Terms and Conditions

1.1.To be eligible for our Services, you must register for an account through our Services (the "User Account", "FLOIN Account" or "Account") and you must

• not be located in, nor be a citizen, resident or tax resident of or otherwise be a tax liable person of any sanction lists or the prohibited countries list of FLOIN (https://support.floin.com/support/solutions/articles/103000063816-country-list) and also no Politically Exposed Person (PEP). Sanction lists include both lists of sanctioned states (country lists) and lists of sanctioned persons (name lists) (the "Restricted Locations");

• have full legal capacity to enter into a contract; and

• be the higher of (i) the applicable legal age (ii) 18 years of age;

• not have been previously suspended or banned from using our Services;

• acting as ultimate beneficial owner.

1.2.You further represent and warrant to us in opening an Account with us that you did not previously register and have an existing Account and that you are not acting on behalf of or for the benefit of, anyone else, unless you are opening the Account for and under the direction of the company, business or legal entity that employs you or has duly authorized you as their legal representative to open an Account with FLOIN in their name and on their behalf, which you fully disclose. If you use any Services on behalf of or as a business entity, you agree to these Terms on behalf of yourself and any such business entity, and you represent and warrant that you have the authority to bind the company, business or legal entity to these Terms and that both you personally and the business entity/user will be jointly and severally liable regarding all matters under these Terms. You confirm and warrant that when using the Services, you are solely acting on your behalf or as the ultimate beneficial owner and not on the behalf of any other party, legal or natural, which you signify by clicking a corresponding checkbox or statement. You also confirm and warrant that you are not a PEP by clicking a corresponding checkbox or statement. If you do not agree to using the Services as ultimate beneficial owner or if you are a PEP, you must refrain from using the Services unless the board of director agrees to the onboarding in line with appropriate compliance and due diligence.

1.3.We may restrict or prohibit use of all or a portion of the Services for Restricted Locations. You represent and warrant that you are located in the territory or country which you asserted at the time of Account registration and that you are not located in any Restricted Location.

1.3.If you are using the Services for business purposes on behalf of an entrepreneurial, business or legal entity:

• you disclose on whose authority you are acting upon;

• you represent and warrant that you are authorized to bind that entity to these Terms

• all references to "you" will refer to you and that entity; and

• that entity agrees to be responsible for you and any other user that accesses the Services on its behalf, including for your and their compliance with these Terms;

• you warrant that you are acting as ultimate beneficial owner.

1.5.You agree to provide accurate, current and complete information and documentation about you, your identity and location in connection with creating your FLOIN Account for identity verification and other screening procedures; keep your FLOIN Account information updated at all times; immediately notify us if you change your country of residency or if any other information previously provided to FLOIN changes; not use a password for your FLOIN Account that you use for any other website or online service; protect the security of your FLOIN Account, including not sharing your credentials with any third party; and immediately notify us if you discover or otherwise suspect any unauthorized access or use related to the Services or your FLOIN Account.

1.6.If you have applied for another FLOIN Account in the past with any of the same information, we reserve the right to not approve the new FLOIN Account and you may be required to access and use your previously approved FLOIN Account. If you were previously denied a FLOIN Account, or had a FLOIN Account closed by us, you may not be able to reapply for a FLOIN Account.

1.7.We may require you to provide additional information to verify your or your business’ identity as a condition to providing the Services to you, or before we permit you to make transactions, use our Services or receive or withdraw Virtual Assets from your Account. We may make, directly or through use of third party tools, or through third parties, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases, population registers or credit reports. You authorize us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Account with us or in the event of a dispute relating to these Terms and activity under your Account.

1.8.You can review the personal or business information you have provided us and make any desired changes to such information, or to the settings for your FLOIN Account at any time, by logging into your Account profile and changing your preferences or contacting our support. You can also terminate your Account through our website. If you terminate your Account, we will mark your Account in our database as "Closed" but will keep your Account information in our database, as required by applicable regulations. This is for instance necessary in order to deter fraud, by ensuring that persons who try to commit fraud will not be able to avoid detection simply by closing their Account and opening a new Account. However, if you close your Account, your personally identifiable information will not be used by us for any further purposes, nor sold or shared with third parties, except as necessary to prevent fraud and assist law enforcement authorities, or as required by law.

1.9.Unless your Account access is restricted (for example, due to suspected unauthorized access or a very prolonged inactivity), you may access your details of executed transactions and other information relating to your Account transaction history and available assets by logging into your Account. Key information relating to your transactions or important updates will be provided to you also via email or other written electronic communication. You can access a downloadable report via your Account profile including all fees incurred and any other amounts charged to your Account in the relevant period. FLOIN reserves the right to charge a fee for providing you with additional information or for providing the transaction history and other information about fees in a different way (other than via downloadable standard reports). The way in which we provide the transaction information will allow you to store and reproduce the information unchanged, for example by printing a copy. You hereby agree to receive your transactions information.

1.10.You will be bound by, and hereby authorize FLOIN to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your Account has been compromised, FLOIN will take reasonable steps to protect your Account, including, for example, to cease to allow actions initiated using any compromised Account passwords.

1.11.Depending on the functions that you seek to enable on your Account and FLOIN’s risk assessment, FLOIN may, in its discretion, require identity verification and other screening procedures pursuant to applicable due diligence laws with respect to you or transactions associated with your FLOIN Account. You may be required to provide FLOIN with certain personal information, including, but not limited to, your full name, full address including country of residence, country of birth, citizenship, telephone number, email address, date of birth, taxpayer identification number, government identification number, government-issued ID/passport or other proof of your identity, and information regarding your bank account, professional occupation, and other information on your source of funds and overall source of wealth. For Enterprise Users additional information may be required, including, but not limited to: Company name, legal form, domicile address, country of domicile, date of incorporation, place and date of entry in the commercial register, if any, as well as the names of the bodies or trustees formally acting on behalf of the legal entity as well as the information identifying the ultimate beneficial owners of this legal entity and corresponding documentation, like public register excerpts, to be confirmed and signed by the counterparty and its respective representative body. You hereby acknowledge that FLOIN, directly, either itself or through third party tools, or through a third party, may make inquiries considered necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (b) query account information associated with your linked bank account (e.g., name or account balance); and (c) take further actions FLOIN reasonably deems necessary based on the results of such inquiries and reports. FLOIN will have no liability or responsibility for any permanent or temporary inability to access or use any Services, as a result of any identity verification or other screening procedures required by applicable due diligence provisions.

2.1.You may use the Website as well as the Services, accessed through your Account, solely in accordance with these Terms and their intended use.

2.1.You may not use the FLOIN Service to conduct, pay for or facilitate activities that:

• violate any law, statute, regulation or a decision of an authority.

• relate to transactions involving:

  • narcotics, steroids, certain controlled substances or other products that present a risk to human safety,

  • drug paraphernalia, tobacco and cigarettes, including electronic cigarettes,

  • items that encourage, promote, facilitate or instruct others to engage in illegal activity,

  • stolen or pirated goods including digital and virtual goods or items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction,

  • the promotion of hate, violence, racial intolerance, or the financial exploitation of a crime,

  • items that are considered obscene, certain sexually oriented materials or services, regulated under applicable law,

  • ammunition, firearms, or certain firearm parts or accessories, or certain weapons or knives regulated under applicable law.

• relate to transactions that:

  • show the personal information of third parties in violation of applicable law,

  • support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or frauds or certain multi-level marketing programs,

  • are associated with purchases of annuities or lottery or gaming contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card,

  • involve certain credit repair, debt settlement services, credit transactions or insurance activities,

  • involve offering or receiving payments for the purpose of bribery or corruption.

• Further, you will not:

  • use the Services or allow a third-party individual or entity to use the Services to commit fraud or otherwise violate the law;

  • engage in conduct that is harassing, threatening, intimidating, or stalking, or that we otherwise deem objectionable;

  • engage in conduct or an act of fraud, extortion or blackmail, that seeks to disseminate falsehoods about the FLOIN or otherwise harm the FLOIN’s reputation and credibility using deception;

  • use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

  • uses the Services to deliberately steal the assets of another user, FLOIN, or affiliated companies, through replay attacks, etc;

  • reverse engineer any aspect of the Services or do anything that might reveal the source code of the Services (except to the extent such restriction is prohibited by applicable law);

  • violate, infringe or misappropriate any intellectual property right, or other third- party right, or commit an unauthorized act or any other prohibited action;

  • reproduce (other than standard website page caching), create derivative works of, publicly perform, publicly display, distribute, sell, rent, lease, timeshare or otherwise commercially exploit the Services, in whole or in part;

  • attempt to bypass or circumvent measures employed to prevent or limit access to any content, area or functionality on the Services;

  • develop any third-party applications that interact with the Services without our prior written consent;

  • use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Services pages or functionality;

  • provide false, inaccurate, or misleading information;

  • use the Services other than for its intended purposes; or

  • use the Services to engage in or promote any activity that violates these Terms.

