“ROSEON.FINANCE”

                                                 

                                                TERMS AND CONDITIONS

These Terms and Conditions (“T&Cs”) comprise the full terms and conditions under which MyBitok OU (the “Company”), a limited company registered in Estonia, will provide its software services, including, but not limited to, its mobile app platform and website (from now on, collectively, the “Roseon.Finance Platform”, the “Platform”, “App” or “Roseon”). The user of any or all components of the Platform (“the User”) accepts these terms for him/herself and/or on behalf of the entity he/she represents, if applicable, together with any of its Affiliates, Employees, Directors, Officers, Agents or other related Parties, by either physically or electronically signing the T&Cs or even by simply using the Roseon.Finance Platform. Accessing and/or using the platform in any way implies that the User read carefully these T&Cs and understands and unconditionally and irrevocably accepts any of its contents, terms, rules and provisions. The Company and the User may be referred throughout this document singly as a “Party” as well as jointly as the “Parties”. This document constitutes the entire agreement between the Parties with respect to the access and usage at any level of the  Platform and the supply of any of its services or activities, and supersedes all prior understandings or agreements, whether written (by email or any other format) or verbal. The User, in addition to the specific provisions below, is solely responsible for understanding and complying with any and all laws, rules and regulations of its specific jurisdiction that may be applicable to the User himself in connection with the use of any and all services and activities accessible or provided by the Roseon.Finance Platform. IF THE USER DOES NOT ACCEPT AND/OR UNDERSTAND THESE T&Cs, HE SHALL NOT USE ANY OF THE SERVICES OR ACTIVITIES WITHIN THE PLATFORM. The invalidity or unenforceability of any provision of these T&Cs will not adversely affect the validity or enforceability of the remaining provisions. All notices and other communications required or permitted to be served or given shall be in writing (including by email). The failure of the Company to enforce the terms of these T&Cs does not constitute a waiver and will in no way affect the right to later enforce such terms. Any heading, caption, or paragraph title contained in these T&Cs is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. These T&Cs may be executed in any number of counterparts, which taken together will represent a single document. Digital, facsimile, and other electronic signatures will be deemed to be originals and will be enforceable between the parties.

1. DEFINITIONS AND INTERPRETATIONS

1.1. In addition to any definitions contained within the body of these T&Cs, the following terms will have the meaning and will be interpreted as follows:

1.1.1. “Blockchain” - a digital ledger of transactions that is duplicated and distributed across a network of computer systems.

1.1.2. “Exchange” – an entity (“Centralized Exchange” or “CEX”) or a set of Smart Contracts (“Decentralized Exchange” or “DEX”) facilitating the swap of different Digital Token and/or of Digital Token and fiat currencies.

1.1.3. “Binance Smart Chain” or “BSC” – Binance Smart Chain (BSC) is a blockchain network fostered by the Binance Exchange built for running smart contract-based applications.

1.1.3. “Ethereum” – a fully decentralized blockchain network built for running smart contract-based application and based on the Ether token.

1.1.4. “Digital Token” – a cryptographically-secured representation of a token-holder's rights to receive a benefit or to perform specified functions.

1.1.5. “Smart Contract” – programs stored on a blockchain that run automatically and independently when predetermined conditions are met.

1.1.6. “DeFi" –  or “Decentralized Finance” is a blockchain-based form of finance applications that do not rely on central financial intermediaries such as brokerages, exchanges, or banks to offer traditional financial instruments, and instead utilize smart contracts on blockchains.

1.1.7. “Stablecoin” – a Digital Token that aims to maintain a non-volatile, stable value through the use of different mechanics, like pegging to a fiat currency, to other Digital Tokens, to a mixed basket thereof, or through the application of algorythmic and/or mathematical formulas.

1.1.8. “Liquidity Mining” - means providing liquidity by locking Digital Tokens  in  DEXs, in exchange for fees and other rewards, typically denominated in another Digital Token affiliated to or issued by the DEX.

1.1.9. “Yield Farming” – means providing liquidity to DeFi protocols that offer fees and rewards also in other Digital Tokens to make the asset provision more attractive in terms of total return.

