TERMS OF SERVICE

Last update: August, 2018

Please review the terms of service contained herein carefully. By clicking “I agree” or accessing and/or using any of the Services provided by Eidoo, You have read, understood, and accepted all of the following Terms, as well as all of the terms which are incorporated herein by reference.

1. RIGHTS AND OBLIGATIONS

The following terms and conditions (the “Terms”) constitute a binding agreement between Eidoo Sagl, a limited company registered under the laws of Switzerland, registered with the Register of Commerce under No. CHE-370.900.525 and with registered address at Via Giuseppe Motta, 10 – 6830, Chiasso (“Eidoo”) and the person, persons, or entity (“You” or “Your”) accessing and/or using Eidoo’s website at https://eidoo.io, online services, Android and iOS mobile apps, and, in general, any other service provided by Eidoo, including the Wallet and the Exchanger (the “Services”).

By accessing and/or using the Services, You have read, understood, and accepted all of the following Terms and agree to be legally bound by these Terms, in their most recent version; You further represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You represent a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of such corporation, governmental organization or other legal entity and to legally bind it to these Terms.

Your access and/or use of the Services is contingent upon Your acceptance of these Terms.

Eidoo may amend these Terms at any time. Amendments will be effective 14 (fourteen) days after the modified terms and conditions have been posted on Eidoo’s website at https://eidoo.io or on Eidoo’s Android and iOS mobile apps, except for amendments that relate to new features or made for legal reasons, which will become effective immediately. If You do not agree to such modified terms, You should discontinue Your use of the Services.

2. SERVICES

2.1 THE WALLET

Eidoo, through the Services, enables You to manage one or more digital non-custodial, cryptocurrency wallets for certain supported cryptocurrencies and digital assets (the “Wallet”) that lets You store, send, request and receive supported cryptocurrencies and digital assets. All transactions requested and/or made through the Wallet are to be considered irreversible.

The Wallet is not and shall not be deemed as an account where Eidoo or other third parties serve as custodians of Your cryptocurrencies or digital assets.

The Wallet is only for use with Ether (ETH) and with any other cryptocurrencies or digital assets that Eidoo may explicitly decide to support in the future at its sole discretion. Eidoo has no obligation to support any cryptocurrencies or digital assets (including but not limited to any forkcoins, altcoins, airdrops or any other cryptocurrencies or digital assets, however named). Eidoo takes no responsibility or liability in connection with any attempt to use Your Wallet for cryptocurrencies or digital assets other than the supported cryptocurrencies and digital assets.

By accessing and/or using the Services, You acknowledge and agree that Eidoo cannot guarantee the confirmation of any transaction on any blockchain network. Eidoo has no control over any blockchain network.

While the Wallet has undergone beta testing and continues to be improved through feedback from its users, Eidoo cannot guarantee that there will be no errors and/or bugs in the functioning of the Wallet.

Eidoo provides You with the means to secure Your Wallet and help ensure You, and only You, are able to access and transact through Your Wallet, including mnemonics, personal identification numbers (PINs) and private key pairs. Eidoo does not store or have access to Your mnemonics, PINs or private key pairs. You shall be solely responsible for safekeeping Your mnemonics, PINs, private keys, and any other means of authentication You use to access Your Wallet. If You lose such means of authentication, Eidoo has no way to recover them for You. As a consequence of such loss, You may permanently lose access to any cryptocurrencies or digital assets You have stored in Your Wallet.

2.2 THE EXCHANGER

Eidoo, through the Services, enables You to access a hybrid trading platform (the “Exchanger”) that lets You trade cryptocurrencies and digital assets directly with other users.

The Exchanger is only for use with Ether (ETH) and with any other cryptocurrencies or digital assets that Eidoo may explicitly decide to support in the future at its sole discretion. Eidoo has no obligation to support any cryptocurrencies or digital assets (including but not limited to any forkcoins, altcoins, airdrops or any other cryptocurrencies or digital assets, however named). Eidoo takes no responsibility or liability in connection with any attempt to use the Exchanger for cryptocurrencies or digital assets other than the supported cryptocurrencies and digital assets.

By accessing and/or using the Services, You acknowledge and agree that Eidoo does not hold Your funds at any time nor offer refunds. You shall be solely responsible for Your own funds and accounts. Eidoo takes no responsibility for decisions, actions or losses resulting from Your use of the Services, including losses due to the decrease in value of cryptocurrencies and digital assets purchased and/or sold through the Exchanger. You shall be solely responsible for Your understanding of the details and mechanics of the cryptocurrencies and digital assets You trade using the Exchanger as well as for Your own trading decisions. Eidoo makes no representations and warranties and offer no guarantees of any kind, whether express or implied, about the cryptocurrencies and digital assets that You trade using the Exchanger.

While the information contained on the Exchanger is periodically updated, no guarantee is given that the information provided on the Exchanger is correct, complete, or up-to-date.

