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Term of use

TERM OF USE

1. THIS IS AN IMPORTANT LEGAL AGREEMENT

These Terms of Use are a legally binding contract between you and the UTU entity specified in Section 14.11 below. They regulate your and our rights, duties and liabilities with respect to UTU, including all services, functionality and features made available or offered as part of or in connection with UTU and all versions thereof (including its web-based and mobile app versions and any publicly-accessible blockchain used by UTU).

You should carefully review these Terms of Use, as well as all other terms and conditions, rules, guidelines, policies and requirements that we may publish from time to time on UTU or notify to you (including our Privacy Notice, Ground Rules and Cookie Notice) (collectively referred to as Policies). You should do this before you start using UTU and on a regular basis afterwards. Policies are living documents and will evolve and change as UTU develops, so they are likely to be updated frequently. You should check them regularly so that you are acquainted with the most current versions that apply to your continued use of UTU. We will notify you (by email, direct message or notice posted on UTU) of any changes to the Terms of Use, Privacy Notice, Ground Rules or Cookie Notice that would affect your use of UTU. Policies are intended to supplement, rather than conflict with or override these Terms of Use, unless it is specificallystated otherwise in a Policy. You must comply with all Policies and any breach of a Policy will accordingly constitute a breach of these Terms of Use.

YOU SHOULD IMMEDIATELY CEASE ALL USE OF UTU IF YOU ARE UNCLEAR ABOUT ANYTHING IN THESE TERMS OF USE OR ANY OF THE POLICIES, OR IF YOU DO NOT AGREE TO ANY OF THEIR TERMS. IF YOU USE OR VIEW ANY ASPECT OF UTU, YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS OF USE AND THE POLICIES.

2.UTU FEATURES WILL CHANGE

The services, functionality and features available in UTU will change from time to time. We may remove or change existing services, functionality or features, or add new ones at any time and for any reason. These changes may happen with or without notice to you. We will endeavour to notify you (by email, direct message or notice posted on UTU) of any major changes we make. We do not commit or guarantee that any services, functionality and features available in UTU at any particular point in time will remain available as part of UTU.

3. WHO CAN USE UTU?

To use UTU, you must be at least 18 years old (or, where the laws of your place of residence require you to be older than 18 years old to access and use a service such as UTU, you must be at least that age). This is because laws and regulations around the world give minors (i.e. under 18s) special treatment and we will need to be sure we can meet all requirements before opening UTU to this category of user.

The full features and functionality of UTU are available only to our users who have a valid and active account with us. In order to qualify for an account, you must meet all eligibility criteria we set, including these: You must have passed our identity verification checks. Your place of residence must be a country or region where we make UTU accounts available. You must not have had a previous account which was terminated by us. You must not be a person prohibited from using UTU under these Terms of Use or Policies.

We reserve the right, in our sole and absolute discretion, not to allow anyone who applies for an account to create one, even if they meet the eligibility criteria, and/or to limit users only to individuals who reside in certain countries or regions. We also reserve the right, in our sole and absolute discretion, to terminate any userʼs account for any reason at any time. We may change our eligibility criteria, including by adding additional requirements, at any time with or without notice to you.

If you no longer meet our eligibility criteria at any time after you create an account, (including because of a change to our eligibility criteria), you must inform us and we may suspend or terminate your account.

4. ADDITIONAL ELIGIBILITY CRITERIA

No laws or other requirements that apply to you prohibit you from using any part of UTU or make it unlawful for you to use any part of UTU. You are not a citizen or resident of any country or region that is subject to any sanctions or other restrictions imposed or maintained by the United Nations, the United States, the European Union or its Member States, or other applicable government or international authorities (unless we, in our sole and absolute discretion, are satisfied that your use of UTU would not contravene any applicable law or regulation).

You do not appear on any list of prohibited, restricted or sanctioned persons or parties, including any such list maintained by the United Nations, the United States, the European Union or its Member States, or other applicable government or international authorities, and you are not part of a group that appears in such a list.

You are not at the relevant time in a country or region in which we do not permit access to UTU for any reason in our sole and absolute discretion, including but not limited to countries and regions mentioned in paragraph (b) above. We may implement geo-blocking measures that are designed to prevent access from any prohibited country or region. These measures may inadvertently block users who are not in a prohibited country or region from accessing UTU, but we assume no liability as a result.

If any of the above prohibitions did not apply to you when you started using UTU, but subsequently apply to you, you must immediately cease all use of UTU and, if you have already created an account, you must also immediately inform us by contacting our Help Center.

If you are not a citizen or resident of any country or region mentioned in paragraph (b) above, but you are temporarily present in any such country or region, then for so long as you are present in that country or region you must not use UTU.

