Youhodler General Terms & Conditions

DATE: June 5, 2024

These Terms & Conditions (hereinafter referred to as the “Terms”) define the rules applicable to the use
of the services made available through the Platform. These Terms are legally binding and are entered into
between:

1. The Client (hereinafter referred to as the the “Client”,“You”, “you”, “Your” or “your”) and

2. YouHodler Italy s.r.l, a company duly registered under the laws of Italy, with registered office in
20121 Milan, via del Lauro 9, VAT number 12481390966. (hereinafter referred to as the
“YouHodler”, the “Company”, “we”, “We”, “us” or “Us”).

1. Definitions

Definitions are set forth in Annex 1.

2. General Terms

2.1 By pressing the tickbox, the Client accepts that they have read and understood these Terms and
agree to be bound by them and to comply with these Terms and all laws and regulations which
may be applicable to the Services offered on or through the Platform. Any User who wants to
access the Services offered on or through the Platform must accept these Terms.

2.2 If Client does not agree to comply with the Terms, they must refrain from using the platform
and/or benefiting from the Services. In particular, the Client acknowledges that they have read
and understood the clauses in these Terms relating to disclaimer of warranties, risks, limitation of
liability and the manner in which we may make changes to these Terms.

2.3 These Terms shall be read and interpreted in conjunction with the Privacy Notice and any other
agreements which you enter into with the Company when making use of the Services. The Client
acknowledges that they have read and understood the above mentioned terms in relation to
these Terms.

3. Services

3.1 YouHodler provides a Platform allowing Users to benefit from the following Services:

● Crypto Custody and Reward Services - allows the User(s) to store their Cryptocurrencies
on the blockchain in a segregated way in their individual wallets and to earn rewards in the
form of interest as set out in the Rewards Agreement;

● Conversion Services - YouHodler converts Fiat Currencies to Cryptocurrencies or

Cryptocurrencies to Fiat Currencies or Cryptocurrencies to other Cryptocurrencies;

● “Loan” - based on a purchase / repurchase model, clients can sell their cryptocurrencies for
an agreed price, the client is then able to re-purchase the cryptocurrencies within a particular
time frame agreed between the parties and for consideration as proposed by YouHodler;

● “MultiHODL” and “TurboCharge” - allows User to generate a chain of Loans to enter into
several, successive and independent Loans (based on a purchase/repurchase model);

● the “Dual” service - consists of a short-term crypto yield product that is generated from a
series of conversions.
3.2 Subject to the OAM registration, YouHodler offers the following services:
● Services for the use and exchange of cryptocurrencies and/or their conversion from or into legal
tender or digital representations of value, including those convertible into other cryptocurrencies;

● Transfer and clearance services in cryptocurrencies;

● Any other service functional to the acquisition, trading or intermediation in the exchange of
cryptocurrencies (e.g. execution, reception, transmission of orders related to cryptocurrencies on
behalf of third parties, placement services of cryptocurrencies, advisory services on
cryptocurrencies);

● Digital wallet services.

3.3. In order for Clients to use the Services on their User Account, they will be required to provide a
Designated Payment Method. The User can only use the Bank Accounts opened and registered
under his/her own name. The Company reserves the right to suspend, freeze or cancel your User
Account if the name of the User Account and the name of the Bank Account do not correspond to
each other. To place a purchase order via card payment, you must provide to the Company or to
Third-Party Service Provider, the relevant permitted card details. In such a case, you
acknowledge that the transfer of fiat currency pursuant to a card payment shall be dependent on
the performance of such transfer by your bank (or where applicable, permitted institution). Upon
our Third-Party Service Provider confirming the receipt of the card payment, the Company will
instruct the transfer of Assets to your User’s Account. This transfer will be executed no later than
24 (twenty-four) hours as of receipt of the card payment. In the event of deposits surpassing the
established limits, and to ensure the security of your account and funds, as well as to account for
potential delays arising from technical issues, the processing time may be extended.
Nevertheless, the Company is committed to making every effort to process any deposit falling
within the scenarios described in the previous sentence within a maximum period of 72
(seventy-two) hours from the time of your request. For the avoidance of doubt, the Company only
permits the use of card payments strictly for the purposes of a purchase order (and not any other
Services). In the event that you have initiated multiple purchase orders by way of card payment
(utilizing your permitted card), each such purchase order shall be recorded and deemed as
separate and independent purchase orders (i.e. at no point of time will one purchase order made
via card payment be linked in whatsoever manner to a previous or subsequent purchase order),
regardless of the timeframe within such purchase orders are placed or fulfilled.

3.4. Only valid payment options specified by the Company may be used in order to benefit from the
Services available on the Platform. By transferring Fiat Currencies into User Account, Client
authorizes the Company to charge Client with any extra charges (if any) related to the Designated
Payment Method.

3.5. Security Tokens are expressly excluded and YouHodler may at its sole discretion accept
additional Fiat Currencies and Cryptocurrencies or refuse to accept the above-mentioned Fiat
Currencies and Cryptocurrencies, at any time and without having to provide any reasoning. Client
agrees that they will not hold the Company liable for any damages resulting from such a decision.

3.6. Detailed description of the products is provided for in the following chapters.

4. Limitation to provision of Services

4.1 Services offered by YouHodler may not be available in a jurisdiction where we are not regulated
or entitled to conduct business. This means that if a Client is traveling to certain jurisdictions, they
might have limited access to their User Account.
4.2 YouHodler may not provide Services to Clients domiciled in certain countries due to restrictions
under Laws and Regulations, or restrictions under our internal policies (these are known as
"restricted countries"). If you are a resident of a restricted country, you may not be able to
access Services unless otherwise indicated.

