Description of Company, Network and Tokens

Company Overview

Fidelium is located in Los Angeles, California and presents a new transaction ecosystem, using distributed ledger technology constructed on the Ethereum blockchain.

Fidelium token is based on blockchain technology, which enables development of software such as virtual money transaction programs, financial transactions, debit card payments, and etc., for the users’ convenience.

We at Fidelium are starting the Fidelium Token ICO to aid with the company’s ongoing software and service development.

Terms of Use - Disclaimer

The terms of this agreement contain provisions that affect the user ‘s legal rights.

The user must agree to the terms of this agreement, and should not purchase tokens if he/she do not agree.

All users (hereinafter referred to as the "user") who purchase FIDELIUM tokens (hereinafter referred to as the “FID”) during FIDELIUM's (hereinafter referred to as "the Company") ICO period, are subject to the terms below.

All users who purchase an FID from us can contact via WWW.FIDELIUM.IO, for any questions about these terms.

FIDELIUM fully reserves the right to modify, add or delete items in this terms of agreement, posted on the homepage, without any limitations.

By accepting these terms, the users agree that they agree and accept the terms and conditions of this agreement.

Users should not purchase FID if they do not agree with the terms set above at the time of purchase, and the company is not responsible for any loss incurred by changes of the terms.

However, the above agreement does not apply to the contracts signed between the company and the user in writing.

The company and the user agree to the following.

The Purpose and the uses of the token

The purpose of the token is to enable users to transmit and share data in a distributed manner, using blockchains and other associated smart contract services (collectively "services") through network protocols created and distributed by the company and its affiliates.

These services and software applications are designed with the purpose of helping the charitable, and social goals of providing financial access to many potential users who currently have no access or limited access to financial services. (The details of the services listed above are covered in detailed in EXHIBIT A.)

The token’s purpose is not to gather investments, and does not have any intention of being legal securities in any sense. Since the FID is designed for use only within the company’s system, it does hold any commercial, or any other use, nor value. The company views the FID as a virtual fuel with a single purpose of running the platform, and has no specific prospects or commercial sales value or market price.

Non-financial elements of the FID

In any case, the FID, a simple means of transferring value within the company’s system, should not be understood, deemed, or interpreted as:

  1. Any form of currency or money
  2. Equity, stocks with voting rights (or similar), rights to the company or other entities
  3. Equity in any business or bond investment
  4. Securities with intrinsic value or market value
  5. Any form of derivative financial instruments
  6. Corporate notes or distribution securities
  7. Any form of an investment contract between the owner of the token and a third party.
  8. Reimbursement, goods for purchase, or assets

It is not a deed for currency, securities, warranties, or any other form that provides interest, dividends or other kinds of benefits to users.

For more information about Fidelium wallet’s capabilities and FID sales, please visit the company’s website at WWW.FIDELIUM.IO , and read the white papers.

Sales and Purchases - Participating in token sales events

An FID purchase shall be of completely user’s own volition, and without any coercion.

  1. Users shall only purchase FID through the company’s homepage.
  2. By purchasing the FID, all users are voluntarily agreeing to the information and stipulations in the white papers, and the terms that the company provides. Also, users must be fully aware of the terms and the contents of the white papers.
  3. Users must specify an ethereum address at the time of purchase of the FID. The FID will be sent to the ethereum address user provided.
  4. The company requires some information to confirm the purchase. Users must agree to this information request, and if one refuse to provide this information, he/she will not be able to receive FID.
  5. Users can request for a confirmation of their purchase through the company’s homepage.
  6. The company will also send confirmation e-mails to everyone who participated in the token sale. Please do not delete the confirmation email as it may be difficult to confirm user’s purchase in the future.
  7. The company hold the rights to invalidate the purchase history when it confirms a user has purchased the FID for the purposes of money laundering, financial terrorism, and other violations of international law. If the user violates the terms above, all FIDs paid will be invalidated regardless of the amount paid.

Security

Any user purchasing FID should be familiar with the principles of virtual money and how to use cryptocurrency wallets.

It is not the company’s duty to explain such information. Such duty falls upon each individual.

Users should be aware that user will not be able to use his/her wallet if the private key is lost, and the company is not responsible for any loss when such problem occurs.

DISCLAIMER: A user should not purchase FID tokens if he/she does not understand the workings of virtual cryptocurrency and the blockchain system, or does not have the knowledge of how to manage it.

Purchases of FIDs should only be undertaken by individuals, entities or companies that have experience and understanding of using cryptocurrency, such as Bitcoin (BTC), other blockchain based software systems, and related materials.

Users must have a functional understanding of the storage and transmission mechanisms related to different cryptographic tokens.

While the company will provide assistance to users both during and after the ICO, the company are not responsible for loss of any coin, such as lost BTC, ETC or FID, caused by user’s negligence.

Users should take special care to write down their wallet address passwords and not lose them when the FID becomes available after the ICO.

