TERMS AND CONDITIONS

These Merchant Terms of Use (the Terms) govern your use of the products,
services or any other features, technologies or functionalities (the Services)
provided by Eidoo Sagl. (EidooPay, we, our, or us) through EidooPay’s website,
API or through any other means. The terms “you” and “your” refer to the
merchant to which we will be providing the Services and the person signing
below or otherwise agreeing to the Terms on behalf of the merchant. Please
read the Terms carefully; by using the Services, you agree to the Terms and
confirm that you accept them.

1. The Services
This agreement is related to the service of cryptocurrency payment processor.
We enable you to accept cryptocurrencies as payment for goods or services,
and process cryptocurrency payments that you receive from your customer
(Purchaser). This agreement does not cover other services like cryptocurrency
exchange, cryptocurrency wallet, and is not intended to be used to purchase or
sell cryptocurrencies. Our Services are only available to businesses that offer
products and/or services for sale or to bona fide charitable organizations that
accept donations. By using the Services, you authorize us to act as your agent
so we may receive, hold and disburse funds on your behalf and to take any and
all actions that we think are necessary to provide the Services and to comply
with applicable law. Payment by Purchaser to EidooPay will be considered the
same as payment made directly to you and will extinguish the Purchaser’s
outstanding obligation, to the extent of the payment.

2. Registration

2.1 Generally

In order to use the Services, you must open a EidooPay account. When you
open an account, we will ask you for contact information such as your name,
phone number, and email address. We will also ask you for information on your
business, including your business’s legal name or DBA, registered address, and
your company website. The information that you provide at the time of account
opening must be accurate and complete and you must inform us in a timely
fashion of any changes to such information. We may require additional
information from you (including any person signing below or otherwise
agreeing to the Terms on behalf of the merchant) to help verify your identity
and assess your business risk, such as your date of birth, tax identification
number, government-issued identification, or company financial statements.
We have the right to reject your account registration or to later close your
EidooPay account, if you do not provide us with accurate, complete, and
satisfactory information.
EidooPay imposes daily transaction processing limits on
merchants. When you register for a EidooPay account, you will be required to
select the limit (the Tier) that will apply to your EidooPay account, and to
provide us with the documentation necessary to qualify for that Tier. For
certain industries, EidooPay may ask for additional verification documents. We
will not begin to process payments on your behalf until we have reviewed the
documentation that you provide, in accordance with applicable law. If you wish
to change to a Tier with a higher limit, you must provide us with the additional
required documentation. We will not approve your request to change Tiers and
permit you a greater processing volume unless and until we have reviewed
your documentation to our satisfaction. Please also refer to Section 3.1, Daily
Transaction Volume Limits.b.
Additional Due Diligence. For certain regulated industries, such as Foreign
Exchange, Money Service Business activities or E-wallets, EidooPay will perform
additional due diligence to ensure that your business is duly licensed and has a
strong internal control framework.

2.2 Guarding your Password

You will choose a password when registering your account. You are responsible
for maintaining the confidentiality of your password and account access
information. You are fully responsible for all activities that occur with the use of
your password or account. Please notify us immediately of any unauthorized
use of your password or account or any other breach of security. If you share
your password with others we will not be liable for any loss that you may incur
as a result of someone else using your password or account, either with or
without your knowledge. You may not allow other merchants to use your
account. You may not use anyone else’s password at any time.

3. Your Sales

3.1 Daily Transaction Volume Limits

EidooPay imposes daily and annual transaction processing limits on merchants.
When you register for a EidooPay account, you will be enabled to transact at
the Basic Tier level. At EidooPay’s discretion, and based on EidooPay’s risk
assessment of your business, transaction capabilities may not be enabled until
additional documentation or information regarding you and your business is
collected and verified. Requests to increase your processing limit will not be
approved unless and until we have reviewed your documentation to our
satisfaction and have confirmed the accuracy and authenticity of the
information therein.

3.2 Invoices and Records

You must keep all records needed for fulfilling the goods or services sold to the
Purchaser and providing any post-sale support to the Purchaser. If the sale ofthe item requires any government registration of the sale, you are responsible
for such registration. EidooPay is required to maintain records of all
documentation and information collected for your merchant account for the
duration that your account is active, and up to 10 years thereafter.