4.3 The Services cannot be used by persons who are resident or citizen of the United States (which
especially includes US resident, US citizen or green-card holder), residents or citizens of China
(including Hong Kong and Macao) and by persons who are on any trade or economic sanctions
lists, such as, but not limited to US-, EU-, CH- or United Nations Security Council Sanctions List
or embargoes.

4.4. In the event that you become a US citizen, a US resident, a green-card holder, a Chinese
resident and/or if the country wherein you are residing in is placed on an economic or trade
sanctions list or if you are placed on an economic or trade sanctions list, the Company shall
immediately freeze your User Account until further notice on the procedure which will be carried
out internally.

4.5 YouHolder may not provide their services to politically exposed persons and should the Client
become a politically exposed person under the laws where you are residing, they should notify
YouHodler.

4.6 YouHodler does not provide investment, legal or tax advice. The Client is responsible for
compliance with any tax laws, regulations which affect the activity which the Client may carry out
through the Platform. YouHodler is not responsible for the verification of the Clients’ taxation/fiscal
integrity and should the Client be unaware of their fiscal obligations, if need be, they should seek
the advice of a lawyer, attorney-at-law or tax expert.

4.7 The Services on the Platform cannot be offered in the event that Client refuses to provide any
information or to accept to undergo any verification procedures, including video verification calls
which may be requested from time to time by the compliance team. Any fees which are incurred
as a consequence of Clients refusal to provide information or to undergo identification and
verification procedures shall be Client's responsibility.

4.8 In order to use the Services, you will first have to register a User Account on the Platform by
providing your first name and last name, email address, cell phone number, physical address,
country of residence and nationality. Users are restricted from holding more than one account.

4.9 The information requested is required in order to identify you, verify your identity, and conduct
fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any
other checks as required by applicable Laws and regulations.

4.10 In order to be able to use the Services on the Platform, the Client must first pass the KYC
Process, which remains at the sole discretion of YouHodler. During such verification process, you
may be requested to provide an identity document and undergo a liveness check, as well as a
document confirming proof of address.

4.11 If the applicant is a natural person, the User should be of at least eighteen (18) years of age upon
registration and should be acting on their own behalf and the sole beneficial owner to funds
transferred by him/her on the Platform. In the event there are two beneficial owners, the User
should contact the support team for further information.

4.12 If the applicant is a legal person, the natural person representing the company should have
authority to act on behalf of the entity and should provide excerpts from the company register,
certificates of incorporation and founding documents or equivalent documents (in notarised form if
requested by YouHodler).
4.13 Client confirms that they might be required to undergo “Enhanced Due Diligence”. YouHodler may
request a Client to provide additional information about themselves or their legal entity. Such
information is inclusive of source of funds, video identification and a KYC Form.

4.14 Client confirms that any document and information provided to YouHodler is up-to-date, correct
and complete and that they have not withheld any information that could potentially influence the
KYC Process. Client acknowledges that in providing false or misleading Personal Data or failing
to notify YouHodler of changes to Personal Data immediately, YouHodler reserves the right to
terminate or suspend the User Account immediately and without prior notice to them. In such
case, YouHodler shall bear absolutely no liability of whatever nature.

4.15. YouHodler retains the right to cancel User Accounts that have been inactive for a long time or are
considered to be misleading without prior notice to the User. The Company reserves the right to
reject any registration and to refuse Service to anyone for any reason, in sole and absolute
discretion, without any obligation to indemnify User

4.16 Upon opening a User Account, Client acknowledges that they are solely responsible for
maintaining the confidentiality of their username and password and/or recovery phrase or code
and are responsible for all activities that occur in relation to their User Account.

5. Use of Services and the Platform

5.1 The Company grants the Client a limited, non-exclusive, non-sublicensable, non-transferable, and
revocable, royalty-free license permission to use the Platform for its intended purposes (i.e.
benefiting from the Services) subject to Clients strict compliance with the applicable law, these
Terms, the Privacy Notice and any other policy issued by the Company which is applicable to the
User.

5.2 The Company is constantly modifying and improving the Services and the Platform. New features
may at any time be introduced and existing features may be changed or removed from the
Platform at any time and without notice. In the event that the Client provides us with any feedback
on or comments regarding the Services and/or the Platform, the Client grants the Company the
right to use such feedback or comments for any purpose without restriction or payment to the
Client.

5.3 The Client acknowledges that when the Company performs an update to the Application or the
Platform, Client may be required or requested to update the version of the Application or the
Platform which is available on their device. We strongly recommend to the Client to perform these
updates immediately due to the fact that these updates might contain security patches, new
services or features which are not available on older versions.

5.4 Since most of the Services are web-based, they might be subject to temporary downtime. From
time to time, YouHodler also updates or maintains the Platform, which will result in the Platform
not being available for a certain period of time. Clients are notified in advance of such downtime
either by electronic mail or on the Platform or Application. We therefore do not warrant that the
Platform operates uninterrupted or error free. We are not responsible for any damages or losses
suffered by Client as a result of any failure or interruption of the Platform, suspension of access to
the Platform or User Account, including any damage occurring as a direct or indirect result of a
failure to benefit from the Services.

