2 1. Introduction 1.1. This agreement (hereinafter referred to as 'Agreement') forms a legally binding contract between Merchant, Buyer and BCShop.io in relation to your use of the Platform to distribute or buy Products. Merchant acknowledges that BCShop.io will, solely on your behalf, and not on BCShop.io s behalf, display and make Products available for viewing, downloading and purchasing by Buyers. In order to use the Platform to distribute Products, Merchant shall accept this Agreement and register Merchant contract within the Platform. Participant may not distribute Products via BCShop.io if you do not accept this Agreement. To use the Platform to purchase the Products, Buyer must accept the terms of this Agreement. Buyer who has not accepted the terms of this Agreement shall not be entitled to use the platform and purchase Products through the BCShop.io Platform If Participant agree to be bound by this Agreement on behalf of your employer or any other entity, you represent and warrant that you have full legal authority to make this Agreement binding in relation to your employer or such entity. If you do not have the requisite authority, you may not accept the Agreement or use BCShop.io on behalf of your employer or other entity. Accepting the Agreement by such Merchant or Buyer is equivalent to accepting it by the third party Buyer and Merchant declares to the owner of the platform that he is capable and has reached the age that allows to have and execute a contractual obligations, taking into account the legislation of the country of residence of the Buyer or Merchant The owner of the platform shall have the right to make changes to this Agreement at any time without prior notice to the Merchant or Buyer. Merchant and Buyer accept the obligation to regularly check the Agreement, and regularly check for notice of any changes. Changes will not be retroactive. They will become effective and will be deemed accepted by Merchant: (a) immediately - for those who become Merchants after the amendment to the agreement is posted, or (b) for pre-existing Merchants - on the date specified in the Agreement amendment, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately). Changes will become effective and will be deemed accepted by Buyer immediately and applicable to all subsequent purchases. If you do not agree with the modifications to the Agreement, you shall terminate your use of Platform, which will be your sole and exclusive remedy. You agree that your continued use of Platform constitutes your agreement to the modified terms of this Agreement.
3 1.5. Merchant can distribute Products for Buyers via Platform. In order to distribute Products via Platform, you must acquire and maintain valid Merchant contract. The Merchant bears full responsibility for distribution of the Product to the Buyer by any means to the address provided with payment information While using the platform, Merchant and Buyer agrees to personally check information on the Platform The purchased Product must be delivered to the Buyer by Merchant. Merchant is fully responsible for distributing the Product to the Buyer by any means at the address specified in the payment information Participant agree that if BCShop.io does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which BCShop.io has the benefit of under any applicable law), this will not be taken to be a formal waiver of BCShop.io's rights and that those rights or remedies will still be available to BCShop.io If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be excluded from this Agreement without affecting the remaining provisions of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable Merchant and Buyer shall comply with all domestic and international export laws and regulations that apply to your distribution or use of products. These laws include restrictions on destinations, Buyers and and the place of final consumption of the product All claims, arising out of or relating to this Agreement or your relationships with BCShop.io under this Agreement, shall be governed by the provisions of conflict of laws of Singapore Dispute resolutions regarding Merchant and BCShop.io. Merchant and BCShop.io further agree to submit to the exclusive jurisdiction of Singapore International Arbitration Centre (SIAC). In order to resolve any legal issue arising from or relating to this Agreement or Merchant s relationships with BCShop.io under this Agreement, except for the fact that Merchant agree that BCShop.io shall be allowed to apply for injunctive relief in any jurisdiction Dispute resolutions regarding Buyer and BCShop.io. Buyer and BCShop.io agree to resolve all disputes and claims in writing in accordance with the provisions of this Agreement. If the dispute or claim is not solved through negotiation, the dispute or claim must be resolved through individual arbitration, which is binding on the parties. These disputes include any claims arising in connection with or related to: 1) this Agreement; Or 2) any aspect of Buyer interaction with the owner of the Platform; Or 3) Buyer s platform use. This dispute resolution procedure is considered applicable regardless of whether these disputes related to a contract, tort, legislative act, fraud, unfair competition, misleading or any other theory of law. Arbitration in this Agreement is understood as the consideration of a case by one uninterested arbitrator instead of a
