KeyFi TOC

These Terms of Service Between Vendor and User (the "Terms") concerns the services you

("User," "you," or "your") may receive from KEYFI Issuer LLC, a Saint Vincent and Grenadines

limited liability company ("Vendor," "we," "us," or "our") on this user interface (the "Interface"). The

Terms include and hereby incorporate by reference the KeyFi Privacy Policy (the "Privacy Policy").

By using this Interface, you agree to follow and be bound by the Terms. If you do not agree, do not

use the Interface. If you agree to the Terms on behalf of a business organization, you represent

and warrant that you have the authority to legally bind such business organization, and you further

agree that you are binding both you and the business organization. In such a case, "you," "your" or

"User" will refer and apply both to you and the business organization.

Vendor reserves the right to update or modify the Terms at any time without prior notice. Your use

of the Interface following any such change constitutes your agreement to follow and be bound by

the Terms as changed. For this reason, we encourage you to review the Terms whenever you use

the Interface.

THE SERVICES

1.1

Your Application for Credential

Using the Interface, you can apply to receive a credential from us regarding your digital identity (a

"Credential"). Specifically, a Credential certifies that your identity is in compliance with our KeyFi

Know-Your-Customer Policy (the "KYC Policy"). See Section 5 below for more information.

If you receive a Credential from us, it is tied to your address on the Ethereum platform (your

"Address").

1.2

Our Services to You

If you apply on this Interface for a Credential, we shall provide to you, under these Terms, the

following services (the "Services"):

We will collect information and documents from your application (your "Data");

We will check your Data against the requirements of our KYC Policy;

If your Data passes all requirements, we will issue to you a Credential.

1.3

The Application Process

The Interface includes instructions for accessing the Services by initiating your application for a

Credential. These instructions may include one or more of the following steps:

You follow the instructions on the Interface to confirm the Terms;

You provide and prove ownership of an Ethereum address;

You answer a series of questions confirming your identity, status and residence;

You upload a scanned copy of your identity document, along with a "selfie"

photograph;

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You pay the required fee (the "Fee"), if any; and

In most cases, you will receive immediate notification of the results of your

application (see Section 1.4 below for more details). However, in some circumstances we may

request additional information for clarification purposes.

1.4

Results of Your Application

Entitled to a Credential. If we can confirm your identity and your Data passes our

KYC Policy for eligibility, we will issue you a Credential.

Not entitled to a Credential. If we can confirm your identity, but your Data does not

pass our KYC Policy, then we will not issue you a Credential. We will not write anything to your

Address, and we will not otherwise directly record anything on-chain that you did not receive a

Credential. You will not be entitled to a refund of the Fee (if any was paid). We will notify you that

you are not eligible for a Credential via email.

Undetermined. If we cannot process or finish your application for any reason, then

your application will be cancelled as "undetermined." This may occur for a variety of reasons,

including 1) we are unable to confirm your identity; 2) there are technical problems with the

Interface, our systems, or the Ethereum protocol; or 3) there are logistical issues with our

processes. If your application is cancelled, we will not write anything to your Address, and we will

not otherwise directly record anything on-chain regarding your application status. We will refund

your Fee (if any was paid) by having your payment returned to your Address, less transaction fees

charged by the Ethereum protocol. We will notify you that your application is cancelled via email.

THE FEES

You agree to pay the Fee for the Services, if any, out of your Address, as follows:

Payment by ETH. You may choose to pay the Fee by the Ether cryptocurrency

token (ETH). In such case, the Fee shall be an amount of ETH as indicated on the Interface; or

Payment by KEY. You may choose to pay the Fee by the SelfKey cryptographic

token (KEY). In such case, the Fee shall be an amount of KEY as indicated on the Interface.

Any price conversion of ETH or KEY shall be determined through one or more application

programming interfaces from sources Vendor deems reliable.

STAKING FOR CREDENTIAL

If you receive a Credential from us, you may in the future have the option to "stake" against it.

"Staking" in this context means that you would lock up digital assets (for example, KEY) as a form

of a guaranty against the validity of your Credential. This may occur outside of our Interface (but

still within the SelfKey web app or mobile app).

