Carbon Transfer Agreement

Revised 20 March 2022

This agreement is made between TWINFLOWS HOLDING CO., LTD. (hereinafter referred to as “TwinFlows”) having a registered address at 60/266 Prasert Manukit 27 Prasert Manukit Jorakaebua Ladprao Bangkok 10230 and the customer who uses our provided services (hereinafter referred to “the Customer”)

WHEREAS, the Customer is desirous of opening an account for Carbon Credit and related asset with TwinFlows, subject to the Customer’s compliance with laws, rules, and regulations relating to carbon asset exchange. The Customer is willing to transfer all Carbon Credit rights from private and public transportation in the present and future and get reward by TwinFlows Drive to Earn Project. The Customer hereby consents to withdraw all Carbon Credit rights from private and public transportation in the present and future from other Carbon Registry Organization, regardless of jurisdictions or nationalities, or other all previous contracts in all forms the customer may have at the time of registration.

NOW, THEREFORE, TwinFlows and the Customer hereby agree as follows:

1. In this Agreement

“Carbon Asset” shall include Carbon Credit or other relevant chemical elements with economic values in all forms;

“Carbon Asset Exchange” shall include a center or network established for the purposes of purchasing, selling or exchanging of Carbon Asset, operates by matching or arranging the counterparty or providing the system or facilitating a person who is willing to purchase, sell or exchange of Carbon Asset to be able to enter into an agreement or match the order, in the normal course of business

“Purchase” shall include subscription to Carbon Asset

“Other Similar Project” shall include all Carbon Credit Projects in transportation or energy sector in every jurisdictions

“Customer” shall include customers who sign up to use an account through the platform on TwinFlows Site by acknowledging and accepting all the terms and conditions defined hereunder and also acknowledging that earnings and losses in trading or holding Carbon Asset on our website is at your own risk and also granting TwinFlows the exclusive rights to claim Carbon Asset for their energy consumption in any cases to prevent double counting or other issues from third parties

“Website” means the website at www.TwinFlows.com or any other website that TwinFlows may notify the Customer from time to time

“Carbon Registry Organization” means the International Greenhouse Gas Management Organizations such as UNFCCC or local Organizations such as TGO, or other organizations in each country, or other organizations relevant to the conversion of Carbon Asset to financial value without limitation of forms, if any.

“Vehicle Registration ID” means the electronic vehicle plate identification number of the Customer as provided by TwinFlows for the purpose of carbon asset trading pursuant to the Conditions under this Agreement;

“Thai Baht” means the applicable currency not limited to Thai Baht and includes TWIN Token as the replica of carbon currency. The exchange rate is determined between central bank or other banks in international jurisdictions. There is the value equal to 0.01 Carbon Asset in the TwinFlows bank account for each TWIN Token in circulation. The idea is to provide a reference point for trading on the blockchain while avoiding regulatory issues (banking system, etc.). TWIN Token is purchased for real money and can be redeemed for real money.

2. Create an account

2.1 Eligibility

(1) over 18 years old and must own a valid driving license and electric vehicle or related technology; or

(2) a representative of juristic person duly incorporated by applicable laws in regardless of jurisdictions.

2.2 Registration of an account

(1) In order to use any of TwinFlows’s services, the Customer must first register into the Website and creating your account by providing your accurate personal information, including but not limited to, your name, surname, nationality, identification number, passport number, mobile phone number, address, date of birth, occupation, range of income, email address, as well as other required information fields that we requested to complete our KYC process according to TwinFlows’s Customer Acceptance Policy and the Anti-money laundering and counter-terrorist financing policies.

(2) The Customer agrees and accepts that it is in TwinFlows’s sole and final discretion to refuse or allow to create an Account or limit the trading activities that you shall establish and maintain at any time.

(3) The Customer is required to provide TwinFlows certain personal information and in submitting this or any other personal information as required. The Customer certifies that the information is accurate and authentic, and the Customer agrees to immediately make an update to TwinFlows if any information change.

(4) The Customer agrees to inform and provide information as following below, along with its clarification to TwinFlows, Carbon Registry Organization or other government agencies with legal authority in order to meet the requirement of such organizations and/or comply with the regulations defined by the government authorities.

(4.1) Information that is able to identify true identity of the Customer and/or the beneficial owner of each transaction made by the Customer.

(4.2) Information regarding the Customer’s transaction whether or not such transaction is proceeded through TwinFlows’s services.

2.3 Usage

(1) The Customer agrees to be bound by the terms and conditions of this Agreement and other Terms and Conditions of the Website in all respects.

(2) The Customer shall be responsible for the safeguarding and confidentiality of the Vehicle Registration ID, User ID, Application Program Interface (API) and Password and for all transactions initiated through TwinFlows’s carbon asset trading system. The Customer shall be solely responsible for any improper and unauthorized use of the Vehicle Registration ID, User ID and Password by any other person.

The Customer shall use adequate security procedures to ensure the confidentiality of the Vehicle Registration ID, User ID and Password and to prevent any unauthorized person from using the Vehicle Registration ID, User ID and Password.

(3) The Customer is solely responsible for any loss or compromise of the foregoing information and/or the Customer’s personal information that may result in unauthorized access to the Customer’s Account by third-parties and the loss or theft of any Carbon asset and/or funds  held in the Customer’s Account and any associated accounts, including any linked bank account(s) and credit card(s); provided that TwinFlows will be responsible and liable for any loss or compromise of the foregoing information if such loss arisen from errors made by TwinFlows.

(4) The Customer is solely responsible for keeping the Customer’s email address and contact information up to date in the Customer’s Account profile.