If a user does not have relevant experience or knowledge, he/she should not purchase an FID or participate in the presale.

Representations and Warranties

All users who wish to purchase an FID must confirm the following:

  1. All the information provided to us is correct and accurate.
  2. They are not a US citizen, a tax resident or a permanent resident in the United States or Singapore.
  3. They are a not a minor and has citizenship in his/her residence, or are able to exercise his/her rights in accordance with the local laws.
  4. They have sufficient knowledge about blockchains, cryptocurrency’s fundamental principles, financial transactions, and have a good understanding of the profitability and risk of an FID purchase.
  5. An FID purchase is a purely voluntary act and should be based on the judgment of the user, not by any other third party's enforcement or demand.
  6. Users maintain their private key for Bitcoin, Ethereum, Litecoin, or Dashcoin, used to purchase the FID, and have no difficulty in managing private keys.
  7. Purchased FIDs are not used for laundering money, financing terrorism, or any other illegal acts.
  8. Users purchase an FID to participate in the Fidelium platform the company offers.
  9. The intention of purchasing Fidelium is not for monetary gain, speculation, or illegal activity.
  10. The purchase of FID was made with own volition, and is not for proxy purchase for a third party.

The company cannot intervene or make changes to user transactions, even at a technical level.

The FID purchased can only be used as a means of utilizing services the company provides.

The user also agrees that the FID's ownership does not constitute ownership of the company and therefore does not guarantee or grant us the right to participate in the operations and property rights, including the rights to the company, future revenue equity, and intellectual property rights.

Users agree that the FID token is not designed for any kind of financial instrument, such as digital currencies and investment products.

Scope of Terms

These terms are applicable from the moment a user purchases FID from the company.

As stated above, the company reserves all the right to modify the terms, and users must agree to this.

All users who purchase FID must agree that the company has the discretion to modify, delete, and/or attach other operations, policies, and changed contents.

The terms of service, operation and policies provided by the company within the scope of this term shall be deemed to be the subject of all matters of the FID by the user.

Refund and cancellation of purchase

All FIDs purchases by the user cannot be canceled or refunded unless they violate the terms of the agreement.

The company has the right to refuse all refunds and cancellation requests, and it can also refuse or cancel the purchase request when the company deem that the purpose of FID purchase is of illegal natures, or the information provided to us are completely incorrect.

Token Sales: Procedures and Conditions

The company’s FID sales procedures and conditions are detailed in EXHIBIT B, including FID details, such as the sales schedule, price, quantity and expected usage.

Users acknowledge that by purchasing FID tokens, they agree to the conditions above and procedures of sale, and have no objections.

Disclaimer: Users acknowledge and agree that there is a risk in using or storing tokens, as well as using the company’s network services as specified in the EXHIBIT C. The company will assume that the user agrees and is fully aware of this risk when purchasing FID tokens.

Privacy

The company requires user’s personal information to comply with applicable laws and regulations prior to FID token purchases.

The company will assume that users agree to the submission of personal information when requesting to purchase FID tokens. If there is a delay in the submission of personal information, the company may hold FID sales as the sole authority in accordance with applicable laws and regulations.

Taxes

The company is not responsible for any taxes incurred when purchasing FID.

Any applicable taxes occurred during the sale or usage of the token is solely the responsibility of the user and the user is responsible for paying those applicable taxes.

Users are responsible for withholding, collecting, filing, and paying taxes to the corresponding tax authorities.

Representations and Warranties

By purchasing the FID provided by the company, all users agree and warrant that:

  1. Users have read and agree to these terms and all EXHIBITS.
  2. Users are familiar with the usage of the ethereum-based token, the wallet to manage the token, the blockchain technology, and the software based on this technology and their mechanisms.
  3. Users have done sufficient research to obtain enough information to make sound purchasing decisions prior to an FID purchase.
  4. Users agree that the purchase of FID does not have grant any financial or legal rights, in regards to liquidation, ownership, operating rights, intellectual property rights of the company and its affiliates that will have a stake on the company’s equity interests and operations, including voting rights, distribution and redemption. Users are granted only the right to use the services the company provides.
  5. Users purchase FID for the development and direct use of the services the company provides.
  6. Users do not purchase an FID for the purpose of making money, other than investments and speculation.
  7. Users are not purchasing FID with intention of monetary profit in investment or speculative intentions.

FID purchases must comply with the laws and regulations of the user ‘s country of residence.

  1. The usage of FID token must be in accordance with the legal standards and/or other relevant legislations of the country the user is residing in.
  2. All currency exchange transaction during the FID purchase should abide by all applicable regulations.
  3. Additional governmental agreements may be required.

Users who purchase FID tokens must comply with all tax obligations of their country of residence.

If a user is purchasing FID tokens on behalf of an organization, the user must agree to these terms on behalf of that organization, and, even if an unspecified person in the organization commits a violation of terms, the purchaser holds all the responsibility.

