Terms and conditions for granting access to the SmarterChains platform

1. ACCEPTANCE OF THE TERMS 2. REGISTRATION AND ACCESS ΤΟ THE PLATFORM 3. RESERVATION OF RIGHTS 4. USER DATA 5. LIABILITY AND OBLIGATIONS OF THE USERS 6. LIABILITY OF THE COMPANY 7. RESTRICTIONS ON YOUR USE OF SMARTERCHAINS PROPRIETARY INFORMATION 8. TERM AND TERMINATION OF THE AGREEMENT 9. CHARGES 10. DISCLAIMER BY THE COMPANY AND NO WARRANTIES 11. GOVERNING LAW AND JURISDICTION 12. MISCELLANEOUS TERMS

The company under the name "SmarterChains SA", Rue de Lausanne 36, 1201 Geneve, Switzerland, with tax registration number CHE-347.879.117, Tax Authority of Geneva, Switzerland, tel. no. +41 22 342 45 81, (hereinafter “the Company” or “We”) grants to you (hereinafter “the User” or “You”) the right of access to the SmarterChains Platform (hereinafter “the Platform”). The granting of access is governed by the terms and conditions mentioned here below which are deemed by both parties to be essential in their entirety.

1. ACCEPTANCE OF THE TERMS

1.1 Your access to the Platform is subject to your acceptance of the present terms and conditions and the platform’ s privacy policy (hereinafter altogether the “Terms”). By accessing the Platform, you acknowledge that you have read, understood, and agree to be bound by the Terms. You further acknowledge that the Terms constitute a contract between You and the Company, even though it is electronic and is not physically signed by You and the Company, and it governs your use of the Platform. If you are entering into this agreement on behalf of a company, business, or other legal entity (“Entity”), you represent that you have the authority to contractually bind such Entity to this agreement, in which case the terms “you” or “your” or “User” will refer to such Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH ENTITY TO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE THE PLATFORM.

1.2 In case the User is a legal entity, it is agreed that it shall act during the term of the present agreement through its legal representative (hereinafter referred to as ‘’the Representative’’), the details of which are provided upon registration through the sign-up form. The User expressly recognizes as absolutely valid, enforceable and binding all activities that shall be carried out by its Representative in its name and on its behalf and stead under the conditions and limits set forth by its competent administrative body.

1.3 The User understands and recognizes that the Platform is a constantly developing system, subject to alterations and supplements, without depending exclusively to any technology existing today and that, to that extent, the Company has the right to alter periodically the data and the parameters of the Platform’s system.

2. REGISTRATION AND ACCESS ΤΟ THE PLATFORM

2.1 In order to access the platform, you must complete the sign-up process. If you register as an individual, you should register with your personal email address. If the User is a legal entity, then you register as an Enterprise and a business email address should be filled in instead. It is noted that it is possible for the same person to own a personal account as an Individual and be a Representative of a User-Enterprise at the same time, by signing up with his/her personal email address as an Individual and by using his/her business email address when signing up on behalf of the Enterprise for which he/she acts as a Representative. In any case, You will be requested to validate your email address.

2.2 The User-Individual may invite others by using their personal email address to register to the Platform. Anyone registered as Individual creates his/her own personal account in the Platform. The User-Enterprise may invite other Enterprise employees by using their business email address to register to the Platform. It is clarified that it is only allowed to invite employees of the same Enterprise. The User-Enterprise defines the user access rights of the persons registered under its custom url on the Platform. The invited persons are hereinafter referred to as ‘’the Invitees’’ or “You”. The User, the Representative and their Invitees constitute altogether the “Platform’s Users”.

2.3 The Platform’s Users are under the obligation to keep their access password secret and confidential and do not disclose it to other co-employees or any third parties. The User-Enterprise bears the liability of ensuring that its Representative and Invitees-Users shall comply to the above obligation to observe the secrecy of the password (and any other identification data).