(5) TwinFlows do not assume any responsibility in all circumstances for any loss that the Customer may sustain due to the compromise of the Customer’s Account, login or credentials, except in the case of TwinFlows’s gross negligence and misconduct.

(6) In the event that the Customer believe that the Customer’s Account information has been compromised, the Customer must contact TwinFlows immediately at www.twinflows.com/contact-us/ or other contact point that TwinFlows may announce. TwinFlows reserves the right to not announce the changes in advance, but to continue disclose it through the Website.

(7) Limited License

(7.1) TwinFlows hereby grants the Customer a limited, non-exclusive, non-transferable license, subject to the terms and conditions hereof, to access and use TwinFlows’s Website, and related content, materials, information displayed on TwinFlows’s Website (collectively, the “Content”) solely for approved purposes of the use of our defined Services and as permitted by us explicitly. The Customer is prohibited from using the Content for any purpose other than the ones defined hereunder.

(7.2) The Customer acknowledges and accepts that all the right, title, and interest in the Content, all logos related to TwinFlows’s Services or displayed on TwinFlows’s Website, all other intellectual property rights (including without limitation copyright, trademarks, registered marks or unregistered) (collectively referred to as the “IPRs”) is exclusively the property of TwinFlows and its licensors.

(7.3) The Customer represents and warrants that the Customer shall not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the IPRs, in whole or in part without TwinFlows’s prior written consent.

(8) Website Accuracy

(8.1) TwinFlows will be responsible for any information disclosed on TwinFlows’s Website and that the Customer relies on for the use of TwinFlows’s Services. In case of any technical or publication errors made by TwinFlows on such information. Provided that; TwinFlows does not give any representations or warranties to persuade the Customer to enter into any transaction and those decisions are solely made by the Customer.

(8.2) In case TwinFlows changes any information relating to listing policies or TwinFlows’s Services provision i.e. fee, listing rule or TwinFlows’s material corporate information, TwinFlows will inform the Customer of such change in advance.

(8.3) Links to third-party materials (including but not limited to websites) may be provided for convenience on TwinFlows’s Website but such links are not controlled by TwinFlows. The Customer fully acknowledges and agrees that TwinFlows is not responsible or liable for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to TwinFlows’s Website.

(9) Prohibited Use, Prohibited Business and Conditional Use

(9.1) In connection with the Customer’s use of TwinFlows’s Services, and the Customer’s interactions with other users and third parties, the Customer represents and warrants that the Customer shall not engage in any prohibited business or illegal use.

(9.2) TwinFlows reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request in relation to the prohibited business or prohibited use or conditional use.

(9.3) TwinFlows reserves the right and in its own discretion to cancel and/or suspend the Customer’s Account and/or block any transactions (including the Transfer Transaction, the Matching Transaction or the Carbon Currency Wallets deposit and withdrawal) or immediately freeze funds without any prior notice, in case the Customer’s Account is associated with a prohibited business or prohibited use or conditional use.

(10) Suspension, Termination, and Cancellation

(10.1) TwinFlows, at TwinFlows’s sole and final discretion, may: (i) suspend, restrict, or terminate the Customer’s access to any or all of TwinFlows’s Services, and/or (ii) deactivate or cancel the Customer’s Account, among other things, in the following circumstances:

(1) TwinFlows is required by a valid subpoena, court order, or binding order of a government authority to do so; or

(2) TwinFlows reasonably suspect the Customer of using the Customer’s Account in connection with a Prohibited Use or Prohibited Business or Conditional Use; or

(3)   The use of the Customer’s Account is subject to any pending litigation, investigation, or government proceeding; and/or

(4) TwinFlows assesses the risk of legal or regulatory non-compliance associated with the Customer’s Account activity and the result of such assessment indicates high risk; or

(5)   TwinFlows’s service partners are unable to support the Customer’s use; or

(6)   The Customer takes any action that TwinFlows deems as circumventing TwinFlows’s controls in any case or any circumstance, including, but not limited to, opening multiple of the Customer’s Accounts or abusing promotions which TwinFlows may offer from time to time.

(7) The Customer breaches any of our policies or instructions that TwinFlows notify the Customer from time to time.

(10.2) If TwinFlows suspends or closes the Customer’s Account, or terminates the Customer’s use of TwinFlows’s Services for any reason, TwinFlows will provide the Customer with notice of TwinFlows’s actions unless a court order or other legal process prohibits TwinFlows from providing the Customer with such notice. The Customer acknowledges that TwinFlows’s decision to take certain actions as defined under 6.1 may be based on confidential criteria that are essential to TwinFlows’s risk management and security protocols. The Customer agrees that TwinFlows does not have any obligation to disclose the details of its risk management and security procedures to the Customer in any manner.

(10.3) If TwinFlows suspends or closes the Customer’s Account, or terminates the Customer’s use of TwinFlows’s Services for any reason, TwinFlows reserves the right to require the Customer to complete the verification procedures before permitting the Customer to transfer or withdraw Carbon asset or fiat currency out of your Carbon Asset Wallet or Carbon Currency Wallets.

(10.4) The Customer may terminate the Customer’s Account at any time by withdrawing all balances; provided that the Customer will not be charged for termination of such Account. The termination of the Customer’s Account shall not relieve the Customer from the obligation and liability to pay any outstanding amounts owed to TwinFlows.

(10.5) The Customer authorizes TwinFlows to cancel or suspend any pending transactions at the time of termination.

(11) Privacy of Others

(11.1) If the Customer receives information about another customer through TwinFlows’s Services, the Customer shall keep such information in strict confident and shall only use it in connection with TwinFlows’s Services

(11.2)  The Customer shall not disclose or distribute any customer’s information to any third party or use the information except as reasonably necessary to effectuate a relevant Transfer Transaction or Matching Transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless the Customer receives the advance customer’s express consent to do so. The Customer agrees not to send unsolicited email to a user through TwinFlows’s Services.

