Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR BLOCKSTARS TECHNOLOGY PTY LTD SERVICES

These General Terms and Conditions shall apply to all Blockstars Technology PTY LTD services

proposed or provided by the Blockstars Technology PTY LTD, which are delivered entirely or

partially to the Client.

1. DEFINITIONS

In these General Terms and Conditions, the following definitions are applicable:

“Client” means the organisation or company with whom the Contract is entered into;

“Confidential Information” means any information related to the Engagement

disclosed by the Client to the Blockstars Technology PTY LTD and by the Blockstars Technology PTY LTD to the Client,

respectively, either directly or indirectly. Confidential Information may include, by

way of example but without limitation, products, specifications, formulae, equipment,

formulas, models, employee interviews, records, quality monitoring

schemes/programs, training materials, business strategies, customer lists, know-how,

drawings, pricing information, inventions, ideas, and other information, or its potential

use, that is owned by or in possession of the Client and the Blockstars Technology PTY LTD, respectively;.

“Blockstars Technology PTY LTD” means.; The user of these Terms and Conditions;

“Contract” means the contract between the Client and the Blockstars Technology PTY LTD which defines

the scope of the Engagement and the services to be rendered by the Blockstars Technology PTY LTD, as

well as the fee schedule for said services. More specifically, the Contract shall

consist of the Purchase Order, these Terms and Conditions and any other

documents (or parts thereof) specified in the Purchase Order;

“the Engagement” means any agreement, in whatever form, reached between the

Blockstars Technology PTY LTD and the Client pursuant to which the Blockstars Technology PTY LTD agrees to render services

to the Client in exchange for a fee plus costs;

“Force Majeure” means any cause beyond the reasonable control of the affected

party, including, but not limited to, any act of God, war, riots, acts of the public

enemy, fires, strikes, labour disputes, accidents, or any act in consequence of

compliance with any order of any government or governmental authority;

“Project” means the services to be provided by the Blockstars Technology PTY LTD to the Client as

specified in the Purchase Order;

“Purchase Order” means the document (i) setting out the services to be

provided by the Blockstars Technology PTY LTD to the Client and (ii) listing any documents and the like

to be provided by the Client to the Blockstars Technology PTY LTD such that the Blockstars Technology PTY LTD may perform

the Project;

“Subcontractor” means either an affiliate or subsidiary of the Blockstars Technology PTY LTD, or an

independent contractor, respectively, which is qualified to perform the applicable

services as contemplated by the Engagement and the Contract, and has been

contracted by the Blockstars Technology PTY LTD accordingly, as evidenced by an agreement in writing.

2. GENERAL

2.1 These General Terms and Conditions govern the provision of all services from or

on behalf of the Blockstars Technology PTY LTD to the Client and apply to all legal relationships between

the Blockstars Technology PTY LTD and the Client.

2.2 These General Terms and Conditions supersede any and all prior oral and written

quotations, communications, agreements and understandings of the parties and shall

apply in preference to and supersede any and all terms and conditions of any order

placed by the Client and any other terms and conditions submitted by the Client.

Failure of the Blockstars Technology PTY LTD to object to terms and conditions set by the Client shall in

no event be construed as an acceptance of any terms and conditions of the Client.

Neither the Blockstars Technology PTY LTD’s commencement of performance nor the Blockstars Technology PTY LTD’s

delivery of services shall be deemed or constituted as acceptance of any of the

Client’s terms and conditions. Any communication or conduct of the Client which

confirms an agreement for the provision of services by the Blockstars Technology PTY LTD, as well as

acceptance by the Client of any provision of services from the Blockstars Technology PTY LTD shall

constitute an unqualified acceptance by the Client of these General Terms and

Conditions.

2.3 By contracting on the basis of these General Terms and Conditions, the Client

agrees to the applicability thereof in respect of future agreements between itself and

the Blockstars Technology PTY LTD, even if this is not expressly stated.

3. PERFORMANCE OF THE PROJECT

3.1 The Blockstars Technology PTY LTD shall determine the manner in which and the person by whom the

Engagement will be carried out, taking into account, as far as is feasible, the

reasonable requests expressed by the Client.

3.2 The Blockstars Technology PTY LTD shall complete the Project with reasonable skill, care and

diligence in accordance with the Contract.

3.3 The Client hereby accepts that the time schedule allocated for the performance of

an Engagement may be subject to change in case of amendment to the Engagement

and/or the services to be provided thereunder after conclusion of the Engagement.

3.4 In case of any change of circumstances under which the Engagement is to be

performed which cannot be attributed to the Blockstars Technology PTY LTD, the Blockstars Technology PTY LTD may make

any such amendments to the Engagement as it deems necessary to adhere to the

agreed quality standard and specifications. Any costs arising from or related to this

change of circumstances will be fully borne by the client.

