General Agreement for the use of the distributed and decentralised third-party owned ledger called Independentchain (AGA-BS)

Italian version

Affidaty Gentleman’s Agreement Blockchain System, hereinafter denoted “AGA-BS,” is the general agreement for the use of nodes powering Affidaty S.p.A.’s platform calculations together with the annexes containing the description of Node Classes (NC) – (Alpha Nodes and Beta Nodes) and operational annexes denoted “Terms and Conditions of Use” along with any Licenses-as-a-Service constituting the entire agreement governing interactions amongst miners, blockchain customers, and Affidaty S.p.A., pursuant to which the user may use a module designed by Affidaty S.p.A. directly within those applications sold by the same, or combine an Affidaty S.p.A. blockchain smart-contract available through the developer platform with the added value of the customer’s own ingenuity, whether for the customer or for any third party, thereby creating a brand-name solution to place into the market, one that is distinguished from Affidaty Smart Contracts thanks to substantive modifications and/or integration of new functionalities in accordance with the terms set forth herein.

Generally speaking, the annexes contain additional terms that may be applied to similar types of offers. The documents (NC) as well as the descriptions of services, order documents, or statements of work, contain similar details relating to a Blockchain Service Order.

1. Dissemination

Independentchain is a distributed, decentralised, and certified network, made up of three (3) types of nodes optimised for high-level performance at low energy absorption, which allow for the T.R.I.N.C.I. blockchain to be mined.

There are three descriptive documents for the Node Class (NC) which provide details on a network and its functionality in terms of location services, security, and transaction speed.

  1. 1) Alpha Nodes – The Alpha Nodes, installed directly in the Server Farm, ensure the maximum levels of performance and security, whether cybersecurity or physical security, and boast the highest standards in terms of structure, energy, and maintenance. Download the Technical Annex (CN)
  2. 2) Beta Nodes – the Beta nodes, installed within a selection of qualified and certified Mining Farms, boast high levels of performance and security, whether cybersecurity or physical security. Download the Technical Annex (CN)
  3. 3) Gamma Nodes – the Gamma nodes, installed on the Home Farms, provide standard levels of security and performance. Download the Technical Annex (CN)

2. Developments

  1. When you use Independentchain, you become part of one of the most secure blockchains in the world, made up of hardware specifically designed and built to support business projects and enterprise infrastructure.
  1. The distributed, decentralised, and certified network service offered by the Independentchain service is provided by Affidaty S.p.A., which makes it available through its own domain network.
    Unless restricted by law, the user can access the network from anywhere in the world (through the channel of user’s choice) by accepting the annexed Terms and Conditions of Use for the selected service. Blockchain services are designed to be available 24/7; however, as a “beta” network, it is subject to out-of-service periods due to system maintenance.
  1. The user accepts an annex or NC by ordering, underwriting, using, or making a payment for the blockchain service. When Affidaty S.p.A. accepts the Customer’s order, Affidaty S.p.A. provides the user the authorisations which must be cited within the contracted Terms and Conditions for Use of the service, which you can access through your Synkrony Alias, including for any renewal. The Blockchain Service is described in a Terms and Conditions of Use annex.
  1. Affidaty S.p.A. provides the infrastructure, personnel, equipment, software, and other resources needed to guarantee the Blockchain services, as well as the user guide and generally available documentation to support Customer’s use of the Blockchain Service. The customer, on the other hand, must possess the requisite hardware, software, and internet connection to be able to use the Blockchain service. An NC annex may impose additional responsibilities on the part of the user.
  1. The user may only access a Blockchain service solely within the scope of any authorisations acquired by the same through the Terms and Conditions of Use annex for the module from which it is sourced. The user is liable for any usage of the solution incorporated therein, including the usage of any other solutions added by any user logging into the Blockchain Service using the Customer’s account. The user shall ensure that any person accessing, using, or selling the Blockchain Services as part of any incorporated solution does so in accordance with the service’s Terms and Conditions of Use, and in accordance with the provisions of law applicable in the person’s home country. The user shall be liable as against Affidaty S.p.A. for any access, use, or marketing which breaches such terms and conditions, and hereby indemnifies Affidaty S.p.A. against any claim asserted in that respect. A Blockchain service shall not be used in any jurisdiction for content or conduct which is illicit, obscene, offensive, or fraudulent, or with the intent of interfering with or breaching the integrity or security of any network or system, to evade filters, send unsolicited, violent, or phishing messages, viruses or malware, or to infringe upon any third party right. Should there be any complaint or notice of any breach, use of the service may be suspended until a resolution is reached and/or terminated should a timely resolution not be found.

3. Customer/User

Services are rendered in a manner analogous to the world of telecommunications, which today has operations in the commercial sphere, or in the supply/rendering of services to an end users; there are, essentially, two market segments, corresponding to two types of users/customers with varying needs:

  • business customers, who are generally more demanding in terms of quality of service;
  • individual customers (consumers), meaning the remainder of private-sector users;

Offers (meaning the types of services and applicable charges) vary depending on the type of user involved.