(11.3) The Customer shall indemnify and hold TwinFlows harmless from any complaintor  claims from the other customer of any damages or compensation from the use of those information that the Customer receives.

3. General Provision on trading

3.1 Instructions given by the Customer will take effect when it is actually received by TwinFlows. Unless otherwise agreed, the instructions shall continue in full force and effect until cancelled or superseded by subsequent instructions received and accepted by TwinFlows. The Customer shall be responsible for all consequences whatsoever which may result from the execution of the Customer’s instruction(s). TwinFlows shall be indemnified in any case whatsoever from and against any loss or damage suffered by the Customer or which the Customer causes in connection with the execution of the Customer’s instructions.

3.2 The Customer may cancel the instructions placed via the Internet or other electronic system if the instructions are not executed and confirmed by the carbon asset trading system of TwinFlows.

3.3 TwinFlows shall be entitled to confirm the instructions given by the Customer via the Internet or other electronic system or other means as TwinFlows deems appropriate.

3.4 TwinFlows shall be entitled to refuse to execute any instruction which is in excess of the Trading Limit of the Customer. The Customer agrees that TwinFlows shall not be liable for any loss, damage, cost or expense suffered by the Customer as a result of that refusal.

3.5 The Customer agrees to sell only the Carbon asset in the trading account opened with TwinFlows.

3.6 TwinFlows shall be entitled to prohibit, refuse to execute, or cancel (a) any purchase instruction which may result in the Customer having any Carbon asset exceed the amount determined by TwinFlows; or (b) any instruction which TwinFlows at its own discretion considers that it is inappropriate or prohibited by laws or regulations of TwinFlows or the authorities. In addition, TwinFlows shall be entitled to prevent the Customer from trading Carbon asset via the Internet and/or other electronic media through TwinFlows’s Carbon asset trading system. The Customer will not in any circumstance hold TwinFlows liable for any loss or damages whatsoever suffered incurred thereby.

3.7 The Customer acknowledges that the Customer is fully aware of the rules, conditions and procedures concerning the trading of Carbon asset through the Internet or other electronic media and accepts the risks that may arise from the sale and purchase of Carbon asset via the Internet or other electronic media.

3.8 The Customer hereby agrees and acknowledges that orders for trading of Carbon asset shall be specific as to the name, category, type, quantity and prices only. There will be no specification to and from whom the Carbon asset shall be traded, who are holders of the said Carbon asset or whether such Carbon asset shall carry specific nature. TwinFlows may take from or deliver to any purchasers, sellers or the Customer any Carbon asset of the same category, type and quantity.

3.9 TwinFlows hereby allows the Customer to trade the Carbon asset under this Agreement within a limit granted, and method of calculation, prescribed by TwinFlows. TwinFlows shall, at its own discretion, be entitled to increase or reduce the said limit at any time and without consent from the Customer who shall accept such increase or reduction in the limit without any prior notice from TwinFlows.

3.10 Where either party has changed the bank account number and/or documentary evidence and/or done any act which has an effect on deductions and/or credit into the bank account hereunder, such party shall immediately notify the other in writing. Failure shall result in failing party being responsible for any damage suffered by the other.

3.11 In the event of any mistake of all acts and/or information, documents as a result of whatever failure from computer, electricity, telecommunication or other related systems and regardless whether TwinFlows shall be attributed to such failure, both parties shall amicably overcome such failure for the common benefit and purpose of this Agreement. All claims for compensation whatsoever shall hereby be waived by the Customer.

3.12 In cases where the Customer desires to make payment and/or delivery of money according to this Agreement in foreign currency, the Customer agrees to use the exchange rate quoted at a commercial bank (agreed to by TwinFlows) offered for purchase to the public for calculation purpose. In cases where it is the payment and/or delivery of money by TwinFlows, the exchange rate quoted at a commercial bank (agreed to by TwinFlows) offered for sale to the public on the day TwinFlows exchanges the said money will be used for calculation purpose.

3.13 The Customer agrees to be responsible for any fee and/or risk and/or loss arising from a fluctuation in the exchange rate in the said foreign currency.

3.14 TwinFlows does not guarantee the value and legal status of any carbon asset listed on TwinFlows’s Website. The Customer acknowledges that Carbon Asset are not fiat currency and not backed by any government. The Customer fully understand that as Carbon Asset could gradually increase in value, it could also rapidly reduce in value or become worthless.

3.15 Nothing under this Agreement shall limit TwinFlows’s liability that we may cause to the Customer due to the violation or non-compliance with the relevant legal framework committed by TwinFlows, the director, the manager or the personnel of TwinFlows.

4. Services

The Customer’s TwinFlows account encompasses the following basic services (collectively referred as “TwinFlows’s Services”):

4.1 One or more hosted Carbon Asset wallets will allow you to store certain supported Carbon asset, including but not limited to Carbon Credit. The Customer will be able to track, transfer, and manage our supported Carbon asset in such wallet (the “Hosted Carbon Asset Wallet“);

4.2 Through TwinFlows Carbon asset matching services, The Customer will be able transact TwinFlows’s supported Carbon asset with other party registered on TwinFlows’s Website. TwinFlows will match the price instructed by the Customer with other registered customers on the Carbon asset exchange platform on TwinFlows’s Website (the “Matching Service”). The Customer acknowledged that TwinFlows is solely the Matching Service provider and the Customer’s transactions are made between the Customer and other registered customers at the Customer’s will and judgement; and

4.3 Solely and exclusively for the purpose of the trading and conversion transaction of the supported Carbon Asset on Our Website, one or more currency Thai Baht account will be created and maintained (“Carbon Currency Wallet“).

