Agreement to Terms

PREAMBLE

THESE TERMS OF SERVICE APPLY TO ANY ACCESS TO, OR USE OF, ANY SERVICES MADE AVAILABLE BY Floin AG and its wholly owned subsidiaries ("TFT," "FLOIN", "OUR," "WE" "US" OR "THE COMPANY") USING THE WEBSITE https://floin.com/ OR ANY OF ITS SUB-SITES, OR MOBILE APP OR ANY OTHER APPLICATION PROGRAMMING INTERFACES (API) PROVIDED BY FLOIN RELATING TO THE SITE, WHICH ARE ACCESSED EITHER DIRECTLY OR INDIRECTLY THROUGH FORWARDING OR REDIRECTING LINKS (THE "WEBSITE" OR "FLOIN WEBSITE"), AND TO ANY OTHER RELATED SERVICES PROVIDED BY FLOIN RELATING TO THE WEBSITE OR AS DESCRIBED IN THESE TERMS (THE "SERVICES" OR "FLOIN SERVICES").

TFT IS A PUBLIC LIMITED COMPANY DULY INCORPORATED UNDER THE LAWS OF LIECHTENSTEIN. TFT ACTS AS A VIRTUAL ASSET SERVICE PROVIDER ("VASP") REGISTERED WITH THE NATIONAL SUPERVISORY AUTHORITY, THE LIECHTENSTEIN FINANCIAL MARKET AUTHORITY ("FMA") UNDER THE LIECHTENSTEIN ACT ON TOKENS AND TRUSTED TECHNOLOGY SERVICE PROVIDERS (TTTA OR IN GERMAN TVTG) UNDER REGISTER NUMBER 329177. TFT IS OPERATING ITS PLATFORM FLOIN AND IS REGISTERED SINCE FEBRUARY 27, 2023, AS:

  • Token Issuer pursuant to Art 12 para 1 TTTA (a person who offers Virtual Assets, as defined in this preamble, to the public on behalf of a principal);

  • Token Issuer pursuant to Art 12 para 2 TTTA (a person who offers Virtual Assets to the public on their own behalf);

  • Token Generator according to Art 2 para 1 letter l TTTA (a person who technologically generates one or more Virtual Assets);

  • TT Key Custodian according to Art 2 para 1 letter m TTTA (a person who keeps private keys for clients);

  • TT Token Custodian according to Art 2 para 1 letter n TTTA (a person who holds Virtual Assets in another person’s name for another person’s account in custody);

  • TT Exchange Service Provider according to Art 2 para 1 letter q TTTA (a person who exchanges legal tender for Virtual Assets and vice versa, and Virtual Assets for other Virtual Assets as part of purchase or sales orders);

AND PROVIDES ITS SERVICES WITH REGARD TO CERTAIN CRYPTOCURRENCIES, CRYPTOGRAPHIC TOKENS, COINS OR ASSETS AND OTHER TOKENS, DIGITAL RIGHTS OR ASSETS WHICH NEITHER REPRESENT FINANCIAL INSTRUMENTS NOR E-MONEY ("VIRTUAL ASSETS").

PLEASE READ THESE TERMS CAREFULLY BEFORE REGISTERING TO OR USING FLOIN SERVICES, FLOIN WEBSITE, FLOIN USER ACCOUNT, FLOIN WALLET OR ANY OTHER SOFTWARE PROGRAMS, INTERFACES OR FEATURES AS DESCRIBED IN THESE TERMS.

BY REGISTERING FOR OR USING THE FLOIN SERVICSE DESCRIBED BELOW, YOU ("YOU" OR THE "USER") – EITHER ON BEHALF OF YOURSELF OR THE BUSINESS OR LEGAL ENTITY YOU REPRESENT – AGREE TO BE BOUND BY THE PROVISIONS OF THESE TERMS (INCLUDING ALL POLICIES INCORPORATED BY REFERENCE INTO THESE TERMS), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICE. BY CLICKING ON AN "I AGREE" BUTTON OR CHECKBOX PRESENTED WITH THESE TERMS OR BY ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

These Terms are a legally binding contract between You, the User, and Us, the Company, Floin AG, public register number: FL-0002.580.678-2, with its registered office at Äulestrasse 45, 9490 Vaduz, Liechtenstein (also referred to as "Floin" hereinafter) applying to and governing Your use of Our Services.

These Terms incorporate, and you hereby confirm that you have received the Terms and acknowledge their content (including for the avoidance of doubt: any policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on our website or are referenced in these Terms and which we may modify from time to time by giving notice of the amendments and the updated Terms via email, the Website or the Services or any other means of giving such notice. By clicking on an "I Agree" button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you signify your consent and confirm your agreement to the modified Terms. Any amended Terms will become effective immediately after such acceptance by you. If you do not agree to any modification to these Terms, you must stop using the Services.
The place of performance of any Services under these Terms is Liechtenstein. You take note of and acknowledge that Services are performed in their entirety in Liechtenstein. Furthermore, you confirm that you have become aware of the Services of Company because of your interest in the blockchain technology and corresponding projects and that you have approached Company directly in order to initiate business with Company, you are acting on your own behalf and ultimate beneficial owner of your funds, which you signify by clicking on a corresponding checkbox or statement, if applicable.
You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. You are not permitted to transfer your Account to a third party.

FLOIN reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information to which you are consenting.

In these Terms, references to "includes," "including," "including but not limited to," "including without limitation" and words or phrases of similar import shall be deemed to have the same meaning and the words "includes(s)" and "including" shall not be deemed to be terms of limitation but rather be deemed to be followed by the words "without limitation."

In these Terms, references to "B2C" mean "Business to Consumer Services" and the respective provisions only apply to our Services provided to consumers (end users), whereas references to "B2B" mean "Business to Business Services" and the respective provisions shall apply to our Services provided to entrepreneurs (business users) pursuant to the Liechtenstein consumer protection and distance selling laws.

This Preamble forms an integral part of these Terms and is of binding nature.

IMPORTANT INFORMATION ABOUT KEY RISKS

This section of the Terms highlights some of the risks associated with transactions in connection with Virtual Assets and other risks which FLOIN would like you to consider before accepting these Terms and using any part of the FLOIN Services. You are solely responsible for understanding and complying with any and all applicable laws, rules and regulations in connection with your acceptance of these Terms and your use of any part of the FLOIN Services, including but not limited to those related to taxes as well as reporting and disclosure obligations. To the best of the knowledge and belief of FLOIN, all risk factors which are material to you in making an informed judgement to accept these Terms and use any part of the FLOIN Services have been set out below. However, the list of risk factors set out below is only a non-exhaustive list for your consideration, and other risks, arising either now or in the future, could additionally be relevant and applicable to you in making an informed judgement to accept, or continue to accept, these Terms and/or use, or continue to use, the FLOIN Services.

Risk of Theft or Hacking and Software Weaknesses

FLOIN’s underlying software application and software platform as well as smart contract used with regard to Virtual Assets and their software protocol may be subject to attacks by hackers or others, including but not limited to so-called malware attacks, denial-of-service attacks, and spoofing. Such successful attacks may result in the theft or loss of funds or other assets, which may impair the ability to develop the business and affect any use or functionality of the FLOIN Services. FLOIN’s underlying software application and software platform are constantly evolving, and advances in cryptography or technical advances may pose risks to the Services. FLOIN does not guarantee, warrant or assure and does not take on any liability that the software platform and Services of FLOIN can be operated uninterruptedly or error-free. FLOIN may not be held liable to pay damages resulting from hacks or other malicious attacks and does not take on any responsibility or liability for such events, incurred by third parties.

Risk of Funds Not Being Immediately Available

FLOIN may close, suspend, or limit your access to any part of the FLOIN Services (as defined below), and/or restrict your access to the available balance of Virtual Assets of your FLOIN Account (as defined below) for so long as reasonably required to protect against the risk of liability if you violate, breach or fail to comply with any part of these Terms. For the avoidance of doubt, FLOIN may also permanently close, suspend, or limit your access to the FLOIN Services if you violate, breach or fail to comply with any part of these Terms.

Please note that your ability to access your available balance of Virtual Assets for purposes of making transactions using the available balance of your FLOIN Account will depend upon whether the available balance (which is the subject of such transaction) is sufficient. Virtual Assets may be briefly reserved for execution of (already initiated) Services, payment of fees and charges or similar purposes.

For the purposes of these Terms:

  1. The element of your FLOIN Account which constitutes the available balance is the operational part of your FLOIN Account through which you have access to your available balance of Virtual Assets, and which can be used for the execution of your transactions respectively Services.