Due to legal issues, US or Singaporean nationals cannot participate in the ICO.

Even if a user is not a US or a Singaporean national, he/she cannot participate in the presale and/or ICO from any region that falls under the jurisdiction of either country, he/she cannot

From the moment a user receives FID via smart contract, as specified in EXHIBIT A, the risk of loss of the FID is transferred from the company to the user.

Guarantee

To the full extent permitted by applicable laws and regulations, a user shall not cause any harm to anyone relevant to this agreement, such as the company, and its past, present and future employees, directors, contractors, consultants, equity holders, suppliers, sellers, service providers, parent companies, subsidiaries, affiliates, agents, agents, and etc., in regards to

Users shall indemnify the company, or any of the affiliates listed above from all liability for any claims, request, lawsuits, damages, losses, expenses (including attorneys' fees), and such issues incurred by

  1. User’s purchasing of FID
  2. User ‘s responsibilities and obligations specified in these terms
  3. Infringing on the rights of a third-person or party.

Disclaimer

Except for the terms that the company explicitly write in paper, terms below will be held to the fullest extent of the applicable legislation or regulations.

  1. The whole amount of FID allotted for the pre-sale and/or ICO will be available for purchase, but the company makes no guarantees of a quantity that will be available at any moment.
  2. Furthermore, the company does not make guarantees regarding FID’s limitations, saleability, its usability for specific purpose, and/or the non-infringement of someone else’ the name or rights.
  3. The company does not guarantee the FID will be free of errors and will reflect the requests of the users. Furthermore, the company do not make a guarantee that there will be no viruses or other harmful components in the FID delivery process.

Scope of Liability

Within the scope of not violating any applicable laws,

  1. In no event shall the Company or its associates be liable for any matters such as indirect, special, incidental, or fatal damages (including, but not limited to, loss of profits, income, loss of profits, use and loss of information, loss of business, etc.) incurred in connection with the terms of this agreement, or contract or criminal acts (including any l simple negligence, and/or both intentional and unintentional illegal acts), the sale or use of tokens caused by other legal or equitable parties (regardless of whether or not the parties have already been informed about the damage or the damage that could be expected) whatsoever in the course of a lawsuit.
  2. Under any circumstances, the aggregate liability of the company, and its affiliates, incurred from the ability or inability to use the token, rising out of contracts, warrantees, illegal activities (negligent, intentional, inactive illegal activities), or any other theorem, shall not be greater than the amount the users sent to the company.

The terms listed in this provision do not indemnify the company from liability in case of gross negligence, fraud, or intentional or reckless criminal acts.

Release

Within the scope of not violating any applicable legislations and/or regulations, users shall indemnify the company and its affiliates of all liability, responsibility, and requests incurring from conflicts between the users and third-party members.

Dispute Resolution

Arbitration

Except for dispute, claim, cause of action, reason for action, request, proceeding (hereinafter "Disputes") , or any other proceeding that the parties require for an injunction or other impartial action on the legitimate use of intellectual property (including, but not limited to, copyrights, trademarks, trade names, logos, corporate secrets, or patents) claimed by a party, the user and the company agrees to: (i) waive user’s and the company’s rights to resolve any "disputes" incurring of or relating to the terms, (ii) Waive the users‘ and the company‘s rights to a trial by jury.

Instead, the user and the company will resolve all disputes through a binding arbitration.

A binding arbitration refers to a situation where a third party or different entities reviewing the situation and making a binding decisions, rather than resolving issue via court with a judge or a jury.

Prohibition of class action suits or class representative actions

Any conflicts based on this agreement will be resolved through the direct arbitration between the user and the company, and shall not become the basis of class action suits, or representative actions for multiple entities.

Arbitration on disputes will not be open to the public.

All disputes shall be resolved in accordance with SIAC Rules of Arbitration of Singapore International Arbitration Center (SIAC).

The arbitration is composed of three arbitrators, and the arbitration language shall be English.

The Singapore jurisdiction has exclusive jurisdiction over all appeals and rulings incurred through the dispute.

Authority of the arbitrator

In accordance with these terms and the SIAC Rules, the arbitrator has the authority to issue dispute procedures and make important decisions, including determining whether a dispute is valid or not.

Separation of dispute and arbitration results

If any of the provisions of this agreement proves difficult to enforce legally, only the parts that are applicable under the corresponding law will be recognized and implemented.

Governing Law and Jurisdiction

In the event of a dispute under these terms, regardless of the location of the company or the nationality of the user, the dispute will abide by the local courts in Singapore in accordance with the SAIC.

Theorem

These terms certify a complete agreement has been reached between a user and the company in purchasing FID from the company.

The company reserves the right to modify these terms when needed, and the modified terms will be posted at WWW.FIDELIUM.IO.

The modified terms of agreement are effective immediately from the date of revision listed in the agreement.

In addition, the company shall not be responsible for any failure of fulfilling the terms for any reason.

