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TONUP TERMS OF SERVICE

This end user agreement (the "Agreement") should be read by you (the "User" or
"you") in its entirety prior to your use of TonUP's service or products. Be
aware that this Agreement constitutes a legally binding agreement between you
and TonUP (referred to herein as "TonUP", "us" or "we") which owns and operates
the website on the Internet and the Service at TonUP.io (the "Service"). You
consent to comply with all the terms set forth in this Agreement when/if you are
provided with an “I Agree” button and have clicked on the button.



1. Grant of License

 * 1.1. TonUP grants the User a non-exclusive, personal, non-transferable right
   to use the Service on your personal computer or other device that accesses
   the Internet in order to access and use the services available and described
   on the TonUP website (the website and all its functionality together being
   the "Service"), subject to the terms and conditions contained herein.
 * 1.2. The Service is not for use by (i) minors and individuals under the age
   of 18 years; (ii) individuals who can be considered minors or under the age
   of majority adulthood in their specific jurisdiction(s); or (iii) individuals
   accessing or using the Service from any jurisdiction in which it is illegal
   for them to do so. TonUP does not have the ability to verify the legality of
   the Service in every jurisdiction. Therefore, it is entirely up to the User
   to determine whether or not your use of the Service is lawful.
 * 1.3. TonUP and its licensors are the sole holders of all rights in and to the
   Service and code, technology, organization and structure, architecture,
   including copyright, trade secrets, intellectual property and other rights.
   You may not: (a) copy, create derivative works, distribute, publish, reverse
   engineer, decompile, disassemble, modify, or translate the TonUP website or
   the Service; or (b) use the Service that in any way is prohibited by
   applicable laws or regulations (each of the above herein defined as an
   "Unauthorized Use").
 * 1.4 TonUP reserves any and all rights implied or otherwise, which are not
   expressly granted to the User hereunder and retain all rights, title, and
   interest in and to the Service. You agree that you will be solely liable for
   any damage, costs, or expenses arising out of or in connection with the
   commission by you of any Unauthorized Use. You shall notify TonUP immediately
   upon becoming aware of the commission by any person of any Unauthorized Use
   and shall provide TonUP with reasonable assistance with any investigations it
   conducts in light of the information provided by you in this respect.
 * 1.5. The term "TonUP", its associated domain names and any other trade marks,
   or service marks used by TonUP as part of the Service (the "Trade Marks"),
   are solely owned by TonUP. In addition, all content on the website,
   including, but not limited to, the images, pictures, graphics, photographs,
   animations, videos, music, audio and text (the "Site Content") belongs to
   TonUP and is protected by copyright and/or other intellectual property or
   other rights. You hereby acknowledge that by using the Service, you obtain no
   rights in the Site Content and/or the Trade Marks, or any part thereof. Under
   no circumstances may you use the Site Content and/or the Trade Marks without
   TonUP's prior written consent. Additionally, you agree not to do anything
   that will harm or potentially harm the rights, including the intellectual
   property rights of TonUP.

2. No Warranties

 * 2.1. TonUP disclaims any and all warranties, expressed or implied, in
   connection with the service which is provided to you "as is" and we provide
   you with no warranty or representation whatsoever regarding its quality,
   fitness for purpose, completeness or accuracy.
 * 2.2. Regardless of TonUP's efforts, TonUP makes no warranty that the service
   will be uninterrupted, timely or error-free, or that defects will be
   corrected.

3. Authority/Terms of Service

 * You agree to the rules of the Service provided and described on the TonUP
   website. TonUP retains all authority over the issuing, maintenance, and
   closing of the Service. The decision of TonUP's management, concerning any
   use of the Service, or dispute resolution, is final and shall not be open to
   review or appeal.

4. Your Representations and Warranties

Before your use of the Service, and on an ongoing basis, you represent, warrant,
covenant and agree that:

 * CRYPTOCURRENCY VALUES CAN FLUCTUATE GREATLY IN VALUE DEPENDING ON MARKET
   CONDITIONS; THE USER IS AWARE OF THE VOLATILE NATURE OF CRYPTOCURRENCIES, AND
   HOLDS TONUP HARMLESS FOR ANY LOSS OR DAMAGES ARISING FROM SUCH VOLATILITY;
 * there is a risk of losing cryptocurrency and other funds of value when using
   the Service and TonUP has no responsibility to you for any such loss;
 * your use of the Service is at your sole option, discretion, and risk;
 * you are solely responsible for any applicable taxes which may be payable on
   cryptocurrency traded or transacted by you through your using the Service;
 * the telecommunication networks, blockchain networks, and Internet access
   services required for you to access and use the Service are entirely beyond
   the control of TonUP, and TonUP shall have no liability whatsoever for any
   outages, slowness, capacity constraints or other deficiencies affecting the
   same;
 * you are (i) aged 18 or over, (ii) you are of the age of majority in your
   jurisdiction, (iii) you are accessing the Service from a jurisdiction in
   which it is legal to do so, (iv) you are not a Politically Exposed Person
   (“PEP”) nor are you on any applicable sanctions lists or terrorism finance
   watchlists, including but not limited to those of the U.S. and the E.U., and
   (v) that you will inform TonUP immediately if you are placed onto one of
   these lists or change your residence to a prohibited jurisdiction;
 * you understand that TonUP is a decentralized platform for providing smart
   contract and other software tools;
 * in using the TonUP platform, you acknowledge that you are NOT dealing with,
   and that TonUP is NOT operating as and has NO legal duties related to, a
   crypto-asset service provider, virtual asset service provider, asset manager,
   brokerage, custodian, exchange, virtual asset trading platform, investment or
   financial advisor, loan or credit service provider, money or payment service
   operator, securities dealer or issuer, or equivalent under the applicable
   regulations (you should not use the TonUP platform as such, if you require
   such services or such a service provider);
 * should you discover a bug or error that may lead to an exploit of the Service
   or other loss of funds from TonUP, you have the responsibility to notify
   TonUP at contact@TonUP as soon as practicable; any attempt by you to use such
   a discovered exploit or bug for illicit financial gain is illegal and
   strictly prohibited under this Agreement; such exploits or bugs should be
   disclosed in a responsible manner and in strict confidence to contact@TonUP
   and no other entity.

TonUP reserves the right to prosecute to the fullest extent of the law anyone
who exploits or attempts to exploit the Service in an unlawful manner.

5. Prohibited Uses

 * 5.1. PERSONAL USE. The Service is intended solely for the User’s personal
   use. The User is only allowed to use the Service for personal use, and may
   not create multiple accounts, including for the purpose of collusion and/or
   abuse of service.
 * 5.2 EXPLOITS & BUGS. The Service is provided as is, and any exploitation of
   the Service or errors in program logic and/or code (i.e. bugs) constitutes a
   Prohibited Use and a material breach of this Agreement. Any funds the user
   may misappropriate in this manner pursuant to this clause shall be considered
   void and the immediate property of TonUP, without limit.
 * 5.3 JURISDICTIONS. Persons located in or residents of the United States,
   People’s Republic of China, North Korea, Iran, Venezuela or any other
   jurisdiction in which it is prohibited from using the Service (the
   ”Prohibited Jurisdictions”) are not permitted to make use of the Service. For
   the avoidance of doubt, the foregoing restrictions on Service from Prohibited
   Jurisdictions applies equally to residents and citizens of other nations
   while located in a Prohibited Jurisdiction. Any attempt to circumvent the
   restrictions on usage by any persons located in a Prohibited Jurisdiction or
   Restricted Jurisdiction, is a breach of this Agreement. An attempt at
   circumvention includes, but is not limited to, manipulating the information
   used by TonUP to identify your location and providing TonUP with false or
   misleading information regarding your location or place of residence. Any and
   all monies (including cryptocurrencies) of a person located in a Prohibited
   Jurisdiction on the Service can be confiscated or may be returned to the
   person at TonUP's sole discretion. Any and all transactions involving these
   monies (including cryptocurrencies) are VOID.

TonUP reserves the right to prosecute to the fullest extent of the law anyone
who exploits or attempts to exploit the Service in an unlawful manner.

6. Know your Customer (“KYC”) and Anti-Money Laundering (“AML”) Policy

 * TonUP is a permissionless and fully decentralized platform for the
   distribution, sales, and marketing of tokens and NFTs. As a software
   development organization, TonUP has no duty in enforcing KYC by default.
   However, TonUP provides smart contracts, KYC/AML and other tools that may be
   adopted completely at the discretion of fundraising and partnering entities
   using the software provided by TonUP.
 * TonUP makes no warranty as to the merit, legality, or juridical nature of any
   token (including whether or not it is considered a security or financial
   instrument under any applicable securities laws), token sale, or fundraising
   conducted using tools provided by TonUP. Nonetheless, TonUP understands the
   need of certain token projects to conduct KYC/AML on participants.
 * Therefore, and at the sole behest of fundraising and partnering entities
   and/or competent regulatory authorities: TonUP reserves the right, at any
   time, to ask for any KYC documentation it deems necessary to determine the
   identity and location of a User. TonUP reserves the right to restrict service
   and payment until identity is sufficiently determined; TonUP reserves the
   right to share submitted KYC information and documentation to third parties
   to verify the authenticity of submitted information, and the end user (you)
   agree to this by using the Service; TonUP reserves the right to confiscate
   any and all funds that are found to be in violation of relevant and
   applicable AML and counter-terrorist financing (“CFT”) laws and regulations,
   and to cooperate with the competent authorities when and if necessary.
 * AML & SANCTIONS COMPLIANCE. TonUP expressly prohibits and rejects any use of
   the Service for any form of illicit activity, including money laundering,
   terrorist financing or trade sanction violations, consistent with various
   jurisdictions’ laws, regulations, and norms. To that end, the Service is not
   offered to individuals or entities on any PEP lists, or subject to any
   applicable sanctions or watch lists, including but not limited to those of
   the U.S. and the E.U. By using the Service, end users represent and warrant
   that they are not on any such lists.

