle us to permanently disable your access to the Mobile Miner without further notice to you.

17.4 You are responsible for ensuring that your mobile phone meets the minimum system requirements set out at clause 22.

17.5 In order to benefit from use of the Mobile Miner your mobile phone must be connected https://electroneum.com and the App must be running on it. You must monitor your use of the App and we shall not be liable in any way for any loss, damage, expense or liability you may incur (including mobile data or other charges) as a result of your use of the App.

17.6 The amount of any payment of ETN made by us to you, the payment threshold and rate at which ETN may be added to your pending balance as a result of your use of the Mobile Miner, are subject to change and determined by us at our absolute discretion. We offer no representation, warranty or guarantee as to the amount of ETN which may be generated through your use of the Mobile Miner.

17.7 We make no warranty, representation or guarantee as to the regulatory or tax status regarding your access and use of the Mobile Miner: please refer to clauses 9 and 10 of these terms.

18 DIGITAL CONTENT DOWNLOADS

18.1 We make our Digital Content available for use and download from our website (https://electroneum.com/) which link to the Google Play Store and Apple App Store (“Approved Marketplaces”). You must only use our Services or download the Digital Content via our website link to the Approved Marketplaces.

18.2 All Digital Content made available by us on Approved Marketplaces is described as being developed by us. If you wish to download the Digital Content, you should do so only after following links contained on our official. We do not endorse and are in no way affiliated with any other platforms or software which purport to provide access to, or integrate with, our Services or Digital Content.

18.3 Whilst we make reasonable efforts to get taken down from the Approved Marketplaces or elsewhere any malicious fake, scam or cloned mobile applications, software, websites or other content which purports to be affiliated with us, we shall be in no way liable for any loss or damage you may incur as a result of your use or download of such mobile applications.

19 LICENCE

In return for your agreeing to comply with these terms you may access and use any of our Digital Content on a non-exclusive, non-transferable basis without the right to grant sub-licences.

20 LICENCE RESTRICTIONS

The licence granted under clause 19 above are subject to the following restrictions:

20.1 Your use of the Digital Content is restricted to use in object code form only.

20.2 You may make copies of the Digital Content for back-up purposes.

20.3 Except as stated in clause 20.2 above or otherwise permitted by law in your jurisdiction, you have no right (and must not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, run emulations of, or make error corrections to the Digital Content in whole or in part except to the extent that any reduction of the Digital Content to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for your lawful use of the Digital Content.

20.4 You must not use the App or the Mobile Miner on any device other than a mobile phone.

21 NEW RELEASES AND UPDATES

21.1 We may provide to you free supplementary software code or updates of the Digital Content. If we do so, you must install all such supplementary software code or updates promptly upon release.

21.2 If we make supplementary software code or updates available to you in order to address security or other issues which we (at our absolute discretion deem critical), you must install such supplementary software code or updates. If you choose not to do so you may not be able to continue using our Services or the Digital Content and you acknowledge the security risks of using outdated Digital Content.

22 SYSTEM REQUIREMENTS

22.1 You are responsible for ensuring that your phone / device meets the minimum operating requirements for the Digital Content. Please refer to the Best Practice guidance set out on our website.

23 OUR OBLIGATIONS TO YOU

23.1 Our Digital Content is provided to you on an “as is” basis. You accept responsibility for selection of the Digital Content to achieve your intended results and acknowledge that the Digital Content has not been developed to meet your individual requirements.

23.2 Due to the nature of software, we cannot warrant that your use of the Digital Content will be uninterrupted or error-free. Whilst we take all reasonable precautions to ensure that the Services and Digital Content are secure, we cannot guarantee that the Services and Digital Content are immune from various forms of attack by malicious third parties.

23.3 During periods of high demand users may experience transaction delays or (in a minority of circumstances) failures. You acknowledge that the service or the Digital Content may be subject to limitations, delays and other problems inherent in the use of blockchain technology and internet communications facilities.

23.4 We may limit or restrict your access to the Services or Digital Content in order to perform maintenance, updates or improvements.

23.5 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to these terms, our Services or the Digital Content, whether express or implied.

24 PROHIBITED USES

24.1 You must use our Services and Digital Content only for lawful purposes. You must not use our Services or Digital Content:

24.1.1 In any way that breaches any applicable local, national or international law or regulation.

24.1.2 In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

24.1.3 For the purpose of harming or attempting to harm any one in any way.

24.1.4 To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

24.1.5 To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

24.1.6 To attempt to multiple spend ETN or any other cryptocurrency.

24.1.7 Otherwise than in accordance with generally accepted cryptocurrency industry good practice.

24.2 You also agree not to access without authority, interfere with, damage or disrupt:

24.2.1 any equipment or network on which our Services or Digital Content are stored or installed;

24.2.2 any software used in the provision of our Services or Digital Content; or

24.2.3 any equipment or network or software owned or used by any third party.