3.1.You are solely responsible for your use of any external account or wallet or an account or wallet you opened with a third party, and you agree to comply with all Terms applicable to any external account. FLOIN is not responsible for any external account, for any fees charged in connection with any transaction or for the management and security of any external account. If your external account is subject to a breach, you understand this is outside of FLOIN’s control and responsibility and you may only seek damages from the external account provider based on your agreement with them.

3.2.You may send your assets from your FLOIN account to an external account. The amount of assets you may send will be limited to the total amount of assets that are not reserved for execution of any Service and which are in excess of any minimum balance requirements (including as necessary to satisfy any future transactions you have created), less any fees.

3.3.The time needed to complete an external account transaction will depend in part upon the performance of third parties (including the party responsible for maintaining the applicable external account), and FLOIN makes no guarantee regarding the amount of time it may take to complete such transactions. In some cases, the external account may reject a transaction or may otherwise be unavailable. You agree that FLOIN will not be responsible for such rejected transactions or unavailability.

3.4.By granting us access to any external third party accounts, you understand that and agree that we may access, make available and store (if applicable) any content that you have provided to and stored with your external account provider, so that it is visible, accessible or otherwise available on and through our Services, including without limitation any trading activities; and we may submit and receive additional information to your external account provider per your instructions and to the extent you are notified when you link your Account with the Third Party account.

4.1.Authorization. You may initiate various transactions, orders or trades by connecting to our Services and making appropriate selections and entering relevant transactional details as well as validating your transactional instructions through your preferred method of strong authentication, where applicable. The sole transmission to FLOIN of your transactional instructions in the above-described manner shall constitute authorization of such instructions.

4.2.When authorizing a transaction in this manner you instruct FLOIN to execute the transactions immediately (unless otherwise stated) in accordance with your instructions and charge you any applicable fees. It should be noted that FLOIN is not responsible for transaction execution performed by third parties where you may have external accounts.

4.3.The validation of your instructions through the use of the Services shall have the same value as your original signature and shall have the same value in evidence as an original written document.

4.4.You expressly agree that FLOIN is, whenever useful or necessary, entitled to prove its allegations by any means legally admissible in commercial matters. Computerized records or other records effected by FLOIN constitute prima facie evidence of the communications between FLOIN and you and shall have the same value in evidence as an original written document.

4.5.The burden of proof that an executed transaction has not been authorized by you after the appropriate user authentication measures have been satisfactorily completed lies with you. The recording of the use of Services proves that the transaction was authorized by you.

4.6.You represent and warrant that any information you provide through the Services, in connection with a transaction or otherwise, is accurate and complete.

4.7.In the event that we do not detect a fraudulent use or misuse of your credentials and execute a transaction initiated through such credentials or send the transaction for execution to a third- party service, we shall, except in the case of gross negligence or willful misconduct, be deemed to have validly executed your instructions. We will thus be released from any obligation or duty to refund you the assets on the account which have been used in order to execute such transaction.

4.8.Restrictions. We may, at any time, refuse an order or a transaction submitted via the Services, or impose any other conditions or restrictions upon your use of the Services. The reasons for the refusal and the procedure for correcting any factual mistakes that led to the refusal will be notified to you at the latest by the end of the business day following the refusal. FLOIN will be deemed to have satisfied this obligation if it has sent the notification of refusal within the period of execution time regardless of the date of actual receipt by you of such notification. Any notification by FLOIN of a justified refusal of a transaction may result in you being charged a fee.

4.9.FLOIN may, without being obliged or bound to do so, refuse to execute a transaction if:

• the instruction contains any factual error, in particular, incomplete or imprecise transactional details;

• you have breached any of your obligations towards FLOIN under these Terms or any other agreement entered into between you and FLOIN;

• the transactional instruction does not meet the agreed form as set out in these Terms;

• your assets are insufficient to execute the transaction in full;

• the spending limits as may have been agreed upon between you and FLOIN have been reached;

• the transaction cannot be executed in full;

• the transactional instruction has been made by a person who has no power to operate the account;

• FLOIN is legally or contractually obliged or bound to freeze your account or block transactions;

• FLOIN suspects that the security of Services is compromised, e.g., because of a problem or technical failure or because of hacking attacks;

• FLOIN suspects fraud (for example where it has identified suspicious transaction(s)) or has received notification that an incident has occurred);

• FLOIN believes that the execution of the transaction would be contrary to any national or foreign laws, regulations or decisions of authorities or would expose FLOIN to liability risks.

4.10.In the event of transactional instructions that are beyond your account’s permissible use or applicable limits, FLOIN may request additional identifying information from you and must receive such information before processing the transaction. If you fail to provide this additional required information or documentation, the attempted transaction may be refused or suspended by FLOIN, without being obliged to do so.

4.11.Insufficient available Balance. If you have insufficient assets on your Account to complete a transaction (this also includes instances of insufficient balance with respect to the asset category specified), we may cancel the entire transaction or may fulfill a partial transaction using the amount of assets currently available in your Account, less any fees.

4.12.Cancellations. You may not revoke certain transactions once they have been received by FLOIN. Such transactions are final and will be executed by FLOIN notwithstanding any subsequent revocation order by you.

4.13.No Returns or Refunds for (blockchain-based) transactions of Virtual Assets. All blockchain- based transactions and all transactions of Virtual Assets are final and non-reversible. We do not accept any returns or provide refunds in connection with any such transactions.

4.14.Virtual Assets transactions. While a Virtual Asset transaction is pending confirmation by the applicable network, the Virtual Asset subject to such confirmation will be unavailable for use in connection with any other Services transaction.

4.15.Cancellation of transaction. If it can reasonably be assumed that there is an error in the asking price, such as a major discrepancy with market rates, the asking price may be invalidated and the transactions based on that asking price may be canceled by FLOIN, without any obligation for FLOIN to do so. FLOIN also reserves the right to halt trading, without being obliged or bound to do so. FLOIN may not be held liable for not having exercised such right.

4.16.Supported Virtual Assets. It is your sole responsibility to verify the types of Virtual Assets FLOIN will accept. Any other non-supported Virtual Assets sent to FLOIN may be lost, destroyed or not returned to you. Additionally, there may be fees charged if FLOIN attempts to retrieve the non-supported Virtual Assets to return them to you. FLOIN shall, however, have no obligation or duty to make such attempts. The sending, depositing, and returning of non-supported assets puts you at risk of loss of assets. FLOIN accepts no liability for non-supported Virtual Assets sent to FLOIN. FLOIN retains the right, in its sole discretion, to determine whether or not to cease support for specific Virtual Assets related to the Services and may discontinue or terminate any support for any Virtual Asset at any time for any or no reason. FLOIN will make reasonable efforts to notify you of its decision to cease to support of a Virtual Asset.

4.17.Blockchain Modification, Disruption or Hard Fork. In the event of a change in the structure of a blockchain or any other underlying technology protocol of Virtual Assets such as a hard fork or chain split, or in the event of an occurrence such as an airdrop, whether or not to take response measures and what measures to take will be at the discretion of FLOIN if there will be no instruction from you. FLOIN does not bear any liability in the event that you or a third party incur losses or damages as a result of the defects, alteration, or lack of measures taken by FLOIN or if FLOIN decides to cease handling of a Virtual Asset in whole or in part.

4.18.Unclaimed Property. If FLOIN is holding assets in your Account, and we are unable to contact you and have no records of your use of the Services for a prolonged time, FLOIN will try to locate you at the address shown in our records or otherwise. If FLOIN is unable to locate you, you agree that FLOIN may report these assets to authorities and deliver any such assets to relevant authorities. FLOIN reserves the right to deduct fees from such unclaimed assets.

4.19.Any claim with respect to the unauthorized or defective execution of a transaction referred to in your transaction history or other reports or the non-execution of a transaction must be submitted by you to FLOIN in writing within 30 days of the execution or non-execution. In the absence of any claim lodged before the expiration of the aforementioned period, you will be deemed to have authorized such transactions, which shall be considered as definitively accepted by you.