5.5 When using the Platform, the Client warrants that they will not:

● copy, in whole or in part, any of the information contained on the Platform other than for the
purposes contemplated by these Terms;
● exploit the Services offered on the Platform or any part of it for any commercial purpose,
including any advertisement for your own or any other person’s products and services;

● copy, adapt, modify, perform reverse engineering, disassembling or decompiling any part of
the Platform and/or any part of its software (including its source and/or object code);

● create or maintain any unauthorized connection to the Platform;

● use automated programs, which especially but not only include web scrapers and scripts, for
the collection of the information contained on the Platform as well as for the collection of the
information on the other Users of the Platform;

● copy, modify, distribute or sell any part of the Services available on the Platform;

● introduce any material that contains software viruses, worms, malwares, ransomwares or
spywares or any other computer code, files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware, mobile devices or
telecommunications equipment or any other technologies that may harm the Platform, its
software, the Services or the interests of any User or of the Company;

● use Assets on the User Account that would constitute, encourage or provide instructions for a
criminal offense and/or Assets which have criminal or illicit activity at their source, including
tax fraud;

● transmit, distribute, store or otherwise make publicly available on the Platform any private
information or Personal Data of any Third-Party, including, addresses, phone numbers, email
addresses and/or card numbers;

● copy, modify, distribute or sell any part of the Services, the Platform and its software
(including its source code and/or object code);

● use the Platform, the information contained on the Platform and the Service to compete
against the Company and/or to help a Third-Party to compete against the Company;

● interfere or attempt to disrupt the Services and/or hack the Platform in any way;

● modify the whole or any part of the Platform, or permit it to be combined with, or become
incorporated in, any other programs, except as necessary to use the Platform on devices as
permitted in these Terms;

● use the Platform in any unlawful manner or for any unlawful purpose, including but not limited
to illegal activities fraudulent trading, money laundering, fraud, blackmail, extortion,
ransoming data or the financing of terrorism, or any other violent or illegal activities;

● use the Platform in a way that could damage, disable, overburden, impair or compromise our
systems or security or interfere with other Users;

● collect or harvest any information or data (including Personal Data) from the Platform or from
any User or attempt to decipher any transmissions to or from the servers running the Platform
and the Services;

● hack, breach or access unduly any User Account, the Platform (including their underlying
source and object code); and

● impersonate any User of the Platform;

 ● manipulate the Company’s billing process in order to appropriate fees owed to the Company;

● re-sell, deep-link, use, copy, monitor (e.g. scrape), display, download, copy or reproduce any
content or information, software, Personal Data or Services available on the Platform for any
commercial, non-commercial or competitive activity or purpose;

● use any robot, spider, web scraper, other automated device, or manual process to monitor,
extract or copy any content from the Platform, the Services and, more generally, the
Company.

5.6 In the event of breaching this Section, the Client may be irrevocably banned from using the
Services and /or accessing the Platform. The Company reserves the right to claim for damages
and/or to request injunctions. This Section shall not be enforced in the event that the Company
has given prior written consent, for security reasons / penetration test purposes, to not render this
Section applicable. The prior written consent must be expressed in the form of a written
statement by the Company and signed by both parties.

6. Crypto Custody Services

Wallet

6.1 Clients have access to an individualized wallet created through the Platform, whereby they are
able deposit their Cryptocurrencies in a safe and secure space to use in future.

6.2 Through the custody service, Clients can verify the initial and current value of the Cryptocurrency
put in custody and they can decide to take the Cryptocurrency out of custody and use it for future
transactions.

6.3 The Client understands that the core of the custody solution is developed by the Company and
strengthened by Ledger Vault and Fireblocks. Any risks that are related solely to the solutions
developed by Ledger Vault and Fireblocks are not assumed by the Company.

6.4 All Cryptocurrencies are held in a segregated and secured manner on the blockchain and each
Client having their own individual private wallet.

6.5 The Client remains the beneficial owner of the Cryptocurrencies deposited in the Wallet when
using the custody service.

Crypto Rewards | Staking

6.6 In order to be able to earn rewards on cryptocurrencies (“Reward Scheme”), the Client must
accept the Reward Account Agreement Terms and Conditions.

6.7. The Client has the possibility to benefit from a Reward Scheme offered by the Company.
Acceptance to allow the Client to use the Reward Scheme shall be to the absolute discretion of
the Company.

6.8. Under no circumstances does the Company pay interest for Fiat Currencies.

6.9. Participation in the Reward Scheme does not change the ownership of the Cryptocurrencies as
they shall still remain under the ownership of the Client.

6.10. Client acknowledges that, should they delay or refuse to provide documents requested for due
diligence on the Client, the Reward Scheme may be temporarily suspended and any Reward that
should have accrued to the Client during that suspension period are waived by the Client.
6.11. The Company reserves the right to suspend the Reward Scheme at its sole discretion and
without prior notice.

7. Conversion Services

7.1 The Company offers to the Clients assistance with conversion of the Cryptocurrency to another
Cryptocurrency. It is clarified that the Clients must agree to the specific terms and conditions, in
addition to these present Terms in order for the Company to offer the services.

7.2 Conversions made by clients are transmitted and executed on behalf of the client on the basis of
parameters and quantities pre-selected by Client.

7.3 When making use of the Conversion Services, the Client understands and accepts that the
Conversion will be processed through the third-party exchange service with additional fees
applicable to such service.

8. Acceptance of terms and conditions for products

8.1. The Client must accept the terms and conditions / agreements for every Service that is used on
the Platform. The Client acknowledges that the Services cannot be used if the agreements are
not accepted.

