GENERAL TERMS AND CONDITIONS
GOVERNING THE CO2IN SERVICES

1.INTRODUCTORY PROVISIONS

1.1These GTC shall govern the contents of the contractual relationship between the Company and the Client, based on the Agreement and the terms and conditions for providing CO2IN Services. These GTC shall govern the terms and conditions for providing CO2IN Services in cases when the Client is a consumer within the meaning of the Civil Code, also in case when the Client isn't a consumer. The Company is an entrepreneur within the meaning of the Civil Code.
1.2Matters not expressly covered by the Agreement shall be regulated by whatever provision of the Agreement is closest in content and purpose to the case in question. In the absence of such a provision, the case shall be settled in accordance with the relevant legal requirements and principles of private law.
1.3The CO2IN Services allow individuals and legal entities to indirectly influence the trading of emission allowances and engage in the subsequent reduction of the CO2 emissions in a transparent and verifiable manner, particularly by enabling Token Transfer. The CO2IN Services seek to engage a broader range of individuals and legal entities in active environmental protection.
1.4To avoid any doubt, the Company declares that the GTC shall not be applied to relationships arising as a result of the operation and/or use of the E-Shop.

2.DEFINITION OF TERMS

The following capitalised terms have the following meanings in the GTC unless the context requires otherwise:

„Account“ means the Client's unique Account maintained by the Company in the Application or by the means of the Web Portal, through which the Client is entitled to transfer the Token.

„Achievement Reward“ means a reward in multiples of Token that the Company may grant to the Client for completing sub-goals in the Application or on the Web Portal.

„Agreement“ means the agreement for the provision of services associated with the CO2IN Token pursuant which the CO2IN Services are provided.

„Allowance“ means other property value corresponding to the right to emit the equivalent of one tonne of carbon dioxide into the atmosphere as defined in the Allowance Trading Act.

„Allowance Trading Act“ refers to Act No. 383/2012 Coll., on the conditions for trading in greenhouse gas emission allowances, as amended.

„App/Application“ means the mobile application CO2IN used for, inter alia, (i) Token Transfers, (ii) the Company enables its Clients the Disposal of an Allowance, (iii) the Company may provide all electronic communication (remote communication) with Clients. The App is compatible with Android and iOS operating systems and can be downloaded in the Google Play and App Store.

„Authentication Features“ means the set of security features assigned to the Client by the Company, selected by the Client or agreed between the Company and the Client for accessing the Application and the Web Portal and entering instructions and operations, in particular the password, PIN code, SMS authorisation, biometric data (e. g., fingerprint, face ID), mobile device linked to the Account and confirmation push notifications.

„Base Limit“ means the amount of the Base Limit as specified in the Fee Schedule; if the Company has set the Base Limit in more than one currency, it shall be assessed with respect to the currency used by the Client to deposit funds into the Account; if the Client has deposited funds into the Account in more than one currency, its achievement shall be assessed with respect to the amount of the Base Limit set by the Company in all such currencies combined.

„Civil Code“ refers to Act No. 89/2012 Coll., the Civil Code, as amended.

„Client“ means a natural person or legal entity possessing a validly concluded Agreement.

„Company“ means The CO2IN, a.s., with its registered office at Pobřežní 620/3, Karlín, 186 00 Prague 8, the Czech Republic, Company ID No. 09450050, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 25633.

„Contracting Parties“ means the Company and the Client collectively; "Contracting Party" refers to the Company or the Client individually.

„Conversion Time“ means the moment of conversion of funds credited by the Client to the Account in CZK currency into EUR currency by the Company.

„Costs“ means the funds paid by the Company to third parties in connection with the provision of the CO2IN Services under the Agreement, such as bank charges for wire transfers to/from abroad and currency conversions.

„CO2IN Services“ means all services provided by the Company to the Clients under the Agreement.

„CZK“ means the Czech Crown, i. e., the official monetary unit of the Czech Republic.

„Disposal of an Allowance“ means the removal of an Allowance from circulation, whereby the removal of an Allowance from circulation may indirectly reduce CO2 emissions to air.

„Documents“ means, collectively, the Agreement, the GTC, the Fee Schedule, the Privacy Policy, and the EULA.

„E-Shop“ means the electronic shop operated by the Company at eshop.co2in.cz.

„EULA“ means the End User Software License (EULA) for the CO2IN Mobile App.

„EUR“ means the Euro, the official currency unit of the Eurozone countries.

„Event of Default“ refers to a Client's breach of a legal obligation and/or obligation arising under the Agreement and/or the events identified as an Event of Default in the Agreement or other Documents.

„Fee Schedule“ means the Company's fee schedule containing a list and amount of fees charged by the Company to the Client in connection with the provision of the CO2IN Services and other parameters relating to the CO2IN Services.

„GDPR“ refers to European Parliament and Council Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

„GTC“ refers to the current version of the General Terms and Conditions for the CO2IN Services issued by the Company; GTC are apart of the Agreement.

„Limit“ means any amount specified in the Fee Schedule or an amount that the Company shall inform the Client of, other than the Base Limit.

„Privacy Policy“ refers to the Privacy Policy available at: https://co2in.com.

„Remedy“ means taking action to eliminate or mitigate the consequences of the Event of Default.

„Significant deviation“ refers to a situation where the price of the Token differs from the price of the Allowance, as the underlying asset, for which the Allowance is traded at the same time on the regulated market (Stock Exchange), by more than two euros (2,- EUR).

