Terms and Conditions

1.0 Introduction

1.1 Bitspark Limited ("Bitspark", or "we" or "us"') is a company incorporated in Hong Kong having company number 2088697 with its registered office at Room C&D, 10/F, Max Share Centre, 367-373 King's Road, North Point, Hong Kong. Bitspark operates the platform at https://bitspark.io/ ("Platform"), a web-based platform for sending and receiving payments, conducting customer due diligence, storing historical data and detailed analytics ("Services"). The Platform and the Services are provided by and are proprietary to Bitspark. Bitspark may operate in conjunction with nominated payment providers from time to time (Design Think Asia Ltd, Hong Kong).

1.2 These are our terms and conditions governing the relationship between the users of our Platform ("you" or "User") and Bitspark ("Terms").

1.3 Please read these Terms carefully. By accessing the Platform and/or using the Services, including by clicking ("I agree") when you make an account on the Platform, you agree to be legally bound by these Terms and all terms incorporated by reference.

1.4 If you have any questions or would like more information about Bitspark, the Platform or the Services please feel free to contact us at info@bitspark.io.

2.0 Definitions and interpretation

2.1 Unless otherwise defined in these Terms or the context otherwise requires, capitalised words used in these Terms, shall have the following meanings:

2.1.1 AML Policy: means Bitspark's Anti-Money Laundering ("AML") and Know Your Client ("KYC") policy, which can be found here: https://bitspark.io/compliance-statement

2.1.2 Business Day: means a day (other than a Saturday or Sunday or public holiday in Hong Kong and any day on which a tropical cyclone warning no.8 or above or a "black" rain warning signal is hoisted in Hong Kong at any time between 9.00am and 5.00pm) on which banks are open in Hong Kong for general commercial business.

2.1.3 Account: means your account containing the account balance of your Money held by Bitspark pursuant to the Services.

2.1.4 Fee Chart: means Bitspark's current fee schedule, which can be found here: www.bitspark.io/fees

2.1.5 Hong Kong: means the Hong Kong Special Administrative Region of the People's Republic of China.

2.1.6 Intellectual Property: means patents, trademarks, designs rights, trade and business names, internet domain names, logos, copyrights (including rights in computer software), goodwill, the right to use and protect confidential information and know-how, database rights, and other intellectual property rights in each case whether registered or unregistered (including all rights to apply for and be granted renewals, extensions and rights to claim priority from, such rights and any similar forms of protection) in force anywhere in the world.

2.1.7 Money: means any currency used on the Platform (including but not limited to Hong Kong dollars, Vietnamese dong, Indonesian rupiah, Philippine pesos and Bitcoin).

2.1.8 Transaction: means any transaction, trade, or exchange made by a User through the Platform pursuant to the Services and "Transact" shall be construed accordingly.

2.1.9 Privacy Policy: means Bitspark's Privacy Policy, which can be found here: https://bitspark.io/privacy

2.2 Unless a contrary indication appears, any reference in these Terms to:

2.2.1including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

2.2.2 words importing one gender shall be construed as including every gender;

2.2.3 a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

2.2.4 a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

2.2.5 a provision of law is a reference to that provision as amended or re- enacted; and

2.2.6 a time of day is a reference to Hong Kong time.

2.3 Bitspark shall have the sole and absolute right to decide on the materiality of any issue, matter or thing having regard to all information in the possession of or available to Bitspark. Such determination by Bitspark shall be conclusive in the absence of manifest error.

2.4 Section headings are for ease of reference only.

2.5 Unless expressly provided to the contrary in these Terms, a person who is not a party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any term herein. Notwithstanding any term of these Terms, the consent of any person who is not a party to these Terms is not required for any variation (including any release or compromise of any liability under) or termination of these Terms.

3.0 Terms of service

3.1 You authorise Bitspark (directly or indirectly) to take any measures that we consider necessary or may be necessary to verify your identity, confirm any information you have provided to us and to take any action we deem necessary based on the results.

3.2 Only Users are permitted to Transact on the Platform. You agree that you will not allow access to your Account to any other person.

