Membership Agreement

Fourdotzero Network Agreement

To: Fourdotzero

From: Name of Applicant[s]: [As set out in the list annexed to this Adherence Agreement]

----------------------------------------------------------- ([each] an "Applicant")

Please include the text in square brackets if this Membership Agreement covers more than one entity.*

A. Introduction

The Fourdotzero network (the "Network") is a global payments network operating in those countries and territories which have been admitted to the Network's geographical scope having met Fourdotzero's criteria for participation in the Network, as listed on the Fourdotzero website and updated from time to time.
The Applicant is an institution applying to join the Network.
Fourdotzero oversees the operation of the Network in accordance with the terms and conditions set out in the Fourdotzero Rulebook (the "Rulebook"), the Fourdotzero Branding Kit (the "Branding Kit") and the Functional Specification ( the "Functional Specification").
The Rulebook sets out the rights and obligations of all institutions bound by its terms (the "Members") and Fourdotzero and binds each Member to comply with their obligations to Fourdotzero and to all other Members pursuant to the rules set out therein through the issue of a Fourdotzero licence (the "Licence).
The Branding Kit set out the obligations of all Members in using the Fourdotzero brand, branding assets and key user experience.
The Functional Specification sets out the obligations of all Members in operating on the Fourdotzero Network and the standards they can expect from other Members operating on the Network.
There are three distinct classes of Members:
1. Wallet Provider Members who provide wallets to their customers to transact over the Network.
2. Wallet Developer Members who provide wallet software to Wallet Provider Members to enable their customers to operate a wallet using the Fourdotzero Network.
3. Network Members who provide services to Members over the Fourdotzero network which may include blockchain services.
Fourdotzero issues three distinct classes of Licences:
1. Wallet Provider Licences for Wallet Provider Members on the Network.
2. Wallet Developer Licences for Wallet Developers supporting Wallet Provider Members.
3. Network Licences for Network Members.
Fourdotzero, acting on its behalf and on behalf of all Members, will notify the Applicant of the date of inclusion of the Applicant in the Fourdotzero Register of Members. This agreement (the "Membership Agreement") becomes effective as of the provided "Readiness Date" as between the Applicant, Fourdotzero and other Members.
As of the Readiness Date the Applicant shall become a Member and be issued with a Licence by Fourdotzero which binds the Member to the obligations and gives entitlement to all the benefits set out in the Rulebook, the Branding Guidelines and the Functional Specification.

B. Member Rights and Obligations

The Applicant must have procedures in place to comply as a Member with all applicable laws (relating to their local laws).
A Member must process payments from all other Members.
A Member has the right to terminate their Licence at any time with one month's prior notice in writing to Fourdotzero except in the event of a dispute relating to the Network or Rulebook with Fourdotzero or with another Member. In the event of such a dispute, the dispute must be resolved to the satisfaction of all parties that the rights and obligations of the parties have been met before the Member may terminate their Licence.

C. Fourdotzero's Rights and Obligations

The Applicant's acceptance into the Network is at the sole discretion of Fourdotzero. Fourdotzero has the right to terminate this Membership Agreement and revoke the Member's Licence at any time with one month's prior notice in writing to the Member, except in the case of a material breach of the Rulebook or non-compliance with the Branding Guidelines or Functional Specification in which case Fourdotzero may revoke the Member's Licence with immediate effect and initiate termination of their membership. Termination of membership is subject first to resolution of any dispute between the Member and Fourdotzero or between the Member and another Member relating to the Network or Rulebook, to the satisfaction of all parties that the rights and obligations of all parties have been met.
Fourdotzero has the right to revoke a Member's Licence and prevent the Member from transacting on the Network in the event of a dispute between Fourdotzero and the Member or between the Member and another Member until the dispute is resolved to the satisfaction of all parties that the rights and obligations of all parties have been met.
Fourdotzero has the right to prevent a Member from transacting on the Network if Fourdotzero has reasonable cause to believe the Member is in material breach of the Rulebook or poses a risk to the reputation or operations of the Network.
Fourdotzero must keep the Rulebook, the Branding Kit and Functional Specification up to date to reflect the operations and other requirements for Members to transact on the Network. Fourdotzero must communicate updates to Members so they have reasonable notice to implement updates for fixing any vulnerabilities and making enhancements within the SLAs stated in the Functional Specification.

D. Confidentiality

None of the parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into this Membership Agreement.
Fourdotzero, the Applicant and their respective counsel represent and agree that, except for matters of public record as of the date of this Membership Agreement and except as described in section H, they will keep the terms and contents of this Membership Agreement confidential, and that they will not hereinafter disclose the terms of this Membership Agreement to other persons except as compelled by applicable law or to individuals who have a need to know about this Membership Agreement and its contents, such as legal counsel, tax advisors, or other retained professional representatives, all of whom shall be informed and bound by this confidentiality clause.
These restrictions shall continue to apply after the expiration or termination of this Membership Agreement without limit of time.

E. Applicable Laws

Laws applicable to a Member take precedence over this Membership Agreement and Rulebook. If a Member risks breaking a law applicable to them as a result of this Membership Agreement or Rulebook or Branding Guidelines or Functional Specification, the Member must avoid breaking the law. The Member is absolved from an obligation under this Membership Agreement or Rulebook or Branding Guidelines or Functional Specification if it means otherwise breaking a law applicable to them.
This Membership Agreement is subject to the laws of England and Wales.