  2. The element of your FLOIN Account which constitutes the reserved balance with regard to Virtual Assets is restricted as in you have no ability to use the reserved balance in order to execute any transactions respectively Services. Any reserved balance may be marked or categorized, for example, as "pending", "under review", or other similar indications or categorizations. The temporary holding of available balance in such reserved state by FLOIN is related to FLOIN’s execution of Services and/or FLOIN’s assessment and determination, at its sole and absolute discretion, of certain AML, CFT, fraud-schemes, financial and other regulatory risks.

  3. If you are the user of the FLOIN Services, your balances of Virtual Assets held with third parties, such as virtual assets exchange platforms or custodian providers or other VASPs do not constitute and are not a part of your available balance with FLOIN.

Price Change Risk Associated with Using Virtual Assets

Prices of Virtual Assets fluctuate day by day or even hour by hour. The value of your available balance could surge or drop suddenly. Please note that there is a possibility that the price of Virtual Assets could drop to zero. Prices of virtual Assets are prone to significant fluctuations, for example, due to announced proposed legislative acts, regulatory and tax changes, governmental restrictions, news related to cybercrimes or other factors causing potentially excessive market enthusiasm or disproportionate loss in confidence. Markets in and prices of Virtual Assets can also be manipulated.

Liquidity Risk and the Nature of Virtual Assets, Risk of using FLOIN platform and Services

Your FLOIN Account and the available balance of your FLOIN Account are not protected by the relevant deposit guarantee or investment indemnity schemes, either in Liechtenstein or in any other country. However, pursuant to Art 25 TVTG in the event of foreclosure or insolvency of a Liechtenstein VASP, Virtual Assets held on behalf of Users are to be regarded as third-party assets and are segregated.

Virtual Assets are not legal tender and are not backed by any government. Unlike legal tender, which is regulated and backed by local governments and central banks, Virtual Assets are based only on technology and user consensus (private quasi-payment instruments), which means that in cases of massive manipulations or market panic, central governments will not take any corrective actions or measures to achieve stability, maintain liquidity or protect their value.

There is a possibility that executed orders with respect to certain transactions with Virtual Assets cannot be settled or may be difficult to settle or can be completed only at significantly adverse prices depending on the market situation and/or market volume on the FLOIN Exchange or the FLOIN platform and Services in general or due to lacking liquidity (lack of buying and selling orders or advice prices in the bid and ask spread).

There is also no assurance that FLOIN will continue to accept or support certain types of Virtual Assets or that our commercial partners, vendors or services providers will continue to permit or accept transactions with Virtual Assets in the future.

Blockchain Network Risk

Completion of certain transactions in connection with Virtual Assets on blockchains or similar protocols can be deferred for a certain period of time until an adequate number of confirmations has been received. Blockchain transactions will not be reflected in your FLOIN Account until the adequate number of confirmations has been received and confirmed by FLOIN. There is a possibility that your blockchain-based transactions may be declined or remain unconfirmed for a period of time. Transactions in connection with Virtual Assets may be irreversible and final, and, accordingly, potential losses due to fraudulent or accidental transactions may not be recoverable. Some blockchain transactions are deemed to be completed when recorded on a public ledger, which is not necessarily the date or time when you or another party initiated the transaction.

Risk of Using External Wallet Services and Exchange Services

In the case where you use an external Virtual Asset wallet or a Virtual Asset wallet which is established or maintained with a third-party virtual asset service provider (e.g., exchange, custodian or another service provider) where you do not have secure possession of your private keys or credentials to access such Virtual Asset wallet, you may not be able to access your Virtual Assets. FLOIN is under no obligation or duty and may not be able to assist you in such case.

Risk of Using FLOIN Account

While FLOIN is committed to high standards for maintaining the security of all private keys to the Virtual Assets wallets associated with FLOIN accounts, FLOIN is not responsible and is not liable for any loss of Virtual Assets resulting from any loss, theft, or inappropriate or unauthorized disclosure of and/or use of the private keys to the Virtual Asset wallet associated with your FLOIN Account where such loss, theft, or inappropriate or unauthorized disclosure of and/or use is not within the control of FLOIN. FLOIN is also under no obligation to take any corrective action or measure in the event of any such loss, theft, or inappropriate or unauthorized disclosure of and/or use.

Force Majeure

There is a risk that your transactions carried out using FLOIN Services may be affected by system failures resulting from adverse events, natural disasters, hacks and other emergencies, as well as unforeseen significant changes in the external environment. With regards to opportunity loss (e.g., loss of opportunity to place an instruction with regard to Services, resulting in loss of profits which could have been obtained) due to occurrences such as emergency situations and Force Majeure events, like hacks, FLOIN is under no obligation to take any corrective action or measure and is in no case liable to you.

Regulatory Uncertainty

The regulatory frameworks applicable to services and transactions in connection with Virtual Assets is still developing and evolving. It is possible that your transactions or assets are, or may be in the future, subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country, regional (for example, in the EU or EEA) or international level may materially and adversely affect the use, transfer, exchange, and value of Virtual Assets, for which FLOIN does not take on any liability.

Definitions

Capitalized terms not otherwise defined in these Terms will have the following meaning:

AML Anti-Money Laundering pursuant to the applicable due diligence duties.
B2B Business to Business (the respective provisions shall apply to Services provided by FLOIN to entrepreneurs, commercial or business users).
B2C Business to Consumer (the respective provisions only apply to Services provided by FLOIN to consumers or end users).
CFT Counter Financing of Terrorism pursuant to the applicable due diligence duties.
Communications Information, communications, agreements, documents, receipts, disclosures etc.
Exchange Wallet Virtual Assets are held in custody by FLOIN under the so-called Exchange Wallet of FLOIN as part of the Virtual Assets custodial Services provided by FLOIN. Clients Virtual Assets are segregated from FLOINs Virtual Assets. Each User has their own Wallet.
Feedback Questions, comments, suggestions, ideas, original or creative materials or other information about FLOIN or the Services submitted by Users to FLOIN.
Fees Schedule The Fees Schedule is published at https://support.floin.com/support/solutions/articles/103000063858-fees and governs the applicable fees for Services provided by FLOIN and forms an integral part of these Terms.
FMA Liechtenstein Financial Market Authority
KYC Know Your Customer pursuant to the applicable due diligence duties.
FLOIN Materials 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 FLOIN to Users in connection with FLOIN's Website or Services.
FLOIN or Company, TFT, we, us, our Floin AG, the Company providing the Services under these Terms
FLOIN Exchange Through the FLOIN Exchange Service Users may exchange Virtual Assets which are supported by FLOIN against legal tender or other Virtual Assets. Such exchanges or trades may be executed against the own account of FLOIN as a counterparty.
FLOIN Token or Coin ($FLOIN) The FLOIN Tokens ("$FLOIN") are Virtual Assets which come primarily with voucher function within the FLOIN ecosystem. FLOIN Tokens may be used to pay fees associated with the Services offered by FLOIN or purchase Services from Floin.
Legal Tender Any fiat currency, such as Euro, US-Dollar, Swiss Francs, etc which is declared a national currency by statutory law, which is not a Virtual Asset or privately issued payment instrument or equivalent to such means of payment, and which is accepted by FLOIN as consideration for provision of Services.
Key-Custodian FLOIN may inter alia act as a key-custodian as part of the provision of custodial services (including Token custody) by safekeeping the private key of individual (external) wallets of Users.
Tokens An information (pursuant to Art 2 para 1 lit c in connection with lit b and d TTTA) on a transaction system that enables the secure transfer and storage of tokens and service delivery based thereon using trusted technologies (e.g. blockchain) that can represent absolute or relative rights, but do not have to, and which is associated with one or more identifiers (e.g. public key) that enable the unique assignment of tokens.
Restricted Locations Lists of sanctioned states (country lists) and lists of sanctioned persons (name lists) which are not eligible to register for an FLOIN Account.
Services or FLOIN Services Any Service provided by FLOIN, either relating to the Website or platform and API of FLOIN or otherwise provided by FLOIN pursuant to these Terms.
Terms These Terms of Service including all policies incorporated by reference into these terms.
Tiamonds Tiamonds are non-fungible tokens (NFT), based on Ethereum’s ERC-721 token standard, each NFT representing the ownership right of a specific real-world Diamond. Each unique Tiamond Token is linked to a real unique diamond. Real-world Diamonds are represented by Tiamonds, which represent their 1-1 ownership rights.
Token Creation and Issuance Services FLOIN provides the Services of 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 as part of the so-called Token Creation and Issuance Services.
TTTA or TVTG Liechtenstein Tokens and Trusted Technology Service Providers (TT service providers) Act or in German "Token und vertrauenswürdige Technologie-Dienstleister Gesetz" which has been dubbed the "Blockchain Act".
User Account or FLOIN Account or Account The Account of a User after registering with FLOIN through the Website, API or platform of FLOIN, in order to access or use Services. The FLOIN Account is your central place to manage your profile, settings and security. From here you can access all FLOIN Services within one single account.
User or You The party contracting with FLOIN pursuant to these terms accessing or using Services.
VASP Virtual Asset Service Provider or Crypto Asset Service Provider
Virtual Assets Cryptocurrencies, cryptographic tokens, coins or assets and other tokens, digital rights or assets which neither represent financial instruments nor e-money (also Crypto Assets).
Website https://floin.com

YOU AND FLOIN HEREBY AGREE AS FOLLOWS:

1. User Account

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. Acceptable Use

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. Third Party Accounts and Services

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. Your FLOIN Transactions and Authorizations

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

5. The Services

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.

