Last updated 01/09/2019

Overview

These Terms of Service (“Terms”) apply to your access to and use of the websites and other online products and services (collectively, the “Services”) provided by HiLearn, CJSC (“HiLearn” or “we”), including trader1.hilearn.io (the “HiLearn Site”). BY ACCEPTING THESE TERMS OR BY USING OUR SERVICES YOU AGREE WITH THESE TERMS, PARTICULARLY, YOU AGREE AND CONFIRM THAT: - you have read, understood, and agreed to be bound by these Terms of Use; - you assume all the obligations set forth herein; - you are of sufficient legal age and capacity to use the Software; - you are not under the control of jurisdiction that explicitly prohibits the use of similar software; - you use the Software at your discretion and under your own responsibility.

If you do not agree to these Terms, do not use our Services. We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. If you have any questions about these Terms or our Services, please contact us at support@hilearn.io.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

2. Description of the Services

The HiLearn Site is a personal cryptocurrency portfolio automation service, including tools for asset allocation, automatic rebalancing and monitoring. You do not trade cryptocurrency, cryptographic tokens or other digital rights or assets (collectively “Tokens”) on the HiLearn Site, and the HiLearn Site is not a Token exchange. Rather, you access your own accounts on the Token exchanges (markets) through the HiLearn Site. Some features of the HiLearn Site are provided to you by HiLearn without charge, including tracking a Token’s price in the Token exchanges you give us access to and using our automatic rebalancing tool. Some other features may require a paid subscription. We may make changes to the HiLearn Site and its features from time to time, including the free and paid offerings and its and their general availability. Please check the HiLearn Site for our latest offerings.

3. Eligibility

3.1 General Requirements The Services are intended solely for users who satisfy the criteria described in these Terms. You represent and warrant that you: - are of legal age to form a binding contract; - have not previously been suspended or removed from using our Services; - are not identified as a “Specially Designated National” by the Office of Foreign Assets Control (or identified as a similar category in any country); - are not placed on the Commerce Department’s Denied Persons List in any country; and - have full power and authority to agree to these Terms. If you use our Services on behalf of another person or entity, - all references to “you” throughout these Terms will include that person or entity, - you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and - in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3.2 Restricted Locations You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by any state, country, territory or other jurisdiction or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where HiLearn has determined, at its discretion, to prohibit the use of the Services. HiLearn may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 3.2. You will comply with this Section 3.2, even if HiLearn’s methods to prevent the use of the Services are not effective or can be bypassed.

4. User Accounts and Account Security

4.1 User Account You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You may not allow others to use your account. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4.2 Market Account Access Users may direct us to retrieve their own Token information maintained by third parties with which they maintain accounts or otherwise use (“Account Information”). We work with one or more online service providers to access this Account Information. We do not review the Account Information for accuracy, legality or non-infringement. We are not responsible for the Account Information or products and services offered by or on third-party sites. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot and do not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services. Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites.

4.3 Premium Features Certain features of our Services may only be available for premium subscribers who pay fees (monthly or one-time) for their premium subscription. You agree to pay any fees for the premium services you use or subscribe to as described on the HiLearn Site. Failure to pay these fees will result in the termination of your paid Services. You further agree that: - We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy. - All payments are final.

4.4 Identity Verification Depending on the functions that you seek to enable on your account and our risk determination, we may, in its discretion, require identity verification and other screening procedures with respect to you or transactions associated with your account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign Assets Control, and any similar list issued by any governmental authority prohibiting or limiting business activities or transactions with any persons. You may be required to provide us with certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of your government-issued ID or other photographic proof of your identity, and information regarding your bank account. You hereby authorize us, directly or through a third party, to make any inquiries we consider necessary to verify your identity and/or protect against fraud, including but not limited to:

(a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth);

(b) query account information associated with your linked bank account (e.g., name or account balance); and

(c) take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. We will have no liability or responsibility for any permanent or temporary inability to access or use any Services as a result of any identity verification or other screening procedures.

5. User Content

Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, software and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and HiLearn. You grant HiLearn and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. Depending on your account settings, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

6. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property, right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not: - Add or attempt to add any other person’s Account Information to your account; - Engage in any harassing, threatening, intimidating, predatory or stalking conduct; - Use or attempt to use another user’s account without authorization from that user and HiLearn; - Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity; - Sell, resell or commercially use our Services; - Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; - Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; - Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; - Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; - Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access; - Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; - Develop or use any applications that interact with our Services without our prior written consent; - Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; - Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that: - Is unlawful, libelous, defamatory, obscene, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent; - Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law; - May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party; - Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences; - Impersonates, or misrepresents your affiliation with, any person or entity; - Contains any unsolicited promotions, political campaigning, advertising or solicitations; - Contains any private or personal information of a third party without such third party’s consent; - Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or - In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose HiLearn or others to any harm or liability of any type. Enforcement of this Section 6 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

7. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by HiLearn or our licensors and are protected under both the Republic of Armenia’s and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your own personal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

8. Trademarks

TRADER1.HILEARN.IO and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of HiLearn and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Feedback

You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about HiLearn or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in HiLearn’s sole discretion. You understand that HiLearn may treat Feedback as non-confidential.

10. Repeat Infringer Policy; Copyright Complaints

In accordance with applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify us to the email address support@hilearn.io. Also, please note that if you knowingly misrepresent, that any activity or material on our Services is infringing, you may be liable to HiLearn for certain costs and damages.

11. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. HiLearn does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless HiLearn and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “HiLearn Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to

(a) your access to or use of the Services;

(b) your User Content or Feedback;

(c) your violation of these Terms;

(d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or

(e) your conduct in connection with the Services.

You agree to promptly notify HiLearn Parties of any third-party Claims, cooperate with HiLearn Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the HiLearn Parties will have control of the defense or settlement, at HiLearn's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and HiLearn or the other HiLearn Parties.

13. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, HiLearn does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While HiLearn attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services. NEITHER HILEARN NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. HILEARN IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Services are intended only to assist you in your Token organization and decision-making and is broad in scope. Accordingly, before making any final decisions or implementing any Token strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT HILEARN AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE HILEARN SITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS. HILEARN’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO USE OUR SERVICES. THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Release

To the fullest extent permitted by applicable law, you release HiLearn and the other HiLearn Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

16. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in countries, where you may not have the same rights and protections as you do under the country of your residence.

17. Dispute Resolution

For any dispute or claim that you have against HiLearn or relating in any way to the Services, you agree to first contact HiLearn and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to HiLearn by email at support@hilearn.io. The Notice must

(a) include your name, residence address, email address, and telephone number;

(b) describe the nature and basis of the claim; and

(c) set forth the specific relief sought. Our notice to you will be similar in form to that described above.

18. Governing Law and Venue

These Terms of Use will be governed by and construed in accordance with the laws of the Republic of Armenia, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location. Any action or proceeding arising out of or relating to the Software or these Terms of Use will be instituted in the courts of the Republic of Armenia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

19. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

20. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

21. Miscellaneous

These Terms constitute the entire agreement between you and HiLearn relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 6, 9, 12, 13, 14, 15, 17, 18, and 21 survive any expiration or termination of these terms. The failure of HiLearn to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. We will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond our reasonable control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.