CoinMe User Agreement

Zero Hash and Zero Hash Liquidity Services User Agreement

Last Updated: January 12, 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
COINME TERMS OF SERVICE (“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 ServicesThe 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 in exchange for fiat
currencies (“Cryptocurrency Transactions”) through the Coinme
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);

(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 (with Sections 1.1(i) – (ix) collectively being
the “Zero Hash Services”).

1.1.1.
Zero Hash System AccessAs used herein, “Zero Hash System” refers to the interface
through which certain participants can fund their Account, track
movements of cryptocurrencies and fiat currencies into and out of
their Account, and request withdrawals. You may only access the Zero
Hash System if Zero Hash has expressly agreed in writing to provide
you such access. In this case, Zero Hash will provide you with Login
Credentials (as defined below) to allow you to directly access the
Zero Hash System. If such access is not applicable to you (that is,
if you have not engaged in discussions directly with Zero Hash
regarding such Zero Hash System access), you will access and use
Services only through the Platform.

1.1.2.
P2P TransactionsWhere applicable, Zero Hash may accept P2P Transactions entered by
you through the Platform, provided that such P2P Transactions are
supported by the Platform. By placing a P2P Transaction through the
Platform, you are instructing Zero Hash to transfer a specific
amount of cryptocurrency held in your Account to another Zero Hash
account holder. You may only transfer cryptocurrency from your
available Account balance as displayed to you through the Platform.
P2P Transactions take place off chain and are not broadcast to an
associated blockchain or network and, therefore, will not be
reflected on any public ledger. P2P Transactions are only allowed
between eligible Zero Hash accounts. Any attempt to send
cryptocurrency to an ineligible account will be voided. We reserve
the right to charge fees for any P2P Transaction, provided that such
fees are disclosed to you in advance of any P2P Transaction. We may,
in our sole discretion, place transaction limits on P2P Transactions
or reject, for any reason, any P2P Transaction placed by you through
the Platform. You are responsible for entering accurate instructions
through the Platform for any P2P Transaction. P2P Transaction orders
may be placed only in those cryptocurrencies and denominations as
permitted on the Platform. Any representation of a P2P Transaction
in a supported fiat currency will be based on the then available
exchange rate, but any such representation in such fiat currency is
not a guarantee or promise as to the amount of cryptocurrency that
will be transferred. The value of cryptocurrencies can fluctuate
rapidly, and we do not guarantee the relevant quoted fiat currency
value of any P2P transaction. Cryptocurrencies received by you as a
result of any P2P Transaction may lose value, and we will not be
responsible for guaranteeing the value of any cryptocurrency
received in or held in your Account.

1.1.3.
Settlement ServicesIn support of trading that may occur on an exchange, matching
mechanism or matching platform, a request-for-quote system, a
brokerage network, or any combination of the foregoing (through
which participants may enter into transactions for
cryptocurrencies), Zero Hash may function as a calculation agent,
acting in good faith and in a commercially reasonable manner to make
determinations relating to any adjustments, obligations,
disruptions, valuations, and settlements that occur throughout the
duration of a transaction for cryptocurrencies. By placing an order
through the Platform or through the Zero Hash System, you are buying
or selling cryptocurrency from and to other Zero Hash users, which
may include ZHLS, the Platform, or liquidity providers. Zero Hash
shall calculate the transaction obligations due under open
Cryptocurrency Transactions using any of the following information:(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 TransactionsAny cryptocurrency-denominated rewards or awards as a result of your
credit card, debit card, or other spending activities or as a result
of any promotional offerings provided by Business to you are
strictly governed by the Business’ terms and conditions governing
such rewards, awards, or promotional offering (“Reward/Awards Transaction”). You acknowledge that any reward and/or awards transactions that
are delivered to your Account is the result of an instruction from
you delivered through the Platform to Zero Hash. Any reversals
related to previously disbursed rewards and/or awards shall be
governed by the relevant Business terms and conditions to which you
agreed in order to participate in such reward and/or award program
offered by Business.

1.1.5.
Tax Reporting ServicesYou understand and agree that, unless required by applicable law,
Zero Hash is not required to prepare or send to you any tax forms or
reports related to your activity on or through Zero Hash. You are
solely responsible for reporting any taxable gains to the
appropriate authority.The Platform may, but is not required to, give you the option to
receive certain tax forms from Zero Hash for reportable transactions
that 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/Awards
Transactions, staking rewards, or any other transactions considered
reportable for U.S. tax purposes. The type of tax form you receive
will depend on the jurisdiction in which you are located as well as
the types of transactions that occur in your Account. You understand
that the accuracy of any tax form provided to you by Zero Hash
depends on the accuracy of applicable Background Information (as
defined below) provided by Business to Zero Hash for us to provide
you 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 ServicesThe Platform or Zero Hash System, as applicable, may give you the
option to “stake” certain cryptocurrencies held in your
Account to a third-party proof-of-stake network. If given the
option, you will be able to instruct Zero Hash, through the Platform
or the Zero Hash System, as applicable, to “stake” and “unstake”
certain eligible cryptocurrencies on your behalf via Staking
Services provided by either Zero Hash directly or a third-party
validator node provider. You understand and acknowledge that Zero
Hash will not exercise any discretion over your cryptocurrencies
with respect to the staking of unstaked cryptocurrencies or the
unstaking of staked cryptocurrencies.If you instruct Zero Hash through the Platform or through the Zero
Hash System, as applicable, to stake eligible cryptocurrencies in
your Account, Zero Hash will facilitate the staking of those assets
on your behalf by acting as, or contracting with a third-party to
act on Zero Hash’s behalf as, a transaction validator on the
applicable proof-of-stake network. If such transaction validator
validates a block of transactions on the applicable network, you may
earn 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 ServicesBy placing a request to engage in a Cryptocurrency Transaction (an
“Order”) either through the Platform or through the Zero Hash
System, you may be engaging in a Cryptocurrency Transaction with
ZHLS, an affiliate of Zero Hash. In such case, you agree that ZHLS
may:(i) offer price quotes as further outlined in Section 9.1 for
Cryptocurrency Transactions and Order information either through the
Platform 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.
IndividualsTo register an Account or use the Services, you must be an
individual at least eighteen (18) years of age and have the legal
capacity to enter into this User Agreement (“Individual”).
You further represent that you have not previously been suspended or
removed from use of the Services. In addition, where applicable, you
must have an account in good standing with Business (“Business Account”) if you are registering for an Account through the Platform.

3.1.2.
EntitiesTo register an Account or use the Services, you must be an entity
duly formed and legally authorized to operate in the jurisdiction of
your formation (“Entity”). If you are registering to use the
Zero Hash Services on behalf of a legal entity, you represent and
warrant that (i) such legal entity is duly organized and validly
existing under the applicable laws of the jurisdiction of its
organization; and (ii) you are duly authorized by such legal entity
to act on its behalf. You further represent and warrant that: (a)
you are at least 18 years if age, (b) have not previously been
suspended or removed from using the Zero Hash Services, and (c) have
all powers and authority necessary to enter this agreement and in
doing so will not violate any other agreement to which you are a
party. Zero Hash is not responsible or liable for relying on the
representations of your agents, employees, contractors, attorneys,
financial advisors, or any other person Zero Hash reasonably
believes represents you in the acceptance of this User Agreement or
in the acceptance of any other instruction through the Platform or
through the Zero Hash System.

3.2.
Permitted US JurisdictionsYou may only register an Account or use the Services if you, if
registering as an Individual, reside in or, if registering as an
Entity, are organized and operate in, any state, district, or
territory 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 [email protected] before using the Services enumerated in this User Agreement.