Exhibit A

Terms for use of FIDELIUM web sites, wallets and FIDELIUM services

Preamble

The company offers FIDELIUM Wallet allowing users to transfer ownership of virtual cryptocurrency or FIDs through blockchains and distributed-ledger technology.

Users agree to comply with these terms in using various services the company provides with the wallet, or when transfer of FID ownership.

Electronic Receipt

In accordance with the Singapore electronic transaction act [SIAC Rules of Arbitration of the Singapore International Arbitration Center (SIAC)], users agree to the use of the website and services in these terms.

The company shall post the terms on the website WWW.FIDELIUM.IO.

In case there is a revision in the terms of agreement, the notification of such revision will be posted in the website.

The company is not obligated to notify the user in any other way.

Furthermore, the modified terms shall apply immediately to all services, including the company’s homepage, services, FID purchases, and wallet, as soon as0 announcement of change is made.

Relation

In no event shall this License Agreement be deemed as a certificate of partnership

The user and the company agree to this agreement and shall not form any form of partnership, agency or other business relationship that may be legally binding in any circumstance.

User ‘s Eligibility to Use the Site

A user must confirm that he/she is at least 18 years of age and has the legal rights to use the Internet and the services the company provide.

Illegal and prohibited uses

The user shall not use any of the services or purchased FIDs for any criminal act.

Users agrees and guarantees that they are not using the company’s service and wallets to aid in any activities that may be deemed illegal under the residing jurisdictions, or any international criminal legislation.

The company may request identification documents from the users when summoned by a financial institution in case FID is used for laundering a large sum of money, or unspecified reasons.

When such summon occurs, the company may suspend its services for the time necessary to review the information provided by the regulatory institution.

Furthermore, during this suspension period, the user may not be able to access his or her account or wallet.

Documents recognized as proof of identity include government issued ID cards or bank certificates provided by the user's bank or financial institution.

The company will not be held responsible for any requirements or cause of action in the case of research or investigation by government or non-governmental agencies under the jurisdiction of the country to which the user applies.

Users promise that they will not send us spam or otherwise exploit basic code and technical principles in their wallets, or hurt the company by hacking (cyber-attacks of all types: malware, viruses, fake certificates, phishing, SQL vulnerability attacks, intercepting, hindrance or compromising the site's information or functionality) or otherwise.

Users also agree not to assign or transfer the rights granted by their account and terms to third parties, and the company is not liable in any way in connection to these actions.

Account Information Requests

The company requires certain information from users wishing to purchase FID tokens.

The company needs the wallet address from which the user will send to the coins to the company, an email address user wishes to receive the confirmation email, and an Ethereum wallet address that the purchased FID will be sent to.

Users must provide the above information to the best of their ability, as the company is not obligated to compensate for any loss due to an incorrect information provided.

The company agrees not to forward the information provided to the user to a third party without a written agreement.

Disclaimer: FID tokens are not available for purchase to the US, or the Singaporean nationals.

Limitation of Liability

The company does not accept any responsibility for any damages caused by misappropriation, loss or modification of information transmitted by users over the Internet.

The company takes sufficient measures to protect users’ personal information and required information within the services, but does not strictly regulate such information in a classified manner.

The company shall not be responsible for any leaks caused by its negligence or unavoidable circumstances.

The company takes every precaution to prevent and mitigate all attacks on the company.

However, the company cannot control every situation. Users have to agree with us regarding this notion.

The company reserve the right to interrupt any FID related services if the company determines that the FID it issued is damaged or under attack.

If the company believes that such an attack could result in the significant loss of value or additional loss to the users, it may suspend all sales and activities related to the FID.

The company provides a guarantee of safety, but it is not responsible for any loss due to price or lost property, regardless of whether the degree of security in place when such problem arises.

The company does not take any responsibility for damage or loss caused by any member, freelancer, or any entity who made a proxy purchase for any organization or individual.

Interrelationship

By agreeing to these terms, all parties agree to indemnify the other party against any claim, request, damages, rights, liabilities (known, not known, speculative or not), legal or equity-related lawsuits of any nature that may be incurred after the transaction or contract termination date. It is the user's intent to acknowledge that the parties, or the attorneys, accountants, etc. of the parties in relation to the waiver of the rights may find additional information beyond what they may already have. It is also the intent of the user to waive any right, dispute or conflict that may or may not exist, or that is unpredictable, that user both know or do not know.

The company’s documents, sites and services are not platforms for legal, financial or investment advice for the users. Users must confirm and warrant that they have the sufficient knowledge or are able to seek advice from experts related to the above services or to evaluate the risks and advantages and disadvantages associated with the blockchain regarding purchasing and using FID token

In addition, the company makes no guarantees about the completeness of the advice obtained by the user and the knowledge acquired by the user.

The company does not provide legal, financial or investment advice, and the user should not consider information or publications published with reference to the public information as such.

The company does not provide legal, financial or investment advice.