„Stock Exchange“ refers to European Energy Exchange AG (EEX) or Intercontinental Exchange, Inc. (ICE).

„Token“ means the virtual instrument "CO2IN" which can be disposed of in accordance with the Agreement.

„Token Disposal“ means the removal of a Token from circulation, i. e., the termination of the Token and the impossibility of its further use.

„Token Transfer“ means (i) the issuance and settlement of a Token between a Client and the Company, and/or (ii) the exchange of a Token between Clients, and/or (iii) the exchange of a Token for goods or services of another Client, and/or (iv) the provision of a service and sale of goods to other Clients in exchange for a Token.

„Verification“ means the process whereby the Client provides the Company with all documents required by the Company for the identification and/or verification of the Client and, based on the documents provided, the Company successfully completes a full identification and/or verification of the Client.

„Web Portal“ means the Web Portal CO2IN available at portal.co2in.com, through which, among others, (i) the Token Transfer occurs, (ii) the Company offers Clients the Disposal of an Allowance, and (iii) the Company can provide all electronic communication (distance communication) with the Clients.

3.CONCLUSION OF THE AGREEMENT

3.1The Company and the Client shall enter into a contractual relationship by concluding the Agreement. Unless expressly negotiated otherwise between the Company and the Client, the Argreement shall be concluded exclusively through the Application as a means of remote communication. The Contract shall become effective when the Client through the Application fills out his personal data in the registration form and confirms his consent with the GTC in wording that was offered to the Client for acceptance. In the process of concluding the Agreement, the Company may require use of Authentication Features. The Company determines the text of the Agreement, respectively the GTC and other Documents and the Client is not allowed to edit, change or amend it and may either accept it in full or reject it. If the Client delivers to the Company a signed draft of the Agreement containing additions, reservations, restrictions or other changes, it shall be considered as a rejection of the Company's proposal and the Agreement shall not be concluded. The Agreement shall become effective when the Account is made available to the Client. The Client shall also gain access to additional CO2IN Services when the Agreement becomes effective; however, until Verification is performed, the Client will solely be entitled to deposit funds into the Account up to the Base Limit, the CO2IN Services will be limited to the extent of the Base Limit, and the Client shall not be allowed to withdraw funds from the Account. Internet connection is required for the usage of the Application or the Web Portal by the Client.
3.2The Company undertakes to provide the Client with CO2IN Services under the conditions specified in the Agreement and other Documents. Based on the CO2IN Services, the Client will in particular be entitled to perform Token Transfers.
3.3By concluding the Agreement, the Client expressly declares, that:

a.The Client was provided with content of all Documents before concluding the Agreement;
b.The Client has familiarised himself with the Documents;
c.All information and documents submitted by the Client to the Company in connection with the conclusion of the Agreement are complete, correct and in no way misleading; and
d.The Client is aware of the fact that the Company is not liable to the Client for damage in the cases described in the Documents, especially in the GTC.

3.4Based on the Agreement, the Company undertakes to provide the Client with following CO2IN Services:

a.The Company shall establish the Account for the Client through the Application;
b.The Company shall allow the Client to transfer funds in EUR or CZK to his Account (financial means in CZK shall be converted to EUR, as the funds in the Account are kept in EUR);
c.The Company shall allow the Client to withdraw his funds from the Account in either EUR or CZK;
d.The Company shall allow the Client to purchase and sell Tokens from and to the Company;
e.The Company shall allow the Client to dispose of the Tokens according to the terms of the Agreement;
f.The Company shall provide disposition of the Tokens through the Application or Web Portal;
g.The Company shall allow the Client to conduct the Token Disposal, which means that the Disposal of an Allowance shall occur (the Allowance will be withdrawn from circulation according to the Agreement); execution of the Token Disposal depends on the Company's technical capabilities, so the Client has no legal claim for performance of the Token Disposal;
h.The Company shall allow the Client to exchange services and goods of other Clients for Tokens;
i.The Company shall allow the Client to offer services and goods to other Clients in exchange for Tokens.