4. Function

a) Each entry processed by Independentchain shall be considered an entry. The content is made up of data encrypted using SHA256 technology, referring solely to the individual transactions, and devoid of any other reference to any thing and/or person and/or sex and/or religion and/or race and/or ethnicity, as the network of nodes has no ability to store any data which is not germane to granting consent to transfer Tokens.

b) Independentchain is able to reach the maximum level of confidentiality (privacy) by limiting access to interested-party information because it only allows for the use of Affidaty S.p.A.’s proprietary T.R.I.N.C.I. blockchain system, which protects users thanks to encrypted Public and Private keys. This compliant network ensures ongoing functionality, security, accessibility, and reliability at the proper levels for all included resources. The objective is an optimal physical environment through which to provide key services for the entire community of users.

c) Any information posted will be pseudonymised, with all references removed. We are here referring specifically to the set of transactions taking place within the blockchain community you are accessing through your Synkrony Alias. In order to ensure the utmost confidentiality on sensitive data, the Synkrony Alias is managed by pulling data derived by Synkrony Alias functions using alphanumeric key which are posted to the public ledger. There, one may verify a specific entry, which will be unlinked from the sensitive data. This allows us to make sure that the data entered are truthful, and that there is no way to tamper with the integrity of the same, whilst fully protecting the confidentiality of the user who entered the transaction. The ledger can be viewed at the following link https://independentchain.io/admin/nodi/alpha.html

d) Privacy is maintained by interrupting the flow of information, and by keeping the public keys in an anonymous format. The public can see that an alphanumeric key has recorded an entry at a specific time, on a specific type of module, and in accordance with the rules for the same. The transaction outcome then triggers a Track Record of the event, which will be available in anonymous format on the ledger, meaning without any information linking the Record physically to any person or thing. To associate that publicly available datum with a specific party, one would need a private password (key) which is issued upon opening a Synkrony Alias. You can find more information by reading the Synkrony Alias Terms and Conditions.

e) The association of the public datum in an anonymous format on the ledger is called “inquiry” or “reading” and is only permitted with authorisation by entering a private key.

f) The user is responsible for his or her private key, and shall take reasonable care thereof; Affidaty S.p.A. shall not be held liable for any damages incurred by the user due to any loss or theft of the same if attributable to the user’s own negligence.

g) Only information relating to the “time” and “size” of the individual exchanges is disseminated through the Ledger; party identifiers are not disseminated.

h) Each module accessing Independentchain has specific authorisations and shall always be vested with its own contractual Terms and Conditions of Use, as well as the related Privacy Policy pursuant to the new European Regulation no. 2016/679 (GDPR).

i) For more information on data processing, the user should review the contractual Terms and Conditions of Use for the module chosen, and the related Privacy Policy annexed thereto.

5. Modifications

a. Affidaty S.p.A. may modify a node class, without thereby compromising its functionality and/or security, if it finds the security standards to have improved or worsened with respect to the provisions set forth in the documents (NC). In such instances, the user shall be alerted thereto through a notice from Affidaty S.p.A.

b. Affidaty S.p.A. may choose to unlink a farm from the network of nodes should the terms and conditions, and the security provisions for the Blockchain Service be breached. Affidaty S.p.A. may do so with or without notice, unless otherwise specified in a licensing agreement. Affidaty S.p.A. shall continue to provide the user the Blockchain Service, and notify them promptly of the transfer of any Wallet into another network in the same class.

6. Warranties

  1. a) Affidaty S.p.A. provides Blockchain Services using the care and skill of a reasonable merchant, in accordance with the NC Annex applicable to the selected module. The warranty for a Blockchain Service terminates when the Blockchain Service itself ends.
  2. b) Affidaty S.p.A. shall not guarantee uninterrupted functionality, or operation of any Blockchain Service free of errors caused by force majeure, or more generally for reasons falling outside of Affidaty S.p.A.’s control. Affidaty S.p.A. warranties shall not apply to any improper use, modification, or damage which is not attributable to Affidaty S.p.A., or any failure to comply with instructions provided by Affidaty S.p.A., or if otherwise specified in an NC annex.

7. Charges, Fees, and Payments

a. The user agrees to pay all applicable expenses as specified in the annexed terms and conditions of use for the module in question to enter a transaction in Blockchain, plus the expenses for any usage exceeding the authorisations, and any late-payment expenses. Expenses shall be net of any customs or other charges, fees, and deductions levied by any authority and arising from any purchaser transactions under the Contract, and shall be invoiced in addition to such charges. Should it be impossible to charge the amounts due to the Wallet within the Synkrony Alias at the moment the transaction is placed, these shall be paid upon receipt of the invoice, within thirty (30) days of the date appearing on such invoice, to an account identified by Affidaty S.p.A. Any service for which an extension has been granted shall be used within the designated period, if such a timeframe appears within the Contracted Terms and Conditions of Use for the module applicable to the user in question. Affidaty S.p.A. shall not grant any credits or refunds for any pre-paid expenses, one-off charges, or any other accrued or incurred expense. Affidaty S.p.A. may update these expenses upon providing thirty (30) days’ notice, or as specified in a licensing agreement.

b. The user agrees to : 1) remit any tax withholdings directly to the appropriate govern entity, if required by law; 2) provide a receipt to Affidaty S.p.A. proving the payment has been made; 3) pay Affidaty S.p.A. the net proceeds as well as any statutory taxes, if owed; 4) cooperate fully with Affidaty S.p.A. should a waiver or reduction in such taxes be requested, and promptly fill-out and retain all relevant documents as required.

