Users Terms of Service

TERMS AND CONDITIONS FOR PARTICIPATING IN OPENCHRONO DIGITAL TWINS

PLEASE READ THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. NO REGULATOR HAS AUTHORISED OR APPROVED THESE TERMS, NOR DEALING IN DIGITAL TWINS. DEALING IN DIGITAL TWINS WILL EXPOSE YOU TO A RISK OF LOSS, FOR EXAMPLE IF THE VALUE OF A DIGITAL TWINS DROPS, AND SO YOUR CAPITAL IS AT RISK. YOU DO NOT BENEFIT FROM ANY STATUTORY COMPENSATION SCHEME IN RELATION TO DEALING IN THE DIGITAL TWINS. IF YOU HAVE NOT DEALT IN DIGITAL ASSETS BEFORE, WE SUGGEST THAT YOU SEEK APPROPRIATE ADVICE BEFORE PARTICIPATING IN DIGITAL TWINS.

IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT DEAL IN THE DIGITAL TWINS. BY DEALING IN THE DIGITAL TWINS, YOU ACKNOWLEDGE THAT YOU HAVE READ CAREFULLY AND ACCEPT THESE TERMS, INCLUDING THE SCHEDULES.

INTRODUCTION

These terms and conditions, together with any documents and policies referred to in them (these “Terms”) set out the agreement between you and OpenChrono UG, a company incorporated under the laws of Germany, whose registered office is Kud15 Gloria Berlin, Kurfürstendamm 15 / 10719 Berlin (“OpenChrono" “we”, “us”, “our”) in relation to your dealing in Digital Twins.

If you have any questions concerning these Terms, please contact [e-mail] . We recommend that you keep a copy of these Terms for future reference.

YOU AND WE AGREE AS FOLLOWS:

1. INTERPRETATION

1.1. In these Terms the following words and expressions have the following meanings unless inconsistent with the context:

“Applicable Law(s)”	means all laws, statutes, regulatory rules and regulations that apply to a Party in connection with these Terms from time to time;
“Asset(s)”	refers to the relevant watch represented by each Digital Twin;
“Authenticator”	refers to the person who provides Warranties in relation to each relevant Asset;
“Authenticator Agreement”	means the agreement entered into between OpenChrono and the Authenticator as relevant to each Asset;
“Company Parties”	means the OpenChrono Group as well as all past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns of any person within the OpenChrono Group;
“Data Protection Notice”	means our description of how we deal with your personal data, available athttps://openchrono.gitbook.io/openchrono/user-agreement/privacy-policy;
“Digital Twin”	refers to the digital asset which represents the relevant Asset;
“Force Majeure”	means any event arising from (i) war, civil war, revolution, insurrection, or civil strife arising there from, or any hostile act against a belligerent power; (ii) capture, seizure, arrest, restrain or detainment, arising from risks described in (i), an the consequences thereof or any attempt threat; (iii) derelict mines, torpedoes, bombs or other derelict weapons of war; (iv) ionizing radiation from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (v) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (vi) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force matter; (vii) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter; and (viii) other events beyond a party’s reasonable control;
“Party”, “Parties”	you and us as the parties to these Terms;
“Physical Loss”	means physical loss or damage to the Assets;
“Platform”	means the OpenChrono platform, available on the Website;
“OpenChrono Group”	means us as well as any holding company we have from time to time, and any subsidiary of such holding company from time to time;
“Third Party Provider”	means Malca-Amit, or such other provider(s) we use from time to time at our sole discretion in connection with the physical storage of Assets;
“Timepiece Passport”	means the record of (i) the Asset which the Digital Twin is linked to and (ii) certain information provided by the Authenticator, including the Warranties;
“Virus”	means any viruses, bugs, vulnerabilities, glitches, weaknesses, spyware, malware, adware or other harmful or deleterious programs, material, code and / or software;
“Wallet Provider”	refers to the third-party wallet provider you use to hold Digital Twins;
“Warranties”	refers to the warranties set out in the Authenticator Agreement that make certain representations in relation to the Asset(s); and
“Website”	means www.OpenChrono.io.

1.2. Headings are for convenience only and have no bearing on the interpretation of these Terms.

1.3. References to “you” or “your” is to any person who acquires Digital Twins from us pursuant to these Terms. References to “dealing in” or “deal in” are references to any participation in digital assets including buying, acquiring, accepting, holding, staking, selling, disposing of and / or otherwise making use of digital assets. Any phrase introduced by the term “include”, “includes”, “including”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

1.4. In these Terms unless the context otherwise requires: references to these Terms shall include the Schedules to them and references to Clauses, Sub-clauses and Schedules are to Clauses of, Sub-clauses of, and Schedules to these Terms; the singular includes the plural and vice versa; “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to any directive, statute, statutory instrument, laws or regulations shall be references to such directive, statute, statutory instrument, laws or regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force.

2. OUR SERVICES

2.1. Under these Terms, we provide the following services:

2.1.1. We arrange for an Authenticator to evaluate Assets and to provide the Warranties;

2.1.2. We enable you to acquire Digital Twins linked to Assets, and you may then deal with those Digital Twins; and

2.1.3. We enable you to redeem your Digital Twin(s) for the relevant Asset(s), as set-out in the relevant Timepiece Passport(s).