The user can transfer BTC, ETH, LTC and DASH coins to the company’s wallet to purchase an FID.

When the company confirms and processes a transaction, the FID will be displayed on the user's account. However, due to the nature of the blockchain, the transaction approval process may take time, and the user must acknowledge that this time gap is outside the company’s control.

During the official FID sales period, FID purchases are only available to users who agree to the terms of sale.

No withdrawals can be made in any way during the FID sale event, including the pre-sale period.

Token Distribution

FIDs purchased by users will be distributed according to the terms and conditions of each sale contract. (See EXHIBIT B for details)

Users have the responsibility and obligation to keep information such as private keys, and relevant certifications to manage a wallet or an external storage media needed to use an FID, and users must take reasonable steps to keep it secured.

If user’s private key or any other proof of identity required is lost or unavailable, he/she may not be able to access the purchased FID and the company is not responsible and cannot offer assistance.

Investment related notice

In any case, purchasing FID should not be considered as an investment.

FID purchase is not an investment in ownership, lease or cash transaction.

The company is not responsible for any transactions users make.

License

Use for any purpose other than the services specified in these terms is prohibited.

The company, and/or the license provider reserve all the right to usage of all of the services, including the content or functionality provided via the homepage or the wallet.

FIDELIUM," "FIDELIUM.IO," or the logo displayed on any site related to the service are all registered trademarks of the company or its affiliated companies.

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Any usage, redistribution, claiming possession, licensing of the company’s materials listed on the website without a formal written agreement with the company is strictly prohibited.

Termination

The company may end or suspend the network service without any prior notice, or other obligation, for any reason, not limited to a violation of the terms of this agreement.

The provisions of these terms, which should be enforced until the service termination, will remain in full force and effect.

This includes, but is not limited to, ownership, indemnity, liability, limitations of obligations and warranties.

Transfer

The company reserves the right to transfer this contract or part of the contract to a third party without user’s agreement.

Links to other websites

The company may provide links to third party websites or services. The user cannot control, and is not responsible for, any third party website or service policy.

The user agrees and indemnify the company of any direct or indirect damages and losses, suspected of incurring from the company information, goods, or services.

The user also agrees that the company is not responsible for any loss or damages incurring from interaction with all and any contents from affiliated third-party websites.

The company will run multiple checks for such sites, but it cannot fully understand the intents of those sites, nor can it make any sort of guarantees.

Therefore, users must be fully aware of such risk when clicking on the external links. These third party sites may include sponsored links or advertisements.

When clicking on such external links, a third-party may be able to use user’s cookie and the information may be sent to the advertiser’s website via traffic trackers.

In this regard, users must be careful about clicking on external links, and agree that the company is not responsible for any damages or losses resulting from visiting external links.

Use of cookies

The collection of cookies for users accessing these external links is used to provide a better experience for users who visit the site.

A cookie is a file stored on a user's hard drive and is used to track the website that the user visits to provide customized services tailored to the user's interests.

If users do not want us to use these cookies, they should block it using the browser's security settings.

If cookies are utilized, personal information may be collected, but it will expire after 30 days.

Contact and Communication

Users requesting contact with the company must provide us with the personal information required.

User’s personal information is protected and archived securely in accordance with the Data Protection Act (Singapore legislation).

While the company makes every effort to ensure that the process of sending and receiving emails is secured, users must agree that any risks that may be incurred should be borne by the users.

The company utilizes the personal information users submit for use in the services it provides.

The personal information of the user provided to the company is automatically destroyed when there is no exchange between the company and the user for one-year.

The company will not provide personal information to third parties without the user ‘s consent.

Email communication

The company may send out an email newsletter to notify users of updates, such as the procedures of the platforms and services.

Users can subscribe through an automated process, but all risks that may incur from this shall be borne by the user.

All personal information required to subscribe to the automated newsletter program is stored securely under the Data Protection Act of 1998.

All information will not be passed on to the company’s staff or any third party.

The company complies with the "International Spam Laws and the Privacy and the European Electronic Communications Regulations of 2003," and users can unsubscribe at any time.

This process will be explained in detail at the end of every email.

Communication rights related to the company’s services

Users agree that the company has the exclusive ownership of all data, information, or communications among users using the wallet.

The company owns intellectual property rights in all such data, and may use or distribute them for commercial or legal purposes without notifying the user.

Users agree to waive all rights to damages incurred by such usage of information by the company.

Social Media Platform

Communication, participation, and/or activities through external social media platforms must comply with the privacy policies and terms required by each platform.

Users should take proper precautions such as leakage of personal information when using a social media platform.

The company reserves all the owners ship of all materials posted on its social media platforms, and each of user contents posted on those platforms should be carefully checked and verified to not to defame anyone, incite criminal activities, or involve such illegal activities.

If the company determines a user’s post infringes on 1its intellectual property, or rights, it reserve the right to modify or delete the post, and hold the user responsible.