4.4 TwinFlows Carbon Fund (“Investment Services”) reserves exclusive right to invest in the capital when users or limited partners convert Twin Token in the Carbon Fund section. The users or limited partners shall acknowledge that all TwinFlows investment decision is final. The investment types shall not be limited to equity, credit, or asset. The users or limited partners shall accept all responsibilities and risks. The investment return shall be updated on monthly basis. The users or limited partners cannot withdraw Carbon Fund in the period of 6 months after convert Twin Token in the Carbon Fund section. Any TwinFlows guaranteed ROI applies only to Twin Token. Investment Services are subject to risks to the users and limited partners. The ROI of Carbon Fund shall be based on global index returns before deduction of investment fees. TwinFlows shall bear no responsibility in losses or damages from investment on users or limited partners.

5. Carbon Asset Services

5.1 In General

(1) The Hosted Carbon Asset Wallet Services allows the Customer to send, receive, and store supported Carbon asset from third parties or yourself pursuant to instructions the Customer provides through Our Website (each such transaction individually referred as the “Transfer Transactions“).

(2) TwinFlows reserves the right to (a) refuse, (b) process, (c) cancel any pending Transfer Transaction as required by law or in response to a subpoena, court order, or other binding government order; or (d) to enforce transaction limits at TwinFlows’s sole discretion that shall be absolute and final.

(3) TwinFlows cannot reverse a Transfer Transaction of Carbon asset which has been broadcasted to a Carbon Asset network.

(4) The Hosted Carbon Asset Wallet Services are available only in connection with those Carbon Asset that TwinFlows, at its sole and final discretion, decides to support. The Carbon Asset that TwinFlows supports may change from time to time.

(5) If the Customer has any questions about which Carbon Asset TwinFlows currently support, please visit www.twinflows.com/contact-us/. TwinFlows reserves the right to not announce the changes in advance, but to continue disclose it through the Website.

(6) Under no circumstances should the Customer attempt to use the Customer’s Hosted Carbon Asset Wallet to store, send, request, or receive Carbon asset in any form that are not supported by TwinFlows. TwinFlows assumes no responsibility or liability in connection with any attempt to use TwinFlows’s Services for such Carbon Asset.

(7) In the event that the Customer has deposited Carbon asset that are not supported by TwinFlows, the Customer may request TwinFlows to return such Carbon asset with no requisite minimum amount. TwinFlows will charge a fee for returning the Carbon asset for Baht 3,000 per transaction, by collecting from the Customer’s Carbon Currency Wallet. TwinFlows will process and return the unsupported Carbon asset to the Customer within 30 days from the date TwinFlows receives the fee.

(8) TwinFlows reserves the right and its sole discretion in the management of interests or other benefits that may arise from the Carbon Asset deposited in the Hosted Carbon Asset Wallet.

(9) The Customer agrees to grant TwinFlows the exclusive rights to manage their Carbon Asset. The Customer cannot receive Carbon Asset from other parties or organizations or use TwinFlows’s services from Carbon Asset from other parties or organizations in the past.

(10) In case of double accounting to claim Carbon Asset from Carbon Registry Organization or other government agencies, the Customer agrees that TwinFlows remains exclusive rights over other parties or organizations to collect the Carbon Asset on the Customer behalf. If the Customer does not withdraw from such conduct, TwinFlows has the right to collect damage fees with reasonable interest rates.

5.2 Transfer Transactions

(1) TwinFlows only processes TwinFlows’s supported Transfer Transaction of your Carbon asset according to the Customer’s instructions and TwinFlows do not guarantee the identity of any user, receiver, or the Customer’s contractual party involving the Transfer Transaction.

(2) The Customer represents and warrants that the Customer has verified all the information involving the Customer’s Transfer Transaction prior to submitting the instructions to TwinFlows.

(3) Once the Transfer Transaction is submitted to a Carbon Asset network, funds associated with the Transaction will be in ‘pending’ state for a period of time. Such Transfer Transaction remains incomplete while it is in a pending state and it shall only be credited to the Customer when there are enough confirmations from the carbon confirm network.

(4) TwinFlows will charge Transfer Transaction fees, at the rate prescribed by TwinFlows, to process a Transfer Transaction on the Customer’s behalf, provided that will be notified of the relevant fees before the Customer authorizes a Transfer Transaction.

(5) The Customer acknowledges and agrees that the Transfer Transaction shall be proceeded and confirmed by the Carbon Confirm Network and the verification process by the Carbon Confirm Network may be varied resulting in potential delay in the effectuate and execution of the Transfer Transaction. In case of delay, the Customer waives all the rights to put any complaint or any claim for any compensation or damage whatsoever against TwinFlows, except in the case that such delay is directly attributable to TwinFlows’s errors.

5.3 Carbon asset Storage & Transmission Delays

(1) TwinFlows securely stores all Carbon asset private keys in TwinFlows’s control in a combination of online and offline storage. As a result, it may be necessary for TwinFlows to retrieve certain information from offline storage in order to facilitate any Transfer Transaction in accordance with the Customer’s instructions, which may delay the initiation or crediting of such Transaction for 48 hours or more.

(2) In case any delay caused by TwinFlows’s error, TwinFlows agrees to accept the responsibility for any damages arising from such delay.

5.4 Third Party Payments

(1) The Customer acknowledges that TwinFlows does not have control over, or liable for the delivery, quality, safety, legality or any other aspect of any goods or services that the Customer may purchase or sell to or from a third party (including other customers of TwinFlows’s Services), in particular the Carbon asset.

(2) TwinFlows are not responsible, in all circumstances, for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so, except in the case that are directly attributable to TwinFlows’s errors.

