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TAAS USER AGREEMENT

Please read carefully the TaaS User Agreement (hereinafter – the “Agreement”) before using the website “www.taas.fund” (hereinafter – the “Website”) with or without registration, and/or going through the procedure of Authorization and/or using TaaS Service and/or acquiring TAAS Tokens in any manner possible, holding or transferring TAAS Tokens, as they affect your obligations and legal rights, including, but not limited to waivers of rights and limitation of liability. MOREOVER, THIS AGREEMENT CONTAINS A Legally Binding Arbitration Clause and Class Action Waiver That Affects Your Rights Regarding Resolving Disputes.

This Agreement is between you and the token service provider TAAS Fund Pte. Ltd., a company, registered under the laws of Singapore (hereinafter “we”, “us”, “TaaS”). By using the Website with or without registration, and/or going through the procedure of Authorization and/or using TaaS Service and/or acquiring TAAS Tokens in any manner possible, holding or transferring TAAS Tokens you (hereinafter “User”) agree that you have read, understood and accepted all the terms and conditions contained in this Agreement, as well as our Anti-Money Laundering and Counter-Terrorism Financing Policy (hereinafter “Compliance Policy”), Privacy Policy, Cookies Policy and you acknowledge and agree that the following terms and the above policies that are integral parts of this Agreement, which will bind you.

If you do not agree with the terms of this Agreement, you shall not use the Website and no Service will be provided to you regardless of any TAAS Token holdings.

DEFINITIONS

Account – a User’s account on the Website, which is normally created in order to go through the Authorization procedure.

Authorization – the process described in Article 4 of this Agreement

Authorized User – the User that was Authorized according to Article 4 of this Agreement and can request to whitelist his personal Wallet to make it Eligible Wallet for the distribution performed by TaaS Ethereum Smart Contract.

Agreement – this Agreement and all other operating rules, policies, and procedures that may be issued by TaaS, published and amended from time to time on the Website (including the Privacy Policy, Cookies Policy, and Compliance Policy).

Ethereum Smart Contracts – account holding objects on the Ethereum Blockchain, which contain code functions and can interact with other contracts, make decisions, store data, and automatically transfer stored data objects on the blockchain.

Eligible Wallet – a compatible ERC-20 Wallet chosen by an Authorized User and approved by TaaS to interact with the TaaS Ethereum Smart Contract TaaS Ethereum Redemption Smart Contract.

TaaS Service - service provided by Token-as-a-Service, as described in Article 2 of this Agreement.

TaaS Ethereum Smart Contract – is an Ethereum Smart Contract governing TAAS Tokens, and accessible at the following address
0xe7775a6e9bcf904eb39da2b68c5efb4f9360e08c.

(It can be found via Etherscan (https://etherscan.io/address/0xe7775a6e9bcf904eb39da2b68c5efb4f9360e08c)).

While the term “Smart Contract” contains the word “contract,” TaaS Smart Ethereum Contract is a technological application and is not a contract in a legal sense.

TaaS Ethereum Redemption Smart Contract – is an Ethereum Smart Contract that will be used by TaaS for distributions in the case of the Winding-up Process and accessible at the following address
0xa6b5e8DF6553969dE6006EDB3A87Ff5226f4a115.
(please, double check:
)

(It can be found via Etherscan (https://etherscan.io/address/0xa6b5e8DF6553969dE6006EDB3A87Ff5226f4a115)).

TAAS Token Generation Event – a month-long event ending on April 27, 2017, during which eligible Users were able to get TAAS Tokens. No new TAAS Tokens have been issued since that time.

TAAS Tokens – cryptographic tokens, which are software product (digital resources), created by us to help TaaS Ethereum Smart Contract and TaaS Ethereum Redemption Smart Contract to find Eligible Wallets and determine the correct amount of digital data distributed to the Eligible Wallet (the amount is proportionate to the quantity of TAAS Tokens) according to the Article 3 of this Agreement. While some entities issue tokens that represent equity and shares of these entities, TAAS Tokens do not represent ownership and any other rights related to TAAS Fund Pte. Ltd. If you just hold TAAS Tokens, it does not grant you any rights under this Agreement unless you are an Authorized User.

Wallet – a wallet that is compatible with Ethereum tokens (ERC-20 standard), meaning that it allows storing ETH and Ethereum-based tokens.

1. ELIGIBILITY

1.1 You are allowed to use the Website and our Service only when:

a) you are 18 years old and have the legal competence to agree with and be bound by this Agreement under the law of the country you are in, or any other relevant jurisdiction and such contracts are prohibited by the jurisdiction concerned;

b) you are an Authorized User and during the Authorization, you provided all information correctly including any personal and financial information required for the provision of the Service;

c) you act on your own behalf and not on behalf of any third-party;

d) you are not a resident or a citizen of a country/territory listed in Article 1.3.