5.4.3.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.

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.

5.18.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.

5.24.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. 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.

6. Right of Withdrawal

This whole section 6. Only applies to Users who are consumers ("B2C").

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.

b) Contracts of sale or similar transactions and other services with regard to Virtual Assets

The right of withdrawal from an agreement pursuant to the FAGG does not apply for the delivery of goods or services for which the price is dependent on fluctuations in the financial market that cannot be controlled by the provider of these goods and services, and which may occur during the withdrawal period (Art 19 para 1 lit b FAGG). The background to this exclusion from the right of withdrawal is that the risk of an at least indirectly financial market-related speculative transaction is not to be unilaterally burdened onto an entrepreneur but is to be distributed equally between the two parties of contractual relation when an agreement is concluded. Trading in Virtual Assets (regardless of the underlying contractual relationship) is speculative by nature. Therefore, the User does not have a right to withdraw from any service provided with regard to Virtual Assets.

The User takes note of and acknowledges their loss of the right of withdrawal pursuant to the FAGG owing to price fluctuations in Virtual Assets markets, as described above.

Furthermore, the right to withdrawal from an agreement with a company pursuant to the FAGG does not apply to the delivery of digital content not stored on a physical medium (applicable to Virtual Assets) if an entrepreneur – with the express consent of a consumer and given their knowledge of the loss of the right of withdrawal in the case of a timely fulfillment of the contract, and after handing over a copy or confirmation of the concluded contract to the consumer – begins to deliver this digital content in a timely fashion, before expiry of the withdrawal period.

THE USER HEREBY DECLARES THEIR EXPRESS CONSENT AND REQUESTS THAT WITH REGARD TO ANY VIRTUAL ASSETS RELATED SERVICES OR TRANSACTIONS FLOIN SHALL IN EVERY CASE PERFORM ANY TRANSACTION OR SERVICE WITH REGARD TO VIRTUAL ASSETS OR PERFORMANCE OF ANY OTHER AGREED CONSIDERATION IN A TIMELY FASHION BEFORE THE END OF THE WITHDRAWAL PERIOD OF 14 DAYS AFTER CONCLUSION OF CONTRACT. THE USER TAKES NOTE OF AND ACKNOWLEDGES THEIR LOSS OF THE RIGHT OF WITHDRAWAL OWING TO TIMELY FULFILLMENT OF THE TERMS (SETTLEMENT WITH REGARD TO VIRTUAL ASSETS), AS DESCRIBED ABOVE. FLOIN SHALL TRANSMIT A COPY OR CONFIRMATION OF CONCLUSION OF THE CONTRACT WITH THE USER TO THE USER’S ACCOUNT. THE USER HEREBY ACKNOWLEDGES, GIVES APPROVAL FOR AND REQUESTS THIS PROCEDURE. FLOIN WILL BEGIN WITH FULFILLMENT OF ANY SERVICES WITH REGARD TO VIRTUAL ASSETS BEFORE THE EXPIRY OF THE WITHDRAWAL PERIOD (TIMELY FULFILLMENT OF SERVICES WITH REGARD TO VIRTUAL ASSETS).

AS A CONSEQUENCE, THE USER WAIVES THEIR RIGHT OF WITHDRAWAL FROM ANY AGREED UPON TRADING OF OR SERVICE WITH REGARD TO VIRTUAL ASSETS, PURSUANT TO THE FAGG.

bb) Virtual Assets Custodial Services

Notwithstanding the foresaid of this section 6. b), User may withdraw from custodial services with regard to Virtual Assets provided by FLOIN to User, 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. In case of withdrawal from these Services both parties must reverse their respective consideration (and FLOIN must also hand out the Virtual Assets in custody), 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, in particular the provision of keeping Virtual Assets in custody.

bbb) Purchase of FLOIN Token

The price of the FLOIN Tokens is also dependent on fluctuations in the financial market as described above in this section 6. B). The User takes note of and acknowledges their loss of the right of withdrawal pursuant to the FAGG with regard to the FLOIN Tokens owing to price fluctuations in Virtual Assets markets and the markets for FLOIN Tokens, as described above. Furthermore, the User acknowledges the abovesaid under this section and requests delivery of FLOIN Tokens upon purchase (performance of agreement) immediate or within a reasonable time before the end of the withdrawal period (timely fashion).

7. Data Protection

FLOIN is committed to protecting your personal data. Please refer to our privacy policy under https://floin.com/privacy-policy for information about how FLOIN processes data.

8. Intellectual Property

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. User Content and Third-Party Content

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. Account Limitations, Term and Termination and Survival

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. Communications

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. Warranties and Disclaimers

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.

13. Limitation and Liability

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).

14. Severability

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. Severability

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.

16. Forward-Looking Statements

Our Website or our Services may contain certain statements that may be deemed "forward- looking statements". All statements that address activities, events or developments that the Company intends, expects, plans, projects, believes or anticipates will or may occur in the future are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements that FLOIN makes regarding general economic conditions, the blockchain industry, bitcoin and cryptocurrency or other virtual asset markets, the outlook for digital asset regulation, process and intention to file for additional licenses and regulatory approvals, the potential effect of the financing on the FLOIN operations, and the impact of these factors on our businesses. Forward-looking statements are based on certain assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions and expected future developments. Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, including regional, national or global political, economic, business, competitive, market and regulatory conditions.

17. Fees

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.

18. Miscellaneous

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.

19. Token Sale Terms

19.1. Floin Token (FLTK) Sale

BEFORE ATTENDING ANY PURCHASE OF FLOIN TOKENS (“PROJECT TOKEN(S)”) PLEASE READ THIS DOCUMENT AND THE PROJECT WHITEPAPER CAREFULLY. THIS DOCUMENT DOES NOT REPLACE THE EXPERT ADVICE OF A BANKER, LAWYER OR TAX ADVISOR REGARDING PURCHASE OF PROJECT TOKENS. NO REPRESENTATION OR WARRANTY IS MADE AS TO WHETHER, OR THE EXTENT TO WHICH, THE PROJECT TOKENS PURCHASE IS LEGAL FOR TOKEN RECIPIENTS FROM COUNTRIES WHERE THOSE ACTIVITIES ARE RESTRICTED.

BY ACCEPTING THESE TERMS OR RECEIVING ANY PROJECT TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING PROJECT TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN ISSUANCE IN LIECHTENSTEIN, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, TAX AND INVESTMENT ADVISORS.

PROJECT TOKENS DO NOT CONSTITUTE SECURITIES PURSUANT TO LIECHTENSTEIN LAW. DEPENDING ON THE RESIDENCE OF THE TOKEN RECIPIENT, SUCH QUALIFICATION MAY BE ALTERED FUNDAMENTALLY. ANY TOKEN RECIPIENT IN PARTICULAR FROM OUTSIDE OF THE EUROPEAN UNION SHOULD CONSULT THEIR LEGAL, TAX AND INVESTMENT ADVISORS REGARDING SUCH MATTERS PRIOR TO ANY PROJECT TOKENS PURCHASE. THESE TERMS SHALL IN NO WAY BE CONSIDERED TO CONSTITUTE A PROSPECTUS, A SOLICITATION FOR INVESTMENTS OR PURCHASE OF PROJECT TOKENS OR INVESTMENT ADVICE BY ANY MEANS.

DUE TO THE LEGAL NATURE OF TOKENS IN GENERAL THERE ARE CERTAIN RISKS ASSOCIATED WITH PROJECT TOKENS WHICH ARE DESCRIBED HEREIN. BY ACCEPTING THESE TOKEN SALE TERMS (HEREINAFTER "TERMS"), TOKEN RECIPIENTS AGREE TO BE PROPERLY INFORMED ABOUT ALL POSSIBLE RISKS ARISING FROM THIS TOKEN OFFERING. THESE TERMS MIGHT CONTAIN BINDING WAIVERS WHICH - IF APPLICABLE TO THE INDIVIDUAL TOKEN RECIPIENT MIGHT AFFECT HIS OR HER LEGAL RIGHTS. IF THE TOKEN RECIPIENT DOES NOT AGREE TO THESE TERMS AS STATED BELOW, HE OR SHE SHALL NOT PARTICIPATE IN THE TOKEN OFFERING.

