UNISCROW TERMS OF SERVICE

LAST UPDATE: April 11, 2023

Premise

The following terms of service (“ToS”) promoted in the website www.uniscrow.com (hereinafter the “Website”) govern all use of the Website and all content, services and products available at or through the website (collectively, the “Service”) offered to the customers of the Service (the “User/s”, “Buyer”, “Seller” or “You”). ToS, and any other special conditions eventually agreed upon with the User (“Special Conditions”) are collectively referred to as the “Agreement”. In case of contrast between rules contained in the ToS and rules contained in the Special Conditions the latter shall prevail. The Service is owned and operated by UNCOMMON DIGITAL S.R.L., Viale dei Pittori Europei 4, Quartu S.Elena (CAGLIARI – ITALY), VAT 03913860924 (alternatively “Company”, “Uniscrow” or “We”). The Service is offered subject to Your acceptance without modification of all the Agreement and all other operating rules, policies (including, without limitation, Uniscrow’s Privacy Policy) and procedures that may be published from time to time on the Website by Uniscrow.

Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, You agree to become bound by the Agreement. If You do not agree to all the terms and conditions of this Agreement, then You may not access the Service or use any services of Uniscrow. If these ToS are considered an offer by Uniscrow, acceptance is expressly limited to these terms. The Service is available only to companies and to individuals who are at least 18 years old.

1- Uniscrow scope of services (the “Services”)

The Company operates in the field of blockchain technologies and provides e-commerce solution while removing risks from online transactions.

In particular, Uniscrow, through its digital platform at www.uniscrow.com and/or its mobile applications (the “Digital Platform”), or through the related application and tools, allows a buyer (“Buyer”) who intend to purchase an asset, good, product or service on line from a seller (“Seller”), to secure the transaction, by means of a smart contract based on Ethereum or Polygon Blockchain (“Smart Contract”).

Uniscrow is a provider of technology services and provides to both the Buyer and the Seller the tools for completing and signing the smart contract and for defining the terms of payment subject to the realization of specific events as better specified in point in 1.3 below.

In this respect, Buyer and Seller may determine, among others, the rules and obligation of the agreement between the parties, the timing for payment, the events triggering the payment.

Uniscrow, in respect of the transaction between Buyer and Seller, acts only as agent of the Seller and not of both parties as per art. 1705 c.c.. In case of disputes, please refer to art. 1.4 and 1.5 below. In case of exchange services please refer to art. 1.2 below.

Therefore Uniscrow is not a financial or payment institution registered in a central bank or other relevant authority.

1.1 Purchase Buyer/Seller through Stablecoin

The Buyer may pay to the Seller, the price agreed for the product or service sold by the Seller (“Price”), by sending cryptocurrencies (in the form of stablecoin) to Uniscrow which is appointed by the Seller as its agent for cashing the Price. The Prices are shown in Euro or USD (as the case may be) and are payable only in the equivalent amount through stablecoin. FIAT value is not accepted.

1.2 Purchase of Stablecoin – Uniscrow Exchange Service.

The amount of stablecoin corresponding to the Price, shall be provided directly by the Buyer, at its own costs and responsibility. Uniscrow is not liable for any direct payment in FIAT value or for any escrow or custody of FIAT value since it is not an authorized payment institution according to the applicable laws.

However Uniscrow, is an authorized exchange of cryptocurrencies (from FIAT to cryptocurrency, including stable coin, and vice versa) being registered at the Italian special register for Virtual Asset Operators at the Organismo Affari in Mediazione (OAM) in accordance with art. 128-undecies Italian Legislative Decree August 13, 2010, no. 141.

Therefore Uniscrow may provide the Buyer exchange services for buying stablecoin and/or link to external crypto exchange service providers. Uniscrow is not liable for any service provided by external providers and/or for content or commercial offers included in such external links or external service providers. For crypto exchange services provided directly by Uniscrow, please refer to the Terms and Conditions of the exchange services here (hereinafter “Uniscrow Exchange Service”).

1.3 Uniscrow Services: escrow smart contract.

1.3.1 The amount of stablecoin shall be tagged to the Smart Contract and, in consideration of the fact that Uniscrow is appointed by the Seller as its agent for cashing the Price, the payment of such amount shall be released to the Seller in accordance with the terms in art. 1.3.2, 1.3.3 and 1.3.4 herebelow. The payment to the Seller is entirely performed in stablecoin. If the Seller wishes to convert the stablecoin in FIAT value, he shall do so at its entire costs and responsibilities, by using external exchange service providers or via Uniscrow Exchange Service.