5.COMPLETING OUR IDENTITY VERIFICATION PROCESS

As part of the sign-up process to open an account, you may be asked to complete an identity verification process by sharing certain personal information about yourself with us and/or any third-party service providers who we engage to conduct checks to verify and confirm your identity. Our third-party providers may be located and/or carry out their functions anywhere in the world. The information that we and/or our third-party service providers may request for this purpose include:

(i) your full legal name;

(ii) your email address;

(iii) your preferred name;

(iv) your age, and

(v) human signup information that uses liveness and face detection software to verify that you are real and physically present based on the ‘selfieʼ that you upload.

This information will be used by us and our third-party service providers to: verify your identity carry out checks with respect to money laundering, terrorist financing, fraud, financial crimes and other compliance matters, and enable us to comply with applicable laws and regulations and our internal policies.

As part of the sign-up process, you may be redirected to a site maintained by our third-party provider and submit the documentation required to verify your identity to our third-party provider. Our third-party provider may give us copies of all information that you have shared with them, including copies of any documents that you submitted to them. We store and process this information for limited purposes in accordance with our Privacy Notice.

You hereby authorize us and our appointed third parties to make all necessary inquiries (including to governmental, regulatory, law enforcement and other agencies around the world) that we or our third-party providers may deem necessary to verify your identity, to comply with applicable laws or regulations or to protect you and our other users, and to disclose information about you to governmental, regulatory, law enforcement and other agencies around the world. You hereby confirm and undertake that all information you provide to us and our third party service providers as part of the identity verification checks will be true, accurate and complete, and that all documents submitted by you as part of your account creation process will be authentic and not modified in any way. If we or our third-party service providers have any reason to believe that any information provided by you is wrong, inaccurate, outdated or incomplete, at any time, we may require you to provide corrected, updated and complete information. If you fail to comply with any such request, it will delay or even prevent the creation of your account (or where you already have an account, we may terminate your account).

We may, from time to time, require users to provide additional information or to undergo new identity verification checks, as a condition to their continued use of UTU and/or to be able to use certain features or functionalities of UTU. Please see our Privacy Notice to learn about the limited purposes we use this information for. We reserve the right to take any action referred to in Section 6.4 with respect to any user who fails to comply with such a request.

6. OPENING AND ACCESSING YOUR UTU ACCOUNT

6.1 One Account Per Person

As an individual, you may only ever have a single UTU account at a given time.

6.2 Keeping Your Account Secure

Your account is personal to you. That means you must not allow any third party to use your account, ever. You should never share your account login details or passwords with anyone, and you should keep those safe and secure. If you know or suspect that anyone other than you has accessed your account, or you know or suspect that your account (including login and password details) has been compromised, you must notify us immediately by contacting our Help Center. Following such notification, and subject to any reasonable checks we may conduct to verify the authenticity of your notification,we may suspend your account and may require you to take other actions, including providing assistance to us with regards to any investigations that we may launch and setting up a new account (including undergoing the identity verification checks again).

We assume no responsibility or liability of whatever nature for any activities conducted through your account, including content posted on UTU or use of tokens.

6.3 If You Lose Access to Your Account

If you lose or forget your login or password details, you should contact our Help Center. We may require you to prove that you are who you say you are, and that the account belongs to you, before we take any action.

We may not be able to help you regain access to your account in all circumstances. If that is the case,we may (in our sole and absolute discretion) allow you to apply for a new account.However in those circumstances you will not be able to transfer anything (including tokens or records of activities) from your old account to your new account. If we can establish that your old account held any tokens,we may, in such an event and in our sole and absolute discretion, decide to credit you with such number of tokens as we see fit, but we are under no obligation to do so.

6.4 Our Powers in Respect of Your Account

We may take any measures we consider in our sole and absolute discretion appropriate with respect to your account, your use of UTU, your tokens and/or any user content generated by you on UTU,with or without notice to you, including in circumstances where we believe:

(i) you no longer meet any eligibility criteria;

(ii) you are in breach of these Terms of Use;

(iii) your account has been used or is being used in an unauthorized or fraudulent manner;

(iv) there is or is likely a breach of security or misuse of UTU because of your actions;

(v) it is necessary to protect us or any UTU users;

(vi) there is potential for any liability or harm; or

(vii) it is necessary to comply with any applicable law, regulation or policy. Such measures may be taken at any time,without notice and without giving reasons, and may include:

Termination – we may terminate your account and/or your ability to use UTU, and may also prevent you from creating a new account in future.

Removing content – we may remove, hide or restrict the availability or accessibility of any or all user content generated by you.

Removing tokens – we may permanently remove any or all of your tokens from your account and/or cancel them.

Restrictions – we may temporarily or permanently prevent you from accessing your account, limit the actions you are allowed to take on UTU, freeze any tokens in your account or prevent you from receiving tokens.

Re-verifying identity – we may require you to redo the identity verification process.