3.3 By visiting, accessing or using the Platform and/or using the Services, you confirm, represent and warrant that:

3.3.1 you are at least 18 years old;

3.3.2 you have the legal capacity to accept these Terms and to agree to be bound by the Terms in their entirety;

3.3.3 you have provided Bitspark with accurate, true and complete information about yourself as a User;

3.3.4 that all Money traded, exchanged or to be traded or exchanged by you in the future using the Platform is not and will not be the direct or indirect proceeds of any criminal or fraudulent activity (including terrorist financing and money laundering);

3.3.5 you are not located in, or resident of, any jurisdiction where the provision or use of the Platform or the Services would be contrary to applicable laws, rules or regulations of any government or regulatory authority or where Bitspark is not authorised to operate the Platform and/or provide the Services;

3.3.6 you have not previously been suspended or removed from the Platform; and

3.3.7 you have read, understood and agree to our AML Policy, Privacy Policy and Fee Chart (all of which are expressly incorporated into these Terms). Please see www.bitspark.io/compliance-statement and www.bitspark.io/fees

3.3.8 You are not a resident or citizen of the United States of America

3.4 Trading Money using Bitcoin carries a high level of risk, and may not be suitable for you. You should be aware that you may sustain financial loss by trading Bitcoin. You acknowledge and agree that you shall access and use the Platform at your own risk. You should obtain advice from an independent legal and/or financial adviser if you have any questions.

3.5 The information and Services provided on the Platform are not provided to, and may not be used by, any individual, corporate or institution in any jurisdiction where such provision or use would be contrary to applicable laws, rules or regulations of any regulatory authority or where Bitspark is not authorised to provide such information, access to the Platform or Services. It is the User's responsibility to ensure that he or she is compliant with applicable laws, rules or regulations and Bitspark cannot be held responsible for any failure on the part of the User in this regard.

3.6 You agree that we may cancel any Transaction in the event of (i) any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms or other components of or integral to the Platform or of the Services, (ii) any other severe business disruption to the Platform, its systems or the Services, where the nullification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of you and the public interest. If such a disruption or malfunction occurs, Bitspark may review such Transactions and declare such Transactions null and void.

3.7 You acknowledge that interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside the control of Bitspark. These factors may result in errors in service or delays or system malfunctions. It is possible that you may experience difficulties in accessing your Account and making Transactions.

3.8 You agree to pay all fees associated with or incurred by you, associated with your Account, the Transactions, and the Services you receive, in accordance with our Fee Chart which can be found here: www.bitspark.io/fees

3.9 By using the Platform you acknowledge and agree that (a) Bitspark is not acting as your broker, intermediary, agent or adviser or in any fiduciary capacity and (ii) no communication or information provided to you by Bitspark shall be considered or construed as advice.

3.10 You may only use the Platform for the purpose intended as an online money trading platform and not for any other purpose (lawful or unlawful).

3.11 You may not buy or sell the ZEPH token as a resident or citizen of Hong Kong.

4.0 AML & KYC Procedures

4.1 Our AML Policy is expressly incorporated into these Terms. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering, terrorist financing or any other financial crimes. You acknowledge and agree to provide Bitspark with certain personal and business information as may be necessary to establish and maintain your Account with us.

4.2 Bitspark does not provide or issue to its Users any Money. All Money is traded or exchanged or remitted by Users and originates from the Users themselves.

4.3 In the event that your Account is suspected of being in breach of any of the provisions of the AML Policy (or any requirements of law or regulation in Hong Kong or another jurisdiction), you agree that we have the right to suspend or terminate your Account and your access to the Platform until we have determined that the breach or suspected breach has been rectified.

4.4 Should your Account be proven to be in breach of any such provisions (or any requirements of law or regulation in Hong Kong or another jurisdiction), you agree that we have the right to close your Account, restrict your access to the Platform and you agree to forfeit any and all funds in your Account to the appropriate authorities.

4.5 We reserve the right to require you to provide additional information to Bitspark or undergo a background check at any time and from time to time in accordance with applicable laws.

4.6 All of your Transactions or requests that are facilitated by Bitspark through the Platform shall be subject to all laws, regulations, and rules of any applicable regulatory authorities, including but not limited to, money service operator business regulations under the relevant regulations of the Hong Kong Customs and Excise Department and the Money Services Operators Ordinance.

4.7 The Services are at all times subject to all legislative and regulatory changes or actions within Hong Kong or in any other jurisdiction. Any change or action may adversely affect the use, transfer, exchange, and value of your Money and may result in Bitspark having to suspend any or all Services at any time. Bitspark shall not be liable for any such change or action at any time.

5.0 Operations

5.1 To make a Transaction, you must follow the instructions on the Platform. You must provide all information required for the Transaction. By entering into a Transaction, you confirm that all information provided by you is correct in all respects.

5.2 The Services are only available for the currencies listed from time to time on the Platform. These currencies are subject to change from time to time at our sole discretion.

