Terms and Conditions

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

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

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

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

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

• acting as ultimate beneficial owner.

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

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

1.4.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.

1.12.You shall promptly provide all information and documentation requested by FLOIN for AML/CFT, sanctions, tax, MiCAR, TVTG, Travel Rule, fraud prevention, wallet verification, source of funds, source of wealth, ownership, control, issuer, offeror, beneficiary, beneficial owner, business purpose, or other compliance purposes. FLOIN may restrict, suspend, delay or refuse Services until such information has been provided and verified.

1.13.You shall not use an Account, wallet, address, asset, token, NFT, issuer relationship, project relationship or payment method for the benefit of any person who has not been disclosed to FLOIN. You remain responsible for ensuring that all information provided to FLOIN is complete, accurate, current and not misleading.

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.

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

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

• relate to transactions involving:

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

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

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

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

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

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

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

• relate to transactions that:

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

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

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

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

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

• Further, you will not:

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

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

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

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

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

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

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

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

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

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

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

  • provide false, inaccurate, or misleading information;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• the transaction cannot be executed in full;

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

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

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

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

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

FLOIN may also refuse, suspend, delay or cancel a transaction where this is required or appropriate under MiCAR, the TVTG, AML/CFT rules, sanctions law, Travel Rule obligations, tax rules, court orders, supervisory requests, internal risk controls, security controls, white paper or offering restrictions, token classification concerns, market integrity considerations, wallet verification failures, unsupported network risks, liquidity constraints, or potential harm to FLOIN, other Users or the integrity of the Services.

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 crypto-assets and Tokens. It is your sole responsibility to verify which crypto-assets, tokens, NFTs, networks, addresses, standards and transfer functions are supported by FLOIN for the relevant Service. Unsupported assets, unsupported networks, wrong addresses, wrong tags, missing memos, non-supported token standards or non-supported NFTs may be lost, destroyed, inaccessible or not returned. FLOIN has no obligation to recover unsupported assets. If FLOIN attempts recovery, it may charge fees and may refuse recovery where recovery is legally, technically, operationally or economically unreasonable. FLOIN may add, restrict, suspend, delist or cease support for any crypto-asset, token, NFT, network or standard where required or appropriate for legal, supervisory, security, technical, liquidity, market integrity, issuer, white paper, AML/CFT, sanctions, Travel Rule or risk-management reasons.

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

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

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

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

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

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

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

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

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

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

a) General provisions

5.1.You may be required to retain in your Account a sufficient quantity of crypto-assets, Tokens or funds to execute the relevant Service and to satisfy applicable fees, spreads, network costs, taxes, charges or reserves. Your Account may be subject to daily, weekly, monthly or ad hoc limits on incoming transfers, outgoing transfers, withdrawals, exchanges, placements, account functions or asset types. FLOIN may require verification of external wallet addresses and may decline any instruction if the requested information or verification is not provided.

5.2.You are responsible for (i) all fees charged by third-party service providers, payment service providers, banks, networks, validators, wallet providers, custodians, sub-custodians or other intermediaries, (ii) compliance with FLOIN requirements and third-party requirements, (iii) ensuring that any address, network, memo, tag, beneficiary information and asset type is correct and supported, (iv) the accuracy and completeness of all instructions, and (v) all tax, reporting and legal obligations applicable to you. If you fail to comply, the Service may not produce the intended outcome and assets may be permanently lost. Mandatory liability of FLOIN under MiCAR and other applicable law remains unaffected.

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

5.3a.FLOIN provides only the Services expressly described in these Terms, applicable service-specific terms, the Website, the platform interface, or an individual written agreement. Unless expressly stated otherwise, FLOIN does not provide investment advice, portfolio management, investment recommendations, legal advice, tax advice, payment accounts, deposit business, lending, borrowing, staking, yield products, derivatives, financial instruments services, or the operation of a trading platform for crypto-assets.

5.3b.Where a Service involves a crypto-asset within the scope of MiCAR, the MiCAR service-specific terms apply. Where a Service involves a Token outside the scope of MiCAR, including an NFT where applicable, the TVTG service-specific terms apply. FLOIN may classify, reclassify, restrict or refuse assets and Services where this is required or appropriate due to law, supervisory practice, technical features, rights represented, fungibility, marketing, actual use, issuer conduct or risk profile.

b) Token Creation, Placement and Non-MiCAR Token Services

5.4.FLOIN may provide technological token generation services under the TVTG for Tokens, including NFTs and other non-MiCAR Tokens where applicable, and placing services for crypto-assets under MiCAR. These Services are primarily directed to entrepreneurial, commercial and business users, B2B. Any B2C availability requires separate confirmation by FLOIN and compliance with mandatory consumer protection, MiCAR, TVTG, disclosure, marketing and withdrawal rules.