1.2 If at any time you do not meet these criteria, you must stop using the Website and Service. We can terminate this Agreement and stop providing you Services at any time without any prior notice if we have a reason to believe that you do not meet these criteria.

1.3 Citizens and residents of Afghanistan, Bangladesh, Bolivia, Bosnia and Herzegovina, Burundi, Cape Verde, Comoros, Chad, China, Côte d'Ivoire, Crimea and Sevastopol, Cuba, Democratic Republic of the Congo, Ecuador, Eritrea, Ethiopia, Guinea-Bissau, Gambia, Gaza Strip, Guyana, Guatemala, Guinea Bissau, Guinea, Ghana, Haiti, Hong Kong, Iran, Iraq, Kenya, Kyrgyzstan, Laos, Lebanon, Liberia, Libya, Malaysia,Myanmar, Nepal, Nigeria, North Korea, Pakistan, São Tomé and Príncipe, Papua New Guinea, Philippines, Serbia, Seychelles, Somalia, Solomon Islands, Singapore, South Sudan, Sri Lanka, Sudan, Syria, Tanzania, the USA and its territories, Trinidad & Tobago, Timor-Leste, Tunisia, Uganda, Vanuatu, Venezuela, Vietnam, Yemen, Zimbabwe are not eligible to use the Website and benefit from our Service. If you are from the aforementioned jurisdictions you shall not use the Service and the Website.

1.4 If you hold TAAS Tokens and do not plan to Authorize and/or are not Eligible to use our Website or our Service, you do not have the right to use the Service, and you are kindly advised to discontinue your possession of all TAAS Tokens you possess.

2. SERVICE

2.1 Users after the Authorization may use the Service and our Website. Authorized Users that hold TAAS Tokens in their Eligible Wallets are able to benefit from the operation of TaaS Ethereum Smart Contract that distributes 50% of quarterly results (if there are results to distribute, as can be decided and calculated by TaaS) of assets stored in hardware and software wallets, as well as on the relevant exchanges/platforms.

2.2 The relevant wallet addresses and balances are aggregated on the TaaS Website at https://taas.fund/audit/,for information purposes only. The information shall not be deemed as part of a financial advice or offering whatsoever. Provision of such information is not included in the TaaS Service.

2.3 TaaS Ethereum Smart Contract shall only interact with Eligible Wallets and the amount of allocable assets is based on the amount of TAAS Tokens stored in Eligible Wallets.

2.4 Authorized Users may whitelist one wallet as Eligible for TaaS Service. An Authorized User shall provide TaaS with the address of such Wallet. After evaluating the risks related to money laundering and terrorism-financing, TaaS may decide whether to whitelist the Wallet and make it an Eligible Wallet. If an Authorized User changes the amount of TaaS Token stored in the Eligible Wallet in a single or a series of transactions after the Authorization, TaaS may request the User to provide additional information regarding such transaction(-s) to mitigate ML/TF related risks.

3. OBLIGATIONS OF USERS AND USER’S WARRANTIES

3.1 By using this Website and/or our Service you covenant, represent, and warrant that

a) you are eligible according to Article 1 (Eligibility) of this Agreement;

b) you are aware of all the merits, risks and any restrictions associated with cryptographic tokens (their buying, storage and use), cryptocurrencies and Blockchain-based systems, as well as you know how to manage them while having a full understanding of their framework, and you are solely responsible for any evaluations based on such your knowledge;

c) you will comply with any applicable tax obligations in your jurisdiction arising from holding Taas Tokens or usage of our Service if applicable;

d) by using our Website and Service, you agree to accept full responsibility for all your activities and the results of such activities. You hereby expressly consent that you are solely responsible for the use of your login and password and for everything done using your registration details. You agree to keep your login information and password private and immediately notify TaaS at once of any unauthorized account activity you may be aware of and modify your login information. You are solely responsible for any loss or damage you or we may suffer as a result of your failure to do so. We do not accept any liability, either directly or indirectly resulted from a loss of password by a User. You also acknowledge and agree: to be fully responsible and liable any actions and inactions on the Website and all gains and losses sustained from your use of the Website and any of the Services including derived from holding of TAAS Tokens. Finally, you agree that TaaS does not accept any liability either directly or indirectly resulted from your failure to follow our instructions that include but not limited to instructions issued during the Winding-Up termination process;

e) you understand that any third party with which you may share your personal data, emails or other information, may access and affect your Authorized User status, by changing your Eligible Wallet or otherwise, which may cause material losses. You agree that TaaS shall not be liable for verification of any instruction received using your credentials, sent by you or appearing to be sent by you;

f) you acquired TAAS Tokens legally without violating any applicable law and will use the Service in accordance with any applicable law to you including the rules combating money laundering and terrorist financing.