F. Indemnification, Liability and Disputes

Fourdotzero is a safe, reliable, low cost, low value network - to benefit from low costs and to keep costs low, a key principle of this Agreement is that Members transact at their own risk and any liability of a Member, including Fourdotzero, for any losses is limited to any fees received by the Member relevant to the transactions where losses occurred.
The limitations of liability in F.1 shall not apply (I) in the event of gross negligence or willful misconduct (II) fraud (III) breach of confidentiality including breach of confidentiality of intellectual property by a Member including Fourdotzero.
Transactions on the Network are between Members. Neither Fourdotzero nor a Network Member are party to any transaction between other Members. Consequently, neither Fourdotzero nor a Network Member have liability for transactions on the Network executed successfully between Members.
Where a transaction fails to execute successfully on the Network and a Member suffers a loss, any liability Fourdotzero and/or the Network Member(s) processing the transaction have to the Member with the loss is the sum of monies equal to the fee (if any) that each received for the executing the transaction.
Where two or more Members suffer a loss on the same transaction, any liability Fourdotzero and/or the Network Member(s) have to the Members for the loss is equal to the fee (if any) that Fourdotzero and/or the Network Member(s) received for executing the transaction, split equally between the Members who suffer a loss.

G. Rights and Restrictions

Fourdotzero has the right to create additional networks to the Network and Members have no rights to participate in these additional networks or benefit from them.
Countries that are excluded from the Network are listed on Fourdotzero's website.

H. Standard Agreement

Each Membership Agreement between Members and Fourdotzero contain the same terms and conditions except where local laws require changes or additions.
Applicants are unable to change or negotiate the terms and conditions of this Membership Agreement except where local laws require changes or additions.
Where local laws require changes or additions existing Members are to be notified of the proposed changes or additions and have a four-week period from the date of notification to raise any objection. Fourdotzero may act on objections only if the proposed changes or additions give a material commercial advantage to the Applicant over existing Members or incur material changes or costs for existing Members if the Applicant were to join the Network.
If there are objections and if proposed changes or additions to the standard Membership Agreement give a material commercial advantage to the Applicant over existing Members or if existing Members were to incur material costs or changes if the Applicant were to join the Network then Fourdotzero may accept the Applicant as a Member with the proposed changes or additions only with written approval from greater than 50% of existing Members with material volumes on the Fourdotzero network in the same currency or currencies as the proposed Applicant.
All active Members who have signed the Membership Agreement have the right to see unredacted the Membership Agreements of all other Members who are also active on the Network. Fourdotzero must keep Membership Agreements in a repository for other active Members to view online (without a download or print function) and keep a record for Members to view on-demand of all requests to view the repository and all access to it.

I. IT IS HEREBY AGREED AS FOLLOWS:

The Applicant hereby undertakes to all Members and to Fourdotzero to perform the obligations imposed by and to comply with the provisions of the Rulebook, the Branding Kit and Functional Specification as modified from time to time, with effect from the Readiness Date.
The Applicant makes the following representations and warranties:
- The Applicant has the power and authority to enter into and has taken all corporate action to authorise its entry into the Network and to perform the obligations and comply with the provisions of the Rulebook, the Branding Kit and Functional Specification including the ongoing compliance of its own rules, procedures and agreements with the laws, regulations and generic supervisory requirements applicable to them.
- The signatories of the Applicant, and the agent signing on behalf of the Applicant if applicable, have all necessary corporate authorisations and the power and authority to bind the Applicant to the Rulebook, the Branding Kit and Functional Specification.
- The Applicant shall ensure that it satisfies and will at all times during its participation in the Network satisfy the eligibility criteria for participation in the Network as set out in the Rulebook and comply with the Branding Kit and Functional Specification. If at any time, the Applicant has reason to believe that it no longer satisfies such criteria or compliance, or may be unable to satisfy such criteria or compliance, it shall notify Fourdotzero immediately of the circumstances.
- The Applicant is in a position to comply with all of the obligations set out in the Rulebook, the Branding Kit and Functional Specification by the Readiness Date as stated in the accompanying Schedule.
By submitting this completed form of Membership Agreement the Applicant agrees to be bound by the provisions of Fourdotzero's governing applications for participation in the Network, whether or not it becomes a Member.
Any communication, including service of process, to be made with the Applicant under or in connection with the Rulebook, the Branding Kit and Functional Specification shall be made in writing and addressed to the Applicant at the address set out above.
The Applicant consents to the publication of its name and basic details of its membership application on Fourdotzero's public website and consents to share operational data (contact details, wallet addresses etc) with other Members by means of a secure API.

FOR AND ON BEHALF OF THE APPLICANT

Signed by (1)------------------------------------------	By (2) (if necessary)----------------------------------
Name/Position --------------------------	Name/Position --------------------------
Date of signature -------------------	Date of signature -------------------

Where this Membership Agreement was signed by two signatories on different dates, it shall be considered as being dated the later date.

To:

Fourdotzero Ltd, The Beren, Blisworth Hill Business Park, Stoke Road, Blisworth, Northampton, NN7 3DB, United Kingdom