TERMS OF SERVICE AGREEMENT

Background

Welcome to https://openpeer.xyz/, a website-hosted user interface (the "Interface" or "App") provided by OpenPeer Labs Inc d/b/a OpenPeer Protocol ("we", "our", or "us"). The Interface provides access to a decentralised self custody peer to peer protocol on the Ethereum blockchain which allows users to trade crypto and fiat between each other through interaction with the OpenPeer Protocol smart contract infrastructure and web interface (the “OpenPeer Protocol" or "Protocol" or “Platform”). The Interface is one, but not the exclusive, means of accessing the Protocol. To use the Protocol, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet is governed by the applicable terms of service of that third party, not this Terms of Service Agreement (the "Agreement").

OpenPeer Protocol will operate as a purely decentralised autonomous organisation governed by $PP token holders pursuant to a delineated governance structure (the “OpenPeer Protocol DAO”, or the “Organisation”); providing oversight, maintenance and upgrade of the OpenPeer Protocol through the mechanisms of decentralised governance which may include but is not limited to and pending governance approval, creation of action groups with specific technical knowledge to handle system parameters and creation of other action groups to facilitate other functions and aspects of the Protocol. Such functions of decentralised governance will continue to govern all other facets of the Protocol and Organisation on a continuing basis and democratised governance will be unlimited in scope in relation to all functions related to the Protocol and Organisation.

This Terms of Service Agreement (the "Agreement") explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface and should not use the Interface.

Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by reuploading a current version of the Agreement at:https://openpeer.xyz/terms.

All modifications will be effective when they are posted, and your continued accessing or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.

Eligibility

To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g. eighteen years old) and have the full right, power, capacity and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface.

Our Interface is NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America or any Prohibited Localities, as defined below (any such person or entity, a “Restricted Person”). We do not make exceptions. If you are a restricted person, then do not attempt to access or use the Interface. Use of a virtual private network (e.g. a VPN) or other means by Restricted Persons to access or use the Interface is strictly prohibited.

General.

You may not use the Interface if you are otherwise barred from using the Interface under applicable law.

Legality.

You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Interface. Your use of the Interface is prohibited by and will not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. Such requirement of legal adherence includes but is not limited to your sole responsibility for reporting and paying any taxes applicable to your use of the Interface.

By using or accessing the Interface, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other relevant government authority.

We make no representations or warranties that the information, products, or services provided through our Interface, are appropriate for access or use in other jurisdictions and as such you make representations that your access of the Protocol within your respective jurisdiction is lawful and that you have taken reasonable steps to ascertain the appropriate limitations and general restrictions, if any, as pertains to your respective jurisdiction. You are not permitted to access or use our Interface in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Interface to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.

Prohibited Localities.

OpenPeer Protocol does not interact with digital wallets located in, established in, or a resident of Panama, Australia, Myanmar (Burma), Canada, Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, the Russian Federation or any other state, country or region that is subject to sanctions enforced by the United States, the United Kingdom or the European Union.

You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.

Non-Circumvention.

You agree not to access the Interface using any technology for the purposes of circumventing these Terms.

Access to the Interface

We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason

Proprietary Rights

We the Organisation, via an assigned signatory body of OpenPeer Protocol, or another assigned signatory body of the OpenPeer Protocol DAO as determined from time-to-time, own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents. The open source software associated with the Protocol may be subject to certain business licenses which you are aware of and which may impose significant restrictions on any attempts to fork, whether in whole or in part, the protocol, within the parameters of the license. You understand and acknowledge that an attempt to subvert, avoid or any other such act which diminish such licenses as they appear from time-to-time within the open source documentation may be remedied via an injunction against you or further addressed via any other method permitted by law.

You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free and irrevocable licence to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations subject to the OpenPeer Privacy Policy.

You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a nonconfidential basis or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose.

If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited licence to access and use the Interface. This licence is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Ethereum Blockchain and other blockchains and is not our proprietary property, subject to varying licences, if any, that may exist corresponding to the open source documentation, code or repository enforced and placed by us. Pursuant to the foregoing and notwithstanding the open-source nature of the protocol, we reserve the right to apply licensing to the software as appropriate from time-to-time in our sole and absolute discretion. If you have contributed to the open source protocol, whether in a trivial or significant fashion, you consent to any and all relicensing of the project. The Protocol may also run on the other blockchains to which the same clause applies.

Additional Rights

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Privacy

When you use the Interface, you are subject to the OpenPeer Privacy Policy foundhere.