9. Lost Access

9.1. Any loss or compromise of your electronic device or security details may result in unauthorized
access to the Platform or the Services by Third-Parties. You hereby agree to consider your
access credentials as confidential information and you understand to not disclose such
information to a Third-Party. The Company is not liable for any losses which may result from
the Client’s disclosure of access credentials to a Third-Party, even when this disclosure is
the result of a phishing which is targeted to the Client. If you lose access to your User
Account, we will be able under certain conditions to revert your User Account. The procedures
outlined in the “Forgot Your Password” toggle will need to be followed by you in order to regain
access to the User Account. You accept that the Company is not to be held liable or responsible
for any damages arising from unauthorized access to your User Account by any Third-Party.

9.2. The Company will not be liable for any loss or damage from your failure to maintain the security
of your User Account and password(s). You may not disclose your password(s) to any Third-Party
(other than Third-Parties authorized by you to use your User Account) and you are solely
responsible for any use of or action taken under your password through the Platform. You are
obliged to contact YouHodler’s support team and to follow the instructions provided by them in
order to recover your User Account in case of a hack.

10. Security Measures

10.1 As a preventative measure, Clients shall have multiple layers of signatures when accessing the
account and authorizations. When making use of the Services, Clients have access to personal
safeguarding arrangements to better protect their accounts, namely: security settings including
password and ‘two factor’ authenticator (2FA).

10.2 YouHodler recommends that each Client uses the two factor authentication identification in
addition to their password.

10.3 Each Client will have access to their account Security Settings. When an account is first opened
on a device (computer/tablet and/or mobile), this device becomes by default a trusted device.
10.4 Clients are advised to not disclose their passwords and/or 2FA to third parties and they are aware
and acknowledge that in the event that a third party has access to such details, they might be
able to effect transactions on Clients behalf that are irreversible. Client shall be solely responsible
for any loss resulting from phishing or disclosure of credentials to Third-Parties.

10.5 Client hereby warrants that they will protect their passwords, use strong passwords, check for
viruses and malware and continuously perform regular operating systems and browser updates.

10.6 Client acknowledges that YouHodler will never communicate to request for Client passwords or
other sensitive information, other than those indicated in the Terms and in accordance with the
official communication channels mentioned by YouHodler.

11. Risks

11.1 As a Youhodler Client, and by using the Platform, you acknowledge, understand and accept the
following risks in connection with the complexities of Cryptocurrencies and DLT. Your acceptance
of these Terms expressly confirm your understanding of Cryptocurrencies and how they are
stored, carried out and transmitted.

11.2 The Client is warned that the value of Cryptocurrencies may be highly volatile. Such volatility
could be caused not only by the Company's operational performance or other events involving the
Company, its Users and/or competitors, but also by changes in general conditions in the
economy, the financial market or the fintech industry in particular. As a result of such fluctuations,
Clients should also be aware that the Cryptocurrencies and Fiat Currencies which they may
acquire from the Conversion Services may not retain the same market price or increase in market
price and important losses may be incurred.

11.3 If Client has any doubts, Client is advised to seek assistance from a financial adviser first.
Furthermore, aside from the below-mentioned risks, there may also be unpredictable risks.
Therefore, Client is advised to carefully consider and use clear judgment to assess their financial
position and the below-mentioned risks before making any decisions on buying and selling
Cryptocurrencies, any and all losses arising therefrom will be borne by Client and YouHodler shall
not be held liable in any manner whatsoever.

Risks related to Market Value, Liquidity and Volatility

11.4 Clients should be aware that the Company cannot ensure that an active and liquid market for
Cryptocurrencies will remain in place and that the value for both Cryptocurrencies and Fiat
Currencies will not decline, thereby affecting your use of the Services.

11.5 The liquidity of the market and the Third-Party Service Providers used to finalize the Services will
depend upon the number of purchasers and sellers, the market for similar instruments, the
market capitulation of the Cryptocurrencies and the availability of the Fiat Currencies and other
factors beyond the Company's control.

11.6 The Company does not give any assurance (i) that an active and liquid market for the
Cryptocurrencies sold to the Company will continue after your use of the Services, or (ii) that the
market value of the Cryptocurrencies or Fiat Currencies will not decline below the market value
after your use of the Services.

11.7 The price of the Cryptocurrencies and Fiat Currencies displayed on the Platform will depend upon
several factors which are beyond the Company's control. These factors include, but are not
limited to: market expectation of Cryptocurrencies’ or Fiat Currencies’ performance or financial
 condition; fluctuations in the financial positions or operating results; general market and economic
conditions; announcements by foundations or companies have launched the Cryptocurrencies,
their business, their customers and their suppliers and any other secondary markets. The
Company does not operate an order book and all valuations are based on market prices quoted
by other service providers.

11.8 Clients are aware that new developments in, and changes to recommendations by analysts
regarding the Cryptocurrencies and/or Fiat Currencies market may affect the price or market
value of Cryptocurrencies and/or Fiat Currencies.

11.9 The Fiat Currencies and the Cryptocurrencies made available on the Platform are all admitted to
trading on Exchanges which are operated by Third-Party Service Providers. YouHodler however
does not warrant that there will be enough Cryptocurrencies and Fiat Currencies available at the
Exchanges operated by Third-Party Service Providers. In certain circumstances, such as
instances of market volatility or where any Exchange has been suspended or otherwise
restricted, it could pose difficulties in being able to offer Services on the Platform.

Cyber Security Risks

11.10 Client should be aware of the risk using the Platform, taking into account that the Company may
be exposed to threats, system failures, security risks or hacks to the Platform, its software
(including its source code and object code), the Website, the User Accounts and/or the servers
which operate the Platform. Third-Party Service Providers are also susceptible to such threats
and system failures or hacks in relation to the technologies it uses.