(3) If the Customer experience a matter with any goods or services purchased from, or sold to, a third party in connection with Carbon asset transferred using TwinFlows’s Services, or if the Customer has a dispute with such third party, the Customer must resolve the dispute by yourself immediately and directly with that third party; provided that the Customer agrees to indemnify and hold TwinFlows harmless from any damage or complaints that may be incurred from such dispute or conflict.

5.5 Enrollment of managing greenhouse gas emissions through social system

(1) The Customer shall acknowledges that TwinFlows has the control over all their carbon asset rights from past, present, or future at the time of enrollment. The Customer shall transfer Carbon asset rights to TwinFlows throughout the program and shall not enroll in similar programs in all forms that use electric vehicles to create Carbon Asset. The customer agrees to transfer all present and future Carbon asset rights regardless of jurisdictions or nationalities, or other all previous contracts in all forms the customer may have at the time of registration.

(2) TwinFlows reserves all Carbon Asset rights of the Customer and may grant the rewards back in the forms of lottery. TwinFlows reserves the rights to require additional documents to ensure the compliance with local and international regulators. In the case of information errors, TwinFlows reserves the right of rewards termination if the Customer cannot provide sufficient proofs.

(3) For all Carbon Asset created, the customer shall bear all risks related to discrepancies in energy consumption and transport distance. TwinFlows shall only be responsible for giving data to Carbon Registry Organization and distributing Carbon Asset back in Lottery Rewards.

(4) The customer acknowledges that all final data related to Carbon Asset, Vehicle Ownership, Account Identification, and other verifications sent to TwinFlows is accurate and reliable. TwinFlows acts as the intermediary only and shall not be responsible for any issues of dispute related to discrepancies between Customer and Carbon Registry Organization or other relevant parties.

(5) TwinFlows are not responsible, in all circumstances, for refunding Carbon asset rights back to the Customer throughout the enrollment period. Whether in foreseeable or unforeseeable circumstances, the Customer agrees to transfer Carbon asset to TwinFlows. The Customer agrees to transfer all Carbon asset rights from past, present, and future when they register to use www.TwinFlows.com.

(6) The Customer shall discontinue past enrollment or refrain from future enrollment in Other Similar Project. The customer agrees to transfer all past, present, and future claimable Carbon Asset rights to TwinFlows at the point of account registration. In all circumstances, when the Customer transfers Carbon Asset to other third parties during the enrollment period, whether intentionally or unintentionally, TwinFlows shall reserve the supreme right over other third parties in claiming the ownership of the Carbon Asset. The Customer acknowledges that TwinFlows shall not be responsible for any labilities or damages , to the Customer or other third parties, from claiming the supreme right and ownership of Carbon Asset from enrollment of managing greenhouse gas emissions through social system against Other Similar Project.

(7) The Customer and third parties shall acknowledge that the social innovation is the patent of TwinFlows, registered in the Kingdom of Thailand. In the case of disputes on Intellectual property Infringement or Carbon asset rights, or similarity of social innovation, or other related issues, all parties shall subject to Thai Court. TwinFlows shall not be liable to any expenses related to arbitration or litigation procedures.

6. Matching Services

6.1 In General

(1) Eligible customers in certain jurisdictions may engage in the Matching Services.

(2) By using TwinFlows’s Matching Services, TwinFlows acknowledges and irrevocably agrees that the matching instruction that the Customer give for the matching purpose (the “Matching Transactions”) is not amendable or cancellable.

(3) TwinFlows reserves the right to delay or cancel the Customer’s Matching Transaction if TwinFlows perceives a risk of fraudulent or illegal activity(ies) and the Customer shall not be able to claim for any damages or compensation from TwinFlows in this regard. In case that the Matching Transactions that is considered to be at risk, TwinFlows does not guarantee that the Customer’s Matching Transactions will be successfully executed through TwinFlows’s Website.

(4) Each instruction for the Matching Services shall be made for the amount of the minimum of ten (10) THB per instruction.

6.2 Matching Transaction Fees

(1) Each Matching Transaction is subjected to a fee (“Transaction Fees”).

(2) The applicable Transaction Fees are displayed to you on TwinFlows’s Website prior to completing the Customer’s Matching Transactions.

(3) TwinFlows’s Website may automatically split the order that the Customer instructed for certain Matching Transaction to match the instruction from the other customer and in such circumstance, the Customer fully understands that the Matching Transaction Fees shall be collected for each split Matching Transaction. It should be noted that TwinFlows will calculate the Transaction Fees according to actual value of each Matching Transaction and there will be no duplicate calculation and charge.

(4) TwinFlows will not process any Matching Transactions if the Transaction Fees and any other associated fees applicable to such transactions, such as wire transfer fees, exceed the remaining balance in the Customer’s account opened with TwinFlows.

(5) Payments using other methods, such as wire transfer (if permitted), are subject to different Transaction Fees disclosed to the Customer before the Customer authorizes a Matching Transaction.

(6) The availability of each Payment Method and the applicable Transaction Fees depend on a number of factors, including but not limited to the Customer’s location, the identification information that the Customer has provided TwinFlows, and the limitations imposed by a third-party payment processor. The Customer can view the current Transaction Fees rate apply to the Customer’s location and payment method as the basic reference at the fee page on TwinFlows’s Website.

(7) TwinFlows reserves the right to adjust or withheld its Transaction Fees and any applicable waivers at any time. TwinFlows’s discretion on this matter shall always be absolute and final. This action shall be announced by TwinFlows in writing on TwinFlows Website prior to the adjustment.

6.3.   Reversals & Cancellations.

(1) The Customer acknowledges that the Customer cannot cancel, reverse, or change any Matching Transaction considered as complete or pending.