24.3 Where your use of our Services and Digital Content is unlawful we will report such activities to the relevant legal, regulatory or enforcement authorities. We will co-operate with those authorities during any subsequent investigation or prosecution.

25 OUR LIABILITY TO YOU

25.1 We provide Services and Digital Content which facilitate the use of ETN. We do not represent, investigate, or contract on behalf of users. As such, by entering into a transaction with another user via our Services or Digital Content you agree that we are not responsible for and shall not be liable to you, or to any third party, in relation to a transaction, or for any acts or omissions of other users of our Services or Digital Content. You must conduct your own due diligence and enquiries before entering into any transaction with another user.

25.2 Nothing in these terms shall limit or exclude our liability for:

25.2.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

25.2.2 fraud or fraudulent misrepresentation; or

25.2.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability.

25.3 Except to the extent expressly stated in these terms, all terms implied by statute, common law or otherwise are excluded, including implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

25.4 Subject to clause 2: we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with your use of the Services or Digital Content.

25.5 Where there is any dispute between you and another user, we may (in our absolute discretion) provide such assistance to you as we consider to be reasonable in the circumstances, but we will not be responsible for resolving or mediating such dispute. Any such disputes must be taken up by you with the relevant user who is directly responsible to you for such matters.

26 INTELLECTUAL PROPERTY RIGHTS

26.1 In this clause, “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

26.2 You acknowledge that all Intellectual Property Rights in the Digital Content, supplementary software code or updates to it belong and shall belong to us, and you shall have no rights in or to the Digital Content other than the right to use it in accordance with these terms.

27 TERM AND TERMINATION

27.1 These terms (as updated from time to time) apply for as long as you use our Services or the Digital Content.

27.2 When we consider that a breach of these terms has occurred, we may take such action as we deem appropriate. Failure to comply with these terms of use may result in our taking all or any of the following actions:

27.2.1 Immediate, temporary or permanent withdrawal of your right to use our Services and Digital Content (or any part of them).

27.2.2 Issue of a warning to you.

27.2.3 Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

27.2.4 Further legal action against you.

27.2.5 Disclosure of such information to law enforcement, regulatory or other authorities as we reasonably feel is necessary or as required by law.

27.3 We may also take the actions outlined in clause 27.2 above:

27.3.1 pursuant to any ruling, order or instruction from any relevant legal, regulatory or other enforcement authority; or

27.3.2 following any change in the laws or regulations in your territory which renders our supply of Services or Digital Content to you unlawful.

27.4 Under certain circumstance we have the right to confiscate or freeze your Online Wallet:

27.4.1 pursuant to any ruling, order or instruction from any relevant legal, regulatory or other enforcement authority; or

27.4.2 following any change in the laws or regulations in your territory which renders our supply of Services or Digital Content to you unlawful but for the avoidance of doubt, we do not have the ability to interact with any Offline Wallet.

27.5 On termination of your access to our Services and Digital Content:

27.5.1 all rights granted to you under these terms shall cease;

27.5.2 you must cease all activities authorised by these terms; and

27.5.3 you must immediately destroy or return to us all copies of the Digital Content then in your possession, custody or control.

27.6 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination of your access to our Services or Digital Content shall remain in full force and effect.

28 OUR RIGHTS TO MAKE CHANGES

We may make changes to these terms or to our Services or Digital Content from time to time to reflect changes to our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

29 OTHER TERMS MAY ALSO APPLY

29.1 The ways in which you can use our Services and the Digital Content may also be controlled by the rules and policies of other service providers including (but not limited to)

29.1.1 Cryptocurrency exchanges: please see https://electroneum.com/exchanges/ for a list of cryptocurrency exchanges on which ETN is currently traded and check the rules and policies of such exchanges before use; and

29.1.2 Approved Marketplaces:

29.1.2.1 Google Play Store;

29.1.2.2 Apple App Store.

29.2 Where other rules and policies do apply, such other rules and policies will take precedence in the event of a conflict with these terms.

30 HOW WE USE YOUR PERSONAL INFORMATION

We will use the personal information you provide to us in accordance with our Privacy and Cookies Policy.

31 OTHER IMPORTANT TERMS

31.1 We are not responsible for events outside our control. If the provision of our Services or the Digital Content is delayed or prevented by an event outside our control then we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

31.2 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always use our reasonable endeavours to notify you of this in writing if this happens.

31.3 You need our consent to transfer your rights to someone else. You may not transfer your rights or your obligations under these terms to another person unless we specifically agree to this in writing.

31.4 We are not your partners or agents. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between us and you, constitute either us or you as the agent of any other party, or authorise us or you to enter into any commitments for or on behalf of any other party.

31.5 Nobody else has any rights under these terms. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

31.6 If a court finds part of these terms illegal, the rest will continue in force. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

31.7 Even if we delay in enforcing these terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

31.8 Which laws apply to these and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.