3.5 The Blockstars Technology PTY LTD may, at its discretion and, where possible, in consultation with the

Client, replace the person or persons charged with performing the Engagement, if

and in so far as the Blockstars Technology PTY LTD believes that such replacement would benefit the

performance of the Engagement.

3.6 The Blockstars Technology PTY LTD shall provide the Client with such reports of his work on the

Project at such intervals and in such form as the Client may from time to time require.

The Client has the right to notify the Blockstars Technology PTY LTD that it wishes to modify its

requirements in relation to the Project. Such modifications shall not enter into effect

until the parties have agreed on the consequences thereof such as to the Contract

fee and the completion date of the Project.

4. SUBCONTRACTORS

The Blockstars Technology PTY LTD shall be free to involve Subcontractors, availing of specific expertise,

in the performance of the Project, provided that the Blockstars Technology PTY LTD shall have these third

parties enter into confidentiality obligations similar to the confidentiality obligations

applicable to the Blockstars Technology PTY LTD. If requested by the Client, the Blockstars Technology PTY LTD shall identify

these Subcontractors, specifying in each case their specific expertise.

5. CLIENT’S OBLIGATION

5.1 The Client shall at all times duly make available to the Blockstars Technology PTY LTD all information

and documents that the Blockstars Technology PTY LTD deems necessary to be able to carry out the

Engagement correctly, in the specified form and manner.

Also, the Client shall provide all cooperation required for the proper and timely

performance of the Engagement.

5.2 The Client guarantees that Blockstars Technology PTY LTD’s employees can at all times work under

safe conditions, in accordance with the relevant health and safety regulations and

environmental rules, and shall indemnify and hold harmless the Blockstars Technology PTY LTD against all

loss, expense or damage arising from or relating to this guaranty by the Client.

5.3 The Client shall duly inform the Blockstars Technology PTY LTD of any facts and circumstances that

may be relevant in connection with the execution of the Engagement.

5.4 Furthermore, the Client shall guarantee the correctness, completeness and

reliability of any information provided to the Blockstars Technology PTY LTD.

6. FEES AND EXPENSES

6.1 The Client shall pay to the Blockstars Technology PTY LTD fees at the rate specified in the Purchase

Order.

6.2 Unless otherwise stated in the Contract, the Blockstars Technology PTY LTD shall be entitled to be

reimbursed by the Client for all traveling and lodging expenses reasonably and

properly incurred by him in the performance of his duties hereunder subject to

production of such evidence thereof as the Client may reasonably require.

6.3 Unless otherwise stated in the Contract, payment will be made within thirty (30)

days of receipt of an invoice, submitted monthly in arrears, for work completed.

Payment shall be into the bank account mentioned in the invoice.

6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.

6.5 Any extra costs arising from or related to any delays in the completion of the

Engagement stemming from the failure of the Client to duly make available to the

Blockstars Technology PTY LTD the requested information and documentation, shall be fully borne by the

Client.

7. INTELLECTUAL PROPERTY

All results generated by the Blockstars Technology PTY LTD in the Project, including reports, other

documents and materials, shall become the property of the Client. The Blockstars Technology PTY LTD

shall provide all reasonable assistance such that the Client may apply for patents,

copyrights and other intellectual property rights in respect of these results.

8. CONFIDENTIALITY

8.1 The Blockstars Technology PTY LTD shall keep secret and not disclose and shall procure that his

employees keep secret and not disclose any Confidential Information obtained by

him during the performance of the Project. The foregoing shall not

apply to information which (i) is or becomes part of the public domain without fault

on the part of the Blockstars Technology PTY LTD; (ii) was already known by the Blockstars Technology PTY LTD, other than

under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is

lawfully acquired by the Blockstars Technology PTY LTD from a third party on a non-confidential basis;

or (iv) the Blockstars Technology PTY LTD is required to disclose pursuant to any law, lawful

governmental, quasi-governmental or judicial order.

8.2 Except with the prior written permission of the Blockstars Technology PTY LTD, the Client shall not

publish or otherwise make available the contents of proposals, reports, presentations,

memos, or other communications by the Blockstars Technology PTY LTD, unless these have been

provided with the intention of providing third parties with the information set out

therein. Furthermore, the Client shall not disclose any of the Blockstars Technology PTY LTD’s methods

and work strategies without the Blockstars Technology PTY LTD’s written permission.

8.3 The provisions of this Article 8 shall apply during the term of the Contract and for

a period of five (5) years thereafter.

9. WARRANTIES, LIABILITY AND INDEMNIFICATION

9.1 The Blockstars Technology PTY LTD, and any person put forward by the Blockstars Technology PTY LTD to perform the

Project, shall not be liable if the services provided or the results generated by him in

the Project are not absolutely correct, nor does the Blockstars Technology PTY LTD, or any person put

forward by the Blockstars Technology PTY LTD to perform the Project, warrant, either expressed or

implied, that the performance by him of the Project will not infringe upon intellectual

property rights of any third party.