YOUR AGREEMENTS, REPRESENTATIONS AND WARRANTIES

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As a condition of receiving the Services, you agree to the following:

4.1

Subcontractors

You acknowledge and agree that we may use one or more subcontractors (each, a

"Subcontractor" and, collectively, the "Subcontractors") to aid us in providing the Services. You

agree your Data may be shared with the Subcontractors, in accordance with our Privacy Policy, for

the purpose of processing your application.

4.2

Your Data

You represent and warrant that, in connection with the Services, the Data you

provide to us is accurate and not misleading, and that any documents that are part of the Data are

true and correct.

By your application to use our Services, you expressly grant us or our

Subcontractors the right:

(1) to verify and cross-reference your identity and residency using your Data,

databases, governmental or agency lists, or using identify-proofing methods, such as

document forensics or biometrics; and

(2) to store, record, distribute, alter, copy, assign or otherwise transfer the Data in

accordance with our Privacy Policy.

4.3

Other Information

You acknowledge and understand that using the SelfKey web app or mobile app to

submit your application to use the Services will create a file that is stored electronically on your

computer or device (the "Device File"). The Device File may contain data that is used or collected

during the course of your application, comprising account information, identity-related information,

photos, images, documents, session data, and other information.

By your application to use our Services, you expressly grant us or our

Subcontractors the right to store, record, distribute, alter, copy, assign or otherwise transfer the

Device File in accordance with our Privacy Policy.

Due to the openly-accessible and possibly permanent nature of the Ethereum

protocol, certain information could be derived about you due to your interaction with the Interface,

including:

(1) your Address could be tied to a payment for an application for a Credential; and

(2) your Address can be associated with a hash or whitelist of addresses implying

that your specific address received a Credential. Any hash associated with your address,

however, would be only a cryptographic digest, created via a one way function, and should

not feasibly be able to be decrypted to derive any personally identifiable information.

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4.4

Your Application; Accessing the Interface

You acknowledge and agree that there is no guarantee that you will receive a

Credential if you apply for it. The decision to grant a Credential is made in our sole discretion, in

good faith, based upon your Data and upon the results of any data processing by our

Subcontractors in accordance with our KYC Policy. We make no representations or warranties

regarding the results of applying for a Credential or the process of trying to obtain one.

You acknowledge and agree that there is no guarantee that you will receive a

Credential in a timely manner. We make no representations or warranties regarding the speed or

timeliness of issuing Credentials.

You acknowledge that there is no guarantee that the Interface is or remains secure,

complete or correct, or that access to the Interface will be uninterrupted or error free.

You acknowledge that the Interface may contain links to websites and apps

operated by third parties. When you select these links you will be leaving the Interface. Because

we have no control over such third party websites or apps, we disclaim any responsibility or liability

for their availability or content. We do not adopt or endorse any such websites or apps, including,

without limitation, any information, services, products or capabilities you may derive from them.

YOUR USE OF THIRD PARTY WEBSITES AND APPS IS AT YOUR OWN RISK AND IS

SUBJECT TO THEIR TERMS OF USE.

You understand that the Interface may include inaccuracies, errors and materials

that violate or conflict with these Terms. In such a case, the provisions of these Terms shall

prevail.

While accessing the Interface, you agree that you shall not attempt to:

(1) use the Interface for any fraudulent or unlawful purpose;

(2) interfere with or disrupt the operation of the Interface, or the servers, networks

and smart contracts used to makes it functional (or violate any requirements,

procedures, policies or regulations of any such networks);

(3) restrict or inhibit any other person from using the Interface, including, without

limitation, by hacking, attacking, altering or defacing any portion of the Interface;

(4) use the Interface to advertise or offer to sell or buy any goods or services;

(5) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial

purposes, any portion of, use of, or access to the Interface;

(6) modify, adapt, reverse engineer, decompile, disassemble any part of the

Interface;

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(7) remove any copyright, trademark or other proprietary rights notice, or materials

originating from the Interface;

(8) frame or mirror any part of the Interface;

