THE OFFERING AND ISSUANCE OF THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO IS NOT ACCOMPANIED BY A PROSPECTUS REGISTERED WITH ANY MONETARY AUTHORITY. THESE SECURITIES MAY NOT BE RE-OFFERED OR RESOLD UNLESS THE RE-OFFER AND RESALE ARE MADE IN COMPLIANCE WITH THE SECURITIES AND FUTURES ACT OF THE COUNTRY THE BUYER BELONGS TO.

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

SONICESONICE UK LTD (SN2) December 2021

THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the “Investor”) of EURO € [_____________] (the “Purchase Amount”) on or about [Date of Safe], [Company Name], Company Registration number {. . .}, a private limited company incorporated in the UK (the “Company”), hereby issues to the Investor the right to certain of the Company’s Capital Shares equal to of subject to the terms described below.

The Company and the Investor agree that neither one has modified the form, except to fill in blanks and bracketed terms.

The “Post-Money Valuation Cap” is EURO € [_____________]. See Section 2 of SAFE for certain additional defined terms.

1. Background information

SN2 is raising finance through the sale of hybrid security tokens named msc1 in accordance with European law underlying securities sales without a prospectus.

Their hybrid nature comprises two financial instruments.

A security asset one and an asset mining other.

The msc1 asset’s security comprises two financial instruments.

The first, covering the equivalent to 55% of its spot value will be initially deposits of CHF in a dedicated for that reason bank account. In the future this part will be covered by underwriter-secured third-party debt.

The second, covering the equivalent to 45% will be company SAFEs.

The msc1 will be also mined based on usage. Tokens allowed by their holders to be used to cover for example, systemic needs for liquidity or the provision of trust to other entities within the Closed Loop Economies created, will be rewarded yearly with free tokens depending on the size of their holdings and the duration of the provision of the facilities.

The mechanism underlying the provision of free assets is described below.

The msc1 asset’s price will be allowed to fluctuate within any given day, based on a min and a max curve deriving from historical data. To do so SN2 designed a price stabilization mechanism. This is AI based. One of the methods used by it will be controlling the number of tokens in circulation. The AI will use the reserves of the Hellenium Foundation to distribute free or buy back tokens.

Distribution of free tokens is triggered when the price fluctuation goes above the maximum allowed curve for the day and will be given proportionally to the one’s holdings using an additional multiplier that reflects one’s provision of liquidity, trustlines or market making facilities. There is no upper limit to how many these tokens can be.

Irrespective of all the above the securities have a minimum warrantied return of 6% in the first year and uncapped (no max) return.

To be noted that there will be no further msc1 sales to non-business legal entities in the future.

New msc1 will enter the circulation excluding those from the stabilization mechanism with every new entity registration. The total tokens in circulation will be always those needed for trade to happen.

Initial STO sales will be made only by the Hellenium exchange. Future sales may involve additional crypto-exchanges.

SN2 is seeking to raise a minimum of € 3.64 M and a maximum of € 10 M in this round.

SN2 will use the funding to grow its business and expand geographically.

2. Terms & Conditions of sale

a. Any legal entity from any country can acquire msc1 with the exception of tax citizens of Algeria, Bolivia, China, Colombia, Egypt, Indonesia, Iran, India, Iraq, Nepal, North Macedonia, Turkey and Vietnam.

b. Only 150 investors per country will be allowed to buy the asset. Where a larger number of investors express in writing an interest, it will be in the discretion of SN2 to choose whom to allocate the assets to

c. Entities can invest a maximum amount depending on the country they are taxed at. SN2’s legal team will determine the number of assets and advise potential investors prior to any sale.

d. Entities from most countries will be allowed to buy a minimum set at 1,000 msc1 - depending on the number of investors per country - and up to a maximum of 10,000 msc1 each unless they represent businesses, where limits are variable depending on usage

e. At the post-STO stage, individuals holding the msc1 asset and have received their salaries in msc1 for 12 consecutive months or acting as local Market Makers will be allowed to hold up to 50 times their yearly salary or yearly trade volumes equivalent, respectively, in msc1.

f. The initial price of msc1 is set to 1.82€ at the pre-sale level for up to 2 million msc1. After that period SN2 retains the right to increase its price based on demand.

