TERMS OF USE AGREEMENT

THE FOLLOWING ACCOUNT AGREEMENT DESCRIBES THE TERMS AND CONDITIONS IN WHICH CommerceCoinz, Ltd., (CCoinz) e-wallet OFFERS YOU ACCESS TO ITS SERVICES.

I. Description of the Service

CCoinz provides a financial platform that facilitates person-to-merchant financial transactions (“Payments”) for registered customers (“Users”) in the following ways:

1. You will purchase e-tokens from CCoinz e-wallet and maintain them in your CCoinz account to be further sent to participating recipient's. CCoinz will transfer a Payment from your account (the account of a Payment sender) ("Sender") to the account of a Payment recipient ("Recipient") upon electronic notification of the transaction. A User may initiate a Payment by (i) using the CCoinz web site to make a Payment to a Recipient ("Web Payment"), or (ii) using an CCoinz link located on Merchant websites to make a transfer ("Merchant Transfer")

2. Recipient will not be able to spend any money received until CCoinz receives electronic notification of a Payment and transfers funds to the Recipient.

3. Electronic notification of a Payment occurs (i) immediately when a User initiates a Web Payment.

4. Successful transfer of funds occurs (i) immediately upon electronic notification of a Payment, if the Sender's account balance is greater than or equal to the amount of a Payment or (ii) when a charge to the Sender's credit card is accepted during electronic authorization, if the Sender's account balance is less than the amount of a Payment and the Sender had elected to fund their account with a credit card.

5. Once a Payment is made it is non-reversible and non-refundable.

6. A User may elect to withdraw all or part of the balance of his or her account by direct deposit into the User's bank account or by physical check sent to the User's street address. Direct deposits to a User's bank account will only be processed after proper authorization has been received by CCoinz. Such authorization will require verification of the User's email address, bank routing number and bank account number. Physical checks will only be issued upon verification of the User's email address.

7. The minimum transaction amount for payments between Merchants is $10.00.

8. A User may add funds to an account by use of a Visa or Mastercard only.

I0. Responsibilities of Users

In order to become a User of CCoinz e-tokens, you must register online. You must also read and agree to the terms and conditions of this agreement, including:

1. You must provide CCoinz with valid and accurate information. You must be at least 18 years of age. You will not open more than one CCoinz account. CCoinz reserves the right to terminate duplicate accounts or any account containing untruthful information.

2. If you provide credit card information, you agree that we may charge your credit card for all Payments initiated by you for amounts above your then-current account balance.

3. If you do not provide credit card information, you agree that you will not attempt to initiate any Payment for amounts above your then-current balance. If you breach the terms of this paragraph, CCoinz reserves the right to reject your Payment and you will be solely responsible for the consequences of this rejection.

4. If you request an electronic funds transfer to your bank account, you will provide an initial authorization in accordance with our instructions. After an initial authorization is received, you agree that we may access your bank account at any time you instruct us to make a transfer to your bank account.

5. You agree not to engage in behavior that could reasonably be construed as providing yourself a cash advance from your credit card, and agree not to assist users who engage in behavior that could reasonably be construed as providing themselves a cash advance from their credit cards. Such behavior includes, but is not limited to, a User paying someone by charging a credit card, then receiving the funds back from the original Recipient and attempting to withdraw the funds from a CCoinz account. CCoinz reserves the right to reverse all such transactions and to terminate any accounts that are associated with such behavior.

6. You agree not to use unsolicited email, usenet, message board postings, or similar methods of mass messaging (spam) to gather referral bonuses. The use of spam to promote the service has strict negative consequences. We will immediately and permanently terminate the account of any user who has used unsolicited email to gain referrals. In addition, you may be subject to state and federal penalties and other legal consequences under applicable law if you send unsolicited email.

7. You are responsible for confirming the identity of the other party in a payment.

8. You consent to have your name and email address made available as identification to anyone whom you have paid or who has paid you through CCoinz.

9. In the event of the loss or malfunction of your computer device, payments made since your last connection to the CCoinz server may be lost, and CCoinz disclaims all liability for such loss.

10. If you are a Recipient, you assume all risks in accepting payments from Senders. Payments received from a Sender may be rejected if the Sender's account cannot adequately meet the amount of the Payment by using an existing balance or a valid credit card.

11. You are fully responsible for any goods bought or sold or any services provided by or to another User and settled through the CCoinz system. You agree that a payment received from or paid to another user is final and not reversible. Any disputes that arise between Users relating to payments made or any other transactions between individuals are not the responsibility of CCoinz.

12. If you are a Sender, you agree that all payments initiated by you in which charges are made to your credit card for the purchase of e-tokens are final and not reversible. You agree that you will not charge back any amounts previously charged to your credit card by CCoinz. If you charge back a credit card charge for a payment initiated by you, you agree that CCoinz may recover the amount of the charge-back by either reducing your CCoinz account balance or re-charging your credit card for the amount of the charge-back.

13. If you are a Recipient and a Sender charges back any amount relating to a payment made to a Recipient, CCoinz may, at its option, elect to recover any portion of the amount charged back by either reducing your CCoinz account balance or charging your credit card.

