TERMS OF SERVICE

[updated: 01 October 2020]

These Terms of Service ("Agreement") is a binding contract between you, an individual user ("you"), and CLOUDCHAIN.AI ("CLOUDCHAIN," "we," "us," or "our"), and governs your use of our website, mobile aps and other products that link to these terms ("Site").

1. ACCESS

1.1 BY ACCESSING OR USING THIS WEBSITE SUCH AS BY SIGNING UP FOR AN ACCOUNT, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREEE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT USE THIS SITE.

1.2 If you are accesing this Site on behalf of a business or corporate enitity ("Organization"),then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will refer to the Organization

2. CLOUDCHAIN SERVICES

2.1 In General. CLOUDCHAIN offers collectively an ecosystem of blockchain products and services. CLOUDCHAIN is designed to offer a solution that will bridge the blockchain ecosystem and the traditional financial infrastructure. Among other objectives, CLOUDCHAIN seeks to advance emerging markets, promote universal transparency, enhance security, minimize costs of financial services, and accelerate global value transfers. CLOUDCHAIN introduces a proprietary full cycle blockchain technology that offers both centralized and decentralized solutions, and the exchange of digital and traditional assets within the same blockchain

2.1.2. CLOUDCHAIN creates a "one-stop shop" financial platform where various financial services can be delivered with minimal cost for the transactions. The key components of the CLOUDCHAIN ecosystem consists of a wallet, exchange platform and a blockchain-based banking-as-a-Service (BaaS) platform that could facilitate digital currency transactions. This enables users to enjoy autonomy and control over their money

2.2. Compliance. It is important for a User to comply with any laws or regulations relevant in their own country or jurisdiction of residence. The User is solely responsible to any tax, charges or fees that may be payable as a result of transactions facilitated by CLOUDCHAIN.

2.3. No Minors Allowed. User MUST be at least 18 years old or of legal age in their country of residence. If User does not qualify, PLEASE DO NOT USE CLOUDCHAIN's PLATFORM.

2.4. Force Majeure. In no event shall CLOUDCHAIN be responsible or liable for any failure or delay in the performance of its obligations in this Terms of Service arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, delays, losses, errors or omissions resulting from failure of any telecommunications or any other data transmission system, acts of government authority (including refusal or revocation of any license, certification, registration or consent); it being understood that CLOUDCHAIN shall use reasonable efforts which are consistent with accepted practices in the information technology industry to resume performance as soon as practicable under the circumstances.

2.5. Eligibility. To be eligible to use the CLOUDCHAIN Services, you must be at least 18 years old, meet our Know-Your-Client (KYC) and identity verification requirements, as well as additional conditions we may require in the future.

2.6. Jurisdictional Restrictions. In some instances, you may not be eligible to receive tokens minted through the CLOUDCHAIN platform in your particular jurisdiction. Please check the legal and regulatory status of cryptocurrencies and collateralized stablecoins in your jurisdiction.

3. REPRESENTATIONS AND WARRANTIES. By Using CLOUDCHAIN'S Services, you hereby represent and warrant that:

3.1 CLOUDCHAIN offers collectively an ecosystem of blockchain products and services. CLOUDCHAIN is designed to offer a solution that will bridge the blockchain ecosystem and the traditional financial infrastructure. Among other objectives, CLOUDCHAIN seeks to advance emerging markets, promote universal transparency, enhance security, minimize costs of financial services, and accelerate global value transfers. CLOUDCHAIN introduces a proprietary full cycle blockchain technology that offers both centralized and decentralized solutions, and the exchange of digital and traditional assets within the same blockchain

3.2. You have full capacity to enter into a legally binding agreement with CLOUDCHAIN and you are not restricted by any form of limited legal capacity;

3.3. You are solely responsible for reporting and accounting for any taxes applicable to you under relevant laws for any transactions facilitated through CLOUDCHAIN's platform;

3.4 You are permitted in the jurisdiction in which you are located to engage in cryptocurrency and blockchain transactions;

3.5. You will not use CLOUDCHAIN's Services while located in any jurisdiction that prohibits cryptocurrency and blockchain transactions;

3.6 In relation to deposits and withdrawals of funds into and from your account or CLOUDCHAIN wallet, you shall only use funds that are legitimate and lawfully belong to you;

3.7 The CLOUDCHAIN platform, computer software, computer graphics, websites, applications and user interface that we make available to you is owned by CLOUDCHAIN.AI or its associates and is protected by intellectual property laws. You may only use in accordance with the rules, terms and conditions we have established and in accordance with all applicable laws, rules and regulations;

4. SUSPENSION, TERMINATION,AND CANCELLATION OF ACCOUNT

4.1 We may: (a) refuse to complete or block, cancel or reverse a transaction you have authorized (b) suspend, restrict, or terminate your access to CLOUDCHAIN Services, and/or (c) deactivate or cancel your CLOUDCHAIN account with immediate effect for any reason, including but not limited to:

4.1.2. We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;

4.1.3. We reasonably suspect you of acting in breach of this Agreement;

4.1.4. We have concerns that a transaction is erroneous or about the security of your CLOUDCHAIN account or we suspect the CLOUDCHAIN Services are being used in a fraudulent or unauthorized manner;

4.1.5. We suspect money laundering, terrorist financing, fraud, or any other financial crime; and/or

4.1.6. Use of CLOUDCHAIN account or wallet is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity.

4.2 Notice. If we refuse to complete a transaction and / or suspend or close your CLOUDCHAIN account, or terminate your use of CLOUDCHAIN wallet in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your CLOUDCHAIN Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

We may suspend, restrict, or terminate your access to any or all of the CLOUDCHAIN wallet and/or deactivate or cancel your CLOUDCHAIN account. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your CLOUDCHAIN account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.

5. GENERAL RISK FACTORS

5.1 In General. You agree and understand that there are risks associated with utilizing services involving digital assets including, but not limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet, including, but not limited to your public and private keys. You agree and understand that CLOUDCHAIN will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.

5.2. No Control on Blockchain Network. You accept and acknowledge that there are risks associated with utilizing any blockchain network, including, but not limited to, the risk of unknown vulnerabilities in or unanticipated changes to network protocols.

5.3. Developing Regulations. . Digital assets, including stablecoins, are not legal tender and are not backed by any sovereign government. In addition, the legislative and regulatory landscape around digital assets is constantly changing and may affect your ability to use, transfer, or exchange stablecoins' minted through the CLOUDCHAIN's platform.

5.4. Unauthorized and Incorrect Transactions. Where a digital asset transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible and in any case no later than two (2) months after the relevant transaction occurred, either by email free of charge at support@cloudchain.ai. It is important that you regularly check your balance and your transaction history to ensure any unauthorized or incorrect transactions are identified and notified to us at the earliest possible opportunity. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this clause.

6. LIABILITY

6.1. Indemnification.You agree to indemnify us, our affiliates and service providers, and each of our or their respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

6.2. Limitations of Liability. We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section. For the avoidance of doubt, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.

6.3. Liability cap. Except as otherwise provided for in this Agreement, neither we, nor our affiliates or service providers, nor any of our or their respective officers, directors, agents, employees or representatives, will be liable for any amount greater than the combined value of the digital asset on your CLOUDCHAIN account or wallet at any given time. Where we are considering a specific claim relating to a specific transaction, this sum shall be further limited to the amount of the transaction in dispute.

6.4. Limitation of loss. In addition to the liability cap above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:

6.4.2. any loss of profits or loss of expected revenue or gains, even if we are advised of or knew or should have known of the possibility of the same;

6.4.3. any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;

6.4.4. any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital asset price data; any error or delay in the transmission of such data; and / or any interruption in any such data;

6.4.5 any loss or damage whatsoever which does not stem directly from our breach of this Agreement; and/or

6.4.6 any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not you are able to prove such loss or damage).

6.5. Fraud or Negligence. If you are fraudulent or you intentionally or negligently fail to carry out your obligations under this Terms of Service, you will be liable for all resultant losses incurred by you or us.

6.6. Applicable Law. The limitation of liability in this clause is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the CLOUDCHAIN Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractor's negligence.

6.7. No Warranties. The CLOUDCHAIN platform is provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

6.8. Safety and Security of Computer and Devices. CLOUDCHAIN is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer, smart phone, tablet or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. CLOUDCHAIN customer support will never ask to screen share or otherwise seek to access your computer or account.

6.9. No Liability for Breach. We are not liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.

7. FEEDBACK, QUERIES, AND DISPUTE RESOLUTION

7.1. Contact CLOUDCHAIN. If you have any feedback, questions, or complaints, contact us via our Customer Support email address at support@Cloudchain.ai.

When you contact us please provide us with your name, address, and any other information we may need to identify you, your CLOUDCHAIN account, and the transaction on which you have feedback, questions, or complaints.

7.2. Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our Customer Support webpage. A Customer Complaints officer ("Officer") will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by CLOUDCHAIN. Within 15 business days of our receipt of your complaint the Officer will address all the points raised in your complaint by sending you an email ("Resolution Notice") in which the Officer will: (i) offer to resolve your complaint; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In exceptional circumstances, if the Officer is unable to respond to your complaint within 15 business days for reasons beyond CLOUDCHAIN's control, the Officer will send you a holding reply indicating the reasons for the delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 30 business days from our receipt of your complaint.

7.3. Offers. Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any fault, mistake or negligence.

7.4. Arbitration. .Any dispute exceeding USD10,000 arising out of or in connection with this Agreement (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Philippine Dispute Resolution Center Inc. ("PDRCI"), which are deemed to be incorporated by reference into this clause. The tribunal shall consist of three arbitrators, unless the PDRCI determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of the arbitration shall be Metro Manila, Philippines. The language to be used in the arbitration proceedings will be English. Any award of the tribunal shall be binding from the day it is made, and the parties hereby waive any right to refer any question of law and any right of appeal on the law and/or merits to any court. Judgment on the award rendered by the tribunal may be entered in any court of competent jurisdiction.

