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Q*Coin & Wisfarm Terms and Conditions

1. General Rules

1.1. The terms and conditions (the “Terms”) set forth herein define, and are intended to implement, the rights and obligations between Qoo10 Pte. Ltd. (“Company” and interchangeably referred to herein as “we”, “us” or “our”) and the Buyers and Sellers (collectively known as the “User(s)”) in relation to the purchase of Q*Coins, the creation and use of the Smart Wallet and Wisfarm Service related to the Q*Coin.
1.2. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Terms and Conditions (For Buyers) and/or the Terms and Conditions (For Sellers).

2. Agreement to Terms and Conditions

2.1. The Company posts these Terms on the home page of the Platform where Services are provided so that they are easily viewed by Users. We will also require your agreement to these Terms when you register for an Account.
2.2. Users must fully understand and agree to the Terms herein, (and any other terms and conditions or policies or notices included or referenced herein) before they use Services provided by the Company.
2.3. Users agree that, in the event that the Company further provides various devices and tools to facilitate the operation of Services, the Terms (and any other terms and conditions or policies or notices included or referenced herein) equally apply to the said devices and tools.
2.4. We reserve the right to amend the Terms any time by posting the amended Terms on the Platform. Unless otherwise stated, all amended terms and conditions shall be effective immediately after they are posted; and you shall be deemed to have agreed to the amended Terms if you continue to use the Platform, Services or your Account.
2.5. We may, from time to time, introduce additional terms and conditions for certain Services. You agree that you fully understand and agree to those additional terms if you utilize those Services. The additional terms and conditions therein are made in conjunction with this Terms and shall be construed together.

3. Scope of Services

3.1. At the Company’s sole discretion, the Company provides the following Q*coin services to Users:
- 3.1.1. Q*Coin is a Qoo10 group internal usable smart eToken that can only be used to purchase products and services provided by Qoo10 networks(Qoo10 Pte. Ltd. and affiliates and subsidiaries). It is not registered/traded on a cryptocurrency exchange and cannot be used for investment in other cryptocurrencies or to purchase or exchange liquidity products
- 3.1.2. The sales of Q*Coin and the provision of Q*Coin Smart Wallets for the storage of Q*Coins
- 3.1.3. any other additional services related to Q*Coin and/or Smart Wallet
3.2. The company defines Wisfarm and provides Wisfarm services to users as follows.

3.2.1. Wisfarm is a program that the company supports sellers, and provides sellers with the funds (cash flow) necessary for product development and sourcing, securing regular customers, increasing exposure and promotion through communication, and selling overseas markets through CBT eCommerce Platform of Qoo10 networks.
3.2.2. Users can participate as Wisfarm Affiliate Supporters by using Q*Coin as their voting right. Based on the amount of Q*Coin collected in this way, the company decides whether to support the seller and supports them. The company can provide Affiliate Rewards to users who participate as Wisfarm Affiliate Supporters by linking the seller's sales performance.
3.2.3. Users can use the paid Affiliate Reward to use the services of the Qoo10 network. However, company do not provide a service to withdraw the paid Affiliate Reward in cash.
3.2.4. any other additional services related to Wisfarm

3.3. We reserve the right to temporarily or permanently modify, suspend or terminate a whole or part of the Services. Advanced notices shall be posted on our website or app and you are responsible to look out for and familiarize yourself with such notices.

4. Establishment of Membership Account

4.1. To have access to the Services, the User must have registered for an Account with the Company (whether as a Buyer or as a Seller) and expressly agreed to the Terms and Conditions (For Buyers) and/or Terms and Conditions (For Sellers).
4.2. The Company reserves right to deny or to cancel opening a Smart Wallet or a sale of Q*Coins and participation as a Wisfarm affiliate supporter or providing affiliate rewards in the following cases.
- 4.2.1. When the Company confirms during its verification process that the User did not use a real name;
- 4.2.2. Where the User provides untrue, incomplete, outdated, inaccurate or fraudulent information;
- 4.2.3. When the Company has reasonable grounds to believe or suspect that the User is utilizing Smart Wallet and/or Q*coin in an abnormal manner;
- 4.2.4. When it is ascertained that a User previously had his/her Account terminated or suspended by the Company;
- 4.2.5. When the Platform and/or facility reaches its optimum capacity or faces technical difficulties and/or we have reasonable grounds to believe that you may cause the Platform to operate beyond the optimum capacity or cause technical difficulties;
- 4.2.6. When the User is found to be in breach of these Terms (and any other terms and conditions or policies or notices included or referenced herein); and/or
- 4.2.7. when the Company, in its sole discretion, deems a rejection and/or cancellation necessary.
4.3. We may request for Users to deliver such documents and evidence, under the applicable "know your customer" and anti-money laundering law(s) and/or our own internal guidelines from time to time, to confirm (i) the User’s identity, age and other necessary information to confirm the veracity of the aforementioned information; Users agree that they shall promptly provide such requested information or documentation to us within two (2) business days upon our request. If a User fails to provide the required documents within two (2) business days, we have the sole discretion to take any the necessary action(s), including but not limited to:
- 4.3.1. denying your application for an Account;
- 4.3.2. the termination of your Account;
- 4.3.3. temporary restriction of sales activities; and/or
- 4.3.4. withholding amount in your account.
  We shall not be held responsible for any losses or liability arising as a result of your failure to comply with this clause.