We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Interface. For these purposes, we may share the information we collect with blockchain analytics providers or legal authorities as appropriate. We share information with these service providers only so that they can help us promote the safety, security, and integrity of the Interface and continuing compliance of the Platform. We do not retain the information we collect any longer than necessary for these purposes.

Please note that when you use the Interface, you are interacting with the Ethereum blockchain, and may be interacting with additional blockchains in future iterations, which provides transparency into your transactions. OpenPeer Protocol does not control and is not responsible for any information you make public on the Ethereum blockchain nor any other applicable blockchain by taking actions through the Interface.

Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

• Intellectual Property Infringement.Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack.Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation.Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
• Market Manipulation.Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping and wash trading.
• Securities and Derivatives Violations.Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives.
• Any Other Unlawful Conduct.Activity that violates any applicable law, rule, or regulation of your jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by your jurisdiction with specific regards to use of the App for money laundering activities or terrorist financing or use of illicit funds from proceeds from any hack or otherwise.

OFAC and Sanctioned Entity and Digital Asset Addresses Prohibition.

Without limiting the generality in the aforementioned “Legalities” and “Prohibited Localities” sections, you agree that you shall not engage with the OpenPeer Protocol or any ancillary OpenPeer Protocol product in any manner whatsoever if you are a sanctioned entity on the U.S. Office of Foreign Asset Control (“OFAC”) sanctions list, own a digital asset address under the OFAC list, or have engaged with any entity or digital asset address on that list, directly or indirectly, in the receipt and/or transmission of tokens. This list includes but is not limited to any of the following addresses listed below and addresses which you know have interacted with the following prohibited addresses since August 8th, 2022 (the “Initialization of Sanction”). Such digital asset addresses are identified by OFAC as the prohibited Tornado Cash (a.k.a. Tornado Cash Classic; a.k.a. Tornado Cash Nova) addresses. A non-exhaustive list can be found below, which as prior mentioned, includes any digital asset addresses which have interacted with the following explicitly sanctioned digital asset addresses since the Initialization of Sanction.

You agree that you are solely responsible for ensuring that your address used for the interaction with the OpenPeer Protocol Platform does not fall within the list above. You are also responsible to keep up to date as to when and if OFAC adds newly sanctioned digital asset addresses and to ensure that your address does not fall within the updated list. This can be done via a search atSpecially Designated Nationals And Blocked Persons List (SDN) Human Readable Lists | U.S. Department of the Treasury.

Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity and are not registered with any other national financial derivatives or securities or other financial regulatory bodies. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades, swaps, redemptions, lending or borrowing on the Protocol. We also do not facilitate the execution or settlement of your trades, swaps, redemptions, lending or borrowing which occur entirely on the public distributed Ethereum blockchain and which may occur on other distributed ledgers in future iterations and editions. The pricing information provided through the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Interface. Additionally, The Interface does not act as an agent for any of the users. Such trading functions are facilitated solely via smart contract in a decentralised manner and with no engagement, facilitation or assistance from the Organisation, the Protocol or any other associated party.

Non-Solicitation; No Investment Advice

You agree and understand that all trades, swaps, redemptions, lending or borrowing you submit through the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any trades, swaps, redemptions, lending or borrowing, and that we do not conduct a suitability review of any trades, swaps, redemptions, lending or borrowing you submit.

All information provided by the Interface is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance and as appropriate, before taking any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

No Warranties

The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

OpenPeer does not facilitate or provide brokerage, exchange, payment, escrow, custody, remittance or merchant services. OpenPeer is only an introductory and information service, and, to the maximum extent permissible by law, is not responsible for any actions of its users including, without limitation, representations by any users regarding funds (cryptocurrency or currency) having been transferred or any ownership of cryptocurrency or funds.

OpenPeer makes no warranties, claims or guarantees related to any of our users, including but not limited to:

• the merchantability or fitness of the user;
• the identity of the user;
• the location of the user;
• the reliability and timeliness of the user;
• the accuracy of any information the user presents; or
• the accuracy of any information we provide about the user.

To the maximum extent permitted by law, we make no guarantees to the safety, reliability, availability or longevity of any of the data we collect or store.

Non-Custodial and No Fiduciary Duties

The Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance Obligations

The Interface is operated from international facilities. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, and you must ensure continuing compliance with any and all laws and regulations throughout your use of the interface and interaction with the protocol to the highest degree of due diligence. Specifically, your use of the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, including the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including wallets), blockchain technology, and blockchain-based software systems; and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH) and other digital tokens and such as those following the Ethereum Token Standard (ERC-20), other digital token derivatives and complex financial derivative mechanisms and any other mechanisms pertaining to Web 3.0 applications, which encompasses the use of web interfaces to interact with blockchain based applications. In particular, you understand that blockchain-based transactions are irreversible and that Web 3.0 applications have intrinsic and unique risks and such are understood, appreciated and assumed by you. You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Platform, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Platform.