1.3.2 At the same day of delivery of products/services to the Buyer, the Seller shall send notice to Uniscrow via the dedicated functions in the digital platform confirming the completion of delivery (“Notice of Delivery”). Uniscrow shall promptly communicate to the Buyer the Notice of Delivery. If the Buyer wishes to challenge the delivery he shall send, within ten (10) days – from the day in which Uniscrow sent the Notice of Delivery to the Buyer – a notice to Uniscrow via the dedicated functions in the digital platform challenging (partially or totally) the delivery and providing information on the missing products/services (“Notice of Challenge”), which Uniscrow shall promptly forward to the Seller and art. 1.4 and 1.5 shall apply.

1.3.3 If the Buyer does not send the Notice of Challenge as per above, then Uniscrow may unlock the Price and transfer it to the Seller and the deal is completed without any further liability or obligation for Uniscrow.

1.3.4 If the Seller does not send the Notice of Delivery as per above, Uniscrow shall keep locked the Price until the Buyer does not unlock the payment or until the triggering events are not completed as per the rules agreed between the parties.

Art. 1.4 and 1.5 shall apply.

1.4 Disputes: mediation procedure

In case of disputes between the Buyer and the Seller on the correct execution of the underlying purchase contract, both Buyer and Seller jointly authorize Uniscrow to find and propose to both parties, an amicable solution in order to settle the dispute, which the parties may accept or refuse (“Mediation Procedure”).

The Mediation Procedure shall be conducted in accordance with the rules set by Uniscrow.

The Mediation Procedure shall start upon notice sent from the Buyer or the Seller to Uniscrow (the “Notifying Mediation Party”) via the dedicated form on Uniscrow.com.

The Mediation Procedure does not provide fees for Uniscrow. However, Uniscrow reserves the right in the future to provide fees for future mediations. Eventual costs and expenses incurred by the Buyer or the Seller in the Mediation Procedure shall be borne entirely by the Buyer or the Seller as the case may be.

The Mediation Procedure cannot last more than fourteen (14) days starting from the date in which the Notifying Mediation Party, notifies to Uniscrow his interest to start the Mediation Procedure.

If the Mediation Procedure is successfully concluded and the dispute is finally settled (“Mediation Agreement”), then Uniscrow shall proceed with the release of the Price to the Buyer in accordance with the terms of payment agreed in the Mediation Agreement. It remains understood that Uniscrow is not liable for any eventual obligation, other than the payment of the Price, that the parties may agree in the Mediation Agreement.

If the Buyer and Seller do not reach a Mediation Agreement, then such parties are jointly liable to communicate to Uniscrow – within twenty (20) days from the date in which the Notifying Mediation Party started the Mediation Procedure as per above – via email or through the dedicated form in the Uniscrow website, that a Mediation Agreement is not reached (the “Mediation KO”).

In case of Mediation KO, and if the Buyer or the Seller sent to Uniscrow evidence of the initiation of Arbitration Procedure in point 1.5 above, the Price shall remain locked in the Smart Contract until the Arbitration Procedure as per point 1.5 below is not concluded as per final decision sent jointly by the Buyer and the Seller (or directly by the arbitrator) to Uniscrow (“Final Arbitration Decision”).

In case both Buyer and/or Seller do not send to Uniscrow the Mediation KO within the terms above, along the evidence of initation of the Arbitration Procedure, then Uniscrow shall return to the Buyer the Price. It is understood that the Buyer and/or the Seller shall send to Uniscrow evidence of the initiation of the Arbitration Procedure within thirty (30) days, following the notice of Mediation KO.

In this respect the Seller expressly authorizes Uniscrow to return such Price and both parties (Buyer and Seller) levy Uniscrow from any other liability.

1.5 Disputes between Buyer and Seller: arbitration procedure

In case Buyer and Seller do not reach a Mediation Agreement, all the disputes arising out of or related to the underlying agreement between the Buyer and the Seller, shall be settled by arbitration under the Rules of the International Chamber of Arbitration of Milan available at https://www.camera-arbitrale.it/upload/documenti/arbitrato/cam%20arbitration%20rules%202020.pdf (the “Rules of Arbitration”), by a sole arbitrator (the “Sole Arbitrator”), appointed in accordance with the Rules of Arbitration.