(9) create a database by systematically downloading and storing information

derived from the Interface, whether by use of a robot, spider, site search/retrieval

application or by any other manual or automatic device to retrieve, index, "scrape,"

"data mine" or otherwise systematically gather information; or

(10) reproduce, modify or create derivative works based on, rent, lease, loan, sell,

distribute, publish, publicly perform or display all or any part of the Interface;

4.5

Your Credential

If you receive a Credential from us, you understand and agree that:

A Credential is our certification that your identity and residence are in compliance

with our KYC Policy. It signifies your eligibility to interact or participate in programs that we

organize. However, there is no guarantee that your Credential will have any other uses or benefits,

or that it will hold any bearing with any other person, organization or project. Your Credential

cannot be used for notarization, authentication or apostille purposes.

Your Credential is non-transferrable and will always remain associated with your

Address. You understand that losing the private keys to or otherwise losing access to your

Address will cause you the loss of your Credential.

You may receive only one Credential, uniquely tied to you as an individual.

There is no guarantee that the smart contracts and/or whitelisting system that

administers your Credential are or remain secure, complete or correct, or that the functionality of

or access to your Credential will be uninterrupted or error free. Not every smart contract utilized by

your Credential may be audited for vulnerabilities, which increases the likelihood of an exploit or a

malfunction. Further, those smart contracts that have been audited are not guaranteed to be free

of risk, as no auditor is infallible. An auditor may fail to identify a vulnerability within smart contract

code due to a lack of skill, experience, information, time or resources.

Your credential is issued via smart contracts and whitelisting system for Ethereum

addresses. There are "admin keys" for these smart contracts that can create, read, and update

your Credential. While these offer the convenience of being able to apply patches or updates, they

also add a possible vulnerability if they are not properly secured. If any such admin key is stolen or

otherwise accessed by a malicious actor, such malicious actor may have the ability to change the

functionality or usefulness of your Credential, for instance, by adding you to another list which

makes the credential invalid. You understand that an admin key being not properly protected, or it

being misused, could result in an abuse or loss of your Credential, or could result in the

compromise of the entire credentials system as a whole.

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You acknowledge that there are risks associated with the Ethereum protocol, upon

which the Interface and all Credentials rely. Any malfunction, breakdown or abandonment of the

Ethereum protocol may result in the loss of or inability to access your Credential. The Ethereum

network is prone to periodic congestion during which access to, or verification of, your Credential

could be affected. Moreover, advances in cryptography, or technical advances such as the

development of quantum computing, could present risks by undermining or vitiating the

cryptographic consensus mechanism that underpins the Ethereum protocol.

You understand that laws and regulations regarding "Know-Your-Customer,"

"Anti-Money Laundering," and "Combating the Financing of Terrorism" are constantly evolving,

which affects both the KYC Policy and the Privacy Policy. Changes to these laws and regulations

could cause your Credential to no longer be compliant with our policies, which may cause us to

revoke your Credential.

Your Credential, or the whitelisting thereof, is revocable. We may revoke your ability

to access our credentials system if we become aware that:

(1) you have created, or attempted to create, more than account or eligibility

Credential for yourself;

(2) your account access was granted to you in error, whether an error by us or our

Subcontractors, or any other type of error, technical or otherwise;

(3) circumstance have changed that cause your Data upon which your Credential

was based to be no longer true or accurate;

(4) laws or regulations change that cause your Credential to be no longer compliant

with our Privacy Policy;

(5) you attempt to transfer or sell your Credential;

(6) you have breached these Terms;

(7) you explicitly instruct us to revoke your Credential by contacting us at

info@keyfi.ai.

4.6

No Warranties; Limitations of Liability; Indemnification

No warranties. The Interface and the system on which your Credential functions are

provided "as is" and without warranties of any kind. You agree to bear all risks associated with the

use of the Interface and your Credential. We disclaim all warranties, express or implied, including,

without limitation, all warranties of title, non-infringement, accuracy, completeness, usefulness,

merchantability, and fitness for a particular use, and warranties that may arise from course of

dealing/performance or usage of trade.

Limitation of Liability.

