“ROSEON FINANCE”

                                            TERMS AND CONDITIONS

These Terms and Conditions ("T&Cs") comprise the full terms and conditions under which Roseon Finance (the "Company"), will provide its software services, including the RoseonApp, RoseonX, RoseonAI Bot, Rox Chain, website, and any other related services (collectively, the "Roseon Platform", the "Platform", or "Roseon") to any user of the Platform (“the User").

The Company and the User may be referred to throughout this document singly as a “Party” as well as jointly as the “Parties”. This document constitutes the entire agreement between the Parties with respect to the access and usage at any level of the Platform and the supply of any of its services or activities, and supersedes all prior understandings or agreements, whether written (by email or any other format) or verbal. By accessing or using the Platform in any way, the User accepts these terms for themselves and any entity they represent, including all affiliated parties. Usage of the Platform indicates that the User has read, understood, and irrevocably accepted all terms herein. IF THE USER DOES NOT ACCEPT AND/OR UNDERSTAND THESE T&Cs, HE SHALL NOT USE ANY OF THE SERVICES OR ACTIVITIES WITHIN THE ROSEON PLATFORM. The invalidity or unenforceability of any provision of these T&Cs will not adversely affect the validity or enforceability of the remaining provisions. All notices and other communications required or permitted to be served or given shall be in writing (including by email). Any heading, caption, or paragraph title contained in these T&Cs is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.

1. DEFINITIONS AND INTERPRETATIONS

1.1. In addition to any definitions contained within the body of these T&Cs, the following terms will have the meaning and will be interpreted as follows:

1.1.1. “Blockchain” - a digital ledger of transactions that is duplicated and distributed across a network of computer systems.

1.1.2. “Exchange” – an entity (“Centralized Exchange” or “CEX”) or a set of Smart Contracts (“Decentralized Exchange” or “DEX”) facilitating the swap of different Digital Token and/or of Digital Token and fiat currencies.

1.1.3. “Binance Smart Chain” or “BSC” – Binance Smart Chain (BSC) is a blockchain network fostered by the Binance Exchange built for running smart contract-based applications.

1.1.3. “Ethereum” – a fully decentralized blockchain network built for running smart contract-based application and based on the Ether token.

1.1.4. “Digital Token” – a cryptographically-secured representation of a token-holder's rights to receive a benefit or to perform specified functions.

1.1.5. “Smart Contract” – programs stored on a blockchain that run automatically and independently when predetermined conditions are met.

1.1.6. “DeFi" –  or “Decentralized Finance” is a blockchain-based form of finance applications that do not rely on central financial intermediaries such as brokerages, exchanges, or banks to offer traditional financial instruments, and instead utilize smart contracts on blockchains.

1.1.7. “Stablecoin” – a Digital Token that aims to maintain a non-volatile, stable value through the use of different mechanics, like pegging to a fiat currency, to other Digital Tokens, to a mixed basket thereof, or through the application of algorythmic and/or mathematical formulas.

1.1.8. “Liquidity Mining” - means providing liquidity by locking Digital Tokens  in  DEXs, in exchange for fees and other rewards, typically denominated in another Digital Token affiliated to or issued by the DEX.

1.1.9. “Yield Farming” – means providing liquidity to DeFi protocols that offer fees and rewards also in other Digital Tokens to make the asset provision more attractive in terms of total return.

1.1.10. “NFT” – “Non-fungible tokens” are Digital Tokens with unique identification codes and metadata that distinguish them from each other, so that they become “non-fungible”, meaning they cannot be traded or exchanged at equivalency.

1.1.11. “USDT”/”USDC” – “USDT” or “Tether” is a Stablecoin issued by Tether International Ltd. and pegged 1-to-1 with the U.S. Dollar. “USDC” is a Stablecoin issued by the Circle company and consortium and pegged 1-to-1 with the U.S. Dollar.

1.1.12. “ROSX”  - “ROSX” is a utility token used within the Platform for additional discounts, advantages and benefits.

