1. General

By accessing and using our website (www.veridiom.io), its sub-domains and any services accessible thereon (together, the Website) you agree to the following terms of use (collectively, these Website Terms). Please read these terms carefully. If you do not agree to all of the terms set out in these Website Terms, please do not use the Website or any services, information, links or content contained on the Website. Your access to and use of the Website constitutes your acceptance of and agreement to abide by these Website Terms for the benefit of Veridium Labs.

Veridium Labs is made up of different legal entities, including Veridium Labs Token Foundry Limited, Veridium Labs Limited, Eco Smart Labs SEZ and references to Veridium Labs, we, us or our in these Website Terms are references to the relevant company operating the Website from time to time.

These Website Terms may be modified, changed, supplemented or updated by Veridium in its sole discretion at any time without advance notice. We suggest that you visit this page regularly to keep up to date with any changes. Your continued use of the Website will confirm your acceptance of these Website Terms as modified, changed, supplemented or updated. If you do not agree to such revised terms you must stop using the Website and any information, links or content contained on the site.

Certain services available on our Website may require your acceptance to additional terms of use, which supplement these Website Terms.

2. Third- Party Content

We may display third-party content, advertisements, links, promotions, logos and other materials on the Website for your convenience only. We do not approve of, control, endorse or sponsor any third parties or third-party content, and we make no representations or warranties of any kind regarding third-party content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content. Veridium Labs is not responsible or liable for your use of or interaction with any third-party content. We are not responsible for any of the content on third-party sites linked to the Website nor have we reviewed or approved of such sites or their content. We do not warrant that the links to these third-party sites work or are up-to-date.

3. Individual User Content

If you post, upload, input, provide or submit your personal information to us, including by way of example only, your name, email address, IP address, cryptocurrency wallet address, text, code or other information and materials, create an account on the Website or provide any feedback to us, you must ensure that the content provided by you is true, accurate, up to date and complete and that any such content does not breach or infringe the intellectual property rights of any third-party. We do not endorse any user content that is transmitted, stored or processed via the Website or which is sent to us and we are not responsible or liable for any such content. If you post content to the Website you are solely responsible and liable for all such content and represent and warrant to Veridium Labs that (i) you own all intellectual property rights (or have obtained all necessary permissions) to provide that content to us; (ii) your content will not violate any agreements or confidentiality obligations; and (iii) your content will not violate, infringe or misappropriate any intellectual property right or other proprietary right, including the right of publicity or privacy, of any other person or entity.

All personal information is processed by us in accordance with our privacy policy which can be found at https://www.veridium.io/privacy. Our Privacy Policy also sets out, among other things, information about cookies on our Website.

You agree to notify us immediately of any unauthorized use of any content you have posted to the Website or any other breach of your security which may affect Veridium Labs. We will not be liable for any loss or damages that you may incur as a result of someone else using your content. However, you could be held liable for losses incurred by Veridium Labs or another party due to someone else using your content. You may not use anyone else's content at any time without the permission of that person or entity.

By posting, uploading, inputting, providing or submitting your content to us, you grant Veridium Labs and its affiliates and partners a non-exclusive, worldwide, perpetual, right and permission to use, reproduce, copy, edit, modify, translate, reformat, create derivative works from, distribute, transmit, publicly perform and publicly display your content and to sub-license such rights to others. Any content submitted by you on the Website may be accessed by us globally.

Although we have no obligation to screen, edit or monitor content posted by users of the Website, we reserve the right, and have absolute discretion, to remove, screen or edit such content. Furthermore, if we have reason to believe that there is likely to be a breach of security, breach or misuse of the Website, if you breach any of your obligations under these Website Terms or for any other reason at our discretion, we may suspend your use of the Website or any services available thereon at any time.

4. Feedback

If you decide to submit questions, comments, suggestions, ideas, original or creative materials or other information to us you do so at your own risk and not based on any request or solicitation from us. We reserve the right to use your feedback for any purpose at no charge and without compensation to you. Do not send us feedback if you expect to be paid or want to continue to own or claim rights to it. If you decide to send us feedback, you acknowledge and understand that Veridium Labs makes no assurances that your feedback will be treated as confidential or proprietary.

