TERMS OF SERVICE

Introduction

MPSC (“Toki”, “our”, “we”, or “us”) provides messaging, Internet calling, e-wallet and other services. Please read our Terms and Conditions so you understand the basic rights and obligations that you and us have between us when you use our Services.

By downloading or using the app, these terms will automatically apply to you – you should make sure therefore that you read them carefully before using the app.

If you are using Toki on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and thatyou are directed to make sure that your Organisation is following these Terms. In such circumstances, “you” will include your Organisation.

For the purposes of these Terms, any reference in these Terms to “Toki” refers to Toki and all Toki-related services provided by or on behalf of us or our affiliate companies from time to time, including the following services:

• Toki;

• Toki Business Portal;

• Toki Chatbot platform;

• Unitel Out; and

• Toki e-wallet.

About our Service

NO ACCESS TO EMERGENCY SERVICES: There are important differences between TOKI and your mobile and fixed-line telephone and SMS services. Our Services do not provide access to emergency services or emergency services providers, including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure you can contact your relevant emergency services providers through a mobile, fixed-line telephone, or other service.

You must register for our Services using accurate data, provide your current mobile phone number, and, if you change it, update this mobile phone number using our in-app change number feature. You agree to receive text messages or emails (from us or our third-party providers) with codes to register for our Services.

You must be at least 14 years old to use our Services (or such greater age required in your country for you to be authorized to use our Services without parental approval). In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.

To create an e-wallet account, you must be a resident of Mongolia, be at least 14 years old and own your mobile number that you are currently using.

You should be aware that there are certain things that Toki will not take responsibility for. Certain functions of the app will require the app to have an active internet connection. The connection can be Wi-Fi, or provided by your mobile network provider, but Toki cannot take responsibility for the app not working at full functionality if you don’t have access to Wi-Fi, and you don’t have any of your data allowance left.

Acceptable use of our services

You are responsible for: (a) safeguarding your account details, including any passwords used to access your account and Toki, and (b) all use of Toki under your account, including any transfers of funds made and/or payment obligations arising under your account. We will regard all use of your account on Toki as being by you, except where we have received a valid and –properly received notification to us regarding your account or password being compromised.

You must use our Services according to our Terms and policies. If your account is disabled due to a violation of these Terms by you, you may not create another account without our permission.

You must access and use our Services only for legal, authorised, and acceptable purposes. You may not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of Toki, other users of Toki, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialling, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us.

In connection with your use of our wallet, you must not: (a) create or control more than one personal account for yourself without our express authorisation, through, among other methods, using a name that is not yours, using a temporary e-mail address or phone number, or providing any other falsified personal information; (b) act in a manner that is defamatory, trade libellous, threatening or harassing; (c) send or receive what we reasonably believe to be potentially fraudulent money or payments for advertising, marketing, or otherwise on an unsolicited and unauthorized basis; (d) refuse to cooperate in an investigation process or to provide confirmation of your identity or any information you provide to us; (e) control an account that is linked to another Toki wallet account that has engaged in any of these restricted activities; use the Toki services in a manner that results in or may result in: complaints, disputes; claims, reversals, chargebacks, fees, fines, penalties or other liability or losses to Toki, other customers, third parties or you; (f) use your Toki account or the Toki services in a manner that we, Visa, Mastercard, Partner banks, Central Bank of Mongolia or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules, or for the purpose of earning rewards, perks, points, etc. with your credit card, debit card, or bank account; (g) have any amounts owed to us; (h) make excessive or unexplainable transactions that deviate from the norm (i) circumvent any of our policies or determinations about your Toki account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional Toki account(j) when you have amounts owed to us or when your Toki account has been restricted, suspended or otherwise limited; open new or additional Toki accounts using information that is not your own (e.g. name, address, e-mail address, etc.); or using someone else’s Toki account.

You must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, our users, or others, including that you must not directly or through automated means: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for our Services; or (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.

Additional terms and policies

Your content

When you submit, upload, transmit or display any data, information, media or other content in connection with your use of Toki (“Your Content”), you understand and agree that:

• you will continue to own and be responsible for Your Content;

• we will not sell Your Content to any third party;

• you are giving us and our affiliate companies a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use Your Content (with no fees or charges payable by us to you) for the purposes of providing, promoting, developing and trying to improve Toki and our other services, including new services that we may provide in the future. All such use will, to the extent Your Content contains Personal Information, be in accordance with our Toki Privacy Policy. As part of this license, we and our affiliate companies may, subject to our Toki Privacy Policy, copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future;

• you grant other Toki users a non-exclusive license to access and use Your Content within Toki, in accordance with these Terms and Toki’s functionalities;

• we may use the name that you submit in connection with Your Content (whether that be your account name, real name or otherwise); and

• you will comply with these Terms, including our Toki Acceptable Use Policy, in your submission of Your Content.