4.20.As required by applicable regulations, FLOIN will notify you in the event of suspected or actual fraud or security threats via your registered e-mail, phone number, mobile app notification or through Services.

4.21.Intermediaries and third-party providers. When intermediaries or other service providers are involved in the execution of a transaction, FLOIN shall under no circumstances be liable for actions taken by third parties or other intermediaries.

4.22.This section additionally applies to the terms in Section 5. when you use FLOIN Services to purchase or sell Virtual Assets directly from or to FLOIN.

• Prices and Availability. All prices reflect the buy or sale rates applicable to the purchase of Virtual Assets using legal tender or alternatively, Virtual Assets as identified in your order in lieu of payment. All Virtual Assets sales by us are subject to availability, and we reserve the right to discontinue the sale of a Virtual Asset without notice. When you open a buy or sell order through the Services, the corresponding amount of your assets required to complete such order, including any applicable fees, will be held for purposes of completing the order and restricted from further activity via the Services unless the order is cancelled. Orders will in general be settled on a spot basis unless otherwise defined and instructed.

• Quotes. Prior to completing your purchase or sale of Virtual Assets, we will show the amount of Virtual Assets you intend to purchase or sell and the amount of Virtual Assets you will use in lieu of payment or receive in connection with the transaction. You agree to comply with any Terms provided within such notice in order to complete your transaction.

• Payment Methods. You may be able to purchase Virtual Assets from us using an external payment method that is accepted via the Services. You represent and warrant that you are authorized to use your designated payment method for that purpose. You authorize us, or our designated payment processor, to charge your designated payment method for the full amount of the order. If the payment method you designate cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled automatically.

• Independent relationship. You acknowledge and agree that: FLOIN is not acting as your advisor or in any fiduciary capacity

a) General provisions

5.1.You may be required to retain in your Account a sufficient quantity of Virtual Assets to execute the respective Service and satisfy applicable fees. In addition, your Account may be subject to limits on the number of incoming or outgoing Virtual Assets that you are able to withdraw on a daily basis or another time period as displayed in your Account decided at FLOIN’s discretion for security, compliance, legal or other appropriate reasons. For these and other reasons FLOIN may also require you to verify any external wallet address to which you seek or instruct to transfer Virtual Assets from your Account and may decline your instruction if you fail to provide requested information on the external wallet address. FLOIN is not able to reverse any transfers and will not have any responsibility or liability if you have instructed FLOIN to send Virtual Assets to an address that is incorrect, improperly formatted, erroneous, intended for a different type of Virtual Assets or the recipient of the Virtual Assets (owner of that wallet address) does not act as intended (e.g., due to fraudulent or other behavior) or the instructed transfer does not result in the intended outcome for any other reason.

5.2.You will be responsible for (i) paying all fees charged by any third party service provider associated with any external service or wallet address as well as for paying any fees charged by FLOIN for any Services provided; (b) ensuring that any action in connection with the Services are handled in compliance with FLOIN requirements and third party service provider requirements; (c) ensuring that the address to which any Virtual Assets are to be transferred is properly formatted and suitable for the type of Virtual Asset being transferred; and (d) ensuring that there are no errors in any of the instructions you provide using the Services. In the event you fail to comply with any of these requirements, the Services may not result in the intended outcome and Virtual Assets may be permanently lost. FLOIN may not be held liable for any errors in your instructions as they fall within your sphere and FLOIN does not act in negligence. The fulfillment of Services may be dependent on third party actions that are outside the control of FLOIN. FLOIN makes no guarantees or warranties regarding the time it may take to complete any initiated Service and any adverse effects due to delays resulting from third parties neither fall within the sphere nor liability of FLOIN. In no case shall FLOIN be liable for slight negligence. When contracting with commercial users (B2B) FLOIN may also not be held liable for gross negligence. The risk of accidental loss (e.g., in case of force majeure events, including theft or the disablement by third parties) shall in any case be borne by the user.

5.3.Fees according to the Fees Schedule apply for the respective Services.

b) Token Creation and Issuance Services

5.4.FLOIN provides the Services of technological creation of Virtual Assets as a strictly technological service as well as the issuance of Virtual Assets in the name of and on behalf of a principal and the listing of Virtual Assets on the FLOIN Exchange as part of the so-called b) Token Creation and Issuance Services. While the technological creation of Virtual Assets may be offered also with regard to Virtual Assets that represent financial instruments or e-money, the issuing or offering of Virtual Assets in the name of and on behalf of a principal as well as the listing of such Virtual Assets is only provided with regard to Virtual Assets that neither constitute financial instruments nor e-money. The Services provided under the Token Creation and Issuance Services system are primarily directed towards entrepreneurial, commercial and business users (B2B). The Token Creation and Issuance Services are further defined in the Token Creation and Issuance Services Terms. Notwithstanding the foregoing, the Services of creation of Virtual Assets and the issuance of Virtual Assets may also be provided towards consumers (B2C).

5.4.1.As a technological Virtual Asset creator or generator, FLOIN may only be held responsible for the use of appropriate measures to ensure that:

• The right in the Virtual Asset is correctly represented during the reasonably to be expected lifetime of said Virtual Asset;

• the disposition of a Virtual Asset directly effects the disposition of the right represented by the Virtual Asset;

• a competing or parallel disposition of the represented right may reasonably be excluded measured by the technological standards at the time of creation of the Virtual Asset.

5.4.2.When FLOIN acts as Issuer of Virtual Assets or lists them on its Exchange, FLOIN may not be held liable for the technological integrity of said Virtual Asset and any detrimental consequences or damages resulting out of technological incompatibilities, unless FLOIN also technically created tokens for these purposes as a Token Creator. The risk and liability of the suitability of the TT system (e.g., blockchain) used at the time of issue or at the time the token is technically placed in circulation for the respective application purposes lies with the User. FLOIN reserves the right, at its sole discretion, to list, pause, freeze, or delist any trade pairs of crypto assets on the platform for services. This decision-making process encompasses, but is not limited to, evaluating the compliance of assets with operational standards, legal and regulatory requirements, and market integrity considerations. Users acknowledge that the Company's actions regarding the listing, pausing, freezing, or delisting of trade pairs may impact their access to certain assets and their ability to execute transactions. It is understood that these measures are taken to ensure the safety, security, and compliance of the platform's operations, and users agree to abide by any such decisions made by FLOIN. In the event of legal disputes, differences of opinion, or disputed claims related to FLOIN’s discretionary power, including but not limited to the pausing, freezing, or delisting of trade pairs and specific tokens or crypto assets, Users agree to pause trading and listing of affected tokens. Furthermore, FLOIN retains the authority to proceed with the delisting of assets under these circumstances in its sole discretion. It is expressly understood that all liabilities and risks associated with trading, listing, pausing, freezing, or delisting decisions rest solely with the users. Users acknowledge this allocation of risk and liability, agreeing to bear responsibility for the outcomes of their engagement with the platform's services in light of the Company's reserved rights and discretions.

5.4.3.You may participate in the token sale with Virtual Assets or legal tender currencies which are supported by FLOIN and the project company on whose behalf the tokens are issued by FLOIN. The respective project company, as token sale principal, is responsible for the token functionality of the token issued and the rights associated to the respective token and FLOIN, as token sale placement agent, is solely responsible for conducting a regulatory compliant token issuance/placement as registered token issuer in Liechtenstein.

5.4.4.FLOIN shall use its commercially reasonable efforts to solicit offers for the purchase of the Virtual Assets in Liechtenstein from potential contributors, subject to the terms and conditions of these Terms and applicable regulation. The token sale principal agrees to indemnify, defend, and hold harmless FLOIN and its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) any breach of Terms or other agreements by the token sale principal or (ii) the issuance and sale of the Virtual Assets.

5.4.5.In no case shall FLOIN be liable for slight negligence. When contracting with commercial users (B2B) FLOIN may also not be held liable for gross negligence. The risk of accidental loss (e.g., in case of force majeure events, including theft or the disablement by third parties) shall in any case be borne by the user.

c) FLOIN Exchange

5.5.Through the FLOIN Exchange Service you may exchange Virtual Assets which are supported by FLOIN against legal tender or other Virtual Assets. Such exchanges or trades (buy or sell orders) are executed against the own account of FLOIN as a counterparty.