g. Assets purchased during this round can be sold after 6 months, in their initial price plus 50% of their price increase through the Hellenium exchange explicitly. Asset holders will be advised by email for the time they can exercise their right to sell. Msc1 can be sold at full price, after 12 months through any participating exchange

h. In case the value of msc1 increases over the period of 12 months after purchase by more than 47.7% of its spot purchase value, owning entities may choose to either profit from its sale or exercise their SAFE right.

i. Terms and Conditions of new sales may change, 12 months after this Security Token Offering

j. Msc1 holders will be entitled to use-based mining. (i.e. provision of liquidity or trust lines to third parties where applicable). They can earn free msc1 once a year, from the reserves of the Hellenium Foundation to avoid price deterioration due to the increased quantity of msc1 in circulation. The foundation may buy back msc1 to return to its 30% holding gradually and constantly.

k. The asset’s daily liquidity provision rate will be announced on our website and media.

l. After the STO phase, the number of msc1 that an entity (excluding businesses) can own, will depend on the use of it and cannot exceed 15% of the total msc1 in circulation (Hellenium Foundation’s reserves excluded).

m. Depending on the assets they hold, entities will have priority in becoming market makers, which allows mining in real time instead of once in a year.

n. Holders will be able to issue personal bonds in the future.

o. The underlying law will be this of England.

3. Definitions

“Hybrid Security” is a single financial security that combines two or more different financial instruments

“Market Maker” is any entity authorised entity by SN2 to act as its agent in providing liquidity in local currencies in exchange for msc1.

“SN2” is the trade name of SoNiceSoNice UK Ltd registered in England Reg: 08406482 and VAT: 200 6614 58

“Trust Line” is a persistent entry in the Stellar ledger that trucks the limit entity A trust entity B and for how long this trust is active for. It is used to underwrite risk in exchange for tangible and intangible rewards.

SAFE (Simple Agreement for Future Equity) covering the 45% of the sale’s value

1. Events

(a) Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of Standard Preference Shares equal to the 45% Purchase Amount divided by the lowest price per share of the Standard Preference Shares; or (2) the number of Safe Preference Shares equal to the 45% Purchase Amount divided by the Safe Price.

In connection with the automatic conversion of this Safe into Standard Preference Shares or Safe Preference Shares, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preference Shares, with appropriate variations for the Safe Preference Shares if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

(b) Liquidity Event. If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the 45% Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of Ordinary Shares equal to the 45% Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws.

Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d).

(c) Dissolution Event. If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the 45% Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

(d) Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preference Shares. The Investor’s right to receive its 45% Cash-Out Amount is:

(i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Shares);

(ii) On par with payments for other Safes and/or Preference Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preference Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preference Shares in proportion to the full payments that would otherwise be due; and

(iii) Senior to payments for Ordinary Shares.

The Investor’s right to receive its Conversion Amount is (A) on par with payments for Ordinary Shares and other Safes and/or Preference Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

(e) Termination. This Safe will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this Safe) immediately following the earliest to occur of: (i) the issuance of Capital Shares to the Investor pursuant to the automatic conversion of this Safe under Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b) or Section 1(c).

2. Definitions

“Capital Shares” means the shares in the capital of the Company, including, without limitation, the “Ordinary Shares” and the “Preference Shares.”

“Change of Control” means (i) a transfer (whether by merger, consolidation, exchange or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s securities or Capital Shares if, after such closing, such person or group of affiliated persons would hold at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity, (ii) any reorganization, scheme of arrangement, merger, amalgamation or other consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Group Companies.

“Company Capitalization” is calculated as of immediately prior to the Equity Financing and (without double-counting, in each case calculated on an as-converted to Ordinary Shares basis):

• Includes all Capital Shares issued and outstanding;

• Includes all Converting Securities;

• Includes all (i) issued and outstanding Options and (ii) Promised Options; and

• Includes the Unissued Option Pool, except that any increase to the Unissued Option Pool in connection with the Equity Financing shall only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase.

“Converting Securities” includes this Safe and other convertible securities issued by the Company, including but not limited to: (i) other Safes; (ii) convertible promissory notes and other convertible debt instruments; and (iii) convertible securities that have the right to convert into Capital Shares.