3.3.
Restricted Foreign JurisdictionsYou may not register an Account or access or use the Services if you
are located or organized in, under the control of, or a citizen or
resident of any state, country, territory, or other jurisdiction to
which the United States has embargoed goods or services, or where
your use of the Services would be illegal or otherwise violate any
applicable law of such jurisdiction or of the United States,
including any sanctioned country as listed by the U.S. Treasury
Department’s Office of Foreign Assets Control (“Restricted Jurisdiction”). We may implement controls to restrict access to the Services
from any Restricted Jurisdiction, including withholding the ability
to withdraw assets as reasonably required by law or regulation. You
hereby represent and warrant that you are not under the control of,
or a citizen or resident of, any Restricted Jurisdiction and that
you will not access or use any Services while located in any
Restricted Jurisdiction, even if our methods to prevent access to
and use of the Services from these jurisdictions are not effective
or can be bypassed.

3.4.
Restricted Persons and ActivityYou hereby represent and warrant that you have not been identified
as, and/or are not owned or controlled by, a Specially Designated
National, nor have you or any beneficial owner or controlling
person, if applicable, of you been placed on any sanctions list by
the U.S. Treasury Department’s Office of Foreign Assets Control, the
U.S. Commerce Department, or the U.S. Department of State (a “Prohibited Person”). You further hereby represent and warrant that you will not use
our Services if you or any beneficial owner or controlling person of
you are at any time hereafter designated a Prohibited Person or to
conduct any illegal or illicit activity.

4.
Account Registration

4.1.
Information Required to Open Account

4.1.1.
Personal InformationDuring the Account registration process for individuals, you must
provide the Platform, Zero Hash, and ZHLS if applicable, with
information and documentation that we request for the purpose of
establishing and verifying your identity (“Personal Information”). In addition, as a condition to accessing and using the
Services, you must authorize Business, if applicable, to share your
Personal Information with Zero Hash and ZHLS pursuant to the
mandatory Cryptocurrency Platform Agreement, incorporated herein by
reference. Personal Information may include, but is not limited to,
your name, email address, residential address, phone number, date of
birth, investment experience, financial condition and taxpayer
identification number. Personal Information may also include
documentation, such as copies of your government-issued photo
identification (for example, your passport, driver’s license, or
military identification card), account statements, and other
documents as Zero Hash may require. Personal Information will be
retained by us at our discretion and may be made available to any
governmental authority or self-regulatory organization upon
reasonable request in accordance with applicable laws. You agree to
provide accurate, current, and complete Personal Information.

4.1.2.
Entity InformationDuring the Account registration process for entities, you must
provide the Platform and/or Zero Hash with information and
documentation that we request for the purpose of establishing and
verifying your entity information (“Entity Information”). In
addition, as a condition to accessing and using the Services, you
must authorize Business (if applicable) to share your Entity
Information 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 taxpayer
identification number of each of your beneficial owners or
controlling persons, in addition to your Employer Identification
Number and incorporation documents, letters of good standing, or
other corporate information and documentation as applicable and
requested by us. Entity Information will be retained by us at our
discretion and may be made available to any governmental authority
or self-regulatory organization upon reasonable request in
accordance with applicable laws. You agree to provide accurate,
current, and complete Entity Information.Herein, Personal Information and Entity Information shall
collectively be referred to as “Background Information”.

4.2.
VerificationYou hereby authorize Zero Hash, or a third-party service provider
that we designate, to take any measures that we consider necessary
to confirm and continue to maintain confirmation on an ongoing basis
the Background Information you provide, verify and authenticate your
Background Information, and take any action Zero Hash deems
necessary based on the results. You acknowledge that this process
may result in a delay in registering your Account, and that you will
not be authorized to access or use the Services until your Account
registration has been successfully completed.

5.
Account Authorizations

5.1.
Authorization to Zero HashYou understand and acknowledge that your Account is self-directed,
and you hereby appoint Zero Hash as your agent for the purpose of
carrying out your instructions you place on the Platform or through
the Zero Hash System in accordance with this User Agreement. You
agree that Zero Hash may rely on your instructions placed on the
Platform or through the Zero Hash System, and Zero Hash and ZHLS
shall not be liable for relying on and executing on such
instructions. You hereby authorize Zero Hash to open and close your
Account, restrict access to the Zero Hash System, settle and cancel
orders to purchase and sell cryptocurrency (“Orders”),
collect and offset any fees or other amounts due to Zero Hash, and
take such other steps as are reasonable to carry out your
instructions.

5.2.
Authorization to Fund Cryptocurrency TransactionsYou understand and acknowledge that when you submit an Order to
purchase cryptocurrency through the Platform, you are authorizing
and instructing Zero Hash to instruct the institution with which you
custody your fiat funds pursuant to your Cryptocurrency Platform
Agreement (or in the case of Business, its banking partner) (“Custody Firm”) to transfer the funds required to fill the Order from your
Business Account to Zero Hash. You understand and acknowledge that
your Account is provided by Zero Hash and is separate from your
Business Account. You further understand and acknowledge that
neither Zero Hash nor ZHLS are under the control of Business or
Custody Firm. You further understand and acknowledge that your Zero
Hash Account is outside of Business’s possession and control, and
that Business does not have the ability to monitor or recall the
funds after such funds have been wired or transferred to Zero Hash.
You further understand and acknowledge that, upon transfer from your
Business Account or any other account where you hold fiat funds, the
fiat funds will not be provided protection under the Securities
Investor Protection Corporation (“SIPC”), nor will they be
provided protection under the Federal Deposit Insurance Corporation
(“FDIC”). Your cryptocurrency also is not protected under the
SIPC or the FDIC. You understand and acknowledge that
cryptocurrencies in your Zero Hash Account are not held at Business
or Custody Firm and that Business and Custody Firm only take
instructions regarding transferring funds as described in the
mandatory Cryptocurrency Platform Agreement (if applicable).

5.3.
Authorization to Share Information with BusinessIf you are registering an Account through the Platform, you hereby
authorize us to provide Business and/or an applicable third-party
(as discussed below) any of your Background Information, and to
continue sharing such information, and any revisions or additions
thereto, with Business and/or the applicable third-party on an
ongoing basis until your account(s) with Business is/are closed
pursuant to the terms and conditions governing such account(s).
However, we may retain all Account information, including Account
activity and Background Information, as required by this User
Agreement and law and may share such information with a: (i)
governmental authority or other third-party in accordance with any
subpoena, regulatory request, court order, applicable law, or other
legal requirement; and (ii) third-party in order to verify the
Background Information in accordance with Section 4 above. For
further information on how we use or share your Background
Information and other information you provide us during your use of
the Services, see the Zero Hash Privacy Policy discussed in Section
12 below.

6.
Account Management

6.1.
Account AccessYou will access your Account either: (i) through the Platform by
using your username and password connected to your Business Account;
or (ii) through the Zero Hash System using your Zero Hash provided
username and password connected to your Account (collectively, your
“Login Credentials”). You may only access your Account using
your Login Credentials, or as may be authorized or required by both
Zero Hash and Business (as applicable). From time to time, Zero Hash
or Business (as applicable) may require you to change your Login
Credentials and re-verify your Background Information at their
discretion and as a condition to your continued access to and use of
your Account and the Services. You hereby represent and warrant that
you will not share your Login Credentials with any third-party or
permit any third-party to gain access to your Account; and you
hereby assume responsibility for any instructions, Orders, or
actions provided or taken by anyone who has accessed your Account
regardless of whether the access was authorized or unauthorized.

