CONTRACT FOR PARTICIPATION IN TOKENS TRADING

The text as of 19.12.2018

1. Terms and definitions

Along with the terms used in the Terms and Conditions, the Decree of the President of the Republic of Belarus of December 21, 2017 No. 8 “On the development of the digital economy” and other legal acts of the Republic of Belarus, as well as acts of the Supervisory Board of the High Technology Park, the following key terms and definitions are used in the Contract for participation in tokens trading

Client, tokens trading participantYou (a natural person or a legal entity, admitted to the Trading in tokens and who is a participant in tokens trading (trading in tokens);

The Companyis a limited liability company “Currency Com Bel”, which operates the Trading system and is the operator of the cryptoplatform in the meaning of the Decree of the President of the Republic of Belarus No. 8 of December 12, 2017 “On the Development of the Digital Economy”;

Terms and Conditions – Terms and Conditions of Use of the Cryptoplatform (Trading Platform) and the Website.

2. Subject of the Contract

2.1 Under this Contract, the Company undertakes to organize the tokens trading, and the Client undertakes to pay the Company the remuneration provided for by the Terms and Conditions.

2.2 The organization of tokens trading is carried out by the Company by providing customers with:

2.2.1 access to Company’s trading system and

2.2.2 opportunity to perform other actions necessary to ensure the holding of such trading.

2.3 The company is a party to all transactions made during the token trading as follows:

2.3.1 in transactions carried out between Clients - as a party organizing tokens trading;

2.3.2 in transactions between the Client and the Company – as a Purchaser of or a Seller with obligations to organize tokens trading.

3. Obligations of the Company

3.1 The Company undertakes to:

3.1.1 organize tokens trading, inter alia, to ensure payment settlement of on tokens trading;

3.1.2 take measures to prevent, detect, suppress and eliminate the consequences of unfair (unlawful) use of insider information about tokens and (or) manipulating prices on tokens;

3.1.3 to ensure the transparency of the process of making and executing transactions in the Trading system by providing tokens trading participants with the opportunity to review this process using software and hardware.

3.2 The Company is entitled to qualify the actions of the tokens trading participants as manipulating prices on tokens at its sole and absolute discretion. Under manipulating prices on tokens the following actions might be understood:

3.2.1 deliberate distribution by individuals and (or) legal entities through the media, including the Internet, or otherwise knowingly false, and (or) misleading, and (or) biased information about tokens, the individuals who created and posted them, prices for tokens, including information provided in advertising;

3.2.2 performing by the tokens trading participant two or more transactions with tokens in their own interests and at their own expense or at the expense and (or) in the interests of another person on the basis of orders that have the highest purchase price or the lowest selling price of tokens during one trading day;

3.2.3 concluding transactions with tokens by prior agreement between the tokens trading participants, and (or) their employees, and (or) the persons, at the expense of which or in whose interests the said transactions are made;

3.2.4 performing by a tokens trading participant within one trading day in its own interests and at its own expense or at the expense and / or in the interests of another:

· two or more transactions with tokens of the same person who created and posted tokens (tokens of the same type), the fulfillment of obligations for which does not entail a change in the ownership of tokens;

· more than two transactions with tokens of the same person who created and placed tokens (tokens of the same type), in which the parties change, acting as sellers, then as buyers;

3.2.5 submitting by the tokens trading participants of illusory applications for the purchase and (or) sale of tokens for money or electronic money or exchange of tokens of one type for tokens of another type (that is, filing applications without the intention to receive execution on them, accompanied by their cancellation prior to their execution);

3.2.6 submission (change) by participants of tokens trading of applications for the purchase and (or) sale of tokens for money or electronic money or exchange of tokens of one type for tokens of another type in order to disrupt (destabilize) the cryptoplatform operator system, create false tokens for other tokens trading participants or mislead incentives (signals, signs) that encourage them to perform (not perform) certain actions in the trading system of the Company.

