LICENSE

TAAL WALLET LIMITED LICENSE AGREEMENT

1. Introduction
This limited license agreement (the “Agreement”) between Taal DIT GmbH (herein
referred to as “Taal”, “we”, “us” or “our”) and you (referred to in this
Agreement as “Licensee”, “you”, or “your” and collectively with Taal the
“Parties”), applies to your use of TAAL Wallet (as defined in Section 2.1
below). This Agreement sets out the limited license we are granting you to use
TAAL Wallet.  If you download and use the TAAL Wallet, you agree to be bound by
this Agreement and the other terms published from time to time by us.  If you do
not agree to be so bound YOU MAY NOT USE THE TAAL WALLET.

2. Definitions
2.1. In this Agreement and its recitals and Schedules hereto the following words
shall, when used as capitalised terms, bear the following meanings:
“Agreement” means this limited license agreement, including its appendixes and
any amendments to them as may be published by Taal from time to time.
“Data Protection Law” means any present or future Laws or regulations, or
guidance or codes of practice issued by an applicable regulator, relating to
data privacy, data security, or the use or processing of data relating to
natural persons.
“Documentation” means the user documentation made available by Taal in
connection with the TAAL Wallet and its underlying technology as set forth in
further detail in Annex 1.
“Laws” means all applicable laws, statutes, judicial decrees, regulations,
administrative rules, guidelines and agency staff reports, and any other
requirements issued by a governmental organization (including a transnational
governmental organization).
“TAAL Wallet" means the wallet software made available by Taal to Licensee as
further defined in the Documentation in Annex 1

3. License Grant
During the term of this Agreement and subject to the terms and conditions of
this Agreement, Taal hereby grants to Licensee a worldwide, revocable,
non-exclusive, non-assignable, non-transferable, non-sub-licensable license to
download and use the TAAL Wallet for any commercial and non-commercial use.

4. Your Representations and Covenants to Taal
4.1. Licensee shall at all times be in good standing in each jurisdiction in
which it is formed or operates, and shall comply with all applicable Laws of
your and your end users, customers and clients jurisdictions of formation or
operation.
4.2. Licensee represents and warrants that it (i) will comply with all
applicable Laws in all jurisdictions in which you or your end users, customers
and clients are formed or operate, including without limitation Laws relating to
privacy, Data Protection Laws, securities, anti-money laundering, terrorism
financing, and sanctions, and (ii) will be responsible for your end users,
customers and clients compliance with all such applicable Laws.
4.3. The Licensee will not use the TAAL Wallet in connection with any activities
that are illegal in your jurisdictions of formation and operation, including
without limitation drug trafficking, pornography, arms dealing, environmental
crimes, money laundering, terrorism, sanctions circumvention, human trafficking,
smuggling, or extortion.
4.4. Licensee shall at all times comply with Taal’s Code of Conduct and Business
Ethics Policy, as well as its Anti-Bribery and Corruption Policy.
4.5. Taal is authorized to monitor compliance with the requirements of this
Section 4 by Licensee and is entitled to request information on the fulfilment
of such requirements at any time.  In addition to any other remedy available to
Taal, non-compliance with any term of this Agreement entitles Taal to suspend or
terminate this Agreement with immediate effect.

5. Rights of Ownership and Back License
5.1. Taal retains all right, title, and interest in and to the TAAL Wallet,
Documentation, any other information or materials made available to Licensee,
and all modifications, enhancements and derivatives thereof (collectively,
“Licensor Materials”), excluding Licensee Modifications (as defined in Section
5.2 below).
5.2. Licensee shall own all modifications, enhancements and derivatives of the
TAAL Wallet made by or on behalf of Licensee (“Licensee Modifications”),
provided, however, that Licensee may not restrict any further developments of
the TAAL Wallet.
5.3. Licensee hereby grants a worldwide, non-exclusive, royalty-free,
irrevocable, perpetual, freely assignable and sub-licensable license to Taal and
its sub-licensees to copy, edit, modify, translate, include in a compilation or
collective work, publicly display, perform, distribute, broadcast, offer for
download, stream, publish or otherwise use all Licensee Modifications.  Taal
agrees to use this limited license in the Licensee Modifications for purpose of
maintaining interoperability for all users of the TAAL Wallet; provided that
Taal shall own all right, title, and interest in and to all modifications,
enhancements, and derivatives of the Licensee Modifications made by or on behalf
of Taal.  This allows builders on the Taal ecosystem to commercialize their
innovations built on top of the TAAL Wallet, while making all such innovations
openly available to all ecosystem participants.

6. Maintenance and Support
Taal has no maintenance and support obligations in connection with the TAAL
Wallet as it is an open-source software provided for the benefit of the Taal
ecosystem. The Licensee shall be responsible for providing maintenance and
support to its end users if it so chooses.

