RESTRICTED JURISDICTIONS NOTICE

THE SERVICES (AS DEFINED HEREIN) WERE NOT DEVELOPED FOR, AND ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANY RESTRICTED JURISDICTION OR COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, INCLUDING THE CRIMEA REGION, CHINA, PAKISTAN, BANGLADESH, BHUTAN, NEPAL, MYANMAR, AFGANISTHAN, CUBA, IRAN, NORTH KOREA, PANAMA, SYRIA, RUSSIA, OR ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS”) OR ANY PERSON OWNED, CONTROLLED, LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED JURISDICTION OR A RESIDENT OF OR LOCATED IN ANY COUNTRY OR JURISDICTION THAT RESTRICTS ACCESS TO OR PROHIBITS USE OF DIGITAL ASSETS OR CRYPTO CURRENCIES (COLLECTIVELY, “RESTRICTED PERSONS”).

BY USING THE SERVICES, YOU REPRESENT THAT (I) YOU ARE NOT A RESTRICTED PERSON; AND (II) YOU (INCLUDING, IF APPLICABLE, YOUR REPRESENTATIVES, EMPLOYEES, OR ANY OTHER PERSON WITH ACCESS TO YOUR ACCOUNT) WILL NOT CONTROL YOUR USE OF THE SERVICES FROM WITHIN ANY RESTRICTED JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE NOT SUBJECT TO ECONOMIC OR TRADE SANCTIONS ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL AUTHORITY OR OTHERWISE DESIGNATED ON ANY LISTS OF PROHIBITED OR RESTRICTED PARTIES (INCLUDING BUT NOT LIMITED TO THE LIST MAINTAINED BY THE OFFICE OF FOREIGN ASSETS OR CONTROL (OFAC) OF THE U.S. DEPARTMENT OF THE TREASURY AND YOU ARE NOT LOCATED, INCORPORATED, OTHERWISE ESTABLISHED IN, A CITIZEN OF, OR RESIDENT OF, OR HAVE BUSINESS OPERATIONS IN ANY COUNTRY OR REGION SUBJECT TO A SANCTION REGIME, INCLUDING SECTORAL SANCTIONS IMPOSED BY THE EU, THE UN, UK, USA OR THE REPUBLIC OF PANAMA.

TERMS & CONDITIONS

These terms of use are entered into by and between you and Fair Fractal Corp. (“Company”, “we” or “us”). The following Terms and Conditions (“Terms”) govern your access to and use of P2P.me’s products and services, including our website, user interface and mobile wallet application (“P2P.me Wallet”), and any other related services or products (collectively referred to as the “Product”). By accessing or using any part of the Product, you agree to be bound by these Terms. If you do not agree, please discontinue your use of the Product immediately.

1. Access

By accessing or using our Product you represent and warrant that you are at least 18 years of age and able to form a legally binding contract with us. If you are under the age of 18 years of age, you must not use the Product.

Your access to and/or use of any Product is subject to these Terms herein and all applicable laws and regulations. By accessing, attempting to access and/or using our Product, you accept and agree to abide by these Terms. If you do not accept and agree to these Terms, please do not use our Product.

2. Modifications

We reserve the right to modify these Terms, at our sole discretion from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Terms, as indicated above. We reserve the right to modify, substitute, eliminate, or add to the Product; or review, modify, filter, disable, delete and remove any and all content and information from the Product.

3. Our Product

Interface:

The Product provides web and mobile access to a decentralised protocol on the Base Blockchain, which is a Layer 2 solution built on the Ethereum Blockchain. This Protocol enables users to interact directly with one another in a peer-to-peer manner. Our product only facilitates crypto to crypto transactions and all fiat based transactions happen outside of our Product.

The Product is separate from the Protocol and serves as one of several means to access it. The Protocol consists of three distinct versions, designated as v1, v2, and v3, each comprising open-source, self-executing smart contracts deployed across various public blockchains, including Polygon, Base, and Ethereum. We do not control or operate any version of the Protocol. The Protocol has been developed as a public good by an anonymous cohort of developers.