8. Liability and Indemnification

a. For any complaints relating to the function of the Independentchain network of nodes, please refer to the Contractual Terms and Conditions for the Module applicable to the user; however, Affidaty S.p.A.’s liability shall not exceed the amount of any direct damages actually incurred by the user beyond the amount, if any, paid by the user (for any recurring charges, up to twelve [12] months of charges) for the service subject to the request, irrespective of the magnitude of the claim. Affidaty S.p.A. shall not be liable for any special, incidental, or indirect damages, for lost profits, volume, value, revenue, goodwill, or for benefit-of-the-bargain damages. This limits on liability shall apply jointly to Affidaty S.p.A., to its affiliates, contractors, subprocessors, and suppliers.

b. The following shall not be subject to the above-cited limits: 1) third-party payments identified in the following paragraph; and 2) damages which, under applicable law, cannot be capped.

c. If a third party lodges a complaint with the user, and claims that an Affidaty S.p.A. Service, purchased pursuant to the Contract Terms and Conditions of Use, infringes upon any patent or copyright, Affidaty S.p.A. shall defend the user against such claim, and shall pay any damages assessed against the user by a court of law, or which have been included in any settlement approved by Affidaty S.p.A., provided that the user promptly (1) report the complaint to Affidaty S.p.A. in writing; (2) provide all information requested by Affidaty S.p.A.; and (3) allow Affidaty S.p.A. to provide reasonable oversight and cooperation in the defence and resolution of the issue, including all efforts to mitigate damages.

d. Affidaty S.p.A. shall have no liability for complaints based on non-Affidaty S.p.A. products and services, articles which are not supplied by Affidaty S.p.A., nor for any violation of any laws, or infringement of third-party rights, caused by any Customer content, material, project, or specifications.

e. Additional warranties, if any, shall be separately negotiated, and reduced to writing between the user and Affidaty S.p.A.

9. Termination

a. Affidaty S.p.A. may suspend, revoke, or limit the user’s use of a given Blockchain Service if Affidaty S.p.A. finds a material breach of the Customer’s duties, system security, or the law. If reasonable steps can be taken to resolve the issue, Affidaty S.p.A. undertakes to notify the user of the actions to be taken to cure the situation. Should the user be unable to cure the situation within a reasonable period of time, Affidaty S.p.A. may terminate the relationship. Defaulting on payment shall be deemed material breach, and just cause for immediate termination.

b. Either party may terminate this Agreement: 1) without cause, at any time; or 2) for just cause, if the other party has committed a material breach of the Agreement terms, provided that reasonable notice is provided to the breaching party to allow them time to cure. Any term or condition which, by its nature, would extend beyond the termination of the Agreement, shall remain in effect until discharge, and shall bind all successors and assigns. The cessation of this Agreement shall not terminate any civil or criminal liabilities attaching to the user; all provisions herein relating to such violations or breaches shall remain in effect until discharged, or alternatively shall terminate in accordance with their respective deadlines in the appropriate setting.

c. The user may terminate, and request a refund of amounts paid to Affidaty S.p.A. for a Blockchain service in the following instances: 1) upon written recommendation of a government administration or regulatory body following any change in applicable law, or any Blockchain Service; 2) where Affidaty S.p.A.’s modification to the processing environment used to provide the Blockchain Service makes it so the user is no longer compliant with applicable law; or 3) where Affidaty S.p.A. discloses a change to the user which presents a significant detriment to the user’s use of the Blockchain Service, although Affidaty S.p.A. shall have ninety (90) days to work with user to mitigate the effects of the same.

10. Applicable Law, Compliance, and Geographic Scope

a. Each party shall be liable for compliance with: 1) laws and regulations applicable to their activities and content; and 2) laws, regulations, and economic sanctions regarding imports and exports, including the control of trade, the defence of any jurisdiction, international arms-trafficking rules, and those European regulations which place limits and restrictions on the exporting, re-exporting, or transfer, whether directly or indirectly, of products, technology, services, or data. The customer shall be liable for the use of Affidaty S.p.A. and non-Affidaty S.p.A. products and services.

b. The user agrees to 1) ensure compliance with all applicable laws and regulations, including but not limited to European directives and regulations, and all other anti-bribery laws and regulations; 2) perform internal audits within their company operations to ensure such compliance, throughout the duration of this agreement (including inter alia a process to vet its suppliers prior to including them in the company’s production chain); 3) retain, throughout the term set for the Annex, and for at least five (5) years thereafter, all transactional documents, and all logs relating to such compliance checks.

c. The user shall retain, and produce upon request, all registers and other data relating to the transactions, and to the use by end-users, and the downstream recordings by the seller, as well as to provide reasonable support to Affidaty S.p.A. and its internal auditor for the purpose of verifying the user’s compliance with the agreement. These duties shall remain in place throughout the term for this document, and for five (5) years thereafter.

d. Both parties agree that the laws for the jurisdiction in which the user’s commercial address is located shall apply to this Contract, notwithstanding any conflict-of-laws principles. The rights and duties of each party shall only be binding in the country where the user’s address is located. If the user or any other utilising party exports or imports the Content, or uses any part of the Blockchain Service outside the country where the user’s address is located, Affidaty S.p.A. shall not act as exporter or importer. Should any provision herein be deemed null or void, the balance of the agreement shall remain in effect and binding. Nothing in the instant Agreement shall infringe upon the legal rights of any consumer, nor shall such rights be curtailed hereby.

11. Blockchain Infrastructure for the Transaction Segment

a. Affidaty S.p.A. is an independent network of nodes; it does not own the network on which it relies to enter the transactions. The network is the property of a joint-venture community, also known as a community of miners, akin to a set of partners or fiduciaries; consequently, Affidaty S.p.A. shall not discharge any of those duties incumbent on the miners, nor assume any liability for the business or transactions of the latter. However, Affidaty shall ensure that the miners abide by the terms and conditions set forth in the licensing agreements accepted by the miners, and that they comply with those security standards specified in the NC documents which are part of their licensing agreement. Affidaty S.p.A. warrants the following to the user: should one or more miners fail to abide by the standards established in the terms and conditions for the licenses, or in the NC security standards with which the licenses are associated, permissions shall be revoked, and any nodes which do not conform to the negotiated provisions shall be removed.

