TERMS OF SERVICE

TERMS OF SERVICE

We advise you to read the following terms of service (hereinafter: «terms») before creating an account and/or using «RCPlus», hereinafter: «RCPlus» services. By entering onto the website, Creating an account and using our services you acknowledge and Agree to these terms of service. In case you do not agree to these Terms of service, do not access this website and do not use our Services.

PUBLIC OFFER

This Public Offer (hereinafter referred to as the "Agreement") is an official public offer from the Limited Liability Company "RCPlus" (hereinafter referred to as "LLC RCPlus"/ "Operator"), operating under the license of the Virtual Asset Exchange Operator No. 55 dated October 13, 2023, issued by the Financial Market Regulation and Supervision Service under the Ministry of Economy and Commerce of the Kyrgyz Republic, to conclude an Agreement for the provision of services for:

1. the sale of the User's Virtual Assets by the Operator;
2. the purchase of Virtual Assets for the User by the Operator;
3. the exchange of one type of Virtual Assets for another type of Virtual Assets

(together referred to as the Exchange services) through the Operator's information system (hereinafter referred to as the "Platform"), including via the mobile application and website, with:

• a competent individual who has reached the age of 18;
• or a legal entity,

hereinafter referred to as the "User," together referred to as the "Parties," under the terms set forth in this Agreement.

The Agreement for the use of Exchange services is considered concluded and enters into force from the moment the User performs actions provided for in this Agreement, indicating full and unconditional acceptance (acceptance) by the User of all terms of this Agreement without any exceptions or restrictions, under the terms of adhesion. By taking actions to accept this Agreement, the individual User confirms their legal capacity and capability, the attainment of the age of 18, the status of an individual entrepreneur, as well as the legal right and absence of restrictions for the User to enter into contractual relations with the Operator. If the User does not agree with the terms of this Agreement in whole or in part, the User must refuse to use the Operator's System.

The current version of the Agreement is posted on the public information resources of the Operator for mandatory acquaintance before the User takes actions to accept the terms of the Agreement.

The User can obtain additional information on this Agreement, information on the use of the System, termination of the Agreement, Operator service fees on the public information resources of the Operator.

The duration of the Agreement is unlimited. Sure, I'll continue translating the entire document for you. Here is the continuation:

1. Terms and Definitions

Virtual Asset – a set of data in electronic-digital form, having value, being a digital expression of value and/or means of certifying property and/or non-property rights, which is created, stored, and circulated using distributed ledger technology or similar technology and is not a monetary unit (currency), a means of payment, or a security.

Funds – funds in national and/or other foreign currency, located in the cash register, on the settlement, currency, and other accounts in credit organizations and/or similar in their activities financial institutions (including personal accounts of suppliers of goods and services). For the purposes of this Agreement, "funds" and "fund transfers" may, depending on the context and the specifics of the services provided, also mean "electronic money" and corresponding operations with "electronic money."

Application – an order, formed and sent by the User to the Operator through the System in the form established by the Operator, for the provision of services for the purchase, sale of Virtual Assets and/or exchange between Virtual Assets. Identification – the procedure for establishing identification data about the User and/or the beneficial owner of the User.

Clients – counterparties (individuals and legal entities) of the Operator, with whom it conducts Exchange services, provided by the internal Policy, or who have applied to it for the provision of Exchange services.

Counterparty – a third party with whom the Operator has established contractual relationships, whose participation is necessary for the provision of Exchange services.

Commission – a certain amount of funds, additionally charged as compensation for the expenses and/or remuneration of the System Operator, related to the fulfillment by the System Operator of its obligations under this Agreement.

AML/CFT Measures – activities carried out by the Operator to comply with the legislation on combating the financing of terrorism and money laundering of proceeds from crime.

Exchange – a set of operations carried out by the Operator in order to fulfill the User's Application, related to the movement of funds/virtual assets between the Operator and the User using various tools and based on the contractual relationships established by the Operator with counterparties, according to the details specified by the User.

Operator – LLC "RCPlus," providing services as a provider of Virtual Asset services (Virtual Asset Exchange Operator) and performing the functions of coordinating and ensuring the proper operation of the information System. (License for the right to operate as a Virtual Asset Exchange Operator No. 55 dated October 13, 2023).