The procedure adopted shall be the simplified procedure as described at https://www.camera-arbitrale.it/en/arbitration/simplified-arbitration-procedure.php?id=705

The Arbitral Tribunal shall decide ex aequo et bono.

The seat of the arbitration shall be Milan.

The language of the arbitration shall be English.

Both Buyer and Seller shall copy the present arbitration clause in their underlying agreement.

The arbitration procedure above is also defined the “Arbitration Procedure”.

2 – Your account

In order to manage the Smart Contract, Buyer and Seller need to open an account on the Digital Platform in accordance with the registration procedure available in the same Digital Platform (the “Account”).

Please note that You will be responsible for all activities that occur under Your Account (including but not limited to any purchase of the Services made through Your Account). You are further responsible for maintaining the confidentiality of Your access information and for ensuring that no third party access Your Account without Your consent. The Company cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations. You will immediately notify the Company of any unauthorized use of Your Account.

We will create Your Account based upon the personal information You provide to us or that we obtain via an SNS as described below. You may not have more than one (1) active Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.

Please note that we may terminate or suspend Your Account, at any time and without prior notice to You if:

(i) we reasonably believe that You are using Your Account in breach of the Agreement;

(ii) we reasonably believe that a third party is using Your Account without Your consent, or

(iii) we reasonably deem it necessary to terminate or suspend Your Account for security or maintenance purposes.

We do not collect any funds. Your funds in crypto are deposited in blockchain, while any deposit in FIAT is temporary deposited in regular banks or crypto exchanges before FIAT value is exchanged in stable coin and vice versa.

We provide you the tool for getting your keys for accessing your funds.

The keys are composed of a seed phrase. Once you lost the seed phrase you cannot anymore recover your funds

Therefore please note that in case You or We terminate Your Account, We cannot access your fund. You are the sole person that may access your funds through your keys and seed phrase.

Do not give your keys and seed phrase related your funds to any third party. We strongly suggest you make a hard copy of the seed phrase and put it in a secure place.

3 – Third Party Account

Uniscrow may, from time to time, give You the possibility to register an Account by logging with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook, Twitter, Instagram, etc.); each such account, a “Third Party Account”, via our Website, as described below. As part of the functionality of the Website, You may link Your Account with Third Party Accounts, by either:

(i) providing Your Third Party Account login information to Uniscrow through the Website; or

(ii) allowing Uniscrow to access Your Third Party Account, as is permitted under the applicable terms and conditions that govern Your use of each Third Party Account.

You represent that You are entitled to disclose Your Third Party Account login information to the Company and/or grant Uniscrow access to Your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the terms and conditions that govern Your use of the applicable Third Party Account and without obligating Uniscrow to pay any fees or making Uniscrow subject to any usage limitations imposed by such third party service providers. By granting Uniscrow access to any Third Party Accounts, You understand that Uniscrow will access, make available and store (if applicable) any content that You have provided to and stored in Your Third Party Account (“SNS Content”) so that it is available on and through the Website via Your Account. Depending on the Third Party Accounts You choose and subject to the privacy settings that You have set in such Third Party Accounts, personally identifiable information that You post to Your Third Party Accounts will be available on and through Your Account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Uniscrow’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Website. You have the ability to disable the connection between Your Account and Your Third Party Accounts, at any time, by accessing the “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS, INCLUDING YOUR EXTERNAL WALLET, IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Uniscrow is not responsible for any SNS Content.

4 –Fees

Unless otherwise noted, registration on the Website will provide you access to the Services at no cost (“Free Service”).

However, by using the Website, you acknowledge that Uniscrow reserves the right to charge you for the products and services offered on the Website and agreed by You. Any Fee may be charged to You only upon express acceptance of the transaction or of the service on payment.

In particular Uniscow applies a commission on each Smart Contract, and on any mandate from the Seller for cashing, based on percentage of the Price (“Uniscrow Commission”). The Uniscrow Commission is equal to the percentage specified in the Digital Platform from time to time or separately agreed via email with the Seller and or the Buyer. Arbitrator shall apply specific and separate fees which will be made available on the Website.

5 – Free Service

We may offer Free Service during which You may use the Service for a limited time period. You will receive a notice from us that Your Free Service period has ended and You will have the option to proceed with the Services by paying as specified by the Company, or interrupt the use of the Service which may lead to cancellation of Your Account. You may cancel Your Account anytime through the digital platform available in the Website. However any fee due before such cancellation shall be charged by the Company to You.