6.5 Termination of Your Account at Your Request

You may ask us at any time to terminate your account by contacting our Help Center, or we may terminate your account in accordance with these Terms of Use.

6.6 Consequences of Termination

On termination of your account, you will not have any claim to any remaining tokens balance. We will be allowed to do with such tokens balance anything we see fit, including deleting, redistributing or burning those tokens. All user content created by means of your account will remain on UTU, subject to any applicable provisions of our Privacy Notice.

7.CONTENT, BEHAVIOUR AND USING UTU

7.1 Your User Content is Visible to All

You understand that all user content created by means of your account will be visible to all users of UTU, with a hash of it being stored on the blockchain for auditability, and that it will be clear to anyone that the user content was created by your account and attributable to you (unless and until we enable anonymous posting, but even in that case we may be able to attribute user content to specific users).

7.2 Use UTU Yourself

You must use your account for yourself only and not on behalf of or for the benefit of any other person or entity.

7.3 User Content that includes intellectual property

Should you post user content that contains intellectual property of anyone else (for example, extracts from another publication, or video, audio or images created by someone else), you must, before you submit that as part of your user content, make sure that you have obtained all necessary rights and permissions to include that as part of your user content, and you must comply with any restrictions imposed by the rights holder.

Unauthorized use of third-party intellectual property is strictly prohibited and may expose you to legal action by the rights holder, as well as other sanctions described in these Terms of Use and other Policies.

7.4 User Content and Behavior

You must at all times comply with our Ground Rules with respect to your user content or behavior or when taking other actions allowed on UTU. We reserve the right in our sole and absolute discretion to take action (or not to take action) in accordance with the Ground Rules or these Terms of Use when we receive a report of potential breach.

7.5 You are Responsible for Your Account

You hereby agree that you are fully responsible and liable for all actions taken by you or by means of your account (including where third parties obtained access to your account). This means you are liable for, amongst other things:

all user content created by means of your account

all actions taken by means of tokens through your account, and

all other activities on UTU conducted through your account.

7.6 Prohibited use of UTU

You must not:

commit any act or omission that would cause you or us to be in breach of any applicable law or regulation, or any provision which we regard as similar, or use UTU in a manner that would be contrary to any laws that apply to you (which may be different from country to country) fail to abide by the Ground Rules or any other Policy in any way use UTU in a way that would negatively impact other users or other persons, or that could negatively impact the operation or functioning of UTU use another userʼs credentials to access UTU use UTU if you are prohibited from doing so by Section 4 circumvent any features, functionality or security measures that we employ in UTU, including for example by using IP obscuring technologies like virtual private networks to prevent us determining the place from which you are using UTU gain unauthorized access to UTU, any server on which UTU is stored or operates or any server, computer or database connected to UTU introduce any viruses,worms, malware, trojan horses or other malicious, harmful or destructive content to UTU or another userʼs account introduce smart contracts, programs, executable code or other changes into UTU or any of the infrastructure supporting UTU use robots, crawlers and similar applications in any way in connection with UTU or use any automated means not provided by us as part of UTU to post content or engage in any other action on UTU send automated or machine-generated queries or other content copy, distribute, modify or create derivative works of UTU or any content published on UTU, except that you may use a portion of another userʼs post on UTU when responding to or commenting on that post, provided you do so fairly and in accordance with our Ground Rules and applicable laws and regulations breach the security of UTU or attempt to do so publicly identify any security concerns of UTU and you should instead contact us immediately through our Help Center if you suspect any security concerns collect, harvest or otherwise use or obtain personal information of other users without their consent intentionally report user content or behavior as being in breach of our Ground Rules,without reasonable reason to believe so do or purport to do anything in breach of Section 8.3 participate in any activities to manipulate rewards or tokens mechanisms that feature in UTU or artificially inflate rankings for posts, or attempt to do any of the foregoing or encourage or induce anyone else to engage in any prohibited uses of UTU.

7.7 User Content and Behavior on UTU

We may remove, hide, amend, preface, prohibit or otherwise moderate any user content or behavior where we deem it necessary or appropriate to do so, including where content or behavior breaches or is liable to be moderated by our Policies or could otherwise cause any liability or risk, but we are not obligated to do so.

User content and behaviour is moderated reactively in accordance with our Ground Rules and related Policies. We do not proactively moderate any user content (that is,we do not screen user content for compliance before it is posted) although we may do so at any time.

You acknowledge that user content represents the views of the user that posted that user content, and does not in any way mean that we endorse, sponsor, recommend, agree or encourage that user content or any underlying ideas or beliefs. We make no representation that the information or opinions provided on UTU are accurate, reliable or complete. We assume no responsibility or liability of whatever nature for any user content.

