END USER LICENSE AGREEMENT (EULA)

ACCEPTANCE OF EULA – Proper Money

By using this website (“Proper Money Website”, (https://Proper Money.io)), registering for a Proper Money account(“Account”) or using any other Proper Money services, you (“you, your, or yourself”) are agreeing to accept and comply with the terms and conditions of use stated below (“Terms of Use”) as well as our Privacy Policy (“Privacy Policy”). You should read the entire Terms of Use carefully before using this Site or any of the Proper Money Services. If you have questions regarding this agreement, please feel free to contact Proper Money for clarification via our Customer Support team.

IF YOU DO NOT ACCEPT THE TERMS OF USE AND CONDITIONS OUTLINED IN THIS AGREEMENT, PLEASE STOP THE USAGE OF Proper Money AND ANY OF ITS SERVICES

By opening an Account, you expressly represent and warrant:

That you have accepted these Terms of Use; and

That you are at least 18 years of age and have the full capacity to accept these Terms and enter into virtual currency transactions.

Proper Money reserves the right to modify the Terms of Use at any time and at its sole discretion. Notice of these changes will be given by updating the revised Terms of Use on the Site at which time they will be considered effective.

By registering to use a Proper Money Account, you have affirmed that you are at least 18 years old and are an individual, legal person or other organization with full legal capacity to enter into this User Agreement between you and Proper Money. If you are not, you and your guardian shall undertake all consequences resulting from your actions and Proper Money shall have the right to cancel or freeze your account in addition to filing claims against you and your guardian for compensation.

PROHIBITION OF USE

By accessing and using Proper Money and any of its services, you acknowledge and declare that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalent. Proper Money maintains the right to select its markets and jurisdictions to operate and may restrict or deny its services to certain countries. The content of this Agreement shall not be excluded from the laws of the country under which the user belongs. Proper Money maintains its stance that prohibited users are not to use or access Proper Money and any of its services.

DESCRIPTION OF SERVICES

Proper Money provides an online social media platform and digital art and collectibles for virtual collectibles. Proper Money does not provide fiat trading capabilities on its platform and as such is not subjected to the stringent regulations that come with it. Proper Money functions as a content sharing and digital collectibles platform provider and is not a buyer or seller in trades made between traders. Proper Money is also not a market maker. Users must register and open an account with Proper Money and deposit digital assets prior to commencement of purchases. Users may request the withdrawal of their digital assets, subject to the limitations as stated in the Terms and Conditions.

Proper Money strives to maintain the accuracy of information posted on its website however it cannot guarantee the accuracy, suitability, reliability, completeness, performance, or fitness for purpose of the content through the website and will not accept liability for any loss or damage that may arise directly or indirectly from the content. Information on the Proper Money website can be subjected to change without notice and is provided for the primary purpose of facilitating users to arrive at independent decisions. Proper Money does not provide investment or advisory advice and will have no liability for the use or interpretation of information as stated in its website or other communication mediums.

All users of Proper Money must understand that there are risks involved in trading. Proper Money encourages all users to exercise prudence and trade responsibly within their own means.

While Proper Money emphasises platform security to ensure the continuity and security of its services (announcements will be made in event of downtime/maintenance), it will be non-accountable to Act of God, malicious targeted hacking, terrorist attacks and other unforeseen circumstances. Proper Money reserves the right to cancel, rollback or block transactions of all type on its platform in event of abnormal transactions. Proper Money will not ask for any password from its users nor ask users to transfer funds that are not listed on its trading platform. Users are encouraged to exercise prudence in dealing with discounts or promotions that could lead to them getting scammed. While the list is non-exhaustive, you agree that Proper Money will not be held responsible for any losses arising from the situations stated above.

GUIDELINES FOR USAGE OF SERVICES

You hereby agree to observe the following covenants during your use of services on Proper Money:

All the activities that you carry out during the use of Proper Money Service will be in compliance with the requirements of applicable laws, regulations, as well as the various guidelines of Proper Money,

will not be in violation of public interests, public ethics or other’s legitimate interests,

will not constitute evasion of payable taxes or fees and will not violate this agreement or relevant rules.

If you violate the foregoing promises and thereby cause any legal consequence, you shall independently undertake all of the legal liabilities in your own name and indemnify Proper Money from all actions, claims, or costs arising from such violation. You will not use any data or information displayed on the site for commercial purposes without the prior-written consent of Proper Money. You will use the site in accordance with the Terms of Use and Privacy Policy, without taking acts of unfair competition nor attempting to intervene with the normal operation of Proper Money. Examples of such malicious acts include, but are not limited to:

By accessing the Proper Money Service, you agree that Proper Money shall have the right to unilaterally determine whether you have violated any of the above covenants and take actions to apply relevant rules without receiving your consent or giving prior notice to you. Examples of such actions include, but are not limited to:

If your alleged violation causes any losses to a third party, you shall solely undertake all the legal liabilities in your own name and hold Proper Money harmless from any loss, fine or extra expenses. If, due to any alleged violation Proper Money incurs any losses, is claimed by any third party for compensation or suffers any punishment imposed by any administrative authorities, you shall indemnify Proper Money against any losses and expense caused thereby, including reasonable attorney’s fee.