(2) If the Customer’s payment is not successful or  the Customer has insufficient remaining balance in the Customer’s Account, the Customer agrees and accepts to solely authorize TwinFlows, at TwinFlows’s sole discretion, either to cancel the Matching Transaction or to debit the Customer’s other payment methods, including the Customer’s balances or other linked accounts, in any amount necessary to complete the Matching Transaction without requiring any advance notice or consent from the Customer.

(3) TwinFlows reserves the right to refuse to process, to cancel or to reverse any Matching Transactions and TwinFlows’s sole discretion shall be absolute and final, even after Carbon Asset  have been debited from the Customer’s Account(s), if (i) TwinFlows suspects the Matching Transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; or (ii) TwinFlows reasonably suspects that the Matching Transaction is erroneous; or it relates to TwinFlows’s Prohibited Use or a Prohibited Business of Conditional Use as set forth below. In such instances, TwinFlows will reverse the transaction and The Customer hereby acknowledges and agrees to waive all of the rights from such cancellation and/or reversal to put any claim or complaint on TwinFlows.

7. Carbon Currency Wallets

7.1 Carbon Currency Wallets

(1) For the Matching Transaction, the Customer shall establish and fund one or more Carbon Currency Wallets that shall be used solely and exclusively to facilitate the Matching Transaction on TwinFlows’s Website (“Carbon Currency Wallets”)

(2) In such circumstance, the Customer is the owner of the fund of each of the Customer’s Carbon Currency Wallets and the Customer shall be solely responsible and liable for those Carbon Currency Wallets; provided that TwinFlows will hold the balance of the Customer’s Carbon Currency Wallet in dedicated custodial accounts with financial institutions.

7.2 Deposits and Withdrawals.

(1) The Customer may initiate a transfer from the Customer’s account to fund a Carbon Currency Wallet. The minimum value of deposit is 40 (forty) Thai Baht, in which this may be subject to future changes. TwinFlows reserves the right to not announce the changes in advance.

(2) Each withdrawal from the Customer’s Carbon Currency Wallet is subject to fees, at the rate prescribed by TwinFlows (inclusive of the applicable fees), provided that all withdrawal Fees will be clearly disclosed in TwinFlows’s Websites.

(3) For deposits, TwinFlows will credit your Carbon Currency Wallet with a corresponding amount of Thai Baht that the Customer has deposited after balances are delivered and verify by TwinFlows. The terms and conditions of the deposit verification are the following:

1) Bank Account Payment: The Customer may deposit using Account Code through the personal account.

2) Digital Wallet: The Customer must transact through Website or Application only after completing multi-step verification.

(4) For withdrawals, the terms and conditions are the following:

1)  The Customer may withdraw Thai Baht in accordance with the limit imposed by TwinFlows after the completion of account verification. The Customer must retain at least 1 (one) bank account in order to endorse transfer.

2)  In the case of withdrawals of less than 2 (two) million Thai Baht, TwinFlows will immediately deduct the amount from the Customer Carbon Currency Wallets. The amount withdrew will be transfer to the Customer within 24 (twenty-four) hours after the withdrawal confirmation by the Customer.

3)  In the case of withdrawals exceeding 2 (two) million Thai Baht, the withdrawal can only be done to a Kasikorn Bank account (the withdrawal limit is subject to the bank terms and conditions). The amount withdrew will be transfer to the Customer within 24 (twenty-four) hours after the withdrawal confirmation by the Customer..

(5) TwinFlows may change, cancel, adjust or add further conditions for withdrawals and deposits process. The said difference will be disclosed on TwinFlows Website. TwinFlows reserves the right to not announce the change, cancel, adjust or add further conditions for withdrawals and deposits process in advance, for the circumstances in which the circumstances do not affect the customers transactions.

(6) TwinFlows reserves the right to not proceed the withdrawal if the bank transactional fee exceed the amount withdraw by the Customer..

7.3 The Customer acknowledges that TwinFlows reserves the right to debit the Customer’s Carbon Currency Wallet in conditions as follows;

(1) For payment of Transaction Fees or other expenses relating to any Carbon asset Transactions in this agreement.

(2) For disbursement and penalty in case the Customer is responsible.

(3) For any other conditions as prescribed by relevant regulations.

7.4 The Customer agree and acknowledges that THB deposits will not be paid any interest.

8. General Use, Prohibited Use

8.1 Transaction limit

(1) The use of TwinFlows’s Services for the Transfer Transaction and the Matching Transaction is subject to a limit on the amount of volume, stated in Thai Baht that the Customer may transact or transfer in a given period (e.g., daily) (“Transaction Limits”).

(2) TwinFlows assigns the Customer’s Transaction Limits depending on the Customer’s payment method, verification steps TwinFlows has completed, and other factors and TwinFlows reserves the right to change applicable Transaction Limits as TwinFlows deems necessary in TwinFlows’s sole and final discretion.

8.2 Relationship of the Parties

TwinFlows is an independent contractor for all purposes under any circumstances. Nothing in this Agreement shall be deemed, caused, construed or is intended to be deemed, the Customer and TwinFlows as partners, joint ventures, or otherwise as joint associates for profit, be jointly liable, or either the Customer or TwinFlows to be treated as the agent of the other.

8.3 Taxes

(1) It is the Customer’s sole responsibility to determine whether, and to what extent, any taxes apply to any transactions that the Customer has conducted through TwinFlows’s Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

(2) The Customer’s transaction history is available through the Customer’s Account.

(3) The Customer shall indemnify and hold TwinFlows harmless from all the claims, demands or request relating to the Customer’s tax obligations incurred from the use of TwinFlows’s Services and TwinFlows’s Website.