4. AUTHORIZATION

4.1 Before Users can access our Service provided by us, they will need to:

1) Register;

2) Agree with the terms of this Agreement, Compliance Policy, Privacy Policy, Cookies Policy;

3) Submit an initial request for Authorization;

4) Pass the identification procedure that includes but not limited to

a) Document image check. Personal data used: Identity document and information describing the identity document, check status/outcome and related tracking information, biometric data.

b) Facial similarity check. Personal data used: photograph/video of the User’s face, identity document and information describing the identity document, check status/outcome and related tracking information, biometric data.

c) Watchlist report. Personal data used: full name, address, and postcode, date of birth, PEPs and sanctions related data, check status/outcome and related tracking information.

d) Residence location check. Personal data used: data related to the proof of address documents (name and address) (e.g. bank account statement, utility bill (water, electricity, gas, internet, phone), card statement, payroll statement of official salary document from employer, insurance statement, tax document, residence certificate, etc.).

4.2 By accepting the terms of this Agreement, you understand and agree to provide upon request from TaaS supplementary information about yourself, and you authorize us to conduct background inquiries whether directly or through third parties as may be required by applicable laws and regulations, and/or may be needed to protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. For the purposes of such inquiries, you acknowledge and agree that your personal information may be disclosed to third parties.

4.3 By accepting the terms of this Agreement, you understand and agree that to perform Authorization and other Services (including distributions of any kind) TaaS reserves the right a) to use third-party services, including but not limited to, the identification service provider, custodian/administator of assets; b) to grant Authorization on its sole discretion and it is not obliged to provide any explanation regarding its decision; c) to ask for re-Authorization in case of risks of fraud, money laundering and terrorism financing and violations of any relevant laws, regulation, and rules.

4.4 By accepting the terms of this Agreement or/and holding TAAS Tokens, you understand and agree that holding TAAS Tokens is not a prerequisite for TaaS Authorization.

5. TERMINATION AND SUSPENSION OF SERVICES AND THEIR EFFECTS

5.1 TaaS reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you if:

a) TaaS has reasons to believe that you breach, or intend to breach the terms of this Agreement;

b) TaaS has reasons to believe that continuing providing you services results in a high risk of facilitating money laundering and/or terrorism financing;

c) Such cessation or suspension of the Service to you is required from TaaS under any applicable laws, rules or regulations;

d) Continuing providing to provide the Service could create a substantial economic burden on TaaS determined on its sole discretion;

e) TaaS has reasons to believe that continuing to provide the Service creates a security risk or material technical burden on the Service.

5.2 TaaS reserves the right in its sole discretion to cease or suspend providing all or any part of the Service to all Users for any other reason after five days prior notice. This process is called TaaS Winding-up Process.

5.3 If the Service is terminated in accordance with Article 5.1 (a)-(c) of this Agreement, a User shall no longer be entitled to participate in the Winding-up Process and shall be required to dispose of the TAAS Tokens, if any.

5.4 If we decide to stop providing services to all Users, we will announce the details and the date of the Winding-up Process. There will be an announcement explaining that all Users holding TAAS Tokens on a Specific Date of the Winding-up Process may be eligible for the proceeds from the Winding-up Process proportionate to the amount of TAAS Tokens held if certain conditions are met:

1) Users have Authorized Status and have Eligible Wallets. Other Users holding TAAS Tokens will be able to go through Authorization and allocate an Eligible Wallet within the Authorization deadlines. Users are encouraged to follow the Authorization procedure at earliest convenience to avoid delays. ;

2) the Service for a User has not been terminated under Article 5.1 (a)-(c);

3) it is not contrary to TaaS obligations under any applicable laws, rules and regulations and/or TaaS Compliance Policy and this Agreement.

4) Users provided all documents required to ensure conformity with the Compliance Policy, and other applicable rules and regulations.

5.5 If a User fails to Authorize and/or provide any other documents requested by TaaS as required by any laws, regulations, rules and our Compliance Policy and/or fail to send TAAS Tokens to the relevant Smart Contract address within 8 months after the Winding-up Process Specific Date, a fee of 1/366 per day will be charged on the amount of undistributed assets allocable to such User, that are proportionate to the amount of TAAS Tokens such User holds, for each day of such failure or delay.

5.6 Until there are undistributed assets left from the Winding-up Process allocable to Authorized Users, the terms of this Agreement shall apply unless a separate agreement will bind the parties.