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IN NO EVENT WILL VENDOR, OUR AFFILIATES, OUR ASSIGNS, OR OUR

SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,

PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT

LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF

DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.

FURTHER, THE LIABILITY OF VENDOR, OUR AFFILIATES, OUR ASSIGNS, OR OUR

SUBCONTRACTORS FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE

TERMS SHALL NOT EXCEED THE FEES RETAINED BY VENDOR UNDER THE TERMS.

ALL LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF

ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE TERMS,

WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,

OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES

AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL

PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING

EXCLUSIONS AND LIMITATIONS, SO, TO THAT EXTENT, SOME OR ALL OF THESE

LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification. By accessing the Interface or by using your Credential, you agree

to indemnify, defend and hold harmless Vendor and its officers, directors, owners, partners,

employees, agents, and subcontractors (collectively, the "Indemnified Parties") from and against

any and all claims, losses, costs and expenses (including attorneys' fees) arising out of or relating

to (1) any breach (or claim, that if true, would be a breach) by you of the Terms and (2) your use

of, application for, or activities in connection with the Interface or your Credential. We reserve the

right, at our own expense, to assume the exclusive defense and control of any matter otherwise

subject to indemnification by you. You shall not enter into any settlement agreement which affects

the rights of any of the Indemnified Parties or requires the taking of any action by any of them,

without our prior written approval.

KYC POLICY

Our KYC Policy aims for compliance with a broad scope of "Know-Your-Customer" rules,

regulations and principles, including those related to anti-money laundering, combating the

financing of terrorism and politically exposed persons.

5.1

Ineligible Countries

Under our KYC Policy, the citizens of the following countries (the "Ineligible Countries") are

ineligible to receive a Credential:

● The United States of America

● Albania

● Belarus

● Bosnia

● Burma

● Central African Republic

● Democratic Republic of Congo

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●

Democratic People’s Republic of Korea

●

Côte D’Ivoire

●

the Crimea region of Ukraine

●

Croatia

●

Cuba

●

Herzegovina

●

Iran

●

Iraq

●

Kosovo

●

Lebanon

●

Liberia

●

Libya

●

Macedonia

●

Moldova

●

Serbia

●

Somalia

●

Sudan

●

South Sudan

●

Syria

●

Venezuela

●

Yemen

●

Zimbabwe.

Further, residents of Ineligible Countries, or any person attempting to access the Interface from

within Ineligible Countries are also ineligible to receive a Credential.

5.2

Sanctions Lists

Once your identity has been substantiated, we will screen your identity against sanctions lists for

individuals and companies published by regulatory bodies such as the U.S. Office of Foreign

Assets Control and the Monetary Authority of Singapore. If your identity fails this screening

process, you will be ineligible for a Credential.

TERMINATION

The Terms shall continue to apply until terminated as set out below.

6.1

Automatic Termination

The Terms shall automatically terminate (an "Automatic Termination") after it is determined that (a)

you are not entitled to a Credential, as detailed in Section 1.4.b above, (b) your application is

cancelled as "undetermined," as detailed in Section 1.4.c above, or (c) your Credential (or the

whitelisting thereof) is revoked, in accordance with Section 4.5.h above.

6.2

Termination by You

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You may terminate the Terms at any time after applying for, but not yet receiving, a Credential.

However, you will not receive a refund or credit for Fees already paid. Further, you may terminate

the Terms at any time after receipt of your Credential by instructing us to revoke your Credential in

accordance with Section 4.5.h above.

6.3

Termination by Us

We, or any other group, entity or body that assumes governance of the Interface and the

credentials system, may terminate the Terms for any lawful reason, including supply and demand,

cost to maintain data, or other business considerations.

6.4

Provisions upon Termination

When the Terms terminate for any reason, all of the rights, privileges and benefits granted to you

under the Terms shall cease, and you must immediately cease their use. Your access to or use of

the Interface and your Credential may be terminated without notice, and any information or files

stored in connection with the Interface or your Credential may not be available to you after any

such termination. Notwithstanding the foregoing, however, the following provisions shall survive

and continue in full force and effect: Section 4.6 (No Warranties; Limitations of Liability;

Indemnification) and Section 7 (Miscellaneous).

