iCrypto, Inc.
TERMS OF SERVICE
May 2017

Welcome to iCrypto! Please read these Terms of Service (“Agreement”) carefully because it is an agreement between you (“Customer”, or “you”) and iCrypto, Inc. (“iCrypto”, “we,” “us” or “our”), and governs your access to and use of the iCrypto systems and services, our website(s) located at www.iCrypto.com (the “Site”), our mobile device application (the “App”) and related services (all collectively, the “Services”).

Accessing and using the Services by or on behalf of a company or other organization, maybe covered by additional Terms of Service contained in that organizations agreement with us. You are, therefore, also bound by those provisions and are encouraged to obtain the details from your system administrator. Use of and access to the Services is conditioned upon compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Access to or use of the Services indicates that you understand and agree to be bound by this Agreement.

We may modify this Agreement (including any policies we reference), in our sole discretion and at any time, by posting a revised version on the Site or by otherwise notifying you in accordance with Section 11.6. It is important that you review this Agreement whenever we modify it because if you continue to use the Services after we have posted a modified Agreement on the Site or notified you, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

You may be offered a free trial to our Services as described on our Site or via other means (the “Trial”). You may be required to agree to additional terms and conditions, which will be presented to you prior to your registration for the free trial. If you choose to subscribe to the Services at or before the end of the Trial Period, we will preserve your Data (as defined in Section 5.2) for your subscription plan. If you do not subscribe to a paid subscription plan at or before the end of the Trial Period, we reserve the right to process the Data to further develop the Services, including, but not limited to, analyze usage, volume, and any problem areas. If you elect to delete your Data after the expiration of the Trial Period, we will comply within 60 days.

To access and use the Services, you will need to register with us and create an account (“Account”). An organization may have already registered you as part of the organization. You can have multiple accounts if you are registered by multiple organizations or also personally. We reserve the right to suspend or terminate your Account(s) if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. You are responsible for maintaining the confidentiality of your Account, including the login and passwords for all users whom you have authorized to access your Account (“Authorized Users”). You agree to notify iCrypto (legal@icrypto.com), if any passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your Account, including those carried out by any Authorized Users associated with your Account. You will promptly notify iCrypto of any unauthorized use of or access to the Services.

Subject to your compliance with the terms and conditions of this Agreement, we will make the Services available to you and your Authorized Users during the subscription term or Trial Period. We hereby grant you and your Authorized Users a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term or Trial Period, solely for your direct use. Your rights in the Services will be limited to those expressly granted in this Section 2.2. iCrypto and its licensors reserve all rights and licenses in and to the Services not expressly granted under this Agreement.

You will not: (i) sell, resell, license, sublicense, distribute, rent or lease the Services, whether for a fee or not; (ii) copy the Services in whole or in part; (iii) access the Services in order to build a competitive product or service; (iv) reverse engineer any part of the Services; (v) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement or applicable documentation; (vi) attempt to gain unauthorized access to any part of the Services or its related systems or networks; (vii) transmit a virus to, overload, flood, spam, or paralyze the Services or take any action or inaction which interferes with the integrity of the Services; or (viii) encourage, authorize, or enable anyone to do any of the foregoing.

The Services are purchased as a subscription. By subscribing to the Services, you agree to pay iCrypto the fees set forth in the applicable Order Form, which is presented to you by iCrypto at the time when you purchase your subscription and incorporated herein by reference. Except as otherwise specified in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable.

An organization may have setup an account for you under a corporate account. You will be bound by the Terms of Service contained in such agreement in addition to this Agreement, however, the Terms of Service of the corporate account shall prevail in the event of a conflict.

If you provide credit card or debit card (“Payment Card”) information to us, you authorize iCrypto (i) to charge your Payment Card for verification, pre-authorization and payment purposes at the beginning of each subscription term and any renewal subscription term(s) as set forth in Section 6.2 (Term of Purchased Subscriptions), and (ii) to bear any additional charges that your bank or other financial service provider may levy on you. Such charges shall be made in accordance with any different billing frequency stated in the applicable Order Form used at signup. We reserve the right to suspend or cancel your subscription plan if we are not able to charge your Payment Card for any payment period. If you have any concerns or objections regarding charges, you agree to raise them with iCrypto first and you agree not to cancel or reject any Payment Card charges unless you have made a reasonable attempt at resolving the matter directly with iCrypto.

The Order Form specifies the method of payment and the whether the payment is in advance or in arrears and we will issue an invoice accordingly. Unless stated otherwise in the Order Form, invoiced charges are due net thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. All past due amounts will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

We reserve the right to change our fee schedule at any time and we will notify you in advance of such changes becoming effective. Changes to the fee schedule will not apply retroactively and will only apply after your subscription term for your subscription renewal. If you do not agree with the changes to the iCrypto fee schedule then your only recourse is to stop using the Services.

All stated fees are exclusive of taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your use of the Services, except for taxes based on iCrypto’s net income.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Subject to your compliance with this Agreement, iCrypto grants you a limited non-exclusive, non- transferable and non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in this Agreement, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. iCrypto reserves all rights in and to the App not expressly granted to you under this Agreement.

We and our licensors exclusively own the Services and all copyrights, patents, trademarks, and other intellectual property rights therein. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on the Services.

We do not claim any ownership rights in any data, files, text, graphics, software, works of authorship of any kind, and information or other materials that may be captured, or that you transmit to, upload to, run on, process on, store in, cause to interface with, or use, in connection with, your Account on the Services (“Data”). Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit this Data.