3.5The Company undertakes to provide the Client with CO2IN Services under conditions stated in the Agreement or other Documents. Based on the CO2IN Services, the Client shall be in particular entitled to perform Token Transfers.
3.6The Client is obliged to pay to the Company a fee for provision of the CO2IN Services according to the Fee Schedule.
3.7Main purpose of CO2IN Services is to enable the Clients the Token Transfer while indirectly helping to protect the enviroment.
3.8In case the Verification of the Client is performed, the Client shall be notified of this fact in the Application or Web Portal and the CO2IN Services above the Base Limit shall be made available to the Client, including the Client's right to deposit funds into the Account exceeding the Base Limit.
3.9The Company is entitled to limit the total amount of funds deposited into the Account by the Limit, with the standard Limit being set out in the Fee Schedule.
3.10As part of the Verification process, the Company performs and evaluates a risk assessment of the Client, which is further performed during the term of the contractual relationship. Should the Client's risk profile change, the Company is entitled to change the Client's individual Limit. The current amount of the Client's Limit is indicated in the Application or the Web Portal.
3.11The Client expressly agrees with the Verification and form of his authentication and authorisation specified in the GTC and the Documents. Should the Verification not be carried out, although initiated by the Client or the Company, or should the Client fail to provide required cooperation to carry out the Verification, the Company is entitled to withdraw from the Agreement.
3.12A Client under the age of 18 years is entitled to use the CO2IN Services on a limited basis following the Company's rules for underage Clients. In particular, the Company is entitled to set a reduced Limit for crediting funds to the Account for Clients under 18 years.
3.13The Client must be registered for the entire duration of the contractual relationship. The Client is entitled to register only once, to have only one Account, provide true, complete and accurate data and to use all identification means and data (such as telephone number and e-mail address) only once for the purposes of registration, Account operation and authentication (e. g., the Client may not use the same telephone number or e-mail address to set up and operate multiple Accounts, authenticate or authorise multiple persons, etc.). The Client is obliged to use only his own identity documents for the purposes of registration and authentication. The Client shall not be entitled to use an Account registered as a consumer Account for business purposes and vice versa. The Company is entitled to verify the Client's identity and request the Client's identification data in accordance with legal regulations, while the Client is obliged to comply with such a request. A breach of any obligation in this paragraph constitutes an Event of Default.
3.14The Company shall have the right to replace the signature of persons authorised to act on behalf of the Company by printed or mechanical means (e. g. scan, stamp), including the signature of the Agreement and any amendments thereto.
3.15All acts performed via remote communication shall be deemed to have been done in writing.
3.16The Client enters the Application and Web Portal and authorises his instructions and operations within the Application, particularly the withdrawal of funds to the Account and Token Transfer, by using the Authentication Features.
3.17The Client is always obliged to act personally in relation to the Company, unless it is a legal entity represented by its proper representatives. The Company is entitled to consider all actions taken during registration and when using the CO2IN Services as actions taken personally by the Client. The Company shall not be liable to the Client or any other person for any loss suffered as a result of written communication or document provided by the Client, which the Company in good faith and in the exercise of such level of care as is standard in the conduct of the Company's business, believed to be genuine or executed by the Client or a person authorised to act for the Client, was not a written communication and/or document genuine or executed by the Client or a person authorised to act for the Client.
3.18The Company is entitled to limit the availability of the Application and/or Web Portal and the ability to register and enter into the Agreement at the Company's sole discretion.

4.TOKEN AND ACCOUNT

4.1The primary purpose and intent of the Token is to reduce the carbon footprint and greenhouse gas emissions and to help educate Clients about issues concerning environmental protection. The purpose of the Token is also to implement the Token Transfer. The Token is not intended for investment purposes.
4.2The Token is prorated to the Allowance, where one Allowance equals one hundred (100) Tokens. Thus, one Token is equivalent to one hundredth (1/100th) of the Allowance. However, for the purposes of the Disposal of the Allowance, one Allowance corresponds to one hundred and twenty-one (121) Tokens due to the fact that the Company is required to pay value-added tax on the Disposal of the Allowance. Should the rate of value-added tax change, the Company is entitled to unilaterally adjust the ratio of Token to Allowance pursuant to the preceding sentence to reflect the current rate of value-added tax that the Company is required to pay on the Disposal of the Allowance.
4.3The Client acknowledges that the current legal regulation of the Token and its disposition is only partial and incomplete and that this state of affairs and the interpretation of the legal provisions still in force may change in the future. The Client undertakes to fully respect such changes and related modifications to these GTC.
4.4The Client is fully aware of all risks associated with the Token, the Token Transfer and the nature and storage of the Token. In particular, the Client acknowledges that the Token's value is based on the existence and value of the Allowance, its liquidity and legal nature, with all risks arising therefrom. The Company does not provide, nor is capable of providing, liquidity in the market for Allowances; consequently, in particular, the Company cannot guarantee that in the event of reduced liquidity or the collapse of the market for Allowances, it will be able to sell Allowances held by the Company and subsequently settle the Tokens issued. Anticipated or possible increases in the value of a Token cannot be guaranteed. The past value of the Token is no guarantee of future increases in value; therefore, there is also a risk of fluctuations in the value of the Token.
4.5After depositing funds into the Account, the Client may request the Company to issue the Token. The funds in the Account are held in EUR. All payments are cashless. Funds in the Account shall not bear any interest.
4.6The Client is entitled to credit the Account with funds in EUR or CZK. In case of depositing funds into the Account in CZK, the relevant amount will be converted into EUR at the exchange rate of the Czech National Bank valid at the Conversion Time plus the amount specified in the Fee Schedule. Immediately after the Conversion Time, the deposit of the converted funds into the Account shall be displayed in the Application and the Web Portal. If the Client transfers funds to the Account in a currency other than EUR or CZK, the Client acknowledges that the funds will be converted at the applicable exchange rate and may be charged fees in accordance with the Fee Schedule and/or fees of the relevant bank; the other provisions of this Section shall not be affected.
4.7The Client is entitled to withdraw the funds in the Account, in which case the funds will be credited to the Client's bank account. The funds may be withdrawn only after Verification has been carried out. If funds deposited in the Account are withdrawn to the Client's bank account maintained in CZK, the appropriate amount shall be converted from EUR at the exchange rate of the Czech National Bank valid at the time of the exchange by the Company's employee, reduced by the amount specified in the Fee Schedule.
4.8The Company may temporarily block the Account in following cases:

a.Suspicion of unauthorised access to the Account;
b.Suspicion that a person other than the Client has made changes to the Account;
c.Doubts about the accuracy of the Client's personal data;
d.performing a Token Transfer, depositing or withdrawing funds from the Account in an unusual amount or volume;
e.Suspicion of a violation of legal regulations, especially in the area of money laundering;
f.Suspicion of a risk of harm;
g.Serious or repeated breach of the Client's obligation.