PROVISION OF SERVICES

Proper Money will provide the Proper Money Services at an “as is” and “commercially available” condition and does not offer any form of warranty with regards to the Service’s reliability, stability, accuracy and completeness of the technology involved. Proper Money serves merely as a venue of preview and transactions where information can be acquired, and transactions can be conducted. Proper Money cannot control the quality, security or legality of the product involved in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations under the rules. You must carefully consider the associated investment risks, legal status and validity of the transaction information and investment decisions prior to your use of the Proper Money Service provided.

Proper Money ACCOUNT REGISTRATION & REQUIREMENTS REGISTRATION

All users must register at (https://Proper Money.io) for a Proper Money Account before using the site. To register for an account, you must provide your real name, email address and password, as well as accept the Terms of Use and Privacy Policy. Depending on certain conditions and in our sole discretion, we may refuse to open an account for you.

USER IDENTITY VERIFICATION OR KYC

The creation and use of your Account may be subject to verifications, as required by statutory and regulatory obligations incumbent on Proper Money. You agree to provide us with the information we request for the purposes of identity verification, compliance with know-your-customer rules, as well as detection of money laundering, terrorism financing, fraud or any other financial crime. The requested information may include Personal Data (please refer to our Privacy Policy). By providing us with the information we request, you confirm that it is true and accurate, and agree to inform us in case of change concerning such information. Your Account will be blocked until we will satisfied with the information you have provided and determine in our sole discretion that it is sufficient to validate your Account. In the meantime, you will not be allowed to terminate your Account or request the deletion of the Personal Data processed in the course of verification operations.

ACCOUNT USAGE REQUIREMENTS

Proper Money accounts can only be used by the person whose name they are registered under. Proper Money reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. Accordingly, Proper Money will not take legal responsibility for these accounts.

ACCOUNT SECURITY

Proper Money prioritizes maintaining the safety of those user assets entrusted to us and has implemented industry standard protections for our platform. With that said, there are account-level risks that are created by individual user actions. We request that you understand the need to independently take safety precautions to protect your own account and personal information.

You shall be solely responsible for the safekeeping of your Proper Money account and password on your own, and you shall be responsible for all activities under your log-in email, Proper Money account and password (including but not limited to information disclosure, information posting, consent to or submission of various rules and agreements by clicking on the website, online renewal of agreement, etc.).

You hereby agree that:

You will notify Proper Money immediately if you are aware of any unauthorized use of your Proper Money account and password by any person or any other violations to the security rules;

You will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the website/service; and

You will log out from the website by taking proper steps at the end of every visit. Proper Money will not be responsible for any loss or consequences caused by your failure to comply with the above Account Security provision.

TRANSACTION FEE SCHEDULE

For information on Proper Money’ transaction fee schedule (“Transaction Fee Schedule”), please see our Transaction Fee Schedule page here:

Your acceptance of these Terms of Use is considered to be your acceptance of our Transaction Fee Schedule. We reserve the right to change, modify, or increase our Transaction Fee Schedule at any time. Any change to our Transaction Fee Schedule will be posted for at least three calendar days before it takes effect. You agree that by logging into your account and using Proper Money following any change to our Transaction Fee Schedule, you are agreeing to our new Transaction Fee Schedule.

You agree to pay all fees associated with or incurred by your use of Proper Money.

DISCLAIMER OF DAMAGES

IN NO EVENT WILL Proper Money, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES,ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICEOR OTHER ITEM PROVIDED BY OR ON BEHALF OF Proper Money, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF Proper Money).

LIMITATION OF LIABILITY

IN NO EVENT WILL THE LIABILITY OF Proper Money, ITS AFFILIATES AND THE IRRESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS,EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THIS SITE, THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Proper Money, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF Proper Money) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO Proper Money UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

INDEMNIFICATION

You will defend, indemnify, and hold harmless Proper Money, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to

Your use of, or conduct in connection with, the usage of this Site and Proper Money services;

any Feedback or User Content you provide;

Your violation of these Terms of Use; or

Your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Proper Money (or, at Proper Money’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Proper Money wishes to settle, and if so, on what terms.