5.3 You acknowledge that the exchange rates available on the Platform may differ from time to time.

5.4 Transactions may be subject to delays, difficulties, and/or conditions affecting transmission or execution of Transactions over which Bitspark has no control, including mechanical or electronic failure or market congestion. Bitspark shall not be liable (and no refund shall be due) for any delays, difficulties or conditions adversely affecting transmission or execution of Transactions.

5.5 We reserve the right to require all Transactions to pass automated compliance checks. If your Transaction is flagged for review by any of these checks or if it meets certain defined criteria, we may manually review the Transaction which may delay the fulfilment of the Transaction (or result in cancellation of the Transaction). Bitspark shall not be liable for any such delay or cancellation.

5.6 We may require you to confirm your Transaction request via telephone or by other forms of authentication prior to execution it if it is deemed suspicious.

5.7 Bitspark may accept and act upon instructions which it reasonably believes originated from you. Bitspark is under no duty to verify your identity or authority. Such instructions will be binding on you. We shall incur no liability for accepting or acting upon such instructions, whether or not in fact given by you.

5.8 Bitspark may in its absolute discretion refuse to act on any of your instructions without giving any reason (including, without limitation, if we are in any doubt, at our absolute discretion, as to whether such instructions have been properly authorised, accurately transmitted or received or properly understood by Bitspark, or if such instructions are unclear or ambiguous). Bitspark shall incur no liability for so refusing to act.

5.9 Bitspark may perform its duties under these Terms through third parties, who may be acting as agent or as principal. Neither Bitspark nor such third party is obliged to account to you for any commissions, fees, spreads (including mark ups or mark downs) or anything else obtained in connection therewith.

5.10 Subject to applicable laws, rules and regulations, Bitspark may reasonably determine the priority of execution of your instructions, and you have no claim of priority to any other customer of Bitspark.

6.0 Fees

6.1 The Fee Chart is incorporated into these Terms and your acceptance of these Terms and use of the Services is considered to be your acceptance of the Fee Chart, which you will find here: www.bitspark.io/fees

6.2 We reserve the right to change, modify or increase our Fee Chart by giving you notice.

6.3 Your use of the Services and/or the Platform following any update to our Fee Chart is considered to be your acceptance of any such changes.

6.4 You agree to promptly pay all fees associated with or incurred in relation to your Account, the Transactions you enter into, and the Services you receive.

7.0 Information

7.1 We cannot guarantee that information on the Platform will always be accurate. As a result, Bitspark is not liable to you, any other person:

7.1.1 for the accuracy, completeness or timeliness of information;

7.1.2 for any changes or updates to these Terms, including without limitation, to our fees;

7.1.3 for any decision you make or action you take by relying on any of the information on the Platform;

7.1.4 for any Transaction you initiate or attempt that is not completed;

7.1.5 for any Transaction that is completed;

7.1.6 for the exchange rates shown and provided on the Platform;

7.1.7 if you are not able to Transact on the Platform; and/or

7.1.8 for any law, rule, regulation, action, enforcement or order in your jurisdiction that makes your use of the Platform and access to the Services illegal or impermissible.

8.0 Intellectual property

8.1 The Platform is our proprietary platform, and we reserve all of our rights in this regard.

8.2 You agree not to copy, reproduce, modify, distribute, retransmit, sell, publish, broadcast, create derivative works from, or store Bitspark Intellectual Property (or any portion thereof), without the express prior written consent of Bitspark.

9.0 Disclaimers

9.1 You agree and understand that:

9.1.1 Bitspark makes no guarantee of the functionality, security or availability of any underlying blockchain software and/or network(s) that support Bitcoin and Bitspark is not responsible for the operation of such software and networks.

9.1.2 We do not have any ability to prevent or mitigate cyberattacks and modifications on any blockchain software and/or networks and we reserve the right in our sole discretion to take all commercially reasonable actions if such an event occurs.

9.1.3 We do not represent or warrant to the accuracy, completeness, currentness, noninfringement, merchantability, or fitness for a particular purpose of the Platform or the Services.

9.1.4 In no event will Bitspark be liable to you or others for any loss arising from or out of: the existence, furnishing, functioning or your use of the Platform and/or the Services; any act or omission in connection with your accessing the Platform and/or using the Services; any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including (to the extent permissible by law), but not limited to, those arising from the negligence or recklessness of Bitspark, or contingencies beyond their control in procuring, compiling, interpreting, computing, reporting, or delivering the Platform or providing the Services. any failure or delay relating to a Transaction caused by (or as a result of any action taken or omission of) any bank and/or financial institution; any transmission of any viruses, spyware, worms, trojan horses or other malware which may infect a User's equipment; any malfunctions or system disruptions or system failure, which prevents us from fulfilling our obligations under these Terms; any unauthorised access, theft, operator errors, hacks, cyber-attacks, spoofing, phishing or other attacks; any employee strikes or other labour issues and/or any act, condition or cause beyond our reasonable control (including any force majeure).