Third-Party Resources and Promotions

The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. You further expressly waive and release the Organisation, Organisation members and participants and any other Organisation associated parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Protocol. Notwithstanding any statutory provision applicable to your jurisdiction applying to loans taken from unidentified third parties and associated benefits and protections stemming from such statutory provisions, you agree to waive any and all benefits and protections to the fullest extent of the law of those provisions, in light of the status of the platform as decentralized and peer-to-peer and in light of the intrinsic anonymity principles of the blockchain.

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface with your assistance or using any device or account that you own or control.

This includes, but is not limited to:

• breach by You of these Terms of Service;
• unauthorised use of your OpenPeer account;
• act or omission (including any negligence, unlawful conduct, wilful misconduct or fraud) by You in relation to your use of OpenPeer’s services;
• third party claim against us in relation to your use of OpenPeer’s services;
• any action taken by OpenPeer at your request in respect of your account, trade or dispute;
• any inaction or delay on your part in respect of any dispute, including any failure by you to respond to a request for information by us within the time required;
• any failure by You to comply with any reasonable recommendation made by OpenPeer;
• infringement of intellectual property rights by you; and
• any actions or inactions of third party service providers.

Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or USD$100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

Dispute Resolution

For the avoidance of doubt, this dispute resolution clause only applies to disputes that arise between You and OpenPeer Protocol. Disputes that arise between You and other parties involved in transactions are governed by the Trade Terms in Appendix 1.

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to contact@openpeer.xyz, so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within eighty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any dispute arising out of or in connection with this Agreement (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of the use of the protocol and interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach and subsequently through a process of mediation, with the dispute being referred to a mediator nominated by the Company. In the event that the Parties have not resolved the Dispute, either through good faith negotiations or through mediation in accordance with the aforementioned, within a period of 1 year from the date of the arising of the dispute (or such longer period as may be agreed between the Parties), then the Dispute will be referred to, and finally resolved by, arbitration in accordance with the Panama Inter-American Convention on International Commercial Arbitration Rules. The arbitral tribunal shall consist of one (1) arbitrator, such arbitrator to be nominated by the Company. The language of the arbitration shall be English. The place of the arbitration shall be Panama City, Panama. The arbitration shall be governed by the laws of Panama.

Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in Panama, and You unconditionally submit to the exclusive jurisdiction of the courts of Panama. Non-contractual obligations, (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of Panama.

Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof and in addition to the OpenPeer Protocol Disclaimer and OpenPeer Privacy Policy sets out all terms of the relationship, including rights due, rights waived, obligations owed and obligations waived between you and us. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

LAW ENFORCEMENT INQUIRIES

Law enforcement should direct inquiries, including requests for information in relation to a suspected crime by an OpenPeer account holder, via email to legal@openpeer.xyz.

APPENDIX 1 - TRADE TERMS

POSTING OFFERS

OpenPeer users (the “Users”) may post offers to buy or sell cryptocurrencies in exchange for local FIAT currencies of their choice. Offers made on the Protocol are publicly available to everyone and can be viewed by all website visitors.

The Protocol may display certain symbols next to a Users' username which indicates certain information about a User such as their trade activity, response rate or standard hours of activity.

Offerors are allowed to write their own terms and conditions of sale, which may be published with the offer or negotiated with the offeree. The offeror must include the mandatory terms below in their terms and conditions.

MANDATORY TERMS

Dispute Resolution

Any dispute arising between both the seller and the buyer shall initially be negotiated between both parties in good faith to reach a resolution. In the event that the dispute is not resolved, either party may refer the dispute to OpenPeer.

Examples of disputes that may arise would be:

• a party to a trade transfers local currency but the escrow isn't released;
• local currency payment isn't received and the cryptocurrency remains in escrow; or
• local currency is only part paid.

In the event that the dispute is referred to OpenPeer, the Protocol reserves the right to request a reasonable fee in order to resolve the issue. When the dispute is referred, both parties agree to waive confidentiality to their conversation history and all other information required by OpenPeer to resolve the dispute, including evidence of payment.

OpenPeer will review the evidence and upon making a decision, transfer the cryptocurrency to the party who, in OpenPeer's reasonable judgement, is entitled to it under the terms of sale.