6.2.
Account MaintenanceYou are required to keep the information associated with your
Account (“Account Profile”) updated at all times, and you
agree to update your Account Profile immediately upon any changes to
Background Information that you previously provided. YOU UNDERSTAND
THAT A CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION MAY IMPACT
YOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND HEREBY AGREE TO
NOTIFY US IN ADVANCE OF ANY CHANGE IN
YOUR STATE OF RESIDENCE OR FORMATION. PLEASE REFER TO OUR LIST OF
PERMITTED US JURISDICTIONS IN SECTION
3.2 ABOVE.As part of our legal compliance program (“AML Program”), we
will monitor your Account and your use of the Services, and review
your Background Information and any transaction related activity on
an ongoing basis, as may be required by law and/or pursuant to our
internal policies and procedures. At any time, we may require you to
provide us with additional Background Information, or any other
information reasonably requested, as a condition to your continued
access to and use of your Account and the Services. During such
time, your access to and use of your Account and the Services may be
temporarily restricted.

6.3.
Account SecurityYou are solely responsible for managing and maintaining the security
of your Login Credentials and any other forms of authentication, and
you understand and acknowledge that we are not responsible (and you
will not hold us responsible) for any unauthorized access to and or
use of your Login Credentials and/or Account (“Unauthorized Access”). You understand and agree that you are solely responsible for
maintaining the security of your Login Credentials by periodically
updating your Login Credentials and by keeping your Login
Credentials and other forms of authentication confidential and
separate from each other. You agree to notify us as soon as you
become aware of or suspect any Unauthorized Access by emailing
[email protected].

6.4.
Unauthorized Account ActivityYou are solely responsible for monitoring your Account for
unauthorized or suspicious instructions, Orders, actions, or
transactions (“Unauthorized Activity”), and agree that we are
not responsible (and you will not hold us responsible) for any
Unauthorized Activity. You acknowledge and agree that you are solely
responsible for any Order placed 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 your
Account Profile; (ii) reviewing, immediately upon receipt, any
transaction receipts, confirmations and notices that we may provide
through the Platform, post to your Account or send to your email
address associated with your Account; (iii) verifying that you
received a confirmation from us and, if applicable, the Platform,
that an Order or instruction you provide is received, executed or
cancelled, as applicable; and (iv) in the event of not having
received any such confirmation, notifying us and, if applicable, the
Platform, within twenty-four (24) hours of such Order or
instruction.

6.5.
Potentially Fraudulent ActivityAny actual or suspected Unauthorized Access and/or Unauthorized
Activity will be treated by Zero Hash as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us within twenty-four (24) hours if you
become aware of or suspect any Potentially Fraudulent Activity by
emailing
[email protected]. For the avoidance of doubt, you are deemed to be aware of
Potentially Fraudulent Activity upon receipt of any notice of the
occurrence of such activity. Upon receipt of written notice via
email to
[email protected]
from you of any Potentially Fraudulent Activity, Zero Hash and
Business (if applicable) will take reasonable and timely steps to
protect your Account, including, for example, by temporarily
restricting 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 to
legal authorities and provide us a copy of any report prepared by
such legal authorities via
[email protected]. In the event of an investigation of any Potentially Fraudulent
Activity, you further agree to: (i) cooperate fully with the legal
authorities and Zero Hash in such investigation; (ii) complete any
required affidavits promptly, accurately and thoroughly; and (iii)
allow Zero Hash, or any third-party designated by us, access to your
mobile device, computer, and network as may be relevant to such
investigation. You understand and acknowledge that any failure to
cooperate in any such investigation may cause delays in regaining
access to your Account and any funds, including cryptocurrency held
in your Hosted Wallet(s).

7.
Disabling Account

7.1.
Disabling Your AccountYou may disable your Account at any time and for any reason unless
Zero Hash believes, at our sole discretion, that such action is
being performed in an effort to evade an investigation. Disabling an
Account will not affect any rights or obligations incurred prior to
the date of closure in accordance with this User Agreement. Prior to
disabling your Account, you must liquidate any cryptocurrency
balance(s) maintained in your Hosted Wallet(s) via the Platform or
via the Zero Hash System, if applicable, the proceeds of which shall
be transferred to your Business Account or as directed by you if you
do not have an applicable Business Account. You understand that
requesting that Zero Hash disable your Account shall not be
interpreted as instructions to liquidate your Account. Instructions
to liquidate must be placed through the Platform or through the Zero
Hash System, and such instructions are solely your responsibility.You understand and acknowledge that you are solely responsible for
any fees, costs, expenses, charges or obligations (collectively,
“Costs”) associated with the closing of your Account. In the
event any incurred Costs exceed the value of your Account, you
understand and acknowledge that you are responsible for reimbursing
Zero Hash the value of such Costs and that you will remain liable to
Zero Hash for all obligations incurred in your Account, pursuant to
this User Agreement, or otherwise, whether arising before or after
the closure of your Account or the termination of this User
Agreement.

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 TerminationBy using the Services, you understand and acknowledge that we have
the right to immediately suspend or terminate your Account and/or
freeze any cryptocurrency balance(s) in your Hosted Wallet(s)
without prior notice if: (i) we suspect, at our sole discretion, you
to be in violation of any provision of this User Agreement, our AML
Program, or any applicable laws or regulations; (ii) we are required
to do so by law or by any regulatory authority, court order,
facially valid subpoena, or binding order of a government authority;
(iii) we suspect any suspicious or Unauthorized Activity or any
actual or attempted Unauthorized Access to your Account or Login
Credentials; (iv) your Business Account has been suspended or
terminated or you no longer have access to the Platform (if
applicable); or (v) the Account has not been accessed in two (2)
years or more. You agree that Zero Hash may surrender any unclaimed
or abandoned fiat currency or cryptocurrencies held on your 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 be
notified at the point of login to the Platform or the Zero Hash
System when you attempt to access the Services. We may, at our sole
discretion and as permitted by law, provide written notice that your
Account 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.
DefinitionAs used herein, “cryptocurrency” (also may be referred herein
as “virtual currency,” “digital currency,” “digital asset,” and
“digital commodity”) means a digital representation of value which
is based on a cryptographic protocol that can be digitally traded
and may function as: (i) a medium of exchange; (ii) a unit of
account; and/or (iii) a store of value. Cryptocurrency is
distinguished from “fiat currency” (such as U.S. dollars), which is
the coin and paper money of a country that is designated as its
legal tender. For more information, please refer to the
FATF Report, Virtual Currencies, Key Definitions and Potential
AML/CFT Risks, FINANCIAL ACTION TASK FORCE (June 2014), available
here.

8.2.
Supported CryptocurrenciesA list of cryptocurrencies that Zero Hash currently supports is
available via the Platform or the Zero Hash System, as applicable.
Zero Hash may delist a cryptocurrency, at any time and for any
reason at our sole discretion, including but not limited to changes
in a given cryptocurrency’s characteristics or due to a change in
the cryptocurrency’s regulatory classification.

8.3.
Network ControlZero Hash does not own or control any of the underlying software
through which blockchain networks are formed and cryptocurrencies
are created and transacted. In general, the underlying software for
blockchain networks tends to be open source such that anyone can
use, copy, modify, and distribute it. By using the Services, you
understand and acknowledge that Zero Hash is not responsible for the
operation of the underlying software and networks that support
cryptocurrencies and that Zero Hash makes no guarantee of
functionality, security, or availability of such software and
networks.

8.4.
Forks and Airdropped Digital AssetsThe underlying blockchain protocols are subject to sudden changes in
operating rules, resulting in a permanent change in the consensus
algorithm resulting from the creation of a new blockchain, which can
be significantly different from the original blockchain (a
“Fork”) and implement changes in operating rules or other
features that may result in more than one version of a network
(each, a “Forked Network”) and more than one version of a
cryptocurrency (“Forked Assets”). In addition, operators of
blockchain networks, and other interested parties, may offer or
issue 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 the
available supply of any Forked Assets and Airdropped Digital Assets
are wholly outside of the control of Zero Hash, and you further
acknowledge that our ability to deliver Forked Assets resulting from
a Forked Network and our ability to deliver Airdropped Digital
Assets may depend on third-parties that are outside of our control
and/or Zero Hash may choose to not support such Forked Assets or
Airdropped Digital Assets. You understand and acknowledge that Forks
and the issuance of Airdropped Digital Assets may materially affect
the value, function, and/or even the name of the cryptocurrencies
you store in your Hosted Wallet(s). In the event of a Fork, you
understand and acknowledge that Zero Hash may temporarily suspend
the Services (with or without advance notice to you unless required
by law) while we determine, at our sole discretion, which, if any,
Forked Network(s) to support. More information on how Zero Hash
treats Forks and Airdrops may be found
here.