b. Affidaty S.p.A. shall establish and demand compliance with ethical standards; to that end, Affidaty S.p.A. has established a code of conduct to cover conflicts of interest, market abuse, bribery, and fraud. Affidaty S.p.A. and its staff shall abide by such policies, and shall require that miners maintain similar policies.

c. Affidaty S.p.A. and its affiliated farms may, wherever they conduct business, file and process information relating to the transactions on entries made by the user in the Independentchain blockchain in accordance with the provisions of the GDPR where any notice or consent by persons involved in such processing is required.

d. Affidaty uses a POA consent algorithm, through which it makes use of the value of identities. This means that those who validate the blocks (miners) stake their own reputations in lieu of currency. Consequently, Independentchain is protected by verification nodes which are arbitrarily selected as reliable components thanks to standardised parameters contained in the annexed NC, which come to be guidelines for building, maintaining, and updating the farms in accordance with a set of universally recognised certifications.

3. Independentchain’s Proof of Authority model is based on a limited number of miners, a factor that makes the system highly scalable. Blocks and transactions are verified by participants who are pre-approved by Affidaty S.p.A. in accordance with a set of rules established by the NC, which act as system moderators and guidelines.

f. The Affidaty S.p.A. miners who offer Independentchain Services are independent of Affidaty S.p.A.; therefore, Affidaty S.p.A. has set a uniform price for each class of node, which has been carefully calculated to ensure, on the one hand, adequate remuneration for the activities they perform, as well as on the other hand a set of related terms and conditions to protect the users, positioning itself between the interested parties as a moderator. Affidaty S.p.A. shall not be liable for their acts, omissions, representations and/or offers in instances where mining Independentchain is not, from a legal standpoint, an option.

g. The POA consent algorithm may be applied to a wide range of scenarios, and is considered a valid option for logistical operations. For example, in terms of a supply chain, the POA is deemed an effective and sufficient solution for the banking industry, which indeed hosts a large number of the Transaction segment as micro payments.

h. Neither of the two parties shall be liable for any breach of duty (other than their economic duties) caused by circumstances outside the party’s control. Before claiming breach by the other party, each party shall provide the other a reasonable period to cure the problem. Where approval, acceptance, consent, access, cooperation, or similar actions are demanded of any party, such action shall not be unreasonably delayed or withheld.

i. Affidaty S.p.A. may use staff and resources (including third-party contractors and subprocessors) to ensure delivery of Blockchain Services. Affidaty S.p.A. may transfer the Content, including personally identifying information, outside the country. A list of countries into which the Content may be transferred for a Blockchain Service appears in the contract documents. Affidaty S.p.A. shall be liable for those duties contemplated in the Contract Terms and Conditions of Use for the module used by a user. Affidaty S.p.A. may request miners provide access to the farms to ensure that the technical and organisational security measures described in the NC, and accepted by the miner, are respected, allowing Affidaty S.p.A. to fulfil its duties under a given Blockchain service as against the user. A current list of miners and their security standards shall be provided upon request.

j. Affidaty S.p.A. may offer personalisations, configurations, and additional services to support the Blockchain Services, as described in an NC. Affidaty S.p.A. acknowledges that Affidaty Blockchain Services may be used in a variety of ways. Specifically, where the customer only accesses and consults content present within the Blockchain digital register, without adding information therein, no fee is owed, and the user may consult such information free of charge. On the other hand, if the customer adds information within the ledger, the customer shall pay Affidaty S.p.A. a fee as set by the Terms and Conditions of Use for their specific module. The amount for the same shall be predicated on the exploitation of the calculation powered by Independentchain miners for the class and weight of information included on the public register. This use of the Blockchain register is referred to as its “read” and “write” functions.

k. Conclusions: Affidaty S.p.A. has the full use and enjoyment of the infrastructure called IndependentChain, which represents an enormous asset, and is tasked with keeping a distributed register. The pay-per-use model generates distributed profits amongst the participants at a rate of 50% to the network (with compensation shared amongst the actors), and 50% to Affidaty S.p.A., which takes the remainder as compensation for updating and keeping the code secure in accordance with applicable law, without bearing the burden of the cost of ongoing maintenance and/or accessories.

List of Terms Required by Country

The following terms and conditions shall replace or modify the cited term or condition as required by the Customer’s home jurisdiction:

THE AMERICAS
Section 2. Developments

The first sentence of paragraph c shall be replaced with:

Latin America (all countries): The user accepts the terms in an annex or NC by signing it

In paragraph d, replace the final two sentences with:

Brazil : the customer accepts the changes by executing an amendment (in hard-copy or online format). New orders, ongoing use of the service, and any renewal of the same may be suspended until an amendment is executed.

Section 7. Charges, Fees, and Payments

Add the following sentence to the end of paragraph a:

U.S. and Canada – Where taxes are applied based on the location from which a user utilises a Blockchain Service, the user shall be required to disclose such location(s) to Affidaty S.p.A. if different from the user’s commercial address listed in the applicable Annex or NC.

Peru – Should the user fail to pay such charges, he or she shall automatically be subject to a delay, and the outstanding amount shall generate interest until the day it is fully paid (inclusive), at the highest interest rate authorised by the Central Reserve Bank of Peru, and as published by the Superintendencia de Banca, Seguros y AFP used for these types of transactions, in such instances taking into account both compensatory and late-payment interests. If these interest rates have been modified, the maximum authorised amount for each delay period shall be assessed. Interests shall be demanded along with the principal, and any partial payment shall be settled pursuant to the accrual principals set forth in the Peruvian Civil Code, Article 1257 thereof in particular.