6 – Responsibility of Uniscrow users and visitors.

By operating the Service, Uniscrow does not represent or imply that it endorses Third Party Content, or that it believes such content to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material and Third Party Content that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. The Company disclaims any responsibility for any harm resulting from the use by visitors of the Service, or from any downloading by those visitors of content there posted. User hereby waives the Company from any liability of any nature relating the content uploaded through Uniscrow.

7 –Content

If You use the Service, You are responsible for maintaining the security of Your Account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with such account. The Company may change or remove any content (“Content”), description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Uniscrow liability. You must immediately notify Uniscrow of any unauthorized uses of Your Account, Your Uniscrow Wallet or any other breaches of security. Uniscrow will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. You are entirely responsible for the content you post through Uniscrow, and for any harm resulting from such Content. That is the case regardless of whether such content constitutes video or audio files, text, graphics, or computer software. By making Content available through Uniscrow, You represent and warrant that:

the downloading, copying and use of Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if Your employer has rights to intellectual property You create, You have either (i) received permission from Your employer to post or make available Content, including but not limited to any software, or (ii) secured from Your employer a waiver as to all rights in or to Content;
You have fully complied with any third-party licenses relating to Content, and have done all things necessary to successfully pass through to end users any required terms;
Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;

8 – Uniscrow Content

All rights, titles and interests in and to Uniscrow , including, but not limited to, its software or HTML code and other computer code contained in both the Digital Platform and application’s back-end and front-end components, the Digital Platform’s and application’s visual user interface, text, graphics, scripts, artwork, photographs, images, designs, audiovisual materials, codes, software, algorithm, and any other material that forms in any way part of Uniscrow (collectively, “Uniscrow’s Content“) is owned by Uniscrow and/or its licensors, if any. All Uniscrow’s Content is protected by national and international intellectual property laws, including but not limited to copyright, patent and trademark laws, and other laws and international treaty provisions on intellectual property rights.

9 – Uniscrow’s Trademarks and domain names.

All trademarks, whether registered, unregistered or under registration, in Italy or abroad, trade names, logos, domain names, brand names and product names used, displayed or in any way included on the Digital Platform and on Uniscrow in general (“Uniscrow’s Trademarks“) are the exclusive property of the Company or of its licensors, if any. The Agreement does not entitle You in any way to use Uniscrow’s Trademarks and we remind You that the use by You of Uniscrow’s Trademarks in any manner is strictly prohibited.

10 – Copyright Infringement and DMCA Policy

As the Company asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If You believe that material located on or linked through Uniscrow, violates Your copyright, You are encouraged to notify the Company. The Company will do all of its best efforts to respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of the Company or others, the Company may, at its discretion, terminate or deny access to and use of the Service including eventually granted to You through the Digital Platform. In the case of such termination, the Company will have no obligation to provide a refund of any amounts previously paid to the Company by such user.

11 – Limitation of liability

The Service is provided “AS IS” without warranty of any kind, including any implied warranties of merchantability or fitness for a particular purpose. Save as otherwise agreed, the license to use the Website is strictly personal to the User and not transferable to other third parties whether individuals or legal entities. User cannot transfer to any third party the password of its account and is strictly responsible for protecting it. Uniscrow cannot be held responsible for any loss of the password of Your Account.

To the maximum extent permitted by applicable law, Uniscrow shall in no event be liable to You or any end user or third party for any damage or loss arising out of use of the Website and/or Uniscrow’s Content or any information contained on or otherwise related to the products or services which may be sold through Uniscrow, including without limitation, any liability for:

(a) any loss of or corruption to data,

(b) loss of or damage to hardware, software, or technical equipment (including Personal Computer,Tablet, Smartphone, or other portable device or any other device or part of the place through which the products and services offered by Uniscrow where directly or indirectly supplied)

(d) any loss or damage suffered as a result of failing to take reasonable precautions against such loss or damage, such as through the installation of reputable anti-virus software.