Eidoo charges a transaction fee equal to 0.2% of the exchanged value on the “taker” (i.e. the party placing an order that is immediately matched with already existing orders) of each transaction made on the Exchanger. Such transaction fees shall be paid in EDO tokens. When being a “taker”, You shall maintain a sufficient amount of EDO tokens to cover for such fees. By agreeing to these Terms, You agree to these transaction fees. You further acknowledge that all transactions on the Ethereum blockchain are subject to a network fee (Gas) in Ether (ETH). To record transactions on the blockchain, therefore, You shall maintain a sufficient amount of Ether (ETH).

By accessing and/or using the Services, You acknowledge and agree that Eidoo cannot guarantee the confirmation of any transaction on any blockchain network. Eidoo has no control over any blockchain network.

By accessing and/or using the Services, You acknowledge and agree that Eidoo does not acts or serves as Your broker, intermediary, agent, or advisor with respect to any action (including refraining from any action) You make or intend to make using the Services. Eidoo owes You no fiduciary duty.

The Exchanger is currently undergoing beta testing; therefore, Eidoo cannot guarantee that there will be no errors and/or bugs in the functioning of the Exchanger.

2.3 USE OF THE SERVICES

Eidoo is required by law to obtain, verify, and record information identifying any person accessing and/or using certain Services (such as the Exchanger). Therefore, to access and/or use of certain Services (such as the Exchanger) You have to follow a KYC (Know Your Customer) process in order to verify Your identity.

You have to provide true, current and complete information about Yourself during the KYC process. If You are a representative of a corporation, governmental organization or other legal entity, You must prove that You have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organization or other legal entity and to legally bind it to these Terms.

In addition, Eidoo may require You to provide documentation to verify the information You have submitted to Eidoo including, without limitation, an identification card or a passport, a utility bill, a bank statement or any document proving Your identity issued by a governmental body.

According to the provided documents, You will verify different Tiers related to a different amount of CHF You want to use.

You acknowledge and agree that Eidoo may transfer the information collected as part of the KYC process to other companies affiliated to Poseidon Group SA, including to foreign entities, for the purposes of accessing the services provided by those entities.

2.4 SERVICE LIMITATIONS AND MODIFICATIONS

Eidoo will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Eidoo reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, without liability to You, for any interruption, modification, or discontinuation of the Services or any function or feature thereof.

3. KNOWLEDGE REQUIRED

By accessing and/or using the Services, You represent and warrant that (i) You fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and (ii) You fully understand the risks associated with the trading of cryptocurrencies and digital assets as well as the mechanics related to the use of such cryptocurrencies and digital assets (including with respect to their storage and exchange).

By accessing and/or using the Services, You acknowledge that trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. There is no guarantee against losses for accessing and/or using the Services. By accessing and/or using the Services, You represent and warrant that You are not entering into transactions that are above Your financial abilities. Also, cryptocurrencies and digital assets are not suitable for people without the relevant knowledge and/or experience. By accessing and/or using the Services, You further represent and guarantee that You are aware of the risks related to cryptocurrencies and digital assets, for which You are solely responsible and liable.

4. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Services are the property of Eidoo or its licensors. Subject to Your compliance with these Terms, Eidoo grants You a limited right to access and/or use the Services. The right to access and/or use the Services is a non-exclusive, non-transferable, revocable, limited licence, and it is subject to the limitations and obligations contained herein. Nothing in these Terms gives You any licence (other than as set out in this section), right, title, or ownership of, in, or to any of the Services.

You acknowledge and agree that Eidoo retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in the Services, the software and application programming interfaces (APIs) comprising the Services, and all content therein. You acknowledge and agree that “Eidoo”, its trademark, service mark, logo and graphics are the registered trademarks or trademarks of Eidoo.

5. DATA PROTECTION

In order to provide You with the Services, You acknowledge and agree that Eidoo may collect, store and process Your personal data and/or information. By accessing and/or using the Services, You have read, understood, and accepted to the terms of Eidoo’s privacy policy, and You acknowledge and agree that Eidoo may use such data and/or information in accordance with the terms of its privacy policy.

6. TERMINATION

Eidoo may terminate these Terms or suspend Your access to the Services at any time, including, without limitation, in the event of Your alleged or actual misuse of the Services or breach of these Terms.

7. LIMITATION OF LIABILITY

In no event will Eidoo, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for any loss or damages, including without limitation, direct, indirect, special, consequential, or punitive loss or damages, arising from or related to Your use of the Services, whether in an action of contract, tort or otherwise, and regardless of whether such damages were foreseeable and whether or not Eidoo was advised of the possibility of such damages.

Without limiting the generality of the foregoing, Eidoo takes no responsibility for and will not be liable for any financial or other loss or damages arising from or related to the use of the Services, including, without limitation, to any of the following: (i) loss of or inability to access or transact data, cryptocurrencies or digital assets; (ii) technical failure, malfunction or shutdown; (iii) server failure, hacks or unavailability; (iv) data loss; (v) stolen, lost, or unauthorized use of Your means of authorization; (vi) errors calculating network fees; (vii) corrupted data on Eidoo’s servers; (viii) incorrectly constructed transactions or mistyped wallet addresses; (ix) failure to update or provide correct information; (x) “phishing” or other websites masquerading as Eidoo; (xi) delays, interruption or loss of services; (xii) loss of business or goodwill.