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.
RisksThere are several risks associated with cryptocurrencies,
cryptocurrency trading, and staking cryptocurrencies. By accessing
and using the Services, you hereby represent and warrant that you
have read and understand the following risks.

8.5.1.
Cryptocurrency Risks

8.5.1.1.
Unique Features of CryptocurrenciesCryptocurrencies are not legal tender in the United States, are not
backed by the government, have no intrinsic value, and are not
subject to FDIC or SIPC protections. The price of cryptocurrencies
is based on the agreement of the parties at the time of any given
transaction, which may or may not be based on the market value of
the cryptocurrency at the time of the transaction. The value of a
cryptocurrency may be derived from the continued willingness of
market participants to exchange fiat currency for cryptocurrency,
which may result in the potential for permanent and total loss of a
value of a particular cryptocurrency should the market for that
cryptocurrency disappear. Accordingly, the nature of cryptocurrency
means that there is no assurance that: (i) a market participant who
accepts a cryptocurrency as payment today will continue to do so in
the future; (ii) a market participant’s cryptocurrency losses will
be afforded any kind of a legal protection, such protection which
may be limited to private insurance, bonds, or trust accounts (if
available); and (iii) a bond or trust account maintained by an
exchange, intermediary, custodian, or vendor (if any) will be
sufficient to cover all losses incurred by market participants.

8.5.1.2.
Price VolatilityThe price of a cryptocurrency is based on the perceived value of the
cryptocurrency and subject to changes in sentiment, which make these
products highly volatile. Certain cryptocurrencies have experienced
daily price volatility of more than 25% and may be considerably
higher. As such, the volatility and unpredictability of the price of
cryptocurrency relative to the price of fiat currency may result in
significant loss over a short period of time. You understand that we
are not liable for price fluctuations in any cryptocurrency listed
or Cryptocurrency Transaction executed on the Platform.

8.5.1.3.
Valuation and LiquidityCryptocurrencies can be traded through privately negotiated
transactions and through numerous cryptocurrency exchanges and
intermediaries around the world, each with its own pricing mechanism
and/or order book. The lack of a centralized pricing source poses a
variety of valuation challenges. In addition, the dispersed
liquidity may pose challenges for market participants trying to exit
a position, particularly during periods of stress. Such
characteristics of the cryptocurrency markets may result in canceled
or partially filled cryptocurrency Orders.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.”

8.5.1.4.
CybersecurityThe nature of cryptocurrency may lead to an increased risk of fraud
(discussed in more detail in Section
8.5.5 below) or cyber
attacks. The cybersecurity risks of cryptocurrencies and related
“wallets” or spot exchanges include hacking vulnerabilities and a
risk that publicly distributed ledgers may not be immutable, which
include 51% attacks. A 51% attack refers to an attack on a
blockchain by a group, or coalition of groups acting in concert,
controlling more than 50% of the network’s mining hash rate or
computing power which may cause a substantial change in the
underlying protocol and/or cause significant market disruption. A
cybersecurity event could result in a substantial, immediate and
irreversible loss for market participants that trade
cryptocurrencies. Even a minor cybersecurity event in a
cryptocurrency is likely to result in downward price pressure on
that product and potentially other cryptocurrencies.

8.5.1.5.
Opaque Spot MarketCryptocurrency balances are generally maintained as an address on
the blockchain and are accessed through Private Keys (defined
below), which may be held by a market participant or a custodian.
Although cryptocurrency transactions can be publicly available on a
blockchain or distributed ledger, the public address does not
identify the controller, owner or holder of the Private Key. Unlike
bank and Business Accounts, cryptocurrency exchanges and custodians
that hold cryptocurrencies do not always identify the owner. The
opaque underlying or spot market poses asset verification challenges
for market participants, regulators and auditors and gives rise to
an increased risk of manipulation and fraud, including the potential
for Ponzi schemes, bucket shops and pump and dump schemes, which may
undermine market confidence in a cryptocurrency and negatively
impact its price. These unique risks mean that transactions in
cryptocurrencies may be irreversible, and, accordingly, losses due
to fraudulent or accidental transactions may not be recoverable.

8.5.1.6.
Cryptocurrency Exchanges, Intermediaries and CustodiansCryptocurrency exchanges, in general globally, as well as other
intermediaries, custodians and vendors used to facilitate
cryptocurrency transactions, are relatively new and largely
unregulated in both the United States and many foreign
jurisdictions. The opaque underlying spot market and lack of
regulatory oversight creates a risk that a cryptocurrency exchange
may not hold sufficient cryptocurrencies and funds to satisfy its
obligations and that such deficiency may not be easily identified or
discovered. In addition, many cryptocurrency exchanges have
experienced significant outages, downtime and transaction processing
delays, flash crashes, and may have a higher level of operational
risk than regulated futures or securities exchanges. Outages,
regardless of severity or length of downtime or delays, can
negatively impact cryptocurrency markets and prices. Thus, the
nature of cryptocurrency means that technological difficulties
experienced by exchanges, intermediaries, custodians, and vendors
may prevent access or use of a market particpant’s cryptocurrency at
any given time.

8.5.1.7.
Regulatory LandscapeCryptocurrencies currently face an uncertain regulatory landscape in
the United States and many foreign jurisdictions. In the United
States, cryptocurrencies may be regulated by one or more state
regulatory bodies. In addition, many cryptocurrency derivatives are
regulated by the Commodities and Futures Trading Commission, and the
Securities and Exchange Commission has cautioned that initial coin
offerings and certain cryptocurrencies are likely to fall within the
definition of a security and subject to U.S. securities laws. One or
more jurisdictions at the state, federal, or international level
may, in the future, adopt laws, regulations or directives that
adversely affect the use, transfer, exchange, and value of
cryptocurrencies, their networks, and their users. Such laws,
regulations or directives may impact the price of cryptocurrencies
and their acceptance by users, merchants and service providers.

8.5.1.8.
TechnologyThe relatively new and rapidly evolving technology underlying
cryptocurrencies introduces unique risks. For example, a unique
Private Key is required to access, use or transfer a cryptocurrency
on a blockchain or distributed ledger. The loss, theft or
destruction of a Private Key may result in an irreversible loss. In
addition, some cryptocurrency transactions are deemed made when
recorded on a public ledger or blockchain, which is not necessarily
the date or time that a market participant initiates a transaction.
The ability to participate in Forks could also have implications for
investors. For example, a market participant holding a
cryptocurrency position through a cryptocurrency exchange may be
adversely impacted if the exchange does not allow its customers to
participate in a Fork that creates a new product.

8.5.1.9.
Transaction FeesMany cryptocurrencies allow market participants to offer miners
(i.e., parties that process transactions and record them on a
blockchain or distributed ledger) a fee. While not always mandatory,
a fee is generally necessary to ensure that a transaction is
promptly recorded on a blockchain or distributed ledger. The amounts
of these fees are subject to market forces and it is possible that
the fees could increase substantially. In addition, cryptocurrency
exchanges, wallet providers and other custodians, including Zero
Hash, may charge high fees relative to custodians in many other
financial markets. Zero Hash is under no obligation to pass along
network fees at cost.