4 judge or jury. The arbitration shall be conducted in English. The arbitrator uses other procedures than the court, and it is subject to limited review by the courts. Buyer and the owner of the Platform acknowledge that Buyer waive the right to consider dispute in court before a judge or jury, except provisions that provided in this Agreement. Buyer and the owner of the Platform agree to make reasonable efforts to resolve any disputes before referring the matter to Arbitration. The party that intends to refer the case to the Court must first send a written notice to the other party describing the nature and basis of the claim or dispute, as well as the solution sought. In the event that Buyer and the owner of the Platform can not reach an agreement in order to resolve a claim or dispute within one calendar month after receiving the notice, Buyer and the owner of the Platform can transfer the case to the Arbitration (Court) determined by consent of the parties. In the event that dispute in accordance with the domestic law of Buyer s country of residence can not be sent to Arbitration, Buyer and the owner of the Platform accept the exclusive competence of the judicial authorities of Singapore. 2. Pricing and payments 2.1. This Agreement covers only Products for which Merchant charges a fee. Merchant cannot distribute Products on the Platform for free. In order to charge fee for Merchants Products, Merchant shall have valid Merchant contract with personal smart contract number and number of Ethereum wallet Products are displayed / offered to Buyers on Merchants behalf, at prices that are established by Merchants at their sole discretion. BCShop.io may include applicable taxes in the price charged to Buyers of the Platform in case such taxes are applicable in Buyer s jurisdiction. Merchant may set the price for Products in the virtual currency Ethereum or in BCS Tokens The price, that is chosen by the Merchant and set for Products will determine the amount of payment that Merchant will receive on his Ethereum wallet. A Transaction Fee, as defined below, will be charged on the sales price and apportioned to the owner of the platform. Transaction fee also includes charge for use of an Escrow, amount of which is defined by the Company. Where the owner of the platform is required by applicable (local) legislation to withhold any taxes ('Withholding Taxes') on payments made or received in virtual currency, BCShop.io will also deduct an amount equal to such Withholding Taxes from the sales price. For the avoidance of doubt, Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes. The remainder (sales price less Transaction Fee, and less the amount equal to any Withholding Taxes) will be remitted to Merchant The standard "Transaction Fee" is set forth to 2% of a price established for the product and may be reduced up to 0,5% in particular cases described by the owner of the platform. Transaction fee may be revised by BCShop.io from time to time. The time for processing the payment for the Product is determined by the speed of the Ethereum network. BCShop.io is not responsible for any delays in the processing of payments Merchant is responsible for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. The
5 Merchant is responsible for remitting taxes to the appropriate taxing authority. Where BCShop.io is required by applicable (local) legislation to determine, apply and pay the applicable tax rate, BCShop.io will be responsible for applying, collecting and remitting the taxes to the appropriate taxing authority. If BCShop.io collects and remits value added taxes on customer payments (where required by BCShop.io under applicable local law) and this remittance fulfils the applicable requirements for value added taxes on those customer payments, such taxes will not be passed on to Merchant by BCShop.io. Where BCShop.io is required to collect and remit taxes as described in this section, Merchant and BCShop.io will recognise a supply from Merchant to BCShop.io for tax purposes, and Merchant will comply with the relevant tax obligations arising from this additional supply Merchant supports his own product. Buyers are fully responsible for buying Products and Merchant is responsible for selling Products. Buyers are instructed to contact the Merchant concerning any defects or performance issues in Products purchased via Platform in case the Buyer provides his contact details. Merchant is solely responsible for the technical and other support of his Products and the settlement of all claims against them, and BCShop.io is exempt from such liability. Merchant can, at his own request, specify and maintain up-to-date, valid and accurate contact information about the Product. BCShop.io does not store personal information about Buyers and Merchants Merchant may set a refund period in smart contract for a Product, hereinafter called MoneyBack function. A payment for Product will be suspended for a period set by the Merchant and will be conducted on Merchant s Ethereum wallet only after the end of this period. Buyer may apply MoneyBack function at any moment of time during the period of refund after purchase of the Product. In case of refund by MoneyBack, Buyer receive back an amount of funds equal to the Product price with deduction of transaction fee taken for Ethereum platform processing Usage of an Escrow Merchant and Buyer are able to use an Escrow for successful completion of selling. If Escrow is used, funds from Buyers for purchase of any Products shall be sent on Ethereum Smart-contract If Buyer is not satisfied with quality of Products, that have been transferred to him, or if any other dispute arises regarding buying of Products from Merchant, Buyer shall appeal such transaction by sending a complaint during relevant period of time, since the purchase has been made. Company reserves the right to change this period of time in future at its sole discretion If such complaint is sent, BCShop.io will be empowered to make a decision as for this dispute regarding to whom funds from Ethereum Smart-contract shall be sent This decision will be made by fully independent representatives of BCShop.io.
