TIME COIN S.A. — TERMS OF USE

Package Sale and Referral Compensation Program

PREAMBLE

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“Participant,” “you,” “your”) and TIME COIN S.A., a company incorporated under the laws of the Republic of Panama and registered in the Public Registry of Panama under Folio 155771560, with registered office at Calle 50, Plaza 2000, Piso 17, Ciudad de Panamá, Provincia de Panamá, República de Panamá, contactable at [email protected] (“Company,” “we,” “us,” or “our”).

The Company is the direct issuer and seller of packages (“Packages”) that grant access to $TIME, an ERC-20 digital token deployed on the Ethereum blockchain at the contract address published on the Platform (the “Token”). The Company also operates the Referral Compensation Program described in Part III (together with the Package sale, the “Program”).

Direct Sale, Not a Neutral Marketplace. Unlike a platform that merely lists products of independent third parties, the Company is the direct counterparty to your Package purchase and the direct issuer of the Token. Any reference in these Terms to “the Platform” describes the technical interface through which purchases, wallets, and referrals are recorded; it does not imply that the Company acts as an intermediary for tokens, products, or campaigns issued by others.

By purchasing a Package, registering for the Program, or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not purchase a Package or use the Platform.

PART I — GENERAL PROVISIONS

1. Identification of the Company

The Program is operated by TIME COIN S.A., Folio 155771560 of the Public Registry of Panama, registered office at Calle 50, Plaza 2000, Piso 17, Ciudad de Panamá, Provincia de Panamá, República de Panamá. General correspondence: [email protected].

2. Regulatory Status

The Company operates under the laws of the Republic of Panama applicable to its corporate form and commercial activity. The Company does not represent that it holds, or that it is required to hold, any specific securities, banking, money-services, or virtual-asset-service-provider license in Panama or in any other jurisdiction. The regulatory characterization of the Token and of the Program may differ between jurisdictions and may change over time. Except where the Company states otherwise in writing, no statement in these Terms or in any marketing material should be read as a representation that the Token or the Program has been reviewed, registered, or approved by any regulator.

You are solely responsible for determining whether purchasing a Package and participating in the Program is lawful for you, taking into account your citizenship, residence, and location.

3. Restricted Jurisdictions

The Company does not offer Packages or Program participation to, and will not knowingly accept purchases or referral compensation from, any person who is a citizen or resident of, or physically located in, any of the following jurisdictions at the time of the relevant transaction (each a “Restricted Jurisdiction”):

The Democratic People’s Republic of Korea (North Korea); the Islamic Republic of Iran; the Syrian Arab Republic; the Republic of Cuba; the Russian Federation; the Republic of Belarus; the Bolivarian Republic of Venezuela; the Republic of Yemen; the State of Eritrea; the Islamic Republic of Afghanistan; and the United States of America, including its territories and possessions.

The Company may add or remove Restricted Jurisdictions at its discretion, including to comply with sanctions administered by the United Nations, the European Union, the U.S. Office of Foreign Assets Control, or other competent authorities. You represent that you are not, and are not acting on behalf of, a person located in, incorporated in, or a resident of a Restricted Jurisdiction, and that you do not appear on any applicable sanctions or watch list.

4. Eligibility

You must be at least eighteen (18) years of age, possess full legal capacity to enter into these Terms under the law applicable to you, and not be prohibited from purchasing digital assets or participating in referral-based compensation programs under the law applicable to you.

5. Acceptance and Legal Capacity

By accessing or using any component of the Platform, you confirm that you have full legal capacity to enter into these Terms. Your continued use of the Platform after any modification to these Terms constitutes binding acceptance of the revised version, subject to Section 34 below.

PART II — THE TOKEN AND THE PACKAGE SALE

6. Nature of the Token

The Token is intended to function as a utility token within the TIME Universe ecosystem. The Company’s position is that the Token is not designed to represent equity, a share of profits, a debt claim, or a right to receive dividends or interest from the Company. This is a statement of the Company’s design intent, not a legal or regulatory determination; the classification of the Token may differ under the law of your jurisdiction, and you should obtain independent advice if you are uncertain.