The following Terms constitute a binding agreement between Floin AG, Äulestrasse 45, 9490 Vaduz, Liechtenstein (“Issuer” or "Token Issuer”) and the individual participant in the Project Token sale (hereinafter "Token Sale", “Token Offering” or “Offering”).

The offering of the Project Token is carried out by the Issuer on behalf and for account of itself. The functioning of the Project Token is further defined in the Project Token Basic Information document.

Subject of this Token Offering will be the transfer of Project Tokens. The Project Tokens will be transferred to the purchaser of Project Tokens (hereinafter "Token Holder" or "Token Recipient"). Token Issuer and Token Recipient shall hereinafter be referred to as “Parties”.

Token Issuer is offering up to a maximum of 600’000’000 (600 Million) Project Tokens via private and public sale to the market. The total supply of Project Tokens is 1’000’000’000 (1 Billion).

BY ACCEPTING THESE TERMS OR RECEIVING ANY PROJECT TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING PROJECT TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN OFFERING, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR ADVISORS. IF YOU HAVE NOT READ OR DO NOT AGREE WITH THE TERMS STATED IN THIS DOCUMENT, DO NOT PURCHASE PROJECT TOKENS.

The Basic Information according to Art. 33 of Tokens and TT Service Provider Act (“TVTG”) can be accessed online under the following https://floin.com/FLTK-Basic-Information.pdf

The Project Token official website and Whitepaper can be accessed here for general information about the Project Token and Issuer: https://floin.com

In case questions arise regarding these Terms respectively the Token Offering in general, feel free to contact the Token Issuer anytime via email under: [email protected]

Potential purchase of Project Tokens should be conducted by individuals or legal entities that have profound experience with and understanding of the usage and intricacies of distributed ledger technology, blockchain-based software systems and applications, including and in particular EVM compatible blockchain and tokens.

Even though Issuer will do its best to assist its customers where it will be necessary and asked for, it is not liable for any losses of tokens due to actions exclusively performed by the Token Recipient. It is therefore up to the sole discretion of the Token Recipients to assess their capability to be able to perform all steps necessary to receive the Project Tokens. By accepting these Terms, the Token Recipient acknowledges to satisfy the aforementioned requirements.

As further described herein and permitted by Liechtenstein law, by participation in the Token Offering by purchasing the Project Tokens, the Token Recipient agrees to not hold the Token Issuer or its respective past, present, and future employees, officers, directors, contractors, consultants and/or equity holders liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the Token Offering.

Considering the recitals above, the Parties agree as follows:

I.Terms Acceptance
These Terms become effective by the time the Token Recipient checks the respective boxes concerning the acceptance of these Terms and by clicking the accept button next to “I have read the Basic Information and accept the Terms of Token Sale.” on the token sale page at https://floin.com.

This document contains relevant terms and conditions that govern the purchase and usage of Project Tokens. These Tokens are ERC-20 tokens programmed using smart contract systems and compatible with the Ethereum blockchain which may be used in the ecosystem of the Issuer and come with the primary utility of a voucher function.

II.Issuer and Project Information
Issuer of the Project Tokens is Floin AG, a Liechtenstein registered company by shares that holds all relevant registrations required by Liechtenstein law to conduct the token issuance. The offering of the Project Tokens is carried out by Token Issuer on its own behalf and for its own account.

Expressed reference is made to the Basic Information according to Art. 33 TVTG being an integrated part of the Terms, which has been published here and submitted to the Financial Market Authority Liechtenstein with respective notification:
https://floin.com/FLTK-Basic-Information.pdf

The Floin Ecosystem aims to become a home for all digital assets. For more information, the Project Token official website and Whitepaper can be accessed here: https://floin.com

III.Registration and Data Protection
By registration and participation in this Token Offering, the Token Recipient warrants to provide accurate, current and complete information about their identity, residence, source of funds and further information as requested by Issuer or that is or might become relevant. Token Recipients further warrant that they are no politically exposed persons (PEP) and that they are the ultimate beneficial owners of their funds and the contractual party of the Issuer.

The Token Issuer may demand additional information during the course of the Token Recipients ownership of Project Tokens.
In order to validate the information provided by the Token Recipient, Issuer may submit inquiries including but not limited to commercial databases, population registers or other data provided by governmental agencies or accredited data vendors for PEP, sanctions, transaction, adverse media screening and monitoring among others. Any data provided by the Token Recipient during or as part of the Token Offering will be processed and stored in accordance with the applicable Liechtenstein data protection laws. Any personal data will not be processed in a way that is incompatible with these laws. The provisions of Article 30 of the Data Protection Act and Article 15 General Data Protection Regulation ("GDPR") apply to the right to information.

Please refer to Issuers’s Privacy Policy for further details: https://floin.com/privacy-policy

IV.Project Tokens
The Project Tokens (Label: FLOIN; Token Symbol FLTK; ITIN: 6TYJ-KTQF-4) are Virtual Assets issued by the Issuer and which come with voucher and/or discount function. Project Tokens may be used to pay fees associated with the services offered by Issuer on its platform www.floin.com. There is no contractual right to redeem the monetary value. Cash payouts are not possible.

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

Project Tokens may be used on the Issuer’s website in connection with its services. With Project Tokens you may procure or pay for services provided by Issuer. Project Tokens do not represent any participation in the Issuer. The Project 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 services 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 Project Token as well.

V.Token Offering

  • Token sale start date: 01.06.2022

  • Token sale duration: 564 days

  • Private Sale 1: 01.06.2022. – 16.3.2023

  • Private Sale 2: 16.3.2023. – 16.7.2023

  • Public Sale: 16.7.2023. – 16.12.2023

  • Currencies accepted: EUR, and USDC

All purchases of Project Tokens are final. Respective purchases are non-refundable. By accepting the Terms, the potential Token Recipient acknowledges that the Token Issuer is not required to provide a refund for any reason besides the ones stated by Liechtenstein law. Reference is made to the general terms and conditions of Issuer, in particular with regard to the right of withdrawal.

Tokens are provided on an “as is” basis: Tokens will be provided on an “as is” basis. The Token Issuer and each of their respective directors, officers, employees, equity holders and affiliates make no representations or warranties of any kind. Digital assets are part of a new and rapidly evolving industry, and the value of Project Tokens depends on the development and acceptance of this industry. Extreme volatility in the future could have a material adverse effect on the value of Project Tokens and they could lose all or substantially all of its value.

VI.Eligibility for Token Sale
In order to participate in the Token Sale the Token Recipient must comply with the following requirements:

1.Token Recipient must be at least 18 years old;

2.Token Recipient must have full legal capacity;

3.Token Recipient must reside in eligible countries, which primarily consist of countries of the European Economic Area and are not being listed as prohibited countries. Token Recipient must initiate business relations with Issuer if not resident in Liechtenstein;

4.Token Recipient must have a fully verified account with Issuer and undergo the onboarding and compliance procedure of Issuer. Registration website can be accessed at www.floin.com

Generally, every person complying with the list mentioned above is eligible to participate in the Token Sale and purchase Project Tokens unless they are non-compliant, violate or infringe applicable laws.

If any person features criteria mentioned below, they will be excluded from participation in any case:

1.Token Recipient who provides false or incorrect information concerning their personal information, source of funds, residence or other eligibility criteria by any means for whatever reason;

2.Token Recipient whose acquisition of Tokens would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions;

3.Token Recipient acting directly or indirectly on behalf of terrorists or terrorist organisations, including those persons or entities that are included in the sanctioned countries and sanctioned person lists in Liechtenstein, EU and US;

4.Token Recipient who acts, directly or indirectly, for a political figure, any member of a foreign political figure's immediate family or any close associate of a senior foreign political figure;

5.Token Recipient who makes representations or warranties in the Terms that are not true when given or have ceased to be true;

6.Token Recipient whose circumstances are such that, in the opinion of the Token Issuer’s directors, its continued ownership of Tokens would cause an undue risk of adverse tax or other consequences to the Token Issuer. Those circumstances include those that affect that Token Recipient directly or indirectly, whether taken alone or in conjunction with another person or persons, connected or not, or any other circumstance that appears to the directors to be relevant; and

7.Token Recipient, or a Token Recipient that is an entity acting as trustee, agent, representative or nominee for a person, who is a United States person (citizen or resident - tax, green card holder or otherwise). The Token Recipient must notify the Token Issuer immediately if he becomes a United States resident (tax, green card holder or otherwise), citizen or becomes aware that any person for whom the Token Recipient holds shares as trustee, agent, representative or nominee has become a United States resident.