7. Payment and Charges
The TAAL Wallet is being provided pursuant to this Agreement as an open-source
software and free of charge.

8. Warranties and Indemnities
8.1. Licensee represents and warrants that it has all necessary and appropriate
permissions, rights, and powers to enter into and perform its obligations in
this Agreement.
8.2. Except as expressly provided in this Section 8, Taal provides the Licensor
Materials “as-is” and disclaims any and all warranties (whether express or
implied), to the extent possible under applicable Laws, including without
limitation warranties of merchantability, accuracy, fitness for a particular
purpose, freedom from viruses or other harmful code, title, non-infringement,
loss of data, or that the TAAL Wallet will be error free, and Licensee
acknowledges that it is using Licensor Materials at its own risk without
representations and warranties of the Taal of any kind.
8.3. Licensee shall indemnify, defend, and hold harmless Taal and its affiliates
and its and their respective directors, officers, shareholders, employees, and
representatives from any out-of-pocket costs, damages, losses, judgements,
fines, and expenses (including reasonable attorneys’ fees) arising from any
third party demands, claims, or proceedings (a) based on any facts that, if
true, constitute (i) a breach by Licensee of this Agreement, (ii) a breach by
any of your end users, customers and clients of any requirement under this
Agreement or a failure by Licensee to impose or enforce such requirement, (iii)
violation of any Laws applicable to Licensee, your end users, customers and
clients, including any Data Protection Laws or privacy Laws, or (iv) breach of
Licensee’s representations and warranties in this Agreement, or (b) arising from
any other software used by the Licensee or the Licensee Modifications.
8.4. Licensee agrees to indemnify and hold harmless Taal (and its respective
directors, officers, affiliates, agents, successors and assigns) from and
against any and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements) incurred by Taal as a result of a) the use of the TAAL Wallet by
the Licensee or the Licensee's clients, customers and end users, and b) any
inaccuracies in or breach of the representations, warranties or covenants made
by the Licensee herein, provided, however, that the Licensee shall not have any
obligation to any indemnitee under this Section 8 for any indemnified matter
caused by the gross negligence or willful misconduct of Taal, as determined by a
final judgment of a court of competent jurisdiction.

9. Data Protection
Licensee shall comply with, and is solely responsible for the conduct of your
own business in accordance with, all applicable Data Protection Laws and data
privacy Laws.

10. Limitation of Liability
10.1. Except as provided in Section 10.2 below, Taal shall not be liable to
Licensee or any third party, including any of your clients, customers or end
users, for (i) any consequential, incidental, special, punitive, exemplary or
indirect damages, regardless of whether such person or entity has been advised
of the possibility of such damages, including but not limited to loss of
anticipated profits or economic loss, or (ii) the fullest extent permitted under
applicable Law, any other damages for any claim or series of claims arising
under this Agreement.
10.2. Nothing in this provision, however, shall limit or exclude Taal’s
liability: (i) for death or personal injury directly and solely caused by the
TAAL Wallet, and excluding any applicable claims arising from the use of the
TAAL Wallet in combination with any materials, information, or software provided
by Taal or any third party; or (ii) for any deliberate, fraudulent or grossly
negligent breach of this Agreement by Taal or any liability, which cannot be
excluded under mandatory applicable Law.
10.3. For the avoidance of doubt, in no event shall Taal be liable for any of
the following losses or damages: loss of use, interruption of business, loss of
actual or anticipated profit (including, without limitation, loss of profit on
existing or expected contracts), loss of data (including, but not limited to
data which Taal expects Licensee to back-up regularly), third party claims
(including from patients), loss of revenue, loss of the use of money, loss of
currency or Tokens, loss of anticipated savings, loss of opportunity, loss of
goodwill, loss of reputation, loss of, damage to or corruption of data,
regardless of the form of action, whether in contract, breach of statutory duty,
tort (including, without limitation, negligence), strict liability, under penal
law, or otherwise.  For the avoidance of doubt, Taal is not liable for any loss,
delay, or breach of this Agreement arising out of any cause beyond its
reasonable control.
10.4. Notwithstanding anything to the contrary in this Agreement, Taal shall
have no liability whatsoever arising from: (a) any use of the TAAL Wallet not in
strict accordance with this Agreement or the applicable Documentation under
Annex 1; (b) any failure by Licensee to strictly comply with its obligations
under this Agreement or its failure to require or enforce applicable obligations
under this Agreement on any of your clients, customers or end users; (c) any
Licensee Modifications or any modification to or defect in the TAAL Wallet
caused, made, or introduced by or on behalf of Licensee or your clients,
customers or end users, or any malfunctioning equipment and/or system belonging
to you or your clients, customers or end users, or in your or their custody or
control; (d) access to or use of the TAAL Wallet allowed or authorized by
Licensee or your clients, customers or end users by any third party not properly
trained in its use; (e) combination of the TAAL Wallet with any third party
products or services; or (f) any information, materials, specifications or
instructions provided or used by Licensee or any of your clients, customers or
end users.