The Services support or are integrated with third party services. Eidoo takes no responsibility for any third party services and will not be liable for any loss or damages caused by such third party services.

The Services are provided on an “as is” and “as available” basis without any representation or warranty of any kind, whether express or implied, to the maximum extent permitted by applicable laws. Eidoo disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

In no event will the aggregate liability of Eidoo, arising out of or related to these Terms and/or the Services, exceed the amount of CHF 100 (one hundred).

8. RESTRICTIONS

By accessing and/or using the Services, You acknowledge and agree that You shall not use the Services if applicable laws, based on Your country of location, residency and/or citizenship, prohibit You from doing so in accordance with these Terms.

By accessing and/or using the Services, You acknowledge and agree that You shall not use, or assist third parties to use, the Services any way which may constitute a contravention of applicable laws or which may contradict the purposes or hinder the operations of the Services or hinder the operations of other users of the Services.

Without limitation to the foregoing, You acknowledge and agree that You shall not use, or assist third parties to use the Services to, without limitation, avoid taxes, engage into activities that may amount to market abuse (including, without limitation, front-running, wash trades, etc.), engage into illegal gambling, frauds, money laundering or terrorist activities.

9. INDEMNIFICATION

To the fullest extent permitted under applicable laws, You agree to hold harmless and indemnify Eidoo, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from and against all third party claims and all liabilities, damages, assessments, losses, costs, or expenses (including reasonable attorney fees) resulting from or arising out of (i) Your alleged or actual breach of these Terms, including, without limitation, Your express representations and warranties; (ii) Your alleged or actual use or misuse of the Services; and (ii) Your alleged or actual infringement or violation of any laws or of the rights of a third party.

10. TAXES

You shall be solely responsible for any taxes applying to the payments You make or receive trough the Services, and to collect, report, and remit such taxes to the appropriate tax authorities.

11. ANTI MONEY LAUNDERING AND COUNTER TERRORIST FINANCING

Eidoo is committed to applying the Swiss Anti Money Laundering Act providing You with safe, compliant, and reputable Services. This includes monitoring of suspicious transactions and mandatory reporting to the supervisory authorities. In addition, pursuant to the Swiss Anti Money Laundering Act, Eidoo shall keep certain information and documentation on file for a period of ten years after the termination of the relevant business relationship or from the completion of the relevant transaction.

12. SANCTIONED COUNTRIES

Your access and/or use of the Services is subject to international economic sanctions requirements. By accessing and/or using the Services, You agree that You will comply with those requirements. In particular, You shall not access and/or use the Services if: (1) You are in, under the control of, or a national or resident of a country subject to United States embargo or UN sanctions (a “Sanctioned Country”), or if You are a person on the sanctions/embargos list published by the Swiss State Secretariat for Economic Affairs (a “Sanctioned Person”); or (2) You intend to supply any cryptocurrencies or digital assets to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.

13. MISCELLANEOUS

13.1 ENTIRE AGREEMENT

These Terms constitute all the terms and conditions agreed upon between You and Eidoo and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

13.2 SEVERABILITY AND WAIVER

Unless as otherwise stated in these Terms, should any provision of these Terms be held totally or partially invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by applicable laws.

The failure of Eidoo to exercise or enforce any of the rights or provisions of these Terms shall not considered as a waiver of Eidoo’s rights to do so.

13.3 ASSIGNMENT

Eidoo may assign these Terms and/or delegate any of its obligations hereunder, in whole or in part. You may not assign these Terms or any part of them, nor transfer or sub-license Your rights under these Terms to any third party.

13.4 NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed or construed to create a principal and agent, partnership or joint venture relationship between You and Eidoo.

13.5 FORCE MAJEURE

Eidoo will not be deemed in default of these Terms to the extent that performance of its obligations is delayed or prevented by reason of any external force including, without limitation, war, insurrections, bank failures, strikes, fires, floods, earthquakes, labor disputes, epidemics, governmental regulations, freight embargoes, natural disaster, act of government or any other cause beyond Eidoo’s reasonable control.

13.6 GOVERNING LAW AND JURISDICTION

These Terms are subject to and governed by Swiss law to the exclusion of Swiss international private law and any international treaties. All disputes arising from or under these Terms shall be subject to the exclusive jurisdiction of the competent courts of Lugano, Switzerland.

13.7 NO CLASS PROCEEDINGS

You will only be permitted to pursue claims against Eidoo on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and You will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

13.8 TIME BAR

You acknowledge and agree that any claim or cause of action arising out of or in connection with the Services shall be commenced within 1 (one) year after its accrual; thereafter, any such claim or cause of action shall be permanently barred.

13.9 CONTACTS

If You have any questions regarding these Terms, please contact us at [email protected].