Zero Hash and Zero Hash Liquidity Services User Agreement

Last Updated: July 28, 2022

This agreement (“User Agreement”) sets forth the respective
rights and obligations between you and Zero Hash LLC, a limited
liability company formed under the laws of Delaware (“Zero Hash”) and, if applicable, Zero Hash Liquidity Services LLC, a limited
liability company formed under the laws of Delaware (“ZHLS”).
As used herein, “you” and “your” refers to the
individual or entity agreeing to the terms of this User Agreement
either in writing or via electronic acceptance; references to
“we,” “us,” and “our” are inclusive both Zero
Hash and ZHLS. Please read through this User Agreement carefully
before registering an account with Zero Hash (“Account”) and
accessing or using the Services (as defined below).

BY REGISTERING AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU
AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS USER
AGREEMENT IN THEIR ENTIRETY, INCLUDING ANY TERMS INCORPORATED BY
REFERENCE.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING
THE MANDATORY ARBITRATION PROVISION IN SECTION 16, AND THE MANDATORY
TASTYWORKS, INC. CRYPTOCURRENCY PLATFORM

AGREEMENT

(“CRYPTOCURRENCY PLATFORM AGREEMENT”) (IF APPLICABLE), INCORPORATED
HEREIN BY REFERENCE, DO NOT REGISTER AN ACCOUNT OR ACCESS OR USE THE
SERVICES.

1.Scope of Services.

1.1.Zero Hash Services.

The Zero Hash Services may be made available to you via a
third-party desktop, mobile, or web application or via the Zero Hash
web portal or API, as the case may be. The method through which this
Agreement is made available to you, either via a third party or
directly from Zero Hash,
shall dictate the terms applicable to you as noted below.

By registering an Account with Zero Hash either through the Platform
(as defined below) or with Zero Hash directly, you will be able to:

(i) purchase and sell cryptocurrencies (a/k/a “virtual currency,”
“digital currency,” “digital asset,” and “digital commodity” as
defined in Section 8.1 below) in exchange for fiat currencies (“Cryptocurrency Transactions”) through the tastyworks, Inc. (“Business”) desktop or
mobile application(s) or website(s) (the “Platform”) or
through Zero Hash web portal, as the case may be;

(ii) direct Zero Hash to send cryptocurrency from your available
Account balance to other Business and Zero Hash joint customers (a
“P2P Transaction” as further described below);

(iii) where applicable, receive from Business promotional and
marketing cryptocurrency rewards or awards (as further described
below);

(iv) store cryptocurrency in one or more Hosted Wallets (as defined
below in Section 10.1);

(v) track your Cryptocurrency Transactions, P2P Transactions, and
Hosted Wallet balance(s) through the Platform or through the Zero
Hash System (as defined below), as applicable;

(vi) if available to you through the Platform, or otherwise, receive
certain tax reports for certain taxable transactions (“Tax Reporting Services” as further described below);

(vii) if available to you through the Platform, “stake” certain
cryptocurrencies in a third-party proof-of-stake network (“Staking Services” as further described below);

(viii) if available to you through the Platform, view the sum of all
transaction obligations due (“Settlement Services” as further
described below); and

(ix) if permitted by the Platform or Zero Hash System, deposit and
withdraw supported fiat currencies and cryptocurrencies to and/or
from your Account’s Hosted Wallet(s) (with Sections 1.1(i) - (ix)
collectively being the "Zero Hash Services”).

1.1.1.Zero Hash System Access.As used herein, “Zero Hash System” refers to the interfacethrough which certain participants can fund their Account, trackmovements of cryptocurrencies and fiat currencies into and out oftheir Hosted Wallet(s), and request withdrawals. You may only accessthe Zero Hash System if Zero Hash has expressly agreed in writing toprovide you such access. In this case, Zero Hash will provide youwith Login Credentials (as defined below) to allow you to directlyaccess the Zero Hash System. If such access is not applicable to you(that is, if you have not engaged in discussions directly with ZeroHash regarding such Zero Hash System access), you will access anduse Services only through the Platform.

1.1.2.P2P Transactions.Where applicable, Zero Hash may accept P2P Transactions entered byyou through the Platform, provided that such P2P Transactions aresupported by the Platform. By placing a P2P Transaction through thePlatform, you are instructing Zero Hash to transfer any specificcryptocurrency held in your Account to another Zero Hash accountholder. You may only transfer cryptocurrency from your availableAccount balance as displayed to you through the Platform. P2PTransactions take place off chain and are not broadcast to anassociated blockchain or network and, therefore, will not bereflected on any public ledger. P2P Transactions are only allowedbetween eligible Zero Hash accounts. Any attempt to sendcryptocurrency to an ineligible account will be voided. We reservethe right to charge fees for any P2P Transaction, provided that suchfees are disclosed to you in advance of any P2P Transaction. We may,in our sole discretion, place transaction limits on P2P Transactionsor reject, for any reason, any P2P Transaction placed by you throughthe Platform. You are responsible for entering accurate instructionsthrough the Platform for any P2P Transaction. P2P Transaction ordersmay be placed only in those cryptocurrencies as permitted on thePlatform. Any representation of a P2P Transaction in a supportedfiat currency will be based on the then available exchange rate, butany such representation in such fiat currency is not a guarantee orpromise as to the value of cryptocurrency that will be transferred.The value of cryptocurrencies can fluctuate rapidly, and we do notguarantee the relevant quoted fiat currency value of any P2Ptransaction. Cryptocurrencies received by you as a result of any P2PTransaction may lose value, and we will not be responsible forguaranteeing the value of any cryptocurrency received in or held inyour Account.

1.1.3.Settlement Services.In support of trading that may occur on an exchange, matchingmechanism or matching platform, a request-for-quote system, abrokerage network, or any combination of the foregoing (throughwhich participants may enter into transactions forcryptocurrencies), Zero Hash may function as a calculation agent,acting in good faith and in a commercially reasonable manner to makedeterminations relating to any adjustments, obligations,disruptions, valuations, and settlements that occur throughout theduration of a transaction for cryptocurrencies. By placing an orderthrough the Platform or through the Zero Hash System, you are buyingor selling cryptocurrency from and to other Zero Hash users, whichmay include, but is not limited to, ZHLS, the Platform, or liquidityproviders. Zero Hash shall calculate the transaction obligations dueunder open Cryptocurrency Transactions using any of the followinginformation:(i) index values published by Zero Hash;(ii) published settlement price data provided by any liquidity
provider(s) or, if applicable, the Platform; and

(iii) Cryptocurrency Transaction information provided by any
liquidity provider(s) or, if applicable, the Platform.

Where applicable, Zero Hash will display transaction obligations
owed by or to you via either the Platform or via the Zero Hash
System.

1.1.4.Rewards/Awards Transactions.Any cryptocurrency-denominated rewards or awards as a result of yourcredit card, debit card, or other spending activities or as a resultof any promotional offerings provided by Business to you arestrictly governed by the Business’ terms and conditions governingsuch rewards, awards, or promotional offering (“Reward/Awards Transaction”). You acknowledge that any reward and/or awards transactions thatare delivered to your Account is the result of an instruction fromyou delivered through the Platform to Zero Hash. Any reversalsrelated to previously disbursed rewards and/or awards shall begoverned by the relevant Business terms and conditions to which youagreed in order to participate in such reward and/or award programoffered by Business.

1.1.5.Tax Reporting Services.You understand and agree that, unless required by applicable law,Zero Hash is not required to prepare or send to you any tax forms orreports related to your activity on or through Zero Hash. You aresolely responsible for reporting any taxable gains to theappropriate authority.The Platform may, but is not required to, give you the option toreceive certain tax forms from Zero Hash for reportable transactionsthat were affected in your Account by you or, if applicable,pursuant to an agreement between you and Business (for example,Reward/Award Transactions). Such reportable transactions include,but are not limited to, Cryptocurrency Transactions, Rewards/AwardsTransactions, staking rewards, or any other transactions consideredreportable for U.S. tax purposes. The type of tax form you receivewill depend on the jurisdiction in which you are located as well asthe types of transactions that occur in your Account. You understandthat the accuracy of any tax form provided to you by Zero Hashdepends on the accuracy of applicable Background Information (asdefined below) provided by Business to Zero Hash for us to provideyou with Tax Reporting Services.Zero Hash shall not be liable or responsible for the accuracy of any
information provided to you on any tax form you receive from Zero
Hash through the Tax Reporting Services. You further understand that
you are solely and ultimately responsible for determining,
reporting, and paying any tax liability incurred by your activity
within your Account. It is your responsibility to ensure that your
contact information and Background Information is accurate and up to
date.

1.1.6.Staking Services.The Platform or Zero Hash System, as applicable, may give you theoption to “stake” certain cryptocurrencies deposited to yourHosted Wallets and represented in your Account to a third-partyproof-of-stake network. If given the option, you will be able toinstruct Zero Hash, through the Platform or the Zero Hash System, asapplicable, to “stake” and “unstake” certain eligiblecryptocurrencies on your behalf via Staking Services provided byeither Zero Hash directly or a third-party validator node provider.You understand and acknowledge that Zero Hash will not exercise anydiscretion over your cryptocurrencies with respect to the staking ofunstaked cryptocurrencies or the unstaking of stakedcryptocurrencies.If you instruct Zero Hash through the Platform or through the ZeroHash System, as applicable, to stake eligible cryptocurrencies inyour Account, Zero Hash will facilitate the staking of those assetson your behalf by acting as, or contracting with a third-party toact on Zero Hash’s behalf as, a transaction validator on theapplicable proof-of-stake network. If such transaction validatorvalidates a block of transactions on the applicable network, you mayearn a reward granted by the network (“Staking Reward”).

The Staking Reward amount is determined by the protocols of the
applicable network. Zero Hash will distribute any Staking Reward to
your Account after receipt by Zero Hash minus a Staking Services fee,
which shall be determined by Zero Hash on an asset-by-asset basis,
retained by Zero Hash.

You have no right to any Staking Reward until it is received by Zero
Hash. ZERO HASH DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING
REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME,
INCLUDING ANY STAKING REWARD RATE THAT MAY BE PROVIDED TO YOU THROUGH
THE PLATFORM OR THROUGH THE ZERO HASH SYSTEM, AS APPLICABLE.

Where applicable, you may be able to receive Staking Services from
Zero Hash through the Zero Hash System; provided, however, Zero Hash
has so agreed to such an arrangement.

1.2.ZHLS Liquidity Services.By placing a request to engage in a Cryptocurrency Transaction (an“Order”) either through the Platform or through the Zero HashSystem, you may be engaging in a Cryptocurrency Transaction withZHLS, an affiliate of Zero Hash. In such case, you agree that ZHLSmay:(i) offer price quotes as further outlined in Section 9.1 forCryptocurrency Transactions and Order information either through thePlatform or through the Zero Hash System, as applicable;(ii) purchase cryptocurrency from you pursuant to your Order (either
placed through the Platform or through the Zero Hash System) at the
quoted price provided by ZHLS and in the amount specified in your
Order; and

(iii) sell cryptocurrency to you pursuant to your Order (either
placed through the Platform or through the Zero Hash System) at the
quoted price provided by ZHLS and in the amount specified in your
Order (with Sections 1.2(i)-(iii) collectively being the “Liquidity Services”).

ZHLS, at its sole discretion, may add a spread (i.e., a price
premium) to each Cryptocurrency Transaction executed by you on the
Platform or through the Zero Hash System and the execution price is
not meant to imply the “market price.”

The Liquidity Services and the Zero Hash Services are collectively
referred to herein as the “Services.”