Application Execution Period – the period of time starting from the moment the Application is received by the Operator and ending with the moment the Counterparty debits the funds from the Operator's accounts for the purpose of transferring funds/Virtual Assets to the details specified in the Application.

User – an individual who has reached the age of 18, legally capable and competent, including an individual entrepreneur or a legal entity, who has concluded an Agreement with the Operator, as well as who has passed the Identification procedure and has the right to carry out financial transactions (payments) according to the Regulations on the activities of the Virtual Asset Exchange Operator and maintaining the Register of Virtual Asset Exchange Operators.

Operational Day – a working calendar day, defined as a working day according to the production calendar of the Kyrgyz Republic, from 09:00 to 18:00 (Bishkek time).

Account – accounts of the Operator and/or User under this Agreement may include: bank account, card account, electronic wallet account, virtual asset storage account, personal account of various suppliers of goods and services, including various electronic platforms.

System – the Operator's software, having a user interface in the form of both a mobile application and a web interface, intended for System Users, allowing Users to use the System via internet connection for the purpose of obtaining Exchange services provided by the Operator and using other services not contrary to the legislation of the Kyrgyz Republic.

Virtual Asset Services – licensed activities carried out by the Operator as a provider of Virtual Asset services, providing the right for the Operator to provide services for the purchase and sale (exchange) of Virtual Assets and/or exchange between Virtual Assets on its behalf for the purpose of making a Payment.

User Device – legally owned by the User certified user (personal) equipment, allowing the use of Exchange services, providing the User access to the Operator's services through connecting this equipment to the Operator's communication network, including a personal computer.

System Participant – the System Operator, User, Supplier, and other persons having access rights to the System.

2. Subject of the Agreement

This Agreement defines the terms and conditions for the User to receive Exchange services provided by the Operator under the terms specified in the Agreement.

3. General Provisions

3.1. The Operator does not provide any services for individual customization of User Devices, including on-site visits to the User's residence or workplace.

3.2. All textual information and graphic images on the System's website and/or mobile application are the property of the Operator and/or its partners. Reprinting, reproduction in any form of any materials is possible only with the prior written permission of the Operator. Such materials can be used only for informational, non-commercial, or personal purposes.

3.3. By accepting the terms of this Agreement, the User expresses their consent to receive informational/advertising materials on the phone number indicated during registration in the System.

3.4. By accepting the terms of this Agreement, the User agrees that Virtual Assets are not a means of payment, are not backed by the state, and acquiring Virtual Assets may lead to the complete loss of funds and other civil rights objects transferred in exchange for Virtual Assets (including as a result of the volatility of virtual assets' value, technical failures (errors), and/or illegal actions, including theft).

4. Procedure for Concluding and Duration of the Agreement

4.1. This Agreement is concluded between the Operator and the User in the form of a join agreement (Article 387 of the Civil Code of the Kyrgyz Republic).

4.2. The User accepts the Agreement after familiarizing themselves with its terms on the Operator's website or in the mobile application installed on the User's Device by clicking the acceptance button or performing other actions explicitly indicated by the Operator.

4.3. Acceptance of the terms of the Agreement means full and unconditional acceptance by the User of all terms of the Agreement without any exceptions and/or restrictions and is equivalent to the conclusion of a bilateral written Agreement on the use of the System.

4.4. The term of the Agreement is unlimited or until terminated on the grounds specified in the terms of the Agreement and/or the norms of the current legislation of the Kyrgyz Republic.

5. Cost and Payment Procedure

5.1. Settlements with the User are made at the exchange rate determined by the Operator in the national currency of the Kyrgyz Republic, in other international currency, or in Virtual Assets, depending on the type of operation.

5.2. The Operator has the right to charge the User a Commission for the provision of Exchange services. The amounts of the Commission, the grounds for its collection, the conditions, and the time of its payment by the User are specified in the mobile application and on the System's website.

5.3. If the User does not agree with the Commission and/or the exchange rate, they should refuse to form an Application; the User is not entitled to claim compensation for any losses incurred by them and/or third parties due to the inability to use the System for this reason.

5.4. The User assumes responsibility and all consequences for using the System from their Device, in the mobile application, and on the System's website. In the event of an erroneous Payment made by the User, the service is considered duly provided, and the amount of the paid commission is not refundable.