7. Package Structure and Pricing

Packages are offered in tiers of varying value. The current tier structure, pricing, and any applicable vesting schedule are set out in the Package Schedule published on the Platform, as amended from time to time. The Package Schedule forms part of these Terms by reference. In the event of a conflict between the Package Schedule and these Terms on a matter these Terms expressly address, these Terms prevail.

8. Vesting and Delivery

Tokens purchased through a Package may be subject to a vesting or release schedule as set out in the Package Schedule. The Company will make commercially reasonable efforts to deliver or unlock Tokens in accordance with the published schedule but does not guarantee delivery on any specific date, including where delivery depends on third-party infrastructure, blockchain network conditions, or events described in Section 29 (Force Majeure).

9. No Guarantee of Exchange Listing or Price

ANY REFERENCE BY THE COMPANY, ITS REPRESENTATIVES, PROMOTERS, OR MARKETING MATERIALS TO A POTENTIAL EXCHANGE LISTING OF THE TOKEN, OR TO ANY TARGET, INDICATIVE, OR PROJECTED PRICE, IS FORWARD-LOOKING AND ASPIRATIONAL ONLY. IT DOES NOT CONSTITUTE A GUARANTEE, PROMISE, OR ASSURANCE OF ANY LISTING, TIMING, OR VALUE. LISTING DECISIONS ARE MADE INDEPENDENTLY BY THIRD-PARTY EXCHANGES AND ARE OUTSIDE THE COMPANY’S CONTROL. THE MARKET PRICE OF THE TOKEN, IF AND WHEN IT TRADES ON ANY EXCHANGE, MAY BE HIGHER OR LOWER THAN ANY PRICE PAID FOR A PACKAGE, INCLUDING SIGNIFICANTLY LOWER.

10. Payment, Blockchain Finality, and Refunds

Payments for Packages may be made in fiat currency, in supported digital assets, or by such other method as the Company makes available. Once a purchase is confirmed and, where applicable, once Tokens are transferred on-chain, the transaction is final. Blockchain transactions are irreversible once confirmed; the Company has no technical ability to reverse a confirmed on-chain transfer. Refunds, if any, are available only where expressly stated in the Package Schedule or where required by mandatory applicable law.

PART III — REFERRAL COMPENSATION PROGRAM

11. Nature of the Program

The Company operates a Referral Compensation Program under which an existing Participant (“Referrer”) may become eligible to receive compensation, in Tokens or such other consideration as the Company may determine, in connection with Package purchases completed by new Participants the Referrer has introduced to the Platform, across the tier structure set out in the Compensation Schedule published on the Platform.

The Referral Compensation Program is a marketing and customer-acquisition mechanism operated at the Company’s discretion. It does not constitute an offer of employment, a franchise, a partnership, a guaranteed business opportunity, a security, an investment contract, or a collective investment scheme.

12. Basis for Compensation

Compensation under the Program becomes payable, if at all, only in connection with a completed and confirmed Package purchase by an introduced Participant. No compensation is payable for registration, sign-up, or introduction of a Participant who does not complete a Package purchase. The current compensation percentages, qualifying tiers, and payout mechanics are set out in the Compensation Schedule published on the Platform, as amended from time to time.

13. No Guarantee of Compensation

COMPENSATION UNDER THE PROGRAM IS NOT GUARANTEED, IS NOT A SALARY OR WAGE, AND IS NOT AN INVESTMENT RETURN. THE AMOUNT AND FREQUENCY OF COMPENSATION, IF ANY, DEPENDS ON FACTORS OUTSIDE THE COMPANY’S CONTROL, INCLUDING THE CONTINUED WILLINGNESS OF OTHER PARTICIPANTS TO PURCHASE PACKAGES. PAST COMPENSATION RECEIVED BY ANY PARTICIPANT, INCLUDING ANY PARTICIPANT FEATURED IN MARKETING MATERIALS, IS NOT REPRESENTATIVE OF OR A PREDICTOR OF FUTURE COMPENSATION TO YOU OR TO ANY OTHER PARTICIPANT.