IF ACCESSING ANY SERVICES THROUGH THE PLATFORM, YOU UNDERSTAND
AND AGREE THAT THE SCOPE OF SERVICES MADE AVAILABLE TO YOU ARE
LIMITED TO THOSE OFFERED, OR MADE AVAILABLE, TO YOU THROUGH THE
PLATFORM.

2.Modifications to this User Agreement.

We reserve the right to make changes to this User Agreement at any
time and at our sole discretion. If we make changes, we will post
the amended User Agreement to the Platform or provide the amended
User Agreement directly to you via the Zero Hash System, as
applicable, and update the “Last Updated” date above. We may also
attempt to, but are not obligated to, notify you by sending an email
notice to the address associated with your Account or by providing
notice through the Platform or through the Zero Hash System. The
foregoing sentence shall not apply to the extent that prior notice
is required by local law, in which case we will notify you of any
changes to this User Agreement via email and the Platform or the
Zero Hash System. Using a particular form of notice in some
instances does not obligate us to use the same form in other
instances. Unless we say otherwise in our notice, the amended User
Agreement will be effective immediately and will apply to any then
current and subsequent uses of the Services, including any pending
Cryptocurrency Transactions. You are responsible for reviewing this
User Agreement each time you access or use our Services. Your
continued access to and use of your Account and/or the Services
after we provide notice will constitute your acceptance of the
changes. If you do not agree to any of the amended terms and
conditions, you must stop accessing and using the Services and close
your Account immediately.

3.Eligibility.

3.1.General Requirements.

3.1.1.Individuals.To register an Account or use the Services, you must be anindividual at least eighteen (18) years of age and have the legalcapacity to enter into this User Agreement (“Individual”).You further represent that you have not previously been suspended orremoved from use of the Services. In addition, where applicable, youmust have an account in good standing with Business (“Business Account”) if you are registering for an Account through the Platform.

3.1.2.Entities.To register an Account or use the Services, you must be an entityduly formed and legally authorized to operate in the jurisdiction ofyour formation (“Entity”). If you are registering to use theZero Hash Services on behalf of a legal entity, you represent andwarrant that (i) such legal entity is duly organized and validlyexisting under the applicable laws of the jurisdiction of itsorganization; and (ii) you are duly authorized by such legal entityto act on its behalf. You further represent and warrant that: (a)you are at least 18 years if age, (b) have not previously beensuspended or removed from using the Zero Hash Services, and (c) haveall powers and authority necessary to enter this agreement and indoing so will not violate any other agreement to which you are aparty. Zero Hash is not responsible or liable for relying on therepresentations of your agents, employees, contractors, attorneys,financial advisors, or any other person Zero Hash reasonablybelieves represents you in the acceptance of this User Agreement orin the acceptance of any other instruction through the Platform orthrough the Zero Hash System.

3.2.Permitted US Jurisdictions.You may only register an Account or use the Services if you, ifregistering as an Individual, reside in or, if registering as anEntity, are organized and operate in, any state, district, orterritory in which Zero Hash is authorized to provider Services (“Permitted U.S. Jurisdictions”). A current list of Permitted US Jurisdictions, which is incorporated by reference, is available here and is subject to change at any time.  Any updates to Permitted U.S. Jurisdictions shall be updated at the link above.  If the link above is down, search “US Jurisdictions” at https://docs.zerohash.com/docs or contact us at support@zerohash.com before using the Services enumerated in this User Agreement.

3.3.Restricted Foreign Jurisdictions.You may not register an Account or access or use the Services if youare located or organized in, under the control of, or a citizen orresident of any state, country, territory, or other jurisdiction towhich the United States has embargoed goods or services, or whereyour use of the Services would be illegal or otherwise violate anyapplicable law of such jurisdiction or of the United States,including any sanctioned country as listed by the U.S. TreasuryDepartment’s Office of Foreign Assets Control (“Restricted Jurisdiction”). We may implement controls to restrict access to the Servicesfrom any Restricted Jurisdiction, including withholding the abilityto withdraw assets as reasonably required by law or regulation. Youhereby represent and warrant that you are not under the control of,or a citizen or resident of, any Restricted Jurisdiction and thatyou will not access or use any Services while located in anyRestricted Jurisdiction, even if our methods to prevent access toand use of the Services from these jurisdictions are not effectiveor can be bypassed.

3.4.Restricted Persons and Activity.You hereby represent and warrant that you have not been identifiedas, and/or are not owned or controlled by, a Specially DesignatedNational, nor have you or any beneficial owner or controllingperson, if applicable, of you been placed on any sanctions list bythe U.S. Treasury Department’s Office of Foreign Assets Control, theU.S. Commerce Department, or the U.S. Department of State (a “Prohibited Person”). You further hereby represent and warrant that you will not useour Services if you or any beneficial owner or controlling person ofyou are at any time hereafter designated a Prohibited Person or toconduct any illegal or illicit activity.

4.Account Registration.

4.1.Information Required to Open Account.

4.1.1.Personal Information.During the Account registration process for individuals, you mustprovide the Platform, Zero Hash, and ZHLS if applicable, withinformation and documentation that we request for the purpose ofestablishing and verifying your identity (“Personal Information”). In addition, as a condition to accessing and using theServices, you must authorize Business, if applicable, to share yourPersonal Information with Zero Hash and ZHLS pursuant to themandatory Cryptocurrency Platform Agreement, incorporated herein byreference. Personal Information may include, but is not limited to,your name, email address, residential address, phone number, date ofbirth, investment experience, financial condition and taxpayeridentification number. Personal Information may also includedocumentation, such as copies of your government-issued photoidentification (for example, your passport, driver’s license, ormilitary identification card), account statements, and otherdocuments as Zero Hash may require. Personal Information will beretained by us at our discretion and may be made available to anygovernmental authority or self-regulatory organization uponreasonable request in accordance with applicable laws. You agree toprovide accurate, current, and complete Personal Information.

4.1.2.Entity Information.During the Account registration process for entities, you mustprovide the Platform and/or Zero Hash with information anddocumentation that we request for the purpose of establishing andverifying your entity information (“Entity Information”). Inaddition, as a condition to accessing and using the Services, youmust authorize Business (if applicable) to share your EntityInformation with Zero Hash and ZHLS pursuant to the, if applicable,Cryptocurrency Platform Agreement, incorporated herein by reference.Entity Information may include, but is not limited to, the name,email address, phone number, date of birth, and taxpayeridentification number of each of your beneficial owners orcontrolling persons, in addition to your Employer IdentificationNumber and incorporation documents, letters of good standing, orother corporate information and documentation as applicable andrequested by us. Entity Information will be retained by us at ourdiscretion and may be made available to any governmental authorityor self-regulatory organization upon reasonable request inaccordance with applicable laws. You agree to provide accurate,current, and complete Entity Information.Herein, Personal Information and Entity Information shallcollectively be referred to as “Background Information”.

4.2.Verification.You hereby authorize Zero Hash, or a third-party service providerthat we designate, to take any measures that we consider necessaryto confirm and continue to maintain confirmation on an ongoing basisthe Background Information you provide, verify and authenticate yourBackground Information, and take any action Zero Hash deemsnecessary based on the results. You acknowledge that this processmay result in a delay in registering your Account, and that you willnot be authorized to access or use the Services until your Accountregistration has been successfully completed.

5.Account Authorizations.

5.1.Authorization to Zero Hash.You understand and acknowledge that your Account is self-directed,and you hereby appoint Zero Hash as your agent for the purpose ofcarrying out your instructions you place on the Platform or throughthe Zero Hash System in accordance with this User Agreement. Youagree that Zero Hash may rely on your instructions placed on thePlatform or through the Zero Hash System, and Zero Hash and ZHLSshall not be liable for relying on and executing on suchinstructions. You hereby authorize Zero Hash to open and close yourAccount, restrict access to the Zero Hash System, settle and cancelorders to purchase and sell cryptocurrency (“Orders”),collect and offset any fees or other amounts due to Zero Hash, andtake such other steps as are reasonable to carry out yourinstructions.

5.2.Authorization to Fund Cryptocurrency Transactions.You understand and acknowledge that when you submit an Order topurchase cryptocurrency through the Platform, you are authorizingand instructing Zero Hash to instruct the institution with which youcustody your fiat funds pursuant to your Cryptocurrency PlatformAgreement (or in the case of Business, its banking partner) (“Custody Firm”) to transfer the funds required to fill the Order from yourBusiness Account to Zero Hash. You understand and acknowledge thatyour Account is provided by Zero Hash and is separate from yourBusiness Account. You further understand and acknowledge thatneither Zero Hash nor ZHLS are under the control of Business orCustody Firm. You further understand and acknowledge that your ZeroHash Account is outside of Business’s possession and control, andthat Business does not have the ability to monitor or recall thefunds after such funds have been wired or transferred to Zero Hash.You further understand and acknowledge that, upon transfer from yourBusiness Account or any other account where you hold fiat funds, thefiat funds will not be provided protection under the SecuritiesInvestor Protection Corporation (“SIPC”), nor will they beprovided protection under the Federal Deposit Insurance Corporation(“FDIC”). Your cryptocurrency also is not protected under theSIPC or the FDIC. You understand and acknowledge thatcryptocurrencies in your Zero Hash Account are not held at Businessor Custody Firm and that Business and Custody Firm only takeinstructions regarding transferring funds as described in themandatory Cryptocurrency Platform Agreement (if applicable).

5.3.Authorization to Share Information with Business.If you are registering an Account through the Platform, you herebyauthorize us to provide Business and/or an applicable third-party(as discussed below) any of your Background Information, and tocontinue sharing such information, and any revisions or additionsthereto, with Business and/or the applicable third-party on anongoing basis until your account(s) with Business is/are closedpursuant to the terms and conditions governing such account(s).However, we may retain all Account information, including Accountactivity and Background Information, as required by this UserAgreement and law and may share such information with a: (i)governmental authority or other third-party in accordance with anysubpoena, regulatory request, court order, applicable law, or otherlegal requirement; and (ii) third-party in order to verify theBackground Information in accordance with Section 4 above. Forfurther information on how we use or share your BackgroundInformation and other information you provide us during your use ofthe Services, see the Zero Hash Privacy Policy discussed in Section12 below.

6.Account Management.

6.1.Account Access.You will access your Account either: (i) through the Platform byusing your username and password connected to your Business Account;or (ii) through the Zero Hash System using your Zero Hash providedusername and password connected to your Account (collectively, your“Login Credentials”). You may only access your Account usingyour Login Credentials, or as may be authorized or required by bothZero Hash and Business (as applicable). From time to time, Zero Hashor Business (as applicable) may require you to change your LoginCredentials and re-verify your Background Information at theirdiscretion and as a condition to your continued access to and use ofyour Account and the Services. You hereby represent and warrant thatyou will not share your Login Credentials with any third-party orpermit any third-party to gain access to your Account; and youhereby assume responsibility for any instructions, Orders, oractions provided or taken by anyone who has accessed your Accountregardless of whether the access was authorized or unauthorized.

6.2.Account Maintenance.You are required to keep the information associated with yourAccount (“Account Profile”) updated at all times, and youagree to update your Account Profile immediately upon any changes toBackground Information that you previously provided. YOU UNDERSTANDTHAT A CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION MAY IMPACTYOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND HEREBY AGREE TONOTIFY US IN ADVANCE OF ANY CHANGE INYOUR STATE OF RESIDENCE OR FORMATION. PLEASE REFER TO OUR LIST OFPERMITTED US JURISDICTIONS IN SECTION3.2 ABOVE.As part of our legal compliance program (“AML Program”), wewill monitor your Account and your use of the Services, and reviewyour Background Information and any transaction related activity onan ongoing basis, as may be required by law and/or pursuant to ourinternal policies and procedures. At any time, we may require you toprovide us with additional Background Information, or any otherinformation reasonably requested, as a condition to your continuedaccess to and use of your Account and the Services. During suchtime, your access to and use of your Account and the Services may betemporarily restricted.