8.5.2.
Cryptocurrency StakingIn addition to the risks associated with cryptocurrencies disclosed
above, which are equally applicable to staked assets, the staking of
cryptocurrencies involves the following additional risks:

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

8.5.2.2.
No Investor or Deposit Insurance ProtectionCryptocurrency balances staked to a proof-of-stake network will not
be provided protections under the SIPC or the FDIC.

8.5.2.3.
Lockup PeriodOnce staked, your cryptocurrency may be required by the
proof-of-stake network to be locked up for a certain period of time,
which may prevent you from being able to instruct Zero Hash to
unstake such cryptocurrency balances on your behalf. You are
responsible for researching and understanding any lockup
requirements associated with any proof-of-stake network before you
direct Zero Hash to stake your cryptocurrency on your behalf.

9.
Cryptocurrency Transactions

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

9.2.
Market OrdersOrders to purchase or sell cryptocurrency at the prevailing market
price (“Market Orders”) are based on the prevailing market
price at the time the Market Order is filled, which is determined by
ZHLS, or any other applicable Liquidity Provider, using proprietary
methods, algorithms, processes, procedures and intermittent data
(“Calculation Methodology”). Liquidity Providers, including
ZHLS, may, subject to their own discretion, add a spread to any
Cryptocurrency Transaction. The spread will be priced into any Order
at the time of transaction and will increase the cost of any
purchase above the prevailing market price. You understand and
acknowledge that the price at which your Market Order is filled may
vary from the price displayed at the time your Market Order is
placed, and you further understand and acknowledge that Zero Hash
may, at its sole discretion, cancel any Market Order if the
prevailing market price changes significantly from the time the
Market Order was placed. You further understand and acknowledge that
Zero Hash may, at its sole discretion, cancel any Market Order. Zero
Hash, or Zero Hash through the Platform, will send you a
notification upon the occurrence of a cancellation of any Market
Order.

9.3.
Order PlacementOrders are placed on the Platform or the Zero Hash System, as
applicable, through your Account using your Login Credentials (to
the extent that any Login Credentials are required by Business to
access its Platform). If you are accessing the Services through the
Platform, you may only enter Orders as permitted by the Platform and
as agreed between you and Business in the applicable Cryptocurrency
Platform Agreement. If you are entering Orders through the Zero Hash
System, you may only submit orders as permitted by Zero Hash in
writing. You further understand that all Orders to purchase or sell
cryptocurrency will be executed in reliance on your promise that an
actual purchase or sale is intended, and that ZHLS requires full
payment in cleared, non-margined funds at the time an Order is
filled. Zero Hash does not offer leverage in your Account. Zero Hash
will not settle any leveraged transaction. You are responsible for
ensuring that you do not place a leveraged or margin Order through
the Platform. You further understand and acknowledge that you are
not permitted to place an Order to purchase cryptocurrency unless
you have enough non-margined funds available in your Business
Account or Zero Hash account, as applicable, to cover the purchase
plus any network and/or associated blockchain fees, and that you are
not permitted to place an Order to sell cryptocurrency unless you
have enough cryptocurrency available in your Account. You understand
and acknowledge that Zero Hash and ZHLS do not guarantee that an
Order you place will be filled, and you further understand and
acknowledge that Zero Hash reserves the right to cancel any Order or
part of an Order, if such Order: (i) was placed during a scheduled
or unscheduled downtime of Zero Hash and/or ZHLS; (ii) violates the
terms of this User Agreement; or (iii) is non-marketable. You
further understand and acknowledge that: (a) Zero Hash does not
offer the ability to set up pre-authorized, automatic, or recurring
Orders (“Pre-Authorized Orders”) in your Account; (b) any
such Pre-Authorized Order feature (if available) is under the
exclusive control of Business (if applicable); (c) you must contact
Business (if applicable) in order to stop a Pre-Authorized Order
before execution or to turn off such a feature in your Account; and
(d) Zero Hash and ZHLS are not liable for the placement and
execution of any Pre-Authorized Order.

9.4.
Order RoutingAll Orders will be routed to us by or through the Platform, unless
you are placing Orders directly through the Zero Hash System. By
using the Services, you understand and acknowledge that all Orders
routed to us by the Business or through the Platform, which are
placed on the Platform or the Zero Hash System through your Account
using your Login Credentials, are your Orders, and you agree to be
bound by all terms and conditions pertaining to such Orders in
accordance with this User Agreement.

9.5.
Source of Funds; Destination of ProceedsZero Hash and ZHLS only authorize Cryptocurrency Transactions using
funds maintained: (1) if you are accessing the Services via the
Platform, in your Business Account, or (2) if you are accessing via
the Zero Hash System, present in your Zero Hash Account. You
understand and acknowledge that you are not allowed to use funds
that are not owned by you to enter into Cryptocurrency Transactions,
and that you are not authorized to enter into Cryptocurrency
Transactions on behalf of any third-party. You hereby represent and
warrant that all funds used by you to enter into Cryptocurrency
Transactions (presently and in the future) are owned by you and are
not the direct or indirect proceeds of any criminal or fraudulent
activity. In all instances, you are responsible for the full amount
owed for Cryptocurrency Transactions entered by you on the Platform
or the Zero Hash System. You understand and acknowledge that any
proceeds from the sale of cryptocurrency shall be returned to your
Business Account (or another account (previously communicated to and
approved by Zero Hash) if you do not have an applicable Business
Account, including an Account you have funded directly with Zero
Hash), and that you will not have the option to transfer proceeds to
any other fiat account, including any account that you own. Fiat
withdrawals from your Business Account shall be covered in your
agreement(s) with Business (if applicable). If you do not have an
applicable Business Account and you access your Account through the
Zero Hash System, fiat withdrawals are covered in Section
10.5 below.

9.6.
Transaction LimitsYou understand and acknowledge that your use of the Services is
subject to a limit on volume (in fiat currency terms) that you may
transact in a given time period. Such limits may vary, at our sole
discretion, depending on a variety of factors, and we may apply
higher limits to certain Account holders at our discretion.

9.7.
Transaction RecordWhen your Order is filled, Zero Hash, or Business on behalf of Zero
Hash, will send your confirmation (a “Transaction Receipt”)
through the Platform or to your email address associated with your
Account. We may choose, at our sole discretion and without prior
notice to you, to periodically consolidate Orders into a single
Transaction Receipt. Transaction Receipts shall contain any
information we may elect to include at our sole discretion or as
required by law. A record of your Cryptocurrency Transactions (“Transaction History”) conducted during the preceding twelve (12) months may be
available through your Account on the Platform or the Zero Hash
System, as applicable. Zero Hash maintains records of all
Cryptocurrency Transactions for a period of five (5) years or as
otherwise required by law.

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

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

9.10.
ErrorsYou are solely responsible for reviewing your Transactions Receipts
and for monitoring your Transaction History for any errors (or any
Potentially Fraudulent Activity, as outlined in Section
6.5). You understand and
acknowledge that if you have not received a Transactions Receipt or
an Order cancellation notice, you are responsible for notifying us
via email at
[email protected]
within twenty-four (24) hours of the Cryptocurrency Transaction. You
further understand and acknowledge that you are solely responsible
for reviewing your Transaction Receipts for accuracy and for
notifying us of any suspected errors via email at
[email protected]
within twenty-four (24) hours of the time any such Transaction
Receipt was sent. You hereby waive your right to dispute any
Cryptocurrency Transaction unless you notify us of any objections
within twenty-four (24) hours of the time in which the applicable
Transaction Receipt was sent. You understand and acknowledge that
Zero Hash and/or ZHLS reserves the right, but has no obligation to,
and shall not be held liable should we declare null and void a
Cryptocurrency Transaction that Zero Hash considers to be erroneous
(each, an “Erroneous Transaction”). You understand and
acknowledge that you are responsible for ensuring that the
appropriate price and Order type is submitted when you place an
Order to purchase or sell cryptocurrency with ZHLS, and that a
simple assertion by you that a mistake was made in entering an
Order, 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 ZHLS
determines that a given Cryptocurrency Transaction is an Erroneous
Transaction, Zero Hash or ZHLS may, at our sole discretion, declare
it null and void, in whole and in part, even if you do not agree to
cancel or modify it, in which case you shall return the
cryptocurrency or funds received in the Erroneous Transaction.