3.3 Customer Verification

Consistent with your local laws and regulations, you are solely responsible for
obtaining any information required of those who purchase your goods or
services. For instance, if applicable law prohibits a sale to persons under the
age of 18 years, you must ensure that a Purchaser is at least 18 years of age.
Similarly, if applicable law requires that a Purchaser’s identity be verified, you
must verify the Purchaser’s identity. We will not be responsible for your failure
to adequately verify your Purchasers’ identities or qualifications.

3.4 Representation and Warranties

Your use of the Services is also subject to the following important restrictions.
Specifically, you represent and warrant to us that:
a.
You are at least eighteen (18) years old or older and have the right, power
and contractual capacity to agree to these Terms.
b.
Your use of the Services will not contravene any applicable law.
You will first require our authorization before using the Services for Politically
Exposed Persons,
c.

Your use of the Services will not involve gambling or any other activity with
an entry fee and a prize, including, but not limited to casino games, sports
betting, horse or greyhound racing, lottery tickets, other ventures that
facilitate gambling, and sweepstakes, unless you have obtained our prior
written approval and you and your customers are located exclusively in
jurisdictions where such activities are permitted by law.

d.

Any exceptions made to the prohibitions in this Section 3.4
(Representations and Warranties) shall be subject to internal review and only
effective when expressly authorized by EidooPay in writing.

3.5 Our Right to Reject
We reserve the right to decline to process a sale if we believe that it violates
these Terms or would expose you, other merchants, Purchasers, or other
parties to harm. If we reasonably suspect that your EidooPay account has been
used for an illegal purpose, you authorize us to share information about you,
your EidooPay account, and your account activity with law enforcement.

3.6 Our Right to Inspect

We may ask for permission to inspect your business location in connection with
your use of the Services, or documentation or evidence to support specific
transactions. If you refuse our request, we may suspend or terminate your
EidooPay account.

4. Third Parties

4.1 Your Use of Third-Party Services

In using the EidooPay website or the Services, you may be offered services,
products and promotions provided by third parties. If you decide to use these
third-party services, you do so at your own risk and are solely responsible for
reviewing, understanding and complying with the associated terms and
conditions. We expressly disclaim any liability for the third-party services and
are not responsible for the performance of the third-party services or servicers.

4.2 Security

We have implemented security measures designed to secure your information
from accidental loss and from unauthorized access, use, alteration or
disclosure. However, we cannot guarantee that unauthorized persons will never
gain access to your information, and you acknowledge that you provide your
information at your own risk, except as otherwise provided by applicable law.

5. How we Collect, Use and Share Information

In order to provide the Services, we may share information about you and your
EidooPay account with third parties, including but not limited to your bank and
Purchasers.
From time to time EidooPay may engage third parties in order to assist in
different aspects of the provision of our Services to you. You acknowledge and
agree your use of the Services may require we share your information with
these third parties who may need to review your eligibility to use the Services
according to their own verification procedures.

6. Our Ownership of the Services and the EidooPay Website

You agree and acknowledge that we own all right, title and interest to and in
the Services, the associated software, technology tools and content, the
EidooPay website, the content displayed on the website, and other materials
produced by and related to EidooPay (collectively, the EidooPay IP). You are
only permitted to use the Services and the EidooPay IP to accept and receive
payments, according to these Terms. When you accept the Terms, we grant you
a personal, limited, revocable and non-transferable license to use the EidooPay
IP, without the right to sublicense. You shall not rent, lease, sublicense,
distribute, transfer, copy, reproduce, download, display, modify or timeshare
the EidooPay IP or any portion thereof, or use the EidooPay IP as a component
of or a base for products or services prepared for commercial sale, sublicense,
lease, access or distribution. You shall not prepare any derivative work based
on the EidooPay IP, nor shall you translate, reverse engineer, decompile or
disassemble the EidooPay IP.

7. Advertising

By written mutual consent, we may publish your corporate name, artwork, text
and logo (Merchant Content) on the EidooPay website and promotional
materials to acknowledge you as our customer. You represent and warrant to us
that you have the right to provide the Merchant Content to us, and that the
use, copying, modification and publication of the Merchant Content by us: (a)
will not infringe, violate or misappropriate any third party copyright, patent,
trade secret or other proprietary rights, (b) will not infringe any rights of
publicity or privacy, and (c) will not be defamatory or obscene or otherwise
violate any law.