5.7 The final amount of distribution will depend on the liquidity of assets and their value.

5.8 If it is not reasonably possible to sell or otherwise dispose of certain assets within one year from the announcement of the Winding-up process, such assets and all TaaS rights and obligations related to such assets can be transferred to the custodian/administrator chosen by TaaS. The custodian/administrator will have a duty to sell or otherwise dispose of the assets for the next biennium since such decision was made. If after the next two years it will be impossible to make a distribution, the custodian will value these assets at nil.

5.9 While there is no legal relationship between a User and TaaS after a User receives assets from the Winding-up Process, TaaS will store the relevant information about the User for the next 5 years or for a time required by any applicable laws, rules and regulations.

6. TERMINATION OF SERVICE BY USERS

6.1 You may request Deauthorization and delete your Account, at any time and for any reason, by sending an email request to . Afterwards, you will lose your Authorized Status and your Wallet will no longer be an Eligible Wallet.

6.2 If you want to stop using our TaaS Ethereum Smart Contract Service but remain an Authorized User, you shall move all TAAS Tokens from your Eligible Wallet.

6.3 We will delete all your personal information that we have, except for the information provided by you during the Authorization or requested during the AML/CTF checks that we will store for at least 5 years or for the time required by applicable laws, rules or regulations.

6.4 If you stopped using our TaaS Ethereum Smart Contract Service and moved all TAAS Tokens from your Eligible Wallet, we will store the relevant data for at least 5 years or for the time required by applicable laws, rules or regulations.

7. THIRD-PARTY WEBSITES AND SERVICES

7.1 The pages of the Website may contain links to third-party websites and services. Such links are provided for your convenience, but their presence does not mean that they are recommended by TaaS. In addition, TaaS does not guarantee their safety and conformity with any User expectations. Furthermore, we are not responsible for maintaining any materials referenced from another site and make no warranties for such resources or services in such a context.

7.2 TaaS assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources.

8. INDEMNIFICATION

8.1 To the extent allowable pursuant to applicable law, the User shall indemnify, defend, and hold TaaS and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against TaaS arising out of a breach of any warranty, representation, or obligation hereunder. The same shall also apply to your violation of any applicable law, regulation, or rights of any third party during your use of the TaaS Service.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND DAMAGES

9.1 This Website and TaaS Service are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. You assume all responsibility and risk with respect to your use of the Website and TaaS Service, and buying or holding of any amount of the TAAS Tokens and their use.

9.2 You hereby expressly agree that, to the maximum extent permitted by the applicable law, TaaS does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), resulting from any use of, or inability to use, this website or the material, information, software, facilities, services or content on this website, from buying of the TAAS Tokens or their use by the User, regardless of the basis, upon which the liability is claimed and even if TaaS has been advised of the possibility of such loss or damage.

9.3 You understand and agree that TaaS shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for, any change of the value of the TAAS Tokens or any TaaS Assets.

9.4 At any case, the total amount of our aggregate liability hereunder may not exceed USD 500 (five hundred). If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law. You understand and agree that it is your obligation to ensure compliance with any legislation relevant to your country of domicile concerning use of TaaS Service and use and buying of the TAAS Tokens, and that the TaaS should not accept any liability for any illegal or unauthorized use of this website and use and buying of the TAAS Tokens. You agree to be solely responsible for any applicable taxes imposed on tokens purchased hereunder.

9.5 TaaS does not warrant or represent that any information on the Website is accurate or reliable or that the Website will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes it available is free of viruses or other harmful components. TaaS shall not be liable for uninterpreted availability of the Website at all times, in all countries and/or all geographic locations, or at any given time.

9.6 In no event will TaaS, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Website, the Services, the TaaS materials including any errors or mistakes in the balances, or links or other information regarding the TaaS Assets, caused by failures of the blockchains, explorers, relevant API keys or other third-party service misconduct or breakdowns, any performance or non-performance of the Service, or any other, Service provided by or on behalf of TaaS, whether under contract, statute, strict liability or other theory (including, for avoidance of doubt, any negligence of TaaS), even if TaaS has been advised of the possibility of such damages.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 TaaS has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology, and other intellectual property necessary to the providing of the Service.

10.2 In no way shall the terms of this Agreement entitle the User for any intellectual property of the TaaS, including the intellectual property rights for the Website and all text, graphics, User interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Website. The arrangement of such content is owned by TaaS and is protected by Intellectual Property Rights and fair competition laws.

10.3 There are no implied licenses under the Agreement, and any rights not expressly granted to the User hereunder are reserved by TaaS.

11. FORCE MAJEURE

11.1 In addition to applicable disclaimers stated above, TaaS performance under this Agreement shall be excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including but not limited to acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third-party information provider(s), third-party software, or communication method interruptions.