5.5. The Operator has the right to unilaterally change (increase, decrease), establish new, cancel existing exchange rates and/or Commissions, taking possible measures to notify Users and maintaining a balance of interests.

6. System Usage Procedure

6.1. To authorize the User when logging into the mobile application or on the System's website, the User's access code (SMS code, seed phrase, password, fingerprint, or other identification method depending on the User's device) is used.

6.2. The User's request to the System, made using the means of authorization associated with the User (including, but not limited to, the methods specified in section 5.1 of this Agreement), is recognized as an unconditional fact confirming the use of the System by the User, while actions performed using the means of authorization associated with the User are recognized as actions performed personally by the User.

6.3. To carry out Exchange services, the User sends an Application to the Operator by forming the corresponding Application in the mobile application or on the System's website.

6.4. By forming an Application, the User thereby instructs, and the Operator assumes the obligation, on its own behalf, in the interest and at the expense of the User, to perform actions for the Exchange services.

6.5. By creating an Application, the User gives unconditional and irrevocable instructions to the Operator to perform Exchange services, namely, the User instructs the Operator to perform the Exchange service using electronic money, a bank payment card, the User's funds, and Virtual Assets, accepted as advances/prepayments, which the User has the right to dispose of on legal grounds.

6.6. Creating an Application is carried out electronically and/or on paper by filling in the fields in the mobile application, on the System's website, or in another form agreed upon by the Operator. Pressing the accept button for the Exchange operation or performing other actions explicitly indicated by the Operator signifies the User's consent to the execution of the instructions for the Exchange services and all the conditions of such an instruction, payment, commission collection, and the method of performing the Exchange services.

6.7. Exchange may be carried out on other grounds specified in this Agreement and relevant regulatory documents of the Operator, posted in the mobile application and/or on the System's website, provided to the User and not contrary to the legislation of the Kyrgyz Republic.

6.8. The Application formed by the User by entering data in the mobile application or on the System's website and pressing the accept button or performing other actions explicitly indicated by the Operator is recognized by the Parties as a proper and sufficient way to confirm the User's intention to perform the Exchange services and the authenticity of the sent Application. In some cases, the Operator may require the input of an additional password, sent in an SMS message or message in the mobile application.

6.9. The access code alone and/or in combination with the password and/or pressing the accept button is recognized by the Parties as equivalent to a handwritten signature. The use of the access code by the User generates legal consequences equivalent to the use of handwritten signatures. All actions of the User, performed by them or third parties after entering the access code set by the User during registration, are considered performed by the User themselves and equated to instructions provided in writing and personally signed by the User.

6.10. If the User presents claims to the Operator regarding the use and/or authenticity of the access code/password, the fact of making changes to the payment instruction or another document after it has been sent to the Operator, the fact of receiving the Application by the Operator, the User undertakes to attach to the claim the relevant evidence of the presence of the above facts. If there is sufficient evidence and the appropriate possibility, the Operator, using the System, has the right to verify the presence of the specified facts without undertaking obligations to refund funds or virtual assets.

6.11. The User's Application is not executed by the System Operator in the following cases:

• The User does not comply with the terms of this Agreement;

• There is a technical impossibility to provide the requested Exchange service at the Operator and/or the communication operator;

• There is an impossibility to provide the Exchange services that the User wishes to pay for;

• If the Operator has grounds to believe that there is a risk of an unauthorized Application;

• Temporary lack of internet access for the User or lack of communication with the Operator and/or the communication operator. If there is a corresponding possibility, Applications may be executed after the communication or internet problems are resolved without the need to resend the Application.

• If the Operator has data or information that the User conducted payments with a linked bank card that the User does not own or if the User places an Application with the use of funds or Virtual Assets that they do not own or the specified instructions are not authorized by the owner of the funds or virtual assets;

• In cases provided by legislation on combating the financing of terrorist activities and money laundering of proceeds from crime.

  6.12. In case of successful completion of the Application, the Operator informs the User of the results of the Exchange operation with a system message, and also forms an electronic document in the System containing all the details of the Exchange operation.

  6.13. The Operator is considered to have fulfilled its obligations under the User's Application in full from the moment the Counterparty debits the funds from the Operator's accounts to execute the Exchange operation.