Both parties acknowledge and agree that disputes may be arbitrated by third-parties including parties who stake $P2P, OpenPeer's governance token.

Where OpenPeer requests further information from either party, the respective party must respond to the request for information promptly within 24 hours of that request. The inability to respond to the request for information within that timeframe may result in OpenPeer resolving the dispute in favour of the other party.

Both parties agree that the decision made by OpenPeer is final and binding, save for circumstances where gross negligence or fraud exists.

OpenPeer reserves the right to refuse a referral to resolve a dispute where OpenPeer, in its sole and absolute discretion, considers that:

• the issue is best resolved through other methods;
• one or both parties have not provided all required or requested information;
• the ownership of cryptocurrency is not clear from the information provided;
• the contract between the parties is unlawful;
• a party is acting unlawfully or fraudulently;
• OpenPeer has a legal obligation to do so; or
• directing cryptocurrency to a party would cause OpenPeer to breach any law.

Where OpenPeer exercises its right to refuse to resolve a dispute, both parties will be duly notified of this decision. Either party may choose to continue negotiating a resolution or refer the matter to the Courts.

Where a party provides a Court order to OpenPeer and access to a digital signature that allows OpenPeer limited control of the escrow, the dispute will be resolved in accordance with the Court order.

OpenPeer Fees

The Protocol charges a 0.3% transaction fee (the "Fee") which is incurred by the offeror. The fee is charged in the cryptocurrency of exchange.

The Fee is incorporated in all contracts between buyers and sellers that transact through the Protocol. The offer publicly displayed to Users is the amount expected to be received from the transaction. For the avoidance of doubt, this would mean that the Fee has already been priced in. This is not inclusive of network transaction fees.

PROHIBITIONS

You must not use OpenPeer to advertise other products or services, such as gift cards, non-fungible tokens, precious metals, securities, real property or other real or virtual items. You must not advertise a cryptocurrency for sale that is not currently supported by the OpenPeer platform. You must not use OpenPeer to advertise buying or selling cryptocurrencies with a payment method that is not specified on the OpenPeer website.

OpenPeer reserves the right to delete or suppress offers from the marketplace at its discretion. Generally, it will delete offers if they appear to be forbidden, unlawful, non-genuine, fraudulent, spam or are otherwise misleading or incorrect.

COMMUNICATIONS BETWEEN TRANSACTORS

OpenPeer allows users to communicate over the OpenPeer Platform through end-to-end encrypted communications. This is provided through a third party tool.

It is the Users' sole responsibility to ensure that adequate records of communications, details of transactions and financial history are kept to the extent that they are required to do so by their respective laws in their respective jurisdictions.

OpenPeer users shall respect other users and shall not engage in communication which is offensive, abusive, unlawful, defamatory, indecent or inappropriate.

TRADE OF CRYPTOCURRENCIES

When You transact on the OpenPeer Protocol, payment instructions can only be communicated directly between both parties. The Protocol does not hold funds on account for users, nor does it facilitate or escrow any local currency payments between both the buyer and seller.

For the avoidance of doubt, except for transaction fees, at no point during the course of a transaction does the buyer's or seller's cryptocurrency enter the Protocol's possession.

Transactions occur on the blockchain and are regulated by smart contracts that negate the need for traditional escrow. An illustration of how the smart contract works as follows:

• ERC20 token trades are conducted via the Ethereum distributed computing network and other EMV-compatible networks, which we cannot and do not control. When a seller sends tokens to a buyer during the course of a trade, the seller transfers tokens directly to an escrow smart contract on the Ethereum blockchain. OpenPeer cannot access tokens held in escrow without explicit digital permission from the buyer or seller, and it is impossible for us to have tokens directed to anyone other than the seller or the buyer as per the code of the open source smart contract.

More information regarding the technical workings of the non-custodial escrow mechanism can be found here.

The Protocol reserves the right to update the code of the smart contract mechanisms from time to time, primarily for the purposes such as, but not limited to, improving cost efficiency, computational efficiency, bug fixes and security improvement works.

Please contact the Protocol at contact@openpeer.xyz if You have a query regarding the non-custodial escrow mechanism.

TERMS OF THE TRANSACTION

Once cryptocurrency is transferred into escrow, the trade should proceed in accordance with the terms agreed between the buyer and the seller. This will ordinarily require:

1. the buyer to transfer local currency to the seller using an agreed-upon payment method or service; and
2. The release of cryptocurrency held in escrow once the payment has been received in full by the seller once local currency payment.