By engaging in the buying and selling of digital assets and fiat currencies and swapping between the two, you acknowledge that these transactions are not conducted with us. We do not operate any liquidity pools or control trade execution on the Protocol. All trades are executed by third parties, and liquidity pools are managed independently by such third parties, we only provide an interface.

The Protocol is not the Product. We do not control the Protocol and as a result of which you acknowledge and willfully undertake the inherent risks associated with the use of the Product.

P2P.me Wallet:

To access the Product, you must use a non-custodial wallet, the cryptographic private keys of which are retained solely by you. This means you maintain full control and ownership of your digital assets at all times. We do not have control over, nor do we have access to, the non-custodial wallets that you create on our platform. Please note that your use of the wallet will be governed by these Terms and Third Web’s terms and privacy policy, which can be accessed at Terms and Privacy Policy. We integrate Third Web as a third-party wallet service provider for P2P.me Wallet.

You hold the private keys and are therefore solely responsible for the security, management and ownership of your wallet and associated funds. We cannot recover your wallet or assist in the retrieval of any lost or forgotten private keys. It is your sole responsibility to ensure that your wallet is secured against unauthorised access, and you should take all necessary precautions to protect your private keys. By using a non-custodial wallet, you acknowledge and accept that we cannot facilitate transactions or provide support for wallet-related issues. We advise you to familiarise yourself with best practices for wallet security and to seek professional advice if needed.

Your profile information and reputation points will be publicly visible. However, your fiat transaction history will not be visible to us and will only be visible to the user you are interacting with for that specific transaction. We reserve the right to deduct reputation points and/or remove your username if you violate these Terms, applicable law or engage in harmful behaviour.

Other Product:

We may from time to time, in the future, offer additional products, and such additional products shall be considered a Product as used herein regardless of whether such product is defined in the Terms.

4. Sharing

We do not collect or share any personal information, except for wallet addresses and telegram usernames of liquidity providers. Your telegram username and profile information including reputation points and on-chain transactions are publicly available data. We have visibility over other aspects of the transactions between the users which occur off-chain.

We reserve the right to revoke access to your account and deduct reputation points at our sole discretion, based on your on-chain activity and transaction history thereby limiting your ability to interact with the Protocol. Further, access to your account may be restricted in order to comply with legal requirements as per court orders.

5. Intellectual Property

The Company owns worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Product and its associated usage including functionality, design, software, appearance and compilation of all information, images and content.

6. Acceptable Use

You may use our Product subject to these Terms. You agree to not engage in or attempt in any of the following categories of activities in relation to your access and use of our Product:

1. Intellectual Property Infringement: any activity that infringes upon any of our Intellectual Property as per these Terms.

2. Fraud and Misrepresentations: Commit any fraudulent acts or making statements or representations regarding your identity, transactions, or any other aspects related to your use of our Product.

3. Unauthorised access: attempt to gain authorised access to any part of the Product, the systems or networks connected to the Product, or any services owned or operated by us.

4. Disruption of Services: interfere with or disrupt the functionality of the Product, including but not limited to transmitting any harmful code, such as viruses, malware, denial of service attacks, ransomware or other malicious code. You will also not use, modify, distribute, tamper with, reverse engineer, disassemble or recompile the Product and will not introduce any computer virus, worm, time bomb, trojan horse, cancelbot, logic bomb or any other form of programming designed to damage, destroy or otherwise impair the Products functionality or operation for any user or liquidity provider.

5. Illegal Activity: engage in any activity that is illegal, such as soliciting information from anyone under the age of 18 or any activity that is otherwise harmful, threatening, abusive, or otherwise objectionable.

6. Sale of Stolen Property: buy or sell or transfer any stolen items, fraudulently obtained or any unlawful gain.

7. Data Mining: extract, aggregate or manipulate data from our Product for commercial purposes.

8. Violate any law: engage in any activities that use the Product to violate applicable laws or regulations, including those pertaining to financial transactions, data privacy, money laundering and other illicit activities.

9. Own Use: Use of the Product must be limited to your bank accounts alone. You are strictly prohibited from using the platform’s features to make payments to third-party bank accounts that are not owned or controlled by you. This includes any attempt to route funds to accounts not directly associated with you. Such activities may lead to immediate suspension or termination of access to the Product.