11.11 The Client understands that Third-Party Service Providers are generally based on digital and
virtual systems, these are at risk from security breaches, hackers, malware and operational
glitches. Even though the Company takes various steps to preserve the security,
Cryptocurrencies which are held in wallets provided by the Company or by third-party exchanges
remain vulnerable to hacking or security breaches. In the event of unauthorized access to one or
more wallets (i.e. by stealing the private encryption key to the wallets), stolen Cryptocurrencies
could be transferred to another public address and the Client understands that Cryptocurrency
transactions are irreversible and accepts that this is a persistent risk.

11.12 Code cracking or technical advances such as the development of quantum computers, could
present a risk for all DLT based businesses/platforms. This could result in the theft, loss,
disappearance, destruction or devaluation of Cryptocurrencies. The source code and object code
underlying the Platform and the Cryptocurrency could be updated, amended, altered or modified
from time to time. There can be no guarantee that such update, amendment, alteration or
modification will not adversely affect the functionality of the Cryptocurrency. Client therefore
accepts that they shall not hold the Company liable for any hacks, decrypting, decoding or code
cracking which can result in the loss of Cryptocurrencies and/or Fiat Currencies.

11.13 The Company exercises its best efforts to have a secure Platform with adequate standards of
protection against malware, virus and hacks amongst other security hazards which can be
suffered by the Platform. Hackers or other groups or organizations may attempt to interfere with
wallets through sybil attacks, phishing, spoofing, smurfing, malware attacks or consensus-based
attacks. Client understands that the Company is not liable for any theft which may occur from any
hacks, identity thefts, malware or viruses.

11.14 The Company does not own or control the underlying software protocols which govern the
operation of Cryptocurrencies available for trading on the Platform. In general, the underlying
protocols are open source and anyone can use, copy, modify, and distribute them. The Company
is not responsible for operation of the underlying protocols and makes no guarantee of their
functionality, security, or availability.
11.15 Since blockchain is an independent public peer-to peer network and is not controlled in any way
or manner, the Company is not responsible for any failure, mistake, error and/or breach which
shall occur in blockchain or in any other networks in which the Cryptocurrencies are being issued
and/or traded.

Legal Risks

11.16 Generally, the regulation related to the operation of the Platform, as well as the regulation of
Cryptocurrencies, is evolving rapidly. These foregoing regulations can also vary significantly
among international jurisdictions. Such regulations are therefore subject to significant uncertainty.

11.17 To the extent that a domestic government or quasi-governmental agency exerts regulatory
authority, Cryptocurrencies may be materially and adversely affected. Cryptocurrencies also face
an uncertain regulatory landscape in many jurisdictions. Various jurisdictions may, soon, adopt
laws, regulations or directives that affect Cryptocurrencies.

11.18 Such laws, regulations or directives may conflict with the Company’s current understanding of the
legal landscape or may directly and negatively impact the Services and the market value of the
Cryptocurrencies. The effect of any future regulatory change is impossible to predict, but such
change could be substantial and materially adverse to the development and growth of the
Company.

11.19 New or changing laws and regulations or interpretations of existing laws and regulations in
various jurisdictions may materially and adversely impact the value of the Cryptocurrency, the
liquidity of the Cryptocurrencies, the ability to access marketplaces or exchanges on which to
trade the Cryptocurrencies, and the structure, rights and transferability of Cryptocurrencies or
exchanges.

11.20 Third-Party Service Providers may have their own regulations to which they have to comply with
and which may be applicable to any Fiat Currencies and/or Cryptocurrencies which are available
on User Account. Client is therefore aware that there is a possibility that certain Fiat Currencies
and Cryptocurrencies might be refused by the Third-Party Service Providers.

Reputational Risks

11.21 Reputational risk is the potential that negative publicity regarding YouHodler practices, whether
true or not, would cause a decrease in the customer base, costly litigation, revenue reductions
and regulatory inquiries. This type of risk affects YouHodler’s ability to earn and establish further
client relationships or continue servicing existing relationships. In an effort to mitigate this risk,
YouHodler promotes an ethical culture in the organization as well as clear communication on the
values and mission of the company.

11.22 A reputational risk related to Cryptocurrencies due to the wrongful behavior of some actors in the
field may further have a negative impact on the value of Cryptocurrencies available on the
Platform.

Misrepresentation Risks

11.23 Cryptocurrencies which are launched on an Exchange are usually supported by a white paper,
depending on whether the Cryptocurrency is considered to be a Payment token, a Security token
or Utility token. The content of the white paper or the prospectus is the responsibility of the entity
or foundation which issues the Cryptocurrency.

11.24 The Company does not endorse nor assume any form of liability for information within the white
paper which explains the purposes, scope or intent of a Third-Party when launching a
Cryptocurrency. If the Cryptocurrency is available for Conversion on the Platform (which is not the
 case for Security tokens), the User accepts and warrants that he/she will not hold the Company
liable for any misrepresentation of information or inaccuracies which are present in the white
paper of the said Cryptocurrency.

12. Company’s Warranties

The Company warrants to the Client that each of the following statements is true, accurate, correct and
not misleading on the date of this Agreement:

12.1 The Company is validly incorporated, in existence and duly registered under the laws of its
country of incorporation;

12.2 The Company has taken all necessary actions and has all requisite power and authority to enter
into and conclude these Terms;

12.3 These Terms constitute valid, legal and binding obligations on the Company;

12.4 The execution, delivery and performance of the Terms will not result in any violation of, be in
conflict with, or constitute a material default under, with or without the passage of time or the
giving of notice: (i) any provision of Company's organizational documents, if applicable; (ii) any
provision of any judgment, decree or order to which Company is a party, by which it is bound, or
to which any of its material assets are subject; (iii) any material agreement, obligation, duty or
commitment to which the Company is a party or by which it is bound; or (iv) any laws, regulations
or rules applicable to Company;

12.5 The execution and delivery of, and performance under, the Terms requires no approval or other
action from any governmental authority or person other than Company.