VII.Participation in the Token Sale
The participation process looks as follows:

1.Each participant is obligated to conduct account registration and compliance onboarding with Issuer through the website at www.floin.com.

2.Each potential Token Recipient will be required to complete the verification process. This step will demand information with regard to applicable anti-money laundering (AML/CFT) and know your customer (KYC) procedures including the verification of identity and authentication of the source of funds;

3.Project Tokens will be acquired at the Issuer’s platform using eligible crypto assets or other accepted funds.

4.The Project Token purchase price must be paid in accordance with the instructions displayed to the potential Token Recipient. Transaction fees as displayed may arise.

5.Once the steps are concluded and the information is provided to the Token Issuer, the Token Recipient can conclude the Project Token purchase. Project Tokens will be transferred to the Token Recipient’s account respectively wallet. Vesting and other restrictions may apply depending on vesting schedules and locking schemes.

The participation process may be amended upon obtained experience due to for instance network congestion or other technical challenges.

VIII.List of Restricted Countries
The Token Issuer will not sell any Tokens where potential buyers are citizens or residents (tax or otherwise) of restricted jurisdictions as determined by the Token Issuer. In particular, restricted jurisdictions are the United States of America, further any US persons are prohibited from participating as well as any sanctioned countries or persons, PEPs. The Jurisdictions defined as prohibited countries according to Issuers AML framework in general can be found at https://support.floin.com/support/solutions/articles/103000063816-country-list.

This token offering is conducted in Liechtenstein pursuant to Liechtenstein law. We do not specifically target customers in any particular country (no direct solicitation). Instead, we passively accept customers who find us online and decide to register. We have no physical presence, offices, employees, or local activities outside of Liechtenstein. Thus, our activities are considered to be based in Liechtenstein, and these Terms as well as our general terms of service clearly state that the jurisdiction of any transaction and services offered and provided is Liechtenstein.

The Token Issuer has the right to amend the lists of restricted countries at any time and at its sole discretion. Depending on the Token Recipient's country of residence, the legal assessment of the Project Token may be changed fundamentally upon respective amendments of domestic legislation. It is up to the Token Recipient to keep track of such changes. The Token Issuer is not liable for any mutations in the legal assessment of the Token arising from any developments in domestic legislations.
The Token Issuer is not liable for any changes in the legal assessment pursuant to a certain national legislation of a restricted country that turned applicable due to the Token Recipient's relocation. In such cases, the Token Recipient must keep track of the above-mentioned list of non-restricted countries and in any case inform the Issuer about the new address and residency details.
The Token Recipient shall not participate in the Token Offering if there are applicable legal restrictions in their country of residence or domicile. It is their sole responsibility to ensure that the participation in the Token Offering is not prohibited under the applicable legal restrictions in his country of residence or domicile.

IX.Rejection of Token Purchase
The purchase of Tokens during the Token Sale is final. Purchases cannot be cancelled, and purchases cannot be refunded, except as provided in these Terms or as may be required by applicable law.

The Token Issuer has the right to reject the Token Recipient's offer to purchase Project Tokens, in whole or in part, without giving a reason for the rejection. Under those circumstances, the cryptocurrency, fiat or other payment submitted will be returned in the manner they were received.

X.Liabilities of Issuer
The Token Recipient acknowledges and agrees that, to the fullest extent permitted by Liechtenstein law, the disclaimers of liability contained herein apply to all damages or injury whatsoever caused by or related to:

  • Use of, respectively the inability to use Project Tokens;

  • Complications arising from the use or the inability to use the personal wallet used to receive the Project Tokens. The application to set up a private wallet falls within the exclusive liability of all Token Recipients. The Token Issuer cannot be held liable for any inconveniences that arise from the use of any wallets obtained by the Token Recipients;

  • The Token Recipient is obligated to keep track of the current blockchain network Gas prices and make sure that they have enough assets at their disposal to satisfy the respective Gas fees due. Gas fees may arise for purchase, transfer and unlocking of tokens which had been vested. It may be the case that such Gas fees exceed the value of the transaction intended to be conducted. The Token Issuer cannot be held liable for any changes of Gas fees associated with the transaction of Project Tokens. The Token Issuer may furthermore not be held liable for any circumstances arising due to the fact that Token Recipient does not dispose of enough assets to satisfy the amount of Gas fees due and therefore is not able to conduct the favoured transaction;

  • Issuer under any cause or action whatsoever including but not limited to actions for breach of warranty, breach of contract or tort;

  • Indirect, incidental, special, exemplary or consequential damages including for loss of profits, goodwill or data;

  • Damages or interferences arising out of any interactions with the smart contract implemented in relation to Project Tokens;

  • Losses of the Project Token for whatever reason;

  • Tax liabilities arising to the Token Recipient. All Token Recipients are exclusively responsible for the determination of their own tax duties with respect to the cause of their emergence, their extent and their settlement. The Token Issuer cannot be held liable for any misinformation and defaulted transmission of facts that the Token Recipient owes to any national authority.

Issuer cannot be held liable for any misinformation provided by the Token Recipient. In particular, the Token Issuer may not be held liable for any loss of Project Tokens due to:

  • Wrong or bad wallet address provided by the Token Recipient used for withdrawals or vesting;

  • False network (e.g., wrong blockchain) wallet address provided by the Token Recipient;

  • Loss of wallet keys by the Token Recipient;

The Token Issuer's aggregate liability in tort, contract or otherwise, arising out of or in connection with the use, receipt or holding of Project Tokens is limited to the amount paid by the Token Holder for the receipt of the Token. The Token issuer shall not be liable for gross negligence (B2B).

The Token Issuer shall in no case, particularly in B2C transactions, be liable for slight negligence.

The risk of accidental loss (e.g., in case of force majeure events, including hacks, theft or the disablement by third parties) shall in any case be borne by the Token Recipient.

XI.Indemnification
By agreeing to these Terms and accessing the service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Issuer, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Issuer Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the service, content, crypto assets (b) any feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify Issuer of any Claims and cooperate with the Issuer Parties in defending such Claims. You further agree that the Issuer Parties shall have control of the defence or settlement of any Claims.

XII.Refunds
Tokens are non-refundable: The Issuer is not obliged to provide Token Recipients with a refund for any reason and Token Recipients cannot request a redemption of the monetary value vis-à-vis Issuer to the extent possible under Liechtenstein law. Token purchases are final subject to the right of withdrawal per Liechtenstein statutory law (compare general terms and conditions under https://floin.com/terms-conditions for more information).

XIII.Entire Agreement
These Terms, the corresponding Basic Information and the general terms and conditions constitute the entire agreement between the Token Recipient and the Token Issuer relating to the purchase and sale of Project Tokens. This agreement replaces all formerly closed agreements (disregarding of orally or written) relating to the Token Offering.

XIV.No Waiver
The failure of the Token Issuer to enforce or to exercise any rights or claims under these Terms shall not be construed as a waiver of such rights. The Token Issuer's express waiver of any rights or claims under these Terms shall not be deemed to be a waiver of any future obligation to comply with such provisions unless such waiver was expressly stated by the Token Issuer. Additionally, any such waiver, representations, statements, consents or other acts (may they be orally or in written) shall have the effect of a modification of these Terms.

XV.Anti-Money Laundering Provisions
The Token Recipient represents and warrants to the Token Issuer that:

  • It is an eligible Token Recipient;

  • It is no person or entity that controls, is controlled by or under common control with, the Token Recipient would be excluded pursuant these Terms;

  • Neither the Token Recipient, nor any person having a direct or indirect beneficial interest in the Token Recipient or the Project Tokens being acquired, is the subject of sanctions administered or enforced by any country or government or is organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions; and

  • The Token Issuer may request such evidence as is necessary to verify the identity and source of funds of a prospective Token Holder and to confirm the anti-money laundering status of any transferring Token Holder. If, as a result of any information or other matter which comes to their attention, Token Recipient knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business, or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Intelligence Unit of Liechtenstein, if the disclosure relates to criminal conduct or money laundering; or (ii) Liechtenstein’s prosecutor in charge, or Liechtenstein’s Financial Intelligence Unit if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

XVI.Preclusion of Assignment
These Terms are exclusively in force between the Token Issuer and the Token Recipient. Any assignment or transfer of rights, claims or obligations pursuant to these Terms in violation of this section shall be deemed to be void. The Token Issuer may transfer and/or assign rights, claims, obligations or others to an affiliated entity at any time at its sole discretion without the prior consent of the Token Recipient. If any transfers take place in violation of this section, they shall neither have any effect nor impose any obligation vis-à-vis the Parties to these Terms.
Any dispute arising out of or related to these Terms is personal to the respective Token Recipient and Issuer and 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.