2.2. We do not:

2.2.1. Accept any obligation to ensure that a Digital Twin has any features or rights to any Asset other than as explicitly and specifically set out in the relevant Timepiece Passport.

2.2.2. Provide any investment advice in relation to any Digital Twin or Asset.

3. OPENCHRONO GROUP REPRESENTATIONS

3.1. We represent that:

3.1.1. we are duly established and validly existing under the laws of our domicile;

3.1.2. we will use reasonable skill and care to arrange for the storage of the Asset linked to the Digital Twin you hold and enable you to redeem your Asset in accordance with these Terms; and

3.1.3. we have the appropriate authority and full power to enter into these Terms and to perform our obligations as contemplated by these Terms.

3.2. We have the right, but not the obligation to:

3.2.1. assist you in bringing a claim against the Authenticator for breach of the Warranties set out Timepiece Passport, as well as to take any action reasonably beneficial for arranging for such claim to be dealt with;

3.2.2. pass on the benefit we may receive from directly bringing a claim against the Authenticator on your behalf, minus our costs incurred in connection with the claim; and

3.2.3. assist you in bringing a claim against the Third Party Provider in accordance with Clause 7.2.

4. CONDITIONS FOR DEALING IN THE DIGITAL TWINS

4.1. You may not deal in the Digital Twins if you are a person who is a resident of / citizen in / otherwise located in:

4.1.1. any country that prohibits dealing in Digital Twins, or otherwise requires you or us to have any form of license or approval which you or we do not have;

4.1.2. any country which would deem the Digital Twins securities, or otherwise which would require us to have a license which we do not have; or

4.1.3. any country or territory which appears on the sanctions lists of the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), the EU Consolidated Sanctions List, the United Nations Security Council (“UNSC”), Her Majesty’s Treasury (“HMT”) or any other relevant sanctions list.

4.2. By participating in these Terms, you acknowledge and accept that:

4.2.1. other than as set forth in these Terms, you are not relying upon any other representation or warranty by the Company Parties or any other person, written or otherwise, in determining whether to deal in Digital Twins;

4.2.2. these Terms and the Digital Twins are subject to the risks associated with this activity, including those set out at Schedule 1, and you expressly acknowledge and assume these risks, and the Company Parties are not liable should they materialise;

4.2.3. understand and accept that our Third Party Provider has a general lien on the Asset(s) which may be enforced to recover unpaid sums due under our agreement with them, and as such if you fail to pay us fees when due there is a risk that the Third Party Provider may exercise this lien as well as charge for the cost of enforcing such lien and recovering the relevant sums due. We are not liable for any loss as a consequence of the Third Party Provider exercising its lien in such circumstances, and you are liable for any costs we incur as a consequence of the lien being exercised;

4.2.4. the OpenChrono Group has not made and does not make any representations that you will be able to generate a return on your dealing in Digital Twins;

4.2.5. in order to comply with Applicable Law and our own risk management requirements, there may be further checks carried out on you as a condition of you redeeming your Digital Twin(s) for the relevant Asset(s), and you accept that your ability to redeem Digital Twin(s) for the relevant Asset(s) is subject to you passing any such checks;

4.2.6. these Terms do not constitute a prospectus, offering memorandum or private placement memorandum of any sort, and do not pertain in any way to be an initial public offering, other share/equity offering or any other kind of regulated offering; and

4.2.7. you are responsible for your storage of Digital Twins, including as regards complying with any requirements of any Wallet Provider you elect to use and for ensuring that the wallet you use to hold Digital Twins is compatible with the requirements of the Digital Twins.

4.3. We may, from time to time, include links to the sites of external Wallet Providers. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available, or that any wallet you acquire from them will be compatible for the requirements to hold any Digital Twins you may deal in. The fact that we include links to such external sites does not imply any endorsement of, or association with, them.

4.4. By dealing in Digital Twins, you covenant, represent and warrant that:

4.4.1. you are eligible under Applicable Law to agree to these Terms and deal in the Digital Twins, including:

4.4.1.1. if you are an individual, meeting any age, residency, legal capacity, competency and all other requirements; or

4.4.1.2. if you are a body corporate, being duly organised and validly existing under the laws of your jurisdiction, and having full power, authority and right to bind yourself to these Terms and to receive the Digital Twins including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations;

4.4.2. you are legally permitted to enter into these Terms and to deal in the Digital Twins and shall not deal in Digital Twins in any way prohibited under Applicable Law;

4.4.3. you have to your full satisfaction been furnished with any information that you may require relating to these Terms, the Assets, the Digital Twins and the Platform, and have reached your independent view regarding whether dealing in the Digital Twins is right for you;

4.4.4. you understand that these Terms and the Digital Twins are not intended to constitute a regulated investment nor the carrying on of a regulated activity;

4.4.5. you are comfortable that you have the necessary and relevant experience, knowledge and understanding regarding dealing in digital assets generally and the Digital Twins specifically, as well as Digital Twin storage mechanisms (such as Digital Twin wallets), including sufficient understanding of their risks, functionality, usage, storage, transmission mechanisms and the intricacies associated with them, to be able to competently deal in the Digital Twins;