5. Suspension of Services

5.1. If the Company temporarily suspends the User’s Account under the Terms and Conditions (For Buyers) and/or Term and Conditions (For Sellers), the Company will also have the right to temporarily suspend its Services to the User in question under these Terms.
5.2. The Company reserves the right to temporarily or permanently modify, suspend or terminate a whole or part of the Services at any time for any reason whatsoever, including but not limited to:
- 5.2.1. for the purposes of maintenance, inspection, replacement, repair and/or carry out activities of similar nature; and/or
- 5.2.2. when the Services become unavailable arising out of or in connection with a Force Majeure Event (defined below).
5.3. For the purposes of these Terms, a Force Majeure Event is defined as a circumstance or event beyond the reasonable control of the Company, and which results in the Company being unable to observe or perform on time an obligation under these and Terms. Such circumstances or events include without limitation prolonged technical, internet, computer, telecommunications or any other equipment failure, prolonged electrical power failures, strikes, labour disputes, riots, insurrections, civil upheavals, shortages of labour or materials, fires, explosions, acts of God, wars, governmental actions, national emergencies, orders of domestic or foreign courts or tribunals, non-performance of third parties or acts of nature, forces or causes beyond the Company’s reasonable control.
5.4. Advanced notices of any suspension or termination of Services shall be posted on our website or app and you are responsible to look out for and familiarize yourself with such notices.

6. Q*Coin Smart Wallet

6.1. A smart wallet is digital wallet found on the Platform that is compatible to receive and access any purchased Q*Coins (particularly, that it supports and conforms to the necessary specifications and its native blockchain system), and for implementing reasonable measures for securing access to the wallet, or other storage mechanism it uses to receive and hold the purchased Q*Coins, including any credentials necessary to access such storage mechanism(s) (the “Smart Wallet”).
6.2. The User agrees that a purchase of Q*Coins is conditional upon the User opening and creating a Smart Wallet.
6.3. Users acknowledge that information provided during the Account registration process will be used for the purposes of opening a Smart Wallet and for the transfer of Q*Coin. Accordingly, Users warrant that the information they have provided during the registration process is true, complete and accurate. Users undertake not to impersonate any name or entity or to falsely state or otherwise misrepresent their affiliation with any person or entity. Users who provide fraudulent information may have their Services blocked and/or face punishment by law.
6.4. Users shall be solely responsible for the management of their Smart Wallet and its password. Users shall not be allowed to transfer or lend their account or login details to third parties under any circumstances.
6.5. Users shall themselves be responsible for all losses or damages costs, expenses or liabilities resulting from the leakage, transfer, and lending of their Account, Smart Wallet and/or respective login details.
6.6. Users agree to promptly notify us at securepayment@qoo10.sg if (i) they suspect or discover any unauthorized use or (ii) any breach of security of their Account and/or Smart Wallet or that if their respective login details or passwords have been stolen. We will take all reasonable steps to prevent further unauthorized use of any affected Account.