14. If you initiate a charge-back of a previous credit card charge, your CCoinz account may be terminated.

15. If you request that CCoinz transfer money to or from your bank account, you will provide CCoinz with an authorization to access your bank account in accordance with our instructions.

16. You acknowledge that (i) the CCoinz e-wallet service is not a bank (ii) accounts are not insured by any government agency, (iii) the service and CCoinz are not subject to banking regulations and (iv) CCoinz may invest in liquid assets and that interest earned on those assets will be the property of CCoinz or its agents.

17. You acknowledge that CCoinz does not make any guarantees regarding purchases made when using the service. You acknowledge that CCoinz does not ensure the quality, safety, or legality of the merchandise received, nor that the seller will even ship the merchandise.

18. If you do not access your account for a period of six months, it will be terminated. After the date of termination, you will have 30 days to redeem your account balance, after which it will be subject to applicable laws regarding escheat of unclaimed property.

19. You may not divulge your password to anyone else, nor may you use anyone else's password. CCoinz is not responsible for losses incurred by Users as the result of their misuse of passwords.

20. You understand that CCoinz at present does not service accounts from the following countries: Albania, Algeria, Armenia, Azerbaidjan, Bhutan, Bosnia-Herzegovina, Bouvet Island, Bulgaria, Cambodia, Czech Republic, Estonia, Georgia, Croatia, Hungary, Indonesia, Kyrgyzstan, Kazakhstan, Laos, Liberia, Libya, Lithuania, Latvia, Moldavia, Macedonia, Myanmar (Burma), Pakistan, Poland, Romania, Russian Federation, Serbia & Montenegro, Slovenia, Slovak Republic, Somalia, Thailand, Tadjikistan, Turkemistan, Uganda, Ukraine, Uzbekistan, Yemen and Yugoslavia. This list may change at any time.

21. If you use, or attempt to use the service for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of CCoinz, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

22. You agree to indemnify and hold CCoinz, its affiliates, officers, directors and employees harmless from any claim or demand whatsoever relating to or arising out of the service.

23. Customers are reminded to print out all transaction data, the Terms of Use ad the payment methods in order to avoid misconceptions at a later time.

III. Responsibilities of CCoinz

1. CCoinz reserves the right to verify any of the information you provide.

2. CCoinz shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner. However, a number of factors, several of which are outside of our control, will contribute to when the funds are received. We make no representations or warranties regarding the amount of time needed to complete processing, such as delays in the banking system or the mail service, nor shall we be liable for any actual or consequential damages arising from any claim of delay.

3. CCoinz shall not be responsible for payments made to unintended Recipients due to the input of incorrect information by Senders, nor shall we be responsible for the verification of the identity of Users.

4. CCoinz shall not be responsible for any information lost due to malfunction or loss of a computer device.

5. CCoinz shall not be liable for any damages of any kind arising out of or in connection with this account agreement, the CCoinz web site, or CCoinz service.

6. CCoinz shall not be obligated to pay User for any Payments for which CCoinz has not been fully paid by the Sender's credit card issuer.

7. CCoinz reserves the right to hold funds beyond the normal distribution periods for transactions it deems suspicious.

8. CCoinz, in its sole discretion, may terminate this Agreement, access to its web site, or access to the service without notice for any reason and at any time.

9. CCoinz retains all right, title, and interest in and to trademarks. Users shall only use CCoinz trademarks with the express permission of CCoinz. Users shall not use the trademarks in any manner that is disparaging. Under no circumstances may a User alter, modify, or change CCoinz's trademarks.

IV. Errors

1. In case of errors or questions about your transactions, you should notify CCoinz through application messaging or e-mail.

2. You must: 1) Tell us your account number, security answer, name and primary email address; 2) Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and, 3) Tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send your complaint in writing within ten (10) business days. We will tell you the results of our investigation within ten (10) business days after we hear from you, and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) calendar days to investigate the complaint or question. If we decide to do this, we may provisionally credit your transaction account within ten (10) business days for the amount you think is in error, so that you may have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not provisionally credit your transaction account. If we determine there was no error, we will mail you a written explanation within three (3) business days after we finish the investigation. You may ask for copies of documents which we used in our investigation. We may revoke any provisional credit provided to you if we find that an error did not occur.

IV. Consumer Liability and Error Resolution

1. . In case of unauthorized transactions, payment problems, errors or questions about your account, you should notify CCoinz through application messaging or e-mail. You must: 1) Tell us your account number, security answer, name and primary email address; 2) Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and, 3) Tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send your complaint in writing within ten (10) business days. We will tell you the results of our investigation within ten (10) business days after we hear from you, and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) calendar days to investigate the complaint or question. If we decide to do this, we may provisionally credit your transaction account within ten (10) business days for the amount you think is in error, so that you may have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not provisionally credit your transaction account. If we determine there was no error, we will mail you a written explanation within three (3) business days after we finish the investigation. You may ask for copies of documents which we used in our investigation. We may revoke any provisional credit provided to you if we find that an error did not occur.

This Agreement is subject to change at any time without notice.