4. Rights of the Company

4.1 The Company has the right to:

4.1.1 exclude Client from the list of tokens trading participants (withdraw tokens trading participant status);

4.1.2 in accordance with the present Contract to compulsorily withdraw tokens from the account of the Client;

4.1.3 request from Clients information for admission to participation in the tokens trading, to the extent defined by the Company;

4.1.4 perform upon Clients’ consent operations with money, electronic money and tokens of Clients on its own behalf and in its own interests and in the absence of the Client’s application when:

4.1.4.1 these transactions are aimed at obtaining a liquidity by the Company, in other words, receiving money, electronic money and tokens from the counterparties of the Company who are not its clients (liquidity providers), in order to fulfill the duties of the Company accepted (or planned to be accepted) by him owed to the Clients;

4.1.4.2 the counterparties provided for in clause 4.1.4.1 are legal entities that have a special permit (license) or other authorization document issued by the competent authorities (competent organizations) of the countries in which these legal entities are established and are actually located, and providing for the right to make transactions (operations) with tokens;

4.1.4.3 these transactions are made with no more than 50 percent of the money, electronic money and tokens of the Clients, who have given their consent, as provided for in block one of clause 4.1.4;

4.1.4.4 the Company has a reasonable belief that the execution of these transactions will not entail the failure (inadequate execution) of its obligations to transfer money, electronic money, tokens to tokens trading participants, with money, electronic money and tokens of which the deals are performed;

4.1.5 perform other activity in accordance with the laws of the Republic of Belarus.

5. Obligations of the Client

5.1 The Client is obliged to:

5.1.1 provide reliable information in accordance with the Terms and Conditions;

5.1.2 provide the Company with the documents necessary for accessing the tokens trading and register in the Trading system;

5.1.3 pay remuneration to the Company;

5.1.4 not to use technical failures that may occur during the operation of the Trading system in ways that contradict the interests of the Company and (or) violate the rights of the Company;

5.1.5 not to use technical failures (errors) in the trading system to obtain any benefit for itself or other persons or to cause any damage (harm) to other persons;

5.1.6 not to carry out unfair (unlawful) use of insider information about tokens;

5.1.7 not to perform Manipulating prices on tokens.

5.2 The Client acknowledges that the Client has been notified about the possibility of ensuing of negative consequences due to unfair (unauthorized) use of Insider information about tokens and (or) Manipulating prices on tokens.

6. Rights of the Client

6.1 The Client has the right to:

6.1.1 participate in tokens trading;

6.1.2 withdraw funds form the account to the external accounts;

6.1.3 perform other rights in accordance with the legislation of the Republic of Belarus.

7. Remuneration of the Company

7.1 The Client shall pay to the Company the remuneration in the amount provided for in the Terms and Conditions.

7.2 The Company receives this remuneration by deducting its amount from the amount of money, electronic money, Client’s tokens held by the Company.

7.3 In case of insufficiency of this number of tokens to receive remuneration in full, the Company sends a request for payment of remuneration, including by e-mail, which is subject to execution no later than 3 days after such notification is sent.

8. Tokens trading with the involvement of Company’s tokens

8.1 The Company has the right to provide Clients with the right to use the Company’s tokens for making and executing transactions with them in the trading system of the Company with the obligation to return the appropriate number of tokens (or an equivalent number of tokens of another type) within the prescribed period.

8.2 The Client has the right to use tokens obtained in accordance with this section, subject to the restrictions established by the General Terms for Digital Token (Token) Sale and (or) this Contract and only for performing transactions (operations) in the Company’s trading system.

8.3 If the Company grants the Client the right to use the Company’s tokens in accordance with this section, the Client automatically provides the Company with the right to withdraw tokens from the Client’s account (account), the right to dispose of which (tokens) is received by the Client in accordance with this section, or electronic money, tokens of another type in the amount corresponding to the value of these tokens received.

