User Agreement

TokenUP Wallet (hereinafter referred to as “TokenUp” or "we") operates the Platform (as defined below) and provides Services (as defined below). This Agreement constitutes a legally binding agreement between TokenUp Wallet and you (hereinafter referred to as "you" or "user") and governs your access to the Platform and use of Services. Any additional terms, conditions, limitations, disclaimers and obligations contained within and on the Platform are incorporated in to this Agreement by reference.

TokenUp Wallet hereby reminds you that before accessing the Platform or using the Services, you should read this Agreement carefully. When you access the Platform, use the Services, download the TokenUp Wallet software and/or create or import a wallet, it is deemed that you have read and fully accepted all the terms of this Agreement, as updated and amended from time to time, and sought independent legal advice where necessary which will take effect immediately and be binding on both parties.

If you do not agree with this Agreement, please leave the Platform and cease using our Services immediately. Your continued access the Platform and use of Services will be deemed to accept this Agreement.

1. Eligibility

To be eligible to use the Services provided by TokenUp Wallet, you must:

1.1 be an individual or corporation with full power and capacity;

1.2 not be below the age of 18;

1.3 not be accessing the Service in a jurisdiction were such Services are not permitted, restricted or illegal ;

1.4 not be prohibited, restricted, unauthorized or ineligible to use the Services in any form or by any means (in whole or in part) as a result of this Agreement, legal or regulatory requirements, including a person who is included in any trade embargoes or economic sanctions or terrorist list such as OFAC, the denied persons or entity list of the U.S. Department of Commerce, or a person who is located, a citizen of, or a resident of a country listed below:

• Crimea, Donetsk and Luhansk of Ukraine
• Cuba
• Iran
• North Korea
• Sudan
• Syria
• Iraq
• Libya
• Yemen
• Afghanistan
• Central African Rep
• Congo, the Democratic Republic
• Guinea Bissau
• Haiti
• Lebanon
• Somalia
• South Sudan
• The United States
• The U.S. Territories (Puerto Rico, Guam, U.S. Virgin Islands, American Samoa and Northern Mariana Islands)
• The U.S. Minor Outlying Islands (Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, Wake Island)

2. Service

2.1 Create or import a wallet. You can use TokenUp Wallet to generate a new wallet or import a compatible wallet generated by other wallet tools of the relevant blockchain system for Supported Digital Tokens (as defined in this Agreement).

2.2 Transfer and collection. You can use the transfer and collection functions of TokenUp Wallet to manage Supported Digital Tokens by using the Private Key to perform electronic signatures and modify the ledger of the relevant blockchain. Transfer means that the payer uses the payee's blockchain address to perform transfer operations, and the actual transfer and collection behaviors take place in the relevant blockchain system, not TokenUp Wallet.

2.3 Storage and Management of Tokens. You can manage Supported Digital Tokens in a secure manner.

2.4 Manage digital assets. You can use TokenUp Wallet to add, keep and remove Supported Digital Tokens.

2.5 Browse DApps. Through the link on TokenUp Wallet, you can be redirected to the DApp and use the services provided by the DApp (including the TokenUp Wallet's own DApp and third-party DApps).

2.6 Transaction records. We may copy all or part of your transaction records through the blockchain system. However, the transaction records are subject to the records of the blockchain system.

2.7 Token swap. Users can swap Supported Digital Tokens with third-party smart contracts or third-party DEXs. TokenUp Wallet is used as an interface tool to help users interact with third parties and display the corresponding results of the digital token swap. You acknowledge and agree that: (i) swap may be a Third-party Service performed by a third-party service provider; (ii) TokenUp Wallet is not responsible for your use of Third-party Services and shall have no liability whatsoever in connection with your use of such Third-party Services, including but not limited to fees charged by third party service provider or transaction disputes.

2.8 Private Key sharing service: Our in-house developed algorithm enables you to generate three (3) key shares from your Private Key. When transactions need to be signed, the signature of the original Private Key will be computed from all of the key shares which make up the Private Key by running it through our multi-party computation protocol.

2.9 Private Key share storage service: The key shares will be stored separately. One key share will be bound to the user's centralized email account, and the other will be bound to the user's mobile phone device and stored locally in the client, which you will have sole access to and control over (“User Key Share”). The final key share will be backed up using your iCloud or Google Drive. You are solely responsible for the safekeeping of the User Key Share (and relevant secret mnemonic phrase), which will not be stored or accessible by us at any point in time. We will not be able to recover your Private Key if you have lost or lost access to your User Key Share or secret mnemonic phrase securing your user key.