7. Breach

 * 7.1. Without prejudice to any other rights, if a User breaches in whole or in
   part any provision contained herein, TonUP reserves the right to take such
   action as it sees fit, including terminating this Agreement or any other
   agreement in place with the User and/or taking legal action against such
   User.
 * 7.2. You agree to fully indemnify, defend and hold harmless TonUP and its
   shareholders, directors, agents, and employees from and against all claims,
   demands, liabilities, damages, losses, costs and expenses, including legal
   fees and any other charges whatsoever, howsoever caused, that may arise as a
   result of: (i) your breach of this Agreement, in whole or in part; (ii)
   violation by you of any law or any third party rights; and (iii) use by you
   of the Service.

8. Limitations and Liability

 * 8.1. Under no circumstances, including negligence, shall TonUP be liable for
   any special, incidental, direct, indirect or consequential damages whatsoever
   (including, without limitation, damages for loss of business profits,
   business interruption, loss of business information, or any other pecuniary
   loss) arising out of the use (or misuse) of the Service, even if TonUP had
   prior knowledge of the possibility of such damages. 8.2. Nothing in this
   Agreement shall exclude or limit TonUP's liability for death or personal
   injury resulting from its negligence.

9. Disputes

 * If a User wishes to make a complaint in the first instance, please contact
   TonUP’s customer service team at contact@tonup.io.

10. Amendment

 * TonUP reserves the right to update or modify this Agreement or any part
   thereof at any time or otherwise change the Service without notice and you
   will be bound by such amended Agreement upon posting. Therefore, we encourage
   you to check the terms and conditions contained in the version of the
   Agreement in force at such time. Your continued use of the Service shall be
   deemed to attest to your agreement to any amendments to the Agreement.

11. Governing Law

 * The Agreement and any matters relating hereto shall be governed by, and
   construed in accordance with, the laws of the British Virgin Islands. You
   irrevocably agree that, subject as provided below, the courts of the British
   Virgin Islands shall have exclusive jurisdiction in relation to any claim,
   dispute or difference concerning the Agreement and any matter arising
   therefrom and irrevocably waive any right that it may have to object to an
   action being brought in those courts, or to claim that the action has been
   brought in an inconvenient forum, or that those courts do not have
   jurisdiction. Nothing in this clause shall limit the right of TonUP to take
   proceedings against you in any other court of competent jurisdiction, nor
   shall the taking of proceedings in any one or more jurisdictions preclude the
   taking of proceedings in any other jurisdictions, whether concurrently or
   not, to the extent permitted by the law of such other jurisdiction.

12. Severability

 * If a provision of this Agreement is or becomes illegal, invalid or
   unenforceable in any jurisdiction, that shall not affect the validity or
   enforceability in that jurisdiction of any other provision hereof or the
   validity or enforceability in other jurisdictions of that or any other
   provision hereof.

13. Assignment

 * TonUP reserves the right to assign this agreement, in whole or in part, at
   any time without notice. The User may not assign any of his/her rights or
   obligations under this Agreement.

14. Miscellaneous

 * 14.1. No waiver by TonUP of any breach of any provision of this Agreement
   (including the failure of TonUP to require strict and literal performance of
   or compliance with any provision of this Agreement) shall in any way be
   construed as a waiver of any subsequent breach of such provision or of any
   breach of any other provision of this Agreement.
 * 14.2. Nothing in this Agreement shall create or confer any rights or other
   benefits in favour of any third parties not party to this Agreement.
 * 14.3. Nothing in this Agreement shall create or be deemed to create a
   partnership, agency, trust arrangement, fiduciary relationship or joint
   venture between you and TonUP.
 * 14.4. TonUP may assign, transfer, charge, sub-license, or deal in any other
   manner with this Agreement, or subcontract any of its rights and obligations
   under this Agreement, to any other party.
 * 14.5. This Agreement constitutes the entire understanding and agreement
   between you and TonUP regarding the Service and supersedes any prior
   agreement, understanding, or arrangement between you and TonUP.
 * 14.6 This Agreement, and any schedules and other documents incorporated by
   reference, and the text on this website have been drafted first in English.
   The User agrees that any translations to any other language shall be only for
   the User’s convenience. The English version of this Agreement and this
   website shall prevail in all legal matters and matters related to this
   Agreement.

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