2.4 In case that the password is disclosed in any way, You must immediately notify the Company. In particular, you must notify the Company immediately if You become aware of or have reasonable suspicion that there is any breach of security, loss, theft or unauthorized use of your email address, password or answers to any security questions. The Company bears no responsibility for any acts taken place until such notice is provided.

2.5 The Company may, at its reasonable discretion, deny access to the Platform, cancel a registration, or cease the operation of the Platform at any time, notifying the User to that effect. In such a case, the present agreement is immediately terminated by the Company, without any obligation for reimbursement of any terminations’ costs or other expenses whatsoever, and subsequently (it shall result) to the termination of the User’s right to use the Platform.

2.6. The Company may access your Account in order to respond to your queries or requests for technical support or to verify compliance with your obligations to the Company, to comply with law, or to maintain and improve its own systems.

3. RESERVATION OF RIGHTS

3.1 The Company and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and trademarks/patent applications that are used or embodied in or otherwise related to the Platform. The Company grants no other rights or licenses (implied, or otherwise) whatsoever to You under this agreement.

4. USER DATA

4.1 The Company may obtain, receive, and/or collect data, including system-specific data and your assessment results reports or test results from your trainings (collectively, the “Data”) in connection with the services provided to you via the Platform. Platform Users grant Company (i) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to provide its services, (ii) a license to aggregate and use the Data in an anonymous manner in support of Company’s marketing and sales activities, as well as for the provision of its services, (iii) the right to copy and maintain the Data on Company’s servers (which are operated by a processor) as necessary to provide its services. Each User represents and warrants that it has obtained all rights, permissions, and consents necessary to use and transfer the Data within and outside of the country in which User is located.

5. LIABILITY AND OBLIGATIONS OF THE USERS

5.1 The User’s access to the Platform presupposes that the User possesses the appropriate technical equipment, for the appropriateness of which the Company is not responsible. The Platform’s Users confirm that they have perfect command of the use of appliances, means or programs necessary for achieving communication with the Platform, in order to carry out their activities and receive the services through the Platform.

5.2 The User’s ability to have access to the Platform neither creates nor proves any right of the Platform’s User over the software and on the intellectual or industrial property rights of the Company. It is expressly prohibited in the Platform for Users to copy, imitate or make any other unauthorized use of Company’s software, as well as to make use of the Platform for any illegitimate purpose. Each User is obliged to refrain from any interference or attempt to interfere through the Platform to any data belonging to the Company or to other Users or to third parties. You will not: (i) allow any competitor of the Company to use or access the Platform, (ii) use or access the Platform to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the Platform. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Platform. You agree not to access the Platform by any means other than through the interface that is provided by the Company to access the same, except that you may download, display, and print portions of the Platform Content other than any software, but only to the minimum extent necessary and consistent with the purpose of your access and use of the Platform under this agreement, and provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices. All rights, title and interest in and to the Platform will remain with and belong exclusively to the Company. You will not sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Platform available to any third party.

5.3 The Platform’s Users are obliged to exercise utmost due diligence, taking all necessary security measures in order to prevent unauthorized use of the Platform and their passwords and/or other identification data by third authorized or unauthorized parties.

5.4 Each User is liable towards the Company for any illegal use of the Platform or any non-contractual act or omission regarding the use of such system made by the same or its Representatives or their Invitees or other persons acting as a mandate. You will not (a) use the Platform in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Platform or its related components, or (b) modify, adapt or hack the Platform to, or try to, gain unauthorized access to the Platform or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Platform, or any other products or services of the Company that are not readily made available to the general public or to you using your own log in email address and password as instructed by the Company). Furthermore, the Platform’s Users shall refrain from conducting through the Platform any activity on behalf of third persons, for which it shall receive commission fees or any other compensation, as well as (shall refrain) from conducting any such activity professionally.