8. Invoices & Settlement

8.1 Invoice Generation and Exchange Rate Guarantee
EidooPay’s hosted invoice UI shall be used. To create an invoice for your
Purchaser, you may post a request to EidooPay to collect a specific amount in
CHF, EUR or USD , or in cryptocurrency. EidooPay will pull the exchange rate,
where applicable, and provide the cryptocurrency payment instructions to you
for you to display to the Purchaser. We guarantee the exchange rate to you as
long as the Purchaser pays within the proper time window after the invoice is
created. Invoice timeout information is clearly displayed on each EidooPay
invoice. While we guarantee the exchange rate as long as the Purchaser pays
within such time window, you agree that you assume the volatility risk of your
local currency or cryptocurrency, as applicable. For instance, if you ask us to
collect CHF 150, and the Purchaser sends the cryptocurrency equivalent in
payment within the time window, we guarantee you will receive exactly CHF
150, minus our fee if applicable. We do not, however, guarantee the exchange
rate of Swiss franc agains other fiat currencies.
An invoice is considered complete by us after the payment has six (6)
cryptocurrency block confirmations. You have the option to inform yourPurchaser earlier about the status of the invoice; please note that EidooPay is
not liable for settling invoices with a payment that never receives six (6)
cryptocurrency block confirmations. EidooPay employs techniques to detect
payments that are at risk of never receiving six (6) cryptocurrency block
confirmations, however these measures do not completely eliminate the risk
associated with unconfirmed payments.

8.2 Cost in case of improper transactions
Merchants paying Service Fees will have these fees offset against their
applicable ledger balances. Merchants who issue full or partial refunds will pay
the cryptocurrency miner fee cost of returning the payment to the customer.
Purchasers are also assessed an Unspent Transaction Output (UTXO) fee for
purchases, as well as the cryptocurrency miner fee cost of returning underpaid
or overpaid amounts to their cryptocurrency wallet addresses. In the event the
Purchaser requests a refund for an underpayment or overpayment, only the
purchase price will be refunded, minus the cryptocurrency miner fee cost. If the
Merchant requests a full or partial refund on the Purchaser’s behalf, only the
purchase price will be refunded. The UTXO fee and the cryptocurrency miner
fees required for refunds are nonrefundable. We reserve the right to change our
fee structure and pricing. Your continued use of the Services after we notify you
of any changes in our fees constitutes your acceptance of such change. Current
pricing information is provided on the EidooPay website at
https://EidooPay.ch/pricing.

8.3 Methods of Settlement
We will verify the Purchaser’s payments over the cryptocurrency peer-to-peer
payment network and post the balance to your accounting ledger, according to
your preference settings. The debits and credits to your accounting ledger are
funds held by EidooPay until settlement to your bank account can take place. If
not otherwise agreed, we will perform a weekly settlement of your funding. You
can receive a settlement in your local currency or in cryptocurrency. You
assume volatility risks of the currency in which you choose to settle. Forexample, if you choose to settle in cryptocurrencies, then you assume the
volatility risk of the cryptocurrency value.

8.3.1 Settlements in Local Currencies
Direct deposit to a bank account is available to merchants. If you wish to
receive direct deposit settlements, you must provide us with valid bank
account information and keep such information current. We will issue payouts
to your bank account once every week.

8.3.2 Your Bank Account
You must provide us with written notice at least one (1) business day prior to
closing your bank account. If you wish to continue to receive direct deposits,
you must provide us with information for a substitute bank account. You are
solely liable for all fees and costs associated with your bank account and for all
overdrafts. You are also liable to us for any fees that we may incur based on
your provision of inaccurate information or instructions. You authorize us to
initiate electronic credits to your bank account at any time, as necessary to
process your transactions. We will not be liable for any delays in receipt of
funds or errors in bank account entries caused by third parties.

8.3.3 Settlements in cryptocurrencys
Any cryptocurrency accepted by EidooPay on your behalf must be settled to a
cryptocurrency wallet selected by you. Payments in cryptocurrencys are sent to
your designated cryptocurrency address, at least once per calendar day but
always at least once per week. EidooPay is not liable for any losses incurred as
a result of improperly reported or designated cryptocurrency addresses you
provide.

8.4 Certain Deferrals
If we need to conduct an investigation or resolve any pending dispute related
to your EidooPay account, we may delay settlement or restrict access to yourfunds while we do so. Additionally, we may delay settlement or restrict access
to your funds if required to do so by law, court order or at the request of law
enforcement.