4.9The Company shall inform the Client about temporary blocking of the Account, unless the warning should violate legal regulation.

5.TOKEN TRANSFER

5.1The Client is entitled, but not obliged, to deposit funds into the Account, transfer funds therefrom to their verified bank account and/or execute the Token Transfer once the Agreement is concluded and becomes effective. The Client is entitled to make the Token Transfer only through the Application or the Web Portal and only with the Company or another Client. The Company is entitled to charge a fee for the Token Transfer according to the Fee Schedule. The Token Transfer via the Application and the Web Portal is operated by the Company. The Fee Schedule shall determine a minimum amount of each deposit of funds into the Account.
5.2The Application and the Web Portal display a current reference price of the Token derived from a market price of the Allowance, for which it is traded on the regulated market (Stock exchange), as well as the price that the Company offers to issue the Token, and the price that the Company offers to settle the obligation arising from issued Token.
5.3By publishing a price of the Token, the Company makes an offer to the Client to issue (an emission of) the Token. If the Client accepts the Company's proposal to issue the Token at the published Token price (referred to as "BUY" in the Application and Web Portal for the sake of simplicity), the Company will release the required number of Tokens to the Client and deduct the corresponding funds from the Client's Account.
5.4Following the issuance of Tokens, the Company will hold relevant number of Allowances in its own name in its own accumulated account under the Allowance Trading Act. The Allowances shall become property of the Company, and the Client is not entitled to transfer title to the Allowances or the right to redeem Allowances owned by the Company.
5.5The Company shall purchase Allowances solely at the expense and on behalf of the Company. The Client shall not be entitled to take possession of the Allowances in exchange for Tokens.
5.6By disclosing a Token price, the Company simultaneously makes an offer to the Client to settle the obligation arising from the issued Token. If the Client accepts the Company's offer to settle the liability from the issued Token at a disclosed Token price (referred to as "SELL" in the Application and Web Portal for the sake of simplicity), the Company is entitled to settle the Client's claim arising from the ownership of the Token, except for cases specified in the Documents, in particular in the GTC. The settlement of the Client's claim arising from the Token issued shall terminate the Token.
5.7The Token Transfer not involving the Company is carried out exclusively between Clients, i. e., between third parties holding the Account, and only through the Application or the Web Portal. The Client is not entitled to execute the Token Transfer with persons other than other Clients, nor is the Client entitled to use any means other than the Application or the Web Portal to perform the Token Transfer. A breach of any of the obligations specified in this Section shall be deemed an Event of Default.
5.8Upon the Client's request, the Company shall perform the Disposal of the Allowance in exchange for Tokens. If the number of Tokens intended for the Disposal of the Allowance is divisible by 121, the Company performs the Disposal of the Allowance in the appropriate number within three (3) business days. If the number of Tokens intended for the Disposal of the Allowance is not divisible by 121, the Company performs the Disposal of the Allowance to the extent of the number of Tokens not divisible by 121 only when the cumulative number of Tokens of all Clients to be used for the Disposal of the Allowance reaches 121. Along with the Disposal of the Allowance, the Company shall dispose of the Tokens used for the Disposal of the Allowance.
5.9The current number of Tokens and the EUR wallet balance is shown in the Account.
5.10The Company shall be entitled to refuse to deposit funds into the Account and/or execute the Transfer Token in following cases: (i) For reasons provided for by law; (ii) If the statements made by the Client in connection with the Agreement are not complete, accurate or true in all respects; (iii) If the Company has reasonable doubt that the Token Transfer has been made by the Client or a person authorised to act for the Client; (iv) If execution of such activity caused or could result in a breach of the law; (v) If the Client is in default of any monetary debt owed to the Company; (vi) If the Client has been adjudicated bankrupt; (vii) For operational reasons; (viii) Because of a potential conflict of interest between the Company and the Client; (ix) If the Client exceeds the maximum amount that may be credited to the Account in aggregate under the Agreement; (x) If the Company has insufficient number of Allowances available; (xii) The Token cannot be issued at the price asked by the Client or settled at the price offered by the Company; (xiii) The liquidity in the market for Allowances cannot be ensured (temporarily or permanently), which makes it impossible to sell Allowances owned by the Company in particular and/or (xiv) the price of the Token has not been disclosed. The Company shall be entitled to refuse to execute the Token Transfer under this provision retrospectively and no later than the end of the next business day.
5.11The Company is entitled to impose volume limitations on the CO2IN Services, without prior notice, particularly limitations on the number of Token Transfers per Client or the number of Tokens issued. The Company will inform about the said limitation through the Application or Web Portal so that no Token Transfer will take place.
5.12The Token Transfer shall be carried out during business hours and in accordance with the operating conditions of the Application, the Web Portal and the Company, or the persons performing, arranging or supervising the Token Transfers and, depending on the nature of the matter, other persons involved. If the Token Transfer cannot be carried out under the Documents, i. e., in particular, due to delays by third parties, non-functionality and/or failure of the Application or the Web Portal, the Company does not guarantee that the relevant Token Transfer will be carried out and shall not be liable for any damage, especially caused by (i) any delay between a Client's request and execution of the Token Transfer or (ii) the failure to execute the Token Transfer.
5.13The Company is entitled to retroactively cancel the Token Transfer, in particular an exchange of Tokens between Clients, if the Token Transfer violated legal regulations and/or the Agreement or if the transferred Tokens were obtained by a transferor in violation of the law and/or the Agreement.
5.14In the case of a Significant deviation, the Company and/or the Client can proceed with the following measures:

a.In the event that the Client is damaged as a result of the Significant Deviation, he contacts Company's help desk with a request to review price of the transaction; the Company will then review the given transaction and compare it with a price level of the Allowance on the Stock Exchange at given time; in the event of significant deviations, the Company will proceed to cancel the transaction in question; the Company informs the Client about the result of the review;
b.In case of a suspicion of damage to the Company as a result of the Significant Deviation, the Company will notify the Client of a revision of the transaction in question; the Company will then check that given transaction and will compare it with price level of the Allowance on the Stock Exchange at the given time; in the event of discovering the Significant Deviation, the Company will proceed to cancel the transaction in question; the Company informs the Client about the result of the review.

6.DECLARATION OF THE CLIENT

6.1The Client declares and confirms that the following statements are accurate and complete:

a.The Client, who is a natural entity, expressly declares that is a person over 15 years of age; the Client, who is a natural entity over 18 years of age, states that is fully capable of exercising his legal capacity and that his legal capacity is not restricted in any way; the Client, who is a natural person under 18 years of age, declares that is capable of concluding the Agreement, capable of acquiring rights and fulfilling obligations arising from the Agreement and that the conclusion of the Agreement and the fulfilment of obligations arising from the Agreement does not conflict with his financial and social circumstances;
b.By concluding the Agreement and performing the obligations arising therefrom, the Client does not violate any of its contractual or legal obligations or violate the rights of third parties;
c.The Client has obtained the consent of the other spouse if he has used funds from their joint assets;
d.The Client does not have any other Account registered prior to the conclusion of the Agreement, and after the conclusion of the Agreement has a single Account registered;
e.The Client has provided the Company with accurate and complete completion of all documents and statements required to be submitted by the Client and all information provided by the Client to the Company is true, complete and accurate;
f.The Client is not sanctioned under the relevant legislation on measures against the laundering of proceeds of crime and terrorist financing;
g.If the Client, a member of its statutory body or the beneficial owner of the Client, is a politically exposed person, the Client shall notify the Company of this fact;
h.The Client has been provided with basic information about the Company;
i.Prior to entering into the Agreement, the Client has familiarised himself with rights and obligations set out in the Agreement, respectively the GTC and other Documents; in the case the Client is a consumer, he has familirialised with terms and conditions of the CO2IN Services, information required by Section 1820 of the Civil Code, in particular the functionality of digital content and technical measures, and interoperability of digital content with hardware and software;
j.In connection with the execution of the Agreement, in particular, to assess the terms of the Agreement and the related documents, the Client has obtained or has had the opportunity to receive such advice and explanations from independent legal counsel and other professional advisors as it has deemed necessary and has not relied in this respect on any information provided by the Company, its legal representatives or its advisors;
k.Before entering into the Agreement, the Client has considered their ability to assess all risks associated with the Token and Token Transfer, as well as their financial and financial capabilities, and voluntarily and fully accepts these risks;
l.If one or more representatives represent the Client at the conclusion of the Agreement, such representative(s) shall be entitled to represent the Client in the same manner as has been done concerning the Company.

6.2If any statement referred to in Article 6.1 of the GTC becomes false, incomplete or incorrect, it shall constitute an Event of Default.
6.3Each of the declarations referred to in Article 6.1 of the GTC shall be deemed to be repeated in every moment of the term of the Agreement.

7.OBLIGATIONS OF THE CLIENT

7.1The Client is obliged to notify the Company without undue delay of any change in their data that he has provided to the Company and any facts and changes that may reasonably be expected to affect the CO2IN Services.
7.2Client agrees not to:

a.Use the Application or the Web Portal in a manner capable of harming the Company, other Clients and/or third parties;
b.Misuse the Application or the Web Portal for their own unjust enrichment or the unjust enrichment of a third party, including the purposeful misuse of the Application to obtain benefits, in particular, Achievement Rewards (both individually and in an organised group);
c.Require other Clients to make unauthorised or unreasonable payments;
d.Interfere, threaten and/or disrupt the operation of the Application or the Web Portal, in particular by use of computer viruses, trojan horses or other programs that could damage property of the Company and/or a third party;
e.Use the Application or the Web Portal for any illegal, fraudulent or unauthorised activity;
f.Use programs, equipment or other mechanisms and procedures that could adversely affect the operation of the Application or the Web Portal;
g.Obtain unauthorised personal data of other Clients, other Client's login info or facts that are subject to Company's trade secrets;
h.Engage in any activity that could damage, overload or disable any component of the Application or the Web Portal;
i.Use unsecured e-mail or communicate its Account password to any third party and/or use the Application or the Web Portal from unsecured access; the Client is responsible for ensuring his Account's password is difficult and unique enough to prevent it from being easily cracked, and that the Client shall not by any means share the password or let a third person access his account; if the Client discovers his account was breached by someone unauthorised, he is obliged to report it to the Company immediately.