Toki Wallet

Toki Wallet refers to the payment method via which you would transfer funds using the balance in the payment account that Toki has set up for you. You have the right to use the balance in Toki Wallet for spending and transferring. If there is not enough balance, you will be able to top-up your account with the payment methods provided in the application. You may also increase the balance in your wallet by receiving transfers from others.

If you have enabled the Toki fingerprint payment function, you are deemed to have agreed that, when you use such function, the Toki shall not need to verify your payment transaction pin or SMS dynamic code, and can carry out deduction and collection operations on your wallet balance and linked bank accounts following transaction instruction by you, the merchant, or the payee, in reliance on the fingerprint verification information sent by your mobile phone or other mobile devices.

You understand and agree that the Toki is not a bank or financial institution and cannot provide services that ensure immediate transfer of funds to your account. You acknowledge that it takes reasonable time for the transfer of funds to complete.

During the course of your use of Toki Wallet service, Toki is not responsible for any risks related to currency depreciation, exchange rate losses and interest losses related to your management, collection or payment of funds, and Toki is not required to pay or to reimburse you any proceeds of payment interests.

Payment

We will never charge you for the app or its services without making it very clear to you exactly what you’re paying for. We may from time to time make available payment methods to you for automatic, recurring or subscription-based charges. Where we do so, you agree that (subject to applicable laws and regulations):

• such purchases or payments are generally made by you on an advance basis. Unless the purchase was on a subscription basis, we will notify you prior to any automatic renewals;

• you authorise us to: (a) save your chosen payment method’s information (e.g. credit card information) on partner bank’s systems; and (b) bill your chosen payment method for the relevant time-periods as chosen by or notified to you;

• if any payment made via your chosen payment method is rejected, denied or returned unpaid for any reason: (a) we may not provide you with, or suspend our provision of, the relevant Toki product or service until payment is properly processed; and (b) you are liable to us for any fees, costs, expenses or other amounts we incur arising from such rejection, denial or return (and we may automatically charge you for such amounts).

Charges for Unitel out and Other Products or features

As a part of our Service, we offer you to call users of Unitel, a Mongolian telecommunication company, from the app. In order to call Unitel phone numbers, user must register an e-wallet account. The rates for calling Unitel phones consist of a per-second rate with a minimum call charge which is equivalent to the cost of a one-minute phone call.

Toki may change the rates for calling phones at any time upon noticing to you by making a public post on such change at www.toki.mn. The new rate will apply to your next phone call after the new rates have been published. Please check the latest rates before you make your call.

Changes

As TOKI and users experiences are constantly evolving, we may from time to time:

• add, change or remove features or services from Toki (including in relation to whether a feature or service is free of charge or not); and/or

• suspend, discontinue or terminate Toki altogether.

Licenses

We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission.

Advertising content on Toki

Toki may include advertising or commercial content. You agree that: (a) we may integrate, display and otherwise communicate advertising or commercial content in Toki and that (where reasonably practicable) we will identify such advertising or commercial content; and (b) as explained in more detail in our Toki Privacy Policy, we may use targeted advertising to try to make advertising more relevant and valuable to you.

Third Party Services

With respect to Toki’s responsibility for your use of the app, when you’re using the app, it’s important to bear in mind that although we endeavour to ensure that it is updated and correct at all times, we do rely on third parties to provide information to us so that we can make it available to you.

Toki cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site or chatbot that links to or from Toki since the third-party sites or chatbots are owned and operated by independent retailers. Toki does not endorse any of the merchandise, nor has Toki taken any steps to confirm the accuracy or reliability of any of the information contained on such third-party sites or chatbots. Toki does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third-party, and you irrevocably waive any claim against us with respect to such sites or chatbots.

Disclaimers

YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “TOKI PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES

Liability

THE TOKI WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE TOKI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify, and hold harmless the Toki from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any Claim.

Other

Changes to This Terms and Conditions

We may update our Terms and Conditions from time to time. Thus, you are advised to review this page periodically for any changes. We will notify you of any changes by posting the new Terms and Conditions on this page. These changes are effective immediately after they are posted on this page.

Contact Us

If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at info@toki.mn.

Please review the following documents, which provide additional information about your use of our Services:

• TOKI PRIVACY POLICY