2.10 Other services: any other services as provided by TokenUp Wallet from time to time.

(each a "Service" and collectively the "Services")

2.11 We may update the Services from time to time at our sole discretion. This means that we may make any change, replace, or discontinue (temporarily or permanently) our partial or all of the Services at any time for any reason with or without notice.

2.12 Staking Service: If you access or use the staking service, a third party may stake certain digital assets on your behalf, acting as a transaction validator on the applicable blockchain network. If a block of transactions is successfully validated, a reward is granted by that network. You acknowledge and agree that we are not responsible for your use of the staking service and shall have no liability whatsoever in connection with such service.

2.13 It is understood and acknowledged that TokenUp Wallet who provides decentralized Services does not provide the following services:

(a) store Private Key and mnemonics;

(b) retrieve the user's Private Key and/or mnemonics;

(c) freeze or Restore TokenUp Wallet;

(d) report the loss of the TokenUp Wallet;

(e) reverse any transaction;

(f) any other services outside the scope of Services.

3. Your rights and obligations

Create or import a wallet

3.1Create or import a wallet: You have the right to create and/or import a wallet, to set the wallet password and other information of the wallet, and to use your own wallet through the TokenUp Wallet application. Transactions such as transferring and receiving money are carried out on the blockchain.

3.2 We may develop different software versions for different terminal devices, you should choose to download the appropriate version for installation according to your actual needs. We provides the TokenUp Wallet and the Services on an "as is" and "as available" basis. If you obtain this software or an installation program with the same name as this software from a third party that is not legally authorized, we shall have no liability whatsoever in connection with your use of such software.

3.3 After a new version of this software is released, the old version of the software may not be available. TokenUp Wallet does not guarantee the security, continued availability and corresponding customer service of older versions of the software. You are responsible for checking and downloading the latest version.

Usage

3.4 Users are responsible for taking appropriate action to keep their mobile devices, wallet passwords, Private Keys, mnemonics, and other information safe and secure. TokenUp Wallet is not responsible for keeping the above information for users. You shall bear all risks, responsibilities, losses and expenses caused by your loss in connection with this section.

3.5 The Services provided by TokenUp Wallet do not include all existing digital tokens. Our Services are only available in connection with Supported Digital Tokens. You shall not use or operate any digital tokens that TokenUp Wallet does not support. We assume no liability in connection with any attempt to use tokens other than Supported Digital Token.

3.6 User shall be solely responsible for the mistake made in the transaction such as entering the wrong transfer address, or wrongly amount.

3.7 You agree to pay TokenUp Wallet the service fees (if any) in a timely manner, otherwise we are entitled to suspend the Services.

3.8 You acknowledge and agree that some of the services are Third-party Services performed by third-party service providers and governed by separate terms, TokenUp Wallet is not responsible for your use of Third-party Services and shall have no liability whatsoever in connection with your use of such Third-party Services. Before accepting such services or conducting transactions on third-party DApps, you should judge and evaluate whether there are risks in the services or transactions, make rational decisions and independently assume the corresponding risks.

3.9 You acknowledge and agree that at all time when operating on TokenUp Wallet or using DApps on TokenUp Wallet to conduct transactions, you should follow the requirements of relevant laws, acts and regulations.

3.10 We may suspend the provision of the Services at any time without prior notice to you and will not be liable for any losses arising in the event of a suspension when:

(a) business interruption due to technical reasons such as equipment, blockchain maintenance, upgrades, failures, and communication interruptions;

(b) force majeure factors including, but not limited to typhoons, earthquakes, tsunamis, floods, power outages, wars or terrorist attacks, viruses, Trojan horses, hacker attacks, system instability, government actions, where the TokenUp Wallet's system cannot provide services;

(c) we reasonably believe that the provision of the Services involves legal, regulatory or business risks;

(d) or other circumstances that we deem necessary to suspend the provision of Services at our sole discretion.

3.11 We may unilaterally suspend, cancel or terminate your use of partial or all of the Services and will not be liable for any losses arising in the event of a suspension of service when:

(a) the user deceases;

(b) you have breached or alleged breach any of your undertakings or obligations in this Agreement or any of representations or warranties you made turn out to be false, misleading, inaccurate or incomplete

(c) we determine that your conduct in the use of the Services is illegal or in any way hurts the reputation or goodwill of TokenUp Wallet or its affiliates including but not limited to the following types of misconduct:

(i) stealing other people's wallet information;

(ii) providing false information when filling in personal information;

(iii) not accepting the forced update initiated by us for improving the function of the Services;

(iv) any illegal or criminal activities such as money laundering or terrorist financing;

(v) falsely claiming to be a staff member or manager of the TokenUp Wallet;

(vi) attack, invade, alter or in any other way threaten the normal operation of our computer system;

(vii) using TokenUp Wallet to promote scams;

(viii) spreading rumors and damaging the goodwill of TokenUp Wallet and affiliates; or

(ix) other circumstances that we deem necessary to suspend, cancel or terminate the provision of Services at our sole discretion.