1.1.10. “NFT” – “Non-fungible tokens” are Digital Tokens with unique identification codes and metadata that distinguish them from each other, so that they become “non-fungible”, meaning they cannot be traded or exchanged at equivalency.

1.1.11. “USDT”/”USDC” – “USDT” or “Tether” is a Stablecoin issued by Tether International Ltd. and pegged 1-to-1 with the U.S. Dollar. “USDC” is a Stablecoin issued by the Circle company and consortium and pegged 1-to-1 with the U.S. Dollar.

1.1.12. “ROSN”  - “ROSN” is a utility token issued by Roseon LTD and used within the Roseon.Finance Platform for additional discounts, advantages and benefits.

2. SERVICES

2.1. The Company offers to the User access and use of the Roseon.Finance Platform, which includes, together with other minor and/or ancillary services, the following main services and/or products:

2.1.1. Savings; a service allowing the User to lock for a variable period of time his Digital Tokens and earn a certain reward;

2.1.2. Swaps; a service that provides integration to a number of CEXs and DEXs allowing the User to access the best Digital Token liquidity at the current best available rates.

2.1.3. Portfolio Manager; a software tool that allows the User  to create, monitor and automate rebalancing of his own crypto portfolio.

2.1.4. Yield Farm; a software tool and component that allows the User to earn different Digital Tokens through Liquidity Mining or Yield Farming.

2.1.5. Wallet; a secured custodial service allowing Users to deposit on the Platform their own Digital Tokens.

2.1.6. NFT Gallery; a tool and service allowing to view, bid or sell digital art or other  collectibles in NFT format, integrating access to different NFT marketplaces.

2.1.7. User Experience (“UX”); the graphical interface through which the Platform enables the User to access and operate seamlessly the Platform and all of its Services.

2.1.8. ROSN and VIP Program; the integration within the Roseon.Finance Platform of ROSN for the purpose of granting access to all of the Platform’s elements and services, offering discounts to the Platform’s fees and participated in the “VIP Program” tiered loyalty reward system.

2.2. The Company reserves any right to change, overhaul, modify functionality, add or remove features on any and all Services listed in this Clause, as well as add completely new Services even if completely unrelated and/or change compatible operating systems or hardware/software requirements at its sole discretion at any time.

3. PRICING

3.1. The Pricing for the use of the Roseon.Finance Platform and its specific services, including but not limited to the Services and software products listed in section 2 above is levied based on a variable fee on withdrawal of any Digital Tokens from the Wallet, a percentage fee on any Digital Token the User obtains through the Yield Farm and a flat-fee every time a User participates in a Yield Farming pool through the Platform. The precise fees will be clearly indicated to the User in-app and/or on the Roseon.Finance website. The Company reserves any right to increase, decrease or in any case change the pricing level, frequency, currency and model with up to no forewarning to the User.

4. PARTIES OBLIGATIONS, RESPONSIBILITIES AND WARRANTIES

 

4.1. Except as stated herein below, the Company hereby disclaims all warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement of the Roseon.Finance Platform. In no event shall the Company, its Shareholders, Directors, Officers, Employees or other representatives be liable for general, indirect, consequential, or punitive damages related to any of the services offered within the Platform, even if not explicitly listed within this section.

4.2.The Company undertakes to provide the usage of the Roseon.Finance Platform, including the Services listed under section 2 above, with the appropriate effort, due care and in accordance with these T&Cs.

4.3. The Company is not responsible:

4.3.1. For any damages, loss of profit, loss of Digital Tokens, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss suffered or claimed by the User or any third-party, entity or individual directly or indirectly related to the Platform, any of the Services and any of the User activities, whether automated or not. This covers losses incurred by the fault of any third parties operators of any related transactions or even by the Company itself if caused by a previously unknown software fault within the Platform or another not foreseeable technical or non-technical event or reason not directly arising out of grave negligence or ill-will on the Company’s part.