12. GOVERNING LAW, DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

12.1 READ THESE CLAUSE CAREFULLY AS YOU AND TAAS ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ANY DISPUTES IN COURT BEFORE A JUDGE OR JURY. YOU AND TAAS AGREE TO NOTIFY EACH OTHER IN WRITING OF ANY DISPUTE WITHIN 15 DAYS FROM THE DATE THE REASON FOR THE DISPUTE ARE KNOWN. YOUR NOTICE SHALL BE SENT TO [email protected].

12.2 All disputes, controversies or claims arising out of or relating to this Agreement or the Service, including any questions regarding the existence of this Agreement apart from this clause; the interpretation and effect of this agreement; the respective rights and obligations of the parties under this agreement; the rectification of this agreement; the breach, termination or cancellation of this agreement or any matter arising out of the breach, termination or cancellation; damages in delict, compensation for unjust enrichment or any other claim, whether or not the rest of the agreement apart from this clause is valid and enforceable will be resolved through confidential binding arbitration by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. You acknowledge and agree that you have read and understand the rules of SIAC or waived your opportunity to read the rules of SIAC and any claim that the rules of SIAC are unfair or should not apply for any reason. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 arbitrators. The language of the arbitration shall be English. This contract is governed by the laws of Singapore.

12.3 You agree that by using the Service you are engaging in sophisticated transactions. You further agree that

a) you have the necessary knowledge and experience as to be capable of evaluating the merits, risks and suitability of your use of the Services;

b) you are able to bear the risk of your use of the Services;

c) you have a full understanding of all of the terms of this Agreement, conditions and risks of your use of the Services and you are willingly assuming those terms;

d) conditions and risks. You further agree that using the TaaS Services is not an ordinary or essential consumer transaction or service;

e) you specifically waive any right to arbitrate in any other location, including your hometown.

12.4 You agree that any dispute arising out of or related to this Agreement or the Services is personal to you and TaaS and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You cannot consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You agree that for any arbitration, the party filing the claim will pay the filing fee and judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction.

12.5 This clause is a separate, divisible agreement from the rest of this agreement and shall not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of the agreement and not to this clause and shall remain in effect even if this agreement is cancelled or terminated.

13. AMENDMENTS

13.1 TaaS reserves the right to change this Agreement and Privacy Policy, Cookies Policy, Compliance Policy that are integral parts of the Agreement at any time, in its sole discretion.

13.2 We provide you with the notification by any relevant means of communication with an explanation of the amendments.

13.3 The amended Agreement will become immediately effective for new Users of the Website or TaaS Service. For all other Users, the amended Agreements will become effective in 15 days after the notification of such amendments was sent.

13.4 The amendments bind the User if the User accepts the amendments or continue to use our Website or the Service or go through the Authorization Procedure.

13.5 If you do not agree with the amendments to the Agreement, you must discontinue using TaaS Service and Website, terminate the Agreement with TaaS, and discontinue ownership of TAAS Tokens, if any.

14. MISCELLANEOUS

14.1 Entire Agreement. This Agreement including TaaS Compliance Policy, Privacy Policy, Cookies Policy is intended to fully reflect the terms of the original agreement between TaaS and the User. No provision of this Agreement shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in this Agreement, however, will be deemed a waiver of any subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or failure to enforce any term or condition of this Agreement will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof. Neither of the Parties shall be bound by any undertakings, representations or warranties not recorded in this Agreement.

14.2 Assignment. TaaS may, at its sole discretion, assign its rights and/or delegate its duties under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, except that you may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of TaaS, which TaaS may withhold at its sole discretion. You cannot assign rights and/or delegate duties under this Agreement, including but not limited to, by transferring TAAS Tokens to these persons.

14.3 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

14.4 The User may send any questions regarding the use of the Website or the TAAS Tokens or regarding this Agreement via email at [email protected].

ACCEPT

TAAS REDEMPTION AGREEMENT

This Redemption Agreement (Agreement) is made and entered into on March 21, 2023 by and between TAASFund Pte. LTD, a company registered at 8 Burn Road #15-13, Trivex, Singapore 369977, 201705584H (TaaS) and between You (the Tokenholder).

Parties to this Agreement warrant that the terms of this Agreement are fully understood by both Parties; that the Redemption Process and TaaS Assets Liquidation Event are accepted voluntarily for the purpose of making a full and final compromise, adjustment and settlement of all claims related to TAAS Tokens and TaaS Service.

BOTH PARTIES ARE IN AGREEMENT WITH THE FOLLOWING TERMS:

I. GENERAL

1) The Tokenholder is the rightful owner of an ERC-20 compatible wallet used for storage of TAAS Tokens.

2) The Tokenholder and TaaS mutually desire that TaaS redeem these Tokens in accordance with the terms of this Agreement.