4.4.6. you accept that the OpenChrono Group reserves the right to create new classes of digital assets and Digital Twins under separate brands and with features outside of the scope of these Terms. Nothing in these Terms shall entitle you to have any rights (of whatever nature) in relation to such digital assets / Digital Twins;

4.4.7. you accept that the Digital Twins are created and you obtain the Digital Twins on an “as is” basis and without any warranty in relation to merchantability or fitness for a particular purpose;

4.4.8. you have not received any advice from us regarding whether you should deal in Digital Twins and you are solely responsible for any evaluations, decisions and actions you make concerning these Terms and the Digital Twins;

4.4.9. you will not provide any lien, charge or other security interest in relation to these Terms and the Digital Twins where this could interfere with compliance with these Terms;

4.4.10. you understand, agree and accept that whilst the OpenChrono Group will make reasonable efforts to maintain the Platform, it is possible that such maintenance may fail and there may be times when you may not be able to access part or all of the Platform;

4.4.11. you will supply the OpenChrono Group with all information, documentation or copy documentation that the OpenChrono Group requires in order to provide you with the Digital Twins;

4.4.12. all information you will and have supplied to the OpenChrono Group is up to date, accurate and not misleading, and you will provide the OpenChrono Group with any additional information which the OpenChrono Group may reasonably require in order that the OpenChrono Group can fulfil its legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligations;

4.4.13. you accept responsibility for safekeeping your Digital Twins and for ensuring the security of the wallet you use to hold the Digital Twins, including any requisite private key(s) or other credentials necessary to access such wallet. If your private key(s) or other access credentials are lost, you may lose access to your Digital Twins and the relevant Assets, and you accept that the Company Parties are not responsible or liable for any such losses;

4.4.14. you are not acquiring Digital Twins for any use, intended use or purpose that may be in breach of Applicable Law, and your funds used to participate in this Agreement and acquire Digital Twins in no way come from illegal or unethical sources;

4.4.15. you waive any right you may have to participate in a class action lawsuit or a class wide arbitration against any Company Parties in relation to and in connection with these Terms;

4.4.16. you accept that, to the extent permitted by Applicable Law and provided we act in good faith, the Company Parties make no warranty whatsoever, either expressed or implied, regarding the future success of the Digital Twins, the Platform nor the OpenChrono Group;

4.4.17. you will not republish, redistribute or re-transmit any intellectual property provided in relation to the OpenChrono Group, the Platform, the Digital Twins, nor otherwise copy or store such intellectual property, other than for your use of the Digital Twins as permitted by the OpenChrono Group and as may occur incidentally in the normal course of such use;

4.4.18. you will not attempt to circumvent the security of or interfere with the proper working of the Platform, the Digital Twins, or any server on which it is / they are hosted, or otherwise introduce, or permit the introduction of, any Virus into any of the Platform or the Digital Twins; and

4.4.19. you accept that you bear sole responsibility for determining if your participation in these Terms and your dealing in the Digital Twins has tax implications and for complying with any obligations you have in relation to tax. Tax treatment depends on your individual circumstances and may be subject to change in the future. Please note that taxes and costs may exist that are not paid via us or are not imposed by us.

4.5. Any sale of Digital Twins by you to another person is subject to these Terms, and you accept that you are responsible for ensuring that any acquirer of Digital Twins is aware of the fact that in acquiring the Digital Twins from you they accept, are subject to and are bound by these Terms, which will be made publicly available on our Website. Any recipient of Digital Twins may not enjoy the benefit of those Digital Twins unless such person accepts to be bound by these Terms.

5. REDEMPTION OF THE DIGITAL TWINS

5.1. If you request us to redeem your Digital Twin(s) via the Platform then we will provide you with reasonable assistance to obtain delivery of the Assets from the Third-Party Provider. Once you have taken delivery of Assets from the Third-Party Provider, we shall no longer be responsible for them, rather you shall have full risk in them.

5.2. In order to make a redemption, you will need to provide us with:

5.2.1. All information we request to pass our security, due diligence and money laundering checks.

5.2.2. The information we need to arrange for delivery to you, including your contact detail and delivery address.

5.2.3. Our fees for delivery.

5.3. Where you make a request for a redemption, reasonable time must be given to us to make the Asset available to you and we shall not be responsible if we are unable to make the Assets available to you because of acts beyond our control, including as regards acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotion, or because of loss or destruction of Assets for which we are not liable.

5.4. Your redemption of Digital Twins may be subject to import duties and other taxes in the country of destination, and you are responsible for payment of these. Please note that we have no control over these charges and we cannot predict their amount.

5.5. The Asset may also be subject to seizure by the relevant customs or other authorities if there are any restrictions on the import of the Asset into that territory. We do not make any representations or guarantees in respect of whether you will be permitted to import an Asset into any territory. You are responsible for determining whether any restrictions on import are in place and applicable, and for complying with Applicable Laws of the country for which the Asset are destined. We do not accept liability for loss or damage to any Asset which is confiscated, seized or otherwise subject to local law restrictions in the country of destination or for non-compliance with Applicable Laws on importation. We recommend you seek local advice in the country of destination as appropriate prior to making a redemption.