7.3Breach of any obligation referred to in Article 7.2 of the GTC shall constitute an Event of Default.
7.4The Client shall use the Application or Web Portal for the purpose intended under the Agreement and the EULA. The Client shall comply with terms and conditions set out in the Documents.
7.5The Client shall notify the Company without undue delay after becoming aware that the Application or the Web Portal are defective, inoperable or that they have been infected by a computer virus.
7.6If a governmental authority takes action or steps affecting the Token Transfer, the Company shall be entitled to take such action or steps at its sole discretion in accordance with such governmental authority's action and measures to prevent any harm that may arise as a result of the governmental authority's action. Such action by the Company towards the Client shall be binding on the Client. If the government authority investigates the Token Transfer, the Client shall provide the requested cooperation and information in connection with the investigation of the Token Transfer.
7.7The Client is obliged to send the documents and deeds required by the Company in accordance with Documents without undue delay after becoming obliged to submit them.

8.ACHIEVEMENT REWARD

8.1The Company may provide the Client with the Achievement Reward for meeting sub-goals set by the Company within the Application or the Web Portal.
8.2The determination of objectives for which the Achievement Reward shall be granted to the Client and an amount thereof is entirely at discretion of the Company. The Company is entitled to cancel provision of the Achievement Rewards at any time.
8.3The Company shall be entitled to withdraw the Achievement Reward, along with the funds gained by selling Tokens corresponding to the Achievement Reward's value, already granted to the Client without refund if the Client has obtained the Achievement Reward by fraudulent conduct, disruption of the Agreement or binding regulations, misleading the Company and/or another Client, misusing the Application, the Web Portal and/or the Achievement Reward granted, or other similar conduct, not only from side of the Client but also from a third party (particularly another Client).
8.4Whether the Client receives an Achievement Reward or not is decided by the Company itself, The Client has no legal right to receive the Achievement Reward.

9.LIABILITY OF CONTRACTING PARTIES

9.1The Company does not guarantee to the Client total number of Tokens issued to other Clients (i. e., number of Tokens in circulation) nor total number of Clients.
9.2The Company shall not be obliged to compensate the Client for any damage caused in connection with performance of the Agreement, in particular, damage caused for the following reasons:

a.The Application, the Web Portal, the Account and/or the CO2IN Services are not be available 24 hours a day and/or seven (7) days a week;
b.The non-functionality or unavailability of the Application and/or the Web Portal and/or the Account and/or the CO2IN Services for any reason;
c.Insufficient internet connection by the Client;
d.Downloading of data stored on the Application and/or the Web Portal;
e.Computer virus attack and/or cyber-attack;
f.Information contained in the Application or the Web Portal or provided in connection with or pursuant to the CO2IN Service;
g.Misuse and/or other disruption of the Application, the Web Portal and/or the Account and/or any of the CO2IN Services by another Client and/or a third party;
h.Unauthorised access to the Application and/or the Web Portal or unauthorised actions made via the Application and/or the Web Portal by another Client and/or a third party;
i.Delay in settlement of the Company's obligation due to the default of a third party, in particular a bank, government authorities or a business partner of the Company involved in the operation of the Application, the Web Portal and/or provision of the CO2IN Services;
j.Force Majeure, i. e., causes beyond the Company's control or prevention, including, but not limited to, war, civil unrest, natural disaster, adoption of regulations by the state or supranational or international organisations, epidemics and/or measures taken because of an epidemic, etc.

9.3Limitations set out above shall apply whether or not there are foreseeable circumstances.
9.4Claims for damages of the Client, which is a consumer, arising from enforcement of statutory (mandatory) provisions for consumer protection shall not be affected.
9.5The Client uses the Application and the Web Portal at their own risk. The Client acknowledges that availability of the Application and the Web Portal may be limited.
9.6The Company shall not provide the Client with any legal, tax or accounting advice or any other advice regarding the Client's business or business strategy or other matters. Any information provided to the Client by the Company shall not be considered as an advice within the meaning of Section 2950 of the Civil Code, and the Company shall not warrant to any Client completeness or accuracy of information provided.
9.7The Client shall be obliged to compensate the Company for damages caused by Client's breach of an obligation arising from legal regulations or a contractual relationship with the Company based on the Agreement.
9.8The Company shall not be responsible for withholding to secure the Client's tax payments, nor for proper performance of Client's tax obligations. It is, therefore, Client's sole responsibility to ensure appropriate compliance with their tax obligations.
9.9The Company shall use its best efforts to process all transactions of the Client, in particular concerning the execution of Token Transfers, without undue delay or within the time limits specified in the Documents; however, the Company cannot be liable for the fact that such transactions are processed by the Company later or not within the agreed time limit unless a mandatory provision of law provides for such time limit. If the Company cannot process the Client's transaction without undue delay, the Company shall notify the Client via the Application or the Web Portal.

10.COMMUNICATION AND DELIVERY

10.1The Company and the Client shall preferentially use the Application, the Web Portal or electronic mail (e-mail) for mutual communication unless expressly excluded by the Contracting Parties. Other forms of communication between the Contracting Parties however, especially communication via provider of postal services, are not excluded.
10.2The Client is obliged to familiarise himself with content of any message delivered to him by the Company without undue delay.
10.3The Company and the Client will communicate in Czech or English unless otherwise agreed.
10.4Notices (or any communication under and/or in connection with the Agreement, including amendments thereto) shall be deemed to have been delivered when they come into the possession of the addressee, i. e., at the time when the Contracting Party may have become aware of their contents. In the case of a notice sent by the Company via the Application or the Web Portal, it shall be deemed to have been delivered at the moment the notice is entered into the Client's mailbox within the Application or the Web Portal.
10.5In case the Company sends to the Client a message through electronic mail (e-mail) on electronic address shared by the Client (basically electronic address provided by the Client during registration), while this electronic address turns out to be non-existent (e. g. the Company will receive an automatic notification about the address being non-existent) or this electronic address will not be able to receive new messages (e. g. the Company will receive an automatic notification about the electronic addresses mailbox being full), the Contracting Parties agree, that the effects of the message delivered by the Company, will take place on the day following the day of sending such message.

