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Terms and Conditions

THIS END USER AGREEMENT (the "Agreement") is a legal andbinding agreement between the EASTERN CARIBBEAN CENTRALBANK (ECCB) and “You” (hereinafter referred to as “User”), ofthe OTHER PART, (each a “party” and collectively referred toherein as “the Parties”), and sets forth the Terms andConditions governing the User’s participation in the ECCBDCash Pilot.

BY CLICKING THE CHECKBOX TO ACCEPT THE TERMS ANDCONDITIONS OF THIS AGREEMENT OR ACCESSING, USING ORINSTALLING ANY PART OF THE SOFTWARE, USER EXPRESSLYAGREES TO AND CONSENTS TO BE BOUND BY ALL OF THETERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TOALL OF THE TERMS OF THIS AGREEMENT, THE USER IS NOTAUTHORIZED TO ACCESS, USE OR INSTALL ANY PART OF THESOFTWARE.

The ECCB entered into an agreement with Bitt Inc., (“the Bitt IncAgreement”) an international business company duly incorporatedunder the laws of Barbados whose registered office is situate at 2ndFloor, Mahogany Court, Wildey Business Park, Wildey, St. Michael in theIsland of Barbados dated 21 February 2019 to develop and provide technology support for the Software (as defined below) in respect ofthe Pilot (as defined below).

The Parties hereby agree to the following TERMS AND CONDITIONS for participation in the Pilot:

1. INTERPRETATION

- "Agent" means a licensed financial institution authorised to perform specified agency functions on behalf of the ECCB in the Pilot.

- "DXCD" means EC digital cash/DCash issued by the ECCB.

- "End User/User" means a natural person who is a consumer of the distributed ledger for the Pilot for the purpose of transacting in DCash.

- "Licensed Financial Institution" in the context of this Agreement means a bank or non-bank financial institution licensed to conduct business in the member countries of the respective Participating Governments.

- "Merchant(s)" means business entities and government ministries and departments who are clients of the participating licensed financial institutions and participants in the Pilot.

- "Participant(s)" means the authorised licensed financial institutions and their business clients; Agents; Merchants and End Users who are part of the Pilot.

- "Participating Governments" means the signatories to the Eastern Central Bank Agreement 1983 (as amended).

- "Permissioned Access" means the access granted under Clause 6 of this Agreement.

- "Pilot" means the pilot project designed by Bitt Inc to construct a high security DXCD; a centralised private platform to create, issue, withdraw from circulation, verify, destroy, and re-issue DXCD; and an Eastern Caribbean Currency Union (ECCU) private permissioned blockchain platform leveraging IBM Hyper ledger.

- "Software" means the software to be developed by Bitt Inc. upon which the DXCD network platforms will be built.

- "Wallet" means a mobile application provided by the ECCB that allows a User or Merchant to perform DCash transactions which includes sending and receiving DCash, viewing transaction history and checking balances.

2. END USER RESPONSIBILITIES

  1. For the purpose of the Pilot, the User will transact in DCash for theexchange of goods and services which may include inter alia, cashout/cash in services.
  2. The User agrees to participate in the Pilot in accordance with theapplicable User guidelines or any other documentation as suppliedby the ECCB and not use or permit others to use informationobtained for any purpose other than in conjunction with the Pilot orin a manner described in the documentation for the Pilot.

3. END USER RESPONSIBILITIES

The ECCB will:

  1. Regulate and coordinate all Participants;
  2. Provide oversight and supervision of the Pilot;
  3. Establish and verify governing rules/protocol for the operation of the Pilot;
  4. Verify the security of wallet applications;
  5. Implement governance decisions in respect of the operation of the pilot; and
  6. Issue and redeem DCash.

4. ACCESSIBILITY

The User accepts that, from time to time, the Software may be inaccessible or inoperable for any reason, including, without limitation:

  1. equipment malfunctions;
  2. periodic maintenance procedures or repairs which the ECCB may undertake; or
  3. causes beyond the control of ECCB or which are not reasonably foreseeable by ECCB.

5. SECURITY

The User shall be solely responsible for the security, confidentiality and integrity of all information and content that it receives, transmits through and/or stores on the Software. The User shall be solely responsible for any authorised and/or unauthorised access to any of its accounts by any person. Each User agrees to bear all responsibility for the confidentiality of User’s security devices, information, keys,and/or passwords.

6. PERMISSIONED ACCESS

The ECCB hereby grants the User non-transferable permission based access to the Software for the Term and to use the Software in accordance with the stated terms and conditions and exclusively for purpose of the Pilot. For the avoidance of any doubt, nothing in this Agreement shall be construed as granting to the User any license or other right to or interest in the Software other than as stated in this Agreement.