“Direct Listing” means (i) the Company’s initial listing of its Ordinary Shares (other than Ordinary Shares not eligible for resale under the per country relevant Securities Act) as approved by the Company’s board of directors, or (ii) any analogous listing not involving any underwritten offering of securities in any exchange located in a jurisdiction other than the UK. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and shall not involve any underwriting services.

“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

“Dividend Amount” means, with respect to any date on which the Company pays a dividend on its outstanding Ordinary Shares, the amount of such dividend that is paid per Ordinary Share multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preference Shares at a fixed valuation, including but not limited to, a pre-money or post-money valuation.

“Group Companies” means the Company and the Company’s subsidiaries from time to time.

“Initial Public Offering” means the closing of the Company’s first firm commitment underwritten initial public offering of Ordinary Shares in conjunction with the listing of such Ordinary Shares on any securities exchange, which shall be deemed to have occurred upon the consummation of the listing transaction as prescribed under the listing rules of the applicable securities exchange.

“Liquidity Capitalization” is calculated as of immediately prior to the Liquidity Event, and (without double- counting, in each case calculated on an as-converted to Ordinary Shares basis):

• Includes all Capital Shares issued and outstanding;

• Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options;

• Includes all Converting Securities, other than any Safes and other convertible securities (including without limitation Preference Shares) where the holders of such securities are receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments; and

• Excludes the Unissued Option Pool.

“Liquidity Event” means a Change of Control, a Direct Listing or an Initial Public Offering.

“Liquidity Price” means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

“Options” includes options, restricted share awards or purchases, restricted share units, share appreciation rights, warrants or similar securities, vested or unvested.

“Ordinary Shares” means the Company's ordinary shares.

“Preference Shares” means the Company's preference shares.

“Proceeds” means cash and other assets (including without limitation share consideration) that are proceeds from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution.

“Promised Options” means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or the consummation of the Liquidity Event, if there is no term sheet or letter of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preference Shares’ price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.

“Safe” means an instrument containing a future right to Capital Shares, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company’s business operations. References to “this Safe” mean this specific instrument.

“Safe Preference Shares” means shares of the series of Preference Shares issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the Standard Preference Shares, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Safe Price; (ii) the basis for any dividend rights, which will be based on the Safe Price; and (iii) to the extent applicable, the basis for the redemption price, which will be based on the Safe Price.

“Safe Price” means the price per share equal to the 45% Post-Money Valuation Cap divided by the Company Capitalization.

“Standard Preference Shares” means the shares of the series of Preference Shares issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.

“Unissued Option Pool” means all Capital Shares that are reserved, available for future grant and not subject to any outstanding Options or Promised Options (but in the case of a Liquidity Event, only to the extent Proceeds are payable on such Promised Options) under any equity incentive or similar Company plan.

3. Company Representations

(a) The Company is a private limited company, duly organized, validly existing and in good standing under the laws of UK, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Safe is within the power of the Company and has been duly authorized by all necessary actions on the part of the Company (subject to Section 3(d)). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the Company is not in violation of (i) its current constitution, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(c) The performance and consummation of the transactions contemplated by this Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any security interest, encumbrance or lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(d) No consents or approvals are required in connection with the performance of this Safe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Shares issuable pursuant to Section 1.

(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

4. Investor Representations

(a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) The Investor has been advised that the offering and issuance of this Safe and the underlying securities is not accompanied by a prospectus that is registered with the Monetary Authority of the UK and, therefore, cannot be resold unless such subsequent offer is made in compliance with the FSA. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

5. Miscellaneous

(a) Any provision of this Safe may be amended, waived or modified by written consent of the Company and either (i) the Investor or (ii) the majority-in-interest of all then-outstanding Safes with the same “Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes lacking one or both of such terms will be considered to be the same with respect to such term(s)), provided that with respect to clause (ii): (A) the Purchase Amount may not be amended, waived or modified in this manner, (B) the consent of the Investor and each holder of such Safes must be solicited (even if not obtained), and (C) such amendment, waiver or modification treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes.

(b) Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or by internationally recognized overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.

(c) The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of Capital Shares for any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company shareholder or rights to vote for the election of directors or on any matter submitted to Company shareholders, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have been issued on the terms described in Section 1. However, if the Company pays a dividend on outstanding Ordinary Shares (that is not payable in Ordinary Shares) while this Safe is outstanding, the Company will pay the Dividend Amount to the Investor at the same time.