8.5 Account Information (in development)

You will have access to account information detailing your ledger and
transaction and settlement history through your merchant account. Should you
identify an error, you must notify us within thirty (30) calendar days of the
ledger entry posting.

10. Account Termination

10.1 Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease
using the Services, these Terms no longer apply, subject to Section 14.11
(Survival). You may close your EidooPay account at any time. You will still be
obligated to us for any fees incurred, if applicable, before the closure and we
will remit to you funds not yet paid to you and associated with pre-closure
sales. If your account balance is below our documented minimum transfer
amount, you may be responsible for any applicable transactions fees that may
be incurred in the funds transfer.

10.2 Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email
or phone communication. We may also suspend your access to the Services if
we suspect that you have failed to comply with these Terms, pose an
unacceptable fraud risk to us, or if you provide any false, incomplete,
inaccurate or misleading information. We will not be liable to you for any losses
that you incur in connection with our closure or suspension of your account.

11. Indemnification
You agree to indemnify EidooPay, its affiliated and related entities, and any of
its officers, directors, employees and agents from and against any claims,
costs, losses, liabilities, damages, expenses and judgments of any and every
kind (including, without limitation, costs, expenses, and reasonable attorneys’
fees) arising out of, relating to, or incurred in connection with any claim,
complaint, action, audit, investigation, inquiry, or other proceeding instituted
by a person or entity that arises or relates to: (a) any actual or alleged breach
of your representations, warranties, or obligations set forth in these Terms; (b)
your wrongful or improper use of the Services; (c) the products or services sold
by you through the Services, including but not limited to any claims for false
advertising, product defects, personal injury, death or property damage; or (d)
any other party’s access or use of the Services with your account information.


12. Limitation of Liability
1. Subject to the exceptions below and unless otherwise regulated in thse Terms,
EidooPay, as well as its officers, directors, employees and suppliers, assumes
no liability or responsibility for any loss arising out of or related to the Services,
any technical, interruption or malfunction of the Service, any stolen, lost, or
unauthorized use of yours account, any breach of security or data breach.
2. The limitation of liability set out above shall not be applicable in the event that
Eidoo or a Eidoo-employee has caused the damage by intentional misconduct
or by gross negligence.


13. Miscellaneous

13.3 Assignment
You may not transfer or assign these Terms, or any rights granted by these
Terms. You agree and acknowledge that we may assign or transfer these Terms.13.4 Severability
Should any provision of these Terms be determined to be invalid or
unenforceable under any law, rule, or regulation, such determination will not
affect the validity or enforceability of any other provision of this Agreement.


13.5 Waivers
Our failure to assert any right or provision in these Terms shall not constitute a
waiver of such right or provision, and no waiver of any term shall be deemed a
further or continuing waiver of such or other term.


13.6 Entire Agreement
This Agreement including the Privacy Policy referenced herein, represent the
entire understanding between us and you with respect to the matters
discussed. Headings are included for convenience only, and shall not be
considered in interpreting these Terms.


13.7 Notices
You agree to accept communications from us in an electronic format, and agree
that all terms, conditions, agreements, notices, disclosures or other
communications that we provide to you electronically will be considered to be
“in writing”.


13.8 Governing Law
This Agreement will be governed by the laws of Switzerland.


13.9 Amendment
We may update or change these Terms from time to time by posting the
amended Terms on our website. Such updates or changes shall be effective at
the time of posting. If you continue to use the Services after we provide notice
of such changes, your continued use constitutes an acceptance of the
amended Terms and an agreement to be bound by them. If you do not agree tothe amended Terms, you must close your EidooPay account per the termination
section of this agreement and discontinue your use of the Services.


13.10 Force Majeure
Neither you nor we will be liable for delays in processing or other non-
performance caused by such events as fires, telecommunications, utility, or
power failures, equipment failures, labor strife, riots, war, nonperformance of
our vendors or suppliers, acts of God, or other causes over which the
respective party has no reasonable control; provided that the party has
procedures reasonably suited to avoid the effects of such acts.


13.11 Survival
The provisions of Sections 3.4 (Representations and Warranties), 4.2 (Security),
6 (Our Ownership of the Services and the EidooPay Website), 7 (Advertising),
8.5 (Certain Deferrals), 11 (Indemnification), 12 (No Warranties), 13 (Limitation
of Liability), and 14.8 (Governing Law) shall survive the termination of these
Terms.