By posting user content on UTU, you grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, distribute, publish, process and adapt your user content for the purposes of providing it on UTU and promoting us and any other products or services offered by or associated with us (including UTU),without providing you with any notice or compensation or requiring your consent, except as required by law. Your user content will be visible to other users (and potentially to other third parties) who may if permitted by applicable law or regulation share or duplicate your user content on UTU or elsewhere.

Where we provide you with the ability to delete user content, or where we delete user content,we will use reasonable efforts to remove it from UTU.However, you acknowledge that it may not be possible to delete all instances of user content (e.g. in caches) and that user content may remain available on our servers and to anyone who has taken a copy of any part of that user content (including via screenshots) and that certain data and cryptographic hashes of content posted by you may remain on the blockchain as described in Section 9 and in the Privacy Notice.

We may interface with third-party services and platforms (such as LinkedIn, Facebook, Twitter, etc.) by, for example, reposting user content from UTU onto such third-party services and platforms. Other users may do the same thing with your user content.Use of those third-party services and platforms is governed by their respective terms of service, not by these Terms of Use. When you post any user content (whether yours or another userʼs) you bear the sole and exclusive responsibility for complying with such other terms of service.

7.8 Third-party content

We may display third-party content, advertisements, links, promotions, logos and other materials on UTU for your convenience. We do not approve of, control, endorse or sponsor any third parties or their content and make no representations or warranties of any kind regarding such third-party content. Your use of or interaction with any third-party content and any third party that provides third-party content are solely between you and such third parties and we are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on any third-party sites that may be linked via UTU nor can it be assumed that we have reviewed or approved such third-party sites or their content, nor do we warrant that the links to these sites work or are up to date. You click any links and visit any websites at your own risk.

8. RECEIVING AND USING UTU TOKENS

8.1 Introduction

Users who have an active UTU account may receive tokens in connection with their use of UTU. Users who do not have a UTU account will not be eligible for or receive tokens.

The number of tokens available to you to use is indicated in your UTU account as your token balance.UTU tokens are designed solely for use within UTU platform and may not be used for other purposes.

In this Section, we describe what tokens are and explain their nature (and specifically, that tokens are beta utilitytokens, not intended to be a currency, cryptocurrency, security, commodity, investment or anything similar). We may, at any time and in our sole and absolute discretion, decide to change the nature of tokens, revoke all or some tokens (with or without replacing them with something else) or cease the use of tokens altogether. We will inform you of any such changes.

8.2 How to Receive UTU Tokens

You may receive tokens in a number of different ways, such as: Daily allocation – you may receive a daily allocation of tokens if you are an active user and perform certain community task, for example: ‘daily visit’, in such number and at such times as determined by us in our sole and absolute discretion (which may be changed by us at any time). Like Rewards and other features and functions – you may receive tokens through Community Daily Rewards or other features and functionalities provided on UTU.

From us – we may, in our sole and absolute discretion, decide to give you tokens for any reason, including (by way of example only):

(i) as part of any promotional activities; or

(ii) where we allow you to create a new UTU account after your previous account has become inaccessible.

Tokens that you are eligible to receive will not necessarily appear in your UTU account as part of your available token balance. We may require you to use a specific feature, take certain actions or fulfil any other additional requirements in order for you to receive them into your available token balance, and we may impose time limits for doing so. A failure to comply with any requirements within any specified time limit may mean you will not receive those tokens and you will have no right to claim for such tokens.

We reserve the right to treat certain users differently when it comes to the allocation of tokens. The fact that some users receive tokens under certain circumstances does not allow other users any right or claim to receive similar tokens or to receive tokens under similar circumstances.

We reserve the right, at any time and in our sole discretion (with or without notice),

(i) to change, terminate or revoke the functions, features and/or permissible uses of tokens,

(ii) to change the manner in which some or all users receive tokens and/or the number of tokens received through UTU It or other means

(iii) to cease any of the means by which users may receive tokens,

(iv) to impose or relax requirements with respect to receiving or using tokens and to determine whether any requirements have been complied with,

(v) to receive and use tokens ourselves (or through our affiliates) at such times and in such amounts as we see fit,

(vi) to adjust or reset the token balance on your UTU account (including resetting it to zero), and

(vii) to create new types of tokens for use on UTU.

There is no ability to buy or otherwise acquire tokens through trades (whether for money or other consideration), nor is there any ability for you to “mine” or independently generate tokens. The fact that you may have received tokens in the past does not give you any expectation or right to receive tokens in the future.

8.3 How to Use UTU Tokens

UTU tokens may be used only on UTU, and only for the purposes specifically allowed on UTU. Any other use is strictly prohibited. Your use of tokens will be fully visible to all other UTU users and will be attributable to you. You can never use more tokens than the number of tokens available in your token balance on your UTU account.