(d) Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the Company’s consent by the Investor (i) to the Investor’s estate, heirs, executors, administrators, guardians and/or successors in the event of the Investor’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign this Safe in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile.

(e) In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively operate to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(f) The parties agree that this Safe (and all the rights and obligations hereunder) shall be governed by, and construed and enforced in accordance with, the laws of the UK. Each party hereby submits to the non-exclusive jurisdiction of the Courts of England.

Mining

In the new economic realities msc1 will be used as the prime unit of exchange within Closed Loop Economies (CLEs) https://bit.ly/3IYONKJ.

The notions on interest rate and inflation within these realities are absent.

Tangible benefits to the asset’s holders will comprise of three parts. Free token, Reward tokens and from expected asset’s price increase.

All three of them depend on asset usage. Allocation of one’s holdings can be manual or AI assisted (automated). Assisted provision incur service provision fees payable monthly. These fees vary depending on the complexity of the smart contract underlying the provision and is capped to 15% of one’s rewards.

Accounts will qualify for rewards in the cases of:

• provision of liquidity to cover daily trading needs of entities within these CLEs,

• the provision of an underwriting function to trading parties or

• the act of Market Making

Rewards for each case will be as following:

• For the provision of liquidity, the equivalent of |2.5%| of the daily increase of the asset in question multiplied by the amount of assets used and by the times this provision was made. This is capped at |5%|. Example: If an entity release 1000 msc1 of its holdings to assist systemic liquidity and these are used 5 times during that day while the daily increase of the value of msc1 was 2% then the holder will be entitled to 1000*0.025*5*0.02=0.5 msc1. The above is accurate only if the daily increase of the asset is positive. If the provision of liquidity happens during a day with zero or negative price increase (which is highly unlikely) then the earnings will be a standard 0.01 msc1 per 1000 units used or 3% per calendar month of the asset’s negative growth.

• For the provision of an underwriting function of 1000 msc1 towards an entity within a CLE the equivalent of 1.5 msc1 of the trust line per 30 calendar days.

• For the act of Market Making the equivalent of 0.5% of the amount exchanged.

Free tokens distribution will be offered proportionally to an entity’s holdings using a multiplier that reflects the entity’s contribution to the system. Holders will be able to add these tokens to their provision facilities but will not be able to sell them for a period of 90 calendar days

During this period the Hellenium foundation will be able to buy them back if needed at the closing price of the day the assets were distributed. This is necessary in order for the Hellenium Foundation reserves to be at a certain level for the stabilization mechanism to function.

After the period of 90 calendar days holders will be allowed to freely sell these assets.

Idle account acting similarly to money in a safe deposit will be highly discouraged and will not be considered for any of the reward allocations, other than the asset’s price increase.

EIS – Applicable to UK taxed entities

UK taxed entities including newly formed ones will be able to invest in msc1 and benefit from EIS SN2’s status.

EIS is a UK government initiative which encourage innovation by granting private investors a significant tax break when investing in early-stage companies.

Taxpayers can claim tax relief of 30% on investments of up to £1 million (or up to £2 million if the money is invested in knowledge-intensive companies). Investors In addition to the tax credit, the EIS also eliminates the capital gains tax on those shares when the individual decides to sell said shares. Interested investors can purchase shares of the qualifying companies from them directly or through an EIS fund.

Seeing EIS as a security instrument means that for entities taxed in the UK, the total coverage in investing in msc1 exceeds the 136% !

For more info about the EIS one may visit https://www.investopedia.com/terms/e/enterprise-investment-scheme-eis.asp

(Signature page follows)

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered.

[COMPANY NAME]



By:

[name]

[title]

Address:



Email:

INVESTOR:

By:

Name:

Title:



Address:



Email:

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Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

PROHIBITED ACTIVITIES>

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us

2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses

3. Use a buying agent or purchasing agent to make purchases on the Site

4. Use the Site to advertise or offer to sell goods and services

5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein

6. Engage in unauthorized framing of or linking to the Site

7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords

8. Make improper use of our support services or submit false reports of abuse or misconduct

9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools

10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site

11. Attempt to impersonate another user or person or use the username of another user

12. Sell or otherwise transfer your profile

13. Use any information obtained from the Site in order to harass, abuse, or harm another person

14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise

15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site

16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site

17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you

18. Delete the copyright or other proprietary rights notice from any Content

19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code

20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site

21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”)