Honorable Agreement

  1. Users do not cause any dispute about any parts of the company.
  2. Users must act as an ambassador of the company to maximize profits.
  3. Users must notify the company if there is any error or negative issue related to using the service it provides.

Indemnity

The user shall compensate for any damage caused by the user or a third party associated with the user while using the services provided by the company.

When such issue arises, the company must not be associated with the user for the problem and must be indemnified for all causes.

Users agree to pay any legal fees, fines, penalties and all other costs incurred in such case.

Waiver of Warranty

The company’s services may not reach certain levels and may be interrupted during operation.

In addition, the company cannot guarantee the accuracy of all information provided on its website.

Governing Law and Trial

Any act, interpretation, implementation and enforcement of these terms shall be dealt in a manner that takes precedence over the rights and obligations of the laws of Singapore, and the courts of Singapore have jurisdiction over all disputes arising therefrom.

Arbitration

As stated in these terms, users must agree to arbitration under Singapore law.

Except in cases where either party wishes to proceed with an individual action, or claims unauthorized use of intellectual property rights (including but not limited to copyrights, trade names, trademarks, logos, trade secrets, patents, etc.), both the company and the user waive the rights to resolve any dispute incurred connection with the provisions of this agreement in court, or jury trial.

Instead, the company and the user must resolve all disputes through arbitration.

Arbitration signifies a third party or additional personnel reviewing the dispute and making an influential decision without the court resolving the dispute.

Notice

All notices regarding the service terms will be sent to the users by e-mail from FIDELIUMICO@fidelium.io.

Survival and Severability

Some provisions of this agreement may still be enforced even after the termination of user ‘s license or agreement.

If any provision is deemed invalid for any reason, the provisions shall be deleted and the remaining provisions shall remain in effect and enforceable.

System integration

Even when the company fails to enforce or implement the provisions of terms, it shall not be deemed as a waiving its rights.

Agreeing to these terms constitutes a complete agreement between the company and users, including terms that may be modified in the future.

Also, any unclear provisions will be interpreted in the most favorable terms for the company.

Force Majeure

Even when this agreement is deemed unenforceable due to unavoidable circumstances or force majeure, such as natural disasters, war, government intervention, bad weather, fire, terrorism, power or equipment malfunction, industrial disputes, third-party behavior, and breakdown of blockchains, rendering the whole operation inoperable, the company shall not be liable for any financial, or commercial losses.

Exhibit B

Terms of Sale Tokens

Token supply

The company’s total FID issuing amount is 300,000,000 FIDs, and the initial supply amount is 150,000,000 FIDs.

The initial supply of 150,000,000 FIDs shall be distributed to presale, ICO participants.

60% (90,000,000 FIDs) of the undistributed FIDs will be supplied to the market at the rate of 30,000,000 FIDs every 12 months. The remaining 40% (60,000,000 FIDs) will be used for partnership contracts, future development, development support, and such.

Token price

The price of the FID during the ICO is divided into three stages as follows:

  1. $0.25 from the start of ICO to 53.33% (80,000,000FID) of the initial supply.
  2. $0.30 for the following 23.33%(35,000,000FID)
  3. $0.40 for the remaining 20% (30,000,000 FID) of the initial supply.

ICO participation is carried via BTC, ETH, LTC, and DASH, and sets the FID allocation ratio according to the market price of each coin.

The company may adjust the token price as needed during the ICO period.

FID Supply

The company will provide approximately 150,000,000 FIDs to users through presales and ICOs. FIDs will be distributed at once after the ICO has ended.

The company aims to raise $43,000,000 through presales and ICOs.

If the target sales amount is not met, the undistributed FID tokens shall belong the company.

The FID corresponding to the above situation is used as the development fund of the company and it will be announced on the website.

Information about the ICO period

The company’s ICO will begin at 09:00 PST 00 00 0000 (GMT-8) and will end at 15:00 00 00 0000 (GMT-8).

However, the ICO may end earlier than stated if the target amount is reached before the ICO end date.

Procedure of Participating in the ICO

Prior to the start of ICO, the company shall provide a web-based application process\.

In the meanwhile, the users should prepare by familiarizing with the requirements listed below.

If the user fails to comply with the requirements, the company shall not provide any assistance or compensation.

The company may also set additional requirements for participating in the ICO.

*Requirements

- A user must own an official Ethereum wallet that supports the ERC20 standard token.

- It is recommended the users use the official Ethereum wallet when participating in the ICO.

- When participating in ICO with coins other than Ethereum, such as Bitcoin Litecoin, and DASH, a user must provide the company with the an Ethereum wallet address, to which the FID tokens shall be sent to.

A user must send coins from his/her personal wallet when participating in the ICO, and should not send coins via an exchange’s wallet.

If a user has familiarized him/herself with the requirements above, he/she may follow the steps below to participate in the ICO.