5. Acceptable Use

You must only use content on the Website for its stated purposes. You must not use the Website to:

• publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libelous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;
• display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;
• interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of the Website;
• violate any applicable laws or regulations;
• use the Website or links on the Website in any manner that could interfere with, disrupt, negatively impact or inhibit other users from using the Website or links on the site or that could damage, disable, overburden or impair the functioning of the Website or our servers or any networks connected to any of our servers in any manner;
• create a false identity for the purpose of misleading others or otherwise misrepresent yourself to be another person or a representative of another entity or otherwise misrepresent that you have an affiliation with a person, entity or group;
• mislead or deceive us, our representatives and any third parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information;
• disguise the origin of any material transmitted through the services provided by the Website (whether by forging message/packet headers or otherwise manipulating normal identification information);
• violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party);
• upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property;
• send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising or any other form of unauthorized advertising or promotional material;
• access any content, area or functionality of the Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of this site;
• obtain unauthorized access to or interfere with the performance of the servers which host the Website or provide the services on this site or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
• attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
• obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or its services;
• harvest or otherwise collect, whether aggregated or otherwise, data about others including email addresses and/or distribute or sell such data in any manner;
• use any part of the Website other than for its intended purpose; or
• use the Website to engage in or promote any activity that violates these Website Terms.

6. Aggregated Information

We may gather information and statistics collectively about all visitors to the Website which may include the information supplied by you. This information helps us to design and arrange the Website pages in a user-friendly manner and to continually improve the site to better meet the needs of our users. We may share aggregate data with selected third parties to assist with these purposes. All personal information is processed by us in accordance with our Privacy Policy.

7. Intellectual Property

Veridium Labs retains all right, title and interest in and to the Website and its products and services, including all copyright, patents, trade secrets, trademarks, trade names, logos, slogans, custom graphics, button icons, scripts, videos, text, images, software, code, files, content, information and other intellectual property rights and nothing on the Website may be copied, imitated or used, in whole or in part, without our express prior written consent. Veridium Labs reserves all rights not expressly granted.

You must not reproduce, adapt, store, transmit, distribute, print, display, commercialize, publish or create derivative works from any part of the content, format or design of the Website.

Nothing in these Website Terms will be construed as conferring any right or license to any patent, trademark, copyright or other intellectual property or proprietary rights of Veridium Labs or any third party by implication or otherwise.

You may include hyperlinks to the homepage of our Website on websites owned by you, provided you do so in a way that is fair and legal, does not damage our reputation or take advantage of it and is otherwise in compliance with these Website Terms and you comply with any requests by us to remove any hyperlink. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw such permission without notice.

8. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Veridium Labs and each of our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (i) your access to or use of the Website, products or services; (ii) your content; (iii) any feedback you provide; (iv) any links you provide to our Website; and/or (v) your violation of these Website Terms.

We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification pursuant to these Website Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and Veridium Labs.

9. Disclaimer

The Website and all information, products and services provided through it are provided "as is" and on an "as available" basis without any representations, warranties, promises or guarantees whatsoever of any kind including, without limitation, any representations, warranties, promises or guarantees regarding the accuracy, currency, completeness, adequacy, availability, suitability or operation of the Website, any products or services we may provide through it or the information or material it contains.

Veridium Labs disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation: (a) any warranty with respect to the content, information, data, services, availability, uninterrupted access, or services or products provided through or in connection with the Website; (b) any warranties that the Website or the server that makes it available are free of viruses, worms, Trojan horses or other harmful components; (c) any warranties that the Website, its content and any services or products provided through it are error-free or that defects in the Website, its content or such services or products will be corrected; (d) any warranties of title or implied warranties of merchantability or fitness for a particular purpose; (e) any warranties that the Website will be compatible with your computer or other electronic equipment; and (f) any warranties of non-infringement. The materials and related graphics published on the Website could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on the Website. Veridium Labs may make improvements and/or changes to, or cease to make available, the Website, its products, services and/or the materials described or available on the Website at any time.