22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software

23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site

24. Use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use

3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

4. our Contributions are not false, inaccurate, or misleading

5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation

6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us)

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone

8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another

9. Your Contributions do not violate any applicable law, regulation, or rule

10. Your Contributions do not violate the privacy or publicity rights of any third party

11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner

12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors

13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use anddistribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party

Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Republic of Panama applicable to agreements made and to be entirely performed within the Republic of Panama, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the Republic of Panama. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the Republic of Panama, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

DISTRIBUTED TECHNOLOGIES PTY CORP

City of Knowledge, Clayton, Ancón

Panama City 07098

Republic of Panama

info@cryptobuyer.io

This website and its content is copyright of [memeplex] - [Hellenium] © [SoniceSonice] [2022]. All rights reserved.

Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following:

• you may print or download to a local hard disk extracts for your personal and non-commercial use only

• you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.

The Hellenium Project and its subsidiaries (“Hellenium”, “we” or “us”) welcome you to our website, mobile applications and other services provided via electronic means (together referred to as “Electronic Services”) and appreciate your interest in our products and services. Hellenium attaches importance to appropriate data protection. This page explains how we treat your personal data in connection with your use of our Electronic Services (“Privacy Policy”). By continuing to use the Hellenium, you confirm that you are 18 years of age or older. Please note that we may amend this Privacy Policy from time to time. The applicable version is always the current one, as referenced above (last updated).

Purpose and scope of the privacy policy

Protecting your privacy and treating the personal data of all users of our Electronic Services in accordance with the law is important to us. We understand that by using our Electronic Services you may be entrusting us with personal information (“data”) and assure you that we take our duty to protect and safeguard this data very seriously. This Privacy Policy therefore explains the kind of data we process when using our Electronic Services, the purpose for which we process it, how we process it, whom we may disclose it to and the security measures we have put in place to protect it.
This Privacy Policy applies to all data we obtain through your use of our Electronic Services. It does not apply to data we obtain through other channels nor to Electronic Services of third parties (“third-party Electronic Services”), even if you access them via a link in our Electronic Services or even if they are necessary for the operation of our Electronic Services. We have no influence on the content or privacy policy of third-party Electronic Services and therefore cannot assume any responsibility for them.

Types of data being processed

When you use our Electronic Services, details of your usage may be automatically registered by our backend systems (such as your IP address, browser, http-header user agent, device-specific information the content you accessed, including time and date of access, usage and user interaction, and the redirecting website from which you came to our Electronic Services). We also process personal data such as your name, address, e-mail address, phone number, date of birth, gender and other data transmitted to us if you register for the usage of our Electronic Services or if you complete a registration form or comment field for a newsletter, product demos, etc..

Legal grounds and purpose of data processing

We process the data based on the following legal grounds:

-For the performance of a contract to which you are a party or in order to take steps at your request prior to entering into a contract;
-For compliance with a legal obligation to which we are subject;
-For the purposes of our legitimate interests.
We process the data for the following purposes:

-To comply with bank’s own internal guidelines;
-To check the identity and suitability of clients for certain products and services;
-To establish a basis for future information on the products and services offered by Hellenium and to improve their quality;
-To facilitate technical administration, research and further development in connection with the Hellenium;
-To ensure the security and operation of our IT environment;
-To use it for marketing and advertising measures (e.g. newsletters via e-mail, online advertising);
-To analyse and monitor the usage, user behaviour and navigation while using the Electronic Services;
-To facilitate client administration.

We process all your personal data in accordance with the applicable laws on data protection and for as long as required.

Disclosure of electronic services usage data

Hellenium only discloses Electronic Services usage data to third parties as permitted by law, if we are legally obliged to do so or if such disclosure becomes necessary to enforce our rights, in particular to enforce claims arising from a contractual relationship. Within this scope as well as for the purpose of optimising our products and services, we may transmit data within the Hellenium Group between Group companies in Switzerland or abroad. Furthermore, we may disclose data to external service providers if this is necessary for the provision of products and services. Such service providers may not use the data for any other purpose than to process the order in question. All of the above persons and entities that may receive data must observe the applicable national and international data protection laws as well as the data protection standards of Hellenium.
Where so prescribed by applicable legislation, Hellenium may on request or under an ongoing duty to provide information disclose data to supervisory authorities, judicial authorities or other persons of authority.