  1. Select coins to participate in the ICO with.
  2. Enter the amount to participate
  3. Enter other required information such as the wallet address from which the coins are sent from, and an Ethereum wallet when participating in the ICO with coin other than Ethereum.
  4. Transfer the correct number of coins, which will be displayed on the website, to the company’s corresponding coin wallet addresses. (For example, Bitcoins should be sent to company’s bitcoin wallet, and ethereums should be sent to company’s Ethereum wallet.)

The application process may be revised during the development of the web-based process.

The company may also request additional information, including email addresses.

The company shall distribute the FID according to each participation amount within three weeks of the ICO ending.

The three-week period is for the company to perform the internal audits, and to prepare for the transparent and safe distribution of FID tokens.

Token allocation

The company allocates FID as follows:

FIDs not sold during the ICO shall be in company’s possession and will be used for development and development funds for the growth of the Fidelium platform.

Presale

Prior to the ICO, a presale will take place for a small portion of the FID supply, and there is a presale bonus for the presale participants.

The presale participant agrees with these terms and shall receive the token in accordance with the procedure provided in this term of agreement.

ICO Fund Usage

Funds that the company raises through ICO will be used for building up the Fidelium platform, further developments, business operations, employee wages and benefits, and marketing expense.

This will be spent in the following proportions, which are estimates and may change later:

Allocation of ICO raised fund

Detailed information on the items listed above

- Platform development and establishment

The Fidelium platform is a combination of various components, partnering up with a debit card provider, dealing with bank processing, running the internal operation of the OTS, and etc. To build a solid foundation, the company finds it necessary to make all the necessary technical and financial investments for it.

It also includes relatively standard developmental costs, such as complementing the company's own network stability, upgrading the system, and reinforcing the system security.

- Marketing

The company’s ultimate goal is for more people to understand and accept the Fidelium platform, and for the platform to be used widely by the public.

To achieve said goal, the company will run marketing campaigns via various mediums to promote Fidelium to the masses.

The company will run a marketing campaign to reach out to the general public, while planning for a region-specific campaign in its future.

These marketing teams will plan and implement the project according to the country's situation.

The region-specific marketing campaigns will accommodate and cater to each region’s political and economic state.

Such region-specific marketing campaigns are expected to make a significant contribution to the public acceptance of Fidelium in a more realistic and concrete way.

- Promotion and Offline Testing

Apart from the marketing campaigns, the company will carry out various online and offline promotions, such as giveaways and offline shops to field test the tokens, and any related expenses will be covered with the funds allocated for such promotions.

- Affiliates

Funds allocated for this purpose will cover the expenses of affiliating/partnering up with a card issuer, a bank, or any relevant bodies to provide debit card and ensure smooth transactions, and any related expenses.

- Legal Counsel / operating costs

The cost of legal counsel required in the process of the various purposes such as contracts, legal consultant, and etc., in the development of Fidelium in the company’s future.

- Employee wages and benefits

This portion of the ICO funds will be distributed to the Fidelium team members to have contributed to the development of Fidelium platform in various aspects, such as planning, program developments, designing, marketing, in forms of wages and incentives

- Donation & Charity

As it is the goal of the company to make contributions to society, 5% of the funds raised from ICO will be allocated to make donations to charities and non-profit organization helping those truly in need.

Exhibit C

Specific risk factors related to the purchase, sale and use of tokens

Before purchasing, retaining and using an FID, users must acknowledge and agree to the following risks.

FIDs are not issued or sold as any form of securities with any value or any other form of investment as specified in the terms. For such reason, the company states that the information specified in EXHIBIT C is not intended to attract nor recommend investments.

The company makes it clear that the company is not liable for any incidental or consequential loss or damage caused by incorrect, omitted, or inaccurate information, directly or indirectly, provided via EXHIBIT C.

Loss of access to tokens due to lost private key

To control and mange FID tokens stored in a virtual money wallet, a user must have a private key, or a combination of private keys for his or her own wallet.

Thus, if the private key of the wallet storing the FID is lost or damaged, FID tokens cannot be recovered.

Also, if the user's private key is leaked to a third party, the user may lose the control over the FID tokens stored in the wallet.

Risks related to the Ethereum protocol

Because the Fidelium and all network services are built based on the ETHEREUM PROTOCOL, errors, failures and service outages of ETHEREUM PROTOCOL may have highly adverse effect on all services.

In addition, the development of encryption technology and the development of quantum computing may have an ineffective effect on the critical functions of ETHEREUM PROTOCOL.

Risk of a mining-related attack

Like many distributed encryption tokens based on ETHEREUM PROTOCOL, the tokens are susceptible to attack by miners during the transaction verification of the token in the ethereum blockchain.

Risks of hacking and security vulnerabilities

Hackers and other malicious intentional groups or organizations may attempt to gain access to Fidelium network services and FIDs in various ways, including malicious code attacks, DDOS (distributed denial of service, server attacks, or attacks on financial vulnerabilities.