11. Term and Termination
11.1. This Agreement shall commence on the date you download or otherwise
acquire access to the TAAL Wallet.  You may terminate this Agreement by ceasing
all use of TAAL Wallet and deleting all copies of the TAAL Wallet in your
possession.
11.2. Taal may terminate this Agreement immediately if you breach any term of
this Agreement or if your usage of the TAAL Wallet breaches any applicable Law.
For the avoidance of doubt, failure by Licensee to require or enforce applicable
terms and conditions on its clients, customers and end users shall constitute a
breach of this Agreement.
11.3. Additionally, Taal may terminate this Agreement without reason at its
discretion by providing thirty (30) days written notice published on the Website
or through other generally available media.
11.4. This Agreement is automatically terminated upon:
i. the other Party is dissolved, ceases to conduct all (or substantially all) of
its business, is or becomes unable to pay its debts as they fall due, is or
becomes insolvent or is declared insolvent or convenes a meeting or makes or
proposes to make any arrangement or composition with its creditors;
ii. an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the other Party; or
iii. an order is made for the winding up of the other Party, or a resolution is
passed for its winding up (other than for the purpose of a solvent company
reorganization where the resulting entity will assume all the obligations of the
other Party under this Agreement.

12. Applicable Law and Jurisdiction
12.1. This Agreement shall in all respects be governed by and construed and
interpreted in accordance with the laws of Switzerland with the exclusion of the
Vienna Convention on the International Sale of Goods dated April 11, 1980 and
the conflict of law rules.  The English language shall prevail in the
interpretation and construction of this Agreement.
12.2. All disputes arising out of or in connection with the present contract
shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with the said
Rules.  Place of Jurisdiction shall be Zürich and the arbitration shall be held
in English.
12.3. To the extent permitted under applicable Laws, Licensee undertakes not to
bring or participate in any class action lawsuit, class-wide arbitration, claims
brought in a representative capacity, or any consolidated claims as to any
claim, dispute or controversy that you may have against Taal or its affiliates.
Licensee agrees to the entry of injunctive relief to stop such a lawsuit or to
remove it as a participant in such lawsuit.  Licensee agrees to pay the
attorneys’ fees and court costs that Taal incurs in seeking such relief.  This
provision preventing Licensee from bringing, joining or participating in class
action lawsuits and other consolidated claims is an independent agreement and
does not constitute a waiver of any of Licensee’s rights and remedies to pursue
a claim individually, and not as a class action, in binding arbitration as
provided above.  Further, unless both Parties agree otherwise in writing, the
arbitrator may not consolidate Licensee’s claims with any third party’s claims,
and may not otherwise preside over any form of a representative or class
proceeding.  If this specific provision is found to be unenforceable, then the
entirety of this arbitration provision shall be null and void.
12.4. This Agreement is solely between Taal and Licensee.  Nothing in this
Agreement is intended to create third party beneficiaries, including with any of
your clients, customers or end users.

13. Miscellaneous
13.1. Entire Agreement; Amendments:  Absent a specific written agreement between
the Taal and the Licensee that supersedes this Agreement, this Agreement
contains the entire understanding of the Parties with respect to the license of
the TAAL Wallet.  This Agreement can be amended by Taal by posting an updated
version on its Website ten (10) days in advance of such amendment.
13.2. Survival:  Article 5, 8 10 and 12 and this Section 13.2 shall survive the
termination of this Agreement.
13.3. Severability: The Parties agree that if any provision or part of a
provision of this Agreement shall under any circumstances be deemed invalid,
inoperative or otherwise not enforceable, the Agreement as a whole shall remain
valid and the invalid or inoperative provision or part of a provision shall be
replaced by a provision which the Parties would have agreed on in good faith if
they had been aware of the invalidity of the respective provision.
13.4. No Waiver: No act, delay or omission on a Party’s part in exercising any
right or remedy shall operate as a waiver of such or any other right or remedy.
No single or partial waiver by a Party of any provision of this Agreement, or
breach or default by the other Party, or of any right or remedy, shall operate
as a waiver of any other provision, breach, default, right or remedy or of such
provision, breach, default, right or remedy on a future occasion.
13.5. Independent Contractors: Taal and Licensee are independent contractors,
and except to the extent required by law, no agency, partnership, joint venture,
employee-employer or franchisor-franchisee relationship is intended or created
by this Agreement.