5.6.When you place such an exchange offer, you authorize FLOIN to execute a trade on a spot basis with regard to the Virtual Assets specified in your instructions. You acknowledge and agree that you have to pay FLOIN any applicable fees for such exchanges with regard to Virtual Assets and that FLOIN is authorized to offset any such fees from your balance of assets in your Account.

5.7.Before an exchange of Virtual Assets is executed, a confirmation dialogue box will be generated displaying a summary of the details of the respective transaction, including type and number of Virtual Assets you are seeking to dispose of, the type and number of Virtual Assets that you are willing to accept in exchange for said Virtual Assets or Virtual Assets you are seeking to buy or sell for legal tender, FLOIN’s estimated fees if the entire exchange was to be executed, and the total number and type of Virtual Assets that will be transferred out of or into your wallet address, respectively into your Account, using the Token Custody Service. Your exchange offer will be placed and consequently executed upon confirmation of the exchange transaction summary via the Services. Notwithstanding the foregoing, you acknowledge that the failure of the Services to provide such summary or confirmation shall not prejudice or invalidate any exchange offer offered and submitted by you or any exchange offer accepted and settled based on your offer for an exchange offer.

5.8.Upon placement of your offer of an exchange offer, your FLOIN Account will be updated to reflect the exchange offer and your exchange offer will also be included in FLOIN’s exchange offer book for matched principal trading with corresponding exchange offers by other Users. If all or a portion of your purchase or sell offer is matched with another, corresponding offer, the Services will execute an exchange of corresponding Virtual Assets. Upon execution of such exchange, your FLOIN Account will be updated to reflect that the exchange offer has either been closed due to having been fully executed and settled or updated to reflect any partial fulfillment of the exchange offer. Exchange offers will remain open until fully executed and settled or cancelled before your exchange offer has been matched (and accepted) with an exchange offer from another User. Once your exchange offer has been matched (and accepted) with a corresponding exchange offer from another user (as part of matched principal trading with regard to Virtual Assets), you may not change, withdraw, or cancel your authorization for FLOIN to execute and settle such reciprocal exchange offer. If any exchange offer has been partially matched (and accepted), you may cancel the unmatched (not yet accepted) portion of the exchange offer unless and until the unmatched portion has been matched (and accepted).

5.9.Exchange offers may only be executed against the account of FLOIN either (i) as a direct counterparty (Principal Trading with regard to Virtual Assets) or (ii) by matching exchange offers of two users (Matched Principal Trading with regard to Virtual Assets), whereas FLOIN still remains your counterparty.. There are essentially three ways, how an exchange is finalized and settled through the FLOIN Services:

1. Principal Trading with regard to Virtual Assets
   Principal trading is when FLOIN fulfills a user’s purchase or sell offer with regard to Virtual Assets using their own inventory of such Virtual Assets. Virtual Assets may be bought or sold for legal tender or in exchange for other Virtual Assets. The respective Virtual Asset exchange pairs are displayed through the Service on the Website.

   Purchased Virtual Assets may be held in your name and on your behalf on a wallet address of FLOIN as part of the Virtual Assets Custody Service.

   Each delivered Virtual Asset remains the property of FLOIN until full payment has been received.

2. Matched Principal Trading with regard to Virtual Assets
   Matched Prinicpal Trading means dealing on (FLOIN’s) own account, where FLOIN interposes between two or more User exchange offers simultaneously resulting in two or more matched transactions, entered into for the purpose of facilitating the execution of one or more User exchange offers (with FLOIN acting as counterparty for both simultaneous exchange offers).

   Purchased Virtual Assets may be held in your name and on your behalf on a wallet address of FLOIN as part of the Virtual Assets Custody Service.

   Each delivered Virtual Asset remains the property of FLOIN until full payment has been received.

3. Agency Trading with regard to Virtual Assets
   With the Agency Trading system with regard to Virtual Assets FLOIN does not act as your counterparty but finds a counterparty to your exchange offer willing to buy or sell the Virtual Assets for the same price as you. In order to effect such an exchange offer you first place an exchange offer, FLOIN then matches your exchange offer with another User as counterparty (at FLOIN’s own discretion) and ultimately the Virtual Assets are exchanged on-chain between you and the other User. Therefore, after the executed and settled agency trade you are the owner of the respective Virtual Asset, which may be held in your name and on your behalf on a wallet address of FLOIN as part of the Virtual Assets Custody Service.

d) Token Custody

5.10.FLOIN provides the service of the so-called "TT Token Custodian" which is understood to mean a service provider, who holds Virtual Assets in the name and on behalf of the respective principal (Virtual Assets or Token Custody). This is in contrast to the Key Custody, where (private) keys are stored securely. When it comes to Token Custody, the respective Virtual Assets are kept in custody on a compatible wallet of FLOIN (either online or offline and in an individual, depending on the options selected by you through the Services on the Website or at FLOIN’s own discretion, if no specific instructions were given). Pursuant to Art 25 TVTG your Virtual Assets are to be regarded as third-party assets and are segregated from FLOIN’s assets in the case of foreclosure or insolvency. In any case your Virtual Assets and Virtual Assets of FLOIN are always kept in separate wallets.

5.11.Unlike with the Key Custody, a User of the Token Custody can no longer dispose of the Virtual Assets in custody. While the Key Custody primarily aims to provide safe custody of (private) keys as a security measure (against loss or similar; not ruling out the possibility that the person who has given the private keys into safe custody may still dispose of their Virtual Assets, if a copy of the respective key is kept), with the Token Custody, FLOIN holds tokens in your name and on your behalf on its own wallet(s) (separated from FLOIN’s own assets).

5.12.If you place Virtual Assets in the custody of FLOIN you may therefore no longer dispose of these Virtual Assets directly yourself but must instruct FLOIN to dispose of the Virtual Assets on your behalf. Token Custody in this context also includes the holding of Virtual Assets for a brief period of time in your name and on behalf of you for subsequent transfer to a receiving wallet.

5.13.FLOIN as custodian of Virtual Assets undertakes to keep the deposited Virtual Assets safe in its registered office in Liechtenstein using appropriate online-based and/or offline-based solutions. They may not be made available to third parties in any way, unless instructed by you. The deposited items shall be brought and delivered to the place of storage and collected from the same place. In no case shall FLOIN be liable for slight negligence. When contracting with commercial users (B2B) FLOIN may also not be held liable for gross negligence. The risk of accidental loss (e.g., in case of force majeure events, including theft or the disablement by third parties) shall in any case be borne by the user.

5.14.The Token Custody begins upon handing over the Virtual Assets to be kept in custody and Token Custody is confirmed and displayed via the User Account. The Token Custody is entered into for an indefinite period. The Token Custody may be terminated by giving notice. After termination of the Token Custody, the Virtual Assets in custody shall be returned to you to a wallet address of you as communicated by you unless regulatory provisions provide for the Virtual Assets to be withheld for a specific time.

5.15.Virtual Assets are held in regular custody by FLOIN. FLOIN therefore does not become the owner, but the custodian of the Virtual Assets. You retain a claim in rem on the Virtual Assets in custody and remain the owner of the segregated Virtual Assets. The Token Custody forms a custodial relationship pursuant to § 957 et seqq of the Liechtenstein Civil Code (abbreviated in German "ABGB") in connection with the TTTA and does not constitute a loan or lending agreement. FLOIN may not make use of or manage the Virtual Assets kept in custody. The transferal of your Virtual Assets by FLOIN is only possible through your instructions. The primary aim of the Token Custody is the keeping in custody and safekeeping of virtual assets. No interest is granted on Virtual Assets in custody.

5.16.You may put in custody any Virtual Assets which are supported for this Service by FLOIN. If you transfer Virtual Assets into or out of custody that are not supported by the Services, such Virtual Assets may be permanently lost. You will not be entitled to receive any interest or other compensation on any Virtual Assets held in custody for you.

5.17.Virtual Assets are held in custody by FLOIN as part of the Token Custody and also for use of the FLOIN Exchange.

5.17a.The risk and liability of the suitability of the TT system (e.g., blockchain) for the respective application purposes lies with the User.

5.17b.Certain risks may arise if third parties are involved in the safekeeping of TT keys or tokens (sub-custody) as well as in the case of outsourcing critical services for the safekeeping of TT keys or tokens to third parties the liability and risk of which lies with the User respectively the corresponding third party that provides the service. The following outlines various potential risks associated with the services provided. While efforts have been made to identify and explain these risks comprehensively, it is important to recognize that this list is not exhaustive. Additional risks, not mentioned herein, may also materialize. Clients are advised to consider this information carefully in their decision-making process and consult with their own advisors, whether legal, tax, investment or otherwise.