9.11.
DowntimeEach of Zero Hash and ZHLS uses commercially reasonable efforts to
provide the Services in a reliable and secure manner. From time to
time, interruptions, errors, delays, or other deficiencies in
providing the Services may occur due to a variety of factors, some
of which are outside of Zero Hash’s and/or ZHLS’ control, and some
which may require or result in scheduled maintenance or unscheduled
downtime of the Services (collectively, “Downtime”). You
understand and acknowledge that part or all of the Services may be
unavailable during any such period of Downtime, and you acknowledge
that Zero Hash and ZHLS are not liable or responsible to you for any
inconvenience or losses to you as a result of Downtime. Following
Downtime, you further understand and acknowledge that the prevailing
market prices of cryptocurrency may differ significantly from the
prices prior to such Downtime.

9.12.
Trade CancellationYou agree that Zero Hash may delay settlement or cancel, in whole or
part, any transaction should any chosen Liquidity Provider fail to
timely deliver to us sufficient cryptocurrency to fulfill and/or
settle any Order(s) placed by you through the Platform or the Zero
Hash System. Zero Hash shall not be responsible for any hypothetical
or alleged losses resulting from any delayed or canceled
transaction.

9.13.
Force Majeure EventsZero Hash and ZHLS shall not have any liability for any failure to
perform or delay in performing its obligations under this User
Agreement 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 the
reasonable control of the party (“Force Majeure Events”).

10.
Custody of Your Assets

10.1.
Hosted WalletYou hereby engage Zero Hash to act as custodian of any
cryptocurrencies that you obtain from Cryptocurrency Transactions.
Such cryptocurrencies shall be stored, on your behalf, by Zero Hash
in one or more omnibus Hosted Wallets. A “Hosted Wallet” is
defined herein as any software, application, service, device or
tangible object that is used to record and store the alphanumeric
character string that is required to transfer any cryptocurrency
(each a “Private Key”) for cryptocurrencies that are
associated with the Hosted Wallet. Zero Hash shall track the balance
and ownership of cryptocurrencies purchased through the Services and
stored in Hosted Wallets, and you understand that you can view the
balance of cryptocurrencies in your Account through the Platform or
directly through the Zero Hash System, as applicable. You understand
and acknowledge that you are solely responsible for reviewing your
Account balance for accuracy and for notifying us of any suspected
errors via email at
[email protected]
within twenty-four (24) hours of the time any such error was
identified.

10.2.
Third-party CustodianZero Hash may partner with a third-party custodian to store your
cryptocurrency on behalf of Zero Hash (“Wallet Provider”). In
such case, your balance(s) of cryptocurrency will be recognized by
Zero Hash in your Account.

10.3.
InsuranceAssets held at Zero Hash are not insured by the FDIC or SIPC. You
are solely responsible for maintaining insurance policies for
cryptocurrency stored by Zero Hash on your behalf. You acknowledge
and agree that Zero Hash does not make any promises or warranties
with respect to any insurance policies carried by Zero Hash or
Wallet Provider, and that you will not be able to make any claims
against any insurance policies carried by Zero Hash or Wallet
Provider.

10.4.
Hosted Wallet ManagementHosted Wallets includes those that are connected to the Internet or
other network or that are operating on a device that is connected to
the Internet or other network (“Hot Wallets”) and those that
are not connected to the Internet or other network or that are
operating on a device that is not connected to the Internet or other
network (“Cold Wallets”). Zero Hash will use both Hot Wallets
and Cold Wallets to store the Private Keys for cryptocurrencies that
Zero Hash holds on your behalf. The types of Wallets used and the
manner and means of their use will be determined at Zero Hash’s
discretion based on its then-current practices and procedures. The
blockchain address used by Zero Hash to hold any cryptocurrency is
not an indication of individual ownership of such cryptocurrency.

10.5.
Deposits and Withdrawals of Fiat Funds

10.5.1.
Zero Hash System Deposits and WithdrawalsIf you are accessing the Services through the Platform, you may
instruct deposits and withdrawals of Fiat to and from Zero Hash on a
per transaction basis or as otherwise permitted by the Platform.

10.5.2.
Zero Hash System Deposits and WithdrawalsIf you are accessing the Services through the Zero Hash System, you
may deposit to your Account any fiat currency supported by Zero Hash
by submitting such fiat currency through wire transfer or any other
transmission method supported by Zero Hash from your bank account to
Zero Hash’s fiat deposit account via instructions provided to you by
Zero Hash. You may withdraw any deposited fiat currency by issuing
an instruction to Zero Hash (provided that such instruction has been
delivered by your properly authorized agent, in Zero Hash’s
commercially reasonable opinion) from your Account to an external
bank account. Zero Hash reserves the right to perform any due
diligence on any such external bank account.

10.5.3.
Accrued InterestNo matter the access method used by you, you will not be entitled to
any accrued interest each on fiat currency held by Zero Hash as
custodian. In the event Zero Hash is charged a negative interest
rate by the bank holding the omnibus account in which your fiat
currency is stored, Zero Hash shall pass such charges to you. Zero
Hash is not required to provide you with advanced notice of such
charges.

10.6.
Deposit and Withdrawals of Cryptocurrencies

10.6.1.
Platform User Deposits and WithdrawalsIf you are accessing the Services through the Platform, you may
instruct deposits and withdrawals of cryptocurrency only as
permitted by the Platform.

10.6.2.
Zero Hash System User Deposits and WithdrawalsYou may deposit to your Account any supported cryptocurrency by
transferring such asset(s) from an external address to an address
associated with your Hosted Wallet or Account. You may withdraw any
cryptocurrency in your Hosted Wallet or Account by issuing an
instruction to Zero Hash (provided that such instruction has been
delivered by your properly authorized agent, in Zero Hash’s
commercially reasonable opinion) to transfer such asset(s) from an
address associated with your Hosted Wallet or Account to an external
address. Zero Hash reserves the right to perform any due diligence
on any such external address.

11.
General Terms of Service

11.1.
Self-Directed AccountYou understand and acknowledge that your Account is self-directed,
you are solely responsible for any and all Orders placed through
your Account, and all Orders entered by you are unsolicited and
based on your own investment decisions. You understand and
acknowledge that you have not received and do not expect to receive
any investment advice from Zero Hash, ZHLS or any of its affiliates
in connection with your Orders. Notwithstanding anything in this
User Agreement, you understand and acknowledge that neither Zero
Hash nor ZHLS accepts responsibility whatsoever for, and shall in no
circumstances be liable to you in connection with, your decisions.
You further understand and acknowledge that under no circumstances
will your use of the Services be deemed to create a fiduciary
relationship or a relationship that includes the provision or
tendering of investment advice. You acknowledge that neither Zero
Hash, ZHLS nor any of its affiliates, nor any of their employees,
agents, principals, or representatives: (i) provide investment
advice in connection with this Account; (ii) recommend any
cryptocurrencies, Cryptocurrency Transactions, Orders, or any action
or inaction in your Account; or (iii) solicit your placement of any
particular Order to the extent research materials or similar
information are available through the Platform or Zero Hash System,
you hereby understand and acknowledge that these materials are
intended for informational and educational purposes only and do not
constitute a recommendation by Zero Hash to enter into any
Cryptocurrency Transactions or to engage in any investment
strategies.