The arbitration fees due to PDRCI for any Dispute will be shared between CLOUDCHAIN and the User. If you prevail on any claim for which you are legally entitled to legal fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, CLOUDCHAIN will seek to have you pay its legal fees if your claim was frivolous.

The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable. For purposes of this arbitration provision, references to the parties also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the CLOUDCHAIN Services. Nothing in this clause shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. If any provision of this clause is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

7.5. Claims. You agree to use the complaints procedure set out at Section 7.2 of this Agreement before contacting the PDRCI. You agree to refer a Dispute to the PDRCI in accordance with this Agreement respectively before filing any claim in a competent court. If you do not follow the procedures set out in this clause before filing a claim in a court, we shall have the right to ask the court to dismiss your filing unless and until you complete the steps outlined above.

8. ELECTRONIC DELIVERY OF COMMUNICATIONS

8.1. In General. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your CLOUDCHAIN account and your use of CLOUDCHAIN Services. These Communications include:

8.1.1. Terms of Service and policies you agree to, including updates to these agreements or policies;

8.1.2. Account details, history, transaction receipts, confirmations, and any other Account or transaction information;

8.1.3. 8.1.3. Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

8.1.4. Responses to claims or customer support inquiries filed in connection with your Account.

8.2. We will provide these Communications to you by posting them on the CLOUDCHAIN website, emailing them to you at the primary email address listed in your CLOUDCHAIN profile, communicating to you via instant chat, and/or through other electronic communication such as SMS or mobile push notification.

9. GENERAL TERMS AND CONDITIONS

9.1. Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the CLOUDCHAIN platform, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by us from time to time. Any other use of the platform or Content is expressly prohibited and all other right, title, and interest in the platform or Content is exclusively the property of CLOUDCHAIN and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "CLOUDCHAIN.AI", "CLOUDCHAIN", and all logos related to CLOUDCHAIN, CLOUDCHAIN Services or displayed on the CLOUDCHAIN platform are trademarks or registered marks of CLOUDCHAIN or its licensors. You may not copy, imitate or use them without our prior written consent.

9.2. Export Controls & Sanctions. Your use of the CLOUDCHAIN Services, account and wallet are subject to international export controls and economic sanctions requirements. By sending, receiving, or storing digital assets and stablecoins through the CLOUDCHAIN wallet or account, you agree that you will comply with those requirements. You are not permitted to acquire CLOUDCHAIN-minted stablecoin or use any of the CLOUDCHAIN Services if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, United Nations sanctions, Her Majesty’s Treasury's financial sanctions regime (a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the HM Treasury's financial sanctions regime (a "Sanctioned Person"); or (2) you intend to supply any acquired or stored digital asset or CLOUDCHAIN Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.

9.3. Relationship of the Parties. Nothing in this Terms of Service shall be deemed or is intended to be deemed, nor shall it cause, either you or CLOUDCHAIN to be treated as the agent of the other.

9.4. Security Breach. If you suspect that your CLOUDCHAIN wallet or account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or CLOUDCHAIN (together a "Security Breach"), you must notify CLOUDCHAIN Support as soon as possible by email free of charge at support@Cloudchain.ai and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

9.5. Taxes. It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the CLOUDCHAIN Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your CLOUDCHAIN account.

9.6. Unclaimed Property. If we hold stablecoins or other digital assets, and we are unable to contact you and have no record of your use of the CLOUDCHAIN Services for several years, applicable law may require us to report the digital assets as unclaimed property to the authorities in certain jurisdictions.

9.7. Entire Agreement. This Terms of Service (including the documents incorporated by reference herein) comprise the entire agreement between you and CLOUDCHAIN.

9.8. Interpretation. Headings in this Terms of Service are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

9.9. Transfer. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganization involving CLOUDCHAIN, provided that this transfer or assignment does not materially impact the quality of the CLOUDCHAIN Services you receive.

9.10. Invalidity. If any provision of this Terms of Service is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision of this Terms of Service.

9.11. Enforcement of Our Rights. We may not always strictly enforce our rights under this Terms of Service. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.

9.12. Language. This Terms of Service and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

9.13. Continued Use. Your continued use of CLOUDCHAIN platform after any such amendment to the Terms of Service will be deemed as your acceptance and agreement to be bound by such amendments, updates and/or modifications.

9.14. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the sections relating to suspension or termination, CLOUDCHAIN account cancellation, debts owed to CLOUDCHAIN, disputes with CLOUDCHAIN, and general provisions, will continue to be binding and operate after the termination or expiration of this Agreement.

9.15. Governing Law and Jurisdiction. This Agreement will be governed by English law.