• Cybersecurity Risks

• Risk of Unauthorized Access: Despite employing state-of-the-art encryption and security measures, there's a residual risk that unauthorized individuals could gain access to your digital assets or private keys due to sophisticated cyber-attacks or security vulnerabilities.

• The risk that the third-party service provider may not adhere to the same stringent security protocols as the TT Depositary, potentially leading to unauthorized access, theft, or loss of crypto assets or private keys.

• Explanation for Customers: We use advanced security measures to protect your assets and request this from third-party providers as well. However, like any digital system, there remains a chance that hackers could breach defenses. We continuously upgrade our security and work together with our partners to guard against such scenarios.

• Legal and Regulatory Risks

• Risk of Regulatory Changes: The regulatory environment for digital assets is evolving. Changes in laws or regulations could affect the use, transfer, or value of your digital assets.

• The risk persists that a third-party service provider may not fully comply with regulatory requirements, potentially exposing the customer's assets to legal risks or sanctions.

• Explanation for Customers: Laws governing digital assets can change, potentially impacting how you can use or the value of your assets. We monitor these changes closely to adapt our services accordingly. The companies we work with to safeguard your assets may be required to follow a lot of the same laws we do and if not we still request them to operate with the same diligence as required from us.

• Third-party and Sub-custody Risks

• Risk of Third-party Failure:When we use third parties or sub-custodians to help safeguard your assets, there's a risk that their failure or security breach could affect your assets.

• This refers to the risk associated with the financial stability or solvency of the third-party service provider, which could result in the loss of assets if the provider faces bankruptcy or financial distress.

• Explanation for Customers: We may sometimes partner with other companies to keep your assets safe. If these partners encounter problems, it could pose a risk to your assets, though we carefully choose and monitor these partners to minimize this risk.

• Technological Risks

• Risk of Technological Obsolescence: The rapid pace of technological change could make the current security measures obsolete, potentially compromising the safety of stored assets. This may also apply to our partners.

• Explanation for Customers: Technology changes fast, and today's top security measures might not guard against tomorrow's threats. We're committed to staying on the cutting edge to keep your assets safe. Likewise, if our partners encounter problems, it could pose a risk to your assets, though we carefully choose and monitor these partners to minimize this risk.

• Operational Risks

• Risk of Human Error: Even with the most sophisticated systems, human error can lead to the loss or mismanagement of digital assets.

• The risk of operational failures, such as technical glitches, system downtime, or human error at the third-party provider, which could delay or disrupt access to your assets or their management.

• Explanation for Customers: People make mistakes, and on rare occasions, this could affect your assets. We train our staff rigorously and have checks in place to minimize this risk. We request the same stringent checks and balances from our partners.

• System and Network Risks

• Risk of System Failures: Software bugs, hardware failures, or network issues could temporarily disrupt access to your assets or, in worst-case scenarios, lead to data loss. This may also apply to our partners.

• Explanation for Customers: Technical problems could temporarily prevent access to your assets or, very rarely, cause data loss. We have backup systems and recovery plans to protect against these situations. Likewise, if our partners encounter problems, it could pose a risk to your assets, though we carefully choose and monitor these partners to minimize this risk.

• Data Privacy Risk

• Description: The risk that the third-party service provider may not maintain the confidentiality and integrity of customer data, leading to potential data breaches or privacy violations.

• Explanation for Customers: While safeguarding your digital assets, there's a chance that your personal information could be exposed due to less stringent privacy safeguards at our partner organizations. However, we carefully choose and monitor these partners to minimize this risk.

• Reputational Risk

• Description: The risk that failures, breaches, or unsatisfactory service levels at the third-party provider could negatively impact the reputation of the TT Depositary, affecting customer trust and confidence.

• Explanation for Customers: Issues at our partner firms, like security breaches or service failures, could reflect poorly on us, potentially affecting your trust in our ability to safeguard your assets, though we carefully choose and monitor these partners to minimize this risk.

5.18.Fees according to the Fees Schedule apply for Virtual Assets Custody.

e) Key Custody

5.19.FLOIN provides the service of the so-called "TT Key Custodian" which is understood to mean a service provider, who holds (private) key in safe custody for the authorized user (Key Custody). The service regarding the Key Custody must be distinguished from the Token- Custody; the Key Custody refers to the safekeeping of the private key(s) or similar technological keys, which enable disposal over Virtual Assets. No administrative or management activities are performed by FLOIN under the service of Key Custody. FLOIN may also hold and safekeep the private keys of tokens representing financial instruments (compare report and motion on the TVTG, 2019 / 54, 153).

5.20.FLOIN as key-custodian undertakes to keep the deposited (private) keys safe in its registered office in Liechtenstein using appropriate online-based and/or offline-based solutions. They may not be made available to third parties in any way. The deposited items shall be brought and delivered to the place of storage and collected from the same place.

5.21.The Key Custody begins upon handing over the items to be deposited/safekept (e.g., private keys) and Key Custody is confirmed and displayed via the User Account. The Key Custody is entered into for an indefinite period. The Key Custody may be terminated subject to giving notice. After termination of the Key Custody, the items in safekeeping shall be returned to You.

5.22.You may put in custody any keys enabling the disposal over Virtual Assets which are supported for this Service by FLOIN.

5.23.FLOIN may inter alia act as a key-custodian by safekeeping the private key of individual (external) wallets of Users. In that regard FLOIN is only liable for the safekeeping of the private key and the User may still dispose over Virtual Assets on the respective (external) wallet himself or herself, without involvement of FLOIN.

5.23a.The risk and liability of the suitability of the TT system (e.g., blockchain) for the respective application purposes lies with the User.

5.23b.The above section on Virtual Assets Custody, especially provision 5.17b. applies mutatis mutandis.

5.24.Fees according to the Fees Schedule apply for Key Custody.

f) FLOIN Tokens

5.25.The FLOIN Tokens (Label: FLOIN; Token Symbol FLTK; ITIN: 6TYJ-KTQF-4) are Virtual Assets issued by FLOIN and which come with voucher and/or discount function. FLOIN Tokens may be used to pay fees associated with the Services offered by FLOIN; upon usage FLOIN Tokens are not burned or redeemed. There is no contractual right to redeem the monetary value. Cash payouts are not possible.

5.26.The functionality of the FLOIN Tokens is governed in the separate FLOIN Token purchase agreement.

5.27.No natural or legal entity other than FLOIN is obliged to accept or support FLOIN Tokens.

5.28.FLOIN Tokens may be used on the FLOIN Website in connection with Services. With FLOIN Tokens you may procure or pay for Services. FLOIN Tokens do not represent any participation in FLOIN. The FLOIN Token grant the following additional benefits:

• FLOIN Exchange: Significantly less fees as described in the Floin Token fee structure of the Tokenomics Paper;

• Furthermore, both commercial users and users of FLOIN will have the ability to pay fees for listings, exchange orders, custodial services, membership fees or token creation or token issuance fees and other services with the FLOIN Token as well.

a) General provisions

6.1.The User takes note that the consumer Protection law, in particular the Consumer Protection Act of Liechtenstein (Konsumentenschutzgesetz or "KSchG") stipulates in its Article 4 that a consumer has the right to withdraw from an agreement with a company without giving reasons within fourteen (14) days, beginning the day after their accepting the agreement, if the consumer’s contractual declaration was not made in rooms used by the company for business purposes.

6.2.The User also takes note that, pursuant to Article 12 of the Distance Selling Act of Liechtenstein (Fern- und Auswärtsgeschäfte-Gesetz or "FAGG"), a consumer has the right to withdraw from any contract agreed with a company at distance or off-premises (e.g., online) without giving reasons within fourteen (14) days, beginning the day after conclusion of the contract.

6.3.The right to withdrawal from these Terms pursuant to the KSchG is inter alia not applicable to the User as a consumer if: (i) the User has initiated the business relationship with FLOIN for the purpose of concluding these Terms (Art 4 para 3 lit a KSchG); (ii) the conclusion of these Terms was not preceded by discussions between the parties or their agents (Art 4 para 3 lit b KSchG); (iii) the Terms are subject to the Distance Selling Act (FAGG) (Art 4 para 3 lit d KSchG).

6.4.The User takes note that they have no right to withdraw from any service stipulated in these Terms pursuant to the KSchG, as the Distance Selling Act (FAGG) is applicable.

