General terms and conditions Coinmerce B.V. 1. Definitions and applicability 1.1 In these general terms and conditions, the capitalised terms shall have the following meaning: Application - the application of Coinmerce with which the User can buy or sell Cryptocurrencies (as defined below); Coinmerce - Coinmerce B.V., a private company with limited liability, with registered office and place of business in (1431 VL) Aalsmeer at Zwarteweg 121, registered in the trade register of the Chamber of Commerce under number 70036969; Cryptocurrency- the application of Coinmerce. Cryptocurrency or Cryptocurrencies - cryptographic digital currencies offered by Coinmerce through the Application and/or the Website to the User; Services - the services offered by Coinmerce to the User. Services - the services offered by Coinmerce through the Website and/or the Application to the User, including in any case but not exclusively: the creation and management of an account (art. 4), the purchase and sale of Cryptocurrencies (art. 5, 6 and 7), the strike functionality (art. 8), and the use of Coinmerce Coins (art. 9); User - any natural person or legal entity who enters into any legal relationship with Coinmerce, expressly including entering into an agreement for the purchase or sale of Cryptocurrencies; Website - the website of Coinmerce: www.coinmerce.io. 1.2 By creating an account through the Application or on the Website, the User declares that he or she has received, read, understood and accepted these Terms and Conditions. All legal acts entered into with Coinmerce by the User, expressly including these general terms and conditions and the provision of the Services, shall be exclusively governed by these general terms and conditions; the applicability of any other (general) terms and conditions is excluded in advance by the User. 1.3 The User declares that when accessing and/or using the Services, whether or not by means of the Application or the Website, he or she complies with all the conditions and requirements set forth in these general terms and conditions. The User agrees to the use of the Services. 2 Information and risk identification 2.1 The User is aware that Cryptocurrencies have no fixed value and that this value can fluctuate significantly from time to time. 2. 2.2 The price value of the Cryptocurrencies in which you wish to trade is determined by Coinmerce at the time the transaction takes place. After the transaction has ended, this or any other, changed price value can no longer be invoked. 2.3 The User is aware that the purchase and sale of Cryptocurrencies is at his or her own expense and risk. Any decision is the User's own decision and responsibility. Coinmerce shall not be liable for any loss or damage suffered arising from the purchase or sale of Cryptocurrencies or incurred due to delays in the execution of purchase or sale orders of Cryptocurrencies. 2.4 The moment the User places a purchase or sale order with Coinmerce via the Application or the Website, it cannot be revoked by the User. Orders placed by the User with Coinmerce are thus final in all cases and cannot be undone. 2.5 Coinmerce shall exercise due care in the provision and execution of its Services and shall monitor the quality of its service to the User. The User has no say or other influence on the execution, content and/or delivery of the Services; Coinmerce delivers and executes the Services entirely autonomously and at its own discretion. Coinmerce is thereby entitled to change the content and scope of the Services unilaterally and without prior announcement to that effect. 2.6 Coinmerce charges a variable amount of (transaction) fees per transaction that takes place in execution of the Services and is entitled to withhold these (transaction) fees each time a transaction takes place, by whatever name. An example of this is that Coinmerce charges variable (transaction) fees when Cryptocurrencies are sent by the User from Coinmerce's platform to a third exchange or wallet. 2.7 All (transaction) fees, however named, applicable to and retained by Coinmerce for the provision or provision of the Services, are determined exclusively and unilaterally by Coinmerce and passed on to the User. An overview of the current (transaction) fees charged by Coinmerce is visible on the Website and in the Application. 2.8 Coinmerce does not provide any investment or financial advice in connection with the purchase or sale of Cryptocurrencies. Coinmerce merely facilitates the purchase and sale of Cryptocurrencies by the User. 2.9 The User can use the payment methods listed on the Website and available in the Application. 3. Registration. 3.1 The User is obliged during registration for an account via the Website or the Application to go through an onboarding process with Coinmerce. This includes establishing the identity of the User and the origin of his or her funds by Coinmerce. This is because Coinmerce is subject to, among other things, the Prevention of Money Laundering and Financing of Terrorism Act (Wwft) and the Sanctions Act 1977 (Sw). The User is obliged in this context to provide Coinmerce with all the information and accompanying documents which it may reasonably request and which are necessary for this purpose. 