11.INTELLECTUAL PROPERTY RIGHTS

11.1Before closing the Agreement, the Customer confirms that he has been familiarised with EULA and will commit to its terms. A breach of Customer's duty and/or declaration stated by the EULA is considered as Event of Default.
11.2The Application and the Web Portal, as well as the content, including in particular texts, templates, photographs, logos, images, videos and software, are protected by intellectual property rights of the Company, another person from the Company's group or other third parties. The Client is obliged to refrain from any interference to such intellectual property rights.
11.3No provisions of the Agreement or any other Documents shall be construed as an agreement to acquire or assign any intellectual property rights in the Application, the Web Portal or its content.

12.DATA PROTECTION

12.1In operating the Application and the Web Portal and providing the CO2IN Services, the Company processes its Clients' personal data and prospective Clients of the CO2IN Services. In doing so, it complies with data processing and protection rules, in particular the GDPR and related legal regulations. For more information on personal data processing, please refer to the document Privacy Policy available on www.co2in.com.
12.2The Company shall be entitled to keep a record of all activities of the Client in the Application and the Web Portal in accordance with the Documents, including the taking of an audio recording when communicating with the Client by telephone. The Company is also entitled to use such records in accordance with the Documents.

13.ASSIGNMENT AND SET-OFF

13.1The Client is not entitled to assign any claim under the Agreement to a third party without the Company's prior written consent.
13.2The Client agrees that the Company may at any time unilaterally set off its due and undue receivables from the Client against any receivables of the Client from the Company, due and undue. The Company shall notify the Client of the set-off appropriately. The Client shall not be entitled to unilaterally set off their claims against any of their debts to the Company.

14.EVENTS OF DEFAULT AND CONSEQUENCES OF EVENTS OF DEFAULT

14.1If an Event of Default occurs, the Company shall be entitled to:

a.Suspend or restrict the provision of the CO2IN Services until the Event of Default and/or the consequences arising from such Event of Default has been remedied; and/or
b.Claim compensation for damages, including but not limited to damages, non-pecuniary damages, debt, legal costs, out-of-pocket expenses, tax liabilities, contractual penalties, liquidated damages; and/or
c.Instruct the Client to Remedy, including a possible term for a Remedy (decided by the Company); and/or
d.Withdraw from the Agreement; and/or
e.Terminate the Client's Account.
f.Take away Achievement Reward given in the context of the Event of Default, without any compensation, from the Client.

14.2The Company reserves the right not to re-enter into the Agreement with a Client whose Account it has previously terminated and/or with respect to whom it has previously withdrawn from the Agreement.
14.3The Client shall notify the Company immediately after becoming aware of an Event of Default.
14.4In case the Client creates a business Account, without having a business license, the Company is entitled to terminate this Account without any monetary compensation for Achievement Rewards earned in the past.

15.FEES

15.1The Client is obliged to pay the Company the Fees for the provision of the CO2IN Services, their nature and amount are regulated by the Fee Schedule.
15.2Fees shall be payable in accordance with the current Fee Schedule and due on the day on which the CO2IN Service is provided, which is charged according to the Fee Schedule.
15.3Reimbursement of the Costs, which the Client is obliged to pay to the Company under the Agreement, shall be due on the date the Company incurs the Costs.
15.4Should the Agreement be terminated, the Company is not obliged to refund any pro-rata portion of the Fee as per the Fee Schedule.

16.TERMINATION OF THE AGREEMENT

16.1The Agreement is concluded for an indefinite period.
16.2The Agreement shall be terminated in one of these ways:

a.By mutual agreement of the Contracting Parties;
b.By dismissal;
c.By resignation; or
d.By cancelling of the Account by the Customer.

16.3The Client is entitled to terminate the Agreement at any time. The notice period is one (1) month from the date of delivery of the notice to the Company. In such case, the Company shall settle the Tokens owned by the Client at a price stated in the Application or the Web Portal on the date of the Agreement termination and, if the price of the Token is not released on the date of termination of the Agreement, at a price disclosed immediately after such date.
16.4The Company is entitled to terminate the Agreement at any time. The notice period shall be two (2) months from the date of delivery of the notice to the Client. In such event, the Client shall be entitled to settle the Tokens in their possession against the Company at a price stated in the Application on the date of termination of the Agreement.
16.5The Contracting Parties are entitled to withdraw from the Agreement in the cases specified in the Agreement and/or the relevant legislation, particularly the Civil Code. Withdrawal shall become effective upon its delivery to the other Contracting Party.
16.6The Client, who is a consumer, is not entitled to withdraw from the Agreement within 14 days under the provisions of Section 1837 of the Civil Code, as the CO2IN Service, or the Token price, is dependent on financial market fluctuations independent of the Company's will, which may occur during the withdrawal period. For the avoidance of doubt, it is stated that even the Customer who is not a consumer does not have this right of withdrawal.
16.7The Client is entitled to cancel his Account instantly anytime, while simultaneously ending his Contract without any need for a prior notice or withdrawal from the Agreement. Possible remaining balance of Tokens and/or funds deposited in the Account will be irreversibly used by the Company to reduce emissions in that case, while the Customer loses his right to settle the obligation from the issued Tokens and/or withdrawal of funds stored on that cancelled Account. The Client is informed about this before the cancellation Account takes place.
16.8The Agreement does not terminate upon the Client's death or demising, and all rights and obligations shall be transferred to the heirs according to the relevant inheritance proceedings or to a legal successor of the Client.
16.9Upon termination of the contractual relationship between the Client and the Company arising under the Agreement, the Contracting Parties shall be obliged to settle their obligations existing at the date of termination of the Agreement, in particular, to pay all amounts due, unless stated otherwise by the Agreement.