6.5.The User takes note that according to Art 19 para 1 lit a FAGG the consumer shall not have the right to withdraw from distance or off-premises contracts for services, if the entrepreneur – based on an explicit request of the consumer as well as the knowledge of the consumer of the loss of the right of withdrawal in case of complete fulfillment of the contract – had started to perform the service before the expiry of the withdrawal period.

6.6.The User may also withdraw from general Services like accessing the Website, the FLOIN Account or any application programming interface provided by FLOIN relating to the Website, without giving any reason within fourteen (14) days of concluding of these Terms. To exercise the right of withdrawal from these Services, the User must notify FLOIN by means of a clear statement in written form (including, but not limited to a letter sent by post, fax or e-mail or the attached standard withdrawal form). It is sufficient for the User to send the notification of exercise of his right of withdrawal before the expiry of the withdrawal period. The User bears the risk of proof that the declaration of withdrawal was sent in time.

6.7.In case of withdrawal from these Services both parties must reverse their respective consideration, which has been given to conclude these Services including interest. FLOIN may charge reasonable fees and charges for a User’s Account onboarding, identification, verification and other screening procedures or other services already (partially) rendered or provided.

6.8.Conclusion of contract takes place after acceptance of these Terms by both parties and providing a link to a permanently printable copy of the accepted Terms by FLOIN to the User via the Services.

8.1.You may submit questions, comments, suggestions, ideas, original or creative materials or other information about FLOIN or the Services to us (collectively, "Feedback"). Feedback is non- confidential and will become the sole property of FLOIN. FLOIN will own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8.2.We have a policy of limiting access to the Service and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything associated with the Services infringe any copyright that you own or control, you may notify via the "Contact" page on our website.

8.3.FLOIN Services is the copyrighted technology of FLOIN and may not be copied, imitated or used, in whole or in part, outside of the API’s intended use. FLOIN retains all its rights related to its databases, websites, graphics, software, applications, programs, code, etc. – including chat text, the content of FLOIN emails, and data such as transaction prices – developed or provided by FLOIN or its affiliates which can be acquired by various external APIs. FLOIN may demand any third party stop using FLOIN’s API for any purposes not authorized by FLOIN.

8.4.Trademarks and Logo. The FLOIN logo, any other FLOIN service names, logos or slogans that may appear on the Services, and the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, are trademarks, service marks or trade dress of FLOIN and our suppliers and our licensors, and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder’s prior written permission. You may not use any metatags or other "hidden text" utilizing any name, trademark or product or service name of FLOIN without our prior written permission. Further, you may not use, frame or utilize framing techniques to enclose any FLOIN trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent.

The FLOIN brand identity and logos have been developed and put into commercial use in 2021. The following specifically are registered trademarks of FLOIN:

• FLOIN main brandmark and Logo, Trademark Nr. xyz, trademarked in Principality of Liechtenstein

• FLOIN Wordmark "FLOIN", Trademark Nr. xyz, trademarked in Principality of Liechtenstein

• FLOIN main brandmark, trademark, servicemark and wordmark, serial number 97458183 at the United States Patent and Trademark Office (USPTO)

• FLOIN main brandmark, trademark, servicemark and wordmark, serial number 018690200 and 018690203 at the European Union Intellectual Property Office (EUIPO)

8.5.FLOIN Materials. During the term of these Terms, you may use the FLOIN Materials only for your internal purposes and solely as necessary for your use of the Services as authorized by FLOIN. "FLOIN Materials" include any software (including without limitation developer tools, sample source code, and code libraries), data, materials, technology, content and printed and electronic documentation (including the Specifications and any integration guides) used, displayed or developed and provided by us to you in connection with our API, Website or Services. You may not, and may not attempt to, directly or indirectly:

• transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights over the FLOIN Materials to any person or entity or use the Website, Services or FLOIN Materials for any commercial or noncommercial purpose other than their intended purposes;

• modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the FLOIN Materials and use the FLOIN Materials to create competing services;

• reverse engineer, disassemble, or decompile the FLOIN Materials or the Services or apply any other process or procedure to derive the source code of any software included in the FLOIN Materials or as part of the Services.

8.6.Press Releases. You may not issue any press release or make any public statement related to FLOIN or our Service, or except as expressly provided in these Terms, use our or any of our affiliate’s name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

9.1.The Services may include areas that allow Users to create, post, upload, share or store content, including, but not limited to, photos, videos, sound, text, graphics, code, items or other information and materials. You are solely responsible for any of such content and for your use of any interactive features and areas of the Services. You will not create, post, share or store content that:

• is unlawful, libelous, defamatory, obscene, pornographic, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

• would constitute, encourage or provide instructions for a criminal offense, violate or infringe the rights of any party (including intellectual property rights or rights of publicity or privacy), otherwise create liability or violate any local, state, national or international law;

• contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;

• contains personally identifiable information about any person without that person’s consent;

• impersonates, or misrepresents your affiliation with, any person or entity (including FLOIN);

• references or depicts FLOIN or our Services but fails to disclose any material connection to us that may exist;

• contains any unsolicited promotions, political campaigning, advertising or solicitations;

• contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or

• in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose FLOIN or others to any harm or liability of any type.

9.2.We do not control or endorse any such content that is transmitted, stored, or processed via the Services by you. We are not responsible or liable for any of your content. Although we have no obligation to screen, edit or monitor any such content of you, we reserve the right, and have absolute discretion, to remove, screen or edit your content posted or stored on the Services at any time and for any reason. You are solely responsible for creating backup copies of and replacing any content you post or store on the Services at your sole cost and expense.

9.3.Notwithstanding the foregoing you grant FLOIN a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sub-licensable right to use, reproduce, create derivative works of, distribute, publicly perform and publicly display, publish and distribute in any form, medium or manner, any text, information, data, materials, images, or other content you provide to FLOIN using the Services or submit or post to the Website, our other online services, on third-party sites and online services, and in all other media or formats, whether now known or hereafter developed, for any purpose and that is not content proprietary to FLOIN ("User Content"). You represent and warrant that you own all intellectual property rights (or have obtained all necessary rights) to provide your User Content via the Services and to grant FLOIN the foregoing license.

9.4.FLOIN may display third-party content, advertisements, links, promotions, logos and other materials on or through the Services. We do not control, endorse, sponsor or adopt any such third- party content or any third parties referenced on the Services, and we make no representations or warranties of any kind regarding such third-party content, including, without limitation, regarding its accuracy or completeness. Your interactions with third party content, and any third party that provides third party content, are solely between you and such third parties, and FLOIN is not responsible or liable in any manner for such interactions or third-party content. When you leave the Services and enter a third-party site or service, our Terms no longer apply.

10.1.The term of these Terms is indefinite. The Terms may be terminated by either party at any given time by giving notice. The right of extraordinary termination for important reasons remains reserved. Upon termination by either party, you may not use the Services any longer. We will then close your FLOIN Account. Any provision of these terms that naturally ought to survive shall survive termination. In particular the provisions of these Terms survive termination to the extent and for so long as we require to deal with the closure of your Account and to comply with applicable laws and regulations. Outstanding transactions shall not be affected by the termination of these Terms. These Terms and the list of fees of FLOIN remain applicable until such time as each outstanding transaction has been effected.

10.2.If we determine that you are incurring an excessive number of chargebacks, disputes, complaints or other irregularities, we may establish controls or conditions governing your Account, including without limitation, by:

• establishing new transactional or processing fees;

• creating an occupied reserve within your Account in an amount reasonably determined by us to cover anticipated reversals, losses and related fees, which is temporarily blocked for the execution of Services;

• limiting specific privileges or parts of Services; or

• terminating or suspending the Service.

10.3.Without limiting the foregoing, we may suspend the Services and block access to your Account (including without limitation any assets in your Account) until the facts have been clarified, if:

• you have violated provision of these Terms;

• we determine that you pose an unacceptable credit or fraud risk or other liability risk to us;

• you provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct;

• proceedings or investigations against you are commenced by any national or international governmental authority or court;

• we have security concerns regarding your Account, including your credentials, or

• we suspect unauthorized, fraudulent or otherwise illegit use of your Account or any sensitive information in your account.

In such cases we will inform you of the suspension of your Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless we determine giving such information would compromise security concerns or is prohibited by applicable law. We will reactivate your Account once we have resolved the reasons for suspension. You must notify us via our customer support [email protected] if you wish to request us to reactivate your account.

10.4.You can close your Account at any time by logging into your Account, clicking on the Account settings, and then following the instructions.