If the buyer does not confirm the sending of the payment within a defined period of time, the escrow may be cancelled by the seller. The buyer may cancel the escrow at any time.

If you are the party selling cryptocurrency, it's important to make sure you and the other party have agreed all relevant terms of the trade before you fund the escrow, as you will be charged a fee by the relevant cryptocurrency network to fund an escrow even if it ends up being cancelled.

Sales between buyers and sellers are subject to:

• the payment of OpenPeer's fee;
• the process for resolving disputes set out in this Appendix; and
• the seller's terms and conditions, or any other terms and conditions agreed between the buyer and the seller.

SECURITY

In the event that OpenPeer requires You to comply with reasonable security requirements, You must comply with best efforts.

TAX OBLIGATIONS

By using OpenPeer, You are solely responsible for determining what taxes apply to any trades you conduct with other OpenPeer users. If taxes do apply to You, You must report and/or remit the correct tax to the appropriate tax authority.

By opening an account with OpenPeer, You represent and warrant that You will ensure compliance with your respective tax obligations in your respective jurisdictions.

You agree to hold harmless, release and defend, and indemnify OpenPeer for any claim, loss or damage arising from your failure to pay the applicable taxes.

APPENDIX 2 - ACCOUNT OPENING TERMS

YOUR ACCOUNT

You will require a third-party wallet application (the “Wallet”) in order to register yourself and create an account with the Protocol. You will be required to provide us with a contact method and a username for profile creation purposes.

You must log in using your Wallet to access the services. You are not allowed to change your usernames once the first trade has been made.

Under no circumstances will OpenPeer request for you to share personal information such as private keys or seed phrases.

You are responsible for all activities that are conducted through your account. You are responsible for keeping your Wallet secure at all times. OpenPeer does not take responsibility for any compromise of your personal Wallet.

ELIGIBILITY

You must be at least 18 years old to sign up for an OpenPeer account. You represent that you are at least the age of majority in your jurisdiction (e.g. eighteen years old) and have the full right, power, capacity and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface.

SUBMISSION OF PERSONAL DETAILS

If you are prompted to submit personal information and other information such as, but not limited to, tax status and residency, You represent that all information submitted to OpenPeer is accurate and complete.

SALES OR TRANSFER OF ACCOUNT

You are prohibited from selling or transferring your OpenPeer account. If You are caught attempting to sell or transfer your account, your account will be flagged and banned by OpenPeer.

IDENTITY VERIFICATION

In accordance with the OpenPeer Privacy Policy, the Protocol cannot provide Users with any information about the identity of another OpenPeer user other than what is already made publicly available on the Protocol.

OpenPeer provides access to third-party identity verification tools that encrypt a verified non-transferrable, non-fungible token on a user's wallet. OpenPeer verifies and displays the existence of these tokens. It is the responsibility of a user to trade with verified users to the extent that they are required to do so in their jurisdiction.

ACCOUNT SUSPENSION AND DELETION

OpenPeer reserves the right to suspend and delete your account if:

• we consider that You are using the OpenPeer platform for fraudulent purposes or for any other unlawful purpose;
• we receive reports that you are communicating offensive, abusive, unlawful, defamatory, indecent or inappropriate messages to other users;
• we know or suspect that you have completed the residency declaration dishonestly;
• OpenPeer is required by law to do so;
• there is any change in law that adversely affects OpenPeer's operating model or would make it unlawful to continue the service without materially changing the OpenPeer platform or regulatory licence required to operate; and
• for any other reason at our absolute discretion.

Once your account is deleted, we may destroy any information we hold in relation to it after any legal requirement imposed on OpenPeer to retain it has expired. However we may retain some information for up to 5 years following the date of your account deletion (see our Privacy Policy for more information).

After suspension of your account, You are entitled to limited access for the purpose of managing existing trades. However You may not open new trades or post to the marketplace. If Your account has been suspended, You are forbidden from creating or using any other account.

MODIFICATION OF ACCOUNT OPENING TERMS

We reserve the right, at our sole discretion, to update, change or replace any part of these Service Terms by posting updates and changes to our website. If there is a change which has a material adverse impact on you, we will notify you by emailing you and providing 30 days' notice. If you do not agree to the changes, your only remedy is to discontinue using the services.

It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the services following the posting of any changes to these Service Terms constitutes acceptance of those changes.

SURVIVAL OF TERMS

In the event that Your account is closed in accordance to the terms of this Agreement, Appendix 2 will cease to apply. For the avoidance of doubt, the general Terms of Service will still apply to You if you continue utilising the Protocol.