14. Program Amendments and Discretion

The Company may modify compensation percentages, tier structures, eligibility criteria, or payout mechanics, or suspend or discontinue the Program, at any time and at its discretion, with prospective effect, by publishing an updated Compensation Schedule on the Platform. The Company may withhold, delay, or reverse compensation it reasonably determines resulted from fraud, manipulation, duplicate accounts, or a breach of these Terms.

15. Prohibited Use of the Program

Participants shall not:

1. represent to any person that Program participation guarantees profit, income, or a specific rate of return;
2. operate, promote, or facilitate any unauthorized or unlawful pyramid, chain-referral, or Ponzi-type scheme using the Platform, the Program, the Token, or the Company’s name or branding;
3. create duplicate accounts, use false identities, or refer accounts under their own control to generate compensation;
4. target vulnerable individuals, including by making misleading statements about risk, guaranteed returns, or the regulatory status of the Token;
5. use high-pressure, deceptive, or misleading recruitment or sales practices in connection with the Program.

A violation of this Section may result in immediate suspension of Program participation, forfeiture of unpaid accrued compensation, and, where applicable, referral to competent authorities.

PART IV — PARTICIPANT REPRESENTATIONS AND PROHIBITED CONDUCT

16. Representations and Warranties

By purchasing a Package or participating in the Program, you represent and warrant that:

1. you meet the eligibility requirements in Section 4 and are not located in, a citizen of, or a resident of a Restricted Jurisdiction;
2. you are not listed on, owned or controlled by an entity listed on, or acting on behalf of any person listed on, any applicable sanctions list;
3. you are using funds that are lawfully yours and not derived from unlawful activity;
4. you have conducted your own evaluation of the Token, the Package, and the Program and are not relying on any guarantee of profit, income, or listing outcome;
5. you understand and accept the risks described in Part V, including the risk of total loss of any amount paid for a Package;
6. you have had the opportunity to obtain independent legal, tax, and financial advice before purchasing a Package or participating in the Program.

17. Prohibited Conduct

In addition to Section 15, Participants shall not: circumvent or attempt to circumvent security or access controls of the Platform; use bots, scripts, or automated tools to interact with the Platform without prior written authorization; misrepresent their identity or affiliation with the Company; or use the Platform for money laundering, terrorist financing, sanctions evasion, or any other unlawful purpose.

18. AML / KYC Compliance

The Company operates a risk-based compliance program aligned with applicable anti-money-laundering and counter-terrorist-financing standards. Participants may be required to complete identity verification, provide source-of-funds information, or submit additional documentation before purchasing a Package, receiving compensation, or accessing certain features. The Company may restrict access or withhold compensation pending completion of compliance review, and, where legally required, may share relevant data with competent authorities.

PART V — RISK DISCLOSURE

19. General Risk Acknowledgment

Purchasing a Package and participating in the Program involves significant risk, including the possible total loss of any amount paid. By proceeding, you confirm that you accept these risks voluntarily and based on your own judgment.

20. Token Value and Market Risk

The Token is a novel and speculative digital asset. Its value, if any, may be highly volatile, may not correlate with any price paid for a Package, and may decline to zero. There is no guarantee of a liquid market for the Token at any time.

21. Regulatory Risk

Laws and regulations applicable to digital assets and to referral-based compensation programs vary by jurisdiction and continue to evolve. A change in law, or a regulatory action in any jurisdiction, could affect the legality, availability, or value of the Token or the Program, including in your jurisdiction, even if the Program was lawful there at the time you joined.

22. Technology and Custody Risk

Blockchain networks and smart contracts may be affected by bugs, exploits, or network congestion. You are solely responsible for the security of your own wallet, private keys, and credentials; the Company cannot recover lost or compromised credentials, and blockchain transactions are irreversible once confirmed.