Section 8. Liability and Indemnification

Include the following disclaimer at the end of paragraph a:

Peru : in accordance with Article 1328 of the Peruvian Civil Code, such limitations of liability, and assumption of liability, shall not apply to instances of wilful (“intentional”) conduct or gross negligence (“unjustifiable fault”).

Section 10. Applicable Law, Compliance, and Geographic Scope

In paragraph d, replace the sentence “country of the user’s commercial address” with:


Argentina : the Republic of Argentina. Any proceeding regarding the rights, duties, and obligations arising from this Agreement shall be brought before the Ordinary Business Court of the City of “Ciudad Autónoma de Buenos Aires”.

Canada : the province of Ontario, and the federal laws of Canada applicable thereto.

Chile : Chile. Any conflict, construction, or breach relating to this Agreement which is not resolved by the Parties shall be subject to the jurisdiction of the ordinary courts of the City and District of Santiago.

Columbia : the Republic of Columbia. All rights and duties shall be subject to the courts of the Republic of Columbia.

Ecuador : the Republic of Ecuador. Any dispute arising from, or relating to, this Agreement shall be heard by civil courts of Quito as simplified proceeding.

Venezuela : Venezuela. The parties agree to submit any pending conflicts regarding this agreement to the courts of the Metropolitan Area of Caracas.

Peru : Peru. Any dispute arising between the parties regarding performance, interpretation, or compliance with the instant Agreement shall not be settled out of court, and must instead be submitted to the jurisdiction and authority of the judges and courts of the “Cercado de Distretto giudiziario di Lima.

U.S., Anguilla, Antigua / Barbuda, Aruba, British Virgin Islands, Cayman Islands, Dominican Republic, Grenada, Guyana, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, Saint Vincent and Grenadine : State of New York, USA.

Uruguay : Uruguay. Any dispute arising between the parties regarding the performance, interpretation, or compliance of this Agreement, which cannot be amicably resolved, must be submitted to the Courts of Montevideo (“Tribunales Ordinarios de Montevideo”).

Add the following sentence at the end of paragraph d:

Brazil: any disputes arising from, or relating to, this Agreement, including any simplified proceedings, shall be heard by the Court of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil; the parties irrevocably agree to submit this exclusive jurisdiction and the exclusion of any other, to the extent this forum might be selected.

Section 11. Blockchain Infrastructure for the Transaction Segment

Add, as a new paragraph, under the section entitled:

In Canada, in the province of Quebec : Both parties agree to write this document in English. The parties are required by law to this document in English language.

ASIA PACIFIC

Section 2. Developments

In the first sentence of paragraph c, before the verb “to order”, add: Hong Kong,

Macao: signature (ink or electronic),

Section 6. Warranties

Add as a new paragraph

Australia : these warranties shall be cumulative with all rights appear infra, and are limited to the extent permitted by the market and by the 2010 Consumer Act.

New Zealand : These warranties shall be cumulative with any right established under the 1993 Consumer Guarantees Act or other provision not subject to statutory limitation.

Section 7. Charges, Fees, and Payments

India: add to the end of the first sentence of paragraph b, at point 4):
 and 5) promptly file accurate returns for taxes deducted at the source (TDS). If no tax, duty, tax, or fee (“Taxes”) has been charged, in reliance on tax-exempt status information provided by the user, and the tax authorities thereafter establish that such tax should have been charged, the user shall be required to pay such taxes, including interests, deductions and/or any sanctions applied in that respect. “

Philippines: In paragraph a., Add a new sentence after “the amounts due to the Wallet within the Synkrony Alias at the moment the transaction is placed, these shall be paid upon receipt of the invoice, within thirty (30) days of the date appearing on such invoice, to an account identified by Affidaty S.p.A.” with:
“If payment is not received within thirty (30) days from the date of the invoice, a late-payment fee shall be applied to the outstanding amount, at a rate of 2% per month, calculated based on the number of days the payment is late”.

Section 8. Liability and Indemnification

In paragraph a, add the following to the end of the first sentence:

Australia : “(e.g. if predicated on a contract, tort, negligence, statute, or other basis)”

Add to the end of paragraph d the following new paragraph:

Australia : should Affidaty S.p.A. breach any implied warranty contemplated under the Competition and Consumer Act 2010 (Cth), Affidaty S.p.A.’s liability shall be limited 1) in respect of services, for the services to be repeated, or the payment of the cost of delivering such repeated services; and (2) in respect of merchandise, the repair or replacement of the merchandise, or the delivery of equivalent merchandise, or the payment of the cost to replace the goods or to have the good repaired. When a warranty refers to the right to sell, the right of quiet enjoyment or unclouded title to a good, as contemplated in Table 2 of the Competition and Consumer Act, none of these limitations shall apply.

In paragraph a, the second sentence will now read :

Philippines: Affidaty S.p.A. shall not be liable for any special damages (including nominal or punitive damages), pain and suffering, incidental, indirect or economic damages, consequential damages, lost profits, volume, value, revenue, goodwill, or benefit-of-the-bargain damages.

Section 9. Termination

Add as a new paragraph:

Indonesia : both parties hereby waive the provision of Article 1266 of the Indonesian Civil Code to the extent such provision requires a court order to terminate an agreement that imposes mutual obligations.

Section 10. Applicable Law, Compliance, and Geographic Scope

In paragraph d, first sentence, replace only the phrase which reads “country of the user’s commercial address” with:

Cambodia, Laos, the State of New York, USA:

Australia : the State or Territory in which the transaction is carried out;

Hong Kong: Hong Kong;

Korea : Republic of Korea is subject to the Central District Court of Seoul of the Republic of Korea;

Macao: Hong Kong

Taiwan : Taiwan

In paragraph d, in the second and third sentence, replace “the user’s address” with:

Hong Kong: Hong Kong;

Macao: Macao

Add to the end of Section 8 the following new paragraph:

Cambodia, Laos, Philippines, Sir Lanka: {x} disputes shall be dispositively adjudicated in arbitration in Singapore pursuant to the Arbitration Rules of the Singapore International Arbitration Center (“SIAC Rules”).