13. Limitation of Liability & Indemnification

13.1 These Terms set out the full extent of our obligations and liabilities with respect to the Services
and the provision of the Platform.

13.2 The Company cannot be held responsible or liable in any way for any damages arising out of the
use of the Platform, except for the proper and timely execution of obligations agreed with the
Client when making use of the Services.

13.3 The Company cannot be held responsible or liable in any way for inaccurate or misleading or in
any other manner deceptive information which is not provided directly by the Company on the
Platform.

13.4 The Company cannot be held responsible or liable for any errors (including manifest and
typographical errors), any interruptions (whether due to any (temporary and/or partial)
breakdown, repair, upgrade or maintenance of the services) or otherwise, inaccurate, misleading
or untrue information or non-delivery of information.

13.5 Client hereby irrevocably releases the Company (including its affiliates, and each of its respective
officers, directors, employees, agents, shareholders, retail partners, licensors and suppliers) from
any damages or claims (including consequential and incidental damages) of every kind or nature,
suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of
your interaction with the Platform, the Services and/or any misleading information.

13.6 To the extent permitted by law, the Company hereby excludes: (i) all conditions, warranties and
other terms which might otherwise be implied by statute, common law or the law of equity; and (ii)
any liability for any direct, indirect, consequential loss or damage (including, but not limited to,
damages for deletion, corruption, loss of data, loss of personal data, loss of programs, loss of
 income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss
of Cryptocurrencies, loss of Fiat Currencies, loss of goodwill, client dissatisfaction, failure to store
any information or other content maintained or transmitted by/through the services, service
interruptions, whether caused by tort (including negligence), breach of contract or otherwise, even
if foreseeable, incurred by any user or third-party in connection with the platform or these terms.

13.7 The Company will not be liable for any direct, indirect, special, incidental and/or consequential
damages arising out of your use of the platform and the services. The Company will not be liable
for the quality and outlook of the platform. The Company will not be liable for the non-compliance
of the user with any laws governing his/her activity on the platform nor with any sanction resulting
from such non-compliance.

13.8 The Company will not be liable in any way if the Services made available on the platform are not
available for use. The Company will not be liable for any advertisement made in relation to the
services made available on or through the Platform and/or any Third-Party’s website.

13.9 In any event the Company, (including its affiliates, and each of its respective officers, directors,
employees, agents, shareholders, retail partners, licensors and suppliers), will not be liable for
aggregate liability for any claims relating to the services, whether in tort (including negligence) or
otherwise, in excess of the value of the amount of Cryptocurrencies or fiat currencies converted
through the conversion services.

14. Intellectual Property Rights

14.1 The Company reserves all rights, titles and interest in its own, its Parent company and any
possible Affiliate’s Intellectual Property Rights in and to the Platform, the Website, the Application,
the Services, the Company name and the domain names of its Website.

14.2 Intellectual Property Rights and all other proprietary rights in relation to the content available on
or through the Platform (including but not limited to the software, mobile software, algorithms,
codes (source and object), audio, video, text, animations, files, photographs designs, graphics,
layouts, images, video, information and their selection and arrangement for the Platform, but
excluding all content of Third-Party Service Provider, APIs and software) are under the sole
proprietorship of the YouHodler brand.

14.3 Any use of the content developed by the Company, its Parent company or its Affiliates, including
but not limited to the distribution, reproduction, modification, the making available, the
communication to the public, publicly performed, frame, download, display or transmission, in
whole or in part, without the prior written consent of the Company is strictly prohibited.

14.4 Client may not derive or attempt to derive, reverse engineer, decompile, disassemble or translate
the source code and/or the object code of all or any portion of the software or mobile software of
the Platform, the Website or the Application, nor to permit any Third-Party to derive or attempt to
derive reverse engineer, decompile, disassemble or translate the source code and/or the object
code of all or any portion of the software or mobile software of the Platform, the Website or the
Application.

15. Data Protection

15.1 As a Client, you acknowledge that the Company may process personal data in relation to you and
Personal Data that you have provided to us in relation to your partners or affiliates in relation to
these Terms. All Personal Data provided or to be provided will be processed in accordance with
the Privacy Notice which shall form part of these Terms.
15.2 As a Client, you hereby represent and warrant that before providing any such Personal Data to
YouHodler, you acknowledge that you have read and understood our Privacy Notice as made
available.

16. Communication and Support

16.1 Communication with the Company is done through electronic means, and therefore the Client is
aware that when using the Services, or sending emails to the Company, they are using their
correct email address. The Company is not responsible or liable for any wrong or misspelled
email address or inaccurate or wrong Personal Data submitted to the Company.

16.2 By using the Platform, the Client agrees to receive all communications electronically related to the
use of the Services and/or the Platform, including any emails, promotional content, any offers by
the Company regarding the use of the Platform and/or push-notifications. Such communication
will be via email or by posting notices on the Platform.

16.3 Client agrees that all agreements, notices, disclosures and other communications that are
provided to you electronically satisfy any legal requirement that such communications be in
writing. All notices from the Company intended for receipt by you shall be deemed delivered and
effective when sent to the email address you provide when creating your User Account.

16.4 Clients can access the help portal https://help.youhodler.com/ for the purpose of information on
YouHodler and the Services. Users may use the help portal together with all data available in the
Platform at any time to receive actual information about YouHodler’s services, features and other
details related to YouHodler’s product and services.