XVII.Amendments to the Terms
The Token Issuer reserves its right to amend these Terms anytime and in its sole discretion to the extent necessary to comply with applicable law and regulations. Such amendments will be disclosed to all Token Holders through publication on the Token Issuer's website. By the time of publication, each Token Recipients will have the possibility to deny the application of the amendments to these Terms within the course of 10 days. If no objection was brought to the Token Issuer, such amendments will be deemed to be accepted by the Token Holders. The amendment’s effect will turn into force on the 11th day following its publication. Other than that, changes to these Terms may merely be conducted by particular written consent of both parties.

XVIII.Issuer's Intellectual Property
Issuer's intellectual property includes inventions, ideas, concepts, software-codes by any means (written as well as electronic) as well as the software involved in general, information and data whether or not patentable, copyrightable or protectable in trademark and any trademarks, copyright or patents based thereon. You may not use any of the above-mentioned Token Issuer's intellectual property for any reason without its prior written consent.

XIX.Severance and Partial Invalidity
In case a Liechtenstein court finds these Terms respectively a portion thereof invalid, unenforceable or illegal, the Terms remain in force merely to the extent of such determination of invalidity, unenforceability or illegality without affecting the validity, enforceability and legality of the other part. The remaining part of these Terms shall continue to be in full force and effect. In case of a request of the Token Issuer, such invalid, unenforceable and/or illegal provisions shall be construed by the court in a way that most closely reflects the effect and intent of its original wording.

XX.Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Liechtenstein to the exclusion of the law on conflict of laws (international private law) and the UN Convention on the Contracts for the International Sale of Goods (CISG). The Parties exclude the application of any international treaty or convention.
The courts of Liechtenstein have exclusive jurisdiction for all disputes arising out of or in connection with these Terms, unless this conflicts with mandatory provisions of the jurisdiction in which you have your principal residence.

19.2. Unyted Token (UNYT) Sale

BEFORE ATTENDING ANY PURCHASE OF UNYTED TOKENS (“PROJECT TOKEN(S)”) PLEASE READ THIS DOCUMENT AND THE PROJECT WHITEPAPER CAREFULLY. THIS DOCUMENT DOES NOT REPLACE THE EXPERT ADVICE OF A BANKER, LAWYER OR TAX ADVISOR REGARDING PURCHASE OF PROJECT TOKENS. NO REPRESENTATION OR WARRANTY IS MADE AS TO WHETHER, OR THE EXTENT TO WHICH, THE PROJECT TOKENS PURCHASE IS LEGAL FOR TOKEN RECIPIENTS FROM COUNTRIES WHERE THOSE ACTIVITIES ARE RESTRICTED.

BY ACCEPTING THESE TERMS OR RECEIVING ANY PROJECT TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING PROJECT TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN ISSUANCE IN LIECHTENSTEIN, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, TAX AND INVESTMENT ADVISORS.

PROJECT TOKENS DO NOT CONSTITUTE SECURITIES PURSUANT TO LIECHTENSTEIN LAW. DEPENDING ON THE RESIDENCE OF THE TOKEN RECIPIENT, SUCH QUALIFICATION MAY BE ALTERED FUNDAMENTALLY. ANY TOKEN RECIPIENT IN PARTICULAR FROM OUTSIDE OF THE EUROPEAN UNION SHOULD CONSULT THEIR LEGAL, TAX AND INVESTMENT ADVISORS REGARDING SUCH MATTERS PRIOR TO ANY PROJECT TOKENS PURCHASE.

THESE TERMS SHALL IN NO WAY BE CONSIDERED TO CONSTITUTE A PROSPECTUS, A SOLICITATION FOR INVESTMENTS OR PURCHASE OF PROJECT TOKENS OR INVESTMENT ADVICE BY ANY MEANS.

DUE TO THE LEGAL NATURE OF TOKENS IN GENERAL THERE ARE CERTAIN RISKS ASSOCIATED WITH PROJECT TOKENS WHICH ARE DESCRIBED HEREIN. BY ACCEPTING THESE TOKEN SALE TERMS (HEREINAFTER "TERMS"), TOKEN RECIPIENTS AGREE TO BE PROPERLY INFORMED ABOUT ALL POSSIBLE RISKS ARISING FROM THIS TOKEN OFFERING. THESE TERMS MIGHT CONTAIN BINDING WAIVERS WHICH - IF APPLICABLE TO THE INDIVIDUAL TOKEN RECIPIENT MIGHT AFFECT HIS OR HER LEGAL RIGHTS. IF THE TOKEN RECIPIENT DOES NOT AGREE TO THESE TERMS AS STATED BELOW, HE OR SHE SHALL NOT PARTICIPATE IN THE TOKEN OFFERING.

The following Terms constitute a binding agreement between Floin AG, Äulestrasse 45, 9490 Vaduz, Liechtenstein (“Issuer” or "Token Issuer”) and the individual participant in the Project Token sale (hereinafter "Token Sale", “Token Offering” or “Offering”).

Project Tokens are being sold by Unyted Ltd., Canbury Works Units 6 and 7 Elm Crescent Canbury Business Park, Kingston upon Thames KT2 6HJ, London, England (“Token Project Company” or “Project Company”), whereas the token issuance and other regulated virtual asset services (i.a., custodial services with regard to tokens and private keys, exchange of tokens) are conducted in a regulatory compliant manner by Token Issuer in Liechtenstein as Virtual Asset Service Provider (VASP) pursuant to the Liechtenstein Act on Tokens and Trusted Technology Service Providers (TVTG) registered with the Financial Market Authority Liechtenstein (FMA) under registration no. 329177, on behalf of Project Company. End-customers of Project Company also need to accept the terms of business, including the terms of service, of Token Issuer (https://floin.com/terms-conditions) in addition to Project Company’s own terms.

Subject of this Token Offering will be the transfer of Project Tokens. The Project Tokens will be transferred to the purchaser of Project Tokens (hereinafter "Token Holder" or "Token Recipient"). The digital ownership rights will be transferred to a wallet defined by the Token Recipient. Token Issuer and Token Recipient shall hereinafter be referred to as “Parties”.

Project Company is offering Project Tokens through Token Issuer who issues and places the Project Tokens in Liechtenstein as a regulated VASP without a firm commitment basis on a reasonable effort’s basis on behalf of Project Company (the “Offering”, “Issuance” or “Placement”).

Token Issuer is offering up to a maximum of 4’200’000 (Four Million Two Hundred Thousand) Project Tokens via public sale to the market. The total supply of Project Tokens is 210’000’000 (Two Hundred Ten Million).

BY ACCEPTING THESE TERMS OR RECEIVING ANY PROJECT TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING PROJECT TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN OFFERING, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR ADVISORS. IF YOU HAVE NOT READ OR DO NOT AGREE WITH THE TERMS STATED IN THIS DOCUMENT, DO NOT PURCHASE PROJECT TOKENS.

The Basic Information according to Art. 33 of Tokens and TT Service Provider Act (“TVTG”) can be accessed online under the following https://floin.com/UNYT-Basic-Information.pdf

The Project Token official website and Whitepaper can be accessed here for general information about the Project Token and Project Company: https://unyted.space/world

In case questions arise regarding these Terms respectively the Token Offering in general, feel free to contact the Token Issuer anytime via email under: [email protected]

Potential purchase of Project Tokens should be conducted by individuals or legal entities that have profound experience with and understanding of the usage and intricacies of distributed ledger technology, blockchain-based software systems and applications, including and in particular EVM compatible blockchain and tokens.

Even though Issuer will do its best to assist its customers where it will be necessary and asked for, it is not liable for any losses of tokens due to actions exclusively performed by the Token Recipient. It is therefore up to the sole discretion of the Token Recipients to assess their capability to be able to perform all steps necessary to receive the Project Tokens. By accepting these Terms, the Token Recipient acknowledges to satisfy the aforementioned requirements.

As further described herein and permitted by Liechtenstein law, by participation in the Token Offering by purchasing the Project Tokens, the Token Recipient agrees to not hold the Token Issuer or its respective past, present, and future employees, officers, directors, contractors, consultants and/or equity holders liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the Token Offering.

Considering the recitals above, the Parties agree as follows:

I.Terms Acceptance
These Terms become effective by the time the Token Recipient checks the respective boxes concerning the acceptance of these Terms and by clicking the accept button next to “I have read the Basic Information and accept the Terms of Token Sale.” on the token sale page at https://floin.com.