THE USER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY INVESTMENT, SAVING, YIELD FARMING, LIQUIDITY POOL PROVISION, EXCHANGE, TRADING EXECUTED ON AND/OR THROUGH THE USE OF THE ROSEON.FINANCE PLATFORM OR ANY OTHER INTERNL OR EXTERNAL SERVICE OR ELEMENT ACCESIBLE THROUGH THE PLATFORM. FOR THE AVOIDANCE OF DOUBT THE COMPANY WILL NEVER BE LIABLE FOR ANY KIND OF TRADING OR INVESTMENT LOSS, HOWEVER ORIGINATED OR CAUSED, INCURRED BY THE USERS OR ANY THIRD-PARTY WHILE USING ANY OF THE PLATFORM FEATURES, REGARDLESS OF THEIR LEVEL OF AUTOMATION.

4.3.2. For any malfunction, breakdown, delay or interruption of the Internet connection or any reason why the Platform or any and/or all of the Platform services, features or activities even generically related to the User, including the Wallet, might be unavailable or unaccessible at any given time;

4.3.3. For any malfunction, breakdown, loss, vulnerability, related to the third-party issued and operated ROSN token and its related Smart Contract.

4.4. The User understands and expressly acknowledges that he will have to undergo a KYC/AML/CFT screening based on the current KYC Policy of the Company before being onboarded on the Platform and/or to use specific Services with certain usage and/or transaction limits, even on an ongoing or ex-post basis, and that he may be refused, denied, or revoked access at any time by the Company based on the screening results and on the User’s own Country of citizenship, residence and/or incorporation, without any possibility of recourse or appeal and at the sole discretion of the Company. The KYC Policy might be changed by the Company at any time and for any reason without any need of notifying the User of the change.

4.5. The User understand and expressly acknowledges that his personal data, however restriced, private or sensitive will be fully treated by the Company based on its published Privacy Policy.

4.6. The User undertakes not to use the Roseon.Finance Platform to perform criminal and/or illegal or illicit activity of any sort, including but not limited to, money laundering, illegal gambling operations, financing terrorist organizations, or malicious hacking, whether in its own or any other jurisdiction.

4.7. The User is solely responsible for determining whether using the Roseon.Finance Platform is appropriate for him based on his knowledge, financial status and risk willingness and the rules and regulations of his own jurisdiction.

4.8. The User undertakes to declare any profit, however generated, arising from his usage of the Roseon.Finance Platform and pay all related taxes and duties that should be paid according to his own Citizenship or Country of Fiscal Residence. The Company is not responsible for any violation made by the User due to his obligation to calculate, declare and pay taxes and duties arising from monies or profits obtained by the User using, investing or trading through the Roseon.Finance Platform. The User must refrain from using the  Platform if this will result in tax offences and/or violations in his jurisdiction of citizenship and/or residence, if applicable.

4.9. The User declares that:

4.9.1. Any Wallet address sending and receiving any token to and from the Roseon.Finance Platform is solely, exclusively and directly owned and controlled by him/herself, including the Wallet’s Private key, and there are no other beneficial owners and/or controllers that the User is acting on behalf of or under any form of fiduciary or nominee or representative relationship with;

4.9.2. The account on the Roseon.Finance Platform is solely, exclusively and directly owned and controlled by him/herself, and there are no other beneficial owners and/or controllers that the User is acting on behalf of or under any form of fiduciary or nominee or representative relationship with;

4.9.3.  To the best of his knowledge, he/she is not a Politically Exposed Person (PEP) either directly, indirectly or by association.

5. LINKS TO OTHER WEBSITES

5.1. The Roseon.Finance Platform may allow Users to access links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services.

5.2. The User further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or detrimental reliance on any information, content, goods or services available on or through any such web sites or services. The Company is not liable for any loss or damage incurred as a result of interacting with any third party content on or accessible from the Roseon.Finance Platform.

5.3. The Company cannot guarantee or verify the contents of any externally linked website despite its best efforts. The User should therefore note that he clicks on external links at his own risk the Roseon.Finance Platform and the Company cannot be held liable for any damages or implications caused by visiting any external links mentioned.

5.4. The Roseon.Finance Platform may contain sponsored links and adverts. These will typically be served through the Company’s advertising partners to whom may have detailed privacy policies relating directly to the adverts they serve.

5.5. Clicking on any such adverts will send the User to the advertisers’ website through a referral program which may use cookies and will track the number of referrals sent from the  Platform. This may include the use of cookies which may in turn be saved on the User’s computer's hard drive. Users should therefore note they click on sponsored external links at their own risk and the Company cannot be held liable for any damages or implications caused by visiting any external links mentioned.