Uniscrow shall not be liable for any indirect damage, whatever the cause, origin, nature and consequences thereof may be, including, without limitations, any cost borne due to loss of business opportunities, clients, data or any other loss of intangible goods caused by the use of the Digital Platform or by impossibility to use the Digital Platform or reliance on the information directly or indirectly made available through the Digital Platform or through the Digital Platform. By using this Digital Platform, You and any third party agree that, in case of any dissatisfaction relating to this Digital Platform, any part thereof and or any product or service which may be made available through this Digital Platform, or any clause of these Digital Platform ToS, the sole and exclusive remedy available to You and to any third party shall be ceasing Your use of the Digital Platform. Uniscrow disclaims any and all liability for the acts, omissions and conducts of any third parties in connection with or related the use of the Digital Platform, including without limitation any liability for any third party content, information, statement, available on or through the Digital Platform, under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law. The User finally agree to indemnify and hold harmless Uniscrow against any legal action, claim, complaint from any third parties, and related damages and costs, including any legal expenses (including reasonable attorney fees), caused by or connected to any irregular and/or unlawful use by the User of the Digital Platform, and/or Uniscrow’s Content.

12 – Representation and Warranty of the User

You represent and warrant that (i) Your use of the Service will be in strict accordance with the Uniscrow Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in Your country, state, city, or other governmental area, regarding online conduct and acceptable content, and (ii) Your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

You acknowledge and agree that You may not and may not permit, assist or allow any third party to:

(a) copy, reproduce, publish, transmit, distribute, upload, post, publicly display, encode, translate, modify or create derivative works from, sell, license or otherwise distribute any Uniscrow’s Content, including but not limited to mirroring, framing or linking to any third party’s computer, server, website;

(b) access or use this Digital Platform or any Uniscrow’s Content for any commercial purposes, including any advertising or advertising revenue generating activity on Your own or any third party’s website, platform or other online space or means;

(c) use any automatic or manual process aimed at accessing, acquiring, copying or monitoring the Digital Platform, or the Uniscrow’s Content or any part thereof, and/or in any way reproducing the structure or appearance of the Digital Platform, or any Uniscrow’s Content, or circumventing any copy-protection devices, obtaining or attempting to obtain any materials, documents or information made available through the Digital Platform, for example by resorting to deep-links, page-scrapers, robots, spiders, or similar technologies;

(d) access or attempt to access any portion, section or feature of the Digital Platform, or any other systems or networks connected to the Digital Platform or any of our servers to which You are not allowed to access, by resorting to hacking, password mining or any other illegitimate technologies or means;

(e) probe, scan or test the vulnerability of the Digital Platform or any other computer or network connected to the Digital Platform;

(f) breach the protection, security or authentication measures on the Digital Platform;

(g) reverse look-up, trace or seek to trace any information regarding any other user of or visitor to the Digital Platform, or any other user, or carry out any similar activity;

(h) exploit or use the Digital Platform, and any Uniscrow’s Content, or any service or information made available or offered by or through the Digital Platform for any unlawful purposes or for any purposes not allowed by these Digital Platform ToS or solicit the performance of any illegal activity or other activity which infringes the rights of Uniscrow or others;

(i) take any action that imposes an unreasonably or disproportionately large load on the infrastructure of the Digital Platform, or any systems or networks connected to the Digital Platform;

(l) use any device, software, mechanism or any other technology aimed at interfering or attempting to interfere with the proper working of the Digital Platform or any transaction being conducted on the Digital Platform, or with any other person’s use of the Digital Platform.

13 – Indemnification

You agree to indemnify and hold harmless the Company, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of Your use of the Service, including but not limited to Your violation of this Agreement.

14 – Disputes

Without any prejudice for what stated in article 1.5 regarding potential disputes between Buyer and Seller, not involving Uniscrow, any and all contractual relationship between Uniscrow and the Users shall be governed by and construed in accordance with the laws of Italy, without reference to principles of conflict of laws, and the Users and Uniscrow hereby submit any issues or disputes arising out of or in connection with it to the exclusive jurisdiction of the Italian Court of Cagliari. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

15 – Notices

Any communication to Uniscrow shall be sent via e-mail to team@uniscrow.com

Any communication to the User shall be sent to the email address specified by the User at the registration of his Account.

16 – Changes to the Digital Platform ToS

The Company reserves the right, at its sole discretion, to modify or replace any part of this ToS. It is Your responsibility to check this ToS periodically for changes. Your continued use of or access to the Service following the posting of any changes to this ToS constitutes acceptance of those changes. The Company may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources and modification as well as termination of released features). Such new features and/or services shall be subject to the terms and conditions of this ToS save as otherwise specified by the Company.