16.5 The Company commits to providing the User with a communication service at the Platform’s
Customer Support chat. The customer support chat is available 24/7 at
https://www.youhodler.com/ or https://app.youhodler.com/ as well as via iOs and Android mobile
applications.

16.6 The average response time in the Customer Support Chat:

● 1 - 2 minutes during the EU office hours (9am - 6pm CET/CEST time zone),
● From 1 minute to 2 hours during the EU office non-working hours (6pm - 9am CET/CEST
time zone).

16.7 The average response time is not binding and may vary depending on the volume of requests
which are made on the Customer Support Chat at any particular time.

17. Notices

17.1 Any notice of legal effect given under these Terms or in connection with the matters contemplated
herein shall, except where otherwise specifically provided, be in writing and in the form of
electronic communication to the designated email address of the Parties as per below.

17.2 Notices under these Terms shall be sent for the attention of the person and to the address, as set
out below:

● Company: ​the Client may address their notice to the following email address:
info@youhodler.com

● Client: ​the Company may communicate by sending their notices to the email address of
the Client which was provided during the registration. In the event that this email address
is no longer valid, the Client must immediately notify the Company for the said change.
The Client accepts that a security protocol needs to be followed before the email address
may be modified.
 18. Force Majeure

18.1 The Company does not accept responsibility for any damage, loss, delay, or inconvenience
caused to the User by circumstances beyond its reasonable control, in particular in case of a
Force majeure Event.

18.2 The Company reserves the right to cancel any agreement affected by Force majeure Event
without any obligation to indemnify Users, as well as the cancellation or suspension of any use of
the Services affected by a Force majeure Event without any obligation to indemnify Users.

19. Termination

19.1 Clients may terminate their User Account and stop using the Services at any time and without
notice to the Company or court order.

19.2 The Company may terminate or suspend the User Account, and ability to use the Service, in
whole or in part, in the event that the:

(i) Client violates these Terms or violates any other rules that govern the use of the Services,
including the Privacy Notice, anti-money laundering policy and any other terms and conditions
and policies,

(ii) Clients’ conduct may harm the Company, Users or Third-Party or cause the Company, the
other User or any other Third-Party to incur liability,

(iii) User Account has been used for or suspected to be used for illegal, fraudulent or malicious
activities,

(iv) the Company receives a freezing order, stop order, directive, or any form of order from any
judicial body, national authority or governmental authority or governmental agency which is
directed towards any User Account registered under your name or

(iv) as otherwise determined by the Company in its sole discretion.

19.3 The Company may modify and adapt the Services and other items used or contained in the
Service, at any time. In any case, the Company reserves the right to terminate the Services at
any time without notice for any reason. Clients’ access to, use of, or participation in the Service,
including any content therein, may be prevented by the Company at any time after termination of
User Account. Any Services which are being provided at the time of termination may be halted.
The Company is not responsible or liable for any losses incurred as a result of the immediate
termination of Services.

19.4 Notwithstanding such termination, the Client agrees that they will continue to be subject to the
obligations which, by their nature, survive such termination, including the obligations relating to
Intellectual Property Rights, non-circumvention and conservation of certain information for a
certain period of time.

20. Miscellaneous

20.1 No Waiver: The Company’s failure to enforce a provision of these Terms does not constitute a
waiver of its right to do so in the future with respect to that provision, any other provision, or these
Terms as a whole.
20.2 Assignment: The Client may not assign any of their rights, licenses, or obligations under these
Terms or under any agreement or terms and conditions to which the Client agrees when using the
Services. Any such attempt at assignment by you shall be null and void.

20.3 Contractual Language: If there is an inconsistency between any of the provisions of this English
language version and a translated version of these Terms, any agreement or terms and
conditions to which the Client agrees when using the Services and the Privacy Notice, the
provisions of the English language version shall prevail. Any translated versions shall be for
convenience only.

20.4 Succession: These Terms shall be binding on and shall continue for the benefit of the
successors in title, permitted assignees and transferees, personal representatives and trustees in
bankruptcy of each of the Parties.

20.5 Amendments: The Company reserves the right to modify the Terms at any time, as the Company
deems necessary or desirable. The User will have access at all times to the latest Terms. In the
event that these Terms shall be amended, the Company may notify the User of such amendment
and the User may be asked to accept the new version of the Terms. The Users continuous use of
the Platform and the Services after the amendment of these Terms shall be implied as an
acceptance of the amended Terms.

21. Governing Law and Jurisdiction

21.1 These Terms shall be governed by the laws of Italy.

21.2 The Parties agree to use all reasonable efforts to resolve any dispute, controversy or claim
arising out of or in relation to this agreement or its existence or formation or arising out of or in
relation to the transactions contemplated by it or its formation, or the breach, termination or
invalidity of it or those transactions, including any non-contractual dispute or claim (a ​"Dispute"​)
by mutual agreement.

21.3 The Parties irrevocably agree that if the Parties are unable to resolve a Dispute by mutual
agreement within a period of fifteen (15) Business Days after the giving by either Party to the
other of a notice invoking this provision, then such Dispute shall be referred to and finally
resolved by arbitration.

21.4 Nothing in this Agreement shall be construed as preventing any of the Parties from seeking any
injunctions or other interim relief in any court of competent jurisdiction; Tribunal Courts of Italy.