This document contains relevant terms and conditions that govern the purchase and usage of Project Tokens. These Tokens are ERC-20 tokens programmed using smart contract systems and compatible with the Arbitrum blockchain which may be used in the ecosystem of the Issuer and come with the primary utility of a voucher function.

II.Issuer and Project Information
Issuer of the Project Tokens is Floin AG, a Liechtenstein registered company by shares that holds all relevant registrations required under Liechtenstein law to conduct the token issuance. The offering of the Project Tokens is carried out by Token Issuer on behalf and for the account of Project Company.

Expressed reference is made to the Basic Information according to Art. 33 TVTG being an integrated part of the Terms, which has been published here and submitted to the Financial Market Authority Liechtenstein with respective notification:
https://floin.com/UNYT-Basic-Information.pdf

For more information, the Project Token and Project Company official website and Whitepaper can be accessed here https://unyted.space/world

III.Registration and Data Protection
By registration and participation in this Token Offering, the Token Recipient warrants to provide accurate, current and complete information about their identity, residence, source of funds and further information as requested by Issuer or that is or might become relevant. Token Recipients further warrant that they are no politically exposed persons (PEP) and that they are the ultimate beneficial owners of their funds and the contractual party of the Issuer. The Token Issuer may demand additional information during the course of the Token Recipients ownership of Project Tokens.

In order to validate the information provided by the Token Recipient, Issuer may submit inquiries including but not limited to commercial databases, population registers or other data provided by governmental agencies or accredited data vendors for PEP, sanctions, transaction, adverse media screening and monitoring among others.

Any data provided by the Token Recipient during or as part of the Token Offering will be processed and stored in accordance with the applicable Liechtenstein data protection laws. Any personal data will not be processed in a way that is incompatible with these laws. The provisions of Article 30 of the Data Protection Act and Article 15 General Data Protection Regulation ("GDPR") apply to the right to information.

Please refer to Issuers’s and Project Company’s Privacy Policy for further details: https://floin.com/privacy-policy

IV.Project Tokens
The Project Tokens (Label: UNYT; Token Symbol UNYT; ITIN: to be acquired) are Virtual Assets issued by the Issuer on behalf and for the account of Project Company and which come with several functions: Access to special avatars, Companions, Partner World, LAND, Unyted DAO, Virtual world. Project Tokens may be used to procure services offered by Project Company. There is no contractual right to redeem the monetary value. Cash payouts are not possible.

No natural or legal entity other than Project Company is obliged to accept or support Project Tokens.

Project Tokens may be used on the Project Company’s website in connection with its services. With Project Tokens you may procure or pay for services provided by Project Company. Project Tokens do not represent any participation in the Project Company or Issuer.

V.Token Offering

  • Token sale start date: 5th of October 2023

  • Token sale duration: 6 weeks

  • Private Sale 1: from June 2022 until 5th of October 2023 for the max price of 0.4 EUR

  • Public Sale: starting price 1 EUR increasing 0.05 EUR every week with the max price 1.25 EUR

  • Currencies accepted: EUR, and USDC.

All purchases of Project Tokens are final. Respective purchases are non-refundable. By accepting the Terms, the potential Token Recipient acknowledges that the Token Issuer and Project Company are not required to provide a refund for any reason besides the ones stated by Liechtenstein law. Reference is made to the general terms and conditions of Issuer, in particular with regard to the right of withdrawal.

Tokens are provided on an “as is” basis: Tokens will be provided on an “as is” basis. Neither the Token Issuer nor Token Project Company and each of their respective directors, officers, employees, equity holders and affiliates make no representations or warranties of any kind. Digital assets are part of a new and rapidly evolving industry, and the value of Project Tokens depends on the development and acceptance of this industry. Extreme volatility in the future could have a material adverse effect on the value of Project Tokens and they could lose all or substantially all of its value.

VI.Eligibility for Token Sale
In order to participate in the Token Sale the Token Recipient must comply with all of the requirements and terms of the Issuer and Project Company as well as the following requirements:

1.Token Recipient must be at least 18 years old;

2.Token Recipient must have full legal capacity;

3.Token Recipient must reside in eligible countries, which primarily consist of countries of the European Economic Area and are not being listed as prohibited countries. Token Recipient must initiate business relations with Issuer if not resident in Liechtenstein;

4.4. Token Recipient must have a fully verified account with Issuer and undergo the onboarding and compliance procedure of Issuer. Registration website can be accessed at www.floin.com

Generally, every person complying with the list mentioned above is eligible to participate in the Token Sale and purchase Project Tokens unless they are non-compliant, violate or infringe applicable laws.

If any person features criteria mentioned below, they will be excluded from participation in any case:

1.Token Recipient who provides false or incorrect information concerning their personal information, source of funds, residence or other eligibility criteria by any means for whatever reason;

2.Token Recipient whose acquisition of Tokens would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions;

3.Token Recipient acting directly or indirectly on behalf of terrorists or terrorist organisations, including those persons or entities that are included in the sanctioned countries and sanctioned person lists in Liechtenstein, EU and US;

4.Token Recipient who acts, directly or indirectly, for a political figure, any member of a foreign political figure's immediate family or any close associate of a senior foreign political figure;

5.Token Recipient who makes representations or warranties in the Terms that are not true when given or have ceased to be true;

6.Token Recipient whose circumstances are such that, in the opinion of the Token Issuer’s directors, its continued ownership of Tokens would cause an undue risk of adverse tax or other consequences to the Token Issuer. Those circumstances include those that affect that Token Recipient directly or indirectly, whether taken alone or in conjunction with another person or persons, connected or not, or any other circumstance that appears to the directors to be relevant; and

7.Token Recipient, or a Token Recipient that is an entity acting as trustee, agent, representative or nominee for a person, who is a United States person (citizen or resident - tax, green card holder or otherwise). The Token Recipient must notify the Token Issuer immediately if he becomes a United States resident (tax, green card holder or otherwise), citizen or becomes aware that any person for whom the Token Recipient holds shares as trustee, agent, representative or nominee has become a United States resident.

VII.Participation in the Token Sale
The participation process looks as follows:

1.Each participant is obligated to conduct account registration and compliance onboarding with Issuer through the website at www.floin.com.

2.Each potential Token Recipient will be required to complete the verification process. This step will demand information with regard to applicable anti-money laundering (AML/CFT) and know your customer (KYC) procedures including the verification of identity and authentication of the source of funds;

3.Project Tokens will be acquired at the Issuer’s platform using eligible crypto assets or other accepted funds.

4.The Project Token purchase price must be paid in accordance with the instructions displayed to the potential Token Recipient. Transaction fees as displayed may arise.

5.Once the steps are concluded and the information is provided to the Token Issuer, the Token Recipient can conclude the Project Token purchase. Project Tokens will be transferred to the Token Recipient’s account respectively wallet. Vesting and other restrictions may apply depending on vesting schedules and locking schemes.

Settlement and custody of tokens along with compliance will be performed directly by the Issuer. The participation process may be amended pursuant to these Terms upon obtained experience from previously conducted auctions due to for instance network congestion or other technical challenges.

VIII.List of Restricted Countries
TThe Token Issuer will not sell any Tokens where potential buyers are citizens or residents (tax or otherwise) of restricted jurisdictions as determined by the Token Issuer. In particular, restricted jurisdictions are the United States of America, further any US persons are prohibited from participating as well as any sanctioned countries or persons, PEPs. The following Jurisdictions are defined as prohibited countries according to Issuers AML framework in general: https://support.floin.com/support/solutions/articles/103000063816-country-list.

This token offering is conducted in Liechtenstein pursuant to Liechtenstein law. We do not specifically target customers in any particular country (no direct solicitation). Instead, we passively accept customers who find us online and decide to register. We have no physical presence, offices, employees, or local activities outside of Liechtenstein. Thus, our activities are considered to be based in Liechtenstein, and these Terms as well as our general terms of service clearly state that the jurisdiction of any transaction and services offered and provided is Liechtenstein.

The Token Issuer has the right to amend the lists of restricted countries at any time and at its sole discretion. Depending on the Token Recipient's country of residence, the legal assessment of the Project Token may be changed fundamentally upon respective amendments of domestic legislation. It is up to the Token Recipient to keep track of such changes. The Token Issuer is not liable for any mutations in the legal assessment of the Token arising from any developments in domestic legislations.

The Token Issuer is not liable for any changes in the legal assessment pursuant to a certain national legislation of a restricted country that turned applicable due to the Token Recipient's relocation. In such cases, the Token Recipient must keep track of the above-mentioned list of non-restricted countries and in any case inform the Issuer about the new address and residency details.

The Token Recipient shall not participate in the Token Offering if there are applicable legal restrictions in their country of residence or domicile. It is their sole responsibility to ensure that the participation in the Token Offering is not prohibited under the applicable legal restrictions in his country of residence or domicile.