3) The Redemption Process of TAAS Tokens starts at 11:00 AM UTC on May 1, 2019.

4) TaaS may enter into one or more agreements with third parties pursuant to which agreements such third parties will hold custody/administer to any or all TaaS Assets. TaaS shall not be liable in the event of any damage, loss resulted from the actions of such Custodian/Administrator.

II. REDEMPTION PROCESS

1) Redemption Process is the process of TaaS Assets liquidation and distribution of proceeds derived from such liquidation. The distribution shall be executed by the TaaS Redemption Smart Contract.

2) Redemption shall be made available after the Tokenholder has been duly Authorized, and having an Eligible Wallet. This process is governed by TaaS Compliance Policy and TaaS User Agreement.

3) Redemption Proceeds comprises of Proceeds derived from TaaS Assets Liquidation Event (see Article IV and Article VI) and Proceeds derived from the Liquidation of TaaS Assets by a Custodian/Administrator (if any) (see Article V and Article VII). TaaS Redemption Smart Contract address is 0xa6b5e8DF6553969dE6006EDB3A87Ff5226f4a115
(please, double check:
).

4) In order to claim Redemption Proceeds, the Tokenholder shall

a) be Authorized according to the procedure specified in the TaaS Compliance Policy and TaaS User Agreement; and

b) send a specific amount of his/her TAAS Tokens to the TaaS Redemption Smart Contract address, OR

c) Use the “safety feature” of the smart contract and send zero (0) amount of TAAS Tokens to any ETH address, thus transferring the full balance of TAAS Tokens to the TaaS Redemption Smart Contract.

5) TaaS Redemption Smart Contract accepts TAAS Tokens only before the TaaS Assets Liquidation Event Closure Date that is described in Article IV(3).

6) After the Authorized Tokenholder claims the Redemption Proceeds TAAS Tokens to the TaaS Redemption Smart Contract address, the Tokenholder will be entitled to the Distribution Redemption Proceeds according to Articles IV-VIII. The Redemption Proceeds will be converted into ETH, unless such proceeds cannot be converted due to low liquidity or other impeding market conditions as described in Article III (1)(b)-(c), Article VI (8), Article VII (4).

7) The Redemption Proceeds will be sent by the TaaS Redemption Smart Contract to the Eligible Wallet address which was provided by the Tokenholder to TaaS during the Authorization Procedure and used by the Tokenholder for submitting TAAS Tokens to claim the Redemption proceeds.

8) The Tokenholder may be requested to provide additional information or documents to support the claim for Redemption Proceeds in cases when the amount of TAAS Tokens submitted from a single wallet exceeds the 100,000 TAAS Tokens threshold, or transactions involving such wallet trigger other provisions of TaaS Compliance Policy.

III. TAAS ASSETS

1) Assets of the following types shall be allocable for redemption:

a) Category A Assets (liquid, movable, tradable). This group of assets shall be converted into ETH for further distributions pro rata to the TAAS Tokens submitted to claim the Redemption with the exception of the case specified in Article VI (4)-(5).

b) Category B Assets (movable, low liquidity). In case of unfavourable market conditions (e.g. lack of or low liquidity, lockdown of exchange storages used for certain assets etc.), instead of converting such assets into ETH, such Category B Assets (only applicable for ERC-20 tokens) may be distributed to the Tokenholder in specie, pro rata to the TAAS Tokens submitted to claim the Redemption with the exception of the case specified in Article VI (4)-(5).

c) Category C Assets (immovable/locked/not yet received, in transit, non-liquid). Category C Assets may not be available for conversion/distribution for an indefinite period of time. All TaaS Assets that cannot be converted to ETH or distributed in specie before January 1, 2021, are considered Category C Assets. Treatment of such assets is detailed in Article V, and Article VII.

2) TaaS Assets allocable for redemption shall comprise the proceeds from TaaS Assets Liquidation Event less a fee of two percent (2%), covering the related costs of termination of Service.

IV. TAAS ASSETS LIQUIDATION EVENT

1) TaaS Assets Liquidation Event means that TaaS will sell or otherwise dispose of TaaS Assets except for ETH, and a limited number of ERC-20 tokens, as the case may be, either in a single transaction or a series of transactions, at fair value and as promptly as is consistent with obtaining the fair value, and in the best interest of the Parties.

2) TaaS Assets Liquidation Event shall start promptly after the TaaS Redemption Smart Contract is activated on May 1, 2019, and end at the Closure Date.

3) TaaS Assets Liquidation Event Closure Date is 23:59 UTC December 31, 2020.