  6.14. Refunds of funds and/or Virtual Assets are made at the Operator's initiative, due to the cancellation of a previously performed Exchange due to a technical failure.

7. System Usage Restrictions

7.1. The restrictions on the use of the System listed in this section are not circumstances of improper service provision and are not grounds for the User to refuse to pay the Commission and/or claim compensation for losses.

7.2. The list of offered services and Exchange limits may depend on the type of registration and Identification procedure completed by the User.

7.3. The Operator has the right to impose personal restrictions on access to the list of Exchange services based on suspicious actions by the User, up to complete blocking of access, temporary or permanent suspicions of violation of the terms of the Agreement by the User.

7.4. The Operator has the right to reduce the maximum amount of a single Exchange, as well as the total amount of Exchange per day and/or month, for certain Users and/or for certain types of supplier services, at its discretion.

7.5. The Operator has the right to unilaterally suspend the Exchange operation and direct the User's funds and/or virtual assets to repay the User's debts or obligations.

8. Rights and Obligations of the Parties

8.1. User's Obligations:

• The User must provide true information during registration and Identification and is responsible for the accuracy of the provided information.

• The User is prohibited from conducting business activities using the System without entering into a separate corresponding agreement with the Operator.

• The User must prevent attempts to form Applications using the User's access codes by third parties and must not transfer access codes, as well as the User's Device with the installed System/mobile application, to third parties.

• When using the System, the User is prohibited from making any changes to the System's software and/or any part of it by themselves or with the involvement of third parties.

• The User must promptly notify the Operator of any changes to their personal data (namely: surname, first name, patronymic; address of residence (location), details of the identity document).

• The User must not use the System for illegal purposes or for acquiring goods and paying for services prohibited by the legislation of the Kyrgyz Republic.

• The User must immediately report the loss of control over the User's Device to the Operator.

• The User must ensure that the Virtual Asset being sold by the User was obtained legally, is not under dispute or arrest, is not a subject of pledge, is not encumbered by other third-party rights, and does not infringe on the rights of third parties.

• The User must, upon the Operator's request, before conducting transactions with Virtual Assets, confirm a sufficient level of knowledge (competence) for such transactions by completing a questionnaire (test) provided by the User.

• The User must immediately notify the Operator of any unauthorized capabilities of the System, vulnerabilities, or problems related to information security discovered by them.

• If the User takes actions with unauthorized capabilities of the System, vulnerabilities, or problems related to information security that caused damage to the Operator or third parties, the User must compensate for the direct and indirect damage caused.

  8.2. Operator's Rights:

• Before conducting transactions with Users for the sale of Virtual Assets for money, ensure that they have a sufficient level of knowledge (competence) for such transactions by providing a questionnaire (test) for completion (resolution). If the results of this assessment give the Operator reason to believe that the User does not have a sufficient level of knowledge (competence) for transactions with Virtual Assets, the Operator refuses to conduct transactions with the User for Virtual Assets.

• Modify any System software, website, and mobile application at any time without notifying Users.

• Suspend the operation of the System's software and/or hardware when significant malfunctions, errors, and failures are detected, as well as for preventive maintenance and to prevent unauthorized access to the System.

• If the Operator or the relevant state authorities establish the fact of suspicious financial operations conducted by the User using the System, take necessary measures unilaterally, including blocking the possibility of conducting Exchange services using the System, canceling any suspicious transactions, prohibiting certain transactions, unilaterally writing off any Payments and returning the funds to the original owner.

• Restrict the User's access to the System without prior notice if the use of the System by the User, at the Operator's discretion, poses or creates a threat to the financial security of the User, other Users, the Operator, counterparties, and third parties, if there is a technical need to restrict access and/or an emergency situation in the System, if there are liquidity, credit/systemic/legal/other risks.

• Restrict the User's access to the System without prior notice if the User violates the legislation of the Kyrgyz Republic, the terms of the Agreement, illegally uses communication equipment, uses communication services illegally, uses uncertified User Device and/or software, violates the rules for operating communication means, notifying the User via SMS message and/or email and/or System message and/or any other means.

• Suspend the operation of the System, notifying the User via SMS message and/or email and/or System message and/or any other means.