3.2 The User expressly agrees to provide Coinmerce (solicited and unsolicited) with all information that is of importance in the context of legitimation and the detection of money laundering, terrorist financing, fraud or other financial crime. The User gives Coinmerce permission to record this information and related documentation. 3.3 The User declares and guarantees to Coinmerce that all information provided by him or her is correct and not misleading in any way. In addition, the User declares and guarantees to Coinmerce that he or she: i. is a representative of a legal entity or a natural person of at least eighteen (18) years of age and, if and to the extent that a higher age is required for the legal conclusion of any agreement, that age has been reached; ii. has the legal authority to enter into a binding agreement and is not prohibited from doing so by the applicable law; iii. is himself the owner or proprietor of the bank account(s) and/or external wallet(s) used by him; iv. will only use the Services for himself/herself and for his/her own account and risk and (therefore) will not act as an agent or representative of a third party or otherwise on behalf of a third party; v. is not involved or has not been involved in any criminal conduct; vi. is not resident or established in a country or not under the jurisdiction of a country whose applicable law does not allow it to enter into any agreement with Coinmerce that allows it to use the Services. Coinmerce is entitled to unilaterally select the markets and jurisdictions in which it operates and may restrict or refuse its services in certain countries without giving reasons; vii. is not resident or established in a country that does not tolerate, or only to a limited extent tolerates, the offering of services relating to Cryptocurrencies to its residents; viii. is not domiciled or established in a country where sanctions are applicable that have been proclaimed by the United Nations, the European Union, the United States of America and/or another relevant government or organisation; and ix. is not included in a relevant sanctions list drawn up and/or issued by one of the governments or organisations referred to in paragraph viii of this article. 3.4 As long as the User has not successfully completed the onboarding process used by Coinmerce, which will be assessed and approved exclusively by Coinmerce and/or a third party designated by Coinmerce, he or she is not entitled to use the Services. 3.5 The User shall indemnify Coinmerce for any damage suffered by Coinmerce as a result of any inaccuracy or breach of that which the User has declared and guaranteed to Coinmerce in this article. 4. Account, wallet and management 4.1 In order to prevent fraud and abuse, the User is not permitted to create or use multiple accounts. Any additional accounts found to have been created by or on behalf of the User to circumvent this prohibition will be deleted. 4.2 The User is solely responsible for maintaining the confidentiality and security of his or her account, wallet and associated passwords and private key(s), as well as restricting access to his or her account and wallet and for any use and actions that occur in his or her account and wallet. Coinmerce strongly advises users to use two-factor authentication for the protection of their account and wallet, which option is offered by Coinmerce. 4.3 The User understands the risks of and assumes all responsibility and full risk for all activities that take place in his or her account and wallet and all transactions concluded in or with that account and wallet. Coinmerce is always entitled to assume that the person logging into the account on the Application or the Website is the party he or she purports to be. 4.4 If the User knows, or has good reason to suspect, that his or her login details or private key(s) have become available to unauthorised persons and/or (as a result) his or her account and/or wallet has been hacked or taken over by a third party, the User must change his or her password immediately and inform Coinmerce of this, so that Coinmerce can take appropriate measures in good time. 4.5 Coinmerce is not liable for any kind of damage resulting from any loss and/or misuse of the User's login data and/or account. 4.6 The User is responsible for a good and secure internet connection, computer, tablet, smartphone or other device which can be used to connect via the internet to the Application and/or the Website and which has up-to-date security protection against viruses, intruders, hackers, etc. The User is responsible for ensuring that the Website and the Application are secure. 5. Purchase. 