V. LIQUIDATION OF TAAS ASSETS BY A CUSTODIAN/ADMINISTRATOR

1) If it is not reasonably possible to sell or otherwise dispose of Category C Assets during the TaaS Assets Liquidation Event, the Category C Assets and all TaaS rights related and obligations related to such assets will be transferred to the Custodian/Administrator chosen by TaaS. The Custodian/Administrator will have a duty to sell or otherwise dispose of the Category C Assets on behalf of the Tokenholder for two years from the date of TaaS Assets Liquidation Event Closure Date.

2) The Custodian/Administrator will be obliged to send the Proceeds from the Category C assets (if any) to the TaaS Redemption Smart Contract that will automatically distribute the proceeds to the Tokenholder pro rata to the amount of TAAS Tokens submitted for Redemption. The Custodian/Administrator will be able to decide on a case-by-case basis, in the best interest of the Tokenholder, to either hold a Category C asset with nil value, dispose of it at market value, redeem it via redemptions in specie, etc.

3) If any Category C asset will not become movable, or unlocked, or liquid and/or received by the Custodian/Administrator within two years after the TaaS Assets Liquidation Event Closure Date, the Custodian/Administrator may value these assets at nil.

4) The Custodian/Administrator’s fee shall constitute a cumulative 2% fee, based on the liquidation value of such Category C asset (or the actual amounts of such assets for redemption in specie).

VI. PROCEEDS FROM THE TAAS ASSETS LIQUIDATION EVENT

1) The Proceeds from the TaaS Assets Liquidation Event are converted into ETH for further redemption to the Tokenholder, unless such proceeds cannot be converted due to low liquidity or other negative market conditions (see Article V. Liquidation of TaaS Assets by a Custodian/Administrator).

2) TaaS shall carry out a conversion of Assets into ETH in a reasonable manner, and to the best interests of the Parties.

3) The final amount of the Proceeds from the TaaS Assets Liquidation Event redeemable to the Tokenholders is derived from the TaaS Assets Liquidation Event minus two (2) percent fee to cover the related costs of termination of Service.

4) If the Tokenholder fails to authorize and/or submit TAAS Tokens to the TaaS Redemption Smart Contract before 00:00 UTC on January 1, 2020, a fee of 1/366 per day will be deducted from the Category A and B Assets allocable for distributions to such portion of TAAS Tokens, for each day of such failure/delay to claim Redemption proceeds.

5) The amount of proceeds allocable for the distribution from the liquidation of Category A and B Assets is determined below:

a) For TAAS Tokens submitted before January 1, 2020: pro rata to the TAAS Token deposits of Authorized Users from the Eligible Wallets.

b) For TAAS Tokens submitted after January 1, 2020:

Where

- Distribution is the amount of TAAS Assets allocable for the distribution to the Tokenholder,

- Proceeds are the total proceeds of TaaS Assets Liquidation Event,

- Deposit is the amount of TAAS Tokens submitted by the Tokenholder to the TaaS Smart Contract,

- Emission is the total circulating supply of TAAS Tokens, equal to 8,146,000.779398 TAAS Tokens,

- Deposit Day is the numeric count of days elapsed in the year 2020 before the TAAS Tokens submission by the Tokenholder, ranging from 1 to 366 (e.g. for January 1, 2020, Deposit Day equals “1”, for February 1, 2020, Deposit Day equals “32” etc.).

c) All the assets (i) deposited to the TAAS Smart Contract during 2020, and (ii) remaining fully or partially undistributed at 23:59 UTC December 31, 2020, as the case may be, shall be distributed after the Closure Date, and pro rata to the TAAS Token deposits of Authorized Users from the Eligible Wallets.

6) TaaS shall not be held responsible for the ETH price after the conversion of Assets into ETH.

7) TaaS may, at its sole discretion, based on the market conditions, distribute the Category B assets, without converting such assets into ETH (distribution in specie).

VII. PROCEEDS FROM LIQUIDATION OF TAAS ASSETS BY A CUSTODIAN/ADMINISTRATOR

1) The final amount of the Proceeds (if any) derived from the Liquidation of TaaS Assets by a Custodian/Administrator (if one is engaged) redeemable to the Tokenholder is derived from the TaaS Assets Liquidation by a Custodian/Administrator minus two (2) percent fee to cover the liquidation costs.

2) The amount of proceeds distributed from the liquidation of Category C Assets by a custodian/Administrator shall be distributed pro rata to the TAAS Token deposits of Authorized Users to the relevant Eligible Wallets.

3) The Custodian/Administrator shall not be held responsible for the ETH price after the conversion of Assets into ETH.

4) The Custodian/Administrator, at its sole discretion, based on the market conditions, may distribute the Category C assets, without converting such assets into ETH (distribution in specie, only applicable for ERC-20 tokens).