17.CHANGE OF THE GTC

17.1The Company is entitled to unilaterally change the Documents, particularly the GTC and the Fee Schedule, under the conditions set out in the relevant legislation. The Company shall notify the Client of any such change no later than ten (10) days prior to the date on which the change is to take effect, by e-mail or via the Application or the Web Portal. The Client shall be entitled to reject such a change and terminate the Agreement by written notice, which in this case shall not be deemed to be electronic communication via the Application or the Web Portal. Should a termination as per the preceding sentence occur, the Agreement will become void on the day preceding the day on which the notified change to the Documents is to take effect.
17.2If the Client does not terminate the Agreement by the effective date of the change to the Documents, in particular, the GTC and/or the Fee Schedule, the Client shall be deemed to have agreed to the change. The Company shall expressly notify the Client of this consequence.
17.3The Client acknowledges and agrees that changes to the Documents, in particular to the GTC and/or the Fee Schedule, made for the benefit of the Client, or changes of a purely informative nature which are not determined by agreement of the Contracting Parties or which are caused by the addition of a new service of the Company or a feature of an existing product, which is not used by the Client and which does not impair the Client's position, the Company shall be entitled to make immediately, notwithstanding the procedure under Section 17.1 of the GTC. In such case, the Company shall be entitled to notify the Client of the change at least one day before the change takes effect.

18.OUT-OF-COURT SETTLEMENT OF CONSUMER DISPUTES

18.1The Company provides out-of-court handling of Client complaints via the e-mail address [email protected]. The Company shall send information regarding the handling or assessment of the Client's objection to the e-mail address from which the complaint was sent to the Company.
18.2Any disputes between the Client, who is a consumer, and the Company arising from the Agreement that could not be settled directly may be resolved using the out-of-court settlement of consumer disputes under Act No. 634/1992 Coll., on Consumer Protection.
18.3The Czech Trade Inspection Authority (Česká obchodní inspekce), with its registered office at Štěpánská 567/15, Postcode 120 00, Prague 2, the Czech Republic, is the entity authorised by law to resolve out-of-court consumer disputes in the Czech Republic.
18.4The out-of-court settlement of a consumer dispute shall be initiated exclusively at the Client's request, only if the dispute has not been resolved directly with the Company. The Client shall be entitled to submit a proposal for initiating the resolution of a consumer dispute within one (1) year from the date on which the Client first asserted their right, which is the subject of the dispute, with the Company.
18.5The application to initiate the resolution of a consumer dispute may be submitted in writing, orally on the record or electronically via the online form on the Czech Trade Inspection Authority website, signed with a recognised electronic signature, or sent via the person's data mailbox. Provided that the application is confirmed within ten (10) days or completed by one of the means referred to in the previous sentence, it may be submitted by other technical means, particularly by telefax or public data network without the use of a recognised electronic signature.
18.6The Client, who is a consumer, also has the right to initiate out-of-court dispute resolution online through the ODR platform established by the European Commission and available on the website www.ec.europa.eu/consumers/odr.

19.FINAL PROVISIONS

19.1Side oral agreements to the Agreement have not been made. Changes to the Agreement must be made in a written form, unless in the Documents it is clear otherwise. The same applies for the amendment of this provision about written form.
19.2Should any provision of the Agreement and/or the GTC become invalid, ineffective, void or unenforceable in any respect under applicable law, the validity, effectiveness, enforceability or legal sufficiency of the remaining provisions thereof will not be affected or impaired thereby. In such cases, the Company and the Client agree to replace such invalid, ineffective, apparent or unenforceable provision without undue delay with a valid, effective and enforceable provision that most closely matches the meaning and intent of the original provision.
19.3All information addressed to the Client regarding the CO2IN Service, including current versions of the Documents, shall be made available through the Application, Web Portal or other appropriate means.
19.4The GTC have been drawn up in the Czech and English languages. In case of a conflict between the language versions, the Czech version shall prevail.
19.5Agreement, other Documents and contractual relationship arising from them are governed by the legal code of Czech Republic. All disputes arising between the Contracting Parties from the Contract or in connection with this will be resolved exclusively by the competent courts in the Czech Republic, unless it follows otherwise from coercive (mandatory) legal regulations on consumer protection.

These GTC shall become valid and effective as of February 01, 2024.

GENERAL TERMS AND CONDITIONSGOVERNING THE CO2IN SERVICES

GENERAL TERMS AND CONDITIONS
GOVERNING THE CO2IN SERVICES