23. Compensation Program Risk

The Referral Compensation Program is not an investment and compensation is not guaranteed. Compensation depends on the continued purchase of Packages by introduced Participants, a factor entirely outside the Company’s control and not assured to continue. Regulatory treatment of multi-tier referral compensation programs varies by jurisdiction; you are responsible for determining whether your participation is lawful where you are located.

PART VI — DATA PROTECTION

The Company processes personal data in accordance with the TIME COIN S.A. Privacy Policy and Cookies Policy, published separately and incorporated into these Terms by reference. Where applicable law requires a specific legal basis, retention period, or notice beyond what is stated in the Privacy Policy, the Company will comply with that requirement.

PART VII — INTELLECTUAL PROPERTY

All intellectual-property rights in the Platform, including software, interfaces, design, text, and branding, are and remain the exclusive property of the Company or its licensors. Subject to compliance with these Terms, you are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for lawful, personal, non-commercial purposes. “TIME,” “TIME Universe,” and associated marks are protected; unauthorized use, reproduction, or display is prohibited.

PART VIII — DISCLAIMERS AND LIMITATION OF LIABILITY

24. Disclaimer of Warranties

THE PLATFORM AND THE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT UNINTERRUPTED, TIMELY, OR ERROR-FREE OPERATION OF THE PLATFORM.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE PLATFORM, THE TOKEN, OR THE PROGRAM. SUBJECT TO MANDATORY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY TO ANY PARTICIPANT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THAT PARTICIPANT FOR PACKAGES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

26. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its directors, officers, employees, and affiliates from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: your breach of these Terms; your violation of applicable law; your use of the Program to make representations to third parties; or any content you submit through the Platform.

27. Force Majeure

The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, government action, sanctions, blockchain network failures or forks, or cyberattacks.

PART IX — GOVERNING LAW AND DISPUTE RESOLUTION

28. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict-of-laws principles.

29. Dispute Resolution

The parties will first attempt to resolve any dispute informally by contacting [email protected]. If not resolved within thirty (30) days, disputes shall be submitted to binding arbitration seated in Ciudad de Panamá, República de Panamá, administered by a recognized arbitral institution, in accordance with its rules then in effect.

30. Class Action Waiver

To the extent permitted by applicable law, disputes shall be resolved on an individual basis, and Participants waive the right to bring or participate in a class, collective, or representative action. This waiver does not apply where mandatory applicable law renders it unenforceable.

PART X — TERMINATION

31. Termination by the Participant

You may stop using the Platform and Program at any time. Termination does not affect rights or obligations, including compensation eligibility, accrued prior to termination, and does not reverse completed blockchain transactions.

32. Suspension or Termination by the Company

The Company may suspend or terminate your access at its discretion, without prior notice, where it reasonably believes you have breached these Terms, engaged in fraudulent or unlawful activity, or where required by a competent authority.

33. Consequences of Termination

Upon termination, licenses granted under these Terms cease. Outstanding obligations survive. The Company may retain transaction and compliance records for the period required by applicable law.

PART XI — GENERAL PROVISIONS

34. Amendments

The Company may amend these Terms at any time by publishing an updated version on the Platform. Material changes will be highlighted. Continued use after publication constitutes acceptance.

Assignment. You may not assign your rights under these Terms without the Company’s prior written consent. The Company may assign its rights and obligations to a successor or acquirer.

Language. These Terms are drafted in English. Any translation is provided for convenience only; the English version prevails.

Severability. If any provision is found invalid or unenforceable under applicable law, it shall be severed, and the remainder shall continue in full force and effect.

Entire Agreement. These Terms, together with the Package Schedule, the Compensation Schedule, the Privacy Policy, and the Cookies Policy, constitute the entire agreement between you and the Company regarding the Program.

No Agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and the Company. Participants act as independent individuals.

ACCEPTANCE OF TERMS

By purchasing a Package, registering for the Referral Compensation Program, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, as amended from time to time, including the risk disclosures, disclaimers, and limitations of liability contained herein.