We reserve the right, in our sole and absolute discretion, to change the way in which users may use tokens. We reserve the right in our sole and absolute discretion to reverse any use of tokens or any other action with respect to tokens, for any reason or for no reason whatsoever and with or without notice to any user concerned.

You must not: buy, sell, trade or exchange tokens for real currency, or any other consideration, “gift” tokens or accept tokens, whether on UTU or outside of UTU. The only exception to this rule is where tokens are provided by one user to another by means of and in accordance with UTU features and functionalities and the Policies governing those features and functionalities, agree to use, or use, tokens (including as permitted on UTU) in return for any consideration, promise, gift or otherwise offered by any other person (whether a user or not), or make any proposal to any other person to use their tokens in return for any consideration, promise, gift or otherwise, use tokens as any form of collateral or security, whether on UTU or outside of UTU, or pledge or encumber tokens in any way (or make any commitment to do so), create, or become engaged in any way, in any “grey market” in connection with tokens, use tokens in any manner that is prohibited under any applicable law (including any fraudulent activity, money laundering, financing of terrorists or other unlawful activity), or attempt to do, or facilitate, any of the foregoing or encourage or induce anyone else to engage in any of the foregoing. Any breach of this Section 8, however small, shall be a material breach that may result in the immediate termination of your account and result in you being permanently banned from UTU.

8.4 Nature of UTU Tokens

Tokens are in beta. Tokens are purely an incidental feature of UTU and have no application outside of UTU. Tokens are not intended to be, constitute or represent, anywhere in the world, any form of: currency, general cryptocurrency, deposit, stored value facility, stablecoin, multifunctional digital asset, commodity, interest in a collective investment scheme, security, financial instrument, electronic money, regulated instrument, regulated asset, or similar, property (including intellectual property), interest in or entitlement to use UTU, any of the features that form part of UTU or any related assets, or right (enforceable or otherwise) or expectation of whatever nature against us, any of our affiliates, any user or any other person. However, we make no warranty or representation in this regard. Tokens are not redeemable for cash or any other form of consideration and have nil monetary value. We expressly disclaim any monetary value. You should not treat tokens as a speculative investment or any other sort of investment. Tokens are not guaranteed or secured by any person, asset, entity, organization, scheme, venture or project (including UTU) in any way and no person is obliged to redeem or purchase them.

No service or other relationship shall be created between you (on the one side) and us, any of our affiliates, any other user or any other person (on the other side) in respect of any activities carried out by means of tokens. Any incidental benefit obtained by us, any of our affiliates or any other person from or as a result of your use of tokens is voluntarily provided by you and you shall not have any right or claim to be compensated for that benefit. We do not provide or facilitate, and users are prohibited from using tokens in connection with: (i) an online digital asset trading platform for UTU tokens; (ii) any investment services (including portfolio management services or investment advice); (iii) any deposit-taking services; (iv) any payment or money transmission services; or (v) any gambling, gaming or lottery services. No information contained on UTU or otherwise communicated to you by us or any of our affiliates is intended to form the basis of any investment decision or to amount to an investment recommendation and/or investment advice.UTU is not intended to constitute an offer or solicitation to buy or sell a security or any other financial instrument or electronic money or to engage in any regulated service or activity.

8.5 Our rights with respect to UTU Tokens

You have no property or right in, over or to tokens and we reserve the right, in our sole and absolute discretion, and at any time (for any reason or for no reason whatsoever) to: restrict your ability to use tokens in any manner we deem fit, even where you have a positive token balance, or reduce or increase your or any other userʼs token balance by such number of tokens as we deem fit (including to zero). To the extent that there exists any intellectual property rights in tokens, all of those rights are reserved entirely and exclusively by us and our affiliates and no person (including a user) shall be granted any right or license therein.

8.6 Tax

We do not make any representation, warranty or otherwise whether or not your receipt or use of tokens will be subject to any taxation of whatever nature by any authority anywhere in the world. You should obtain independent advice with respect to all tax and other implications concerning tokens (including their receipt or use) and shall be solely responsible for your own tax affairs. Under no circumstances shall we or any of our affiliates be liable to you or any other person whatsoever, for any tax or similar consequences arising from your or their receipt or use of tokens, or to provide any assistance to you or other persons with respect to the preparation or filing of any statutory or other forms or submissions to any tax or other authority.

8.7 Regulatory standing

We do not make any representation or warranty of whatever nature regarding any requirement for you to register or obtain any kind of license or other consent from any governmental, regulatory or tax authority anywhere in the world in connection with your use of UTU or the use or receipt of tokens. You should obtain independent advice with respect to your regulatory standing and shall be solely responsible for your own compliance with any regulatory rules that may apply to you.