6.3.Account Security.You are solely responsible for managing and maintaining the securityof your Login Credentials and any other forms of authentication, andyou understand and acknowledge that we are not responsible (and youwill not hold us responsible) for any unauthorized access to and oruse of your Login Credentials and/or Account (“Unauthorized Access”). You understand and agree that you are solely responsible formaintaining the security of your Login Credentials by periodicallyupdating your Login Credentials and by keeping your LoginCredentials and other forms of authentication confidential andseparate from each other. You agree to notify us as soon as youbecome aware of or suspect any Unauthorized Access by emailingsupport@zerohash.com.

6.4.Unauthorized Account Activity.You are solely responsible for monitoring your Account forunauthorized or suspicious instructions, Orders, actions, ortransactions (“Unauthorized Activity”), and agree that we arenot responsible (and you will not hold us responsible) for anyUnauthorized Activity, as permitted by applicable law. Youacknowledge and agree that you are solely responsible for any Orderplaced through your Account as a result of Unauthorized Activity.You agree to protect your Account from Unauthorized Activity by: (i)reviewing, on an ongoing basis, your transaction history and yourAccount Profile; (ii) reviewing, immediately upon receipt, anytransaction receipts, confirmations and notices that we may providethrough the Platform, post to your Account or send to your emailaddress associated with your Account; (iii) verifying that youreceived a confirmation from us and, if applicable, the Platform,that an Order or instruction you provide is received, executed orcanceled, as applicable; and (iv) in the event of not havingreceived any such confirmation, notifying us and, if applicable, thePlatform, within twenty-four (24) hours of such Order orinstruction.

6.5.Potentially Fraudulent Activity.Any actual or suspected Unauthorized Access and/or UnauthorizedActivity will be treated by Zero Hash as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us within twenty-four (24) hours if youbecome aware of or suspect any Potentially Fraudulent Activity byemailingsupport@zerohash.com. For the avoidance of doubt, you are deemed to be aware ofPotentially Fraudulent Activity upon receipt of any notice of theoccurrence of such activity. Upon receipt of written notice viaemail tosupport@zerohash.comfrom you of any Potentially Fraudulent Activity, Zero Hash andBusiness (if applicable) will take reasonable and timely steps toprotect your Account, including, for example, by temporarilyrestricting access to your Account, suspending any pending Orders,and/or requiring you to change your Login Credentials.You agree to promptly report any Potentially Fraudulent Activity tolegal authorities and provide us a copy of any report prepared bysuch legal authorities viasupport@zerohash.com. In the event of an investigation of any Potentially FraudulentActivity, you further agree to: (i) cooperate fully with the legalauthorities and Zero Hash in such investigation; (ii) complete anyrequired affidavits promptly, accurately and thoroughly; and (iii)allow Zero Hash, or any third-party designated by us, access to yourmobile device, computer, and network as may be relevant to suchinvestigation. You understand and acknowledge that any failure tocooperate in any such investigation may cause delays in regainingaccess to your Account and any funds, including cryptocurrency heldin your Hosted Wallet(s).

7.Disabling Your Account.

7.1.Disabling Your Account.You may disable your Account at any time and for any reason unlessZero Hash believes, at our sole discretion, that such action isbeing performed in an effort to evade an investigation. Disabling anAccount will not affect any rights or obligations incurred prior tothe date of closure in accordance with this User Agreement. Prior todisabling your Account, you must liquidate any cryptocurrencybalance(s) maintained in your Hosted Wallet(s) and reflected in yourAccount via the Platform or via the Zero Hash System, if applicable,the proceeds of which shall be transferred to your Business Accountor as directed by you if you do not have an applicable BusinessAccount. You understand that requesting that Zero Hash disable yourAccount shall not be interpreted as instructions to liquidate yourAccount. Instructions to liquidate must be placed through thePlatform or through the Zero Hash System, and such instructions aresolely your responsibility.You understand and acknowledge that you are solely responsible forany fees, costs, expenses, charges or obligations (collectively,“Costs”) associated with the closing of your Account. In theevent any incurred Costs exceed the value of your Account, youunderstand and acknowledge that you are responsible for reimbursingZero Hash the value of such Costs and that you will remain liable toZero Hash for all obligations incurred in your Account, pursuant tothis User Agreement, or otherwise, whether arising before or afterthe closure of your Account or the termination of this UserAgreement.You understand and agree that Zero Hash will retain your Account
information in accordance with applicable law and regulatory
obligations.

7.2.Account Suspension or Termination.By using the Services, you understand and acknowledge that we havethe right to immediately suspend or terminate your Account and/orfreeze any cryptocurrency balance(s) in your Hosted Wallet(s)without prior notice if: (i) we suspect, at our sole discretion, youto be in violation of any provision of this User Agreement, our AMLProgram, or any applicable laws or regulations, or that you presenta risk to Zero Hash and/or ZH Liquidity, reputational or otherwise;(ii) we are required to do so by law or by any regulatory authority,court order, facially valid subpoena, or binding order of agovernment authority; (iii) we suspect any suspicious orUnauthorized Activity or any actual or attempted Unauthorized Accessto your Account or Login Credentials; (iv) your Business Account hasbeen suspended or terminated or you no longer have access to thePlatform (if applicable); or (v) the Account has not been accessedin two (2) years or more. You agree that Zero Hash may surrender anyunclaimed or abandoned fiat currency or cryptocurrencies held onyour behalf in accordance with each state’s escheatment requirements(a/k/a abandoned property laws).If your Account has been suspended or terminated, you will benotified at the point of login to the Platform or the Zero HashSystem when you attempt to access the Services. We may, at our solediscretion and as permitted by law, provide written notice that yourAccount has been suspended or terminated.Upon termination of your Account, unless prohibited by law, we may,
at our sole discretion, liquidate any remaining cryptocurrency
balance(s) in your Hosted Wallet(s) and return any proceeds, less
any Costs, to your Business Account or as directed by you if you do
not have an applicable Business Account. In the event your Account
is terminated, you hereby authorize Zero Hash to sell any such
remaining cryptocurrency balance(s) in your Hosted Wallet(s) at the
prevailing market price(s), and transfer the proceeds to your
Business Account or as directed by you if you do not have an
applicable Business Account, less any Costs associated with such
sale(s), the Account, and its termination.

8.Cryptocurrencies.

8.1.Definition.As used herein, “cryptocurrency” (also may be referred hereinas “virtual currency,” “digital currency,” “digital asset,” and“digital commodity”) means a digital representation of value whichis based on a cryptographic protocol that can be digitally tradedand may function as: (i) a medium of exchange; (ii) a unit ofaccount; and/or (iii) a store of value which is not legal tender,whether or not denominated in legal tender. The term“cryptocurrency”, or any other alternative as used herein, does notinclude: (x) software or a protocol governing transfer of thedigital representation of value; (y) a transaction in which amerchant grants value as part of an affinity or rewards program,which value cannot be taken from or exchanged with the merchant forcash or bank credit; or (z) a digital representation of value usedexclusively within an online game or game platform. Cryptocurrencyis distinguished from “fiat currency” (such as U.S. dollars), whichis the coin and paper money of a country that is designated as itslegal tender. For more information, please refer to theFATF Report, Virtual Currencies, Key Definitions and Potential
AML/CFT Risks, FINANCIAL ACTION TASK FORCE (June 2014), availablehere.

8.2.Supported Cryptocurrencies.A list of cryptocurrencies that Zero Hash currently supports isavailable via the Platform or the Zero Hash System, as applicable.Zero Hash may delist a cryptocurrency, at any time and for anyreason at our sole discretion, including but not limited to changesin a given cryptocurrency’s characteristics or due to a change inthe cryptocurrency’s regulatory classification.

8.3.Network Control.Zero Hash does not own or control any of the underlying softwarethrough which blockchain networks are formed and cryptocurrenciesare created and transacted. In general, the underlying software forblockchain networks tends to be open source such that anyone canuse, copy, modify, and distribute it. By using the Services, youunderstand and acknowledge that Zero Hash is not responsible for theoperation of the underlying software and networks that supportcryptocurrencies and that Zero Hash makes no guarantee offunctionality, security, or availability of such software andnetworks.

8.4.Forks and Airdropped Digital Assets.The underlying blockchain protocols are subject to sudden changes inoperating rules, resulting in a permanent change in the consensusalgorithm resulting from the creation of a new blockchain, which canbe significantly different from the original blockchain (a“Fork”) and implement changes in operating rules or otherfeatures that may result in more than one version of a network(each, a “Forked Network”) and more than one version of acryptocurrency (“Forked Assets”). In addition, operators ofblockchain networks, and other interested parties, may offer orissue cryptocurrency based on existing ownership or other factors,the issuance of which may be characterized as an interest, dividend,or “airdrop” (collectively, “Airdropped Digital Assets”).You understand and acknowledge that Forked Networks and theavailable supply of any Forked Assets and Airdropped Digital Assetsare wholly outside of the control of Zero Hash, and you furtheracknowledge that our ability to deliver Forked Assets resulting froma Forked Network and our ability to deliver Airdropped DigitalAssets may depend on third-parties that are outside of our controland/or Zero Hash may choose to not support such Forked Assets orAirdropped Digital Assets. You understand and acknowledge that Forksand the issuance of Airdropped Digital Assets may materially affectthe value, function, and/or even the name of the cryptocurrenciesyou store in your Hosted Wallet(s). In the event of a Fork, youunderstand and acknowledge that Zero Hash may temporarily suspendthe Services (with or without advance notice to you unless requiredby law) while we determine, at our sole discretion, which, if any,Forked Network(s) to support. More information on how Zero Hashtreats Forks and Airdrops may be foundhere.YOU ACKNOWLEDGE AND HEREBY AGREE THAT ZERO HASH MAY DETERMINE, IN
OUR SOLE DISCRETION, NOT TO SUPPORT A FORKED NETWORK OR THE
DISTRIBUTION OF AIRDROPPED DIGITAL ASSETS AND THAT YOU HAVE NO
RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED ASSETS ON SUCH
UNSUPPORTED FORKED NETWORK OR SUCH UNSUPPORTED DISTRIBUTION OF
AIRDROPPED DIGITAL ASSETS. YOU HEREBY FURTHER AGREE THAT ZERO HASH
MAY, IN OUR SOLE DISCRETION, DETERMINE THE APPROACH TO SUCH FORKED
ASSETS AND ANY DISTRIBUTION OF AIRDROPPED DIGITAL ASSETS, WHICH MAY
INCLUDE ABANDONING OR OTHERWISE ELECTING NOT TO SUPPORT SUCH FORKED
ASSETS AND THE DISTRIBUTION OF AIRDROPPED DIGITAL ASSETS AS PART OF
THE SERVICES. YOU UNDERSTAND AND HEREBY ACKNOWLEDGE THAT ZERO HASH
IS UNLIKELY TO SUPPORT MOST FORKED NETWORKS AND THE DISTRIBUTION OF
AIRDROPPED DIGITAL ASSETS AND THAT MOST FORKED ASSETS AND AIRDROPPED
DIGITAL ASSETS WILL LIKELY NOT BE MADE AVAILABLE TO YOU. YOU
ACKNOWLEDGE THAT ZERO HASH MAY CHANGE THE CRYPTOCURRENCIES THAT IT
SUPPORTS FROM TIME TO TIME. ZERO HASH DISCLAIMS ANY LIABILITY FOR
ANY ATTEMPT BY YOU TO USE THE SERVICES FOR CRYPTOCURRENCIES THAT
ZERO HASH DOES NOT SUPPORT OR NO LONGER SUPPORTS.