India: {x} disputes shall be dispositively adjudicated in accordance with the 1996 act on arbitration and mediation, under the version then in effect, in English, at the Bangalore, India, location. One (1) arbitrator will be used in the amount in controversy is at or below five Indian rupees, and three (3) if the amount in controversy is higher.  When an arbitrator is replaced, the proceeding shall continue from the phase it had reached at the moment the vacancy occurred. 

Indonesia: {x} Disputes shall be dispositively adjudicated by arbitration in Jakarta, in Indonesia, pursuant to the Rules of the Board of Directors of the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia or “BANI”).

Malaysia: {x} disputes shall be dispositively adjudicated in arbitration, pursuant to the Arbitration Rules of the Kuala Lumpur Regional Center for Arbitration (“KLRCA Rules”).

People’s Republic of China {x} Each party has the right to submit the matter before the International Economic and Trade Arbitration Commission in Beijing, People’s Republic of China, for binding arbitration.

Vietnam: {x} disputes shall be dispositively adjudicated in arbitration, pursuant to the Arbitration Rules of the Vietnam International Arbitration Center (“VIAC Rules”).

Section 11. Blockchain Infrastructure for the Transaction Segment

Add as a new paragraph k:

Indonesia: “This AGA-BS has been generated in both English and Indonesian. In case of any dispute, and insofar as permitted by law, the English version shall prevail”.

EEA AND RUSSIA

Section 7. Charges, Fees, and Payments

Add the following at the end of the first sentence of paragraph a:

France: equal to the most recent interest rate set by the European Central Bank plus ten points, plus debt-collection costs of Euro 40 (forty), or where such expenses exceed forty Euro, supplemental indemnification shall be predicated on sufficient justification.

Ukraine: the interest on any outstanding amount shall be double the discount rate set by the National Bank of Ukraine (NBU) during the default period, and accrue from the day after the due date until the date it is actually paid, divided by each day of delay (paragraph 6 of Article 232 of the Ukraine Code of Commerce shall not apply).

Section 8. Liability and Indemnification

Include the following before the words “amounts paid” in the first sentence of paragraph a:

Belgium, France, Germany, Italy, Luxembourg, Malta, Portugal and Spain: the greater of € 500,000.00 (FIVE HUNDRED THOUSAND AND 00 EURO) or in the UK and Ireland: 125% of

In the first sentence of paragraph a, replace the sentence “direct damages actually incurred by the user” with:

Spain: and proven damages incurred by the user as a direct consequence of Affidaty S.p.A.’s breach.

Include before the first sentence of paragraph a:

Slovakia: with reference to § 379 of the Code of Commerce, Law no. 513/1991 Coll., as amended and regarding all conditions relating to the execution of an agreement, both parties agree that the total foreseeable damages that might accrue shall not exceed the foregoing amount, which shall serve as a cap on damages for which Affidaty S.p.A. may be found liable

Include before the second sentence of paragraph a:

Russia: Affidaty S.p.A. shall not be liable for lost benefits.

In the second sentence of paragraph a, replace “special, incidental, and indirect” with:

France and Spain: reputational damages.

In the second sentence of paragraph a, delete:

Ireland and the UK: economic

The second sentence of paragraph c shall be replaced with:

Portugal: Affidaty S.p.A. shall not be liable for indirect damages, including lost profits.

Spain: Affidaty S.p.A. shall not be liable for any reputational damages, lost profits, volume, value, revenue, goodwill, or benefit-of-the-bargain damages.

Add the following at the end of paragraph a:

France: the terms of the agreement, including financial terms, have been set in consideration of this provision, which shall be an integral part of the general economic framework for the agreement.

In paragraph b, replace “and 2) damages which, under applicable law, cannot be capped” with the following:

Germany: 2 ) loss or damage caused by a breach of the warranty assumed by Affidaty S.p.A. with respect to any transaction arising from this Agreement; and 3) caused through intentional conduct or gross negligence.

Section 9. Termination

In paragraph a, delete:

Switzerland: payment default shall be deemed material breach.

Include the following as a new paragraph d:

Holland: the parties hereby waive their rights under Title 7.1 («Koop») and under provision 7: 401 and 402 of the Dutch Civil Code, and the right to assert total or partial dissolution (“gehele of partiele ontbinding”) of this agreement in Section 6: 265 of the Civil Code.

Section 10. Applicable Law, Compliance, and Geographic Scope

In paragraph d, first sentence, replace the phrase which reads “country of the user’s commercial address” with:

Only for offshore agreements: Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Macedonia, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Romania, Russia, Serbia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan: Austria;

Only for offshore agreements: Estonia, Latvia, and Lithuania: Finland;
Algeria, Andorra, Benin, Burkina Faso, Burundi, Cameroon, Capo Verde, Central African Republic, Chad, Comoros, Democratic Republic of Congo, Djibouti, Equatorial Guinea, French Guyana, French Polynesia, Gabon, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Senegal, Seychelles, Togo, Tunisia, Vanuatu, Wallis, Futuna: France; Angola, Bahrain, Botswana, Egypt, Eritrea, Ethiopia, Gambia, Ghana, Jordan, Kenya, Kuwait, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tomé e Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, West Bank / Gaza Strip, Yemen, Zambia and Zimbabwe: England; Liechtenstein: Switzerland; South Africa, Namibia, Lesotho, Swaziland: the Republic of South Africa; UK: England.