7. No Warranty

The Product is provided on an “as-available” and “as-is” basis, without any warranties of any kind. Your access to and use of our Product is permitted solely at our discretion. We make no warranties, whether express, implied or statutory, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, or any other warranties arising from a course of performance, dealing, or trade usage. We do not represent or warrant that any features or functionalities of our Product will be available, uninterrupted, or error-free, that any defects will be corrected, or that the Product will be free from hacking, ransomware, denial-of-service attacks, viruses, or other malicious code. You accept all risks associated with using our Product, including risks of temporary unavailability, data corruption, or loss of access to your assets or data. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of our Products. We do not own, or control the Protocol, which is run autonomously with the help of self-executing smart contracts on the blockchain and therefore no liability related to the functioning of the Protocol is attributable to us. This includes any direct, indirect, incidental, or consequential damages related to your use of the Protocol.

Any payments or financial transactions that you engage in will be processed either at the Protocol level with the help of automated smart contracts or directly between users in a peer-to-peer manner. Once orders for transactions are placed, we have no control over these payments or transactions, nor do we have the ability to reverse any such transactions. You acknowledge that your data and assets on the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment or devices), protocol changes by third-party providers, internet outages, force majeure events, or other causes either within or outside of our control.

8. Compliances and Tax Obligations

The Product may not be available for use in your jurisdiction. By accessing or using the Product, you agree that you are solely responsible for ensuring compliance with all applicable laws and regulations in your jurisdiction.

In particular, your use of our Product may have tax implications, including but not limited to income tax, goods and services tax, capital gains tax, sales tax, income tax and any other applicable taxes depending on your applicable jurisdiction. It is your sole responsibility to determine if taxes apply to any transactions, you initiate or receive, and to report, file, or remit the appropriate amounts to the relevant authorities.

You acknowledge that we are not responsible for reporting, monitoring, or tracking your transactions. It is your sole responsibility to manage and fulfil any reporting or compliance obligations related to your transactions. Furthermore, you acknowledge that these transactions are facilitated by the Protocol, and we merely provide an interface to access the Protocol.

9. Liquidity Provider Specific Obligations

As a Liquidity Provider, you acknowledge and accept that you are independently responsible for all aspects of your participation. This includes ensuring compliance with all relevant laws and regulations in your jurisdiction, including but not limited to Anti-Money Laundering (AML) obligations, tax and other reporting requirements. Additionally, if you are a liquidity provider to the Protocol via the Product, withdrawing your crypto or undertaking transactions may also result in your bank accounts being frozen or restricted and there may be limited recourse available for such bank freeze. You agree that any liability arising from non-compliance with these obligations rests solely with you, and you understand that we neither monitor nor manage these requirements on your behalf. You confirm that you have joined the network voluntarily, without solicitation or encouragement from us, and that your engagement is entirely self-directed.

Liquidity Providers are responsible for facilitating swaps between cryptocurrencies and fiat. All such transactions are conducted directly between Liquidity Providers and users without any involvement or oversight from us. As a result, we do not have visibility into these transactions, nor do we assume any liability for issues arising from them. Fiat settlements are conducted by Liquidity Providers through external channels that are beyond our control. We disclaim all responsibility for the legality, security, or outcomes of these transactions.

By participating as a Liquidity Provider, you acknowledge that all risks and responsibilities associated with your activities rest entirely with you. We do not provide legal, regulatory, or financial advice and are not liable for any actions taken against you as a result of your participation. You confirm that you have been adequately aware of your responsibilities and agree to hold us harmless from any claims, losses, or liabilities arising from your activities within the network.

10. Errors, Inaccuracies, and Omissions

The Product may contain errors, inaccuracies, or omissions, particularly in Product descriptions, availability, credentials or usage. We reserve the right but are not obligated, to correct any such issues or update information at any time.

By using our Product, you acknowledge that we cannot update, amend, delete, or restrict access to information users store on decentralised networks. While we have no obligation to modify or limit access to such information, we may do so at our discretion or when required by law.

11. Disclaimers and General Assumption of Risk

By accessing and using the Product, you represent that you are financially and technically sound enough to understand the inherent risks associated with using blockchain-based systems and products.