9.2 The Blockstars Technology PTY LTD, nor any person put forward by the Blockstars Technology PTY LTD to perform the

Project, shall not be responsible for any loss, destruction or damage of whatsoever

nature (including injury or death) incurred by the Client, its employees or third

parties, resulting from the use of the Project results by the Client, except to the

extent that the same can be shown to be due to gross negligence or wilful

misconduct on the part of the Blockstars Technology PTY LTD or his employees. The Client shall

indemnify the Blockstars Technology PTY LTD accordingly.

9.3 The Client shall not be responsible for any loss, destruction or damage of

whatsoever nature (including injury or death) incurred by the Blockstars Technology PTY LTD, its

employees or third parties, related to the performance by the Blockstars Technology PTY LTD of the

Project, except to the extent that the same can be shown to be due to gross

negligence or wilful misconduct on the part of the Client or its employees. The

Blockstars Technology PTY LTD shall indemnify the Client accordingly.

9.4 Should a party be deemed liable to the other party, by way of indemnity or by

reason of breach of contract or otherwise, the Blockstars Technology PTY LTD’s liability shall in

aggregate not exceed the price for the Project. In any event, neither party shall be

liable to the other party for any consequential, indirect, special, incidental or

exemplary damages of any nature whatsoever that may be suffered by the other

party.

10. TERM AND TERMINATION

10.1 Any times or dates set forth in the Contract for provision or completion by the

Blockstars Technology PTY LTD of the services under the Project are estimates only and shall never be

considered of the essence. Furthermore, the parties hereby acknowledge that the

time schedule set out for the performance of the Engagement may change during the

course of said performance. In no event shall the Blockstars Technology PTY LTD be liable for any delay in

providing these services.

10.2 Either party may terminate the Contract by notice in writing forthwith in the event

the other party:

(i) is in default with respect to any material term or condition to be undertaken

by it in accordance with the Engagement and / or the provisions of the Contract, and

such default continues unremedied for a period of thirty (30) days after written notice

thereof by the aggrieved party to the defaulting party;

(ii) is affected by a Force Majeure which cannot be removed, overcome or abated

within three (3) months; or

(iii) shall make any assignment for the benefit of creditors or shall file any petition in

connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated

bankrupt or insolvent, if any receiver is appointed for its business or property, or if

any trustee in bankruptcy or insolvency shall be appointed for that party (and is not

dismissed within sixty (60) days after appointment).

10.3 If the Client issues a termination notice, the Client shall be obliged to pay the

Blockstars Technology PTY LTD a compensation equal to the agreed fees apportioned to the services

already rendered by the Blockstars Technology PTY LTD, plus any additional costs incurred by the

Blockstars Technology PTY LTD as a result of said early termination.

10.4 In case the Blockstars Technology PTY LTD cannot be reasonably expected to complete the works

due to unforeseen circumstances, the Blockstars Technology PTY LTD may unilaterally terminate the

Contract and the Engagement. The Client shall be liable for payment of an amount

corresponding to the fees due for services already performed, while being entitled to

receive the (preliminary) results of the services already performed, without the Client

being entitled to derive any rights therefrom.

11. INDEPENDANCY

The Blockstars Technology PTY LTD shall perform the Contract as an independent contractor and shall not

be the servant or agent of the Client.

12. NOTICES

Any notice given under or pursuant to the Contract shall be given in writing and shall

be given by mail, registered mail or by facsimile transmission to the other party at the

addresses mentioned in the Purchase Order, or to such other address as a party may

by notice to the other have substituted therefore. Any such notice shall be deemed to

have been received on the second (2nd) business day following the date of its

mailing if sent by (registered) mail within The Netherlands, on the seventh (7th)

business day following the date of its mailing if sent by (registered) mail outside The

Netherlands or on the next business day immediately following the date of

transmission if sent by facsimile transmission.

13. OBSERVANCE OF LEGAL REQUIREMENTS

13.1 The Blockstars Technology PTY LTD shall carry out his obligations under the Contract in a manner

that conforms to relevant legal requirements.

13.2 Without prejudice to the generality of Article 13.1, in carrying out his obligations

under the Contract the Blockstars Technology PTY LTD shall comply with relevant requirements contained

in or having effect under current legislation relating to health, safety and welfare at

work.

14. GOVERNING LAW AND JURISDICTION

14.1 All disputes which cannot be settled amicably shall be referred to the applicable

courts in The Netherlands, and the parties consent to the jurisdiction of the courts

there.

14.2 The Contract is governed by and interpreted in accordance with the laws of The

Netherlands.

15. FORCE MAJEURE

Neither party shall be liable in any way for any damage, loss, cost or expense

arising out of or in connection with a Force Majeure event. Upon the occurrence of

any Force Majeure event, the party suffering thereby shall promptly inform the other

party by written notice thereof specifying the cause of the Force Majeure event and

how it will affect its performance.

Version 1.2, June 2013