9.CONSEQUENCES OF USING BLOCKCHAIN

UTU utilizes blockchain technology to store information concerning user activities on UTU. By storing information on the blockchain,we are able to ensure there is proof that those activities took place on UTU. We currently use a private blockchain (i.e. a blockchain that is managed and controlled entirely by us and/or our affiliates) that we call the UTU Chain to support UTU. We may allow anyone who wishes to have access to the UTU Chain (including you) to obtain such access. We may also, in our sole and absolute discretion, decide not to allow access to anyone, for any reason or for no reason.

You are not required to have access to the UTU Chain to be able to use UTU. However, where you do request access and we allow that, your access and use is governed by these Terms of Use. You: agree to access the UTU Chain only through designated access points provided by us, and not by any other means shall not allow any other person to obtain access to the UTU Chain through the means made available to you shall not make any attempt to modify, alter, edit or delete any part of the UTU Chain, including through the deployment of any smart contracts on the UTU Chain or by integrating any software into any part of the UTU Chain may not reproduce any part of the UTU Chain to mislead, defraud or otherwise commit malicious acts against any person (whether criminal or not) or as part of any scam shall not publicly distribute or create derivative works of any part of the UTU Chain shall not make any attempt to bypass any security or other measures implemented by us in connection with the UTU Chain, or take any steps intended to obtain personal information from the information posted to the UTU Chain. All restrictions and prohibitions concerning the use of UTU, including those set out in Sections 7.6 and 12, shall apply similarly to your access and use of the UTU Chain. We have no responsibility to teach you how to access or otherwise use the UTU Chain or blockchain in general. We may in future use any other blockchain, including a public blockchain (i.e. a blockchain that is not managed and controlled by us), to support UTU and the terms of this Section shall equally apply to your access to such blockchain insofar as it concerns UTU.

10. LIABILITY, EXCLUSION AND INDEMNITY

10.1 Release

We are not responsible and will not become involved in any disputes between users on or in connection with UTU. If you have a dispute with any other user, you release us, our affiliates and their affiliates as well as our third-party service providers, and each of our and their respective officers, directors, agents, jointventurers, employees and representatives, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

Where you require us, in accordance with applicable law, to become involved in any dispute between you and a user, you agree to fund all reasonable costs of our involvement.

10.2 No warranties

UTU is provided “as is” without warranty or condition of any kind, either express or implied, including, but not limited to, the implied terms of satisfactory quality, merchantability or fitness for a particular purpose. Without limiting the foregoing,we make no warranty or condition that: (i) UTU will meet your requirements; (ii) UTU will always be available or uninterrupted, timely, secure, free of viruses or error-free; (iii) the results that may be obtained from the use of UTU will be effective, accurate or reliable; and (iv) the quality of any materials purchased or obtained by you from UTU will meet your expectations.

Where applicable law of any state or jurisdiction that applies to you does not allow us to exclude implied terms or to introduce limitations on how long an implied warranty may last, the above limitations may not apply to you and, instead, all implied warranties are excluded insofar as applicable law allows us to exclude them and limited to the minimum period mandated by those applicable laws.

10.3 Exclusion of liability

The exclusion of liability in this Section applies whether or not we have been advised of the possibility of losses or damages.

We will not be liable in contract, tort (including negligence), statutory duty or otherwise, for any losses or damage, whether direct or indirect (including loss of profits, loss of goodwill, loss of revenue or savings, loss of assets, loss of business, loss of anticipated benefit or loss of opportunity), or for any consequential, special, punitive or incidental loss or damage of whatever nature, in each case that may result from use of UTU. Without prejudice to the above, we will not be responsible or liable to you or any other person in contract, tort (including negligence), statutory duty or otherwise for any loss or damage arising from: anything caused by you, such as forgotten passwords or login details, incorrectly constructed transactions, or mistyped content or instructions server failure or data loss or leakage (howsoever caused) corrupted data or files unauthorised access, or third party activities, including the use of viruses, phishing, brute forcing or other means of attack against UTU.

Where any applicable law prohibits us from excluding our liability to the extent set out in this Section, our liability shall be excluded to the maximum extent allowed under applicable law.

10.4 Limitation of liability

In no event will our cumulative liability to you,whether in contract, tort (including negligence), or otherwise, exceed the greater of: the aggregate amount you paid to us to access or use UTU in the most recent three-month period (if applicable), or US$50, unless applicable law prohibits us from limiting our liability to this extent, in which case our liability shall be limited to the minimum amount that applicable law imposes on us.

10.5 Saving clause

Nothing in these Terms of Use excludes or limits our liability to you where we are not allowed to exclude or limit liability under applicable law, including where any special protection is afforded specifically to consumers by mandatory provisions of the law of your place of residence. This includes liability for death or personal injury arising from our negligence or the negligence of our employees, agents or sub-contractors, or for fraud or fraudulent misrepresentation.