DISPUTE RESOLUTION

Proper Money reserves the right to resolve issues and disputes at its sole discretion. Some issues include infringement of others’ rights, violation of laws and regulations, abnormal trades and others not explicitly mentioned in the Terms. Users agree to bear the costs arising from the process of dispute resolution.

TERMINATION OF AGREEMENT

You may terminate this agreement with Proper Money, and close your Account at any time, following settlement of any pending transactions limit, suspend or terminate the service and Members’ Accounts, prohibit access to the Site and its content, services and tools, delay or remove hosted content, and take technical and legal steps to keep Members off the Site if we suspect that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate Accounts of Members for any reason, including without limitation:

attempts to gain unauthorised access to the Site or another Member’s account or providing assistance to others’ attempting to do so

overcoming software security features limiting use of or protecting any content

usage of the Service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities,

violations of these Terms of Use,

a failure to pay or a fraudulent payment for Transactions,

unexpected operational difficulties, or

upon the request of law enforcement or other government agencies.

We expressly reserve the right to cancel and/or terminate Accounts that have not been verified by the Client despite efforts made in good faith by Proper Money to contact you to obtain such verification (“Unverified Accounts”). All Unverified Accounts which have been inactive for a period of 6 months or more are further subject to transfer to a third-party escrow (the “Unverified Escrow”) and will no longer be maintained or under the legal responsibility of Proper Money. The administrator/trustee of the Unverified Escrow shall make any and all additional reasonable efforts required by law to determine and contact each Unverified Account owner and, after suitable effort and time has been expended, we may be required to send the residual virtual currencies send to a national authority responsible for the safekeeping of such funds.

REMAINING FUNDS AFTER ACCOUNT TERMINATION (NORMAL CIRCUMSTANCES)

Once the account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to Proper Money) on the account will be payable at once to Proper Money. Upon payment of all outstanding charges to Proper Money (if any), the user will have 5 working days to withdraw all funds from the account.

REMAINING FUNDS AFTER ACCOUNT TERMINATION (FRAUD/AML/VIOLATION OF TERMS)

Proper Money maintains full custody of the funds and user data/information which may be turned over to the authorities in event of account suspension/closure arising from fraud investigations, AML investigations or violation of Proper Money’s Terms (trading on Proper Money from a sanctioned country).

USER GENERATED CONTENT (USG) POLICY

Proper Money censors hate speech/hate groups and related content, snuff/murder/torture/gore related content and groups, content on terrorism or to promote terrorism, and child (minors) abuse and/or child (minors) pornography related content and groups.

If a user is found disseminating such content, a first warning note will be issued through the platform system notification and user email. A second warning of a similar nature will warrant an account suspension of 30 days, and a third offence will result in the offending user account being terminated without further notice.

COMPLIANCE WITH LOCAL LAWS

It is the responsibility of the user to abide by local laws in relation to the legal usage of Proper Money in their local jurisdiction. Users must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All users of Proper Money and any of its services acknowledge and declare that the source of their funds come from a legitimate manner and are not derived from illegal activities. Proper Money maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the account and funds of users which are flagged out or investigated by legal mandate.

PRIVACY POLICY

Proper Money may announce and amend its privacy policy on the platform of Proper Money from time to time and the privacy policy shall be an integral part of this Usage Agreement.

ENTIRE AGREEMENT

These Terms of Use, our Privacy Policy, and our API Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Proper Money as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Terms of Use).

QUESTIONS, FEEDBACK AND COMPLAINTS

If you have any questions, would like to provide feedback, or would like more information about Proper Money, please feel free to contact us at support@Proper Money.io. If you would like to lodge a complaint, please contact our Customer Support Team using one of the following methods:

email support@Proper Money.io using the email address on record for your User Account; or message our customer support or admin directly with the in-app chat functionality.

Terms of Use for Dexy Pass and DEXYNAUTS

Definitions

The terminology used in the Terms will be defined as the following:

  1. “Users” are customers who use the service.
  2. “The service” is the service provided through the Proper Money application or the official site via the internet. In this case, we call the service “Dexy Pass” and “DEXYNAUTS”.
  3. “Dexy Pass” is an in-service pass that provides additional virtual content through a rewarding system, giving users with virtual point for completing specific tasks.
  4. “DEXYNAUTS” is a customizable avatar that users can use as profile picture of their Proper Money account.
  5. “Star Crate” is a purchasable virtual content that users can use to obtain additional items for “DEXYNAUTS”.
  6. “Payment Processor” is a platform provider that the Company uses for payment processing in connection with the service.
  7. “The official site” is the official companion site of the service, including customer support.
  8. “Virtual Content” is a generic term for the products and services available at no cost within the service, including, without limitation, virtual point, “CHAKRA (CHK)”, virtual currency, “Koins”, and other items, which may be used within the service to access certain features, functions, and other virtual content. In this service, we call virtual point “CHAKRA (CHK)” and virtual currency “Koins”.