1.1.13. "Perpetual Trading" – means derivative trading contracts without expiry dates that allow leveraged trading

1.1.14. "Position Fee" – means the fee charged or paid to open or close a trading position

1.1.15. "Funding Rate" – means the periodic payment between long and short position holders

1.1.16. "DePIN" – means Decentralized Physical Infrastructure Network

1.1.17. "Trading Signals" – means automated trading recommendations generated by artificial intelligence algorithms

1.1.18. "Leverage" – means the use of borrowed funds to amplify potential trading returns

1.1.19. "Liquidity Pool" – means a collection of cryptocurrency funds locked in a smart contract

1.1.20 "AI" - means Artificial Intelligence

2. SERVICES

2.1. The Company offers to the User access and use of the Roseon Platform, which includes, together with other minor and/or ancillary services, the following main services and/or products (the "Services"):

2.1.1. Savings; a service allowing the User to lock for a variable period of time his Digital Tokens and earn a certain reward;

2.1.2. Swaps; a service that provides integration to a number of CEXs and DEXs allowing the User to access the best Digital Token liquidity at the current best available rates.

2.1.3. Portfolio Manager; a software tool that allows the User  to create, monitor and automate rebalancing of his own crypto portfolio.

2.1.4. Yield Farm; a software tool and component that allows the User to earn different Digital Tokens through Liquidity Mining or Yield Farming.

2.1.5. Wallet; a secured custodial service allowing Users to deposit on the Platform their own Digital Tokens.

2.1.6. NFT Gallery; a tool and service allowing to view, bid or sell digital art or other  collectibles in NFT format, integrating access to different NFT marketplaces.

2.1.7. User Experience (“UX”); the graphical interface through which the Platform enables the User to access and operate seamlessly the Platform and all of its Services.

2.1.8. ROSX and VIP Program; the integration within the Roseon Platform of ROSX for the purpose of granting access to all of the Platform’s elements and services, offering discounts to the Platform’s fees and participated in the “VIP Program” tiered loyalty reward system.

2.1.9. Roseon Launchpad; a service in which the Company users can participate in selected initial public token sales from emerging blockchain startups curated by the Company. This service is provided by the Company only as an access of convenience to selected IDOs/ICOs/Token distributions, and explicitly discharging any responsibility in terms of compliance, regulatory status in any jurisdiction and success of the startup or the tokens offered on the Platform through the Roseon Launchpad.

2.1.10 Web3 Wallet: a service allowing the User to store, send, and manage digital assets in a decentralized manner

2.1.11 DePIN Light Node: a service allowing the User to participate in decentralized physical infrastructure networks

2.1.12 Data Labeling: A service allowing the User to participate in AI and machine learning data annotation

2.1.13 Perpetual Trading: A service allowing the User to trade digital assets with leverage

2.1.14 Liquidity Provision: A service allowing the User to provide liquidity to trading pairs and earn trading fees

2.1.15 RoseonAI Bot: A service allowing the User to access AI-powered trading signals, market analysis, and automated trading strategies

2.1.16 Rox Chain: A service allowing the User to perform blockchain transactions including but not limited to trading, bridging assets, and deploying decentralized applications on a dedicated blockchain infrastructure

2.2. The Company reserves any right to change, overhaul, modify functionality, add or remove features on any and all Services listed in this Clause, as well as add completely new Services even if completely unrelated and/or change compatible operating systems or hardware/software requirements at its sole discretion at any time.

3. PRICING

3.1. The Pricing for the use of the Roseon Platform and its specific services, including but not limited to the Services and software products listed in section 2 above is levied based on: (i) a variable fee on withdrawal of any Digital Tokens from the Wallet, (ii) a percentage fee on any Digital Token the User obtains through the Yield Farm, (iii) a flat-fee every time a User participates in a Yield Farming pool through the Platform, (iv) a Position Fee of maximum 0.2% charged to open or paid to close a position, and (v) a Funding Fee that accumulates over time for open positions, with the funding rate resetting after each transaction execution. The precise fees and rates will be clearly indicated to the User in-app and/or on the Roseon website. The Company reserves any right to increase, decrease or in any case change the pricing level, frequency, currency and model with up to no forewarning to the User.

