DocuSign Envelope ID: 423980E6-D275-4EB6-A851-7A29DD396DCF

Last Updated: February 9th, 2017

PLEASE READ THESE TERMS OF USE CAREFULLY. YOU AGREE TO BE BOUND BY

THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. BY
AGREEING TO THESE TERMS OF USE YOU ACKNOWLEDGE AND CONFIRM THAT YOU
WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS AND THAT YOU HAVE
SOUGHT YOUR OWN THIRD PARTY COUNSEL AND GUIDANCE REGARDING ANY
POTENTIALLY APPLICABLE REGULATIONS, LICENSES, OR REGISTRATIONS THAT MAY
BE REQUIRED IN PROVIDING THE INDIVIDUAL TELLER SERVICES DESCRIBED HEREIN.

Scope​. These are the Terms of Use of Plutus Financial Inc. for Individual Tellers providing
Individual Teller Services (as defined below) through Abra. Plutus Financial Inc. is referred to in
these Terms as “Abra”, “we” or “us”. Individual Teller Services are offered via Individual Tellers
only. We define an Individual Teller as an entity such as an individual, small business owner,
retailer or other merchant that through Abra’s software purchases, owns, and sells digital
currency directly to Abra Users (“Individual Teller”). Individual Tellers must be an Abra Users
who have already accepted the ​Abra Terms of Use​. Items not mentioned in these Terms shall
be governed by the ​Abra Terms of Use.​ Definitions capitalized but not defined herein have the
same meaning as accorded to them in the ​Abra Terms of Use​. If you do not agree to these
Terms, you may not provide Individual Teller Services.

Changes to These Terms​. Abra may modify these Terms at any time for any reason,
including, but not limited to, changes to Abra’s software or technology. If we do, we will provide
notice of such changes by posting the updated Terms to
https://www.goabra.com/terms-of-service/tellers/​ and changing the “Last Updated” date above.
Any amended Terms will become effective no earlier than 5 days after they are posted to this
Internet address and apply to the provision of the Individual Teller Services after such changes
become effective, except that changes addressing new functions of the Abra software used to
provide Individual Teller Services or changes made for legal reasons will be effective
immediately. Your continued provision of the Individual Teller Services through Abra following
the effective date of such changes will constitute your acceptance of the updated Terms of Use
in their entirety. If you do not agree to any amended Terms, you must discontinue providing the
Individual Teller Services. When making substantial changes that materially supplement, alter or
modify your rights and obligations, Abra will post such changes with at least 15 calendar days’
notice.

Individual Teller Services. I​ f Individual Tellers are eligible, Abra provides them with a
software platform to connect individuals and entities to engage in real-world transactions using
digital currencies, specifically to convert digital currencies into fiat currencies and vice versa. An
Individual Teller transaction typically includes the buy and sell of bitcoins for cash via Individual
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Tellers who will sell bitcoins and buy back bitcoins which are transferred directly into and out of
an Abra User’s Abra Wallet at the time of purchase and sale (all of the foregoing together the
“Individual Teller Services”). Abra offers the platform services either through the Abra app, the
Abra websites or any other user interaction. For sake of clarity these transactions (exchanges of
fiat currency for digital currency and vice versa) are between the Individual Teller and the Abra
User only; Abra is in no way a party to any financial transaction (aka the contract between the
buyer and seller of the digital currency) but a provider of a software platform only. The Abra
application and services are intended to be used to facilitate buyers and sellers of digital
currency to connect and exchange directly with each other. Our Individual Teller Services may
evolve over time. This means we may make changes, replace, or discontinue (temporarily or
permanently) our Services at any time for any reason with or without notice. In this case, you
may be prevented from accessing or using our Individual Teller Services. Abra reserves the
right to permanently discontinue our Individual Teller Services.

Eligibility, Application​. You are eligible to provide the Individual Teller Services using Abra if
you have successfully applied for and been accepted by Abra to provide the Individual Teller
Services via the Abra software. Applications are made online. During application you will have
to provide Abra with certain data requested during onboarding. Abra may, in its sole discretion
accept or deny the application or generally deny anyone the ability to provide the Individual
Teller Services later on by removing Individual Tellers from the Individual Teller Services.
Individual Tellers have, in this respect, no claim or right to the Individual Teller Services. To be
eligible for the Individual Teller Services you must be an individual Abra user for the Abra
Services. You can provide Individual Teller Services only if you can lawfully enter into an
agreement to these Terms under applicable law. You must be an Abra User in good standing to
be able to use the Individual Teller Services and you must be 18 years or older when using our
Individual Teller Services. If you provide Individual Teller Services, you agree to do so in
compliance with these Terms and with applicable laws and regulations.