VIII. DISTRIBUTION

1) Proceeds from the TaaS Assets Liquidation Event will be distributed to the Tokenholder Eligible Wallet in a single or series of transactions upon a relevant submission of TAAS Tokens to the TaaS Redemption Smart Contract, and before the TaaS Assets Liquidation Event Closure Date.

2) Proceeds (if any) derived from the Liquidation of TaaS Assets by a Custodian/Administrator will be distributed to the Eligible Wallet of the Tokenholder in a single or series of transactions if the Tokenholder submits TAAS Tokens to the TaaS Redemption Smart Contract prior to the TaaS Assets Liquidation Event Closure Date.

IX. TOKENHOLDER WARRANTIES AND REPRESENTATIONS

The Tokenholder warrants and represents that she/he is the sole owner of the TAAS Tokens and that there are no agreements in place with third parties for transfer of said TAAS Tokens ownership which could conflict with this Agreement.

The Tokenholder warrants and represents that the TAAS Tokens are NOT being applied for or acquired directly or indirectly by or on behalf of a resident or citizen of the U.S. or Singapore or by or on behalf of any person in any other jurisdiction that would be restricted or prohibited from applying for or acquiring TAAS Tokens and that the Tokenholder will not sell, transfer or otherwise dispose of the Redemption Proceeds directly or indirectly to or for the account of any resident or citizen of the U.S. or Singapore or to or for the account of any person in such other jurisdiction that would be restricted or prohibited from applying for or acquiring TAAS Tokens and he/she will indemnify TaaS accordingly.

The Tokenholder warrants and represents that she/he is aware of all the merits, risks and any restrictions associated with cryptographic tokens (their buying and use), cryptocurrencies and Blockchain-based systems, as well as she/he knows how to manage them while having a full understanding of their framework, and she/he is solely responsible for any evaluations based on such her/his knowledge.

X. INDEMNIFICATION

To the extent allowable pursuant to applicable law, the Tokenholder shall indemnify, defend, and hold TaaS and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against TaaS arising out of a breach of any warranty, representation, or obligation hereunder. The same applies to a violation of any applicable law, regulation, this Agreement by the Tokenholder.

XI. GOVERNING LAW, DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

1) The Tokenholder and TaaS agree to notify each other in writing of any dispute within 15 days from the date the reason for the dispute are known.

2) All disputes, controversies or claims arising out of or relating to this Agreement or the Service, including any questions regarding the existence of this Agreement apart from this clause; the interpretation and effect of this Agreement; the respective rights and obligations of the Parties under this Agreement; the rectification of this Agreement; the breach, termination or cancellation of this Agreement or any matter arising out of such breach, termination or cancellation; damages in delict, compensation for unjust enrichment or any other claim, whether or not the rest of this Agreement apart from this clause is valid and enforceable, will be resolved through confidential binding arbitration by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. Both Parties acknowledge and agree that they have read and understood the rules of SIAC or waived their opportunity to read the rules of SIAC. Both parties waive the rights to claim that the rules of SIAC are unfair or should not apply for any reason. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 arbitrators. The language of the arbitration shall be English.

3) This contract is governed by the laws of Singapore.

4) Any dispute arising out of or related to this Agreement, TaaS Service or TAAS Tokens will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

5) For any arbitration, the party filing the claim will pay the filing fee and judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction.

6) This clause is a separate, divisible agreement from the rest of this Agreement and shall not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of this Agreement and not to this clause, and shall remain in effect even if this Agreement is cancelled or terminated.

XII. SALES, TRANSFER AND DOCUMENTARY TAXES

Neither TaaS nor the Tokenholder shall be responsible for the other’s sales, transfer or documentary taxes, if any, due as a result of the transfer of the Redemption Proceeds f to the Tokenholder, or all other fees directly or indirectly relating to the transfer of the Redemption Proceeds.

XIII. TAX CONSEQUENCES

No Party to this Agreement, nor any of their officers, employees or agents has made any representation or agreement, express or implied, as to the tax consequences of the transactions contemplated by this Agreement or the tax consequences of any action pursuant to or arising out of this Agreement.

XIV. SEVERABILITY

Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

XV. CONTENTS OF AGREEMENT

This Agreement sets forth the entire understanding of the Parties with respect to the transactions contemplated hereby. It shall not be amended or modified except by written instrument duly executed by each of the Parties hereto. Any and all previous agreements and understanding between or among the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

XVI. ASSIGNMENT AND BINDING EFFECT

The Tokenholder shall not assign this Agreement nor any part of it, nor delegate any obligation imposed by this Agreement without the prior written consent of TaaS. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assignees of TaaS.

XVII. PUBLICITY

Except as required by law, the Parties agree that neither the Parties nor their agents or representatives shall issue any press release or make any other public disclosure concerning the transactions contemplated hereunder without the prior written approval of the other Party hereto.