IX.Rejection of Token Purchase
The purchase of Tokens during the Token Sale is final. Purchases cannot be cancelled, and purchases cannot be refunded, except as provided in these Terms or as may be required by applicable law.

The Token Issuer has the right to reject the Token Recipient's offer to purchase Project Tokens, in whole or in part, without giving a reason for the rejection. Under those circumstances, the cryptocurrency, fiat or other payment submitted will be returned in the manner they were received.

X.Liabilities of Issuer
The Token Recipient acknowledges and agrees that, to the fullest extent permitted by Liechtenstein law, the disclaimers of liability contained herein apply to all damages or injury whatsoever caused by or related to:

  • Use of, respectively the inability to use Project Tokens;

  • Complications arising from the use or the inability to use the personal wallet used to receive the Project Tokens. The application to set up a private wallet falls within the exclusive liability of all Token Recipients. The Token Issuer cannot be held liable for any inconveniences that arise from the use of any wallets obtained by the Token Recipients;

  • The Token Recipient is obligated to keep track of the current blockchain network Gas prices and make sure that they have enough assets at their disposal to satisfy the respective Gas fees due. Gas fees may arise for purchase, transfer and unlocking of tokens which had been vested. It may be the case that such Gas fees exceed the value of the transaction intended to be conducted. The Token Issuer cannot be held liable for any changes of Gas fees associated with the transaction of Project Tokens. The Token Issuer may furthermore not be held liable for any circumstances arising due to the fact that Token Recipient does not dispose of enough assets to satisfy the amount of Gas fees due and therefore is not able to conduct the favoured transaction;

  • Issuer under any cause or action whatsoever including but not limited to actions for breach of warranty, breach of contract or tort;

  • Indirect, incidental, special, exemplary or consequential damages including for loss of profits, goodwill or data;

  • Damages or interferences arising out of any interactions with the smart contract implemented in relation to Project Tokens;

  • Losses of the Project Token for whatever reason;

  • Tax liabilities arising to the Token Recipient. All Token Recipients are exclusively responsible for the determination of their own tax duties with respect to the cause of their emergence, their extent and their settlement. The Token Issuer cannot be held liable for any misinformation and defaulted transmission of facts that the Token Recipient owes to any national authority.

Issuer cannot be held liable for any misinformation provided by either Project Company or the Token Recipient. In particular, the Token Issuer may not be held liable for any loss of Project Tokens due to:

  • Wrong or bad wallet address provided by the Token Recipient used for withdrawals or vesting;

  • False network (e.g., wrong blockchain) wallet address provided by the Token Recipient;

  • Loss of wallet keys by the Token Recipient;

The Token Issuer's aggregate liability in tort, contract or otherwise, arising out of or in connection with the use, receipt or holding of Project Tokens is limited to the amount paid by the Token Holder for the receipt of the Token. The Token issuer shall not be liable for gross negligence (B2B).

The Token Issuer shall in no case, particularly in B2C transactions, be liable for slight negligence.

The risk of accidental loss (e.g., in case of force majeure events, including hacks, theft or the disablement by third parties) shall in any case be borne by the Token Recipient.

Issuer is only responsible for the compliant issuance of Project Tokens but is not responsible for the actual functioning, economic model and technical integrity of the Project Tokens.

Where applicable these liability provisions shall also apply mutatis mutandis for Project Company.

XI.Right of Withdrawal

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, pursuant to consumer protection and distance selling laws.

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 Issuer 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).

Token Recipients take note that, in case they qualify as a consumer, 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 fulfilment of the contract – had started to perform the service before the expiry of the withdrawal period.

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

Conclusion of contract takes place after acceptance of the Terms of the Issuer and Project Company by the Token Recipient and provision of a link to a permanently printable copy of the accepted Terms to the Token Recipient via their previously disclosed email address or other means of electronic communication.

XII.Indemnification
By agreeing to these Terms and accessing the service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Issuer and Project Company and their respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Issuer Parties” and “Project Company Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the service, content, crypto assets (b) any feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify Issuer of any Claims and cooperate with the Issuer and Project Company Parties in defending such Claims. You further agree that the Issuer Parties shall have control of the defence or settlement of any Claims.

XIII.Refunds
Tokens are non-refundable: The Issuer is not obliged to provide Token Recipients with a refund for any reason and Token Recipients cannot request a redemption of the monetary value vis-à-vis Issuer to the extent possible under Liechtenstein law. Token purchases are final subject to the right of withdrawal per Liechtenstein statutory law (compare general terms and conditions under https://floin.com/terms-conditions for more information).

XIV.Entire Agreement
These Terms, the corresponding Basic Information and the general terms and conditions constitute the entire agreement between the Token Recipient and the Token Issuer relating to the purchase and sale of Project Tokens as issued and placed by Issuer on behalf of Project Company. This agreement replaces all formerly closed agreements (disregarding of orally or written) relating to the Token Offering.

XV.No Waiver
The failure of the Token Issuer to enforce or to exercise any rights or claims under these Terms shall not be construed as a waiver of such rights. The Token Issuer's express waiver of any rights or claims under these Terms shall not be deemed to be a waiver of any future obligation to comply with such provisions unless such waiver was expressly stated by the Token Issuer. Additionally, any such waiver, representations, statements, consents or other acts (may they be orally or in written) shall have the effect of a modification of these Terms.

XVI.Anti-Money Laundering Provisions
The Token Recipient represents and warrants to the Token Issuer that:

  • It is an eligible Token Recipient;

  • It is no person or entity that controls, is controlled by or under common control with, the Token Recipient would be excluded pursuant these Terms;

  • Neither the Token Recipient, nor any person having a direct or indirect beneficial interest in the Token Recipient or the Project Tokens being acquired, is the subject of sanctions administered or enforced by any country or government or is organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions; and

  • The Token Issuer may request such evidence as is necessary to verify the identity and source of funds of a prospective Token Holder and to confirm the anti-money laundering status of any transferring Token Holder. If, as a result of any information or other matter which comes to their attention, Token Recipient knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business, or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Intelligence Unit of Liechtenstein, if the disclosure relates to criminal conduct or money laundering; or (ii) Liechtenstein’s prosecutor in charge, or Liechtenstein’s Financial Intelligence Unit if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

XVII.Preclusion of Assignment
These Terms are exclusively in force between the Token Issuer and the Token Recipient. Any assignment or transfer of rights, claims or obligations pursuant to these Terms in violation of this section shall be deemed to be void. The Token Issuer may transfer and/or assign rights, claims, obligations or others to an affiliated entity at any time at its sole discretion without the prior consent of the Token Recipient. If any transfers take place in violation of this section, they shall neither have any effect nor impose any obligation vis-à-vis the Parties to these Terms.

Any dispute arising out of or related to these Terms is personal to the respective Token Recipient and Issuer and 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.

XVIII.Amendments to the Terms
The Token Issuer reserves its right to amend these Terms anytime and in its sole discretion to the extent necessary to comply with applicable law and regulations. Such amendments will be disclosed to all Token Holders through publication on the Token Issuer's website. By the time of publication, each Token Recipients will have the possibility to deny the application of the amendments to these Terms within the course of 10 days. If no objection was brought to the Token Issuer, such amendments will be deemed to be accepted by the Token Holders. The amendment’s effect will turn into force on the 11th day following its publication. Other than that, changes to these Terms may merely be conducted by particular written consent of both parties.

XIX.Intellectual Property
Issuer's and Project Companie’s intellectual property includes inventions, ideas, concepts, software-codes by any means (written as well as electronic) as well as the software involved in general, information and data whether or not patentable, copyrightable or protectable in trademark and any trademarks, copyright or patents based thereon. You may not use any of the above-mentioned intellectual property for any reason without the prior written consent of the respective rights holder(s).

XX.Severance and Partial Invalidity
In case a Liechtenstein court finds these Terms respectively a portion thereof invalid, unenforceable or illegal, the Terms remain in force merely to the extent of such determination of invalidity, unenforceability or illegality without affecting the validity, enforceability and legality of the other part. The remaining part of these Terms shall continue to be in full force and effect. In case of a request of the Token Issuer, such invalid, unenforceable and/or illegal provisions shall be construed by the court in a way that most closely reflects the effect and intent of its original wording.

XXI.Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Liechtenstein to the exclusion of the law on conflict of laws (international private law) and the UN Convention on the Contracts for the International Sale of Goods (CISG). The Parties exclude the application of any international treaty or convention.

The courts of Liechtenstein have exclusive jurisdiction for all disputes arising out of or in connection with these Terms, unless this conflicts with mandatory provisions of the jurisdiction in which you have your principal residence.