5.1 Cryptocurrencies can never be exchanged or returned. The User has the possibility to offer the purchased Cryptocurrencies for sale again through the Application and/or the Website at the exchange value applicable at that time. The User can also send the Cryptocurrencies to a third exchange or external wallet. 5.2 The User explicitly waives the right to dissolve or annul the agreement related to the purchase or sale of Cryptocurrencies. Completed transactions are final and by their nature and given the technical characteristics of Cryptocurrencies cannot be undone. The User is aware of this. 5.3 The delivery of the Cryptocurrencies takes place by offering and sending the Cryptocurrencies to the User's specified wallet address in the Application or on the Website. Coinmerce manages the wallet(s) held by the User at Coinmerce. 5.4 The User subsequently has the option to send the Cryptocurrencies to a third exchange or external wallet. 5.5 Before Cryptocurrencies can be sent to a third exchange or external wallet the User must prove that he or she is the owner of the relevant external address to which the Cryptocurrencies are sent. The User can only provide this proof in a manner to be determined by Coinmerce and with corresponding supporting documents. 6. Sales 6.1 The User agrees to the exchange rate value determined by Coinmerce at the time Coinmerce receives the Cryptocurrencies from the User. 6.2 The User declares that the Cryptocurrencies have been legitimately acquired by him or her in ownership. 6.3 The User sends the Cryptocurrencies to a wallet address specified by Coinmerce. This wallet is managed and secured by Coinmerce. The User is personally responsible for sending the Cryptocurrencies to the correct wallet address and for attaching a proper description ("memo") to Cryptocurrencies for which this is requested. If the User sends the Cryptocurrencies to an incorrect wallet address or does not attach a correct description this will most likely lead to the irreparable loss of the Cryptocurrencies concerned. The User is aware of this risk and is solely responsible for a correct transfer and (if necessary) description as well as for any damage suffered as a result of an incorrect transfer. Coinmerce cannot be held liable in any way for this by the User. 6.4 Coinmerce can only execute the payment of the exchange value determined by Coinmerce, minus the variable (transaction) costs, at the moment the Cryptocurrencies have been received by Coinmerce and the transaction has been confirmed. 6.5 Payment will be sent to the bank details provided by the User. The User is personally responsible for providing Coinmerce with the correct bank and payment details. If the User provides deviating or incorrect data to Coinmerce, this will most likely lead to the irreparable loss of the transaction(s) in question. The User is aware of this risk and is solely responsible for the correct transmission of bank and payment data and for any losses incurred as a result of the incorrect transmission of such data. Coinmerce cannot be held liable in this respect by the User in any way whatsoever. 7. Transactions. 7.1 In line with the foregoing, the User is aware, with respect to the transactions that will take place with or via Coinmerce when using the Services via the Application and/or the Website, that: i. once a transaction has been executed, such transaction is irreversible and cannot be cancelled or otherwise reversed; ii. the execution price of a market order may differ substantially from the indicative price given; iii. limit orders and stop orders may not be executed in the same way as a market order. iii. limit orders and stop-loss orders cannot be guaranteed to be executed at the price indicated by the User; iv. orders cannot be guaranteed to be executed as the presence of sufficient supply or demand is not guaranteed; v. swap orders, repetitive orders, stop-loss orders and limit orders may be complex in nature; and vi. the (exchange) prices of Cryptocurrencies can be very volatile, which entails the risk that the deposit of the User or the Cryptocurrencies held by him can strongly increase or decrease in value in the short term. 7.2 The User acknowledges and accepts the risks as described in article 7.1 and which (therefore) accompany all order forms offered by Coinmerce. The User is personally responsible for a proper risk assessment, including, but not limited to, an assessment of whether his or her (technical) knowledge and experience are suitable for the use of these order forms and the trading of Cryptocurrencies. 7.3 Coinmerce reserves the right to correct any errors by reversing or reclaiming transactions. In case of suspected fraud or abuse, Coinmerce reserves the right to suspend orders and transactions until the legitimacy of such orders and transactions has been adequately verified. 