11.2.
CommunicationsYou understand and acknowledge that all notices and communication
with you regarding your Account, the Services, this User Agreement,
and any other applicable agreements, documents, tax forms, and
disclosures (together, the “Communications”), will be
delivered electronically either through the Platform, your Account,
or via an email sent by Zero Hash, or by Business (if applicable) on
behalf of us or any third party on our behalf, to the email address
associated with your Account. To ensure that you receive all of our
electronic Communications, you agree to keep your email address
up-to-date and immediately notify us through the Platform or through
the Zero Hash System if there are any changes. Delivery of any
Communication to the email address associated with your Account is
considered valid. If any email Communication is returned as
undeliverable, we retain the right to block your access to your
Account until you provide and confirm a new and valid email address.
You may withdraw your consent to receive Communications
electronically by contacting us at
[email protected]. If you fail to provide or withdraw your consent to receive
Communications electronically, we reserve the right to immediately
close your Account or charge you fees for paper copies.

11.3.
TaxesYou understand and acknowledge that Zero Hash, ZHLS or our
affiliates do not provide tax or legal advice and that receiving Tax
Reporting Services, if applicable, hereunder does not constitute any
tax or legal advice from Zero Hash. You further understand and
acknowledge that Zero Hash may report Cryptocurrency Transactions
and the proceeds from cryptocurrency sales to the Internal Revenue
Service or other applicable taxing authority to the extent and
manner in which so required by law, regulations, or regulatory
guidance. You further understand and acknowledge that you will be
liable for reporting and paying all taxes relating to your
investments and other activity related to this User Agreement,
including with respect to any Cryptocurrency Transactions, Staking
Rewards, Rewards/Awards Transactions, and any other related
transactions that may occur in your Account. Unless required to do
so by a tax authority with competent jurisdiction over Zero Hash,
Zero Hash will not file or report any tax forms or taxable
transactions on your behalf. Zero Hash may withhold (or cause to be
withheld) the amount of any tax which may be required by law to be
withheld by Zero Hash. You should conduct your own due diligence and
consult your advisors before making any transactions under this User
Agreement.

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

11.3.2.
Non-U.S. PersonsThis subsection is applicable if you are not a U.S. Person. You
hereby certify that you fully understand all the information on any
Form W-8BEN
that you have submitted or will submit through the Platform in
connection with your Account. Under penalties of perjury, you
declare that: (i) you have examined all the information on any Form
W-8BEN that you have submitted or will submit through the Platform;
and (ii) to the best of your knowledge and belief all such
information is true, correct, and complete.

11.4.
Intellectual PropertyYou hereby acknowledge that we own all right, title and interest in
and to the documentation, procedures, requirements, conditions,
practices and guidelines for the use of Services, prepared by or on
behalf 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 well
as 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 in
the world. We do not grant you any right or license except as
expressly set forth herein and otherwise reserves all rights. The
Zero Hash System Protocol is protected by applicable copyright,
trade secret and other intellectual property laws. Without limiting
the foregoing, the Zero Hash logo, any other Zero Hash service
names, logos or slogans that may appear within the Services
(collectively, the “Covered Marks”) are trademarks, service
marks or trade dress of Zero Hash and its affiliates. You hereby
agree that you will not: (i) copy, modify, disclose, publish,
distribute, create derivative works from, reverse engineer, reverse
assemble or reverse compile the Zero Hash System Protocol, or any
portion thereof, for any reason and you may not use the Zero Hash
System Protocol, or any portion thereof, for any purpose other than
as expressly authorized herein; (ii) copy, imitate or use, in whole
or in part, any Covered Mark without Zero Hash’s prior written
permission; (iii) remove, obscure or alter any Zero Hash copyright,
trademark, patent or other Zero Hash notices or legends contained in
the 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 System
Protocol, or any part thereof, to any third-party or otherwise allow
access by a third-party; (v) take or authorize any action that could
detrimentally interfere with the performance or delivery of the
Services, use any robot, spider or other device or process to
monitor or copy the Zero Hash System Protocol, or knowingly transmit
any virus or other potentially harmful device in connection with
your use of the Services; or (vi) assist or encourage any
third-party in engaging in any activity prohibited under this User
Agreement.

11.5.
Transaction DataZero Hash and ZHLS shall be entitled, at our sole discretion, to use
information related to Cryptocurrency Transactions executed through
the Services (“Transaction Data”) to develop and compile
market data that Zero Hash, ZHLS or a third-party service provider
may disseminate to third parties (including through a market data
feed) for business purposes without further consent by you, and Zero
Hash shall be entitled to any and all revenue derived therefrom. By
your use of the Services, you hereby consent to such use of
Transaction Data. Any such market data disseminated by Zero Hash,
ZHLS or any third-party service provider, shall not identify the
parties who provided or entered into such Cryptocurrency
Transactions.Other than for your own internal use in accordance with this User
Agreement, you will not communicate, disclose, redistribute, or
otherwise furnish (or permit to be communicated, disclosed,
redistributed or otherwise furnished) all or any portion of the
Transaction Data, in any format, to any third party or for the
purposes of constructing or calculating the value of any index or
indexed products or for the purpose of creating any derivative works
or to make any use whatsoever at any time of the Transaction Data
that could compete with the business of Zero Hash and or ZHLS or
performance of the Services provided by Zero Hash and/or ZHLS.
Notwithstanding the foregoing, you understand and agree that any and
all data submitted to Zero Hash and ZHLS by you and all information
related to Cryptocurrency Transactions entered into by you through
the Services shall be the joint and exclusive property Zero Hash,
ZHLS, Business and you (if you are not Business), and we shall have
the right to use, sell, retransmit or redistribute such information,
on an anonymous and aggregated basis, and in accordance with and
subject to our Privacy Policy discussed in Section
12 below.

11.6.
Death of Individual Account HolderIn the case of Individuals that have opened an Account under this
User Agreement, if we receive legal documentation confirming your
death or other information leading us to reasonably conclude that
you have died, we will suspend your Account. No activity will occur
in your Account until either: (i) your designated fiduciary has
opened a new account with Zero Hash and instructs Zero Hash to
transfer the entirety of your Account to such new account; or (ii)
we have received reasonably satisfactory proof that you have not
died. If we have reason to believe you may have died but we do not
have proof of your death in a form satisfactory to us, you authorize
us to make inquiries, whether directly or through third parties,
that we consider necessary to ascertain whether you have died. Upon
receipt by us of proof satisfactory to us that you have died, the
fiduciary you have designated in a valid will or similar
testamentary document will be required to open a new Zero Hash
account, either through the Platform or the Zero Hash System, as
applicable. If you have not designated a fiduciary, then we reserve
the right to: (a) treat as your fiduciary any person entitled to
inherit your Account, as determined by us upon receipt and review of
the documentation we, in our sole and absolute discretion, deem
necessary or appropriate, including (but not limited to) a will, a
living trust or a small estate affidavit; or (b) require an order
designating a fiduciary from a court having competent jurisdiction
over your estate. In the event we determine, in our sole and
absolute discretion, that there is uncertainty regarding the
validity of the fiduciary designation, we reserve the right to
require an order resolving such issue from a court of competent
jurisdiction before taking any action relating to your Account.
Pursuant to the above, the opening of a new Zero Hash account by a
designated fiduciary is mandatory following the death of an
Individual Account owner, and you hereby agree that your fiduciary
will be required to open a new Zero Hash account and provide the
Background Information required under this User Agreement in order
to gain access to the assets in your Account.

11.7.
Unclaimed or Abandoned PropertyIf Zero Hash is holding fiat funds or cryptocurrencies in your
Account, and Zero Hash is unable to contact you and has no record of
your use of the Services for two (2) or more years, applicable law
may require Zero Hash to report such assets as unclaimed property
within the applicable jurisdiction. If this occurs, Zero Hash will
try to locate you at the address shown in our records, but if Zero
Hash is unable to locate you, it may be required to deliver any such
assets to the applicable state or jurisdiction as unclaimed
property.