8.5.Risks.There are several risks associated with cryptocurrencies,cryptocurrency trading, and staking cryptocurrencies. Before usingthe Services, you should ensure that you have read and understandthe below risks, and by accessing and using the Services, you herebyrepresent and warrant that you have read and understand thefollowing risk disclosures. Please note that this is not anexhaustive list of all risks associated with cryptocurrencies andthe Services.

8.5.1.Cryptocurrency Risks.

8.5.1.1.Unique Features of Cryptocurrencies.Cryptocurrencies are not legal tender in the United States, are notbacked by the government, have no intrinsic value, and are notsubject to FDIC or SIPC protections. The price of cryptocurrenciesis based on the agreement of the parties at the time of any giventransaction, which may or may not be based on the market value ofthe cryptocurrency at the time of the transaction. The value of acryptocurrency may be derived from the continued willingness ofmarket participants to exchange fiat currency for cryptocurrency,which may result in the potential for permanent and total loss of avalue of a particular cryptocurrency should the market for thatcryptocurrency disappear. Accordingly, the nature of cryptocurrencymeans that there is no assurance that: (i) a market participant whoaccepts a cryptocurrency as payment today will continue to do so inthe future; (ii) a market participant’s cryptocurrency losses willbe afforded any kind of a legal protection, such protection whichmay be limited to private insurance, bonds, or trust accounts (ifavailable); and (iii) a bond or trust account maintained by anexchange, intermediary, custodian, or vendor (if any) will besufficient to cover all losses incurred by market participants.

8.5.1.2.Price Volatility.You understand that the value of any cryptocurrency, includingassets pegged to, or designed to track the value of, fiat currency,commodities, or any other asset, may go to zero. The price of acryptocurrency is based on the perceived value of the cryptocurrencyand subject to changes in sentiment, which make these productshighly volatile. Cryptocurrencies that are pegged to the price orvalue of any other asset, including fiat currency, are notguaranteed to remain pegged to that asset’s or fiat currency’svalue. Certain cryptocurrencies, including those pegged to any otherasset’s or fiat currency’s value, have experienced daily pricevolatility of more than 25% and may be considerably higher. As such,the volatility and unpredictability of the price of cryptocurrencyrelative to the price of fiat currency may result in significantloss over a short period of time. You understand that we are notliable for price fluctuations in any cryptocurrency listed orCryptocurrency Transaction executed on the Platform.

8.5.1.3.Valuation and Liquidity.Cryptocurrencies can be traded through privately negotiatedtransactions and through numerous cryptocurrency exchanges andintermediaries around the world, each with its own pricing mechanismand/or order book. The lack of a centralized pricing source poses avariety of valuation challenges. In addition, the dispersedliquidity may pose challenges for market participants trying to exita position, particularly during periods of stress. Suchcharacteristics of the cryptocurrency markets may result in canceledor partially filled cryptocurrency Orders.ZHLS, at its sole discretion, may add a spread (i.e., a pricepremium) to each Cryptocurrency Transaction executed by you on thePlatform or through the Zero Hash System and the execution price isnot meant to imply the “market price.”

8.5.1.4.Cybersecurity.The nature of cryptocurrency may lead to an increased risk of fraud(as outlined herein) or cyber attacks. The cybersecurity risks ofcryptocurrencies and related “wallets” or spot exchanges includehacking vulnerabilities and a risk that publicly distributed ledgersmay not be immutable, which include 51% attacks. A 51% attack refersto an attack on a blockchain by a group, or coalition of groupsacting in concert, controlling more than 50% of the network's mininghash rate or computing power which may cause a substantial change inthe underlying protocol and/or cause significant market disruption.A cybersecurity event could result in a substantial, immediate andirreversible loss for market participants that tradecryptocurrencies. Even a minor cybersecurity event in acryptocurrency is likely to result in downward price pressure onthat product and potentially other cryptocurrencies.

8.5.1.5.Opaque Spot Market.Cryptocurrency balances are generally maintained as an address onthe blockchain and are accessed through Private Keys (definedbelow), which may be held by a market participant or a custodian.Although cryptocurrency transactions can be publicly available on ablockchain or distributed ledger, the public address does notidentify the controller, owner or holder of the Private Key. Unlikebank and Business Accounts, cryptocurrency exchanges and custodiansthat hold cryptocurrencies do not always identify the owner. Theopaque underlying or spot market poses asset verification challengesfor market participants, regulators and auditors and gives rise toan increased risk of manipulation and fraud, including the potentialfor Ponzi schemes, bucket shops and pump and dump schemes, which mayundermine market confidence in a cryptocurrency and negativelyimpact its price. These unique risks mean that transactions incryptocurrencies may be irreversible, and, accordingly, losses dueto fraudulent or accidental transactions may not be recoverable.

8.5.1.6.Cryptocurrency Exchanges, Intermediaries and Custodians.Cryptocurrency exchanges, in general globally, as well as otherintermediaries, custodians and vendors used to facilitatecryptocurrency transactions, are relatively new and largelyunregulated in both the United States and many foreignjurisdictions. The opaque underlying spot market and lack ofregulatory oversight creates a risk that a cryptocurrency exchangemay not hold sufficient cryptocurrencies and funds to satisfy itsobligations and that such deficiency may not be easily identified ordiscovered. In addition, many cryptocurrency exchanges haveexperienced significant outages, downtime and transaction processingdelays, flash crashes, and may have a higher level of operationalrisk than regulated futures or securities exchanges. Outages,regardless of severity or length of downtime or delays, cannegatively impact cryptocurrency markets and prices. Thus, thenature of cryptocurrency means that technological difficultiesexperienced by exchanges, intermediaries, custodians, and vendorsmay prevent access or use of a market particpant’s cryptocurrency atany given time.

8.5.1.7.Regulatory Landscape.Cryptocurrencies currently face an uncertain regulatory landscape inthe United States and many foreign jurisdictions. In the UnitedStates, cryptocurrencies may be regulated by one or more stateregulatory bodies. In addition, many cryptocurrency derivatives areregulated by the Commodities and Futures Trading Commission, and theSecurities and Exchange Commission has cautioned that initial coinofferings and certain cryptocurrencies are likely to fall within thedefinition of a security and subject to U.S. securities laws. One ormore jurisdictions at the state, federal, or international levelmay, in the future, adopt laws, regulations or directives thatadversely affect the use, transfer, exchange, and value ofcryptocurrencies, their networks, and their users. Such laws,regulations or directives may impact the price of cryptocurrenciesand their acceptance by users, merchants and service providers.

8.5.1.8.Technology.The relatively new and rapidly evolving technology underlyingcryptocurrencies introduces unique risks. For example, a uniquePrivate Key is required to access, use or transfer a cryptocurrencyon a blockchain or distributed ledger. The loss, theft ordestruction of a Private Key may result in an irreversible loss. Inaddition, some cryptocurrency transactions are deemed made whenrecorded on a public ledger or blockchain, which is not necessarilythe date or time that a market participant initiates a transaction.The ability to participate in Forks could also have implications forinvestors. For example, a market participant holding acryptocurrency position through a cryptocurrency exchange may beadversely impacted if the exchange does not allow its customers toparticipate in a Fork that creates a new product.

8.5.1.9.Transaction Fees.Many cryptocurrencies allow market participants to offer miners(i.e., parties that process transactions and record them on ablockchain or distributed ledger) a fee. While not always mandatory,a fee is generally necessary to ensure that a transaction ispromptly recorded on a blockchain or distributed ledger. The amountsof these fees are subject to market forces and it is possible thatthe fees could increase substantially from the estimated feesdisplayed to you through the Platform or Zero Hash system, asapplicable. In addition, cryptocurrency exchanges, wallet providersand other custodians, including Zero Hash, may charge high feesrelative to custodians in many other financial markets. Zero Hash isunder no obligation to pass along network fees at cost.

8.5.2.Cryptocurrency Staking.In addition to the risks associated with cryptocurrencies disclosedabove, which are equally applicable to staked assets, the staking ofcryptocurrencies involves the following additional risks:

8.5.2.1.Lockup Period.You understand and acknowledge that, once staked, your digitalassets may be required by the proof of stake network to be locked upfor a certain period of time, which may prevent you from being ableto instruct Zero Hash to unstake such digital assets on your behalf.You are responsible for researching and understanding any lockuprequirements or provisions associated with any proof of stakenetwork before you direct Zero Hash to stake your assets on yourbehalf.

8.5.2.2.No Investor or Deposit Insurance Protection.Cryptocurrency balances staked to a proof-of-stake network will notbe provided protections under the SIPC or the FDIC.

9.Cryptocurrency Transactions.

9.1.Liquidity Providers.When you place an Order through the Platform or the Zero HashSystem, you are requesting to buy or sell cryptocurrency to and fromother fully onboarded users of Zero Hash. You understand and agreethat some onboarded users, including ZHLS, engage in cryptocurrencytrading activities for profit. You understand and agree that we may,at our sole discretion, use various intermediaries that quote both abuy and a sell price in cryptocurrency held in their own inventory(“Liquidity Provider”) to source cryptocurrency for yourOrder(s) in order to fulfill and settle such Orders. You understandand agree that Zero Hash may, at its sole discretion, determinewhich Liquidity Provider acts as the buyer and/or seller ofcryptocurrency for any given Order placed by you through thePlatform or the Zero Hash System.

9.2.Market Orders.Orders to purchase or sell cryptocurrency at the prevailing marketprice (“Market Orders”) are based on the prevailing marketprice at the time the Market Order is filled, which is determined byZHLS, or any other applicable Liquidity Provider, using proprietarymethods, algorithms, processes, procedures and intermittent data(“Calculation Methodology”). Liquidity Providers, includingZHLS, may, subject to their own discretion, add a spread to anyCryptocurrency Transaction. The spread will be priced into any Orderat the time of transaction and will increase the cost of anypurchase above the prevailing market price. You understand andacknowledge that the price at which your Market Order is filled mayvary from the price displayed at the time your Market Order isplaced, and you further understand and acknowledge that Zero Hashmay, at its sole discretion, cancel any Market Order if theprevailing market price changes significantly from the time theMarket Order was placed. You further understand and acknowledge thatZero Hash may, at its sole discretion, cancel any Market Order. ZeroHash, or Zero Hash through the Platform, will send you anotification upon the occurrence of a cancellation of any MarketOrder.