7. USER REPRESENTATIONS AND WARRANTIES:

The User represents and warrants that:

  1. User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement;
  2. All information provided by User to the ECCB in connection with this Agreement is truthful, accurate and complete in all material respects and is not misleading in any material respect;
  3. User shall comply with all terms and conditions of this Agreement; and
  4. User has provided and will provide accurate and completeinformation as required for access, use or installation of the Software.
  5. Any data User receives, transmits through and/or stores on the Software complies with all applicable laws and regulations.

8. UNACCEPTABLE CONDUCT

The End User is explicitly prohibited from posting or transmitting any material that is threatening, defamatory, obscene, seditious,pornographic or abusive in breach of the privacy of any third party, in using the Software. The User is further explicitly prohibited from any conduct that has any fraudulent purpose or effect or that is technically harmful to the Software or that may give rise to criminal or civil liability or otherwise contrary to the law or infringe on the rights of any third party.

9. TERM AND TERMINATION

  1. This Agreement shall commence upon User’s acceptance as set forth herein and shall continue for six months or at the end of4the Pilot whichever is sooner (“the Term”). Any extension of the Term shall be agreed upon in writing between the parties to this Agreement.
  2. You may cancel your Digital Wallet at any time. A Digital Wallet can also be blocked from usage in transactions upon your instructions.
  3. The ECCB reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Software; (b) suspend the User’s access to or use of all or any portion of the Software; and(c) terminate this Agreement.
  4. The obligation to protect Confidential Information received under the Agreement shall survive any termination, expiration or non-renewal of this Agreement.

10. INDEMNITY

The ECCB shall indemnify the User against all liabilities, costs,expenses, damages and losses directly suffered or incurred by the User arising out of or in connection with any claim made against the User arising out of or in connection with the use of the Software o rparticipation in the Pilot. The ECCB’s total aggregate liability hereunder shall be limited to the monetary value of the financial transaction,provided however, that this indemnity shall not cover the User for claims against the User resulting from the User’s gross negligence or willful misconduct.

11. CONFIDENTIAL INFORMATION

Each Party agrees to use Confidential Information, as defined below,received from the other Party for the sole purpose of endeavours in respect of the Pilot.

Each Party shall not at any time during or after the term of this Agreement divulge or allow to be divulged to any person any confidential information, defined below, relating to the business or affairs of the ECCB or any Participant or any unpublished information in relation to the Pilot except -

  1. As is otherwise required by law;
  2. When lawfully required by any court of competent jurisdiction; or
  3. As is otherwise permitted in writing by the ECCB.

Where either Party is required by law or a Court of competent jurisdiction to disclose any Confidential Information, the Parties agreethat the Receiving Party will provide the Disclosing Party with prompt notice of such request or obligation unless notice of the requirement todisclose Confidential Information is prohibited by law or an Order of a Court of competent jurisdiction.

Each Party agrees to advise any third parties to whom Confidential Information is disclosed of its obligations under this Agreement and of the requirement for such third parties to maintain the confidentiality of the information disclosed to them. To the extent that any Confidential Information is stored within a computer system, each Party shall ensure that the Confidential Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement.

The Parties agree that the term "Confidential Information" shall mean any and all information which one party ("Disclosing Party") discloses to the other party (“Receiving Party”), either directly or through their agents or representatives, which is or may be related to:

  1. the business, present or future, of the Disclosing Party or its Affiliates or any entity regulated or supervised by any of the Parties,
  2. the technology or products of the Disclosing Party or its Affiliates or any entity regulated or supervised by any of the Parties,
  3. the research and development or investigations of the Disclosing Party or its Affiliates or
  4. the business of any customer of the Disclosing Party or its Affiliates or of any entity regulated or supervised by any of the Parties.

Notwithstanding the foregoing, Confidential Information expressly excludes information which is already in the public domain or may come into the public domain, through any source outside of this Agreement

12. OWNERSHIP

The User understands that the ECCB has no proprietary interest in the technology and material incorporated in the Software and that the grant of Permissioned Access is contingent upon the ECCB obtaining all necessary rights and licences thereto pursuant to the Bitt Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written among the parties with respect to the subject matter hereof. This Agreement may be amended or modified only upon the mutual written consent of both of the Parties.

14. GOVERNING LAW

This Agreement shall be governed and construed by the Laws of Saint Christopher and Nevis in every particular.

15. DISPUTE RESOLUTION

All material disputes and differences which shall at any time arise under this Agreement between the Parties whether during the Term or otherwise regarding the rights, responsibilities or liabilities of the Parties, shall be referred to arbitration in accordance with the Arbitration Act, CAP 03.01, of the Laws of Saint Christopher and Nevis.

16. SEVERABILITY

If any provision of this Agreement shall be held invalid, unenforceable or illegal, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provisions shall be enforced to the fullest extent possible in accordance with the mutual intent of the parties hereto.