Miscellaneous

7.1

Jurisdictional context

The Interface and the credential system are controlled and operated by Vendor from Saint Vincent

and the Grenadines and is intended solely for Users in accordance with the KYC Policy.

7.2

Entire Agreement; Interpretation

These Terms set forth the entire agreement and understanding between you and Vendor relating

to the subject matter hereof and thereof and cancels and supersedes any prior or

contemporaneous discussions, agreements, representations, warranties, and other

communications between you and Vendor, written or oral, to the extent they relate in any way to

the subject matter hereof and thereof. The section headings in these Terms are included for ease

of reference only and have no binding effect. Even though Vendor drafted these Terms, you

represent that you had ample time to review and decide whether to agree to these Terms. If an

ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of

proof will arise favoring or disfavoring you or Vendor because of the authorship of any provision of

these Terms.

7.3

Governing Law; Jurisdiction; Venue

These Terms and any claim thereunder will be governed by and construed in accordance with the

laws of Saint Vincent and the Grenadines, without regard to its conflict of law provisions. You

hereby submit to and consent to the exclusive jurisdiction and venue of the courts sitting in Saint

Vincent and the Grenadines for the litigation of any dispute hereunder or of any dispute regarding

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any transaction in connection with the Terms. You hereby irrevocably waive, and agree not to

assert in any suit, action or proceeding, any claim that (a) you are not personally subject to the

jurisdiction of such courts, or (b) such suit, action or proceeding is brought in an inconvenient

forum, or (c) the venue of such suit, action or proceeding is improper.

7.4

Class And Collective Waiver

Both you and Vendor agree to bring any claim or dispute on an individual basis only, and not on a

class or collective basis on behalf of others. There will be no right or authority for any dispute to be

brought, heard or litigated as a class or collective action, or as a member in any such class or

collective proceeding.

7.5

Assignability

You may not assign these Terms, or any of its rights or obligations hereunder, without Vendor's

prior written consent in the form of a written instrument signed by a duly authorized representative

of Vendor. Vendor may assign its rights and obligations so long as not inconsistent with these

Terms. Any attempted assignment or transfer in violation of this subsection will be null and void.

Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of

the successors, heirs, and permitted assigns of the parties.

7.6

Transferability of Your Information

If ownership of all or substantially all of our business changes, if we undergo a corporate or

structural reorganization (whether through merger, consolidation, asset sale,

bankruptcy/receivership action or any similar transactions), or if any other group, entity or body

assumes governance of the Interface or our credentials system, you expressly consent to us

transferring your information (including, without limitation, your Data, the Device File, and your

Credential and associated information) to the new owner, successor entity or new governing body

so that the Interface or credentials system may continue to operate. If required by applicable law,

we will notify the data protection agency in each jurisdiction of such a transfer.

7.7

Third Party Beneficiaries

No person or business organization shall be third party beneficiaries to these Terms.

7.8

Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole

or in part under applicable law, such provision or such portion thereof will be ineffective as to the

jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or

unenforceability and will be deemed modified to the extent necessary to conform to applicable law

so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or

unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity,

or enforceability of such provision in any other jurisdiction or of any other provision in any

jurisdiction.

7.9

Force Majeure

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Vendor will not be responsible for the failure to perform, or any delay in performance of, any

obligation hereunder for a reasonable period due to pandemics, accidents, fires, floods,

telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of

government, governmental requirements and regulations or restrictions imposed by law or any

other conditions beyond our reasonable control.

7.10

Prevailing Language

The English language version of these Terms will be controlling in all respects and will prevail in

case of inconsistencies with translated versions, if any.

7.11

Consent To Use Electronic Records

It may be mandated or desirable that you receive certain records in writing from Vendor, including

contracts, notices, and communications. To facilitate this, you hereby grant permission to receive

these records electronically instead of in paper form. You further agree to utilize electronic consent

and electronic signatures in lieu of using paper documents, and you understand and agree that

electronic signatures are equivalent to traditional signatures, and equally binding.

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