Security measures of Hellenium

Hellenium will make every effort to take appropriate technical and organisational security measures to ensure that your personal data processed within the IT environment controlled by Hellenium is protected against unauthorised access, misuse, loss and/or destruction, taking account of the applicable legal and regulatory requirements.
Hellenium takes both physical and electronic process-specific security measures, including firewalls, personal passwords, and encryption and authentication technologies. Our employees and the service providers commissioned by us are bound by professional secrecy and must comply with all data protection provisions.
Additionally, access to personal data is restricted to only those employees, contractors and third parties who require this access in order to assure the purpose of data processing and the provision of products and services (need to know principle).

Transmission of data via an open network

Hellenium would like to draw your attention to the fact that if you use our Electronic Services via an open network, this may allow third parties (e.g. app stores, network providers or the manufacturer of your device), wherever they are located, to access and process your data. Open networks are beyond Hellenium’s control and can therefore not be regarded as a secure environment. Any transmission of data via such open network cannot be guaranteed to be secure or error-free as data may be intercepted, amended, corrupted, lost, destroyed, arrive late or incomplete, contain viruses or may be monitored. In particular, data sent via an open network may leave the country – even where both sender and recipient are in the same country – and may be transmitted to and potentially processed in third-party countries, where data protection requirements may be lower than in your country of residence.
Where data is transmitted via an open network, we cannot be held responsible for the protection of this data and we accept no responsibility or liability for the security of your data during transmission. We, therefore, recommend avoiding the transmission of any confidential information via open networks.

Cookies

The Hellenium use cookies for statistical purposes as a tool for our web developers and to improve the user experience. Cookies are small files which are stored on your electronic device to keep track of your visit to the Electronic Services and your preferences; as you move between pages, and sometimes to save settings between visits. Cookies help the builders of Electronic Services gather statistics about how often people visit certain areas of the site, and help in tailoring Electronic Services to be more useful and user-friendly.
Please note that most web browsers accept cookies automatically. You can configure your browser to not save any or only certain cookies on your electronic device or to always display a warning before receiving a new cookie. Deactivating cookies can, however, prevent you from using certain functions on our Electronic Services.
Please click here to let us know how we can use cookies. You can withdraw your consent at any time. These settings do not apply to Hellenium mobile applications.
Remark: For some Electronic Services, cookies are only persistent during user session and will be deleted after the session is terminated.

Analysis tools

We use various analysis tools from third parties such as Google Analytics for the purpose of reporting for Electronic Services. This involves the creation of pseudo-anonymised data and use of cookies to help analyse how users use our Electronic Services. The information about your use generated by these cookies, such as the

-host name of the accessing electronic device (masked IP address)
-type/version of browser used
-operating system
-referrer URL (website from which visitors are redirected to the Hellenium by clicking a link)
-date and time of server request
-device-specific information

may be transmitted to third party servers located in countries outside of the European Union and is used for analysis purposes.
Please click here to let us know how we can use cookies. You can withdraw your consent at any time. These settings do not apply to Hellenium mobile applications.
Please refer to the previous section, “Cookies”, for information on deleting cookies.

Links

The Hellenium may contain links to third-party Electronic Services that are not operated or monitored by us. Please be aware that such third-party Electronic Services are not bound by this Privacy Policy and that we are not responsible for their content or their principles regarding the handling of personal data. We therefore recommend consulting and checking the individual privacy policies or terms of use of third-party Electronic Services.

Data subject rights

According to applicable data protection laws and regulations, you may have the following rights:

-requesting information on personal data that we hold about you,
-demanding that the information be rectified should it be incorrect,
-asking that your data be deleted if the Bank is not permitted or is not legally obliged to retain the data,
-demanding that the processing of your data be restricted,
-objecting to the processing by us,
-transferred in a generally useable, machine-readable, and standardised format.

You also have a right of appeal (as far as this affects you) to the respective Data Protection Supervisory Authority

Questions / Contact

If you have questions about the processing of your personal data, please feel free to contact us by using the following contact details:

Hellenium & Co. Ltd.
Global Data Protection Officer P.O.
Box 8010 Zurich, Switzerland
dataprivacy@juliusbaer.com