• The Operator has the right to suspend the operation and withhold the User's funds to prevent fraudulent and other actions that may cause financial and reputational losses to the Service or the User.

• The Operator has the right to refuse the User in forming an Application without explaining the reasons for the refusal.

• Take all necessary AML/CFT measures concerning participants in cases determined by the legislation of the Kyrgyz Republic and internal regulatory acts of the Operator.

9. Responsibilities of the Parties

9.1. For non-performance or improper performance of obligations under this Agreement, the Parties are responsible according to the terms of this Agreement and the current legislation of the Kyrgyz Republic.

9.2. The User is fully and unconditionally responsible for the accuracy of the Application, specifying the details necessary for the Exchange (User details, Exchange amount, etc.), and has no right to make a demand for correction/return of Exchange services due to User's erroneous actions.

9.3. The User has no right to claim a refund for Payments made through the Device, access to which was lost for reasons beyond the Operator's control, including with the use of a lost SIM card and/or the transfer of the access code and/or the User's Device, until the moment the Operator receives the corresponding statement.

9.4. The Operator does not refund the User's Commission, payment system commissions, and other commissions considered during the refund process.

9.5. In case of refunding Virtual Assets/funds to the User, the Operator uses the rates effective at the time of the refund to avoid losses from exchange rate differences.

9.6. The User bears the risks and responsibility for any actions of third parties performed on behalf of the User using the User's Device, as well as with the help of applications and programs installed on the User's Device or with the help of their identification/authentication/authorization data in the mobile application or on the System's website, including in case of loss of access for reasons beyond the Operator's control until the Operator receives the corresponding written statement from the User.

9.7. The User bears all risks and responsibility arising from unauthorized Exchange services performed with funds and Virtual Assets not owned by the User.

9.8. The Operator is not responsible for delays and interruptions in the operation of technical platforms and transport networks or communication networks for which the Operator is not at fault.

9.9. The Operator is not responsible for any damage suffered by the User due to the disclosure by the User of their authorization information, the content of SMS with authentication data, the access code, and personal data, or made available to third parties due to the User's negligence.

9.10. The Operator is not responsible for the User's losses resulting from illegal actions of third parties.

9.11. The Operator is not responsible for the non-performance of Exchange services if the User does not comply with the requirements and conditions established by this Agreement.

10. Amendment and Termination of the Agreement

10.1. The Operator has the right to unilaterally amend the Agreement by publishing the amendments on public resources. Amendments take effect from the moment of publication unless a different effective date is specified additionally at the time of publication.

10.2. If the User does not agree with the amendments to the terms of the Agreement, they have the right to refuse to perform the Agreement.

10.3. The use of the System by the User after the amendments to the Agreement are made is unequivocally understood by the Parties as acceptance of all the amendments made.

10.4. The Operator has the right to unilaterally terminate this Agreement without going to court, notifying the User at least 10 (ten) calendar days before the intended date of termination of the Agreement. The System Operator has the right to send such a notification via the System. The Agreement is considered terminated 10 (ten) calendar days after the specified notification is sent.

10.5. The User has the right to refuse to perform this Agreement at any time by notifying the System Operator in writing at least 10 (ten) calendar days before the intended date of termination of the Agreement, except in cases where the User has outstanding debts to the Operator or the possibility of performing the Exchange is blocked for the reasons provided in this Agreement.

10.6. The Agreement may be terminated on other grounds provided by this Agreement and/or the current legislation of the Kyrgyz Republic.

11. Handling of Personal Data

11.1. The User consents to the collection, processing, storage of their personal data provided when receiving Exchange services, and their transfer to third parties, including cross-border transfer, in accordance with the law of the Kyrgyz Republic "On Personal Information":