9.3.Order Placement.Orders are placed on the Platform or the Zero Hash System, asapplicable, through your Account using your Login Credentials (tothe extent that any Login Credentials are required by Business toaccess its Platform). If you are accessing the Services through thePlatform, you may only enter Orders as permitted by the Platform andas agreed between you and Business in the applicable CryptocurrencyPlatform Agreement. If you are entering Orders through the Zero HashSystem, you may only submit orders as permitted by Zero Hash inwriting. You further understand that all Orders to purchase or sellcryptocurrency will be executed in reliance on your promise that anactual purchase or sale is intended, and that ZHLS requires fullpayment in cleared, non-margined funds at the time an Order isfilled. Zero Hash does not offer leverage in your Account. Zero Hashwill not settle any leveraged transaction. You are responsible forensuring that you do not place a leveraged or margin Order throughthe Platform. You further understand and acknowledge that you arenot permitted to place an Order to purchase cryptocurrency unlessyou have enough non-margined funds available in your BusinessAccount or Zero Hash account, as applicable, to cover the purchaseplus any network and/or associated blockchain fees, and that you arenot permitted to place an Order to sell cryptocurrency unless youhave enough cryptocurrency available in your Account. You understandand acknowledge that Zero Hash and ZHLS do not guarantee that anOrder you place will be filled, and you further understand andacknowledge that Zero Hash reserves the right to cancel any Order orpart of an Order, if such Order: (i) was placed during a scheduledor unscheduled downtime of Zero Hash and/or ZHLS; (ii) violates theterms of this User Agreement; or (iii) is non-marketable. By placingan Order, you agree to the terms and conditions of the Order asdisplayed to you on the Platform or Zero Hash System, as applicable.You further understand and acknowledge that: (a) Zero Hash does notoffer the ability to set up pre-authorized, automatic, or recurringOrders (“Pre-Authorized Orders”) in your Account; (b) anysuch Pre-Authorized Order feature (if available) is under theexclusive control of Business (if applicable); (c) you must contactBusiness (if applicable) in order to stop a Pre-Authorized Orderbefore execution or to turn off such a feature in your Account; and(d) Zero Hash and ZHLS are not liable for the placement andexecution of any Pre-Authorized Order. Prior to each CryptocurrencyTransaction, you will be presented with a written disclosure inclear, conspicuous, and legible writing, the following information:(1) the amount of the Cryptocurrency Transaction; (2) any fees,expenses, and charges borne by you, including applicable exchangerates; (3) the type and nature of the Cryptocurrency Transaction;(4) a warning that once executed the Cryptocurrency Transaction maynot be undone, if applicable; and (5) such other disclosures as arecustomarily given in connection with a transaction of this nature.

9.4.Order Routing.All Orders will be routed to us by or through the Platform, unlessyou are placing Orders directly through the Zero Hash System. Byusing the Services, you understand and acknowledge that all Ordersrouted to us by the Business or through the Platform, which areplaced on the Platform or the Zero Hash System through your Accountusing your Login Credentials, are your Orders, and you agree to bebound by all terms and conditions pertaining to such Orders inaccordance with this User Agreement.

9.5.Source of Funds; Destination of Proceeds.Zero Hash and ZHLS only authorize Cryptocurrency Transactions usingfunds maintained: (1) if you are accessing the Services via thePlatform, in your Business Account, or (2) if you are accessing viathe Zero Hash System, present in your Zero Hash Account. Youunderstand and acknowledge that you are not allowed to use fundsthat are not owned by you to enter into Cryptocurrency Transactions,and that you are not authorized to enter into CryptocurrencyTransactions on behalf of any third-party. You hereby represent andwarrant that all funds used by you to enter into CryptocurrencyTransactions (presently and in the future) are owned by you and arenot the direct or indirect proceeds of any criminal or fraudulentactivity. In all instances, you are responsible for the full amountowed for Cryptocurrency Transactions entered by you on the Platformor the Zero Hash System. You understand and acknowledge that anyproceeds from the sale of cryptocurrency shall be returned to yourBusiness Account (or another account (previously communicated to andapproved by Zero Hash) if you do not have an applicable BusinessAccount, including an Account you have funded directly with ZeroHash), and that you will not have the option to transfer proceeds toany other fiat account, including any account that you own. Fiatwithdrawals from your Business Account shall be covered in youragreement(s) with Business (if applicable). If you do not have anapplicable Business Account and you access your Account through theZero Hash System, fiat withdrawals are covered in Section10.5 below.

9.6.Transaction Limits.You understand and acknowledge that your use of the Services issubject to a limit on volume (in fiat currency terms) that you maytransact in a given time period. Such limits may vary, at our solediscretion, depending on a variety of factors, and we may applyhigher limits to certain Account holders at our discretion.

9.7.Transaction Record.When your Order is filled, Zero Hash, or Business on behalf of ZeroHash, will send your confirmation (a “Transaction Receipt”)through the Platform or to your email address associated with yourAccount. We may choose, at our sole discretion and without priornotice to you, to periodically consolidate Orders into a singleTransaction Receipt. Transaction Receipts shall contain anyinformation we may elect to include at our sole discretion or asrequired by law. The confirmation shall disclose, at a minimum, (1)the name and contact information of Zero Hash and ZHLS, including atelephone number to answer questions and register complaints; (2)the type, value, date, and precise time of the transaction; (3) thefee charged; (4) the exchange rate, if applicable; (5) a statementof the liability of Zero Hash and ZHLS for non-delivery or delayeddelivery; (6) a statement of the refund policy of Zero Hash; and (7)any additional information required by law. A record of yourCryptocurrency Transactions “Transaction History”) conductedduring the preceding twelve (12) months may be available throughyour Account on the Platform or the Zero Hash System, as applicable.Zero Hash maintains records of all Cryptocurrency Transactions for aperiod of five (5) years or as otherwise required by law.

9.8.Right to Offset.In the event that you fail to maintain sufficient funds in yourBusiness Account or Account (or another account previouslycommunicated to and approved by Zero Hash) if you do not have anapplicable Business Account) at the time an Order is filled, ZeroHash and ZHLS reserve the right, at our sole discretion, to cancel,reverse or fill such Order in whole or in part. You agree to beresponsible for the costs of any such action taken by Zero Hashand/or ZHLS. You understand and acknowledge that if a failure toprovide sufficient funds results in an amount due and owing by youto ZHLS (a “Negative Balance”), Zero Hash or ZHLS shall havethe right to: (i) charge a reasonable rate of interest on any suchNegative Balance; and (ii) offset any such Negative Balance,including any accrued interest and consequential losses, bytransferring funds that are or become available in your BusinessAccount or Account to Zero Hash or ZHLS.

9.9.Cancellations.Orders may not be cancelled by you after they are filled.

9.10.Errors.You are solely responsible for reviewing your Transactions Receiptsand for monitoring your Transaction History for any errors (or anyPotentially Fraudulent Activity, as outlined in Section6.5). You understand andacknowledge that if you have not received a Transactions Receipt oran Order cancellation notice, you are responsible for notifying usvia email atsupport@zerohash.comwithin twenty-four (24) hours of the Cryptocurrency Transaction. Youfurther understand and acknowledge that you are solely responsiblefor reviewing your Transaction Receipts for accuracy and fornotifying us of any suspected errors via email atsupport@zerohash.comwithin twenty-four (24) hours of the time any such TransactionReceipt was sent. You hereby waive your right to dispute anyCryptocurrency Transaction unless you notify us of any objectionswithin twenty-four (24) hours of the time in which the applicableTransaction Receipt was sent. You understand and acknowledge thatZero Hash and/or ZHLS reserves the right, but has no obligation to,and shall not be held liable should we declare null and void aCryptocurrency Transaction that Zero Hash considers to be erroneous(each, an “Erroneous Transaction”). You understand andacknowledge that you are responsible for ensuring that theappropriate price and Order type is submitted when you place anOrder to purchase or sell cryptocurrency with ZHLS, and that asimple assertion by you that a mistake was made in entering anOrder, or that you failed to pay attention to or update an Order,shall not be sufficient to establish it as an Erroneous Transaction.You further understand and acknowledge that if Zero Hash or ZHLSdetermines that a given Cryptocurrency Transaction is an ErroneousTransaction, Zero Hash or ZHLS may, at our sole discretion, declareit null and void, in whole and in part, even if you do not agree tocancel or modify it, in which case you shall return thecryptocurrency or funds received in the Erroneous Transaction.

9.11.Downtime.Each of Zero Hash and ZHLS uses commercially reasonable efforts toprovide the Services in a reliable and secure manner. From time totime, interruptions, errors, delays, or other deficiencies inproviding the Services may occur due to a variety of factors, someof which are outside of Zero Hash’s and/or ZHLS’ control, and somewhich may require or result in scheduled maintenance or unscheduleddowntime of the Services (collectively, “Downtime”). Youunderstand and acknowledge that part or all of the Services may beunavailable during any such period of Downtime, and you acknowledgethat Zero Hash and ZHLS are not liable or responsible to you for anyinconvenience or losses to you as a result of Downtime. FollowingDowntime, you further understand and acknowledge that the prevailingmarket prices of cryptocurrency may differ significantly from theprices prior to such Downtime.

9.12.Trade Cancellation.You agree that Zero Hash may delay settlement or cancel, in whole orpart, any transaction should any chosen Liquidity Provider fail totimely deliver to us sufficient cryptocurrency to fulfill and/orsettle any Order(s) placed by you through the Platform or the ZeroHash System. Zero Hash shall not be responsible for any hypotheticalor alleged losses resulting from any delayed or canceledtransaction.

9.13.Force Majeure Events.Zero Hash and ZHLS shall not have any liability for any failure toperform or delay in performing its obligations under this UserAgreement due to any act of God, act of governmental authority,change in law or regulation, war, criminal act, fire, explosion,earthquake, flood, weather condition, power failure, transportation,pandemic (including COVID-19) or other accident beyond thereasonable control of the party (“Force Majeure Events”).

10.Ownership/Custody of Your Assets.

10.1.Hosted Wallet.You hereby engage Zero Hash to act as custodian of anycryptocurrencies that you obtain from Cryptocurrency Transactions ordeposit to Zero Hash, as applicable. Such cryptocurrencies shall bestored, on your behalf, by Zero Hash in one or more omnibus HostedWallets. A “Hosted Wallet” is defined herein as any software,application, service, device or tangible object that is used torecord and store the alphanumeric character string that is requiredto transfer any cryptocurrency (each a “Private Key”) forcryptocurrencies that are associated with your Account. As usedherein "your Hosted Wallet" shall mean the portion of any HostedWallet attributable to the cryptocurrency you own as reflected inyour Account and stored in a Hosted Wallet. Cryptocurrency obtainedby you from cryptocurrency transactions or deposited to your Accountfrom an external address to an address associated with your HostedWallet(s) or Account shall be stored, on your behalf, by Zero Hashin one or more omnibus Hosted Wallets (each a “Omnibus Hosted Wallet”). Zero Hash shall track the balance and ownership ofcryptocurrencies purchased through the Services and stored in yourHosted Wallets, and you understand that you can view the balance ofcryptocurrencies in your Account and stored in Hosted Walletsthrough the Platform or directly through the Zero Hash System, asapplicable. You understand and acknowledge that you are solelyresponsible for reviewing your Account balance for accuracy and fornotifying us of any suspected errors via email atsupport@zerohash.comwithin twenty-four (24) hours of the time any such error wasidentified.

10.2.Hosted Wallet Management.Zero Hash securely stores the Private Keys to your cryptocurrency,which are used to process cryptocurrency transactions, in acombination of online Omnibus Hosted Wallets, which includes thosethat are connected to the Internet or other network or that areoperating on a device that is connected to the Internet or othernetwork (“Hot Wallets”) and offline Omnibus Hosted Wallets,which include those that are not connected to the Internet or othernetwork or that are operating on a device that is not connected tothe Internet or other network (“Cold Wallets”). Zero Hashwill use both Hot Wallets and Cold Wallets to store the Private Keysfor cryptocurrencies you obtain from cryptocurrency transactions anddeposits, which Private Key is at all times held by Zero Hash onyour behalf. The types of Wallets used and the manner and means oftheir use will be determined at Zero Hash's discretion based on itsthen-current practices and procedures. The blockchain address usedby Zero Hash to hold any cryptocurrency is not an indication ofindividual ownership of such cryptocurrency.

10.3.Custody and Title of Cryptocurrency.Unless otherwise stated herein, all cryptocurrency obtained by youfrom cryptocurrency transactions or deposits are custodial assetsheld by Zero Hash for your benefit, as described in further detailbelow.