22. Entire Agreement & Severability

22.1. If any provision of these Terms is found to be invalid by a court or competent jurisdiction, that
provision only will be limited to the minimum extent necessary and the remaining provisions will
remain in full force and effect.
 ANNEX 1 - DEFINITIONS

For the purposes of these Terms, the capitalized terms shall have the following definitions:

Affiliate refers to any company which is either controlled by the

Company or by the same shareholders of the Company.

Application refers to the YouHodler mobile application which is available

on Android and iOS and within which the Platform is also
available. For the avoidance of any doubt, any reference to
the Website shall include the Application.

AML refers to Anti-Money Laundering laws.

AML Policy refers to any company policies which outline the procedures
related to AML.

Asset(s) means either Fiat Currencies or Cryptocurrencies.

Bank Account means an account opened by a regulated bank, financial

institution and/or custodian.

Confidential Information means information, idea, concept, material or any other data,
not yet entered into the public domain, whether it has been
communicated orally or in writing, including but not limited to
all information regarding the business, concept or business
model, all trade secret, all price lists and User’s data,
including and in particular the Transaction.

Cryptocurrency(-ies) means a digital currency in which encryption techniques are

used to regulate the generation of units of currency and verify
the transfer of funds, operating independently of a central
bank by using DLT.

For the avoidance of any doubt, any reference to

Cryptocurrency(-ies) in these Terms shall only and solely
refers to the Utility Tokens, Payment Tokens and Stable Coins
available on the Platform and through the Services, to the
strict exclusion of any Asset Tokens.

Conversion refers to conversions which are offered by the Company

where the Client receives a Cryptocurrency or Fiat Currency
in exchange for a Cryptocurrency or Fiat Currency.
Conversion Services means the Conversion Services as defined in Section 7 of
these Terms.

Designated Payment refers to the designation of one or more external Bank

Method Accounts or card details which is required for the transfer of
Fiat Currencies onto the User Account.

DLT refers to Distributed Ledger Technology.

Enhanced Due Diligence a process associated with the KYC process that requires the
company to request additional documents, such as source of
funds, in order to comply with AML laws.

Exchange means a centralized or decentralized cryptocurrency

exchange platform interfaced with the Platform.

Fiat Currency(-ies) means a centralized issued currency which is not backed by

a physical commodity. For the avoidance of any doubt, any
reference to Fiat Currency(-ies) in these Terms shall only and
solely refer to Fiat Currency indicated and available on the
Platform.

Force majeure Event(s) means any event which is neither foreseeable nor objectively
attributable to the Company or the User and which is
objectively likely to delay the performance of obligations set
out in these Terms, including but not limited to natural
phenomena, government measures, acts of terrorism,
demonstrations, fires, shortages, explosions, floods,
epidemics, pandemics, quarantine, factory blockages, travel
quarantines, satellite or telecommunication problems, Internet
unavailability, strikes or other labor disputes (whether or not
such disputes involve the Company's employees), accidents,
plant breakdowns, impediments or delays by carriers,
impossibility or delay in obtaining supplies or appropriate and
necessary equipment, seizures, sequestrations or other
measures taken by or on the order of an apparently
competent authority and all other unpredictable events.

Intellectual Property means past, present and future copyrights, patents,

Right(s) registered designs, design rights, know-how or any other
proprietary or industrial right, which includes, without
limitation, any patents, trademarks, service marks, registered
designs, database rights, know-how, trade secrets,
Confidential Information, trade and business names and any
other similar protected rights in any country, whether
registered or unregistered, as well as applications for any of
these rights.

KYC refers to the term Know-Your-Customer.

KYC Process means the process put in place by the Company to carry out
a due diligence and verification of the Personal data provided
by Users in order to investigate the source of any Assets
used when benefitting from any of the Services offered by the
Company, especially but not only to ensure that there is no
infringement of the AML laws and any AML Policy applicable
to the Company and/or Affiliate.

Payment Tokens means tokens which are intended to be used, now or in the
future, as a means of payment for acquiring goods or
services or as a means of money or value transfer. Payment
Tokens do not give rise to claims on their issuer.

Parent company refers to YouHodler SA, Avenue du Théâtre 7, 1005,

Lausanne, Switzerland.

Personal Data means any information relating to an identified or identifiable

natural or legal person, an identifiable person is one who can
be identified, directly or indirectly, in particular by reference to
an identifier such as a name, an identification number,
location data, an online identifier or to one or more factors
specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that person.

Platform means the online platform which is available on the Website

and/or the Application where the Services are offered by the
Company.

Privacy Notice means the Privacy Notice of the Company available on the
Website.

Security Token(s) refers to the cryptographic tokens based on smart contracts

and/or DLT that provide the same legal structure to equities,
securities, bonds or derivatives. These tokens enable
underlying physical assets to be traded using distributed
ledger technology also fall into this category.

Service(s) means the service which is provided by the Company through

the operation of the Platform that is set out in Section 3 of the
Terms.

Stable coin(s) refers to Cryptocurrencies which have Fiat Currencies as

their underlying asset.

Third-Party(-ies) means any natural and/or legal person who is not the
Company Affiliates, a User or a Third-Party Service provider.

Third-Party Service means the entity which has been engaged or commissioned
Provider by the Company to carry out services on its behalf.
Time Limit means the expiration timeframe agreed between You and
Youhodler when using the MultiHODL service which shall
automatically close the trade position on the last day of the
timeframe.

User(s) means any natural person acting on his/her own behalf or any
natural person acting on behalf of a legal person who makes
use of the Platform which is available on the Website.

User Account means the personal account created upon Clients registration
with the Platform.

Utility Tokens means tokens which are intended to provide access digitally
to an application or service by means of a DLT infrastructure.

Website means the website of the Company and through which the
Platform is available.