4. PARTIES OBLIGATIONS, RESPONSIBILITIES AND WARRANTIES

4.1. Except as stated herein below, the Company hereby disclaims all warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement of the Roseon Platform. In no event shall the Company, its Shareholders, Directors, Officers, Employees or other representatives be liable for general, indirect, consequential, or punitive damages related to any of the services offered within the Platform, even if not explicitly listed within this section.

4.2.The Company undertakes to provide the usage of the Roseon Platform, including the Services listed under section 2 above, with the appropriate effort, due care and in accordance with these T&Cs.

4.3. The Company is not responsible:

4.3.1. For any damages, loss of profit, loss of Digital Tokens, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss suffered or claimed by the User or any third-party, entity or individual directly or indirectly related to the Platform, any of the Services and any of the User activities, whether automated or not. This covers losses incurred by the fault of any third parties operators of any related transactions or even by the Company itself if caused by a previously unknown software fault within the Platform or another not foreseeable technical or non-technical event or reason not directly arising out of grave negligence or ill-will on the Company’s part.

ALL ROSEON PRODUCTS AND SERVICES ARE EXPERIMENTAL IN NATURE. THE COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR LOST FUNDS OR OTHER DAMAGES RESULTING FROM THE USE OF THESE EXPERIMENTAL PRODUCTS. THE USER ACCESS AND UTILIZE ALL SERVICES AT THEIR OWN RISK. THE USER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY INVESTMENT, SAVING, YIELD FARMING, LIQUIDITY POOL PROVISION, EXCHANGE, TRADING EXECUTED ON AND/OR THROUGH THE USE OF THE ROSEON PLATFORM OR ANY OTHER INTERNAL OR EXTERNAL SERVICE OR ELEMENT ACCESSIBLE THROUGH THE PLATFORM. FOR THE AVOIDANCE OF DOUBT THE COMPANY WILL NEVER BE LIABLE FOR ANY KIND OF TRADING OR INVESTMENT LOSS, HOWEVER ORIGINATED OR CAUSED, INCURRED BY THE USERS OR ANY THIRD-PARTY WHILE USING ANY OF THE PLATFORM FEATURES, REGARDLESS OF THEIR LEVEL OF AUTOMATION.

4.3.2. For any malfunction, breakdown, delay or interruption of the Internet connection or any reason why the Platform or any and/or all of the Platform services, features or activities even generically related to the User, including the Wallet, might be unavailable or inaccessible at any given time;

4.3.3. For any malfunction, breakdown, loss, vulnerability, related to the third-party issued and operated ROSX token and its related Smart Contract.

4.4. The User understands and expressly acknowledges that he will have to undergo a KYC/AML/CFT screening based on the current KYC Policy of the Company before being onboarded on the Platform and/or to use specific Services with certain usage and/or transaction limits, even on an ongoing or ex-post basis, and that he may be refused, denied, or revoked access at any time by the Company based on the screening results and on the User’s own Country of citizenship, residence and/or incorporation, without any possibility of recourse or appeal and at the sole discretion of the Company. The KYC Policy might be changed by the Company at any time and for any reason without any need of notifying the User of the change.

4.5. The User understands and expressly acknowledges that his personal data, however restricted, private or sensitive will be fully treated by the Company based on its published Privacy Policy.

4.6. The User undertakes not to use the Roseon Platform to perform criminal and/or illegal or illicit activity of any sort, including but not limited to, money laundering, illegal gambling operations, financing terrorist organizations, or malicious hacking, whether in its own or any other jurisdiction.

4.7. The User is solely responsible for determining whether using the Roseon Platform is appropriate for him based on his knowledge, financial status and risk willingness and the rules and regulations of his own jurisdiction.

