Agreement on Access to and Use of the Liquidity.Network and TEX

This Agreement (“Agreement”) is made between:

LiquidChain AG, Gartenstrasse 4, 6300 Zug (“the Provider”)

and

the User identified by its public wallet key (“User”)

This Agreement constitutes a binding contract between the Provider and the User and shall be effective when signed by the User.

1. Preamble

1.1 The Provider operates under the name Liquidity.Network a non-custodial off-chain communication and confirmation platform for blockchain payments (“Liquidity.Network” or “TEX” or “platform”). Liquidity.Network is a practical, secure and scalable off-chain IOU-hub for decentralized payments to be settled in the blockchain. The Provider operates under the name TEX a decentralized exchange system for letters of intent (orders) outside the blockchain allowing transactions with tokens based on e.g. the Ethereum-blockchain (ERC-20 tokens). As a non-custodial off-chain system, TEX performs instant atomic off-chain swaps without holding User funds.

1.2 In the agreement, the term User covers non-qualified as well as qualified Users.

1.3 The User wishes to connect to the Liquidity.Network and TEX and to use the communication and confirmation services of the platform for blockchain payments and in order to exchange IOU’s which enables to exchange tokens, products and services. The user may access the Liquidity.Network via the Provider’s wallet, web interface, software development kit, server API or third party interfaces.

1.4 For the use of the platform, the User has to create its own public/private key pair. There might be fees for payment transactions and exchange transactions as laid out in the Provider’s fee model.

2. Purpose of the Agreement

2.1 The purpose of this Agreement is to govern the terms and the procedures for the participation and the use of Liquidity.Network by the User.

2.2 The information in this Agreement is not exhaustive; the following documents which are available on the website are extending the understanding of what the Liquidity.Network provides: https://liquidity.network.

3. Acknowledgments

3.1 The User acknowledges that he has been extensively explained and has fully understood the proper use and all the functions of Liquditiy.Network and agrees not to hold the Provider responsible for any errors occurring as a result of the User using Liquidity.Network. The User further understands that the procedures related to the use of Liquidity.Network can be changed at any time by the Provider, who is under no responsibility to inform the User of such changes.

3.2 The User acknowledges his familiarity with the general procedures of blockchain payments and assumes responsibility for his transactions in accordance with the relevant rules for payments with virtual currencies in the blockchain. The User is in particular solely responsible to properly store its credentials/private keys of its virtual currency, as the Liquidity.Network or TEX at no moment has access to the User’s credentials/private keys.

3.3 Electronic and computer-based systems such as Liquidity.Network and TEX are inherently vulnerable to disruption, delay or failure and such systems may therefore be unavailable to the User for an unforeseeable period of time. As a result, the User agrees not to hold the Provider liable in the event of such occurrences and the Provider shall not be held responsible for any loss resulting thereof.

3.4 In addition, the User understands that the Provider is unable to know whether someone other than the User has accessed the platform using the User’s credentials.

3.5 In addition, the User understands that the Liquidity Network provides time-delayed transaction finality (a transaction is typically finalized on-chain within 36-72 hours). Instant finality may be provided to the User via a separate instant finality service package. In the event that the Liquidity Network platform is stopped, or halted, not yet finalized transactions will be reverted. The User agrees to not hold the Provider in any manner responsible or liable for any loss, service interruptions or other resulting thereof.

3.6 In addition, the User understands that the Provider has no influence and holds no responsibility or liability for third party applications that interface with the Liquidity.Network.

3.8 Developers of third-party applications relying on any of the off-chain IOU-hub(s) from the Provider, whether through the official SDK (e.g., the JavaScript client) or not, are bound to enforce this agreement to the users of the third-party application.

4. Registration Process

4.1 After having signed the Agreement, the user is entitled to register as a User with the Liquidity.Network.

4.2 The registration process is guided within the user application or provided SDK.

4.4 The Provider will notify the User as to whether or not the registration is successful. The Provider may decline to accept any registered User at full discretion and without being obliged to provide any reason.

4.5 After registration the User will be able to enter IOUs on Liquidity.Network and TEX.

5. Fees and Prepayment Options

5.1 The User can purchase the following service level agreement (SLA) from the Provider for the use of Liquiditiy.Network (for details of the different options see appendix):

Non-qualified User:

Qualified User:

Exchanges on TEX are currently free. The Provider reserves the right to change the present numbers and structure at its discretion in the future.