5.4.1.As technological Token Generator under the TVTG, FLOIN is responsible only for those technical generation obligations that it expressly assumes. FLOIN does not verify or guarantee the legal existence, validity, enforceability, value, intellectual property status, metadata permanence, off-chain performance, commercial success or regulatory treatment of the rights represented by a Token unless expressly agreed in a separate written B2B agreement.

5.4.2.Where FLOIN acts as Token Issuer under the TVTG, or as placing service provider under MiCAR, FLOIN acts only within the agreed mandate. The issuer, offeror, principal or project company remains responsible for the crypto-asset or Token, the rights represented, the white paper or other disclosures, marketing communications, investor restrictions, exemptions, intellectual property, tax treatment, technology selection, smart contract functionality, token economics and compliance with all laws applicable to the offer, unless FLOIN expressly assumes specific duties in a separate written agreement.

5.4.3.You may participate in a token sale, placement or offer only with supported crypto-assets, Tokens or funds and only if you satisfy all eligibility, onboarding, jurisdiction, investor, compliance, wallet verification and payment requirements. The project company or issuer remains responsible for the functionality of the crypto-asset or Token and for the rights associated with it. FLOIN is responsible only for the Services that it provides as CASP or registered TVTG service provider within its agreed mandate.

5.4.4.Unless expressly agreed otherwise, placing services are provided on a best-efforts basis and without a firm commitment. FLOIN may solicit, receive or transmit interest, make crypto-assets available for subscription, perform technical or operational placement functions, and conduct compliance checks. FLOIN does not guarantee that any placement will be successful, fully subscribed, liquid, admitted to trading, tradable, transferable, or capable of maintaining any value. The issuer, offeror or token sale principal shall indemnify FLOIN and its affiliates, directors, officers, employees and agents against claims, losses, damages, liabilities and expenses arising from the crypto-asset or Token, the offer, the white paper, marketing material, investor documentation, rights represented, project information, issuer conduct, or breach of applicable law, unless caused by FLOIN intentionally or in breach of mandatory law.

5.4.5.Nothing in this section limits mandatory liability under MiCAR, the TVTG or other applicable law. Subject to mandatory law, FLOIN is not liable for issuer risk, project risk, market risk, technology selected by the issuer, inaccurate issuer information, third-party marketing material, token economics, off-chain rights, metadata availability, intellectual property disputes, or the commercial outcome of any placement, offer, token generation or NFT-related service.

c) Exchange Services

5.5.Through the FLOIN Exchange Service you may exchange supported crypto-assets for funds and supported crypto-assets for other supported crypto-assets. FLOIN may execute such exchange transactions on a spot basis against its own account as your counterparty. FLOIN does not operate a trading platform for crypto-assets under these Terms. The Standard Agreement for Exchanging Crypto-Assets for Funds or other Crypto-Assets applies.

5.6.When you place an exchange instruction, you authorise FLOIN to execute the exchange in accordance with the quote, price, spread, fee, asset amount, settlement method and execution details displayed or otherwise agreed. You acknowledge that quoted prices may include a spread and that fees may be deducted from your Account, from the exchanged asset, from funds, or from other assets held for you, subject to applicable law.

5.7.Before an exchange is executed, FLOIN will display or otherwise provide the material transaction details, including the relevant asset pair, amount, price or quote, fees, estimated network costs, settlement asset, settlement method and other material information required by applicable law. Your confirmation through the platform, API or agreed communication channel constitutes a binding instruction. FLOIN may reject, expire, requote or cancel an instruction where the quote is no longer available, market conditions change, compliance checks require this, liquidity is unavailable, the asset is unsupported, or execution would breach these Terms or applicable law.

5.8.Exchange transactions are executed only after acceptance by FLOIN. Unless expressly stated otherwise, an exchange instruction is not placed into a multilateral order book and is not matched on a trading platform. FLOIN may source liquidity from its own inventory, affiliates, liquidity providers, exchanges, brokers, market makers or other counterparties. You have no claim to execution at a price that was indicative, expired, erroneous, unavailable or not accepted by FLOIN.

5.9.Settlement of an exchange may occur by crediting or debiting your FLOIN Account, by transfer to or from a verified external wallet address, by use of a third-party payment service provider, or by another method made available by FLOIN. Delivered crypto-assets remain subject to settlement, compliance, reversal, correction, chargeback, asset support and payment finality risks. FLOIN may withhold delivery or restrict withdrawals until full payment, compliance clearance and settlement finality have been confirmed.

5.9a.FLOIN does not provide investment advice, personal recommendations or suitability assessments in connection with the Exchange Service. The availability of a crypto-asset or Token on the platform does not constitute a recommendation, endorsement, valuation, legal classification, tax assessment, or statement on the issuer, project or future performance.