6. OUR LIABILITY

6.1. Notwithstanding the rest of this clause 6, nothing in these Terms shall limit or exclude our liability for fraud, fraudulent misrepresentation, death or personal injury, or any other liability to the extent that it may not be limited or excluded by Applicable Law.

6.2. We shall not be liable for any Physical Loss of Assets. You may be able to pursue a claim against the Third-Party Provider where there is a Physical Loss of Assets. In such case, we may have a direct claim against the Third-Party Provider. If we, at our sole discretion, decide to bring a claim against the Third-Party Provider and that claim is successful, then we will pass the benefit we receive from such a claim to you, minus our costs (including reasonable admin fees) incurred in connection of the claim. In any event, the Third Party Provider has a maximum liability limit for Physical Loss of Assets of:

6.2.1. the value of the Asset as declared by us to the Third-Party Provider; or

6.2.2. where no value has been declared, the lesser of (i) the actual damage sustained (ii) the invoice value provided to the Third-Party Provider or (iii) if no invoice value 10,000 USD.

6.3. In the event that any Asset(s) do not meet the specification set out in the Timepiece Passport, we will provide you will reasonable assistance in determining how the damage occurred, as well as with exercising your rights under Clause 3.2 (in respect of the Authenticator) or Clause 6.2 (in respect of the Third-Party Provider). Please note that we do not, however, ourselves accept liability for loss caused by a third party (see Clause 6.4.6), and we reserve the right to charge you our costs incurred in providing you with assistance pursuant to this Clause 6.3.

6.4. We are not liable for any loss (of whatever nature and regardless of whether that loss is foreseeable and / or consequential) as a result of:

6.4.1. anything you accept under Clause 5 or which is otherwise not our responsibility;

6.4.2. one or more the risks set out at Schedule 1 materialising;

6.4.3. your breach of these Terms;

6.4.4. any action or inaction, or any issue with, any person other than us;

6.4.5. any issue you have with your storage of Digital Twins (and whilst we may refer to a particular Wallet Provider, you are responsible for making your own independent assessment of the suitability of the Wallet Provider, and we do not accept any responsibility or liability in respect of such);

6.4.6. any issue with or loss caused by any third party, including the Third-Party Provider and the Authenticator;

6.4.7. us exercising any of our rights under these Terms;

6.4.8. you sending payments for Digital Twins to the wrong person; and / or

6.4.9. events outside our reasonable control including any Force Majeure event.

6.5. We are in no event liable for any losses other than were caused directly and reasonably foreseeably by our gross negligence (and in no event shall we be liable for any indirect or consequential losses, nor for any loss of profit, revenue, contracts, data, goodwill or other similar losses).

6.6. To the extent that we may be deemed under Applicable Law to owe you any fiduciary duties or to be in a fiduciary relationship, we explicitly exclude and reject any such duties or relationship to the extent permitted by Applicable Law.

6.7. Although we will take all reasonable care to ensure all electronic communications and attachments we send you are free from any known Virus, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any Virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of the Digital Twins. You acknowledge and accept the risks inherent in communicating by email, particularly of its unauthorised interception and of it not reaching the intended recipient.

6.8. Our total liability for losses of whatever nature in relation to these Terms and any Digital Twins and Assets you deal in shall not exceed the fees paid by you to us in connection with them.

7. YOUR LIABILITY

7.1. You agree to indemnify the Company Parties for any losses that arise from or relate to:

7.1.1. any breach by you of any Applicable Law in your jurisdiction;

7.1.2. your breach of the rights of any person (including, but not limited to rights of privacy and intellectual property rights);

7.1.3. any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you; and

7.1.4. any loss resulting from your breach of these Terms.

7.2. Losses for the purposes of this Clause 7 include direct and indirect losses, as well as any costs and expenses (including legal fees) in relation to dealing with claims, demands and / or actions.

8. FEES

8.1. Our fees are set out in Schedule 2. Please note that it is possible that taxes or costs may exist in addition to those which we pay or impose, and you are responsible for paying these.

8.2. Our fees will be payable in accordance with the process set out at https://openchrono.gitbook.io/openchrono/product-tour/platform-fees.

8.3. Any amounts you owe for whatever reason under these Terms shall become due and payable immediately on termination of these Terms.

9. CANCELLATION AND REFUNDS

9.1. If you are a consumer residing within the UK or European Economic Area, and you have purchased Digital Twin(s) via our Platform (only – we do not provide cancellation rights if you buy Digital Twins from another Digital Twin holder), you can cancel that agreement to purchase the Digital Twin(s), without having to give any reason for doing so, during the period set out in Clause 9.2 below.

9.2. The period in which you may cancel your agreement with us under these Terms will expire after 14 days from the day that it was concluded. To exercise a cancellation right, you must inform us that you wish to cancel your agreement. You can inform us of your decision to cancel your agreement by post at ‘OpenChrono Ltd, Formal House, 60 St Georges Place, Cheltenham, Gloucestershire, GL50 3PN, England’, or by e-mailing us at [e-mail] . You may also use the model cancellation form, which is set out at Schedule 3, but it is not obligatory.