In addition, to the maximum extent permitted by law, Veridium Labs shall not be responsible or liable for:

• (a) any loss, liability, cost, expense or damage suffered or incurred arising out of or in connection with any access to or use of the Website or any of its content;
• (b) any reliance on, or decision made on the basis of, information or material shown on or omitted from the Website;
• (c) any representation or otherwise in respect of the existence or availability of any job, vacancy, assignment or other engagement or appointment advertised on the Website (if any) and any representation or otherwise that we have or will ask for a candidate's information, will or have asked to interview or hire a candidate, or that any candidates will meet our needs;
• (d) any matter affecting the Website or any of its content caused by circumstances beyond our reasonable control;
• (e) the performance of the Website and any fault, delays, interruptions or lack of availability of the Website and any of the services or products provided through the site, which may occur due to increased usage of the Website, intermittent failures of the site or the need for repairs, maintenance or the introduction of new facilities, products or services; and
• (f) any information or material on any website operated by a third party which may be accessed from the Website.

In no event will Veridium Labs be responsible or liable for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether Veridium Labs has been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with: (i) the use or performance of the Website; (ii) any provision of or failure to provide the Website or its services (including without limitation any links on the Website); (iii) any information available from the Website; (iv) any conduct or content of any third party; (v) unauthorized access, use or alteration of the transmission of data or content to or from us; or (vi) the failure to receive in any way the transmission of any data, content, funds or property from you. In no circumstances will the aggregate liability of Veridium Labs arising under these Website Terms exceed USD$100.00.

10. General

These Website Terms are governed by the laws of the Cayman Islands. All claims arising out of or relating to these Website Terms will be litigated exclusively in the courts of the Cayman Islands and we and you consent to personal jurisdiction in those courts.

These Website Terms control the relationship between us and you. They do not create any third-party beneficiary rights.

If you do not comply with these Website Terms, and we don't take action right away, this doesn't mean that we are giving up or waiving any rights that we may have, such as taking action in the future.

If it turns out that a particular term of these Website Terms is not enforceable, the term will be modified such that it is enforceable and this will not affect any other terms contained herein.

If you have any questions regarding these Website Terms, please contact us at compliance@veridium.io. To ensure your query is dealt with as swiftly as possible, please include the subject line "Website Terms".

Last updated: 28 September 2018

VERIDIUM LABS TOKEN FOUNDRY LIMITED

Know-Your-Client / Anit-Money Laundering Policy

Last updated: 28 September 2018

This policy (the Policy) sets out the know-your-client (KYC) (commonly also known as customer due diligence) and anti-money laundering process for the offering of VERDE and/or CARBON Tokens (Tokens) by Veridium Labs Token Foundry Limited (Veridium Labs, we, us or our).

Please read the following carefully to understand our requirements for each purchase of Tokens. In order to purchase and receive any Tokens following their creation, you must provide the required KYC to a standard which is satisfactory to Veridium Labs (and/or our duly appointed agents, representatives or nominees). Failure to provide KYC to the satisfaction of Veridium Labs will result in Tokens not being distributed to you.

Veridium Labs is committed: (i) to ensure that the Tokens and the Veridium Labs platform are not used in association with any money laundering, terror financing, evading of sanctions or otherwise to facilitate criminal activity; and (ii) to comply with relevant and applicable anti-money laundering and terrorist financing rules and regulations. This Policy reflects this risk-based approach and, in particular, tracks the requirements of the BVI Anti-Money Laundering and Terrorist Code of Practice 2008 (as amended with effect from 1 August 2018), notwithstanding that Veridium Labs currently falls outside the scope of this regulation.

1. Outsourcing

Veridium Labs has collaborated with Coinfirm Ltd., a third-party provider, to assist with the KYC process for the Token offering. Coinfirm Ltd. offers services which can assist Veridium Labs in ‘white-listing’ potential purchasers of Tokens by, among other services: (i) validating and corroborating internet protocol (IP) addresses, name and residential address details and government issued documents; (ii) searching both individuals and corporations against sanctions, politically-exposed-persons and terrorist lists; and (iii) risk scoring sources of funds to prevent contributions from known ‘bad’ wallets or addresses.