9. Withdrawing funds by the Client

9.1 The company ensures the execution of purchase and sale transactions of tokens for money or electronic money or the exchange of tokens of one type for tokens of another type, performed in the trading system of the cryptoplatform operator, throughout consistent performing of the actions provided in this Contract.

9.2 In the event that the Client makes a transaction in the process of participation in tokens trading, the Company is obliged to deduct the amount (quantity) of execution of this transaction from the amount of money, electronic money, the number of tokens accounted for this tokens trading participant, and add the amount (quantity) of such execution to the amount of electronic money, the number of tokens accounted for the counterparty of the specified Client in the relevant transaction.

9.3 The Company provides money transfer, electronic money transfer, transfer of tokens accounted for the Client, participating in tokens trading, to the current (settlement) bank account, to the electronic wallet, to the address (identifier) of the virtual wallet of the Client, respectively, at the request of such participant in the order and term defined by this Contract.

9.4 For money transfer, transfer of electronic money, transfer of Client's tokens from the trading system to the current (settlement) bank account, to the electronic wallet, to the address (identifier) of the virtual wallet of the Client, the Client sends via the interface of the trading system the corresponding request to the Company indicating the amount of transfer and method of operation: transfer of money, transfer of electronic money or transfer of tokens.

9.5 Transferring money, transferring electronic money, transferring tokens accounted for the Client to the current (settlement) bank account, to the electronic wallet, to the address (identifier) of the virtual wallet of the Client shall be carried out within 3 working days from the date the Client’s request for such transfer has been received.

10. Applicable law and dispute resolution

10.1 The legislation of the Republic of Belarus shall apply to the relations between the Parties arising out of the Contract. In this case, the material, not collision, norms of law shall be applied.

10.2 If a dispute arises between the Company and the Client from Contract prior to its submission for consideration to the dispute settlement body provided for in the Contract, it shall be mandatory to follow the claim procedure for dispute settlement provided for in the Contract.

10.3 Claims are sent:

10.3.1 by the Client – from the e-mail address of the Client specified by it at the time of creation of the account to the e-mail address [email protected] or other e-mail address notified by the Company (specify “Claim. For Legal Department” in the title of the letter) with the scanned image of the paper claim signed by the Client or its representative attached to the letter (if the claim is signed by the representative, the attachment of a scanned image of the document confirming the representative’s authorities is mandatory);

10.3.2 by the Company - to the e-mail address of the Client, specified by it at the time of creation of the account.

10.4 The Parties also have the right to send their signed paper claims (by registered mail with delivery receipt or by the correspondence delivery services, such as EMS, DHL or UPS) to each other’s addresses of residence (location) (with certified copies of documents confirming the representative’s authorities, if the claim is signed by the representative).

10.5 Claims shall contain:

10.5.1 surname, given name, patronymic (name) of the claimant and a person (persons), to whom the claim is submitted (the claimee), their place of residence (place of temporary residence) or location;

10.5.2 date of filing the claim;

10.5.3 circumstances on the basis of which the claim is filed;

10.5.4 specific well-reasoned demands of the Party with reference to the provisions of the Terms of Sale or the Contract, as well as the norms of the legislation of the Republic of Belarus;

10.5.5 the amount of the claim and its calculation, if the claim is subject to monetary evaluation.

10.6 The claim cannot be subject to consideration if:

10.6.1 it is not sent in accordance with the section hereof;

10.6.2 its content does not correspond to the section hereof.

The response to the claim shall be sent within 30 days from the date of its receipt in the manner specified above.

10.7 If the dispute arisen has not been settled in the claim procedure, it shall be submitted for consideration:

10.7.1 if the Client is a citizen or a legal entity of the Republic of Belarus, – to the court at the location of the Company, determined in accordance with the legislation of the Republic of Belarus;

10.7.2 if the Client is a foreign citizen, stateless person, foreign or international legal entity or foreign organization, which is not a legal entity, – to the International Arbitrational Court of the BelCCI for consideration in accordance with the regulations thereof (the Republic of Belarus, city of Minsk). Arbitration clause:

“All disputes, disagreements or claims that may arise from or in connection with the Contract, including those related to their conclusion, change, termination, performance, invalidity or interpretation, shall be considered in the IAC of the BelCCI for consideration in accordance with the regulations thereof (the Republic of Belarus, city of Minsk)”.