5.9b.FLOIN may cancel or correct transactions affected by manifest errors, technical errors, interrupted systems, abnormal market conditions, security incidents, unauthorised access, fraud, AML/CFT concerns, sanctions, Travel Rule issues, regulatory instructions, or obvious mispricing. Mandatory information and consumer rights remain unaffected.

d) Custody and Administration of Crypto-assets and TVTG Custody

5.10.FLOIN provides custody and administration of crypto-assets on behalf of clients under MiCAR and, where MiCAR does not apply, custody services for Tokens under the TVTG. Custody may include holding crypto-assets or Tokens, safeguarding private keys or other means of access, maintaining records of client positions, processing client instructions, and using appropriate online, offline, individual, omnibus, hot, warm or cold storage arrangements. Client assets are segregated from FLOIN’s own assets in FLOIN’s records and operational arrangements according to applicable law. The Standard Agreement for Custody and Administration of Crypto-Assets applies.

5.11.Where crypto-assets or Tokens are held in custody by FLOIN, you cannot dispose of them directly unless the relevant Service expressly enables self-directed transfer functionality. You must instruct FLOIN to transfer, exchange, withdraw, hold or otherwise process such assets. FLOIN may refuse, delay or restrict an instruction where required or appropriate for legal, regulatory, compliance, security, technical, operational, sanctions, Travel Rule, tax, insolvency, court order or risk-management reasons.

5.12.Custody may also include the temporary holding of crypto-assets or Tokens for the purpose of settlement, exchange, placement, return, withdrawal, transfer, compliance review, network confirmation, or other operational processing. FLOIN may use sub-custodians, technology providers, wallet infrastructure providers, liquidity providers or other service providers where this is permitted by law and consistent with FLOIN’s outsourcing, risk-management and safeguarding arrangements.

5.13.FLOIN applies appropriate organisational and technical measures for the safekeeping of crypto-assets, Tokens and means of access. FLOIN will not use client crypto-assets or Tokens for its own account unless this is expressly authorised by you and permitted by applicable law. FLOIN may not make client assets available to third parties except where required for execution of your instructions, sub-custody, settlement, legal compliance, security, recovery, court or supervisory measures, or as otherwise permitted by applicable law and these Terms.

5.14.Custody begins when the relevant crypto-assets, Tokens or means of access are received by FLOIN or credited to a wallet, address or account controlled or recognised by FLOIN for your Account. Custody is entered into for an indefinite period unless otherwise agreed. You may terminate custody subject to these Terms, settlement of fees, compliance checks, asset support, network availability, withdrawal limits, legal restrictions and any mandatory retention, blocking or freezing obligations.

5.15.Crypto-assets and Tokens held in custody remain client assets and do not become assets of FLOIN, except where a specific Service expressly provides for a sale, exchange, settlement transfer or other change of title. The custody relationship does not constitute a loan, deposit, lending, staking, yield, investment management or payment account relationship. No interest or yield is granted on crypto-assets or Tokens held in custody unless separately agreed in a regulated product that FLOIN is authorised to provide.

5.16.You may place in custody only crypto-assets, Tokens, NFTs, networks and standards supported by FLOIN for the relevant Service. Unsupported assets, unsupported NFTs, unsupported token standards, unsupported networks, wrong addresses, wrong memos, wrong tags or contaminated assets may be permanently lost or inaccessible. FLOIN has no obligation to support forks, airdrops, staking rights, governance rights, rewards, metadata updates, intellectual property claims, off-chain claims or other ancillary rights unless expressly agreed.

5.16a.For the purposes of these Terms, “Technical Dust” means any individual inbound transfer of crypto-assets to a Platform-controlled address associated with your Account whose fiat equivalent value at the time of technical receipt is equal or below CHF 0.005 (or such other de-minimis amount as may from time to time be determined and published), as calculated by the Platform in good faith using a commercially reasonable reference price.

5.16b.Floin reserves the right to treat Technical Dust and similar malicious or unsolicited transactions as purely technical data. Blockchain “dusting” attacks and other unsolicited or malicious micro-transfers may be used to interfere with the secure and efficient operation of the Platform or to compromise the confidentiality of transaction histories. In order to mitigate blockchain “dusting” attacks and other unsolicited or malicious micro-transfers, Technical Dust will not be credited to your Account Balance and may be hidden or aggregated in the interface, even though the underlying blockchain transactions may still be recorded in our systems for security and compliance purposes. To the extent permitted by law, you agree that you shall not have any separate claim to repayment, delivery or accounting of Technical Dust treated in this way.