10.4.Ownership.Title to your cryptocurrency shall at all times remain with you andshall not transfer to Zero Hash. The blockchain address used by ZeroHash to hold any of your cryptocurrency and the related Private Keysis not an indication of individual ownership of such cryptocurrency.All interests in cryptocurrency that Zero Hash holds for HostedWallets are held for customers, are not property of Zero Hash, andare not subject to claims of Zero Hash’s creditors. As the owner ofcryptocurrency in your Account, you shall bear all risk of loss ofany such cryptocurrency. Zero Hash shall have no liability forfluctuations in the fiat currency value of the cryptocurrency ownedby you and held in your Account and stored in Hosted Wallet(s). Noneof the cryptocurrency held in your Account are the property of, orshall or may be loaned to, Zero Hash. Zero Hash does not representor treat cryptocurrency held in your Account as belonging to ZeroHash. Zero Hash may not grant a security interest in cryptocurrencyheld in your Account. Except as required by law, or except asprovided herein, Zero Hash will not sell, transfer, loan,hypothecate, or otherwise alienate cryptocurrency held in yourAccount unless instructed by you. You control the cryptocurrencyheld in your Hosted Wallet(s) as reflected in your Account. At anytime, subject to outages, downtime, and other applicable policies,you may either, as permitted by the Platform, if applicable, sellany or all of your cryptocurrency and withdraw the proceeds awayfrom Zero Hash or withdraw your cryptocurrency by sending it to adifferent blockchain address controlled by you or a third party.

10.5.Third-Party Custodian.Zero Hash may partner with a third-party custodian to store yourcryptocurrency on behalf of Zero Hash (“Wallet Provider”). In suchcase, your balance(s) of cryptocurrency will be recognized by ZeroHash in your Account.

10.6.Insurance.Assets held at Zero Hash are not insured by the FDIC or SIPC. Youare solely responsible for maintaining insurance policies forcryptocurrency stored by Zero Hash on your behalf. You acknowledgeand agree that Zero Hash does not make any promises or warrantieswith respect to any insurance policies carried by Zero Hash orWallet Provider, and that you will not be able to make any claimsagainst any insurance policies carried by Zero Hash or WalletProvider.

10.7.Omnibus Hosted Wallet Address.Zero Hash may use shared blockchain addresses, controlled by ZeroHash, to simultaneously hold cryptocurrency on your behalf, and onbehalf of other users, including Zero Hash and its affiliates. ZeroHash has no obligation to create segregated blockchain addresses foryour assets. You only have ownership of and rights to those assetsrepresented in your Account balance.

10.8.Application of the Uniform Commercial Code.All cryptocurrency held in your Account and stored in your HostedWallet(s) shall be treated as "financial assets" under Article 8 ofthe Illinois Uniform Commercial Code ("Article 8"). Withrespect to all cryptocurrency held in your Account or HostedWallet(s) by Zero Hash on your behalf, Zero Hash is a "securitiesintermediary"as defined in Article 8. Further, your Account is a"securities account" which is defined in Article 8, in part, as "anaccount to which a financial asset is or may be credited." Treatmentof your Account or Hosted Wallet(s), your cryptocurrencies, yourCryptocurrency Transactions, or Zero Hash under Article 8 does notimpact or define the treatment of your cryptocurrencies,Cryptocurrency Transactions, or Account or Hosted Wallet(s) underany other law, regulation, or rule, including the United StatesCommodity Exchange Act and any federal, state, or foreign securitieslaws or regulations.

10.9.Deposits and Withdrawals of Fiat Funds.

10.9.1.Platform User Deposits and Withdrawals.If you are accessing the Services through the Platform, you mayinstruct deposits and withdrawals of fiat to and from Zero Hash on aper transaction basis or as otherwise permitted by the Platform. Anyfiat received by Zero Hash on your behalf shall be held by Zero Hashon your behalf in an FDIC insured account.

10.9.2.Zero Hash System Deposits and Withdrawals.If you are accessing the Services through the Zero Hash System, youmay deposit to your Account any fiat currency supported by Zero Hashby submitting such fiat currency through wire transfer or any othertransmission method supported by Zero Hash from your bank account toZero Hash's fiat deposit account via instructions provided to you byZero Hash. You may withdraw any deposited fiat currency by issuingan instruction to Zero Hash (provided that such instruction has beendelivered by your properly authorized agent, in Zero Hash’scommercially reasonable opinion) from your Account to an externalbank account. Zero Hash reserves the right to perform any duediligence on any such external bank account.

10.9.3.Accrued Interest.No matter the access method used by you, you will not be entitled toany accrued interest each on fiat currency held by Zero Hash ascustodian. In the event Zero Hash is charged a negative interestrate by the bank holding the omnibus account in which your fiatcurrency is stored, Zero Hash shall pass such charges to you. ZeroHash is not required to provide you with advanced notice of suchcharges.

10.10.Deposit and Withdrawals of Cryptocurrencies.

10.10.1.Platform User Deposits and Withdrawals.If you are accessing the Services through the Platform, you mayinstruct deposits and withdrawals of cryptocurrency only aspermitted by the Platform. When you elect to transfer cryptocurrencyfrom your Hosted Wallet to a third-party wallet address or otherlocation, it is always possible that the party administering the newlocation may reject your transfer or that the transfer may fail dueto technical or other issues affecting the Platform. You agree thatyou shall not hold Zero Hash liable for any damages arising from arejected or failed transfer.

10.10.2.Zero Hash System User Deposits and Withdrawals.You may deposit to your Account any supported cryptocurrency bytransferring such asset(s) from an external address to an addressassociated with your Hosted Wallet or Account. You may withdraw anycryptocurrency in your Hosted Wallet or Account by issuing aninstruction to Zero Hash (provided that such instruction has beendelivered by your properly authorized agent, in Zero Hash’scommercially reasonable opinion) to transfer such asset(s) from anaddress associated with your Hosted Wallet or Account to an externaladdress. Zero Hash reserves the right to perform any due diligenceon any such external address.

11.General Terms of Service.

11.1.Self-Directed Account.You understand and acknowledge that your Account is self-directed,you are solely responsible for any and all Orders placed throughyour Account, and all Orders entered by you are unsolicited andbased on your own investment decisions. You understand andacknowledge that you have not received and do not expect to receiveany investment advice from Zero Hash, ZHLS or any of its affiliatesin connection with your Orders. Notwithstanding anything in thisUser Agreement, you understand and acknowledge that neither ZeroHash nor ZHLS accepts responsibility whatsoever for, and shall in nocircumstances be liable to you in connection with, your decisions.You further understand and acknowledge that under no circumstanceswill your use of the Services be deemed to create a fiduciaryrelationship or a relationship that includes the provision ortendering of investment advice. You acknowledge that neither ZeroHash, ZHLS nor any of its affiliates, nor any of their employees,agents, principals, or representatives: (i) provide investmentadvice in connection with this Account; (ii) recommend anycryptocurrencies, Cryptocurrency Transactions, Orders, or any actionor inaction in your Account; or (iii) solicit your placement of anyparticular Order to the extent research materials or similarinformation are available through the Platform or Zero Hash System,you hereby understand and acknowledge that these materials areintended for informational and educational purposes only and do notconstitute a recommendation by Zero Hash to enter into anyCryptocurrency Transactions or to engage in any investmentstrategies.

11.2.Communications.You understand and acknowledge that all notices and communicationwith you regarding your Account, the Services, this User Agreement,and any other applicable agreements, documents, tax forms, anddisclosures (together, the “Communications”), will bedelivered electronically either through the Platform, your Account,or via an email sent by Zero Hash, or by Business (if applicable) onbehalf of us or any third party on our behalf, to the email addressassociated with your Account. To ensure that you receive all of ourelectronic Communications, you agree to keep your email addressup-to-date and immediately notify us through the Platform or throughthe Zero Hash System if there are any changes. Delivery of anyCommunication to the email address associated with your Account isconsidered valid. If any email Communication is returned asundeliverable, we retain the right to block your access to yourAccount until you provide and confirm a new and valid email address.You may withdraw your consent to receive Communicationselectronically by contacting us atsupport@zerohash.com. If you fail to provide or withdraw your consent to receiveCommunications electronically, we reserve the right to immediatelyclose your Account or charge you fees for paper copies.

11.3.Taxes.You understand and acknowledge that Zero Hash, ZHLS or ouraffiliates do not provide tax or legal advice and that receiving TaxReporting Services, if applicable, hereunder does not constitute anytax or legal advice from Zero Hash. You further understand andacknowledge that Zero Hash may report Cryptocurrency Transactionsand the proceeds from cryptocurrency sales to the Internal RevenueService or other applicable taxing authority to the extent andmanner in which so required by law, regulations, or regulatoryguidance. You further understand and acknowledge that you will beliable for reporting and paying all taxes relating to yourinvestments and other activity related to this User Agreement,including with respect to any Cryptocurrency Transactions, StakingRewards, Rewards/Awards Transactions, and any other relatedtransactions that may occur in your Account. Unless required to doso by a tax authority with competent jurisdiction over Zero Hash,Zero Hash will not file or report any tax forms or taxabletransactions on your behalf. Zero Hash may withhold (or cause to bewithheld) the amount of any tax which may be required by law to bewithheld by Zero Hash. You should conduct your own due diligence andconsult your advisors before making any transactions under this UserAgreement.

11.3.1.U.S. Persons.This subsection is applicable if you are a U.S. person (including aU.S. resident alien) as such term is defined in section 7701(a) ofthe Internal Revenue Code of 1986, as amended (“U.S. Person”). Under penalties of perjury, you hereby certify that thetaxpayer identification number that you have provided or willprovide to Zero Hash in connection with your Account (including anytaxpayer identification number on any Form W-9 that you haveprovided or will provide) is your correct taxpayer identificationnumber.

11.3.2.Non-U.S. Persons.This subsection is applicable if you are not a U.S. Person. Youhereby certify that you fully understand all the information on anyForm W-8BENthat you have submitted or will submit through the Platform inconnection with your Account. Under penalties of perjury, youdeclare that: (i) you have examined all the information on any FormW-8BEN that you have submitted or will submit through the Platform;and (ii) to the best of your knowledge and belief all suchinformation is true, correct, and complete.

11.4.Intellectual Property.You hereby acknowledge that we own all right, title and interest inand to the documentation, procedures, requirements, conditions,practices and guidelines for the use of Services, prepared by or onbehalf of Zero Hash and ZHLS describing any processes, procedures,know-how or algorithms developed, devised, practiced or used by us(“Zero Hash System Protocol”), their use and content, as wellas all related copyrights, trademarks, service marks, patent rights,and trade secrets and any other intellectual property rights therein(registered or unregistered) including any applications anywhere inthe world. We do not grant you any right or license except asexpressly set forth herein and otherwise reserves all rights. TheZero Hash System Protocol is protected by applicable copyright,trade secret and other intellectual property laws. Without limitingthe foregoing, the Zero Hash logo, any other Zero Hash servicenames, logos or slogans that may appear within the Services(collectively, the “Covered Marks”) are trademarks, servicemarks or trade dress of Zero Hash and its affiliates. You herebyagree that you will not: (i) copy, modify, disclose, publish,distribute, create derivative works from, reverse engineer, reverseassemble or reverse compile the Zero Hash System Protocol, or anyportion thereof, for any reason and you may not use the Zero HashSystem Protocol, or any portion thereof, for any purpose other thanas expressly authorized herein; (ii) copy, imitate or use, in wholeor in part, any Covered Mark without Zero Hash’s prior writtenpermission; (iii) remove, obscure or alter any Zero Hash copyright,trademark, patent or other Zero Hash notices or legends contained inthe Services or in any documentation or other materials produced,distributed or published by Zero Hash; (iv) distribute, rent, sell,lease, redistribute, release or license the Zero Hash SystemProtocol, or any part thereof, to any third-party or otherwise allowaccess by a third-party; (v) take or authorize any action that coulddetrimentally interfere with the performance or delivery of theServices, use any robot, spider or other device or process tomonitor or copy the Zero Hash System Protocol, or knowingly transmitany virus or other potentially harmful device in connection withyour use of the Services; or (vi) assist or encourage anythird-party in engaging in any activity prohibited under this UserAgreement.