Transfer

3.12You acknowledge that based on the "irreversible" nature of transactions in the blockchain system, we are unable to suspend or revoke operations such as transfer transactions for you. You are responsible for any associated loss and liability.

3.13You acknowledge that when using the Services, the following situations may result in a transfer "transaction failure" or "packaging timeout" and you shall be solely responsible for any losses arising including but not limited to:

(a) insufficient wallet balance or miner fees;

(b) the blockchain failing to execute the contract code;

(c) exceeding the payment limit stipulated by regulatory authorities, TokenUp Wallet or laws and regulations;

(d) technical failure of network, equipment, etc.;

(e) transactions are abandoned due to block chain network congestion, failures, etc.;

(f) Your address or counterparty address is identified as a special address, such as high-risk address, exchange address, ICO address, Token address, etc.

3.14TokenUp Wallet only provides you with transfer tools. After you use TokenUp Wallet to complete the transfer, we have completed the Services. TokenUp Wallet is not responsible for disputes outside the scope of its Services.

3.15TokenUp Wallet will send you notifications in the form of announcements, pop-up prompts or client notifications, for example, to notify you of transaction progress, or to prompt you to perform related operations. Please promptly pay attention to them and take appropriate actions.

3.16You acknowledge and agree that due to the unstable environment and network status you are in, if your transfer operation is not completed, the relevant blockchain may still charge fees and it’s your responsibility to settle the fee.

3.17You are responsible for paying all taxable and other expenses incurred as a result of your transactions on TokenUp Wallet.

4. Prohibited Actions

4.1You shall not grant permission to any third party to use or access your wallet. You are fully responsible for all acts or omissions of any third party user with access to your wallet. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Platform and/or information. In the event of such unauthorised access or use, you shall notify TokenUp Wallet promptly.

4.2You agree that you will not undertaking any of the following, nor use TokenUp Wallet or the Services for any illegal purpose or illegal manner, such as:

(a) breaches or attempt to breach the terms of this Agreement;

(b) breaches any laws or regulations;

(c) engage in any illegal, fraudulent or criminal activities, including but not limited to money laundering, terrorist financing or illegal fundraising;

(d) use any automated programs, software, engines, web crawlers, web analysis tools, data mining tools or similar tools to access the TokenUp Wallet's services, collect or process the content provided by the TokenUp Wallet, interfere or attempt to interfere with any user or any access to the Services in other ways;

(e) provide gambling information or induce others to participate in gambling in any way;

(f) invade others' TokenUp Wallet to steal digital tokens;

(g) engage in any acts that infringe or may infringe the Service system and data; or

(h) other illegal and inappropriate behaviors that TokenUp Wallet has justifiable reasons for.

5. Airdrop

By participating in the Airdrop, the participant expressly acknowledges and assumes all risk related thereto. The participants also agree and acknowledge that:

5.1You represent and warrant that all information provided during the Airdrop process is true, accurate, and complete. You agree and acknowledge that TokenUp Wallet reserves the right to require additional information from you and to share such information with affiliated third party service providers as TokenUp Wallet deems appropriate in its sole discretion. You agree and acknowledge that TokenUp Wallet is not responsible and cannot be held liable for any losses, expenses, or delays resulting from inaccurate or incomplete information, and you agree to assume full responsibility for any and all risks associated therewith.

5.2Your participation in the Airdrop and receipt of tokens are not prohibited by applicable law. You will not use a virtual private network or similar tool to circumvent any geo-blocking and/or other restrictions that we have implemented in connection with the Airdrop. Any such deliberate circumvention, or attempted circumvention, of our controls may permanently disqualify you from participation in the Airdrop, as determined in our discretion.

5.3You are solely responsible and liable for all taxes due in connection with your participation in the Airdrop; and you should consult a tax advisor with respect to the tax treatment of Airdrop in your jurisdiction.

5.4Your eligibility to receive Airdrop tokens or participate in the Airdrop is subject to our sole discretion or an set out in any airdrop announcement, or notification to you in writing. Participants must follow the instructions set forth in any Airdrop announcement and/or such other instructions as may be provided by TokenUp Wallet from time to time.

5.5Your participation in the Airdrop is at your own risk. You are solely responsible for participating in the Airdrop and, if applicable, for all activities that occur on or through your participation.