7. Sale and Purchase of Q*Coins

7.1. The Company offers Q*Coin vouchers to Users for purchase at Qoo10 Pte Ltd’s website. The sale and purchase of Q*Coins vouchers is subject to these Terms and Conditions.
7.2. The price of Q * coin is set at USD1 for the first time, and the company sets the price of Q * coin considering the issuance of Q * coin every quarter.
7.3. Q*Coin vouchers can be purchased using cash, credit card or any other way as stipulated by the Company.
7.4. Each Q*Coin voucher will entitle a User to redeem the corresponding amount of Q*Coins, as stipulated in the voucher purchased by that Particular User, on the Platform. Upon purchase of the Q*Coin voucher, the User may redeem the Q*Coin at the User’s Smart Wallet.
7.5. Upon redemption, the Q*Coins will be transferred to the User’s Smart Wallet for storage immediately.
7.6. In the event that the User fails to make full payment of the total purchase price, the Company shall have the right to terminate the purchase and upon such termination, parties shall have no further rights or obligations with respect to each other.
7.7. For the avoidance of doubt. Q*Coin vouchers that have been purchased and/or Q*Coins that have been redeemed from the Company are not refundable nor exchangeable for fiat currency, and are non-redeemable by the Company.
7.8. In the event that any relevant authority makes changes to existing laws, regulations and/or rules or financial institutions make commercial decisions and such changes/decisions negatively impact the Q*Coins in various ways, the Company shall be entitled to cease the distribution and maintenance of the Q*Coins, or cease operations in any jurisdiction without incurring any liability whatsoever to the Users.

8. Terms of Use for Q*Coins

8.1. The User acknowledges and agrees that the Q*Coin functions as a digital token that can only be used as a medium of exchange for goods on the Platform.
8.2. Further to clause 9.4 below, Users agree and acknowledge that only the Q*Coins earned by Sellers through transactions may be exchanged for fiat currencies. This shall not be construed as a refund or redemption by the Company.
8.3. The Company may, in its sole discretion, allow Sellers to purchase QCash using Q*Coins. QCash is a medium of exchange for advertising and marketing rights on the Company’s affiliates’ platforms. Further terms and conditions of the purchase of QCash can be found in the Terms and Conditions (for Sellers).

9. Q*Coin and Smart Contract Services

9.1. The Company provides the services (as defined in the Terms and Conditions (for Buyers) and Term and Conditions (for Sellers) on the Platform.as a convenient means of enabling Transactions between Buyers and Sellers.
9.2. At the request of the User, the Company may access the User’s Smart Wallet in order to process Product purchases on the Platform. The User irrevocably grants the Company the right to access their Smart Wallet(s) to assist them with each of their request(s), and if necessary, authorize the Company to make the necessary transfers to complete purchases on the Platform.
9.3. If it is reasonably suspected that a User is using Q*Coin in an illegal or abnormal way, the Company may demand for information and/or evidence from the User on how the Q*Coin has been utilized and/or the Company may take action against the User including (but not limited to) suspension of the use of Smart Wallet and use of the Q*Coin. The User must submit such information as may be requested by the Company.
9.4. Sellers are prohibited from utilizing any alternative means that are not provided by the Company to exchange their Q*Coin for fiat currency and/or cryptocurrency.
9.5. If, in the Company’s sole discretion, exchanging Q*Coin stably becomes difficult, the Company shall have the discretion (but is not obligated to) provide an appropriate alternative program for Sellers to liquidate their earned Q*Coin. For the avoidance of doubt, the Company is under no obligation to list the Q*Coin on any cryptocurrency exchange.

10. Changes to the Q*Coin Technology

10.1. The Company may undertake an update (“Hard Fork”) to rectify system errors or to improve the Platform’s system. In this case, prior protocols for existing Q*Coin may be scrapped in exchange for new protocols. The Users shall be responsible for staying updated on the Company’s announcements, and complying with any requirements that the Company may prescribe in the future. The Company shall not be liable to the Users for any loss, damage or delay caused by the User’s failure to comply with, or omission in relation to, the above.

11. Prohibitions and Restrictions (Q*Coin)

11.1. The User agrees that the Q*Coin has been designed by the Company only for use on the Platform and for any use as may be stipulated by the Company from time to time. And user agrees that purchased Q*Coins are non-cancellable or non-refundable.
11.2. The User shall not in any way use the Q*Coin for any other purpose, or create a system that will allow other Users to utilize and/or exchange the Q*Coin outside the Platform.
11.3. The User shall not make abnormal payments and/or transactions in violation of relevant laws and regulations when purchasing Q*Coins. The User acknowledges that it is his/her sole responsibility to ensure that his/her purchase of Q*Coins does not violate or infringe any relevant laws and regulations that they may be subject to and the Company shall not be liable for any losses or offences incurred.
11.4. If the User breaches any of the sub-clauses in this Clause 11, the Company shall have the right to suspend the User’s Smart Wallet and/or transactions, to terminate his/her Account and/or to report the violation to the relevant authorities.