10. Account closure and suspension

10.1 You may close your Account at any time by sending us an email to info@bitspark.io. Closing your Account will not affect any rights and obligations incurred prior to the date of your Account being closed.

10.2 If you close your account you:

10.2.1 must withdraw any Money remaining in your account via our existing withdrawal mechanism, failing which give us complete and accurate instructions of where to transfer any Money remaining in your account;

10.2.2 must either cancel or complete all outstanding Transactions; and

10.2.3 are responsible for any and all fees, costs, expenses, charges or obligations associated with closing your Account.

10.3 We may suspend, modify, deactivate or terminate your Account as well as your access to the Platform (or any part of the Platform) immediately and without notice if (i) we suspect that your account is in breach of our AML Policy (ii) you violate any provision of these Terms; (iii) we are required to do so by law or any regulatory authority, court order or order of a government authority; (iv) you or your Account is subject to any pending litigation, investigation or governmental proceeding; or (v) for any other reasonable reason.

10.4 If your Account is dormant or inactive for 3 years, you agree that we may suspend, modify, deactivate or terminate your Account.

10.5 Subject to the provisions of these Terms, you agree that if your Account is closed for any reason and unless otherwise required by law, Bitspark may either (i) transfer any Money remaining in your Account as notified by you; or (ii) report any remaining Money in your Account, as unclaimed property. If (ii) occurs, Bitspark will use reasonable efforts to notify you at the email address shown in Bitspark's records. If you fail to respond to any such notice within 48 hours, or as otherwise required by law, Bitspark may be required to deliver any such Money to the relevant authorities as unclaimed property. Bitspark reserves the right to deduct an administrative fee resulting from such unclaimed Money.

11. Notices

11.1 You agree and consent that we may communicate with you in any way, including by way of electronic communication such as via the Platform and/or email.

11.2 Notices sent by email in accordance with these Terms and conditions shall be deemed to be sent on the date on which the e-mail is confirmed as being sent provided that day is a Business Day. If any email is returned as undeliverable, we retain the right to block access to your Account until you provide and confirm a new email address.

11.3 Your authorized email is the email that you entered during the registration of the Platform. The authorized email of the Company is info@bitspark.io.

11.4 All notices and communications made or given pursuant to these Terms must be in English.

11.5 Should you wish to change your authorised email address, you must send us an email at info@Bitspark.io / update your settings on the Platform.

12. Miscellaneous

12.1 You agree that Bitspark is not responsible for determining whether taxes apply to any Transactions, the Services or your use of the Platform and that it is your responsibility to determine whether any taxes apply.

12.2 You must indemnify us from and against all claims, liabilities, damage, suits and losses, made against or suffered by us as a direct result of:

12.2.1 your fraudulent, wilful or negligent act or omission;

12.2.2 any breach of these Terms;

12.2.3 your act or omission which causes us to be in breach of any law or regulation; and

12.2.4 personal injury or death, or property damage caused or contributed to by you.

12.3 If, at any time, any Term herein becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining Terms nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

12.4 Links to third party websites are provided solely as pointers to information on topics or services that may be useful to you. We have no control over the content on such other websites, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. You are responsible for complying with the terms and conditions of those websites.

12.5 These Terms (including any other terms and/or documents incorporated into these Terms reference) constitute the entire agreement between us relating to your use of or participation in the Platform. These Terms supersede any and all other agreements, oral or in writing between us.

12.6 No failure to exercise, nor any delay in exercising, on the part of Bitspark, any right or remedy under these Terms shall operate as a waiver of any such right or remedy or constitute an election to affirm any of these Terms. No election to affirm any of these Terms on the part of Bitspark shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

12.7 You may not transfer or assign these Terms or your rights or obligations hereunder. Bitspark may freely assign its rights and the benefit of these Terms to the extent permissible by law. These Terms shall be binding and inure to the benefit of our successors and permitted assigns.

12.8 Bitspark reserves the right to change these Terms at any time. Any material changes to these Terms will be notified to the Users.

13. Governing law and jurisdiction

13.1 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.