9.3. If you exercise your right to cancel your agreement with us under these Terms in accordance with this Clause 9, you must pay (i) our fees for minting the Digital Twin and (ii) the relevant costs we incur with our Third Party Provider up until the time you tell us that you have decided to cancel, and our fees in this case will be calculated on a pro rata basis in proportion to the period for which these services have been supplied. Any fees for services not yet provided shall be refunded to you by the method you used for payment (unless otherwise agreed).

9.4. You agree that refunds may be made in the digital asset which you paid for the Digital Twin(s), or the equivalent in pounds sterling. As the exchange rate of digital assets fluctuate frequently, the amount of any refund will be equivalent to the amount in pounds sterling received by us at the time that we exchanged the payment received from you into pounds sterling. Any refund amount shall exclude the amount of any commission or other fee we incur in converting between digital assets and fiat money. As such, you accept that the amount of any refund may be less than the amount originally paid for the relevant Digital Twin(s).

10. INFORMATION SHARING

10.1. Information on how we process your data is set out in our Fair Processing Notice, provided separately.

11. COMMENCEMENT AND TERMINATION

11.1. These Terms take effect and bind the Parties to them with effect from the date on which you accept these Terms or you start dealing in the Digital Twins (whichever is earlier) until the date you cease dealing in the Digital Twins.

11.2. We may terminate our agreement with you under these Terms:

11.2.1. by giving you 30 days’ notice; and / or

11.2.2. if you breach these Terms and either cannot remedy such a breach or fail to do so within 15 days of us requiring you to do so.

11.3. Each Party may terminate the agreement under these Terms by written notice to the other to take effect immediately if the other:

11.3.1. (is a body corporate) is unable to pay its debts as they fall due or a petition for winding up is presented or it shall go into liquidation (save for the purpose of amalgamation or reorganisation) or enters into an arrangement with its creditors generally or an administrator, an examiner or any equivalent has been appointed thereto or has a receiver appointed over all or any part of its assets or suffers any execution over such assets;

11.3.2. (is you and you are an individual) if you are unable to pay your debts as they fall due, or you are declared bankrupt, or a creditor issues a bankruptcy petition against you, you enter into an agreement with your creditors generally, a trustee in bankruptcy is appointed, or you die;

11.3.3. if required by a regulator or court of competent jurisdiction and / or by Applicable Law; and / or

11.3.4. if you do not agree with a change to these Terms, in accordance with Clause 12.

11.4. On termination:

11.4.1. you may redeem your Digital Twins for the relevant Assets in accordance with Clause 5;

11.4.2. if you do not redeem your Digital Twins for the relevant Assets within 3 months of the date termination takes effect, we reserve the right to sell them, at the price which according to us can be reasonably obtained at that moment. We will provide you with at least one month’s written notice that we are intending to sell Assets before selling them. We shall use the proceeds of the sale of Assets to pay any outstanding fees and other amounts owing to us as well as any costs associated with the sale, and after that point, reference to Assets shall refer to the remaining money amount which we will pass to you on redemption (minus any costs we incur transferring that outstanding amount to you).

11.4.3. if you do not redeem your Digital Twins for the relevant Assets within 18 months of the date termination takes effect, you shall lose all rights to the monies held which will then pass to us absolutely, and you shall receive nothing on the redemption of the relevant Digital Twins.

11.5. In the event that the agreement under which the Third Party Provider provides us services or the Authenticator Agreement is terminated, we reserve the right to appoint replacement persons to act as the Third Party Provider or the Authenticator or terminate these Terms with effect from the date of the termination of the Third Party Provider Agreement or Authenticator Agreement, in which case we shall seek to give you as much prior notice as reasonably practicable of the termination.

11.6. Termination of these Terms shall not affect the continued operation and enforcement of Clause 6 (Our Liability), Clause 7 (Your Liability), Clause 14 (Intellectual Property) and any other provision of these Terms which reflects an intention of the Parties that it should survive termination.

12. CHANGES TO THESE TERMS

12.1. We will give you reasonable notice of any changes to these Terms unless it is not practical or possible to do so, in which case we will tell you as soon as we can after the change takes effect. If we want to make a change which is to your advantage, we may do so for any reason. Otherwise, we may make changes to these Terms for example because of changes:

12.1.1. to our risk appetite;

12.1.2. to the technology and / or other systems we use;

12.1.3. to reflect the way in which we, or digital asset businesses generally, deliver Digital Twins;

12.1.4. to respond to changes to Applicable Law or because of a decision of an ombudsmen, court or regulator;

12.1.5. to ensure our Terms are consistent with the Digital Twins; and

12.1.6. to reflect changes to the costs we incur in providing our services.

12.2. We may also need to make changes for other justifiable reasons that impact on the way we run our business and provide Digital Twins and Assets. If we do, we will explain the reason for the change when we notify you about the change.

12.3. We will notify you of any changes by making a notification via X (formally twitter), and may in addition also announce changes via other social media channels such as telegram and discord. You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change, in which case we reserve the right to treat this as your termination of your agreement with us under these Terms with effect from the date on which the change would otherwise come into effect.

13. INTELLECTUAL PROPERTY

13.1. The Company Parties and their licensors (if any) are at all times the owners of all intellectual property relating to these Terms, the Digital Twins and the Platform, as well as any related software or information provided in relation to these Terms, the Digital Twins and the Platform (the “Intellectual Property”). Nothing in these Terms gives you any rights in respect of any Intellectual Property and you do not acquire any such rights by using or receiving these Terms, the Digital Twins, the Platform, or any other Intellectual Property provided in relation to such.