10.6 Indemnification

You agree to indemnify and hold us, our affiliates and service providers, and each of our or their respective officers, directors, managers, agents, jointventurers, employees and representatives, harmless from any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your use of UTU, your account, your user content, your breach of these Terms of Use, or any Policies, or your violation of any duty, obligation, law, rule or regulation, or the rights of any third party.

11. FAQ,COMPLAINTS, FEEDBACK AND DISPUTE RESOLUTION

11.1 FAQ

If you have any questions about these Terms of Use or Policies, or questions about our practices related to UTU, you may wish to consult our FAQ.

11.2 Complaints

If you have any questions or complaints relating to UTU, please contact our Help Center.

11.3 Dispute Resolution

You agree that any claim, cause of action or dispute that you have against us and which arises or relates to these Terms of Use,UTU, your account or any activities conducted by means of UTU (a “Claim“), must be resolved in the relevant competent court specified below and that the relevant governing law specified below shall govern these Terms of Use and any Claim,without regard to conflict of laws provisions.

You understand that the relevant competent court may not be located in your place of residence, and the relevant governing law may be different from the law that applies in your place of residence.

The foregoing submission to jurisdiction does not exclude any additional protection afforded specifically to consumers by mandatory provisions of the law of your place of residence.

You agree that we may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.

11.4 Feedback

If you decide to submit feedback – whether that be questions, comments, suggestions, ideas, original or creative materials or other information – to us, you do so on your own accord and not based on any request or solicitation from us. You agree that feedback does not constitute or include your user content. We reserve the right to use feedback for any purpose at no charge and without compensation to you.Do not send us feedback if you expect to be paid or want to continue to own or claim rights to your feedback. If you decide to send us feedback, you acknowledge and understand that we make no assurances that your feedback will be treated as confidential or proprietary.

12. SYSTEMS AND SECURITY

12.1 Systems

UTU is run on technology systems (hardware, software, databases and the like) selected and maintained by us or our subcontractors and third-party providers. We may change these technology systems from time to time, including by updating or upgrading them, replacing them with other systems, removing systems, adding new systems and changing the location at which any of these systems are located or hosted. We may also appoint sub-contractors and other third-party providers to perform functions in relation to the operation of UTU. We may do so for any reason or for no reason whatsoever, and at any time. We will not provide any notice to you of any such changes or appointments. You are responsible for making all arrangements necessary for you to have access to UTU, including the technology necessary to access and use UTU (e.g. computer and compatible browser for the internet version and a compatible mobile or similar device where you access UTU via one of our apps). Where you download and install any UTU app made available by us, you may be required to accept additional terms applicable to the use of that app. Your ability to continue accessing UTU via such an app will be subject to us continuing to make that app available and you complying with all of the Policies governing your use of that app.

12.2 Security

We do not guarantee that UTU will be secure or free from bugs or viruses and all limitations on and exclusions to our liability in respect of security is limited in accordance with Section 10. You should use your own virus protection software and continuously update your anti virus definitions and libraries, and ensure all software (including browsers and any app that we may make available to you) that you use to access UTU is up to date

You must not attack UTU including,without limitation, via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you could commit a criminal offense under the UK Computer Misuse Act, the US Computer Fraud and Abuse Act, or similar laws. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use UTU will cease immediately.

13. INTELLECTUAL PROPERTY

All rights, title and interest in and to UTU, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and goodwill associated therewith, but excluding any user content are our (or our licensorʼs) exclusive property. Any unauthorised use or reproduction is prohibited.

Without limitation, “UTU” , the UTU token icon, the UTU diffusion gradient, the “Redefine Social” slogan and associated logos are our trademarks. Nothing herein shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark published as part of UTU. We reserve all rights with respect to copyright and trademark ownership of all material on UTU, and we may enforce such rights to the full extent of the law. For additional information about trademarks used by UTU, please see our Trademark Notice.

We grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use UTU for lawful purposes in accordance with these Terms of Use, however you may not use or reproduce any of our trademarks without our prior permission.

You may not copy, reserve engineer, modify or create derivative works of our intellectual property in any way or by any means. You may not use any name, mark, logo or domain name that is confusingly similar to our marks, logos and internet domain names. You must refrain from any action or omission that may dilute or damage our goodwill.

You may only access, use and print the information and material on UTU for non-commercial or personal use provided that you are authorised to access such information or material and keep intact all copyright and proprietary notices. You must not otherwise reproduce, adapt, store, transmit, distribute, print, display, commercialize, publish or create derivative works from any part of the content, format or design of UTU. Nothing in these terms will be construed as conferring any right or license to any of our or our affiliatesʼ patents, trademarks, copyrights or other proprietary rights, whether by implication or otherwise.

14. GENERAL

14.1 Your compliance with all applicable laws

You must comply with all applicable laws and regulations and third-party rights (including,without limitation, intellectual property, defamation and data privacy laws) in your use of UTU.