Abra’s role​. Abra acts as a software provider, only providing software enabling individual to
provide the Individual Teller Services described above. Abra provides the Individual Teller with
software through which Individual Tellers can use the Abra Wallet in connection with the
Individual Teller Services. Abra is never the seller or acquirer of digital currencies. You are
solely responsible for determining whether any contemplated transaction is correct and
appropriate. Lastly, Abra is facilitating payments via its software only and not a party to the
buying and/or selling of digital currencies. You, the Individual Teler fully indemnify Abra against
any and all liability for the aforementioned digital currency transactions.

​ ere​. By providing the Individual Teller

Our Privacy Policy​. Our Privacy Policy is located h
Services, you automatically agree to our Privacy Policy. You also expressly acknowledge and
agree that Abra may share data related to an Individual Teller transaction with credit bureaus
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and/or identity verification agencies, regulators or governmental agencies if Abra is required to

do so by applicable law or with third parties if applicable law and/or user consent allows such
transfers. We may disclose to Abra Users that you are an Individual Teller for Abra Services and
show your logo and information, including your location, in the Abra App. You hereby expressly
consent to this provision.

Fees​. The following fees apply to the provision of the Individual Teller Services:

For each transaction initiated in the Abra Network through the Individual Teller, Abra is entitled
to fees in the amount of 20% of the total fees that the Individual Teller charges its customers on
any given transaction (the “Fee”). Abra may charge and deduct any applicable Fees directly
from the Abra User or the Individual Teller, at Abra’s sole discretion.

Ownership of Intellectual Property Rights.​ We retain all right, title, and interest (including
all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in our
Individual Teller Services and all content on our Individual Teller Services, including our
trademarks, service marks, designs, logos, URLs, and trade names that are displayed on our
Individual Teller Service. We hereby grant you a limited, nonexclusive, and non-sublicensable
license to access and use any material provided to you by Abra in connection with the Individual
Teller Services for your personal or internal business use. Such license is subject to these
Terms and does not permit any resale of such materials; modifying or otherwise making any
derivative uses of the material, or any portion thereof; or any use of the material other than for
their intended purposes. The license granted under this Section will automatically terminate if
we suspend or terminate your access to the Individual Teller Services. We will own exclusive
rights, including all intellectual property rights, to any feedback, suggestions, ideas or other
information or materials regarding Abra or our Individual Teller Services that you provide,
whether by email, posting through our Individual Teller Services or otherwise, which we refer to
in these Terms as Feedback. Any Feedback you submit is non-confidential and will become the
sole property of Abra. We will be entitled to the unrestricted use and dissemination of such
Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation
to you. You may not use, copy or retransmit anything on our website without our permission. We
reserve all rights not expressly granted herein.

Disclaimer of Warranties.​ OUR INDIVIDUAL TELLER SERVICES ARE PROVIDED “AS IS”
WITH NO WARRANTY OF ANY KIND. Your use of our Individual Teller Services is at your sole
risk. We and our licensors, service providers or subcontractors (if any) make no representations
or warranties about the suitability of the information, software, products and Individual Teller
Services contained in our Individual Teller Services for any purpose or their compliance with any
accounting rules, principles or laws, and expressly disclaim any representation or warranty that
the Individual Teller Services will be free from errors, viruses or other harmful components, that
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communications to or from the Individual Teller Services will be secure and not intercepted, that
the Individual Teller Services and other capabilities offered from the Individual Teller Services
will be uninterrupted, or that their content will be accurate, complete or timely. EXCEPT AS
EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES AND
CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND
FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE NOT
ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR
REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THESE TERMS. Some
jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some
or all of the disclaimers in this section may not apply to you.

Indemnification.​ You agree to indemnify, defend and hold us, our employees, agents,
consultants, subsidiaries, partners, affiliates, and licensors, harmless against any and all claims,
costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of
attorneys and other professionals) arising from or in any way related to your use of our
Individual Teller Services, your violation of these Terms, or your violation of any rights of any
other person or entity.