5.5. Each User- Enterprise declares expressly that: it has been incorporated and performs its operation legally, it possesses full power to conclude and execute this Agreement, it has obtained all necessary corporate approvals required for concluding the present Agreement and for undertaking the obligations mentioned herein and that any data furnished by the User to the Company or stated upon signing up to the Platform, accurately indicate the status of its corporate legalization and that until the date of execution of this Agreement there has been no changes or modifications affecting its legal status or the persons authorized to represent and bind the User. Furthermore, even in the abovementioned case where this Agreement is signed by a person or persons lacking in part or in total the authority to represent the User, any act of the User that constitutes co-operation in the execution or the functioning of the present Agreement shall be construed as a tacit declaration of the User’s approval of the representation powers of the persons who signed the Agreement on User’s behalf and of the persons that acted on its account for the realization of the relevant Activities on the Platform.

5.6. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store in connection with or relating to the Platform or the services.

5.7. You shall not introduce into the Platform any content, materials or code which contains any virus, Trojan horse, work, time bomb, cancelbot or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Personal Data. You undertake not to back into, disrupt, disable, burden or otherwise interfere with the accessibility or impair the proper function of the Platform or the services which we may provide to you pursuant to any agreement, which shall include, without limitation, spoof attacks, backing, sniffing, tampering, denial-of-service attacks, tampering, reverse engineering or reprogramming.

5.8. You are liable to the Company without restriction for direct and proven damage caused by illegal intent or gross negligence. You are obliged to reimburse the Company for any expenditure caused in connection with the unauthorised use or the misuse of the User's password and/or with the careless, unauthorised or abusive use of the Platform. You shall also indemnify, defend and hold harmless the Company and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses (including loss of profits or turnover), liabilities, costs (including legal costs) and expenses arising out of or in connection with any breach by You of any of the provisions or obligations of this agreement.

6. LIABILITY OF THE COMPANY

6.1 The Company has adopted all necessary measures in order to ensure the security of the supply of its services and the maintenance of the confidentiality of information pertaining to the User. However, the Company bears no responsibility if, despite the exercise of due diligence on its part, the confidentiality of information relating to the User is breached. Moreover, the Company shall not be liable for any damage sustained by the User, in case of interference or attempted interference to the Platform system or to the website of the Company or to the Internet network, as well as in the event where the Platform fails to function due to reasons not due to gross negligence or malice of the Company. The Company bears no responsibility for the accuracy of information provided through the Platform due to User’s failure to provide complete, accurate and true information to the Company.

6.2 You declare that you are aware of the fact that, in the present state of technological evolution, it is possible that the transmission of information through the Internet, private or public telecommunications networks or any other electronic means, may entail the risk of malicious interception or alteration of the credentials or mandates of the User by unauthorized third parties and that You entirely undertake such risks. You also assume the risk and the responsibility for errors due to the function of Internet network and the telecommunications networks which result to the destruction or alteration of the content of any information that You receive through the services of the Platform.

6.3 The Company is not liable towards the User, or any third party connected in any way with the User, for any damage or direct loss or consequential loss or delay or consequence, due (directly or indirectly) to a fact that constitutes force majeure and renders impossible or exceptionally onerous the total or partial performance of the contractual obligations of the Company. It is agreed that "force majeure" includes all facts or events being outside the sphere of control or influence of the parties which could not have been foreseen even with the exercise of exceptional diligence on their part, as well as all the facts or events for which neither party is responsible. The Company has the right to rely on explicit or implied statements of the User and bears no responsibility towards the User or any third party for data errors whatsoever. The Company bears no responsibility to conduct any relevant control thereto. Furthermore, the Company is not liable for parties’ lack of contracting power and for the case of User’s fraud by persons not mandated by the Company.

6.4 The Company is liable towards the Users only for malice or gross negligence, in case there is a legal cause of liability. However, the Company is not liable for any material or immaterial damage incurred to the Users in the event that their password has, for any reason, been disclosed or in the event that a third party illegally acquires, in any way, access to such password. The liability of the Company does not extend in any case to the reimbursement of lost gains. It is also expressly clarified that in the case of User-Enterprise, the present agreement does not create any contractual obligations of the Company towards the User ́s Representatives, directors, administrators or other mandates, since the contractual relation exists only between the User as a legal entity and the Company. Adversely, any obligation undertaken by the Representatives of the User towards the Company by signing the present agreement or/and any related supplementary act or addendum thereto, directly binds these Representatives towards the Company.