5.17.Crypto-assets and Tokens may be held in custody as a standalone Service or as ancillary custody for exchange, transfer, placement, token generation, technical settlement, compliance review or other Services. FLOIN maintains internal records of positions and conducts reconciliations appropriate to the relevant Service, asset type, technology and risk profile.

5.17a.The risk of the underlying distributed ledger, smart contract, NFT metadata, oracle, bridge, wallet standard, protocol, consensus mechanism, fork, airdrop, validator, issuer system or other technology not controlled by FLOIN remains with the User, except to the extent mandatory law provides otherwise.

5.17b.Certain risks may arise if third parties are involved in custody, safekeeping of means of access, sub-custody, wallet infrastructure, monitoring, transaction screening, transfer processing, or other outsourced functions. FLOIN selects and monitors such providers according to applicable law and internal risk controls. This does not eliminate third-party, insolvency, operational, legal, regulatory, technological, cyber, data protection, network, liquidity or reputational risk.

5.17c.Liability for MiCAR custody. FLOIN is liable to you for the loss of crypto-assets or of the means of access to crypto-assets where the loss results from an incident attributable to FLOIN within the meaning of MiCAR. Such liability is capped at the market value of the crypto-asset lost at the time the loss occurred, unless mandatory law provides otherwise. FLOIN is not liable for incidents that occur independently of the provision of the custody service or independently of FLOIN’s operations, including problems inherent in the operation of a distributed ledger, protocol, smart contract, issuer system, bridge or network that FLOIN does not control.

5.17d.NFT and non-MiCAR Token custody. For NFTs and other non-MiCAR Tokens, custody under the TVTG concerns the Token or means of access supported by FLOIN. FLOIN does not guarantee off-chain files, metadata, intellectual property rights, licences, creator statements, external marketplaces, rarity, uniqueness, redemption rights, physical assets, access rights, or the continued availability of external storage such as IPFS gateways, servers or third-party databases, unless expressly agreed in writing.

• Cybersecurity Risks

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

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

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

• Legal and Regulatory Risks

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

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

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

• Third-party and Sub-custody Risks

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

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

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

• Technological Risks

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

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

• Operational Risks

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

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

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

• System and Network Risks

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

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

• Data Privacy Risk

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

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

• Reputational Risk

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

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

5.18.Fees according to the Fees Schedule apply for custody and administration of crypto-assets, TVTG custody of Tokens, NFT custody where supported, and ancillary custody functions.

e) Safekeeping of Means of Access and Residual TVTG Key Functions

5.19.The former separate TVTG role of TT Key Custodian has been consolidated into the TT Custodian role. FLOIN may safeguard private keys, seed material, multi-signature shares, recovery data or other means of access as part of MiCAR custody and administration or as part of TVTG custody for non-MiCAR Tokens. FLOIN does not provide a standalone key custody service unless expressly agreed and legally permissible.

5.20.FLOIN applies appropriate organisational and technical measures to safeguard means of access. Means of access may be held using online, offline, individual, omnibus, multi-signature, MPC, HSM, cold storage, backup or recovery arrangements. FLOIN may use qualified third-party infrastructure or sub-custody arrangements where permitted by law and subject to applicable risk controls.

5.21.Safekeeping of means of access begins when the relevant means of access are received, generated, assigned, activated or otherwise placed under FLOIN’s control for your Account or Service. The Service is for an indefinite period unless otherwise agreed and may be terminated subject to these Terms, compliance checks, technical feasibility, settlement of fees and legal restrictions.

5.22.FLOIN will safeguard only means of access, crypto-assets, Tokens, networks, wallet types and technical standards that it supports. Unsupported, malformed, compromised or incompatible keys, signatures, addresses, recovery data or wallet standards may be rejected and may lead to loss of access outside FLOIN’s control.

5.23.Where FLOIN safeguards means of access to an external wallet while you retain independent access or a copy of the key, FLOIN is responsible only for the safekeeping obligations expressly assumed by FLOIN. You remain responsible for any disposition, loss, compromise, disclosure or unauthorised use caused by your own access, devices, backups, employees, agents or third parties outside FLOIN’s control.

5.23a.The risk of the underlying distributed ledger, smart contract, wallet software, protocol, hardware, recovery method, third-party system or technology not controlled by FLOIN remains with the User, except to the extent mandatory law provides otherwise.

5.23b.The above sections on custody, sub-custody, third-party risks, MiCAR liability and TVTG custody apply mutatis mutandis to the safekeeping of means of access.

5.24.Fees according to the Fees Schedule apply for safekeeping of means of access where such function is provided as part of custody or a separately agreed service.

f) Transfer Services for Crypto-assets

5.24a.FLOIN may provide transfer services for crypto-assets on behalf of clients under MiCAR. Transfer services consist of transferring crypto-assets from one distributed ledger address or account to another distributed ledger address or account on behalf of a client, including transfers between a FLOIN Account and a verified external wallet address, transfers required for settlement of exchange or placement services, or other transfers made available by FLOIN. The Standard Transfer Agreement for Crypto-Assets applies.