5.2 Once the month is over, the qualified User can purchase another package based on this agreement by making a further prepayment.

6. Compliance

6.1 The User is solely responsible for ensuring compliance with all laws in his country of residence or the country from which he may access Liquidity.Network and the Provider accepts no responsibility for any breach of such laws by the User.

7. IOU-Transactions

7.1 The Provider arranges the sending and exchange of IOUs and the related communications and confirmations through Liquidity.Network and/or TEX.

8. User’s Obligations and Representation

8.1 The User, by accessing Liquidity.Network/TEX, represents and warrants that any transaction/IOU he will enter into Liquidity.Network/TEX will be in compliance with all applicable laws in his country of residence at any time.

8.2 The User will be liable to the Provider and any of its directors and hereby agrees to indemnify the Provider and such directors against any and all claims, losses, expenses or liabilities arising out of or in connection with any such non-compliance or alleged non-compliance by the User. The directors of the Provider may enforce these obligations directly against the User to the extent permitted by the applicable law.

8.3 The User must notify the Provider should any of the details or information which the User has provided have changed.

9. Suspension and Removal

9.1 The Provider reserves the right to refuse, suspend or cancel the access of the User to Liquidity.Network/TEX at any time, in particular when the Provider becomes aware of or has justified concerns about any of the following:

9.2 In the case of a suspension or removal based on cf. 9.1, the Provider is not required to refund the provided upfront contribution.

10. Services of the Provider

10.1 The Provider grants the User the right to access Liquidity.Network/TEX as a User and to enter or receive transactions/IOUs in accordance with the Terms and Conditions and the Privacy Notice. Pursuant to the Terms and Conditions and the Privacy Notice, the Provider may maintain a database of registered Users who will receive information about the platform and on offers.

11. Warranties

11.1 The Provider only guarantees the operation of the platform under regular conditions and does not owe any legal responsibility to the User.

11.2 The decision to perform transactions/IOUs on the platform is based on the User’s independent assessment and made at the User’s sole risk.

11.3 The Liquidity.Network does not assume any responsibility with respect to the User losing access to its virtual currency. This in particular applies to the mishandling of the User’s private keys. Moreover, blockchain based smart contracts are known to have significant vulnerabilities. The Liquidity.Network does not assume any responsibility in the event of loss of User’s virtual currency, in particular due to a smart contract vulnerability or a blockchain re-organization or a failure of a Liquidity.Network hub. This in particular also applies to the time delayed transaction finality.

12. Notices

12.1 Notice to the Provider: any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to the Provider at contact@liquidity.network.

12.2 Notice to the User: any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to the User.

13. Term and Orderly Termination

13.1 This Agreement is entered into for an unlimited term.

13.2 Either party may terminate the Agreement by giving written notice to the other party with a notice period of 1 month.

13.3 Purchased SLA service is not refundable.

14. Further Information

14.1 All information which the Provider is required to make available to the User are provided on the Liquidity.Network website.

14.2 The User will be able to view his own transaction history on the wallet application. No charges will be made for any such direct access by the User.

15. General

15.1 The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements between the parties in relation to the subject matter hereof.

15.2 If a clause of the Agreement or a part of a clause is determined by whatever reason to be invalid, unlawful or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement. The parties of this Agreement agree to replace such provision by another provision or provisions, which will as closely as possible reflect the original intention of the parties.

15.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

15.4 This Agreement shall not be assignable by either party without the prior written consent of the other party, which may be withheld at each party’s sole discretion; provided that no such prior written consent shall be required in connection with a bona fide merger, consolidation or transfer or sale of all or substantially all of a party’s assets. Any assignment in contravention of this Agreement shall be null and void.

15.5 Any change and amendment to this Agreement shall only be effective if it is made in writing and agreed by the parties. The same applies to changes and amendments to this clause.

16. Governing Law

16.1 This Agreement shall be governed by and construed in accordance with the laws of Switzerland; and the courts of the Canton of Zug and Switzerland will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

SHA256: 4625EFBA932B871BB5BAB4B0000156A995B6164EC133B900A4DEC0DB0E1242C9