6. Indemnity

You shall indemnify and hold harmless us from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Loss” or “Losses”), arising out of or in any way connected with:

6.1your access to the Platform or use of Services;

6.2your breach or alleged breach of this Agreement or any other relevant agreements;

6.3your contravention of any applicable laws and regulations; and

6.4your violation of any right of third party.

7. Disclaimer and Limitation of Liability

7.1TokenUp Wallet is only responsible for the obligations set out in this Agreement. In no event will TokenUp Wallet or any its affiliates be responsible or liable to you for any Losses, damages, or costs arising out of or in connection with this Agreement.

7.2TokenUp Wallet provides the Services on an “as is” and “as available” basis and expressly disclaims, and you waive, any and all warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement of warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, we do not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components. The defects on the Platform will not aggravate the responsibility or duty of care of TokenUp Wallet.

7.3 TokenUp Wallet cannot control the quality, safety or legality of Third-Party Services, the authenticity or accuracy of the information provided by third party. Any transactions taking place between you and any third party service provider are committed at your own risk.

7.4TokenUp Wallet can only provide the Services in accordance with this Agreement. We are not responsible for the failure to provide the Services due to the following reasons:

(a) TokenUp Wallet system shut down for maintenance or upgrade;

(b) force majeure incidents;

(c) you use of the Services improperly or without authorization or approval of TokenUp Wallet, not in compliance with this Agreement or instructions from TokenUp Wallet;

(d) due to viruses, bugs, Trojan horses, malicious program or harmful code attacks, network congestion, system instability, system or equipment failures, communication failures, power failures, bank and other reasons or government actions;

(e) loss of digital tokens due to users losing mobile devices, deleting and not backing up TokenUp Wallet, deleting and not backing up wallets, wallet theft or forgetting wallet passwords, Private Keys, mnemonics, and keystore.

(f) loss of digital tokens caused by the user discloses the wallet password, Private Key, mnemonic, keystore, or borrows, transfers or authorizes others to use their own mobile device or TokenUp Wallet, or fails to download the TokenUp Wallet application or other unsafe wallet through the official channels of ours;

(g) loss of digital tokens due to user misoperation (including but not limited to your input of the wrong transfer address, the problem of your own choice of transfer node server, caused by users not understanding the nature of blockchain technology);

(h) due to any time lag or instability of the blockchain;

(i) Any other reasons as determined by the TokenUp Wallet to suspend the Services which is out of our control.

8. Intellectual Property

Intellectual Property right

8.1 TokenUp Wallet is an application developed and owned by us. The intellectual property rights of any content displayed in TokenUp Wallet (including this Agreement, announcements, articles, videos, audios, pictures, files, information, materials, trademarks or logos) are owned by us or third-party rights holders. Without the prior written consent of us or third-party rights holders, no one may use, modify, decompile, reproduce, publicly transmit, change, distribute, publish or publicly publish the above-mentioned applications and contents.

8.2TokenUp Wallet reserves all rights under this Agreement. If you download or print a copy of the Agreement for your own personal use, you must retain all trademark, copyright and other proprietary notices contained in and on the Agreement

8.3You agree that TokenUp Wallet will be entitled to all legal and equitable remedies otherwise available to it to protect the intellectual property rights and those of its licensors including, without limitation, the right to seek and obtain injunctive relief and enforce the same against you.

License

8.4TokenUp Wallet grants each user a non-exclusive and limited license to use the object code version of the TokenUp Wallet software for non-commercial purposes. Each User may make a single copy of the TokenUp Wallet software in object code form for archival or backup purposes. Users are prohibited from reverse engineering, decompiling or disassembling the App or attempting to gain access to the source code of the App except and only to the extent that it is expressly permitted by applicable law.

8.5User is prohibited from transferring or assigning this Agreement and/or any rights or obligations hereunder without the prior written consent of TokenUp Wallet.

8.6Your rights under this Agreement will automatically terminate if you breach any of your obligations under this Agreement.

8.7Promptly after such termination of this Agreement, you will destroy all copies of the TokenUp Wallet software and uninstall it from your device.

8.8All rights not expressly granted are reserved.

9. No Waiver

Any failure by TokenUp Wallet to exercise any of its rights, powers, or remedies under this Agreement, or under other relevant agreement or law, does not constitute a waiver of any such right, power or remedy.

10. Definition

10.1 Agreement:means this TokenUp Wallet Terms of Use.

10.2 Claim:means any dispute, claim difference or controversy between you and TokenUp Wallet arising out of, or relating in any way to:

(a) This Agreement or relevant agreements, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity;

(b) your relationship with TokenUp Wallet as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement);

(c) any non-contractual obligations arising out of or relating to this Agreement, or your relationship with TokenUp Wallet.