7. RESTRICTIONS ON YOUR USE OF SMARTERCHAINS PROPRIETARY INFORMATION

7.1. Confidentiality. All business, technical or financial information disclosed by the Company via the Platform, is the “Proprietary Information” of the Company. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than those permitted under this agreement. However, You will not be obligated under this Section 7.1 with respect to information that You can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that Company makes generally available to the public on the Website without requiring acceptance of this agreement or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give Company advance written notice. When You have completed your use of the Platform or received any services, you will destroy all items and copies containing or embodying Proprietary Information.

7.2. Non-Solicit. During all periods of your access to or use of the Platform and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services any Company employee or collaborator in general whom you become aware of in connection with your interaction with the Company. You also agree that you will not refer such employee directly to your partners or parent, sibling, or other affiliated companies.

8. TERM AND TERMINATION OF THE AGREEMENT

8.1. The term of the present agreement is indefinite. The agreement remains valid until its termination by any of the contracting parties hereon, following the observance of a ten (10)-day notice, after the lapse of which the agreement is automatically terminated. The observance of such ten (10)-day notice won’t be required in case of Company’s termination of the Agreement due to a serious reason, such as the breach by the User of any of its terms, as well as the existence of any fact that renders the continuation of the Agreement harmful or risky or justifiably intolerable to the Company.

8.2. The present Agreement shall be furthermore automatically terminated in case of termination for any reason whatsoever of Company’s Privacy Policy, as currently in force.

8.3. Sections 2,3,4,5,6,7, 9, 10, 11 and 12 of this agreement survive the termination of the agreement.

9. CHARGES

9.1. Access to the Platform is free of charge. However, the User shall have to pay the relevant fees and any lawful charges in order to receive any services offered through the Platform. The only service granted for free is the “Intro Course”, solely to Users-Individuals.

10. DISCLAIMER BY THE COMPANY AND NO WARRANTIES

THE PLATFORM, SERVICES, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SMARTERCHAINS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND COMPANY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. GOVERNING LAW AND JURISDICTION

11.1. This agreement is governed exclusively by Swiss law, and any legal action or proceeding arising out of or in connection with it that cannot be settled through consultation in good faith within thirty (30) days after notice from either party that a dispute exists, will be brought exclusively in the courts of Geneva, Switzerland, provided that SmarterChains will always be permitted to bring any action or proceedings against User in any other court of competent jurisdiction.

11.2. You agree that the Company is entitled to seek injunctive and other equitable relief to enforce your obligations, to avoid harm that cannot adequately be remedied by monetary damages.

12. MISCELLANEOUS TERMS

12.1. The User cannot be substituted in this agreement by any third party and cannot assign any right or obligation deriving from this agreement to another party without the prior written consent of the Company.

12.2. Company’s failure or delay to exercise its legal or contractual rights may never be interpreted as a waiver thereof.

12.3. It is expressly agreed that should any term of the Agreement be declared as null and void, any such nullification does not affect the validity of the remaining terms.

12.4. The present agreement prevails over any other related previous agreement with respect to the subject matter contained herein. In case any Master SaaS and Services Agreement or Partnership Agreement or Subcontractor Agreement or other Agreement between the parties exists, then this agreement is supplementary to them. In the event of any conflict or inconsistency between any provisions of the aforementioned agreements and this agreement, the terms of the latter shall prevail in respect of the matters contained therein to the extent of such conflict or inconsistency.

12.5. This agreement may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties.

12.6. The section and subsection headings used in this agreement are for convenience only and will not be used in interpreting this agreement.

12.7. Notices: The Company may deliver legal notices required or permitted under this agreement by sending written notice to You, either by physical mail to the mailing address associated with your Account, by electronic mail to the email address associated with your Account, or by other notification to You within the Platform. You may deliver legal notices to the Company at Rue de Lausanne 36, 1201 Geneve, Switzerland or at info@smarterchains.com

Last update: 21/09/2021

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