5.24b.You must provide complete and accurate transfer instructions, including the crypto-asset, network, amount, destination address, memo, tag, beneficiary information, originator information and any information required under the EU Travel Rule or other applicable transfer rules. FLOIN may require proof of ownership or control of a wallet address and may refuse third-party wallet transfers or transfers that do not pass screening.

5.24c.FLOIN may refuse, suspend, delay, return, cancel or restrict a transfer where required or appropriate for AML/CFT, sanctions, Travel Rule, tax, fraud, wallet verification, security, technical, network, liquidity, legal, supervisory or risk-management reasons. FLOIN is not liable for delays caused by blockchain confirmations, network congestion, protocol failures, third-party providers, rejected beneficiary wallets, incorrect instructions or unsupported networks, except to the extent mandatory law provides otherwise.

5.24d.Blockchain transfers may be irreversible. You are responsible for verifying the accuracy of all transfer details before submission. FLOIN has no obligation to recover crypto-assets sent to an incorrect, unsupported, fraudulent, inaccessible or third-party address. Fees, network costs and third-party charges for transfer services are borne by you.

g) Placement of Crypto-assets

5.24e.FLOIN may provide placing services for crypto-assets under MiCAR. Unless expressly agreed otherwise in a separate B2B mandate, placing services are provided without firm commitment and on a best-efforts basis. Placement services may include making crypto-assets available to purchasers, receiving or transmitting subscription interest, supporting settlement, coordinating technical delivery, or performing other operational functions in connection with an offer. The respective B2B Placement Agreement for Crypto-Assets applies.

5.24f.The issuer, offeror or principal remains responsible for the crypto-asset, white paper, offer documents, marketing communications, target jurisdictions, investor restrictions, rights represented, project information, tax treatment, intellectual property, technology, and compliance with all laws applicable to the offer. FLOIN may refuse or discontinue a placement if the asset, issuer, documentation, marketing, jurisdiction, investor group or risk profile is not acceptable to FLOIN.

5.24g.Placement terms may be further specified in service-specific B2B terms, a mandate agreement, offer documentation, platform disclosures, issuer documentation or transaction confirmations. In case of conflict, those service-specific terms prevail for the relevant placement, subject to mandatory law.

h) FLOIN Tokens

5.25.The FLOIN Tokens (Label: FLOIN; Token Symbol FLTK; ITIN: 6TYJ-KTQF-4) are Tokens issued by FLOIN with voucher and discount functions within the FLOIN ecosystem. FLOIN Tokens may be used to pay fees associated with Services offered by FLOIN where supported. Upon usage, FLOIN Tokens are not burned or redeemed. There is no contractual right to redeem the monetary value. Cash payouts are not possible. Floin Tokensare deemed other crypto assets under MICAR.

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.

i) Stablecoin-Supported Payments (e.g., USDC), Earmarked Funds

5.29.FLOIN accepts stablecoins that constitute e-money tokens, including USD Coin (USDC) where supported, only as earmarked settlement assets for exchange services, placement settlement or ancillary platform services. FLOIN does not issue e-money tokens and does not provide a payment account, deposit account, current account, stored value account or general cash-management service.

Any E-Money Tokens (EMTs) credited to a client in connection with Floin’s crypto-asset services are contractually and functionally earmarked solely as a settlement and execution instrument for (i) the exchange of crypto-assets for EMTs and (ii) the exchange of EMTs for other crypto-assets. Accordingly, the use of EMTs for any third-party payment purpose (including payment for goods or services), any forwarding or transfer to third parties, and any internal transfer between different clients, accounts, or beneficial owners is prohibited and technically disabled.

Withdrawals of EMTs (as part of exchange services) are permitted only to (or from) client-owned wallet addresses that have been pre-registered by the client and verified in accordance with applicable compliance requirements (including, where relevant, evidence of ownership/control over the wallet and related validation measures); withdrawals to third-party wallets (including wallets of merchants, payment service providers, other clients, or any external recipients not controlled by the client) will not be processed and any such instruction shall be deemed invalid.

It is not a general deposit, custody balance, current account balance, or stored value and shall not be held for investment, safekeeping, or cash-management purposes.