7.4 All (variable) (transaction) charges, by whatever name, to be charged by Coinmerce when providing the Services shall be determined exclusively and unilaterally by Coinmerce and passed on to the User. An overview of the current (transaction) fees charged by Coinmerce is visible on the Website and in the Application. 7.5 All (exchange) rates of the Cryptocurrencies to be used by Coinmerce in providing the Services are determined exclusively and unilaterally by Coinmerce, or a third party to be designated by Coinmerce. An overview of the current (exchange) rates used by Coinmerce is visible on the Website and in the Application. 8. Strike 8.1 Coinmerce offers the User the possibility, where appropriate, of making Cryptocurrencies held by the User on the Coinmerce platform available for "strike". For the use of this functionality, Coinmerce charges variable (transaction) fees to the User. 8.2 The User can sign up for strike by turning on the strike program in the Application or on the Website for the Cryptocurrency made available for it by means of an opt in/opt out functionality. 8.3 The User agrees that Cryptocurrencies to which the User activates the strike programme will be blocked for commercial transactions. 8.4 Coinmerce may at any time decide to add or remove variants of Cryptocurrencies from the list of Cryptocurrencies for which the strike programme is available. 8.5 The User receives a periodic fee for participating in the strike programme in the form of a strike percentage. The compensation obtained by the User for participating in the strike programme is usually the same Cryptocurrency as the Cryptocurrency which is struck by the User, however, this may vary per Cryptocurrency. The percentage is variable and is explicitly not guaranteed by Coinmerce. Both the strike percentage and the applicable payout time: i. are solely determined by Coinmerce; ii. may vary per Cryptocurrency; and iii. may be further explained in the User's account. 8.6 Coinmerce publishes an indication of the potential strike percentage on the Website and through the Application. The published strike percentage is an estimate and may change over time. No rights can be derived by the User from the published strike percentage. 8.6 8.7 The 'strike' functionality is offered by Coinmerce, but is performed by (a) third party (parties) to be designated by Coinmerce. For this reason, Coinmerce itself is not involved in or responsible for the activities carried out for the User by the third party/parties concerned through the 'strike' functionality, let alone for the consequences thereof. The User is aware of this and accepts these risks when using the 'strike' functionality. 9. Coinmerce Coins 9.1 The Coinmerce Coins, which are offered exclusively by Coinmerce, can only be used within the Coinmerce Platform for purposes to be determined by Coinmerce. 9.2 The Coinmerce Coins can be obtained by the User: i. through the sale of Cryptocurrencies; and ii. through purchase from Coinmerce. 9.3 The Coinmerce Coins provided to the User will be added to the Coinmerce Coins wallet associated with the User's account. 9.4 The Coinmerce Coins will be displayed as an account balance linked to the User's account. 9.5 The User is not entitled to any compensation for the stored Coinmerce Coins. 9.6 The User agrees that storing Coinmerce Coins in a Coinmerce Coins wallet involves risks and that any use of the Coinmerce Coins wallet is at the User's own risk. The User is aware of this and the associated risks and is solely responsible for the appropriate use of the Coinmerce Coins and associated wallet. Coinmerce cannot be held liable in any way for this by the User. 10. Consumer rights 10.1 Within the European Union, every consumer has a basic level of consumer rights. However, these do not apply in certain situations and with regard to specific goods or services. The Services offered by Coinmerce fall under one of these situations. 10.2 The Services include, inter alia, the buying and selling of digital goods for which the price depends on exchange rate and price fluctuations which are not (or cannot be) controlled by Coinmerce and which may occur within a certain waiting period. Thus, the right of withdrawal is excluded and does not apply to the Services. 11. Liability 11.1 In terms of liability, the trade in Cryptocurrencies and the underlying blockchain technology is a relatively new development. In the new crypto-ecosystem used for this purpose, an important shift is taking place in terms of allocation of responsibility. This is because the technology makes it possible for individuals to exercise absolute control over their Cryptocurrencies. For this reason, Coinmerce deems it necessary to limit its liability for (the performance of) the Services to a great extent. 11.2 Coinmerce is only liable for direct damage resulting from one or more imputable failure(s) in the performance of the Services by Coinmerce. Direct damage includes only: i. reasonable costs for determining the cause and extent of the damage suffered; and ii. reasonable costs to remedy any shortcomings so that the Services (again) comply with these Terms. 