10.3 Loss or Losses:has the meaning given in Section 6.

10.4 Platform:means the TokenUp Wallet website and application(s).

10.5 Private Key:means the key composed of 256 random characters and is the core of the user's possession and use of digital tokens.

10.6 Public Key:means the Private Key generated by one-way derivation with the help of cryptographic principles, and is used to generate the blockchain digital wallet address, which is the public payment address.

10.7 Service:has the meaning given in Section 2.

10.8 Supported Digital Tokens:Our Services are only available in connection with Supported Digital Tokens, which may change from time to time.

10.9 Third-party Services:means the products and services provided by third-party DApps, third-party DeFi, third-party smart contracts, third-party open source protocols, third-party web pages, third-party hardware wallets, third-party online web wallets and third-party exchanges.

10.10 User Key Share:has the meaning given in Section 2.9.

11. Risk Warning

11.1The market data function provided by TokenUp Wallet is only a search result of capturing the exchange rate information of digital tokens of some exchanges, and does not represent the latest information or the best quotation.

11.2When using the Services, if you or your counterparty fail to comply with this Agreement or the operation tips and rules in the relevant Platform descriptions, transactions, and payment pages, TokenUp Wallet does not guarantee that the transaction will be successfully completed and does not liable to you for any losses or damages, or arising out of or in connection with such failure.

11.3During the transaction process, you should judge by yourself whether the other party is a person with full civil capacity and decide whether to conduct transactions with the other party or transfer money to the other party, etc., and you shall bear all the risks related to this.

11.4During the transfer process, if there is a similar abnormal message such as "transaction failure", "packaging timeout", etc., you should re-confirm through the official channels of the relevant blockchain or other blockchain query tools to ensure that the transaction fails. Avoid repeated transfers; otherwise, all losses and expenses arising therefrom shall be borne by you.

11.5We recommend that you make a safe backup of your wallet's password, Private Key (defined below), and mnemonics when creating or importing a wallet. We recommend you not to use the following backup methods: screenshots, emails, notepads, text messages and other electronic backup methods. We recommend that you transcribe information such as mnemonics on a paper notepad, and you can also store electronic data in a password manager.

11.6We recommend that you use TokenUp Wallet in a safe network environment to ensure that your mobile device is not jail-broken or attacked to avoid possible security risks.

11.7In the process of using our Services, beware of frauds or notices from non-official sources of TokenUp Wallet. We encourage you to notify us as soon as you discover such behavior.

11.8There is a risk that the mnemonic phrase associated with the User Key Share may be lost or stolen by nefarious hackers which may result in you losing access to the digital assets stored at such associated blockchain addresses. TokenUp Wallet is not responsible for any losses arising from such an occurrence.

11.9Please note that TokenUp Wallet does not provide legal, tax or investment advice and other services. You should seek advice from legal, tax, and investment professionals, and we are not responsible for any investment loss, data loss, etc. you suffer while using our services.

11.10You fully understand below risks and agree you access the Platform and Services at your own risk:

(a) value loss: digital assets, including the tokens, can completely lose all market value such as the tokens ceasing to have any utility.

(b) market liquidity & volatility risks: There is no prior market for and there may not be an active or liquid market for digital assets. Even if the digital assets are traded on the secondary market, there may be insufficient buyers or sellers. The value of the digital assets could be subject of price volatility.

(c) regulatory risks: the laws, regulations and directives governing distributed ledger technologies, cryptographic tokens, and digital assets are uncertain, and regulations or policies may materially adversely affect the digital asset economy.

(d) risks associated with taxation: The tax treatment toward digital assets are uncertain and there may be adverse tax consequences upon certain future events.

(e) risks associated with negative publicity: negative publicity, whether or not justified, may materially and adversely affect the adoption, market perception and/or price of the crypto assets.

(f) technology risks: There are unanticipated risks arising from the technology supporting digital assets and there may be weaknesses, vulnerabilities or bugs in the distributed networks, protocols, systems, and smart contracts in connection with the digital assets, which may result in a total loss of digital assets arising from theft, cyber-attacks, exploits, malfunctions, misuse or other factors.

(g) risks associated with consensus mechanisms of blockchains and distributed networks: distributed networks and blockchains utilise various consensus mechanisms (including ‘proof-of-work’, ‘proof-of-stake’, a variation thereof, or other consensus mechanisms) each having unique risks. These include malicious or exploitive actions by nodes or network participants or a failure of such consensus mechanisms to work as intended resulting in forks and/or other circumstances rendering the distributed network associated with the relevant digital asset effectively unusable.