• for the purpose of Identification and verification of identity in accordance with the requirements determined by the legislation of the Kyrgyz Republic and the terms of the Agreement, to the subjects whose participation is necessary for the provision of the requested goods and services;
• when using government services provided by various government organizations, including the Ministry of Digital Development, their counterparties, and subordinate organizations, to these organizations,
• in case of requests from government authorities, to government authorities,
• in case of requests from the Financial Market Regulation and Supervision Service under the Government of the Kyrgyz Republic, to the Financial Market Regulation and Supervision Service under the Government of the Kyrgyz Republic,
• for the purpose of local and cross-border transfer of personal data to the Operator's counterparties when using services provided during the performance of Virtual Asset Exchange services,
• for the purpose of receiving informational/advertising materials to the phone number specified in the application;
• for the purpose of conducting marketing, advertising campaigns/promotions, analyzing personal preferences, monitoring behavior, forming reports, statistical analysis, and various kinds of research based on anonymized personal data, as well as for providing feedback by the

recipient of personal data, partners, including sending notifications, requests, including for the promotion of goods, works, services of the recipient of personal data and partners in the market using, including, but not limited to, SMS services, email, postal and electric communication, at the sole discretion of the recipient of personal data, partner;

• for the purpose of further use in documents of a simple electronic signature to confirm my actions.
• to other persons for purposes not contrary to the legislation of the Kyrgyz Republic in the field of legal regulation of working with personal data.

12. Confidentiality

12.1. The System Operator undertakes to maintain the confidentiality of the information about the User that became known to the Operator in connection with the use of the System by the User, except in cases where such information:

• is publicly available;
• is disclosed at the request or with the permission of the User;
• is subject to provision to Counterparties to the extent necessary for the execution of the Agreement;
• requires disclosure on the grounds provided by the legislation of the Kyrgyz Republic or upon receipt of corresponding requests from credit organizations, courts, or authorized government authorities;
• in other cases provided by the Agreement and the legislation of the Kyrgyz Republic.

13. Force Majeure

13.1. In the event of emergency situations or systemic risks that go beyond the rules and technology of the operation of the system/payment infrastructure of the Operator and the User and require specially organized activities of the personnel of the Parties for their resolution, the Parties undertake to notify each other of the occurrence of payment interruptions within 24 (twenty-four) hours from the moment of their detection.

13.2. Upon completion of the resolution of the emergency situation, the Parties undertake to notify each other of the resolution of the issues regarding the interaction of the Parties within 24 (twenty-four) hours from the moment of resolution.

13.3. All mutual settlement obligations must be fulfilled by the Parties regardless of the occurrence of an emergency situation.

13.4. The Party is released from liability for partial or complete non-performance of obligations under this Agreement if this non-performance was the result of force majeure circumstances arising after the conclusion of the Agreement, as a result of extraordinary events that the Party could not foresee or prevent by reasonable measures. Such circumstances include: general telecommunication failures, floods, fires, earthquakes, and other natural phenomena, as well as wars, military actions, coups, terrorist acts, orders, decrees, or other administrative interference by the government, or any other government restrictions, as well as other events for which neither Party is responsible.

13.5. In the event of the circumstances specified in clause 13.4 of this Agreement, the Party whose performance of obligations they hinder must notify the other Party in writing no later than 3 (three) working days, unless another period is conditioned by the documentation flow of the relevant competent authority. The notification must contain information about the nature of the circumstances, confirmed by a competent state or other organization, and, if possible, an assessment of their impact on the ability to fulfill the Party's obligations under the Agreement and the timing of obligations. A certificate from competent state authorities, as well as other evidence of the occurrence of force majeure circumstances, is not attached in cases where the occurrence and action of force majeure circumstances are obvious or widely known.

13.6. If the circumstances specified in clause 13.4 of this Agreement last for more than 60 (sixty) calendar days, the Parties have the right to terminate the Agreement unilaterally without a court order, while the Parties must conduct mutual settlements on the financial obligations arising from the performance of the Agreement.

14. Claims and Dispute Resolution Procedure

14.1. If the System Operator fails to provide or improperly provides Exchange services, the User must submit a written claim to the Operator before going to court in the pre-trial dispute resolution procedure.

14.2. Claims must be submitted within 3 (three) months from the date of service provision or refusal of service.

14.3. The System Operator reviews the claim within a period not exceeding 60 (sixty) calendar days from the date of registration of the claim.

14.4. If the claim is rejected in whole or in part, or if no response is received within the time limit for reviewing the claim, the User has the right to file a lawsuit in court.

14.5. The territorial jurisdiction of all disputes between the System Operator and the User is determined by the location of the System Operator in accordance with Article 34 of the Civil Procedure Code of the Kyrgyz Republic.

14.6. The User agrees that the language of judicial proceedings will be the official (Russian) language.