4.8. The User undertakes to declare any profit, however generated, arising from his usage of the Roseon Platform and pay all related taxes and duties that should be paid according to his own Citizenship or Country of Fiscal Residence. The Company is not responsible for any violation made by the User due to his obligation to calculate, declare and pay taxes and duties arising from monies or profits obtained by the User using, investing or trading through the Roseon Platform. The User must refrain from using the  Platform if this will result in tax offences and/or violations in his jurisdiction of citizenship and/or residence, if applicable.

4.9. The User declares that:

4.9.1. Any Wallet address sending and receiving any token to and from the Roseon Platform is solely, exclusively and directly owned and controlled by him/herself, including the Wallet’s Private key, and there are no other beneficial owners and/or controllers that the User is acting on behalf of or under any form of fiduciary or nominee or representative relationship with;

4.9.2. The account on the Roseon Platform is solely, exclusively and directly owned and controlled by him/herself, and there are no other beneficial owners and/or controllers that the User is acting on behalf of or under any form of fiduciary or nominee or representative relationship with;

4.9.3.  To the best of his knowledge, he/she is not a Politically Exposed Person (PEP) either directly, indirectly or by association.

5. LINKS TO OTHER WEBSITES

5.1. The Roseon Platform may allow Users to access links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services.

5.2. The User further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or detrimental reliance on any information, content, goods or services available on or through any such web sites or services. The Company is not liable for any loss or damage incurred as a result of interacting with any third party content on or accessible from the Roseon Platform.

5.3. The Company cannot guarantee or verify the contents of any externally linked website despite its best efforts. The User should therefore note that he clicks on external links at his own risk the Roseon Platform and the Company cannot be held liable for any damages or implications caused by visiting any external links mentioned.

5.4. The Roseon Platform may contain sponsored links and adverts. These will typically be served through the Company’s advertising partners to whom may have detailed privacy policies relating directly to the adverts they serve.

5.5. Clicking on any such adverts will send the User to the advertisers’ website through a referral program which may use cookies and will track the number of referrals sent from the  Platform. This may include the use of cookies which may in turn be saved on the User’s computer's hard drive. Users should therefore note they click on sponsored external links at their own risk and the Company cannot be held liable for any damages or implications caused by visiting any external links mentioned.

6. UPDATES TO THE T&Cs

6.1. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these T&Cs at any time by posting the amended T&Cs on its website and in the Platform. Any User will be deemed to have accepted such changes by using the Roseon Platform and/or accessing its website. The T&Cs may not be otherwise amended except by express written consent of both the User and the Company.

7. TECHNICAL SUPPORT

7.1. The Company will provide basic technical support on a case-by-case, best effort, voluntary basis, for all of the Services within the Platform if the User will specifically request assistance on a technical issue in written form.

8. SECURITY

8.1. The User is responsible for implementing reasonable measures for securing his own Digital Tokens and any Roseon Platform account details. The Company is not responsible for any losses, costs or expenses relating to lost or theft or otherwise unauthorized use of any of the User access credentials.

9. CAUTIONARY NOTES ON FORWARD-LOOKING STATEMENTS

9.1. All statements contained in these T&Cs, in the Roseon Platform, statements made in press releases or any place accessible by the public that are not statements of historical fact constitute "forward-looking statements." These statements can be identified by terms such as "aim," "target," "anticipate," "believe," "could," "estimate," "expect," "if," "intend," "may," "plan," "possible," "probable," "project," "should," "would," "will" or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the financial position, business strategies, plans and prospects, and the future prospects of the industry which the Company is in are forward-looking statements

9.2. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Company or the Trading the User performs using the Platform to be materially different from any future results, performance, or achievements expected, expressed or implied by such forward-looking statements.

9.3. The Company makes no representation, warranty or prediction as to the accuracy of any forward-looking statements, and the User should not place undue reliance on these statements.

10. FORCE MAJEURE

10.1. The Company shall not be liable for any loss or damages which may be suffered by the User, as a direct or indirect result of the supply of services of the Roseon Platform by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to acts of God, war, riot, strike, lock-out, fire, flood, pandemics and other public health emergencies, storm or forced changes to the way the Roseon Platform operates.