8 4.1. Merchant grants to BCShop.io a non-exclusive, worldwide and royalty-free license to: reproduce, perform, display, analyze and use the Products in connection with (i) cryptocurrency operation and marketing of BCShop.io; (ii) marketing of devices and services that support the use of the Products, (iii) making improvements to BCShop.io Platform and (iv) checking for compliance with this Agreement Merchant grants to Buyer a non-exclusive, worldwide and perpetual license to perform, display and use Product in case of software or digital content. The Merchant grants to the Buyer a right to receive any digital service within the conditions described in the product details of a smart contract Merchant represents and warrants that he has all the intellectual property rights, including all necessary patents, trademarks, trade secrets, copyrights or other proprietary rights, in and to the Product. If Merchant uses third-party materials, he represents and warrants that he has the right to distribute the third-party materials in the Product. Merchant agrees that he will not submit material to BCShop.io that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including patent, privacy and publicity rights, unless Merchant is the owner of such rights or has permission from their rightful owner to submit the materials. 5. Termination of this Agreement 5.1. Termination of this Agreement with Merchant This Agreement will continue to apply until terminated by either Merchant or BCShop.io, as set out below If Merchant wants to terminate this Agreement, he shall provide BCShop.io with notice and cease his use of any relevant Merchant credentials by deleting the contract The owner of the platform may, at any time, terminate this Agreement with Merchant if: (A) Merchant has breached any provision of this Agreement or (B) BCShop.io is required to do so by law or (C) Merchant deletes his contract or (D) BCShop.io decides to no longer provide the Platform Termination of this Agreement with Buyer This Agreement is effective until terminated by the Buyer or the owner of the BCShop.io Platform, as defined below If Buyer wishes to terminate this Agreement, he must stop using the Platform and not use it in the future for shopping.
9 The platform owner may at any time terminate the Agreement with the Buyer if: (A) Buyer will violate any clause of the Agreement; (B) BCShop.io will be forced to do so in compliance with the law; (C) BCShop.io will decide to terminate the Platform. 6. DISCLAIMER OF WARRANTIES 6.1 MERCHANT AND BUYER EXPRESSLY UNDERSTAND AND AGREE THAT THEIR USE OF PLATFORM IS AT THEIR SOLE RISK AND THAT PLATFORM IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND. PLATFORM OR OWNER NOR ITS AFFILIATES DO NOT GUARANTEE CONTINUOUS ERROR FREE AND FREE FROM ANY VIRUS SOFTWARE, SAFE ACCESS TO THE PLATFORM ETHEREUM AND ACCESS TO ANY INFORMATION AVAILABLE IN CONNECTION WITH THE USE OF THE PLATFORM. 6.2 MERCHANT's AND BUYER s USE OF THE PLATFORM AND ANY MATERIAL OBTAINED THROUGH THE USE OF THE PLATFORM IS AT THEIR OWN DISCRETION AND RISK AND MERCHANT OR BUYER ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. OWNER OF THE PLATFORM NOR ANY OF ITS AFFILIATES SHALL HAVE NO LIABILITY FOR DAMAGES THAT ARISE FROM THE USE OR INABILITY TO USE THE PLATFORM AND FOR THE GOODS AND SERVICES PROVIDED BY MERCHANT THROUGH THE PLATFORM, INCLUDING LOSS OF GOODWILL, LOSS OR FAULT IN FUNCTIONING OF THE BUYER EQUIPMENT. 6.3 BCSHOP.IO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 7. LIMITATION OF LIABILITY 7.1 MERCHANT AND BUYER EXPRESSLY UNDERSTAND AND AGREE THAT PLATFORM OWNER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO MERCHANT OR BUYER UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY MERCHANT OR BUYER INCLUDING ANY LOSS OF DATA, WHETHER OR NOT BCSHOP.IO OR ITS
10 REPRESENTATIVES HAVE BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ARISING OF ANY SUCH LOSSES. 8. Indemnification 8.1. Indemnification for Merchant To the maximum extent permitted by law, Merchant agrees to defend, indemnify and hold harmless the owner of the platform, its affiliates and their respective directors, officers, employees and agents, from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable Lawyer's fees) arising out of or accruing from (a) Merchant s use of the Platform in violation of this Agreement, and (b) Merchant s Product that infringes any copyright, trademark, trade secret, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy Indemnification for Buyer Buyer agrees to the full extent permitted by law, to ensure that the Platform Owner, its affiliated companies and their directors, managers, employees and agents, protection from prosecution and to guarantee the reimbursement of amounts recovered from any claims, actions or judicial Proceedings of third parties, as well as a result of any losses, liabilities, damages, costs and expenses (including payment of legal services in a reasonable amount), as a result of violation by the Buyer of the Agreement When using the Platform.