Price of the Service

  1. The service is free to start; however, we may permit you to use “real-world” money to buy in- service Virtual Content. In this case, we call the service “Dexy Pass Premium.” Certain features of the service, including certain Virtual Content, may be unavailable if not purchased (such as double rewards). We may from time to time, and at our sole discretion, provide opportunities for users to acquire certain Virtual Content at no cost or as bonus content (including bonus CHAKRA) when you acquire other Virtual Content. For the avoidance of doubt, free content, including bonus CHAKRA, will not be considered “purchased” for legal purposes.
  2. The subscription period of “Dexy Pass Premium”, by default, will refresh every month, the service will expire once the particular has ended.
  3. You may only purchase Virtual Content in the amount and at times permitted by us in our sole discretion, and only for your personal use. We may change the price and availability of virtual content at any time.
  4. Users will pay for Virtual Content in accordance with the payment terms stipulated separately by the Payment Processor.
  5. You agree that you will not cancel or reverse any charges for such Virtual Content or otherwise attempt to defraud us. In the event that your credit card company refuses payment for an amount credited to your account, we will have the right to delete previously acquired Virtual Content and cease access to all other Virtual Content.
  6. If a dispute should arise between a User and a Payment Processor regarding the payment of the Fee, the User will be responsible for resolving the dispute. To the fullest extent permitted by applicable law, we will not accept any responsibility for the dispute. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

No Return / Refund Policy

FEES THAT HAVE BEEN PAID BY USER FOR THE VIRTUAL CONTENT CANNOT BE EXCHANGED FOR CASH OR CREDIT UNLESS REQUIRED BY LAW. YOU ALSO ACKNOWLEDGE THAT WE WILL NOT REFUND MONEY OR OTHER COMPENSATION WHEN AN ACCOUNT IS CLOSED, UNLESS REQUIRED BY LAW, REGARDLESS OF WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY. Certain jurisdictions may provide additional statutory rights, including a cooling-off period that allows you to withdraw from a purchase. Nothing herein is meant to limit your return, cancellation, or refund rights for your purchase of the Paid Services under local law.

Changes to the Service and the Terms

  1. We may, at any time, modify the contents of the service (including the Virtual Content) without notifying you. Installation of the updated version of the application may be required in order for you to continue using the service.
  2. We will modify the contents of the Terms at will as it becomes necessary.
  3. If we change the Terms, that information will be published within the service or on the official site. Changes to the Terms will take effect the moment they are published through the service or the official site. We will consider your continued use of the service as acceptance of the updated Terms.

Personal Information Privacy

Personal information provided to us through the service by a User will be handled in accordance with the Privacy Policy (https://pr0per.vercel.app/privacy-policy), which we may modify from time to time as we determine necessary.

Intellectual Property Rights

Users will not obtain intellectual property rights, claim rights, or any other rights whatsoever to any of the contents contained in the service, including, without limitation, User data, aggregate information, or other information relating to the use of the service.

Terms of Use for Koins Redemption

Definitions

The terminology used in the Terms will be defined as the following:

  1. “Users” are customers who use the service.
  2. “The official platform” is the official app of the Company.
  3. “Virtual Currency” is a generic term for the “Koins”, which may be used within the official platform to access certain features, functions, and other virtual content.
  4. “Payment Processor” is a platform provider that the Company uses for payment processing in connection with the service.
  5. “The official site” is the official companion site of the service, including customer support.

Redemptions

  1. Users are required to perform the redemption on the official site (Proper Money.io/user/profile).
  2. Users are required to set up a receiving account via our payment processor, “Wise” (https://wise.com/) and make sure that they have the receive funds by email feature enabled.
  3. The funds will be sent to the email address provided by the users via our payment processor, “Wise”.
  4. The funds received by the users will be in US Dollar (USD) via our payment processor, “Wise” .
  5. Redeemed funds will be processed within 2-3 business days (excluding weekends and public holidays).
  6. Redemptions are non-returnable, non-refundable, and non-exchangeable with other virtual content.
  7. The redemption request cannot be cancelled upon submission and we assume no responsibility or liability for any errors or omissions in the information that you provided for the redemption. Users are hereby obligated to thoroughly review and verify the accuracy of their information before proceeding.
  8. We reserve the right to cancel/terminate/reject the redemption request in the event that the email provided is unavailable on our payment processor, “Wise” .
  9. Users can redeem up to 25,000 “Koins” per month. This limit will reset at the start of every month.