10.5.We may close your Account at our convenience by providing you with prior notice. We may also close your account at any time without prior notice where:

• you are in breach of these Terms and/or we are entitled to close your Account by applicable laws;

• you do not access your Account for three years and have no assets available on your Account;

• we suspect that your Account has been accessed fraudulently;

• we have reason to believe that we may incur any liability through the continuation of our relationship with you;

• should your transactions appear to be contrary to public order or morality; or

• should you fail to meet your obligation to act in good faith.

10.6.In the event of discontinuation of Services or other suspension, termination of your right to access and use Services and closure of your Account: (a) all amounts due by you to FLOIN will immediately become payable; (b) FLOIN may deactivate your FLOIN Account and keep your Account information in our database for the purpose of fulfilling our legal obligations and other permitted reasons without liability to you; (c) FLOIN may cancel any open transaction or Services requests that are pending at the time of discontinuation or termination; and (d) we may retain your balance of any assets after closure to the extent and for the time we reasonably require to protect FLOIN and/or any third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liabilities of whatever nature.
All your Account information and data may still be stored for the applicable legal period for compliance, due diligence or other legally applicable reasons.

10.7.Where we decide to suspend, terminate or otherwise discontinue Services or close your Account, we will provide you with notice of account closure whenever reasonable, and where appropriate, also the reasons for closing your Account, together with the ability to withdraw any assets that we are holding, which are undisputed (by any natural or legal entity, authority, court or governmental or any other private law or public law body or entity) and after offsetting any of our fees and other claims. Please contact FLOIN customer support if you have any questions about any assets held in your account upon suspension or termination.

10.8. In particular in the event of changes in the legal and regulatory framework of the financial sector, changes to market practices or changes affecting the conditions on the financial markets, we may at any time amend, delete or add to these Terms, including amendments to the Fees Schedule (a "Change") by giving notice of such Change by posting a revised version of These Terms on the FLOIN website(s) or notifying you by other means. We will give you notice of any Change with the Change taking effect and you will be deemed to have accepted the Change if you have not objected to the Change. Giving notice will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately. If you do not agree to a Change or object a Change of Terms, you may discontinue using our Services.

10.9.If you do not accept a Change, you may close your Account following the Account closure procedure set out in these Terms. While you may close your Account at any time and without charge, please note that you may still be liable to us after you terminate these Terms for any liabilities you may have incurred and are responsible for prior to terminating these Terms.

11.1.We will communicate with you in English. You agree that FLOIN may provide notice or other information, communications, agreements, documents, receipts, disclosures, offers, promotions etc ("Communications") to you by posting it on our website(s) (including the posting of information which is only accessed by you by logging into your Account), emailing it to the email address listed in your Account, mailing it to the registered address listed in your Account profile, calling you by phone, or sending you a "text" / SMS message or by other means of electronic transmission. Communications to be made in writing in accordance with these Terms may – unless otherwise stipulated – also be made by fax or e-mail or other means of electronic transmission in non-encrypted form. You acknowledge that you have been informed of the associated risks (in particular receiving, transmission and access, confidentiality, alteration of messages in the course of transmission) and that, being aware of these risks, you consent to the e-mail correspondence or correspondence by means of other electronic transmission not being conducted in encrypted form. You must have internet access and an email account to receive communications and information relating to the Services. You may request a copy of any legally required disclosures (including these Terms) from us, and we will provide this to you in a form which allows you to store and reproduce the information (for example, by email) and you may terminate your consent to receive required disclosures through electronic communications by contacting us via the "Contact" page on the Website. We may charge a reasonable fee relating to the administrative work to provide a paper copy. You may withdraw your consent to receive Communications by electronic transmission. We reserve the right to close your Account and terminate contractual relations if you withdraw your consent to receive electronic Communications from us.

11.2.Notices to FLOIN made in connection with these Terms must be sent to: [email protected] or to the postal address of FLOIN.

11.3.It is your responsibility to keep your contact details on file with FLOIN up to date so that we can communicate with you electronically. If FLOIN sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, FLOIN will be deemed to have provided the Communication to you (risk of reception). Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add FLOIN to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number, or street address at any time by filing a support request by sending us an email at [email protected]. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by FLOIN are returned, FLOIN may deem your Account to be inactive, and you may not be able to complete any transaction via our Services until FLOIN receives a valid, working email address or mobile phone number from you.

12.1.You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform these Terms and grant the rights, licenses and authorizations under these Terms; (b) the name identified by you when you registered is your name and you are opening the Account on your behalf or in case of legal entities as the ultimate beneficial owner of that entity and not to the benefit of any third party (c) you and all transactions initiated by you will comply with all laws, rules, and regulations applicable to your country of residence and/or your business, including any applicable tax laws and regulations; (d) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services; (e) you and the financial institution(s), of which you are a customer of, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other governmental authority; and (f) you will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other governmental authority.

12.2.Disclaimer. THE WEBSITE, THE FLOIN MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM, AND MAKE NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THE FLOIN MATERIALS, SERVICES OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE WEBSITE, THE FLOIN MATERIALS, OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.

12.3.No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to this breach, subsequent or similar breaches.

12.4.No Warranty. You acknowledge your access to the Services, our infrastructure, our Websites, our software, and systems (including any networks and servers used to provide any of the FLOIN Services) whether operated by us or on our behalf, may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. FLOIN will make reasonable efforts to ensure that your transactions are processed in a timely manner. We make every effort to ensure that the information contained in our correspondence, reports, on the Website and given verbally by our directors, officers and staff is accurate to the best of our belief at the time the information is provided. However, we cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by you. You must check all correspondence between us carefully and notify us immediately if it includes something which appears to you to be wrong or not made in accordance with your instructions.

B2B:

12.5.Indemnification/reimbursement. To the fullest extent permitted by applicable law, you, as an entrepreneur, commercial or business user, agree to defend, indemnify, reimburse, compensate and hold harmless FLOIN, and its past, present and future employees, officers, directors, contractors, service providers, suppliers, vendors, consultants, shareholders, subsidiaries, affiliates, agents, representatives, successors and assigns (the "FLOIN Parties") from and against any and all lawsuits, actions, proceedings, investigations, liability, claims, demands, damages, losses, costs and expenses (including legal and attorney’s fees) due to or arising out of or related to your or your employees' or agents' (or, where a third party otherwise acts on your behalf with your permission, that third party’s) actions and/or inactions, your User Content, breach or violation of these Terms or breach of any law or regulations or decisions of authorities, breach of the rights of a third party, use of your FLOIN Account and/or your use of or conduct in connection with the Services, our infrastructure, our Websites, our software and our systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf.

B2C:

13.1.Liability for slight negligence is excluded vis-à-vis consumers.

B2B:

13.2.Liability for negligence is excluded vis-à-vis entrepreneurs. Our liability for damages for which we are responsible is limited to the amount you have paid to us for provision of Services. Within the framework of the provision of services with individual partial or sub-services provided by commissioned third parties, who are neither employees nor shareholders acting in any other capacity, insofar as they were commissioned by us without your consent, we are only liable in the event of fault in their selection. Our liability is limited to the greatest extent permitted by law.

13.3.The liability of FLOIN, each of its respective affiliates, contractors and its respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of or in connection with Website, the Services, any performance or non-performance of the Services, whether under contract, statute, strict liability or other theory (including, for avoidance of doubt, any negligence of FLOIN) will not exceed the amount of the fees paid by you as an entrepreneur (B2B) to FLOIN under this agreement in the twelve-month period immediately preceding the event giving rise to the claim for liability.

General:

13.4.Liability for intent remains unaffected. If the liability of the Company is excluded or limited, this shall also apply to the personal liability of its directors and officers, employees and vicarious agents. FLOIN will not be liable for any indirect, special, incidental, or consequential damages.

13.5.Without limiting the foregoing, in no event will FLOIN or any of FLOIN Parties be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations and duties under these Terms, where such failure or delay is caused by abnormal and unforeseeable circumstances beyond our control, such as e.g., interruptions or unavailability of telecommunication systems or more generally of our Service (e.g., due to fire or similar disasters, power cuts, failure of computer systems or attacks against the systems of FLOIN). FLOIN shall not be liable for damages resulting from the implementation of legal provisions, measures taken by public authorities, declared or imminent, acts of war, revolutions, civil wars, pandemics, fait du prince, strikes, lockouts, boycotts and picketing, regardless of whether FLOIN is itself a party to the conflict or if its services are only partially affected or where a failure or delay occurs as a result of FLOIN complying with its legal obligations or national of foreign laws or regulations or decisions of authorities.