11.5.Transaction Data.Zero Hash and ZHLS shall be entitled, at our sole discretion, to useinformation related to Cryptocurrency Transactions executed throughthe Services (“Transaction Data”) to develop and compilemarket data that Zero Hash, ZHLS or a third-party service providermay disseminate to third parties (including through a market datafeed) for business purposes without further consent by you, and ZeroHash shall be entitled to any and all revenue derived therefrom. Byyour use of the Services, you hereby consent to such use ofTransaction Data. Any such market data disseminated by Zero Hash,ZHLS or any third-party service provider, shall not identify theparties who provided or entered into such CryptocurrencyTransactions.Other than for your own internal use in accordance with this UserAgreement, you will not communicate, disclose, redistribute, orotherwise furnish (or permit to be communicated, disclosed,redistributed or otherwise furnished) all or any portion of theTransaction Data, in any format, to any third party or for thepurposes of constructing or calculating the value of any index orindexed products or for the purpose of creating any derivative worksor to make any use whatsoever at any time of the Transaction Datathat could compete with the business of Zero Hash and or ZHLS orperformance of the Services provided by Zero Hash and/or ZHLS.Notwithstanding the foregoing, you understand and agree that any andall data submitted to Zero Hash and ZHLS by you and all informationrelated to Cryptocurrency Transactions entered into by you throughthe Services shall be the joint and exclusive property Zero Hash,ZHLS, Business and you (if you are not Business), and we shall havethe right to use, sell, retransmit or redistribute such information,on an anonymous and aggregated basis, and in accordance with andsubject to our Privacy Policy discussed in Section12 below.

11.6.Death of Individual Account Holder.In the case of Individuals that have opened an Account under thisUser Agreement, if we receive legal documentation confirming yourdeath or other information leading us to reasonably conclude thatyou have died, we will suspend your Account. No activity will occurin your Account until either: (i) your designated fiduciary hasopened a new account with Zero Hash and instructs Zero Hash totransfer the entirety of your Account to such new account; or (ii)we have received reasonably satisfactory proof that you have notdied. If we have reason to believe you may have died but we do nothave proof of your death in a form satisfactory to us, you authorizeus to make inquiries, whether directly or through third parties,that we consider necessary to ascertain whether you have died. Uponreceipt by us of proof satisfactory to us that you have died, thefiduciary you have designated in a valid will or similartestamentary document will be required to open a new Zero Hashaccount, either through the Platform or the Zero Hash System, asapplicable. If you have not designated a fiduciary, then we reservethe right to: (a) treat as your fiduciary any person entitled toinherit your Account, as determined by us upon receipt and review ofthe documentation we, in our sole and absolute discretion, deemnecessary or appropriate, including (but not limited to) a will, aliving trust or a small estate affidavit; or (b) require an orderdesignating a fiduciary from a court having competent jurisdictionover your estate. In the event we determine, in our sole andabsolute discretion, that there is uncertainty regarding thevalidity of the fiduciary designation, we reserve the right torequire an order resolving such issue from a court of competentjurisdiction before taking any action relating to your Account.Pursuant to the above, the opening of a new Zero Hash account by adesignated fiduciary is mandatory following the death of anIndividual Account owner, and you hereby agree that your fiduciarywill be required to open a new Zero Hash account and provide theBackground Information required under this User Agreement in orderto gain access to the assets in your Account.

11.7.Unclaimed or Abandoned Property.If Zero Hash is holding fiat funds or cryptocurrencies in yourAccount, and Zero Hash is unable to contact you and has no record ofyour use of the Services for two (2) or more years, applicable lawmay require Zero Hash to report such assets as unclaimed propertywithin the applicable jurisdiction. If this occurs, Zero Hash willtry to locate you at the address shown in our records, but if ZeroHash is unable to locate you, it may be required to deliver any suchassets to the applicable state or jurisdiction as unclaimedproperty.

11.8.Severability.If any provision of this User Agreement shall be adjudged by anycourt of competent jurisdiction to be unenforceable or invalid, thatprovision shall be limited or eliminated to the minimum extentnecessary so that this User Agreement shall otherwise remain in fullforce and effect and enforceable.

11.9.Headings.The headings and captions used in this User Agreement are used forconvenience only and are not to be considered in construing orinterpreting this User Agreement.

12.Privacy Policy.

If you are registering an Account through the Platform, please refer
to Business’ Privacy Policy at

here

for information about how Business collects, uses and discloses
information about you when you engage with the Platform. In
addition, please refer to our Privacy Policy
here
for information about how we collect, use and disclose information
about you when you use the Services.

13.Remedies for Breach; Remedies in General.

In the event that you or your affiliates, and your or their
officers, managers, partners, directors, employees, independent
agents or contractors (collectively, your “Agents”) breach
any of your representations, warranties, agreements or covenants
set forth in this User Agreement or otherwise fail to comply with
the requirements of this User Agreement, any policies of Zero Hash
and/or ZHLS, including without limitation, by giving Zero Hash
and/ or ZHLS inaccurate or incomplete information for any reason,
we will have the right to suspend and/or terminate this User
Agreement and disable your Account (as outlined in Section
7.2). You hereby
acknowledge that you shall be liable for all damages suffered by
Zero Hash, ZHLS and their affiliates resulting from any such
breach by you or your Agents. Further, in the event of such
breach, Zero Hash, ZHLS and their affiliates will have the rights
of a secured creditor under all applicable laws with respect to
your Account and can recover all damages incurred by Zero Hash,
ZHLS and their affiliates by selling any or all of the
cryptocurrencies held in your Account and stored in Hosted
Wallet(s). You hereby acknowledge that we have sole discretion
over what actions, if any, we take in the event of such breach and
that we may take such action without prior notice to you. If a
breach by you or your Agents involves participation by other
parties with Accounts at Zero Hash or ZHLS, you and such parties
will be jointly and severally liable for all resulting damages to
Zero Hash, ZHLS and their affiliates. You hereby acknowledge and
agree that the enumeration in this User Agreement of specific
remedies shall not be exclusive of any other remedies that may be
available at law or in equity. Any delay or failure by any party
to exercise any right, power, remedy or privilege herein
contained, or now or hereafter existing under any applicable
statute or law (collectively, “Legal Rights”) shall not be
construed to be a waiver of such Legal Rights, nor to limit the
exercise of such Legal Rights, nor shall it preclude the further
exercise thereof or the exercise of any other right, power, remedy
or privilege.

14.Indemnification.

14.1.Indemnification by You.In addition to any other obligations you may have under otherprovisions of this User Agreement, you hereby agree to indemnify,defend and hold harmless Zero Hash, ZHLS, Business (if you haveregistered an Account through the Platform), their affiliates andall of their officers, directors, managers, partners, employees,independent contractors, or agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits andactions and all liabilities, losses, expenses, costs (includingreasonable legal and accounting fees and expenses), damages,penalties, fines, taxes or amounts due of any kind arising out of,in connection with or relating to: (i) the failure of you or yourAgents, contractors and/or employees for any reason, fraudulent orotherwise, to perform or comply with any obligation, agreement orcovenant under this User Agreement, the Services, your use of theServices, the Platform (if applicable), or any other servicesprovided in connection with your Account, the Platform or your useof the Platform (if applicable); (ii) a breach by you or yourAgents, contractors and/or employees of any representation orwarranty made by you under this User Agreement or your provisionof any inaccurate or incomplete information to any of theIndemnified Parties for any reason; (iii) any negligent,dishonest, fraudulent, or criminal act or omission by your or anyof your Agents, contractors and/or employees in connection withthis User Agreement, the Services, any other services provided inconnection with your Account or the Platform (if applicable); (iv)any failure by you or your Agents to comply with any laws, rulesor regulations applicable to you or them, and (v) your, yourAgents’, contractors’ or employees’ failure to safeguard any LoginCredentials used to access the Zero Hash service, whether throughthe Platform or otherwise. Notwithstanding the foregoing, anyIndemnified Person shall not be entitled under this paragraph toreceive indemnification for that portion, if any, of anyliabilities and costs which are solely caused by its ownindividual gross negligence, willful misconduct or fraud, asdetermined by arbitration in accordance with Section16 below.

14.2.Indemnification Procedures.Upon receipt by any Indemnified Person(s) under this Section 14 ofnotice of the commencement of any action, and if a claim is to bemade against you under this Section 14, the Indemnified Person(s)will promptly notify you; provided, however, that no delay on thepart of the Indemnified Person(s) in notifying you shall relieveyou from any obligation hereunder unless (and then solely to theextent) you thereby are prejudiced. Further, the omission topromptly notify you will not relieve you from any liability thatyou may have to any Indemnified Person(s) otherwise than underthis Section 14. In any such action brought against anyIndemnified Person(s), you will be entitled to participate in and,to the extent that you may wish, to assume the defense thereof,subject to the provisions herein stated and only with counselreasonably satisfactory to and the prior written approval by suchIndemnified Person(s). After approval by such IndemnifiedPerson(s) of your election to assume the defense thereof, you willnot be liable to such Indemnified Person(s) under this Section 14for any legal or other expense subsequently incurred by suchIndemnified Person(s) in connection with the defense thereof otherthan reasonable costs of investigation or in the case of an actualor potential conflict of interest between you and any IndemnifiedPerson(s), identified in writing by counsel to the IndemnifiedPerson(s). You shall keep the Indemnified Person(s) informed ofthe status of the defense of such claims, and you will not agreeto any settlement without consent of the Indemnified Person(s),which consent will not be unreasonably withheld. The IndemnifiedPerson(s) shall have the right to employ separate counsel in anysuch action and to participate in the defense thereof, but thefees and expenses of such counsel shall not, other than in thecase of an actual or potential conflict of interest between youand Indemnified Person(s), be at your expense if you have assumedthe defense of the action with counsel satisfactory to theIndemnified Person(s). In the event that the Indemnified Person(s)reasonably believes that you are not adequately defending a claim,the Indemnified Person(s) will have the right to assume thedefense of such claims at your sole expense. You will not settleany action unless such settlement completely and finally releasesthe Indemnified Person(s) from any and all liability and otherwiseis acceptable to the Indemnified Person(s). Except with your priorwritten consent, the Indemnified Person(s), you may not confessany claim or make any compromise in any case in which you may berequired to provide indemnification.

15.Limitation of Liability.