5.30.The acceptance of USDC under these Terms does not create any unconditional repayment claim of the User against Floin (or the respective merchant/issuer) and does not give rise to deposit-taking, interest accrual, or any deposit account functionality. Floin does not undertake to redeem USDC, to repurchase USDC, or to make payouts in USDC or in fiat currency merely because USDC was used as the settlement asset for the User’s order. For clarity, where permitted under applicable law and product setup, Floin may act solely in its capacity as a crypto-asset exchange service provider and, in that role, enable conversion of USDC into fiat currency or into other crypto-assets (subject to market availability, compliance checks, and applicable fees), whereas fiat pay-out will only be conducted by licensed banks or payment service providers, whose terms and condition may apply.

5.31.USDC paid by Users is collected on settlement wallets dedicated to transaction processing and is forwarded solely to wallets designated by the relevant merchant/provider (e.g., the Token issuer), which wallets are in that provider’s name.

5.32.Withdrawals and Reversals — Intervening Exchange Required.

1. No direct USDC payout. The Platform does not support direct USDC payout or cash-outs to Users. Users may obtain proceeds only by first converting USDC via the exchange function into fiat or another crypto-asset and then withdrawing the converted asset in accordance with the Platform’s standard withdrawal options and limits.

2. Intervening exchange. If the User seeks to obtain direct stablecoin payout or cash-outs, this requires at least one intervening exchange transaction executed under the crypto asset exchange Service (for example, a sale of the transferred Tokens as part of an exchange conversion). Any subsequent fiat payout, if available, is performed exclusively by such licensed third-party provider under its own terms and applicable law; Floin does not effect such payouts.

3. Contractual mechanics. Where a reversal is legally required, the User shall (i) re-transfer the Tokens (or other consideration in kind) to Floin (or as instructed), and (ii) pursue any monetary settlement via the original payment route or a functionally equivalent licensed route, it being understood that Floin does not itself repay USDC or fiat.

5.33.Network fees, spreads, slippage, conversion costs, counterparty risk of stablecoin issuers, protocol risk, market volatility, and any charges levied by external payment service providers, e-money institutions or exchanges are borne by the User. FLOIN does not guarantee maintenance of any peg, on-chain or off-chain redeemability, or availability of any exchange venue or payment corridor.

5.34.Nothing in these Terms shall be construed as FLOIN (i) issuing electronic money or e-money tokens, (ii) offering regulated deposit-taking, (iii) providing deposit business or operating deposit accounts for Users, (iv) providing payment services or payment accounts, or (v) redeeming e-money tokens for its own account. To the extent that any activity relating to stablecoin flows requires a licensed payment service provider, electronic money institution, credit institution or other regulated entity, such component shall be performed exclusively by such licensed third party under its own terms.

5.35.Statutory consumer rights, including mandatory withdrawal rights, remain unaffected. Their execution shall not take the form of a direct USDC or fiat repayment by FLOIN but shall be implemented through the contractual mechanics and third-party rails described in these Terms, unless mandatory law requires a different mode of performance from a specifically obligated licensed entity.

This Section applies only where the User is a consumer within the meaning of applicable consumer protection law, meaning a natural person acting for purposes that are outside that person’s trade, business, craft or profession (“B2C”).

This Section does not apply to Business Users, professional clients, corporate clients, issuers, offerors, principals or other persons acting for business or commercial purposes.

Nothing in this Section limits any mandatory statutory right of a consumer under applicable law.

a) General Right of Withdrawal for the Framework Contract

Where a consumer enters into these General Terms, or a Service Specific Agreement, by distance communication or outside business premises, the consumer may withdraw from the relevant contract within fourteen calendar days without giving any reason, unless the right of withdrawal is excluded, has been lost or does not apply under applicable law.

The withdrawal period begins on the day following the conclusion of the relevant contract, unless mandatory law provides for a different starting point.

To exercise the right of withdrawal, the consumer must notify Floin AG by an unequivocal statement sent to:

Floin AG

Am Schrägen Weg 2

9490 Vaduz

Liechtenstein

[email protected]

E-mail or other forms of withdrawal (Withdrawal-Button etc.) are also sufficient. The consumer may use the model withdrawal form, but this is not mandatory.

b) Immediate Performance at the Consumer’s Request

The consumer expressly agrees that Floin may begin providing the relevant Services before expiry of the withdrawal period where the consumer requests immediate access to the Platform, onboarding, account functionality, custody, transfer, exchange, settlement or other execution related services.

Where Floin begins performance during the withdrawal period at the consumer’s request, the consumer acknowledges that:

1. the consumer must pay Floin a proportionate amount for Services already provided before withdrawal, including onboarding, compliance, custody, transfer, exchange, network, settlement and third party costs, where applicable;

2. the consumer loses the right of withdrawal once the relevant Service has been fully performed, if the consumer expressly requested immediate performance and acknowledged the loss of the right of withdrawal upon full performance;

3. a withdrawal from the General Terms or from a Service Specific Agreement does not reverse any transaction that has already been executed, settled, broadcast to a distributed ledger network, credited or otherwise fully performed.

c) Exchange Transactions

The consumer has no right of withdrawal from any contract for the exchange, purchase or sale of Crypto Assets where the price depends on fluctuations in the crypto asset market or financial market that are outside Floin’s control and that may occur during the withdrawal period.