13.2. You shall not, except as may be allowed by Applicable Law which is incapable of exclusion by agreement between the Parties:

13.2.1. (except to the extent expressly permitted under these Terms) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any Intellectual Property;

13.2.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any Intellectual Property;

13.2.3. access all or any part of the Intellectual Property in order to build a product or service which competes with the Digital Twins and / or the activities of the OpenChrono Group;

13.2.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Intellectual Property available to, any third party; and / or

13.2.5. attempt to obtain, or assist third parties in obtaining, access to Intellectual Property other than as expressly permitted by these Terms.

13.3. Intellectual Property may contain code, commonly referred to as open-source software, which is distributed under any of the many known variations of open-source license terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open-Source Software”). To the extent that the Digital Twins us or contain any Open-Source Software, that element only is licensed to you under the relevant license terms of the applicable third-party licensor (“Open Source License Terms”) and not under these Terms, and you accept and agree to be bound by such Open Source License Terms.

14. COMMUNICATIONS

14.1. Communications between the Parties shall be in English. So long as we act in good faith, should we receive a communication which purports to be from you, we are entitled, but not obliged, to rely on and conclusively presume that such communication or instruction has been given by you.

14.2. You may contact us:

14.2.1. by email at [e-mail] ; and / or

14.2.2. personally, or by courier service to OpenChrono Ltd, Formal House, 60 St Georges Place, Cheltenham, Gloucestershire, GL50 3PN, England,

as such details may from time to time be amended from time to time by us.

14.3. Communications and notifications to you may be made using the latest details provided to us, and so long as we use these details you will be deemed to have receive the communication / notification.

14.4. We will treat any communication made using your contact details as being authorised by you, regardless of whether the person making the communication has actual authority to do so, and we do not accept liability for any loss (of whatever nature) caused by or as a consequence of so doing. It is therefore vital that you keep your contact details with us up to date and ensure that only persons who have the requisite authorisation to deal with us on your behalf have the ability to send us communications using your contact details.

14.5. Notwithstanding Clause 14.4, where we in good faith believe that a communication has not been authorised, we are entitled to not accept it, and we do not accept liability for any loss (of whatever nature) caused by or as a consequence of this.

14.6. You also must be vigilant when communicating to ensure you are actually communicating with us, as we do not accept any liability in the event that a third-party tricks you into communicating with someone other than us.

14.7. Communications:

14.7.1. by email will be deemed received on the earlier of the time at which it is accessed or 2 Business Days after receipt (except as regards email to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent);

14.7.2. by X (formally twitter) will be deemed received when tweeted;

14.7.3. if hand delivered will be deemed received when delivered; and

14.7.4. if delivered by courier will be deemed received when proof of receipt is provided by the courier.

15. COMPLIANCE

15.1. Neither of these Terms nor the Digital Twins, nor any information or publicity in relation to these, is intended to be provided to any person in any jurisdiction or territory where this activity would require a registration, approval or any other similar obligation to be completed. By accepting or dealing in the Digital Twins, you confirm that you are able to do so in accordance with these Terms and Applicable Law. It is your responsibility to take advice from local legal, tax and other advisers to ensure that your dealing in Digital Twins does not constitute a breach of Applicable Law as applicable to you. If you have any doubt about this, you confirm that you have obtained appropriate legal advice to confirm that it is the case.

Anti-money laundering and counter-terrorist financing requirements

15.2. You will at all times:

15.2.1. provide the OpenChrono Group with any information the OpenChrono Group may request for the purposes of verifying your identity (including if relevant that of your beneficial owners) and checks required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime and permit the OpenChrono Group to keep a record of such information. This includes completing any verification procedures and customer identity checks that the OpenChrono Group may require; and

15.2.2. authorise the OpenChrono Group to make any inquiries, whether directly or through third parties, that the OpenChrono Group considers necessary to verify your identity or to protect you and/or the OpenChrono Group against fraud or other financial crime, and to take any action the OpenChrono Group reasonably deems necessary based on the results of such inquiries.

15.3. You acknowledge that your access to Digital Twins and Assets may be altered, on an ongoing basis, as a result of the information provided under this Clause 11. You also acknowledge that in carrying out inquiries, your personal information may be disclosed by the OpenChrono Group to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.

Tax evasion

15.4. You will ensure that none of you, nor any person acting on your behalf, shall, by any act or omission, commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of a tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax, and tax includes duties and social security contributions.

Bribery

15.5. You will not, and will take reasonable steps to ensure that your agents and delegates will not, do any action or inaction which would constitute you or us committing any offence under any Applicable Law in relation to bribery, corruption or sanctions.

16. NOVATION

16.1. In the event that we appoint another entity within the OpenChrono Group to take over our rights and obligations under these Terms (the “New Entity”), we may transfer by way of novation our rights and obligations under these Terms to the New Entity and you consent to such novation. As soon as reasonably practicable following such novation, we shall notify you of the effective date of such novation. From such effective date, all references in these Terms to “OpenChrono”, the “Company”, “we”, “us”, or “our” shall be deemed to be references to the New Entity.