12. Prohibitions and Restrictions (Wisfarm)

12.1. Users understand and agree that users are not investing directly in the Seller's Wisfarm project and are participating as an Affiliate Supporter in the Company's Seller Support Services.
12.2. Users shall not engage in unusual acts or transactions that violate the relevant laws when participating as Wisfarm Affiliate Supporters. It is the user's sole responsibility to ensure that the user's activities do not violate applicable laws and regulations, and acknowledges that the company is not responsible for any loss or violation.
12.3. The company may, at its discretion, cancel a scheduled Wisfarm project or prematurely terminate or cancel a project in progress without prior notice.
12.4. Users agree that the Q*Coin used to participate in the Wisfarm project cannot be arbitrarily returned before the project is closed, so user must carefully decide to participate in the Wisfarm project.
12.5. If the User breaches any of the sub-clauses in this Clause 12, the Company shall have the right to suspend the User’s access to platform, to terminate his/her Account and/or to report the violation to the relevant authorities.

13. Disclaimer and Limitation of Liability

13.1. Q*Coins are sold on an "as is" and "as available" basis and the Company expressly disclaims all implied warranties as to the same, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
13.2. Unless otherwise expressly provided for in this Terms, to the fullest extent permitted by law in each applicable jurisdiction, the Company disclaim all warranties, express or implied, in connection with the Platform and Users’ use of it. The Company makes no warranty or representation about the accuracy or completeness of the Platform’s content or the content of any sites linked to it, and assume no liability or responsibility for:
- 13.2.1. when the Company is unable to provide the Services and/or in the event of a Force Majeure event;
- 13.2.2. service suspensions and errors attributable to the fault of the Users;
- 13.2.3. any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party;
- 13.2.4. suspension or improper provision of electric/communication services by key telecommunications business operators; and
- 13.2.5. suspension of Services or errors attributable to inevitable reasons publicly notified in advance, including (but not limited to) service facility maintenance, replacement, regular check-up, construction, etc.
13.3. Under no circumstances (including but not limited to any acts or omissions on the Company’s part) will the Company be liable for any indirect, incidental, special and/or consequential damages which result from Users’ use of the Platform.

14. Indemnity

14.1. To the fullest extent allowed by applicable law, the Users agree to indemnify, defend and hold harmless the Company, its officers, employees, contractors and/or agents (the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related losses, liabilities, damages (actual and consequential), settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to their use of the Services, Q*Coins and/or Smart Wallet which includes but is not limited to the following:
- 14.1.1. the User’s use or misuse of or inability to use or connect to the Services, Q*Coin and/or the Smart Wallet;
- 14.1.2. the User’s violation or breach of any term of these Terms (and any other terms and conditions or policies or notices included or referenced herein);
- 14.1.3. the User’s breach of any law or regulation; and/or
- 14.1.4. the User’s breach of any rights of a third party (individual or company or legal entity).
- 14.1.5. Suspension or error of service notified in advance for unavoidable reasons including, but not limited to, maintenance, replacement, periodic inspection, and construction of facilities.

15. Miscellaneous

15.1. If any provision of these Terms shall be deemed or held unlawful, void, or for any reason unenforceable, then that provision shall be modified to the minimum extent necessary to reflect the parties’ intentions or deemed severed from these Terms. Any remaining provisions shall remain in full force and effect.
15.2. The provisions set forth in these Terms (and any other terms and conditions or policies or notices included or referenced herein) constitute the entire agreement between the Company and Users with respect to the Services, and dealings of any kind whatsoever. These Terms may not be contradicted, explained or supplemented by evidence of any prior or contemporaneous communications or agreements, whether electronic, oral, or written, between the Company and the Users.
15.3. A printed version of these Terms and of any notice given in printed or electronic form shall be admissible in judicial or other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
15.4. Any rights not expressly granted herein are reserved.

16. Anti-Money Laundering and Counter-Terrorist Financing

16.1. We are committed to providing you with safe, compliant, and reputable services through the Platform. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and mandatory reporting to international regulators.
16.2. We reserve the right to refuse registration to, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML–CTF standards as set out by the FATF; to anyone that is a Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; or that fails to meet any of our customer due diligence standards, requests, or requirements. In lieu of refusing registration, we may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service.
16.3. We reserve the right to prohibit specific cryptocurrency wallet addresses from accessing the Platform, receiving Q*Coins, or transferring Q*Coins if properly directed to do so by law enforcement or a court of competent jurisdiction. The Company will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are grounds to believe that Q*Coin is being used for illegal purposes.

17. Applicable Law and Jurisdiction

17.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to any conflict of law rules.
17.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be the English Language.
17.3. If there is any conflict or inconsistency between the prevailing English version and another language version of these Terms, if any, the prevailing English version shall prevail, and shall be binding and conclusive.

Effective Date: 1 January 2019
Last Updated: 1 May 2022

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