13.6.Due to a lack of influence, FLOIN will also in no event be liable to you for any damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the Services, including but not limited to:

• Losses of profits, expected revenue or gains, or business opportunities, even if we were advised of or knew or should have known of the possibility of the same;

• Security problems experienced by the User of the Services, the properties of the Virtual Assets or its underlying technology used or any other Services, e.g., unauthorized access to a User's Account;

• Technical failures in the hardware of a user, e.g., data loss owing to a faulty or damaged storage device;

• Mistakes made by a User, e.g., forgotten passwords, transactions sent to incorrect addresses;

• Software, e.g., corrupted files, incorrectly constructed transactions, unsafe software libraries and/or malware affecting the Services;

• Actions or inactions of third parties or events experienced by third parties, e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties;

13.7.FLOIN shall be liable only in cases of intent towards commercial users (B2B) and towards consumers (B2C) only in cases of gross negligence or intent for any type of damages.

13.8.FLOIN always strives to ensure that the Services are available without interruptions and that transmissions are error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to Services may occasionally be interrupted or limited to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such temporary interruption or restriction. In such a case FLOIN may only be held liable if the cause of damage is due to intentional or grossly negligent breach of duty. The risk of accidental loss (e.g., in case of force majeure events, including theft or the disablement by third parties) shall in any case be borne by the user.

B2C:

13.9.For you as a consumer within the meaning of the Liechtenstein Consumer Protection Act (KSchG), all claims, but not warranty claims, against us shall expire if they are not asserted by you in court within one year from the time at which you became aware of the damage and the person causing the damage or of the event otherwise giving rise to the claim, but at the latest after the expiry of five years after the conduct causing the damage (giving rise to the claim) (breach).

B2B:

13.10.Unless a shorter limitation or preclusive period applies by law, all claims against us shall be forfeited for you as an entrepreneur within the meaning of the KSchG (Consumer Protection Act) if they are not asserted by you in court within six months from the time at which you became aware of the damage and the person causing the damage or of the event otherwise giving rise to the claim, but at the latest after the expiry of five years after the conduct (breach) causing the damage (giving rise to the claim).

General:

Company reserves the right to retain any and all tokens, cryptocurrencies, digital assets, or any other assets held in custody on behalf of the User or held as part of any other Services as a security interest for the satisfaction of any and all obligations, whether undisputed or disputed, the User may owe to the Company, whether presently due, future, or contingent, under the Terms of Service or any other agreement between the User and the Company. This retention right includes, but is not limited to, rights to withhold, set-off, or otherwise retain any assets of User with Company to secure the performance of any obligations the User has towards the Company, including fees, charges, or liabilities arising from the use of the platform or Services provided by the Company.

The Company is entitled to offset any and all claims it has against the User with any claims the User may have against the Company. This right of offsetting extends to any User assets over which Company may dispose or holds in custody or otherwise.

In the event of offsetting, the Company will calculate the equivalent value of the assets based on the market rate at the time of offsetting. The User acknowledges and agrees that such valuations will be determined by the Company in its discretion.

The User hereby expressly agrees that the Company may exercise its offsetting rights without prior notice and that the User's claims against the Company will be deemed settled to the extent of the offset amount.

14.1.The invalidity of individual provisions of these Terms or of the contractual relationships regulated hereby shall not affect the validity of the remaining agreements. The contracting parties undertake to replace invalid or unenforceable provisions with a provision that comes as close as possible to the economic result of the invalid or unenforceable provision.

14.2.If any part of These Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining parts of these Terms will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms and the rest of these Terms remains in full force and effect.

15.1.These Terms and your use of the Website and our Services are governed by and construed in accordance with the laws of the Principality of Liechtenstein, without regard to its conflict of law principles or the UN Convention on Contracts for the International Sale of Goods (CISG), which would cause the application of the laws of any other jurisdiction, unless mandatory provisions for the protection of consumers of the law of another country contradict this.

15.2.The Courts of Liechtenstein have exclusive jurisdiction over any and all disputes resulting out of or in relation to this Agreement and its enforcement, unless mandatory provisions for the protection of consumers of the law of another country contradict this.

15.3.You acknowledge that any dispute arising out of or related to these Terms is personal to you and FLOIN and that any dispute will be resolved solely through individual litigation and will not be brought as a class litigation, class action or any other type of representative proceeding.

17.1.Upon registration we may provide you with a demo or restricted access for restricted use, until the onboarding is complete and you may make use of our range of Service options according to our service plans. Such restrictions of demo or restricted access are determined solely at our discretion and may be modified at any time.

17.2.You agree to pay the applicable fees listed in the below Fees Schedule for the respective Service to us, whenever you use our Services. The applicable fees for provision of our Services become due and payable upon use of and/or subscription to the respective Service. Subject to these Terms, we reserve the right to change our fees at any time upon giving notice. Fees can be assessed based on the services you used, for example, monthly or annual fees, or fees based on the number of the transactions or their respective values, or the types of the assets used, including all applicable charges or commissions.

17.3.We recommend paying any fee within the FLOIN ecosystem by using the FLOIN Tokens ($FLOIN) in order to qualify for potential discounts from time to time.

17.4.The Fees Schedule is published at https://support.floin.com/support/solutions/articles/103000063858-fees and forms an integral part of these Terms. Third party fees may apply.

17.5.Setting off. You authorize us, or our designated partners, to charge or deduct any applicable fees owed in connection with provision of our Services from any assets held in your Account. You agree that we may set off fees due against your Account balance or debit your funding instrument connected to your FLOIN Account (like a debit or credit card on file), as the case may be, for any amounts you owe us under these Terms. All deductions and fees are charged at the time we process a transaction or the applicable Service (or when the periodic payment becomes due) and are deducted from your Account balance. If you owe us an amount that exceeds your balance, we may charge or debit a funding instrument registered in your Account or you will pay us the full amount outstanding upon receipt of our invoice. You will be liable for and pay us upon invoice all necessary costs incurred associated with collection in addition to the amount collected, including without limitation attorneys’ fees, court costs, collection agency fees, and any applicable interest. In simple terms, our right to set-off means that we may deduct such fees, charges or other amounts mentioned in this section from an Account balance held or controlled by you. Where the aggregate amount you owe us exceeds the amount held in your Account, we may show your Account balance (in Virtual Assets) in negative figures as a reflection of the net amount you owe to us.

17.6.Processing Errors. In the event there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your Account (Virtual Assets) or your account at another financial intermediary (legal tender), as applicable, to correct such error.

17.7.Taxes. You are responsible for determining and paying any and all taxes, duties and contributions, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance or use of the Services, your use of the Website, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives. You are also responsible for complying with any reporting obligations. You acknowledge and consent to protect, defend, indemnify and hold harmless FLOIN with regard to any taxes or other charges and contributions required to be paid by you. You also are responsible for collecting, withholding, reporting, and remitting correct taxes and duties to the appropriate authority. While we may provide you a means for you to determine and apply taxes to your transactions (including certain automated reporting tools), we are not obliged to determine whether taxes or duties apply and are not responsible for calculating, collecting, reporting, or remitting any taxes or duties to any authority arising from any transaction.

Assignment

18.1.You may not assign or transfer any right to use the Services or any of your rights or obligations and duties under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. FLOIN may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice.

FLOIN affiliates and independent contractors

18.2.The Website and any Services may be operated or provided by FLOIN, its affiliates or contractors. In case of an affiliate or contractor acting as vicarious agent of FLOIN, FLOIN will not be liable for slight negligence of this affiliate or contractor.

Prolonged inactivity

18.3.FLOIN waives the right to terminate contractual relationships with you due to dormancy and to allow the corresponding claims to lapse. However, FLOIN reserves the right to terminate or offset in the event that its claim for remuneration against you or your legal successor is no longer covered. In general, FLOIN acts according to the guidelines of the Liechtenstein Financial Market Authority FMA and the Liechtenstein Banking Association regarding dormant accounts (accounts which have been dormant for 10 years).

Special promotions

18.4.Floin may at any time offer special promotions to users. Terms for such promotions can be found at this link.

Entire Agreement

18.5.These Terms contain the entire agreement and supersede all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. In the event of any conflict between these Terms and any other agreement you may have with FLOIN, these Terms will prevail unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes or amends these Terms. Any amendment of the Agreement, including this clause, requires the written form.