This applies in particular to:

1. the exchange of Crypto Assets for funds;

2. the exchange of funds for Crypto Assets;

3. the exchange of one Crypto Asset for another Crypto Asset;

4. executed market orders, limit orders, instant buy or sell orders, conversion transactions and similar exchange transactions;

5. transactions involving Crypto Assets, Tokens, Non MiCAR Tokens, NFTs, e money tokens or asset referenced tokens where the applicable price, exchange rate, spread, market value or execution result may fluctuate.

Once an exchange order has been submitted and accepted, executed, settled or factually fulfilled by Floin, the order is final and cannot be withdrawn, cancelled or reversed, except where mandatory law, a regulatory authority, a court order or Floin’s error correction rules require otherwise.

Where an exchange transaction does not fall within a statutory exclusion from the right of withdrawal, the consumer expressly requests immediate execution and acknowledges that the right of withdrawal is lost once Floin has fully performed the exchange transaction.

Notwithstanding the foregoing, statutory withdrawal rights for custody services remain unaffected where mandatory consumer protection law grants such rights. In case of a valid withdrawal from custody services, FLOIN will return the crypto-assets or Tokens in custody subject to compliance checks, legal restrictions, technical feasibility, network availability, supported asset status, settlement of fees and any mandatory blocking, freezing or retention duties. FLOIN may charge reasonable fees for onboarding, identification, verification, screening, custody already provided and other services already performed to the extent permitted by law.

d) Custody and Administration of Crypto Assets

A consumer may withdraw from the Custody Agreement within the withdrawal period, unless the right has been lost in accordance with this Section.

The consumer expressly requests that Floin begins custody and administration services immediately after conclusion of the Custody Agreement, where the consumer deposits Crypto Assets, purchases Crypto Assets on the Platform, receives Crypto Assets into the Account or otherwise uses custody functionality.

Withdrawal from the Custody Agreement does not affect the validity of any previously executed exchange, transfer, deposit, withdrawal or settlement transaction.

Upon valid withdrawal or termination of the Custody Agreement, Floin will return or make available the relevant Custody Assets to the consumer, subject to:

1. successful completion of AML, CFT, sanctions, Travel Rule and wallet verification checks;

2. technical availability of the relevant distributed ledger network;

3. applicable withdrawal limits, fees, network fees and minimum transfer amounts;

4. any court order, authority instruction, legal hold, insolvency rule or other mandatory restriction;

5. the consumer providing a supported, verified and technically correct wallet address.

Floin is entitled to charge the consumer a proportionate amount for custody and administration services already provided before receipt of the withdrawal notice, unless mandatory law provides otherwise.

e) Transfer Services

A consumer may withdraw from the Transfer Agreement within the withdrawal period, unless the relevant Transfer Service has already been fully performed or another statutory exclusion applies.

The consumer expressly requests that Floin begins Transfer Services immediately where the consumer requests a deposit, withdrawal, internal transfer, external transfer or any related execution step.

The consumer acknowledges that:

1. an External Transfer cannot be cancelled once it has been submitted, broadcast or otherwise released to a distributed ledger network;

2. an Internal Transfer cannot be cancelled once it has been credited and debited in Floin’s internal records;

3. transfers to an incorrect address, wrong network, unsupported asset or wrong destination tag may be irreversible;

4. withdrawal from the Transfer Agreement does not create a right to reverse, unwind or repeat a completed Transfer.

Where the consumer validly withdraws before a Transfer Service has been fully performed, Floin may still charge proportionate fees and costs for Services already provided, including compliance checks, Travel Rule processing, wallet verification, network preparation, third party costs and other reasonable execution related costs.

f) Non MiCAR Tokens, NFTs and TVTG Services

Where Floin provides services relating to Tokens, Non MiCAR Tokens, NFTs or other assets that fall outside MiCAR but within the Liechtenstein Tokens and Trusted Technology Service Providers Act or another statutory law, this Section applies mutatis mutandis to the extent the User is a consumer and mandatory consumer protection law applies.