In paragraph d, add the following to the end of the first sentence:

France: the parties stipulate that Articles 1222 and 1223 of the French Civil Code shall not apply.

Add the following at the end of paragraph d:

Only for offshore agreements: Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Georgia, Kazakhstan, Ex Yugoslavian Republic of Macedonia, Kosovo, Kyrgyzstan, Moldova, Montenegro, Romania, Russia, Serbia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan: any dispute arising under this agreement shall be dispositively adjudicated by the International Arbitration Centre of the Austrian Federal Economic Chamber (Arbitration Body) pursuant to the Arbitration Rules of that Central Arbiter (Vienna Rules) in Vienna, Austria, with English as the official language, by three (3) impartial arbitrators named in accordance

with the Vienna Rules. Each party shall appoint an arbitrator, who will then jointly appoint an independent chair within thirty (30) days; otherwise, the chairman shall be appointed by the Arbitration Entity in accordance with the Vienna Rules. The arbitrators shall not have the authority to issue pre-ruling injunctions nor order damages which are excluded from, or which exceed the limits established under, the instant Agreement. Nothing herein shall impede the either party from instituting legal action for (1) preliminary proceedings to prevent material prejudice or the breach of any non-disclosure or intellectual-property agreement, or (2) determine the validity or title to any copyright, patent, or trademark whether owned or asserted by one party or its company, or (3) debt collection for amounts under USD 500,000.00.

Only for offshore agreements: Estonia, Latvia, and Lithuania: all disputes arising under this agreement shall be dispositively adjudicated by the Arbitration Institute of the Finnish Chamber of Commerce (FAI) (Arbitration Entity) pursuant to the Arbitration Rules of the Finnish Chamber of Commerce (bylaws), in Helsinki, Finland, which English as the official language, by three (3) impartial arbitrators appointed pursuant to such rules. Each party shall appoint an arbitrator, who will then jointly appoint an independent chair within thirty (30) days; otherwise, the chairman shall be appointed by the Arbitration Entity in accordance with those Rules. The arbitrators shall not have the authority to issue pre-ruling injunctions nor order damages which are excluded from, or which exceed the limits established under, the instant Agreement. Nothing herein shall impede the either party from instituting legal action for (1) preliminary proceedings to prevent material prejudice or the breach of any non-disclosure or intellectual-property agreement, or (2) determine the validity or title to any copyright, patent, or trademark whether owned or asserted by one party or its company, or (3) debt collection for amounts under USD 500,000.00.

Only for onshore agreements: Russia : all disputes shall be adjudicated by the Arbitration Chamber of Moscow.

Afghanistan, Angola, Bahrain, Burundi, Capo Verde, Djibouti, Egypt, Ethiopia, Gambia, Ghana, Iraq, Jordan, Kenya, Kuwait, Lebanon, Liberia, Libya, Madagascar, Malawi, Mozambique, Nigeria, Oman, Pakistan, Palestine Territory, Qatar, Rwanda, Sao Tome e Principe, Saudi Arabia, Seychelles, Sierra Leone, Somalia, South Sudan, Tanzania, Uganda, United Arab Emirates, Western Sahara, Yemen, Zambia and Zimbabwe: all disputes arising hereunder shall be dispositively adjudicated by the  London Court of International Arbitration (LCIA) (Arbitration Entity), in accordance with the LCIA Arbitration Rules (the Rules), in London, UK, with English as the official language, by three (3) impartial arbitrators appointed in accordance with the Regulation. Each party shall appoint an arbitrator, who will then jointly appoint an independent chair within thirty (30) days, otherwise, the chairman shall be appointed by the arbitration entity in accordance with those rules. The arbitrators shall not have the authority to issue pre-ruling injunctions nor order damages which are excluded from, or which exceed the limits established under, the instant agreement. Nothing herein shall impede the either party from instituting legal action for (1) preliminary proceedings to prevent material prejudice or the breach of any non-disclosure or intellectual-property agreement, or (2) determine the validity or title to any copyright, patent, or trademark whether owned or asserted by one party or its Enterprise company, or (3) debt collection for amounts under USD 500,000.00.

Algeria, Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Democratic Republic of Congo, Equatorial Guinea, French Guyana, French Polynesia, Gabon, Guinea, Guinea-Bisau, Ivory Coast, Mali, Mauritania, Mauritius, Morocco, Niger, Senegal, Togo and Tunisia: all disputes arising hereunder shall be dispositively adjudicated by the ICC International Court of Arbitration, in Paris (Arbitration Body), pursuant to its rules of arbitration (the rules), with French as the official language, by three (3) impartial arbitrators appointed in accordance with the Regulation. Each party shall appoint an arbitrator, who will then jointly appoint an independent chair within thirty (30) days; otherwise, the chairman shall be appointed by the Arbitration Entity in accordance with those Rules.
The arbitrators shall not have the authority to issue pre-ruling injunctions nor order damages which are excluded from, or which exceed the limits established under, the instant Agreement. Nothing herein shall impede the either party from instituting legal action for (1) preliminary proceedings to prevent material prejudice or the breach of any non-disclosure or intellectual-property agreement, or (2) determine the validity or title to any copyright, patent, or trademark whether owned or asserted by one party or its Enterprise company, or (3) debt collection for amounts under USD 500,000.00.