The FID tokens are built on open source Ethereum platform, which means third parties can access the core infrastructures with malicious intent.

All Fidelium services are built on open source software, which allows third parties to view the core infrastructures, even with malicious intent.

Malicious intentional hackers, groups and organizations can attempt to steal revenue from ETH, BTC, LTC, DASH, etc. during the initial FID sales.

Hackers, groups, or organizations with malicious intentions may attempt to steal revenue from ETH, BTC, LTC,

The company has established security measures to counter such risks, and is constantly improving such measure to upgrade the security of the system.

The company employs all possible means, including multi-signature private keys, anti-spear phishing measures, separation of hot & cold wallet, and division of funds, to protect the virtual cryptocurrencies and all funds within the system.

The company shall also perform regular security checks of the cold wallet by an external security teams.

As specified above, there is a risk of loss of FID stored on the company’s platform caused by a third party's malicious acts, that is not related to the company in any manner.

The company will do its utmost best to establish and enforce all of the security systems listed above after the FID presale and ICO, and continue to work with security experts to ensure its system security as an on-going measure.

However, advances in technology, such as the development of quantum computers and code cracking, have created risks to all virtual cryptocurrencies and the company’s platforms.

The company will continuously update its service platform network as much as possible to take appropriate security measures in regards to encryption technology, but these actions may not be completely sufficient enough.

Just like any other virtual cryptocurrency, the blockchain used on in the platform is vulnerable to mining attacks.

Such mining attacks on Ethereum blockchain may have unexpected and/or adverse effects on FID transactions, as they may pose risks to the company’s service.

Users should carefully review the above information before purchasing FID tokens and consult with their own advisors if needed be.

Risk in the token market

FID tokens are designed to be used only within its service platform and is not intended for any other secondary transactions.

Users should acknowledge the fact when such secondary transactions occur, it takes place under no regulatory measures, which signifies a vulnerability to a fraud or a manipulation by a non-affiliated third-party.

Risk of No Insurance

Unlike other financial institutions, tokens are not covered by any insurance.

When the value of FID is lost due to any reason, the sole responsibility falls upon the user.

Risks related to Uncertain Regulations and Measures

Regulations on tokens and distributed encrypting ledger technology are not clear and, in most cases, unestablished in many countries.

It is difficult to predict what regulations will be put in place by governing bodies in regards to such technology and applications.

The company may halt operations in certain countries if its services renders illegal due to changes in regulations in a certain country ‘s regulatory agency.

Risk of Taxation

Due to the nature of tokens, it proves rather difficult to be taxed on.

When purchasing FID tokens from the company, users must be aware of the tax legislations of the residing jurisdiction, and users may incur unexpected taxes, including the withholding tax, and the income tax, along with the responsibility of reporting tax to the relevant governing body.

Risk of Alternative Network

There may be attempts by non-affiliated third party to provide services similar to the company’s service, abusing the open source code and protocols.

Such abuse of the open source codes and protocols may have an adverse effect to the company’s service and the tokens.

Risks of Lack of Application Users

The company’s services may not be used by the majority, individuals, corporations and other groups, organizations, and may not receive wide acceptance from the public.

Such situation will have negative effects on the scalability of the company’s service network.

Risks related to network development and Maintenance

The company’s network services are currently under development and may change significantly in the future.

The company may need to change the frameworks of FID tokens and other services offered, within the scope permitted by the terms of agreement.

The company shall commit its best effort to provide a better service environment to the users, but the network service may malfunction, or not maintained properly, which may affect FID tokens in a negative manner.

Risk of adverse changes in Ether and other cryptocurrency values

The company shall spend a portion of funds raised from the presale and the ICO for the maintenance and further development of the company’s service, as stated in this terms of agreement.

FID sales revenue shall be represented in the number of Ether, Bitcoin, Litecoin, and Dash.

If the value of Ether, or other cryptocurrency, move to a such unfavorable position during, or even after, the presale and the ICO period that the company cannot provide sufficient fund for the service development, it may not be able to maintain, or manage its network platform.

Risk of dissolution of the company or network

The company may not be able to operate its network service for any reasons such as values of cryptocurrencies shifting to much unfavorable position, Fidelium token not receiving the expected acceptance, a dispute regarding an ownership of an intellectual property, and other unforeseeable event, and such events may lead to the dissolution of the company.

Risks in The Lack of Operational Rights

An ownership of FID tokens does not constitute a control or an equity in the company or its affiliates,

The company reserves all rights of making decisions about its operation.

Users agree and acknowledge that they agree to the statements above, when purchasing FID tokens.

Unexpected Risks

Ethereum protocol-based encryption token (such as FID tokens) is a technology that have not yet been fully validated.

Due to such risk, in addition to the risks specified in EXHIBIT C, there may be some aspects the company cannot predict and prepare for.

Inquiry

CONTACT US

For any questions regarding terms of agreement, conditions, disclaimers, or anything else, please contact the company through email.