The absence of MiCAR applicability does not by itself exclude consumer withdrawal rights. Conversely, withdrawal rights do not apply where a statutory exclusion applies, where the Service has been fully performed after the consumer’s express request and acknowledgement, or where the relevant blockchain based transaction is final and irreversible.

g) Consequences of Withdrawal

If the consumer validly withdraws from the General Terms or a Service Specific Agreement, Floin will reimburse payments received from the consumer under the withdrawn contract, except for:

1. amounts payable for Services already provided at the consumer’s request;

2. fees, costs, spreads, network fees and third party charges already incurred;

3. amounts connected to transactions that cannot be withdrawn from, cancelled, reversed or unwound under this Section;

4. amounts that Floin is required or permitted to retain under applicable law, regulation, court order, authority instruction, AML, CFT, sanctions or Travel Rule requirements.

Reimbursement will be made using the same means of payment as used by the consumer for the original transaction, unless otherwise agreed or unless this is technically, legally or operationally impossible. Floin may use another lawful and commercially reasonable method of reimbursement where required.

Floin may withhold reimbursement until the consumer has returned any assets, tokens, credentials or other items received under the relevant contract, or until the consumer has provided evidence of such return, where applicable.

h) Model Withdrawal Form

To:

Floin AG

Am Schrägen Weg 2

9490 Vaduz

Liechtenstein

Email: [email protected]

I hereby withdraw from the contract concluded by me for the following Service:

Service: [insert Service]

Date of conclusion: [insert date]

Name of consumer: [insert name]

Address of consumer: [insert address]

Account email: [insert email]

Date: [insert date]

Signature of consumer, only if this form is submitted on paper:

[signature]

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.

8.1.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, trademark, servicemark and wordmark, serial number 97458183 at the United States Patent and Trademark Office (USPTO)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• establishing new transactional or processing fees;

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

• limiting specific privileges or parts of Services; or

• terminating or suspending the Service.

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

• you have violated provision of these Terms;

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

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

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

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

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

FLOIN may also suspend, freeze, block or restrict an Account, a Service, a crypto-asset, a Token, an NFT, a wallet address, a transfer, an exchange, a placement, a withdrawal or a deposit while it examines whether a legal, regulatory, supervisory, AML/CFT, sanctions, Travel Rule, tax, security, technical, market integrity, issuer, white paper, wallet verification, fraud, ownership or succession issue exists.

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 law, MiCAR, the TVTG, implementing acts, regulatory technical standards, supervisory practice, market practice, financial markets, supported crypto-assets or Tokens, issuer status, asset classification, technology, security requirements, liquidity, third-party service providers or risk profile, FLOIN may adapt, restrict, suspend or discontinue Services, fees, asset support, wallet support, transfer functions, placement functions or exchange functions, subject to mandatory notice requirements.

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

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

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

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

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

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

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

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

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

B2B:

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

B2C:

13.1.Liability for slight negligence is excluded vis-à-vis consumers. Mandatory liability under MiCAR, the TVTG, consumer protection law and other mandatory law remains unaffected. In particular, FLOIN’s liability for loss of crypto-assets or means of access attributable to FLOIN under MiCAR is governed by the mandatory MiCAR liability regime and is capped at the market value of the crypto-assets lost at the time the loss occurred, unless mandatory law provides otherwise.

B2B:

13.2.Vis-a-vis entrepreneurs, liability for negligence is excluded to the extent permitted by mandatory law. This exclusion does not apply where mandatory MiCAR, TVTG or other mandatory law provides for liability, and it does not exclude liability for intent where such exclusion is not legally permissible. Our liability for damages for which we are responsible is limited to the amount you have paid to us for provision of Services over the past 12 months giving rise to the claim. 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. FLOIN shall be liable only within the limits of these Terms and mandatory law. Nothing in these Terms excludes liability for intent, for mandatory consumer claims, for mandatory MiCAR custody liability, or for any other liability that cannot be excluded or limited under applicable law.

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

B2C:

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

B2B:

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

General:

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

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

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

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

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

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

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

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

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

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.

17.1.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, spreads, commissions, custody fees, transfer fees, placement fees, network costs, third-party costs and other charges listed in the Fees Schedule or displayed before execution of the relevant Service. Fees become due upon use of, subscription to, or execution of the relevant Service, unless otherwise stated. FLOIN may change fees subject to these Terms and mandatory notice requirements.

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/en/support/solutions/articles/103000311474-fees and forms an integral part of these Terms. Third party fees may apply.

17.5.Setting off. You authorise FLOIN or its designated partners to charge, deduct or set off any applicable fees, charges, taxes, network costs, third-party costs, negative balances, claims or other amounts owed in connection with the Services from any funds, crypto-assets, Tokens or other assets held in your Account, to the extent permitted by law. Where the aggregate amount owed exceeds the amount held in your Account, FLOIN may show a negative balance or invoice you for the outstanding amount. Mandatory restrictions on set-off, client asset safeguarding and consumer protection remain unaffected.

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

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

Assignment

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

FLOIN affiliates and independent contractors

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

Prolonged inactivity

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

Special promotions

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

Entire Agreement

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