2. Jurisdictional and sanction restrictions

Purchasers of Tokens are obliged to represent and warrant to Veridium Labs (and to certain other persons) that they are not Restricted Persons. The Tokens are not being offered to any Restricted Persons and Restricted Persons are strictly prohibited from receiving or purchasing the Tokens.

A Restricted Person is any person who is, or any person purchasing Tokens on behalf of (i) a U.S. Person; (ii) a citizen, resident (tax or otherwise) of, or a person located or domiciled in any Restricted Jurisdiction or any entity, including without limitation, any corporation, partnership, trust or unincorporated entity, created or organized in or under the laws of any Restricted Jurisdiction; or (iii) a person under the age of 18 years.

A Restricted Jurisdiction means: (i) the United States (being the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction); (ii) Canada; (iii) any FATF high-risk jurisdiction or a FATF jurisdiction with strategic deficiencies; or (iv) any jurisdiction for which the sale of Tokens, or any offer or solicitation in respect of the Tokens, would require registration or licensing or otherwise would be unlawful or which restricts or licenses the activities of the kind that can be accessed or used through the Veridium Labs platform.

A U.S. Person means a green card holder of the United States, a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a partnership or other entity created or organized in or under the laws of the United States, a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust or (ii) the trust properly elected to be treated as a U.S. Person, or any person falling within the definition of the term “United States Person” under the U.S. Securities Act of 1933 or under any other applicable rules or regulations.

3. Required documents

Through Coinfirm Ltd., applicants will be required to submit documents for verification prior to being permitted to receive Tokens. The type of documents requested will depend on the type of applicant and will be subject to the discretion of Veridium but will, in the most part, follow the guidelines below.

Individuals

Individuals will be required to provide the following information:

• i. a copy of the individual’s passport, identity document or other government-issued and photo-bearing identification document;
• ii. documentary evidence of the individuals’ permanent residential address (such as a bank or credit card statement or utility bill); and
• iii. in certain cases, verification of the source of funds to be used to acquire Tokens.

Companies

Companies will be required to provide the following information:

• i. a copy of the entity’s certificate of incorporation;
• ii. a copy of the memorandum and articles of association or by-laws of the entity or its equivalent governing constitution;
• iii. where the company is regulated, details of the regulatory regime and regulator;
• iv. a description of the company’s activities and, in certain cases, verification of the source of funds to be used to acquire Tokens; and
• v. satisfactory evidence of identity for each underlying beneficial owner of the company who owns, controls or is otherwise entitled to, directly or indirectly, at least 10 per cent of the entity and at least two directors of the company (as set out in ‘individuals’ above).

Partnerships and unincorporated entities

Partnerships will be required to provide:

• i. a copy of the certificate of registration, where registered, and the partnership agreement or articles of partnership or other constitutional documents;
• ii. a description of the entity’s activities and, in certain cases, verification of the source of funds to be used to acquire Tokens; and
• iii. satisfactory evidence of identity for each underlying beneficial owners of the entity who owns or otherwise is entitled at least 10 per cent of the entity and any partner or other controlling officer relevant to the application for Tokens (as set out in ‘individuals’ above).

Trusts

Trustees acting on behalf of a trust will be required to provide:

• i. confirmation of the type of trust, the nature and place of the activities of the trust and, in certain cases, verification of the source of funds to be used to acquire Tokens; and
• ii. satisfactory evidence of identity for each of the settlor, trustees or protector of the trust and, where Veridium Labs determines that the trust presents other than a low level of risk, the beneficiaries of the trust (as set out in ‘individuals’ above).