17. MISCELLANEOUS

Entire agreement and legal status

17.1. These Terms constitute the entire agreement between you and OpenChrono Group with respect to its subject matter and substitutes and supersedes any and all previous written or oral statements between you and OpenChrono Group. As such:

17.1.1. neither Party has entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out in these Terms;

17.1.2. the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into these Terms and which is expressly set out in these Terms will be for breach of contract; and

17.1.3. except as set out in these Terms, we do not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any information provided regarding the Digital Twins, Assets and the Platform, and, to the fullest extent permitted by Applicable Law, all implied warranties, conditions or other terms of any kind are excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on such information.

Waiver

17.2. No waiver of any part of these Terms by us shall be effective unless in writing and signed by us. No waiver of any provision in these Terms will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive our rights hereunder at any time to enforce strict compliance thereafter with every term and condition of these Terms.

17.3. No other document or communication may modify or add any additional obligations or covenants on us beyond those set forth in these Terms, unless we clearly, specifically and explicitly state otherwise in that document.

Delegation and assignment

17.4. We may at our sole discretion, assign our rights and/or delegate our duties under these Terms and engage subcontractors to perform obligations on our behalf, so long as we take due skill and care in selecting and overseeing our delegees.

17.5. You may not assign, transfer, delegate, charge or create third party interests over any of your rights or responsibilities in relation to these Terms or the Digital Twins, nor may you agree to do any of the same, if such impacts your ability to meet your obligations to us under these Terms.

Illegality and severability

17.6. Each of the provisions of these Terms are separate, severable and enforceable. If any portion of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, in whole or in part, such provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect. Also, the Parties shall negotiate in good faith to agree a replacement for the ineffective provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Partnership

17.7. Dealing in Digital Twins does not create any form of partnership, joint venture or any other similar relationship between the Parties, and we do not owe you any resulting fiduciary duties. Nothing in these Terms is intended to authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name of or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third parties

17.8. This clause is subject to Clause 17 and the Parties intend that persons within the OpenChrono Group shall have the right to enforce any rights granted to them under these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "1999 Act"). Save as aforesaid, the Parties do not intend that the provisions of these Terms shall be enforceable by virtue of the 1999 Act or otherwise by any person not a Party to it. Notwithstanding this Clause 17.8, the consent any third party is not required for any variation (including any release or compromise of any liability) or termination of these Terms.

Jurisdiction

17.9. If you are a consumer, please note that these Terms, their subject matter, the Digital Twins and any dispute or claim arising out of or in connection with them shall be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, its subject matter, and the Digital Twins. However, nothing in these Terms will override any mandatory laws of the country in which you have your usual place of residence or limit your legal rights to bring actions against us or to require proceedings take place in the country in which you have your usual place of residence.

17.10. If you are a business, these Terms, their subject matter, the Digital Twins and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim (including non-contractual disputes or claims).

1. SCHEDULE ‎1

Certain Risks Relating to the Digital Twins

Dealing in digital assets involves a high degree of risk, and, therefore, should be undertaken only if you are capable of evaluating the risks involved and able to bear the risks of a complete loss of all capital used to deal in them. Digital Twins are linked to physical items, which may help reduce some of the risks of this type of digital asset (as in theory they should hold the value of the linked physical item, however this does not mean that they are without risk). You should carefully consider the risks described below before dealing in Digital Twins. It should be noted that the list of risk factors below is not intended to be exhaustive.

Important Note: As noted elsewhere in these Terms, the Digital Twins are not being structured or sold as securities nor any other form of regulated investment product. Accordingly, there has not been any consideration as to whether Digital Twins are a suitable or an appropriate thing for you to acquire. We expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Schedule 1, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.

By participating in these Terms, or by otherwise accepting, holding and / or using Digital Twins, you expressly acknowledge and assume the following risks, and the OpenChrono Group shall not be liable should they materialise:

1. Risk of losing access to Digital Twins due to actions of third parties, loss of private key(s) or seed phrases or loss of wallet(s)

A private key, or a combination of private keys, is necessary to deal in Digital Twins. Accordingly, loss of requisite private key(s) associated with your Digital Twins will result in loss of such Digital Twins. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Digital Twins (and you may not be able to get them back). Additionally, a third-party may also deliberately or accidentally cause you to sign a transaction which has the effect of executing code enabling the misappropriation of your Digital Twins (and you may not be able to get them back).

You are responsible for ensuring that you properly store your Digital Twins. Any errors or malfunctions caused by or otherwise related to the wallet you us to receive and store Digital Twins, including your own failure to properly maintain or use such wallet as provided by the Wallet Provider, may result in your loss of your Digital Twins.

2. Regulatory risks

Regulation of digital assets such as the Digital Twins, as well as blockchain technologies, and digital asset exchanges is currently underdeveloped and likely to rapidly evolve. Regulation varies significantly between different jurisdictions and is subject to significant uncertainty. Regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact the development, operations and growth of the Platform and the adoption and utility of Digital Twins. Failure by the OpenChrono Group or the Platform to comply with any Applicable Laws, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines, which could have an adverse effect on the development, launch and/or operations of the Platform and the development and eventual value of Digital Twins.