6. UPDATES TO THE T&Cs

6.1. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these T&Cs at any time by posting the amended T&Cs on its website and in the Platform. Any User will be deemed to have accepted such changes by using the Roseon.Finance Platform and/or accessing its website. The T&Cs may not be otherwise amended except by express written consent of both the User and the Company.

7. TECHNICAL SUPPORT

7.1. The Company will provide basic technical support on a case-by-case, best effort, voluntary basis, for all of the Services within the Platform if the User will specifically request assistance on a technical issue in written form.

8. SECURITY

8.1. The User is responsible for implementing reasonable measures for securing his own Digital Tokens and any Roseon.Finance Platform account details. The Company is not responsible for any losses, costs or expenses relating to lost or theft or otherwise unauthorized use of any of the User access credentials.

9. CAUTIONARY NOTES ON FORWARD-LOOKING STATEMENTS

9.1. All statements contained in these T&Cs, in the Roseon.Finance App, in any marketing material (including but not limited to the website and Whitepaper), any statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Company, or representatives of the Company (as the case may be) that are not statements of historical fact, constitute “forward-looking statements.” Some of these statements can be identified by forward-looking terms such as “aim,” “target,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “if,” “intend,” “may,” “plan,” “possible,” “probable,” “project,” “should,” “would,” “will”, “annual percentage yield”, “APR”, or “APY” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the financial position, business strategies, plans and prospects and the future prospects of the industry which the Company is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Company or the Roseon.Finance Platform profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in all the above mentioned sources and/or those regarding the Company are matters that are not historic facts, but only estimations and predictions. The Company does not make any representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company or of the Trading the User performs using the Roseon.Finance Platform to be materially different from any future results, performance, or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others: changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the Company conducts business and operations; the risk that the Company may be unable to execute or implement its business strategies and future plans in maintaining, upgrading or improving the Roseon.Finance Platform;     changes in interest rates and exchange rates of fiat currencies and Digital Tokens  and/or blockchain network fees; changes in the availability and fees payable to the Company in connection with either or both of its business and operations; changes in the availability and salaries of employees who are required by the Company to operate either or both of its business and operations;            changes in preferences of customers of the Company; changes in competitive conditions under which the Company operates, and its ability to compete under such conditions; changes in the future capital needs of the Company and the availability of financing and capital to fund such needs; war or acts of international or domestic terrorism; occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Company; other factors beyond the exclusive control of the Comany; and any risk and uncertainties associated with the Company and either of their businesses and/or operations, the Roseon.Finance Platform and reliance on all or any part of its programming.

9.2. All forward-looking statements made by or attributable to the Company and/or its team are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Company or the Roseon.Finance Platform to be materially different from that expected, expressed or implied by the forward-looking statements accessible from any of the source mentioned, undue reliance must not be placed on these statements.

9.3. These forward-looking statements are only applicable as of the date of publication of these T&Cs. Neither the Company nor its team nor any other person or entity represents, warrants and/or undertakes that the actual future results, performance or achievements of the Company or the Roseon.Finance Platform will be discussed in these forward-looking statements. The actual results, performance or achievements of the Roseon.Finance Platform may differ materially from those anticipated in any forward-looking statements.

9.4. Nothing contained in all the mentioned sources may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Company or the Roseon.Finance Platform. Furthermore, the Company disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

10. FORCE MAJEURE

10.1. The Company shall not be liable for any loss or damages which may be suffered by the User, as a direct or indirect result of the supply of services of the Roseon.Finance Platform by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to acts of God, war, riot, strike, lock-out, fire, flood, pandemics and other publich heath emergencies, storm or forced changes to the way the Roseon.Finance Platform operates.

11. JURISDICTION

11.1. The T&Cs and all contractual and/or non-contractual obligations arising in any way whatsoever out of or in connection with these T&Cs are governed by, construed, and take effect in accordance with Estonian law.

11.2. The Company and the User irrevocably agree that the courts of Estonia shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with these T&Cs or their formation or validity and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of Estonia.