Limitation of Liability.​ IN NO EVENT WILL WE, OUR LICENSORS, SERVICE PROVIDERS

OR SUBCONTRACTORS (IF ANY) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), ARISING OUT OF OR
IN CONNECTION WITH THESE TERMS OF USE, OR THE PERFORMANCE OR OPERATION
OF OUR INDIVIDUAL TELLER SERVICES, YOUR ACCESS TO, DISPLAY OF, USE OF THE
INDIVIDUAL TELLER SERVICES, OR WITH DELAY OR INABILITY TO ACCESS, DISPLAY
OR USE THE INDIVIDUAL TELLER SERVICES, ANY COMPUTER VIRUSES, INFORMATION,
SOFTWARE, LINKED SITES, PRODUCTS OR INDIVIDUAL TELLER SERVICES OBTAINED
THROUGH THE INDIVIDUAL TELLER SERVICES, OR THE ACT OR OMISSION OF ANY
BUSINESS USING OUR INDIVIDUAL TELLER SERVICES OR OTHER THIRD PARTY,
WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE, OUR LICENSORS, SERVICE
PROVIDERS OR SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. In no event will the aggregate liability of Abra, our licensors, service
providers, or subcontractors for any loss or damage that arises out of, or is connected with, any
of the occurrences described above exceed, the greater of one hundred US dollars ($100) or
the service fees that you paid to us for the service we provide through the Individual Teller
Services during the month during which the incident occurred. The limitation of liability reflects
the allocation of risk between the parties. The limitations specified in this section will survive and
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apply even if any limited remedy specified in these Terms is found to have failed of its essential
purpose. The limitations of liability provided in these Terms inure to the benefit of us, our
licensors, service providers and subcontractors. FOR THE AVOIDANCE OF DOUBT, THE
LIMITATIONS OF LIABILITY DESCRIBED IN THIS SECTION WOULD NOT LIMIT THE
AMOUNTS OTHERWISE PAYABLE TO YOU BY ABRA AS A RESULT OF SUCCESSFUL
VAULT INSURANCE CLAIMS PAID OUT BY ABRA’S INSURER AND RECEIVED BY ABRA.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR
LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN
THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE
LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

​ everability.​ If for any reason a court of competent jurisdiction finds any provision of these
S
Terms invalid or unenforceable, that provision will be enforced to the maximum extent
permissible and the other provisions of these Terms will remain in full force and effect.

Arbitration and Governing Law.​ PLEASE READ THE FOLLOWING PARAGRAPH

CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT
LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. You and Abra agree to arbitrate
any dispute arising from these Terms or your use of our Individual Teller Services, except for
disputes in which either party seeks equitable and other relief for the alleged unlawful use of
copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION
PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Abra
agree to notify each other in writing of any dispute within thirty (30) days of when it arises.
Notice to Abra shall be sent to legal@goabra.com. You and Abra further agree: (a) to attempt
informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Santa
Clara County, California, United States of America; (c) that arbitration will be conducted
confidentially by a single arbitrator in accordance with California laws and regulations; and (d)
that the courts in Santa Clara County have exclusive jurisdiction over any appeals of an
arbitration award and over any suit between the parties not subject to arbitration. Other than
class procedures and remedies discussed below, the arbitrator has the authority to grant any
remedy that would otherwise be available in court. Any dispute between the parties will be
governed by these Terms and the laws of California, without giving effect to any conflict of laws
principles that may provide for the application of the law of another jurisdiction. WHETHER THE
DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND ABRA WILL NOT
COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR
REPRESENTATIVE ACTION OR PROCEEDING.

Limitations.​ To the extent allowed by applicable law, you agree that you will bring any claim or
cause of action arising from or relating to your access or use of our Individual Teller Services
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within two years from the date on which such claim or action arose or accrued or such claim or
cause of action will be irrevocably waived.

Assignment; Entire Agreement.​ Abra may assign these Terms to its affiliate or subsidiary, or
in connection with a merger, consolidation, or sale or other disposition of all or substantially all
of its assets. These Terms, together with any other agreements that apply to you, constitute the
entire and exclusive agreement between us and you regarding its subject matter, and
supersede and replace any previous or contemporaneous written or oral contract, warranty,
representation or understanding regarding its subject matter.

Contact Us. ​ If any concerns or questions, please contact us at legal@goabra.com.

© 2017 Plutus Financial Inc.

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Teller signature

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Date

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