If an entity within the OpenChrono Group is required to obtain a license, there is a risk that that entity may not be able to obtain it, either within a reasonable time period or at all, and the consequence of this will accordingly be to restrict the OpenChrono Group’s business and ability to issue Digital Twins.

3. Risks associated with the blockchain protocol

Because Digital Twins and the Platform are based on blockchain protocols, any malfunction, breakdown or abandonment of a blockchain protocol may have a material adverse effect on the Digital Twins and / or Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Digital Twins and / or the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain protocol.

4. Risk of hacking and software and security weaknesses

Hackers or other malicious groups or organisations may attempt to interfere with Digital Twins or Platform in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, as well as attacks which overpower the consensus-based mechanism on which the blockchain in built and attacks which interfere with or otherwise cause nodes to malfunction (nodes are computers / hardware devices that help maintain the blockchain). There is also an inherent risk that the software and related technologies and theories we use could contain Viruses. Viruses could cause, inter alia, complete loss of Digital Twins, or could negatively affect the Platform.

5. Risks associated with uncertain regulations and enforcement actions

The regulatory status of the Digital Twins and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Digital Twins. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Digital Twins. Regulatory actions could negatively impact the Platform and the Digital Twins in various ways, including, for purposes of illustration only, through a determination that Digital Twins are a regulated financial instrument that require registration or licensing. The OpenChrono Group may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

6. Liquidity risk

There is presently no established trading market for the Digital Twins. The OpenChrono Group can provide no assurance that any third-party exchanges will accept any attempted listing of the Digital Twins or maintain the listing if accepted, or that any trading market will be successfully developed or launched. Moreover, even if such a market is established, any such trading market may not be widely adopted, may have limited users, and could be subject to significant competition. As a result, the OpenChrono Group can provide no assurance as to the liquidity of the Digital Twins on any such market, and the value of the Digital Twins over time may experience extreme volatility or depreciate in full (noting that the Digital Twins may still be redeemable for the relevant Asset).

7. The prices of digital assets are extremely volatile

Fluctuations in the price of digital assets could materially and adversely affect the OpenChrono Group’s business and the Platform, and the Digital Twins may also be subject to significant price volatility. The prices of digital assets have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Digital Twins may also be highly volatile.

Several factors may influence the market price, if any, of the Digital Twins, including, but not limited to: (i) the ability (if any) of the Digital Twins to trade on a secondary market; (ii) global digital asset and token supply; (iii) global digital asset and token demand; (iv) general expectations with respect to the rate of inflation, interest rates and exchange rates; (v) changes in the software, software requirements or hardware requirements underlying digital assets; (vi) interruptions in service from or failures of digital asset and token exchanges on which digital assets are traded; (vii) investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in Digital Twins or other digital assets; (viii) monetary policies of governments, trade restrictions, currency devaluations and revaluations; (ix) regulatory measures, if any, that affect the use of digital assets and changes in Applicable Law; (x) global or regional political, economic or financial events and situations; and (xi) expectations among digital asset participants that the value of Digital Twins or other digital assets will soon change.

A decrease in the price of a single digital asset may cause volatility in the entire digital asset and token industry and may affect other digital assets including the Digital Twins. For example, a security breach that affects purchaser or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of the Digital Twins and other digital assets to fluctuate. Such volatility in the price of the Digital Twins may result in significant loss over a short period of time.

8. Digital Twins may not be classified as unregulated Digital Twins

Although we intend for the Digital Twins to be classified as unregulated Digital Twins, the regulatory position of digital assets is subject to change. This may, at a later date, cause us to classify the Digital Twins as a regulated investment, in which case the Digital Twins may be subject to restrictions on resale and transfer.

9. General economic risks

Please be aware that the value of the Digital Twins can fall as well as rise. If you buy Digital Twins, you may not get back the full amount you spent on the Digital Twins, or anything at all. The past performance of other digital assets is not necessarily a guide to the future performance of Digital Twins.

10. Unanticipated risks

Digital assets such as the Digital Twins are a relatively new and untested technology. In addition to the risks included in this Schedule ‎1, there are other risks associated with your acceptance, holding and use of Digital Twins, including those that we cannot reasonably foresee.

Additional risks may also materialise as unanticipated variations or combinations of the risks discussed above in this Schedule 1.

2. SCHEDULE 2 - Fees

Storage Fee:	https://openchrono.gitbook.io/openchrono/product-tour/platform-fees
Digital Twin Fee:	https://openchrono.gitbook.io/openchrono/product-tour/platform-fees
Redemption Fee	https://openchrono.gitbook.io/openchrono/logistics-and-legal/last-mile-delivery

All fees are inclusive of any applicable tax.

3. SCHEDULE 3 - Cancellation Form

To OpenChrono UG:

Address: OpenChrono UG, Kud15 Gloria Berlin, Kurfürstendamm 15, 10719 Berlin.

Email: [e-mail]

I/We [. ] hereby give notice that I/We [. ] cancel my/our [. ] contract of sale of the following services :

Ordered on [. ] :

Name of consumer(s) :

Address of consumer(s) :

Signature of consumer(s) (only if this form is notified on paper) :

Date :

[*] Delete as appropriate.