You understand that smart contract transactions automatically execute and settle transactions and these transactions are irreversible in nature. Our Product relies on novel and emerging technologies, such as Ethereum and Base. Some offerings are subject to increased risk through your potential misuse of public/private key cryptography, or failing to properly update or run software to accommodate protocol upgrades. By using the Product, you explicitly acknowledge and accept these heightened risks. You further understand that protocols present their own risks of use, and that supporting or participating in the protocol may result in losses if your participation violates the specific rules of that protocol.

12. Limitation of Liability

You expressly agree to assume all the risks associated with accessing and using our Product. By doing so, you agree that we are not liable for any lost profits, revenues, goodwill, direct, indirect, punitive, incidental, special, cover, business interruption, punitive, or consequential damages arising from your use or inability to use our Product. This applies regardless of whether the claim is based on contract, tort, or any other legal theory, even if we were advised or had the knowledge of the possibility of such damages.

We cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. We have no control over, take no responsibility for, and shall not be liable for the conduct of third parties, including threat actors. You further acknowledge and agree that we have no liability for the theft, loss, or compromise of your wallet keys or any other keys used to access digital wallets, nor for the consequences of any unauthorized access to your wallet or assets.

To the fullest extent provided by law, in no event will we, our affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Services, any websites linked to it, or any content on the Services or such other websites. This includes, but is not limited to loss of revenue or anticipated savings, of data, or any other indirect, special, incidental, consequential, or punitive loss or damages. The foregoing does not affect any liability that cannot be excluded or limited under law.

13. Indemnification

By assessing or using our Product, you agree to indemnify, defend, and hold harmless the Company, our affiliates, officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising or relating to (a) any violation of the applicable law; (b) these Terms; (c) any other third party use or access of our Product (d) your access or use of any of our Product; (e) any dispute between you and any other user of our Product or any of your customers or users.

14. Governing Law; Dispute Resolution

These Terms and any separate agreements whereby we provide you services, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes, tortious claims or claims) shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to principles of conflict of laws (whether of this or any other jurisdiction).

In the event of any dispute, we will use our best efforts to resolve any potential disputes through informal, good-faith negotiations. If any potential dispute arises, you must contact us by sending us an email, so that we can attempt to resolve it without resorting to formal dispute resolutions. If we are not able to reach an information resolution within 90 days of your email, then you and we both agree to resolve such potential disputes according to the following process set forth below:

Any controversy or dispute which arise out of these Terms must be decided by Arbitration, following an attempt at Conciliation, administered by the Panama Conciliation and Arbitration Centre (CECAP) in accordance with its procedural rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Panama City. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Republic of Panama. The arbitral award shall be final and binding on the Parties.

15. Severability

If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law or regulation of any jurisdiction, such provisions will be changed and interpreted to accomplish the objectives of the provisions to the greatest extent possible under any applicable law; and the validity or enforceability of any other provision of these Terms shall not be affected.

16. Not regulated

We are not registered with any regulatory body. You understand and acknowledge that we do not broker trading orders on your behalf. We do not facilitate, execute, or settle your transactions, all transactions are carried out directly between users on public distributed blockchains such as Ethereum and Base. Accordingly, we do not and cannot guarantee the best market pricing or execution through our Product. Any reference to pricing is merely indicative in nature and need not be an accurate representation of pricing available on the Protocol itself or elsewhere.

17. Changes to Terms

We reserve the right to amend or update these Terms at any time. Your continued use of the Product after a change shall constitute consent to the updated Terms.

18. Information About You and Your Visits to the Services

All information we collect on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Also note that, if you log into our Services using your social media accounts provided by third parties, all information you provide on the Services will be mirrored and available on those social media accounts as well. You specifically consent to this practice. All information on the social media channels you connect will be collected by the third party operators of those services, and subject to their privacy policies, so we encourage you to review those policies and understand them well, before connecting through your social media accounts.

19. Entire Agreement

The Terms of Use and, our Privacy Policy constitute the sole and entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

20. Your Comments and Concerns

All other Feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: compliance@p2p.me