10.8 The Company and the Client shall have the right to settle a dispute arising out of the Contract by using mediation in accordance with the legislation of the Republic of Belarus.

11. Liability

11.1 The Company shall be liable to the Client only for intentional non-fulfillment (improper fulfillment) of the Contract. In this case, the Company is obliged to reimburse the Client for the losses incurred by it in full, unless otherwise provided by the legislation of the Republic of Belarus.

11.2 In the event of the Client’s non-fulfillment (improper fulfillment) of the Contract, the Client is obliged to reimburse the Company for the losses incurred by the Company in full (including reimbursement of the amounts of liability measures applied to the Company in respect of the Company in a foreign country in connection with the conclusion and (or) performance of the Contract under the terms of the Client’s provision of false assurances). The Company has the right to withhold the amount (size) of losses caused to it from the amount (quantity) of the Client’s funds, tokens held by the Company in full or in part.

11.3 For the manipulating prices on tokens and/or unfair (unlawful) use of insider information about tokens, the Client shall pay to the Company a penalty in the form of a fine of 20,000 Belarusian rubles for each fact of revealed manipulating prices on tokens and for each fact of unfair (unlawful) use of insider information about tokens.

11.4 The Company has the right to fully or partially retain the amount (size) of such a penalty from money, electronic money, Client’s tokens held by the Company.

12. Interpretation

12.1 For the purposes of interpretation and application of the Contract its text in the Russian language shall prevail.

13. Amendments to and Termination of the Contract

13.1 Each Party shall have the right to terminate the Contract at any time at its sole and absolute discretion by means of a unilateral extrajudicial refusal to perform it, expressed by sending the other Party a notice of such refusal in the manner specified in the Contract. The Contract shall be deemed to be terminated on the date of receipt by the Recipient Party of the relevant notice (in the notice the Company may introduce another term). The Company has also a right to the send the mentioned notice by way of putting its text on its website in the Internet with drawing Client’s attention to this notice (in this situation the Contract is deemed to be terminated at the moment of placing such a notice on such a website, in case if this text does not contain another term).

13.2 The Company is not entitled to unilaterally and extrajudicially refuse to fulfill the obligations on own tokens of the Company created by it or on its behalf by another person and placed by the Company, as well as terminate unilaterally and extrajudicially the effect of the relevant White paper declaration approved by the head of the Company, in the presence of these tokens in circulation.

13.3 In the event of termination of the Contract, the money, electronic money, tokens of the Client held by the Company shall be transferred by the Company to the Client at its request after deduction of the amounts of remuneration due to the Company, the expenses incurred by the Company in connection with such transfer and the amounts of losses incurred by the Company in connection with such transfer and the amounts of damage caused by the Client, provided that the transfer is not hindered by the application of measures in the field of prevention of money laundering, financing of terrorist activities and proliferation of weapons of mass destruction.

13.4 The Company has the right to unilaterally and extrajudicially amend the Contract at any time at its sole and absolute discretion, except for the White Paper Declaration approved by the head of the Company, which will be amended in cases provided for in the acts of the Supervisory Board of the High Technologies Park. In these cases, the Company will amend this declaration unilaterally and extrajudicially. The Contract shall be amended unilaterally and extrajudicially by posting the amended text of the Contract on the Company’s website on the Internet with posting of the notice thereof in the Client’s Account (or by using another way of attention riveting of highlighting the Client’s attention to the fact of Contract changing) and (or) by sending such notice in the manner specified in the Contract. The Contract shall be deemed to have been amended three days after the moment the said notice appears in the Client’s Account or after the moment of receipt by it of such notice (in case it is sent by other means), unless the Company includes another term.