YOUR ACCOUNT(S) AT ZERO HASH, THE SERVICES PROVIDED BY ZERO HASH
AND ZHLS, YOUR USE OF THE ACCOUNT(S), AND ANY OTHER SERVICES
PROVIDED TO YOU IN CONNECTION THEREWITH ARE PROVIDED BY ZERO HASH,
ZHLS AND THEIR AFFILIATES AND ANY OTHER SERVICE PROVIDERS ON AN
“AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ZERO HASH, ZHLS
AND THEIR AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY OF THE
SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY ZERO
HASH, ZHLS OR THEIR AFFILIATES WILL FULFILL ANY PARTICULAR
PURPOSES OR NEEDS. THERE IS NO WARRANTY THAT THE SERVICES PROVIDED
HEREUNDER WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE,
COMPLETE OR ACCURATE. None of Zero Hash, ZHLS, their affiliates
nor any of their officers, directors, managers, partners,
employees or independent agents or contractors will be liable to
you or any of your affiliates for any losses, expenses (including
legal fees and costs), liabilities, damages, costs, demands,
obligations, penalties, charges, causes of action, claims, fines,
taxes or amounts due of any kind (both known and unknown, absolute
or contingent, liquidated or unliquidated, direct or indirect,
payable now or payable in the future, accrued or not accrued)
(collectively, “Losses”) arising out of, related to or
resulting from your Account, the Services or your use of the
Services, including without limitation any trading or other
activities conducted in the Account, including without limitation,
you sending Orders for the purchase and sale of cryptocurrencies
to ZHLS, sending instructions to Zero Has to settled any Order and
directing the transfer of assets to Zero Hash, and the storage of
your cryptocurrencies, except to the extent and only to the extent
that your Losses are actual and have been finally determined by a
court of competent jurisdiction or arbitration panel to have
resulted solely from the gross negligence, intentional misconduct
or fraud of Zero Hash or ZHLS, their affiliates or any of their
officers, directors, managers, partners, employees or independent
agents or contractors. You will not be held liable for such actual
Losses that have been finally determined to have resulted solely
from the gross negligence, intentional misconduct or fraud of Zero
Hash or ZHLS, their affiliates or any of their officers,
directors, managers, partners, employees or independent agents or
contractors. Further, none of Zero Hash, ZHLS, their affiliates or
any of their officers, directors, managers, partners, employees or
agents will have responsibility for Losses or have any other
liability to you: (i) arising out of or resulting from any actions
or inactions or performance of services by any third-party or
actions of other participants in the markets with respect to your
Account or the activities conducted through your Account; or (ii)
arising out of or resulting from system failures, outages,
unauthorized access to the Account, conversion of property, errors
of any kind, government actions, Force Majeure Events, trading
suspensions, or any other causes over which Zero Hash and/or ZHLS
does not have direct control. Further, none of Zero Hash, ZHLS,
their affiliates or any of their officers, directors, managers,
partners, employees or agents shall be liable for any Losses that
are not direct damages, including without limitation, indirect,
special, incidental, punitive, consequential or exemplary damages,
which includes trading losses, lost profits and other lost
business opportunities relating to the Account, the Services and
your use of the Services, including without limitation for sending
Orders for Cryptocurrency Transactions through the Platform or
through the Zero Hash System for the purchase or sale of
cryptocurrency from/to ZHLS, directing settlement of
Cryptocurrency Trades and the transfer of funds to Zero Hash and
the storage of your cryptocurrencies.

16.Dispute Resolution.

16.1.Mandatory Arbitration.In the event of a dispute between the parties, such dispute shallbe settled by arbitration as outlined in this Section 16.

16.2.No Class Action.YOU AGREE THAT ANY CLAIMS WILL BE ADJUDICATED SOLELY ON ANINDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN ACLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINTACTION WITH RESPECT TO ANY CLAIMS THAT MAY ARISE UNDER THIS USERAGREEMENT OR THE PROVISION OF SERVICES.

16.3.Arbitration Disclosure.ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES AREWAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHTTO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITEDTHAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATOR ORARBITRATION PANEL SHALL ISSUE A REASONED AWARD.

16.4.Arbitration Agreement.Unless otherwise specified, any dispute, claim or controversybetween the parties relating to this User Agreement shall beresolved through binding arbitration conducted in accordance withthe Arbitration Rules of the American Arbitration Association(“AAA”). Any such arbitration shall be conducted inChicago, Illinois, U.S.A. or at such other location as may beagreed to by the parties and the arbitrators. Notwithstanding theforegoing, each party acknowledges that a breach of this UserAgreement may cause the other party irreparable injury and damageand therefore may be enjoined through injunctive or otherequitable proceedings in addition to any other rights and remedieswhich may be available to such other party at law or in equity,and each party hereby consents to the jurisdiction of any federalor state courts located in Chicago, Illinois, U.S.A. with respectto any such action. The parties expressly waive any objectionbased on personal jurisdiction, venue or forum non conveniens.EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURYIN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHERBASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATINGTO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION,ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.This User Agreement evidences a transaction in interstatecommerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1et. seq., governs the interpretation and enforcement ofthis provision. The arbitrator will decide the substance of allclaims in accordance with all applicable law, including recognizedprinciples of equity and statutes of limitations, and will honorall claims of privilege recognized by law. Under this arbitrationprovision, arbitrators will not be bound by rulings in priorarbitrations involving different customers but are bound byrulings in prior arbitrations involving the same customer to theextent required by applicable law. This arbitration provision willsurvive the termination of this User Agreement.Unless the parties agree otherwise, each party must bring all
related or similar claims in a single arbitration proceeding. If a
party later initiates a subsequent arbitration asserting claims
that are related or similar to ones that were raised by such party
in a prior arbitration, the AAA or the arbitrator will either: (i)
consolidate the subsequent arbitration with the earlier proceeding
if it is ongoing; or (ii) dismiss the subsequent arbitration if it
raises claims that would be barred by applicable law if brought in
court.

Notice of Dispute and Arbitration Procedures. A party who
intends to pursue a claim must first send to the other a letter
describing the claim and containing the information described
below (a “Notice of Dispute”). Any Notice of Dispute sent
to Zero Hash and/or ZHLS should be addressed to:

Attn: Chief Legal Officer

Zero Hash LLC and Zero Hash Liquidity Services LLC

327 N. Aberdeen St.

Chicago, Illinois, U.S.A. 60607

support@zerohash.com

Any Notice of Dispute sent to you by Zero Hash and/or ZHLS will be
sent to the email address and/or address in our records that is
associated with your Account at the time the Notice of Dispute is
sent. The Notice of Dispute must: (a) describe the nature and
basis of the claim; (b) set forth the specific relief sought; (c)
set forth the name and address of the claimant; and (d) include
the Account numbers to which the claim relates. If the parties do
not reach an agreement to resolve the claim described in the
Notice of Dispute within forty-five (45) days after the Notice of
Dispute is received, the parties may commence an arbitration
proceeding with the AAA. If the parties attempt to commence
arbitration proceedings before providing the requisite Notice of
Dispute, the AAA shall not commence administration of arbitration
proceedings for at least forty-five (45) days after the AAA
receives the request to initiate arbitration. No party will
disclose to the arbitrator the existence, amount, or terms of any
settlement offers made by any party until after the arbitrator
issues a final award resolving the claim.

A form for initiating arbitration proceedings is available on the
AAA’s web site at
http://www.adr.org.

The arbitration will be governed by the AAA’s Commercial Dispute
Resolution Procedures, as amended from time to time (the “AAA Rules”) or as modified by this User Agreement, and will be
administered by the AAA. The AAA Rules are available online at
http://www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the
notice address provided above.

The arbitrator is bound by the terms of this User Agreement. All
issues are for the arbitrator to decide, except that issues
relating to the arbitrability of claims or the scope, and
enforceability of this arbitration provision, including the
interpretation of the prohibition of class and representative
actions and non-individualized relief, are for the court to
decide. If the value of the relief sought (by any party) is
$10,000 or less, you may choose whether the arbitration will be
conducted solely on the basis of documents submitted to the
arbitrator, through a telephonic hearing, or by an in-person
hearing as established by the AAA Rules. If the value of the
relief sought (to any party) exceeds $10,000, the right to a
hearing will be determined by the AAA Rules. Any in-person
arbitration hearing will take place in Chicago, Illinois, U.S.A.
Regardless of the manner in which the arbitration is conducted,
the arbitrator, upon the request of either party made prior to the
closing of the hearing (or, if there is no oral hearing, prior to
or along with submission of final documents to the AAA), will
issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the award, if any, is
based. Unless otherwise agreed by the parties, any award will be
rendered by the arbitrator not later than fourteen (14) days from
the date of the closing of the hearing or, if there is no oral
hearing, from the date of the AAA’s transmittal of the final
statements and proofs to the arbitrator in accordance with the AAA
Rules.

17.Governing Law and Venue.

You hereby agree that this User Agreement and your access to and use
of the Services will be governed by and construed and enforced in
accordance with the laws of the state of Illinois, U.S.A. without
regard to conflict of law rules or principles (whether of the state
of Illinois or any other jurisdiction) that would cause the
application of the laws of any other jurisdiction. Any dispute
between the parties arising out or relating to this User Agreement
that is not subject to arbitration or cannot be heard in small
claims court will be resolved in the state or federal courts sitting
in Chicago, Illinois, U.S.A.

18.Legal.

18.1.Regulation.Zero Hash and ZHLS are registered with the U.S. Department ofTreasury’s Financial Crimes Enforcement Network as a money servicesbusiness (“MSB”). As registered MSBs, Zero Hash and ZHLS aresubject to the Bank Secrecy Act and its implementing regulationswhich set out the requirements imposed upon financial institutionsto implement policies and procedures reasonably designed to detectand prevent money laundering and terrorist financing. You understandand acknowledge that your access to and use of the Services issubject to compliance with our AML Program. You understand andacknowledge that Zero Hash is not a registered broker-dealer and isnot a member of the Financial Industry Regulatory Authority or SIPC.You further understand and acknowledge that your cryptocurrencyholdings are not protected by the FDIC or SIPC. Additional insurancemay be provided at Zero Hash’s sole discretion, and Zero Hash makesno guarantee that you will have a right to, or claim against, anysupplemental policy should Zero Hash choose to insure any assetsheld on behalf of you, or any customer, at Zero Hash.

18.2.Compliance with Applicable Laws.Cryptocurrency Transactions are subject to applicable laws,regulations, and rules of federal and state governmental andregulatory authorities (collectively, “Applicable Laws”). Youunderstand that compliance with Applicable Laws may includecompliance with any guidance or direction of any regulatoryauthority or government agency, any writ of attachment, lien, levy,subpoena, warrant, or other legal order (collectively, “Legal Orders”). You understand and acknowledge that in no event will Zero Hashand ZHLS be obligated to affect any Cryptocurrency Transaction thatwe believe would violate any Applicable Law. You further understandand acknowledge that Zero Hash and ZHLS both independently andcollectively are not responsible for any losses, whether direct orindirect, that you may incur as a result of our good faith effortsto comply with any Applicable Law, including any Legal Order.

18.3.State Licenses and Disclosures.Zero Hash is required to maintain licenses to engage in moneytransmission activities in certain states, and these licenserequirements may impact our provision and your use of certainServices depending on where you live or are formed in. It is yoursole responsibility to ensure that you are accessing the Servicesavailable to you by reviewing the Permitted US Jurisdictions aslisted by Zero Hash, and updated from time to time, prior to placingany Order on the Platform or through the Zero Hash System. A list ofZero Hash licenses and corresponding required disclosures andmethods for filing complaints with the applicable state regulatorcan be found
here
or by searching for disclosureshere, which are incorporated herein by reference. If you have anyquestions about the disclosures, contact us atsupport@zerohash.combefore using the Services enumerated in this User Agreement.

18.4.Electronic Record.The electronic stored copy of this User Agreement is considered tobe the true, complete, valid, authentic, and enforceable record ofthis User Agreement. admissible in judicial or administrativeproceedings to the same extent as if the documents and records wereoriginally generated and maintained in printed form. You agree tonot contest the admissibility or enforceability of theelectronically stored copy of the User Agreement.

18.5.Electronic Acceptance.You expressly confirm that you have read, agree to, and consent tobe bound by all of the terms of this User Agreement, including alldisclosures in this agreement, including those in Section 18.3. Byelectronically signing this User Agreement, which may be completedby all methods of “clickwrap” or “click through” including byaccepting, clicking a button, or checking a box, you acknowledge andagree that such electronic signature is valid evidence of yourconsent to be legally bound by this User Agreement and suchsubsequent terms as may govern the Services. You are also confirmingthat you have reviewed the Zero Hash Privacy Policy and RegulatoryDisclosures. If you do not agree to all of the terms of this UserAgreement, do not electronically sign this User Agreement and ceasefrom accessing, using, or installing any part of the Services.

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