14.2 Open source software

We may make (but are not required to make) all or parts of the source code for the software we develop in relation to UTU available as open source software. If you access or use this software, you agree to be bound by and comply with any license that applies to this open source software. You will not indicate that you are associated with us in connection with your use, modifications or distributions of this open source software.

14.3 Changing or terminating Terms of Use and Policies

We may update or change these Terms of Use or any Policies, and may add new terms and conditions, at any time. Once any updated terms have been published on UTU or notified to you, they will become effective and you will be bound by them if you continue using UTU. If you do not agree to abide by any changed or new terms, you should stop using UTU in any way. We also reserve the right, in our sole and absolute discretion, to terminate these Terms of Use and our agreement with you for any reason at any time, including where we have terminated your account. Sections 10 through 15 shall survive any termination of these Terms of Use

14.4 Entire agreement

These Terms of Use, together with the Policies and other notices on UTU, make up the entire agreement between you and us regarding UTU and your use of UTU. These Terms of Use supersede any prior or contemporaneous agreements, communications and proposals,whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms of Use).

You acknowledge and agree that these Terms of Use are to be agreed to electronically, and that electronically-executed contracts and agreements, and electronically-delivered documents, are enforceable, reliable and appropriate.

14.5 No relationship or third-party beneficiaries

These Terms of Use do not create any agency, partnership, employment or fiduciary relationship between you and us.

You will not transfer any of your rights or obligations under these Terms of Use, or your UTU account, to anyone else without our consent. Any attempted or actual assignment by you,without our prior written consent,will be null and void. These Terms of Use do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.

14.6 Reservation of Rights

We reserve all rights not expressly granted to you.

14.7 No waiver

The failure of us to exercise or enforce any right or provision of these Terms of Use or Policies shall not constitute a waiver of such right or provision. Any ambiguities in the interpretation of these Terms of Use or Policies shall not be construed against the drafting party.

14.8 Severability

In the event that any provision of these Terms of Use or any Policy is determined to be unlawful, void or unenforceable, these Terms of Use or that Policy (as applicable) will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from the remainder. A determination that provisions are unlawful, void or unenforceable will not affect the validity and enforceability of any other remaining provisions.

14.9 Use of sub-contractors and third-party service providers

We are entitled to make use of third parties as subcontractors or to provide services to us that we use in connection with UTU, and to change those third parties from time to time.

14.10 Assignment and transfer

These Terms of Use are personal to you and you may not assign, novate or otherwise transfer them to any other person.

We are entitled, by notice to you, to assign, novate or otherwise transfer any of our rights or obligations under these Terms of Use to any one of our affiliates, transferees and successors, including as a result of any corporate restructurings or by way of changing the relevant contracting UTU entity specified below. Where we do so,we will publish the information on UTU or notify you. You will not be required to consent to such an assignment, novation or other transfer nor may you object thereto. If you are not satisfied with our assignment, novation or other transfer, you should stop using UTU.

You also agree that we may at any time transfer the operation of UTU or any part thereof, including any or all data and user content, to our affiliates, transferees and successors.

14.11 Contracting UTU Entity, Competent Court and Governing Law

15. FORWARD-LOOKING STATEMENTS

In making statements expressing our vision, plans or expectations with respect to UTU, we do not guarantee anything, and all aspects are subject to change at any time and in all respects at our sole and absolute discretion, with or without notice. We call these “forward-looking statements” ,which includes statements that we may publish on UTU and in other material, other than statements of historical facts, such as statements regarding UTUʼs development, expected performance, and future features, or our business strategy, plans, prospects, developments and objectives. These statements are only predictions and reflect our current beliefs and expectations with respect to future events; they are based on assumptions and are subject to risk, uncertainties and change at any time.

We operate in a rapidly changing environment and new risks emerge from time to time.Given these risks and uncertainties, you are cautioned not to rely on these forward-looking statements. Actual results, performance or events may differ materially from what is predicted in the forward-looking statements. Some of the factors that could cause actual results, performance or events to differ materially from the forward-looking statements include, without limitation: technical feasibility and barriers; market trends and volatility; continued availability of capital, financing and personnel; product acceptance; the commercial success of any new products or technologies; competition; existing, new and changing regulation and laws; actions or decisions of government agencies or authorities; and general economic, market or business conditions. All statements are valid only as of the date of first posting and we are under no obligation to, and expressly disclaims any obligation to, update or alter any statements, whether as a result of new information, subsequent events or otherwise. Nothing that we publish constitutes technological, financial, investment, legal or other advice, either in general or with regard to any particular situation or implementation. Please consult with experts in appropriate areas before implementing or utilising any information that we publish.

Date of Last Update: February 14, 2020