You hereby grant to ICrypto a non-exclusive, worldwide, transferable license to use, reproduce and distribute your Data solely in connection with the use of the Services and our provision of the Services to you. You represent and warrant that you or your licensors own all right, title and interest in and to this Data and that you have all rights in this Data necessary and sufficient to transmit to, upload to, run on, process on, store in, cause to interface with, or use, in connection with, your Account on the Services, and to grant the rights contemplated by this Agreement. You are solely responsible for this Data, including but not limited to the development, operation, maintenance, and use of this Data.

For the Services to perform the functions for which it was designed, the Services will gather and transmit certain technical information, bio-metric information, Account information, and information associated with your use of the Services, to our servers, including but not limited to application telemetry, IP addresses, IP configurations, stored sessions, open ports, account credentials, network information, and device operating system, status, version, configuration, a picture or video of you, your voice, iris scan, or fingerprint (collectively, “Metadata”). You agree that we can use any of this Metadata to compare with other available data sources (including government held data sources) to confirm the Metadata as well as your identity. You agree and consent to access, collection, transmittal, storage, monitoring, copying, processing, analysis and use of the Metadata and your Data by iCrypto in order to provide the Services and administer, develop and improve the Services and iCrypto’s other products and services, and to monitor compliance with this Agreement.

If you provide iCrypto with any suggestions for improvement, comments, or other feedback regarding the Services (“Feedback”), you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

This Agreement will remain in force and effect until all trials and subscriptions here under have expired or have been terminated.

The term of each subscription shall be as specified in the applicable Order Form, as selected via the Site or the functionality of the Services. Except as otherwise specified in an Order Form, subscriptions will automatically renew for the additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term, or at any time before the end of the subscription term in the case of monthly subscriptions.

Your rights under this Agreement will automatically terminate, and we may suspend or terminate your Account and use of the Services, immediately and without notice if (a) you have breached any of the terms in this Agreement, or if (b) you have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the terms of this Agreement. In addition, we may suspend or limit your Account and use of the Services as we deem appropriate to prevent, investigate, or otherwise address any suspected misuse of the Services.

The provisions of Sections 2.3, 3, and 5 to 11 will survive any expiration or termination of this Agreement. After termination or expiration of this Agreement and only upon your written request, for paid subscription plans Account holders only, we will destroy your Data submitted to the Services in accordance with our data retention policy and procedures.

Confidential Information means the Data; the Services; any features, and other information relating to, the Services (including, without limitation, all Feedback); and any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information without breach of a confidentiality obligation to the disclosing party.

Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i)pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii)to its legal or financial advisors; (iii)as required under applicable securities regulations; and (iv)subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. You acknowledge that the provision of the Services depends on necessary hardware, software, networks, storage, and other products and services provided by third parties which are not controlled by iCrypto. We will not be liable for any unavailability of the Services. You assume sole responsibility and liability for any output and/or results obtained from the use of the Services and for conclusions drawn from such use. We will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to iCrypto by you in connection with the Services or any actions taken by iCrypto at your direction. We will have no liability for any claims, losses or damages arising out of or in connection with your Data.

ICRYPTO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ICRYPTO OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

You will indemnify, defend and hold iCrypto and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, or (ii) your Data, including but not limited to, the transmission and submission of such Data to the Services, and infringement or misappropriation of any third party proprietary rights by your Data, provided that we: (a) promptly notify you in writing of the claim; (b) grant you sole control of the defense and settlement of the claim; and (c) provide you, at your expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

ICRYPTO’S TOTAL LIABILITY TO YOU AND YOUR AUTHORIZED USERS FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID TO ICRYPTO BY YOU FOR THE SERVICES DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. WE WILL NOT BE LIABLE TO YOU OR YOUR AUTHORIZED USERS FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR RESULTING FROM ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF AN EXCLUSIVE REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

You agree to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions to ensure that neither the Service, nor any direct product thereof, are: (i) downloaded or otherwise exported or re-exported directly or indirectly in violation of such export laws and regulations; or (ii) used for any purposes prohibited by the such export laws and regulations, including but not limited to nuclear, chemical, or biological weapons proliferation.

The Services and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212, DFARS 227.7202 and other government acquisition regulations, as applicable. If the Services and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Services and Documentation will be only those specified in this Agreement.

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You and we irrevocably consent to the jurisdiction of, and venue in, the state or federal courts located in the State of California for any disputes arising under this Agreement.

You agree that we may identify you as a customer of the Services, and display your name and logo (if any) in connection with such identification, on the Site and in its other published marketing materials. We will use good-faith efforts to comply with any reasonable trademark usage guidelines you provide to iCrypto in connection with your name and logo.

You may not assign any rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, You may assign or transfer this Agreement without our consent to a third party that acquires You by merger, the sale of the majority of its stock, or the acquisition of all or substantially all of its assets. We may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

We may provide any notice to you under this Agreement by: (i) posting a notice on the iCrypto Site; or (ii) sending a message to the administrative email address(es) then associated with your Account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address(es) current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. If you have any questions regarding this Agreement please contact us via email at legal@iCrypto.com.

In the event that any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

iCrypto’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of iCrypto.

Except as expressly set forth in this Agreement, the exercise by the parties of any of their remedies under this Agreement will be without prejudice to their other remedies under this Agreement or otherwise.

Neither party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.

This Agreement constitutes the entire agreement between the parties regarding the Services, and it supersedes and replaces any prior agreements and understandings between the parties regarding the Services.