4. Standards of due diligence

Reduced due diligence

Veridium may, at its discretion, choose to waive certain KYC requirements applicable to any purchaser of Tokens where the amount to be paid by the purchaser is less than USD 10,000, or the equivalent in any fiat or cryptocurrency, unless: (i) Veridium Labs has reasonable grounds for believing (whether at the date of application for tokens or subsequently) that the purchase of Tokens is linked to one or more other purchases, the aggregate amount of which would equal or exceed USD 10,000 (or its equivalent); or (ii) Veridium Labs or any person handling the purchase on behalf of Veridium Labs knows or suspects that the purchase involves money laundering.

Veridium Labs may further, at its discretion, choose to waive certain KYC requirements for other applicants where permitted pursuant to applicable laws and regulations.

Such waivers are at the sole discretion of Veridium Labs.

Enhanced due diligence

Veridium Labs may, at its discretion, enhance its KYC requirements where it feels it necessary or desirable to do so. In particular, such enhanced due diligence may be required where a purchaser is identified as:

• i. an individual who is or has been entrusted with prominent public functions and members of his or her immediate family, or persons who are known to be close associates of such individuals (being ‘politically exposed persons’);
• ii. involved in a business activity, or having an ownership structure, or requesting such volume of Tokens, in each case that is complex or unusual, having regard to the risk profile of the purchaser or where the entity exhibits an unusual pattern of transactions or does not demonstrate any apparent or visible economic or lawful purpose; or
• iii. located in a country that is either considered or identified as a high risk country or that has international sanctions, embargos or other restrictions imposed on it.

We have the discretion to request certified copies of any documents to be provided under this Policy. We will request such certified copies if we consider that non-certified copies provided may not be authentic, may be doubtful or we generally have concerns regarding non-certified copies or the purchaser.

Such enhancements are in the sole discretion of Veridium Labs.

High risk countries mean countries which:

• a. are subject to sanctions, embargos or similar restrictive measures imposed by the United Nations, European Union, or other regional or international organisation of which the British Virgin Islands is a member or associate member, or of which the United Kingdom is a member and the sanctions, embargos or similar measures have been extended to the British Virgin Islands by an Order in Council, through the exercise of any Royal Prerogative or otherwise; or
• b. have otherwise been identified by regulatory bodies to which Veridium Labs is subject as being high risk.

5. Contact and responsible person

If you would like to contact us regarding this Policy, please send us an email at compliance@veridium.io. To ensure your query is dealt with as swiftly as possible, please include the subject line “KYC Policy”.

Veridium Labs has appointed a compliance officer whose duty it is to ensure effective implementation and enforcement of this Policy.

6. Privacy Policy

Any information collected by Veridium Labs pursuant to this Policy will be retained in accordance with our Privacy Policy which is found on our website.

Any information shared between Veridium Labs and Coinfirm Ltd. will be subject to a data sharing agreement whereby Veridium Labs will seek to ensure any information processed by Coinfirm Ltd. Coinfirm Ltd. Coinfirm Ltd. for Veridium Labs shall be processed in line with Veridium’s Privacy Policy and any data protection legislation to which Veridium Labs is subject.

7. Updates to information

Where the information provided by you to us pursuant to this Policy becomes out-dated between the date provided and the date on which the Tokens are issued to you, or the information provided otherwise proves to be incorrect, you shall notify Veridium Labs as soon as possible and provide updated or corrected information.

8. Veridium Labs Platform

This Policy applies to initial purchases of Tokens pursuant to an offering by Veridium Labs. Additional KYC may be required to participate on the Veridium Labs platform and your ability to participate as such may be subject to you providing such additional documents or assurances.

9. Right to refuse or cancel and obligations to report

We reserve the right to refuse or cancel Token purchase requests at any time in our sole and absolute discretion, whether pursuant to non-compliance with this Policy or otherwise. In such an event, any consideration paid by you shall be dealt with in accordance the applicable terms of sale.

It is further noted that Veridium Labs will be under an obligation, pursuant to applicable laws and regulations, to report to the relevant authorities any transactions where it knows, or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in money laundering.

10. Changes to this Policy

We may update this Policy from time to time and we encourage you to periodically review this page.

Last updated: 28 September 2018