11.3 Coinmerce does not under any circumstances accept any liability, whether or not in relation to (the performance of) the Services, for: i. Differences in price as a result of delayed processing of purchase or sales orders; ii. the cancellation of orders due to manifestly incorrect price indications; iii. damage as a result of the User entering incorrect wallet data, payment details, addresses and/or other (payment) data, explicitly including the bank account number and the address of the User's wallet; iv. any damage caused to assets stored in the User's Wallet; v. any damage resulting from hacks, system failures and/or regulations; vi. any damage resulting from the loss of your account login details, (access to) your bank account and/or wallet; and vii. any indirect damage (including consequential damage, loss of revenue and profit, loss of data and intangible loss). 11.4 If and to the extent that Coinmerce is liable for damages, on any grounds whatsoever, Coinmerce's liability shall, to the extent permitted by law, be limited to a maximum of the amount paid by the User for the Services in the month preceding the moment when the cause of the damage occurred. 11.5 In case of force majeure, technical defects or malfunctions of the blockchains and/or networks used, a bank failure and/or other unusual/unforeseen circumstances, where the User's transaction could not be processed or not processed in time, Coinmerce has a decisive vote and can decide to cancel the order and refund the purchase price. 12. Fraud and abuse 12.1 Coinmerce is entitled to take all measures it deems necessary to prevent abuse and/or fraud. The User must at all times cooperate with the measures to be taken by Coinmerce. 12.2 Coinmerce is entitled to charge costs if the legitimacy of a transaction cannot be verified and fraud is detected. These administration costs are by default € 250,- per transaction. 12.3 Coinmerce is entitled at all times to suspend and/or cancel a transaction until the legitimacy of the transaction has been verified and established. Coinmerce shall then be entitled to set the price value again. 12.4 Coinmerce is also entitled to make enquiries or to request additional information from the User. 12.5 In the case of abuse, Coinmerce is entitled to claim frozen funds if they are not claimed by the rightful owner within 6 (six) months. 12.6 Coinmerce is authorised to delete an account if it has acted in breach of these General Terms and Conditions. 12.7 Access (or attempted access) to Coinmerce's resources - including the Application and the Website - by any means other than (through) the means offered by Coinmerce is strictly prohibited. The User expressly agrees that the User shall not attempt to access Coinmerce's resources through automated, unethical or unconventional means. 12.8 The User understands that it is strictly prohibited to participate in any activity that disrupts Coinmerce's resources, including the servers and networks where the resources are located or connected to. 13. Intellectual property rights 13.1 All current and future intellectual property rights vested in and arising from the Services provided by Coinmerce, the Application and/or the Website, including but not limited to trademark, trade name, copyright, design, domain name and database rights, are and will remain the property of Coinmerce or Coinmerce affiliates at all times. The User acknowledges the intellectual property rights as the sole property of Coinmerce. 13.2 If and to the extent that intellectual property rights arise from (the use of) the Services, the Website and/or the Application that belong (in part) to the User, the User shall immediately transfer such rights to Coinmerce, which hereby accepts such transfer. 14. Other provisions 14.1 Coinmerce processes the User's personal data in accordance with the privacy statement published on the Website. The User has taken note of the content of the privacy statement and agrees to its use. 14.2 The (legal) relationship between the User and Coinmerce, explicitly including (the facilitation of) the Services and corresponding transactions through the Application and/or the Website, and the corresponding agreement(s), is exclusively governed by Dutch law. The User is obliged to pay the costs of the Coinmerce transaction to Coinmerce. 14.3 Disputes arising from any (legal) relationship between the User and Coinmerce, expressly including (the facilitation of) the Services and related transactions via the Application and/or the Website and these General Terms and Conditions, shall be settled by the competent court of the District Court of Amsterdam. Contact: If you have any questions, complaints or comments after reading these Terms and Conditions, please contact Coinmerce by email or letter: Coinmerce B.V. Zwarteweg 121 1431VL Aalsmeer The Netherlands E-mail: [email protected] Date: 24 November 2021