8.4 Unclaimed Property

(1) If TwinFlows is (a) holding balances in the Customer’s account, and (b) unable to contact the Customer, and (c) has no record of the Customer’s use of TwinFlows’s Services for certain years, the applicable law may require TwinFlows to report these balances as unclaimed property to the authorities in the applicable jurisdiction.

(2) If this occurs, TwinFlows will inform, announce and try to locate the Customer at the address shown in TwinFlows’s records, but if TwinFlows is unable to locate the Customer with TwinFlows’s reasonable effort, TwinFlows will inform the Customer for the last time and the Customer will keep the Customer’s remaining Carbon Asset in the Customer’s account until the rightful owner summit his/her claim for such Carbon Asset. The Customer shall agree and accept this procedure without any rights to claim for any other compensations or to object.

(3) TwinFlows reserves the right to deduct a dormancy fee or other administrative charges arisen from the unclaimed Carbon Asset, as permitted by applicable law.

8.5 Eligible fiat currency on TwinFlows’s Websites.

(1) The Customer agrees and acknowledges that TwinFlows’s Websites will receive Thai Baht (“THB”) as a fiat currency.

(2) The Customer further acknowledges that TwinFlows’s Website will not receive any other foreign currencies except the THB.

(3) All THB deposits must be made within Thailand in order to enable TwinFlows to examine the source of the funds that are deposited to TwinFlows’s Website. Any deposits sent in other foreign currencies, or originating from outside Thailand, will be rejected and forfeited at TwinFlows’s sole discretion that shall be absolute and final.

8.6 Uninsured Deposits.

(1) The Customer acknowledges that the Customer’s Account and the Customer’s deposited balances on TwinFlows’s Websites is not considered as a bank account under the law of commercial bank or the deposit protection laws. TwinFlows guarantees to keep the Customer’s assets (both fiat and Carbon Asset) separate from TwinFlows’s assets and TwinFlows shall implement the specific measures to monitor and control the Customer’s assets.

(2) The Customer further acknowledges that all deposit and withdrawal shall be solely made, by and to the Customer’s approved and registered bank account. All withdrawal or deposit to or from a bank account that is not registered and approved by TwinFlows is strictly prohibited. In such circumstance, TwinFlows will inform the Customer to register such bank account into TwinFlows’s Website or if the Customer fails to proceed with the registration of such additional bank account, TwinFlows will contact the Customer in order to coordinate in deposit return; provided that the Customer is responsible for any expenses arisen from such transaction.

8.7 No Pyramid, Ponzi, Cash Gifting, Lending and Money Games

(1) The Customer represents and warrants that the Customer, the Customer’s Account are not and shall not engage or involve any illegal investment schemes including but not limited to pyramid scheme, Ponzi scheme, cash gifting, money donation scheme, money lending program, and monetary game scheme.

(2) In the event that it appears from TwinFlows’s continuous monitoring of all the Customer’s transaction, the Customer breaches the foregoing representations or warranties, TwinFlows shall be entitled to suspend the suspicious transaction at TwinFlows’s sole discretion in order to carry out the inspection and report to the relevant competent authorities; provided that the Customer shall not be entitled to claim for any damages or losses incurred from the transaction suspension or the termination of the Customer Account in this circumstances.

9. Customer Feedback, Queries, Complaints

If the Customer has any feedback, questions, or complaints, contact TwinFlows’s Website via our Customer Support webpage at www.twinflows.com/contact-us/.

When the Customer contact TwinFlows please provide TwinFlows with your name, address, and any other information TwinFlows may need to identify the Customer, the Customer’s Account, and the transaction on which the Customer has feedback, questions, or complaints.

10. General Provision

10.1 Information Disclosure

In the event that TwinFlows is requested or required by law or any order of court of competent jurisdiction or government agency or any obligation or agreement, or in case of any reasonable causes, the Customer agrees and consents TwinFlows to disclose (1) my identification and/or my beneficial owner from the use of services or the conduct of transactions with TwinFlows (2) my transaction hereunder (3) the purpose of transaction and account opening (4) any other information and/or transaction related to this document to (a) the government agency of Thai and/or foreign state (b) regulators (c) counter party (d) affiliates (e) staff or employee of TwinFlows and affiliate. In addition, I consent TwinFlows to verify my information or do any necessary act if it is requested or required by law or any order of court of competent jurisdiction or government agency or any obligation or agreement.)

10.2 Notices

All communications, notices, demands and other documents to be delivered to the Customer shall, if sent by registered or non-registered mail, telegraph, or by TwinFlows’s courier to the address given by the Customer in writing to TwinFlows, under household registration, to the Customer’s place of business, facsimile, email address, be deemed to have been duly delivered to the Customer no matter whether it be personally received or non-delivered as a result of the Customer’s relocation or removal without any notice in writing to TwinFlows or the Customer’s address cannot be found in which event the effective delivery shall be the date upon which the postman or TwinFlows’s courier has delivered or telegraph or email been transmitted. However, any notice which is not required hereunder to be made in writing shall be deemed to have been duly acknowledged by the Customer when TwinFlows had notified the Customer verbally or by phone.

In the event the Customer fails to give any response to TwinFlows’s notices and/or documents relating to the trading of Carbon Asset within a period of time as prescribed by TwinFlows, the Customer agrees that TwinFlows shall be entitled to suspend trading of Carbon Asset and not be liable for any loss, damage, cost or expense suffered by the Customer as a result of that suspension.

10.3 Computer Viruses and other Interruptions.

(1) TwinFlows shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect the Customer’s computers or other equipment, or any phishing, spoofing or other attacks.

TwinFlows recommend the Customer to implement anti-virus software and reliable standardize protection software. The Customer should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from TwinFlows. Hence, the Customer shall beware of the said action and review that such information originates from TwinFlows.