South Africa, Namibia, Lesotho and Swaziland: any disputes arising from this Agreement shall be dispositively resolved by the Arbitration Foundation of Southern Africa (Arbitration Body) pursuant to the Regulation of the AFSA Arbitration (the rules) in Johannesburg, South Africa, with English as the official language, by three impartial arbitrators appointed in accordance with the Rules. Each party shall appoint an arbitrator, who will in turn appoint an independent chair within thirty (30) days, otherwise, the chairman shall be appointed by the Arbitration Entity in accordance with those Rules. The arbitrators shall not have the authority to issue pre-ruling injunctions nor order damages which are excluded from, or which exceed the limits established under, the instant Agreement. Nothing herein shall impede the either party from instituting legal action for (1) preliminary proceedings to prevent material prejudice or the breach of any non-disclosure or intellectual-property agreement, or (2) determine the validity or title to any copyright, patent, or trademark whether owned or asserted by one party or its Enterprise company, or (3) debt collection for amounts under USD 250,000.00.

Andorra, Austria, Cyprus, France, Greece, Italy, Portugal, Spain, Switzerland: all disputes shall first be brought before, and subject to the exclusive jurisdiction of, the following courts of law:

France : the Commercial Court of Paris;

Austria : the Court of Vienna;

Cyprus : the Court of Nicosia with jurisdiction over the matter;

Greece : the Court of Athens with jurisdiction over the matter;

In Italy : the Court of Milan;

Portugal : the Court of Lisbon;

Spain : the Court of Madrid;

Switzerland: the business court of the Canton of Zurich.

Turkey: the courts and the administrations of the Central Istanbul (Caglayan) of Istanbul, Republic of Turkey.

Section 11. Blockchain Infrastructure for the Transaction Segment

Add as a new paragraph, and make sure the list is transcribed verbatim:

For the EU Member States, Iceland, Liechtenstein, Norway, Switzerland and Turkey: Should the user enter, or authorise others to enter, personal data into the Content, the user warrants he or she is the data controller for such data or has been, prior to entering this Agreement or extending the benefit of Blockchain Services to any other data controller, engaged as a third-party data processor, or received consent from the processor of any data germane to entering into this agreement. The customer appoints Affidaty S.p.A. as Data Controller to process such personal data. The user shall not use the Affidaty S.p.A. Product along with the personal data to the extent such usage would violate applicable data-protection laws. Affidaty S.p.A. shall provide reasonable cooperation with the user to discharge any statutory requirement, including providing the user access to the personal data. The user agrees (and shall secure the consent of all end users) that Affidaty S.p.A. may transfer the user’s personal data outside the country, as well as outside the European Economic Area. If the Blockchain Service is included in Affidaty S.p.A.’s Privacy Shield certification, and the user elects to have the Blockchain Service hosted in a data centre located in the United States, the user may rely on such certification to transfer personal data outside the EEA. Should Affidaty S.p.A. change the way it processes or protects personal data as part of the Blockchain Services, and should such changes render the user no longer compliant with data-protection laws, the user may terminate the implicated Blockchain Services by providing written notice to Affidaty S.p.A. within thirty (30) days of Affidaty S.p.A.’s notice of such changes to the user.

In paragraph c, include the following after the first sentence:

In Spain: Affidaty S.p.A. shall comply with all requests for access, updates, or deletion of contact information if submitted to the following email address: privacy@affidaty.eu.

Add the following sentence to the end of paragraph h: “Neither of the two parties shall be liable for any breach of duty (other than their economic duties) caused by circumstances outside the party’s control”:

Russia: including but not limited to: earthquakes, floods, fires, strikes (excluding any strike by employees of the parties), acts of war, military action, embargoes, blockades, international or government sanctions, or acts by the authorities within the jurisdiction in question.

Change the following sentence in paragraph h: “Neither of the two parties shall be liable for any breach of duty other than economic duties caused by circumstances outside the party’s control” to:

Ukraine : “Neither of the two parties shall be liable for breach of duty, other than for any economic duty, due to any factors or regulatory changes outside such party’s control, including but not limited to sanctions on imports, exports, and economic sanctions levied by the United States.

Add as a new paragraph, and make sure the list is transcribed verbatim:

Hungary: by entering this Agreement the user agrees they have been sufficiently advised of all provisions hereunder, and that they have had the opportunity to negotiate its terms. The following provisions may significantly deviate from provisions generally applicable under Hungarian law, and both parties accept such provisions by executing this agreement: Blockchain services; Amendments; Warranties; Charges, Fees, and Payments; Liability and Indemnification; Applicable Law, Compliance, and Geographic Scope; and General.

Czech Republic : The user expressly accepts the terms of this Agreement, which include the following key commercial terms: 1) limitation of liability, and assumption of liability, for defects (Warranties), 2) limitation on the customer’s right to reimbursement (Liability and Indemnification), 3) binding nature of the rules on imports/exports (Governing laws, Liability for Conformity, and Geographic Scope), 4) shorter statute of limitations (General), 5) non-application of rules on contracts of adhesion (General), 6) non-application of rules permitting performance of a contract where the parties are unable to reach complete consensus (General) and 7) assumption of the risk of a change in circumstances (General).

Romania: the customer expressly consents to the following standard provisions which may be deemed “unusual clauses” under Article 1203 of the Romanian Civil Code: provisions 6, 7, 8, and 9 hours). The user agrees that they have been sufficiently informed of each and every provision hereunder, including the aforementioned provisions, that they have thoroughly reviewed and understood such provisions, and that they have had the opportunity to negotiate the terms of each provision.

Agreed upon by: Company name ____________

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the user expressly accepts the articles in this Agreement.

Attention:

This shall be a portal where the calls for tender for farms needed for T.R.I.N.C.I. Blockchain customer networks will be posted, containing the instructions for Class and Distribution Power type.