Please always log into the Customer’s Account through TwinFlows’s Website to review any transactions or required actions if the Customer have any uncertainty regarding the authenticity of any communication or notice.

TwinFlows advises that the Customer uses the 2-step authentication option that TwinFlows has provided for the login of the Customer’s Account. The 2-step authentication is the voluntary and optional function that it is at the Customer’s decision .

10.4  Liabilities and Indemnifications.

(1) If the Customer has a dispute with one or more customers or other third party arisen from or about TwinFlows’s Services, the Customer irrevocably agrees to release TwinFlows, its affiliates and service providers, and each of TwinFlows’s respective officers, directors, agents, joint ventures, employees and representatives (the “Indemnified Parties”) from any and all claims, demands and damages (both of actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

(2) The Customer further agrees to indemnify and hold the Indemnified Parties, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to the Customer’s breach of this Agreement including its amendment from time to time or your violation of any law, rule or regulation, or the rights of any third party.

(3) TwinFlows has the right, in addition to other rights hereunder, to demand the Customer be responsible for any damages and expenses suffered by TwinFlows arising out of or in connection with this Agreement, actions or omissions by the Customer or its agent as well as any claim, or litigation by other persons requiring TwinFlows to be responsible hereunder for actions or omissions which have not been attributed to the fault of TwinFlows.

10.5  Limitation of Liabilities.

To fullest extent permitted by law, in no circumstances shall the Indemnified Parties be liable for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based on contract or tort or otherwise arising out of or in connection with the authorized or unauthorized use of TwinFlows’s Website or TwinFlows’s Services, or this Agreement, except in the cases that those loss or damages are attributable to TwinFlows’s services.

10.6 Entire Agreement

This Agreement incorporated by reference herein comprise the entire understanding and agreement between the Customer and TwinFlows as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind, including but not limited any prior versions hereof, and every nature between the Customer and TwinFlows. Section headings herein are for the purpose of convenience only, and shall not govern the meaning or interpretation of any provision hereof.

10.7  Amendments.

(1) TwinFlows, at TwinFlows’s sole discretion and without any advance notice, may amend or modify this Agreement, its amendment; provided that TwinFlows will take consideration of the Customer’s benefit at TwinFlows’s utmost concern and TwinFlows will post on TwinFlows’s Website or address an email to the Customer the revision. All revisions and amendments shall be effective upon written execution by TwinFlows and the Customer. The Customer hereby agrees and acknowledges to strictly comply with term and condition defined by TwinFlows in this agreement.

(2) In case the Customer does not agree or accept on any such revision or amendment, the Customer has the right to terminate the Customer use of TwinFlows’s Services and close the Customer’s Account.

(3) The Customer agrees that TwinFlows shall not be liable to the Customer or any third party for any modification or termination of TwinFlows’s Services, including suspension or termination of the Customer’s access, except to the extent otherwise expressly set forth herein.

10.8   Assignment.

(1) The Customer shall not assign any rights and delegate any obligations granted under this Agreement and relating to TwinFlows’s Services in any event without the written consent given specifically by TwinFlows pursuant to the defined process.

(2) TwinFlows reserves the right to assign our rights without any restriction, including without limitation to our affiliates or subsidiaries and holding company, or to any successor in interest of any business associated with the Customer’s Services.

(3) In the event that TwinFlows is acquired by or merged with a third-party entity, TwinFlows reserves the right, in any of these circumstances, to transfer or assign the information TwinFlows has collected from the Customer to the third-party entities as part of such merger, acquisition, sale, or other change of control.

(4) Any attempted transfer or assignment in violation hereof shall be null and void.

(5) Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties as defined by this agreement, their successors and permitted assigns.

10.9  Severability.

If any provision of this Agreement is determined to be invalid or unenforceable under any rules, laws or regulations or any governmental agencies, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable laws and the validities or enforceability of any other provision hereof shall not be legally and contractually affected or impaired thereby.

10.10 Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination hereof, including, without limitation, sections pertaining to suspension or termination, cancellation of the Customer’s Account, debts owed to TwinFlows, general use of TwinFlows’s Websites, disputes with TwinFlows, and general provisions, shall survive the termination or expiration of this Agreement.

10.11 Termination

(1) This Agreement shall be valid and effective for an indefinite period unless terminated by either party

(2) The Customer may terminate this Agreement when it appears that the Customer does not own any obligation with TwinFlows and that termination thereof shall be notified to TwinFlows in writing which shall become effective upon the date falling the seventh business day as from receipt of such notice by TwinFlows. The Customer allows TwinFlows to exercise its discretion without any liabilities to suspend or stop trading of the Carbon Asset.

(3) Where the Customer has not been in contact with TwinFlows for a period of time determined by TwinFlows and/or the Customer has no outstanding balances with TwinFlows, the Customer hereby allows TwinFlows to, at its own discretion, suspend and/or close the Customer’s account. Where TwinFlows does not close the Customer’s account, TwinFlows shall have the rights to charge a maintenance fee for the Customer’s account in an amount and within a period of time as prescribed by TwinFlows.

(4) Where TwinFlows shall terminate this Agreement, TwinFlows shall notify the Customer in writing in which case the Customer agrees to settle all obligations, interest and accessories within a period of time as prescribed by TwinFlows.

10.12 Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of Thailand. In case where there are any civil disputes incidental to or resulted from the trading of carbon asset, the Customer may request to enter into an arbitration process as organized for the settlement of such dispute

10.13 Force Majeure.

TwinFlows shall not be liable for any delays, failures in performance or interruption of Our Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any acts of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, flooding, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our commercial reasonable control and shall not affect the validity and enforceability of any remaining provisions.