11.8.
SeverabilityIf any provision of this User Agreement shall be adjudged by any
court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent
necessary so that this User Agreement shall otherwise remain in full
force and effect and enforceable.

11.9.
HeadingsThe headings and captions used in this User Agreement are used for
convenience only and are not to be considered in construing or
interpreting this User Agreement.

12.
Privacy Policy

If you are registering an Account through the Platform, please refer
to Business’ Privacy Policy at
[Legal – Buy and store crypto with Coinme]
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 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 YouIn addition to any other obligations you may have under other
provisions of this User Agreement, you hereby agree to indemnify,
defend and hold harmless Zero Hash, ZHLS, Business (if you have
registered an Account through the Platform), their affiliates and
all of their officers, directors, managers, partners, employees,
independent contractors, or agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and
actions and all liabilities, losses, expenses, costs (including
reasonable 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 your
Agents, contractors and/or employees for any reason, fraudulent or
otherwise, to perform or comply with any obligation, agreement or
covenant under this User Agreement, the Services, your use of the
Services, the Platform (if applicable), or any other services
provided in connection with your Account, the Platform or your use
of the Platform (if applicable); (ii) a breach by you or your
Agents, contractors and/or employees of any representation or
warranty made by you under this User Agreement or your provision
of any inaccurate or incomplete information to any of the
Indemnified Parties for any reason; (iii) any negligent,
dishonest, fraudulent, or criminal act or omission by your or any
of your Agents, contractors and/or employees in connection with
this User Agreement, the Services, any other services provided in
connection with your Account or the Platform (if applicable); (iv)
any failure by you or your Agents to comply with any laws, rules
or regulations applicable to you or them, and (v) your, your
Agents’, contractors’ or employees’ failure to safeguard any Login
Credentials used to access the Zero Hash service, whether through
the Platform or otherwise. Notwithstanding the foregoing, any
Indemnified Person shall not be entitled under this paragraph to
receive indemnification for that portion, if any, of any
liabilities and costs which are solely caused by its own
individual gross negligence, willful misconduct or fraud, as
determined by arbitration in accordance with Section
16 below.

14.2.
Indemnification ProceduresUpon receipt by any Indemnified Person(s) under this Section 14 of
notice of the commencement of any action, and if a claim is to be
made against you under this Section 14, the Indemnified Person(s)
will promptly notify you; provided, however, that no delay on the
part of the Indemnified Person(s) in notifying you shall relieve
you from any obligation hereunder unless (and then solely to the
extent) you thereby are prejudiced. Further, the omission to
promptly notify you will not relieve you from any liability that
you may have to any Indemnified Person(s) otherwise than under
this Section 14. In any such action brought against any
Indemnified 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 counsel
reasonably satisfactory to and the prior written approval by such
Indemnified Person(s). After approval by such Indemnified
Person(s) of your election to assume the defense thereof, you will
not be liable to such Indemnified Person(s) under this Section 14
for any legal or other expense subsequently incurred by such
Indemnified Person(s) in connection with the defense thereof other
than reasonable costs of investigation or in the case of an actual
or potential conflict of interest between you and any Indemnified
Person(s), identified in writing by counsel to the Indemnified
Person(s). You shall keep the Indemnified Person(s) informed of
the status of the defense of such claims, and you will not agree
to any settlement without consent of the Indemnified Person(s),
which consent will not be unreasonably withheld. The Indemnified
Person(s) shall have the right to employ separate counsel in any
such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not, other than in the
case of an actual or potential conflict of interest between you
and Indemnified Person(s), be at your expense if you have assumed
the defense of the action with counsel satisfactory to the
Indemnified 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 the
defense of such claims at your sole expense. You will not settle
any action unless such settlement completely and finally releases
the Indemnified Person(s) from any and all liability and otherwise
is acceptable to the Indemnified Person(s). Except with your prior
written consent, the Indemnified Person(s), you may not confess
any claim or make any compromise in any case in which you may be
required 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 ArbitrationIn the event of a dispute between the parties, such dispute shall
be settled by arbitration as outlined in this Section 16.

16.2.
No Class ActionYOU AGREE THAT ANY CLAIMS WILL BE ADJUDICATED SOLELY ON AN
INDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A
CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINT
ACTION WITH RESPECT TO ANY CLAIMS THAT MAY ARISE UNDER THIS USER
AGREEMENT OR THE PROVISION OF SERVICES.

16.3.
Arbitration DisclosureARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE
WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT
TO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATOR OR
ARBITRATION PANEL SHALL ISSUE A REASONED AWARD.

16.4.
Arbitration AgreementUnless otherwise specified, any dispute, claim or controversy
between the parties relating to this User Agreement shall be
resolved through binding arbitration conducted in accordance with
the Arbitration Rules of the American Arbitration Association
(“AAA”). Any such arbitration shall be conducted in
Chicago, Illinois, U.S.A. or at such other location as may be
agreed to by the parties and the arbitrators. Notwithstanding the
foregoing, each party acknowledges that a breach of this User
Agreement may cause the other party irreparable injury and damage
and therefore may be enjoined through injunctive or other
equitable proceedings in addition to any other rights and remedies
which may be available to such other party at law or in equity,
and each party hereby consents to the jurisdiction of any federal
or state courts located in Chicago, Illinois, U.S.A. with respect
to any such action. The parties expressly waive any objection
based on personal jurisdiction, venue or forum non conveniens.
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.This User Agreement evidences a transaction in interstate
commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1
et. seq., governs the interpretation and enforcement of
this provision. The arbitrator will decide the substance of all
claims in accordance with all applicable law, including recognized
principles of equity and statutes of limitations, and will honor
all claims of privilege recognized by law. Under this arbitration
provision, arbitrators will not be bound by rulings in prior
arbitrations involving different customers but are bound by
rulings in prior arbitrations involving the same customer to the
extent required by applicable law. This arbitration provision will
survive 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

[email protected]

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.
RegulationZero Hash and ZHLS are registered with the U.S. Department of
Treasury’s Financial Crimes Enforcement Network as a money services
business (“MSB”). As registered MSBs, Zero Hash and ZHLS are
subject to the Bank Secrecy Act and its implementing regulations
which set out the requirements imposed upon financial institutions
to implement policies and procedures reasonably designed to detect
and prevent money laundering and terrorist financing. You understand
and acknowledge that your access to and use of the Services is
subject to compliance with our AML Program. You understand and
acknowledge that Zero Hash is not a registered broker-dealer and is
not a member of the Financial Industry Regulatory Authority or SIPC.
You further understand and acknowledge that your cryptocurrency
holdings are not protected by the FDIC or SIPC. Additional insurance
may be provided at Zero Hash’s sole discretion, and Zero Hash makes
no guarantee that you will have a right to, or claim against, any
supplemental policy should Zero Hash choose to insure any assets
held on behalf of you, or any customer, at Zero Hash.

18.2.
Compliance with Applicable LawsCryptocurrency Transactions are subject to applicable laws,
regulations, and rules of federal and state governmental and
regulatory authorities (collectively, “Applicable Laws”). You
understand that compliance with Applicable Laws may include
compliance with any guidance or direction of any regulatory
authority 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 Hash
and ZHLS be obligated to affect any Cryptocurrency Transaction that
we believe would violate any Applicable Law. You further understand
and acknowledge that Zero Hash and ZHLS both independently and
collectively are not responsible for any losses, whether direct or
indirect, that you may incur as a result of our good faith efforts
to comply with any Applicable Law, including any Legal Order.

18.3.
State Licenses and DisclosuresZero Hash is required to maintain licenses to engage in money
transmission activities in certain states, and these license
requirements may impact our provision and your use of certain
Services depending on where you live or are formed in. It is your
sole responsibility to ensure that you are accessing the Services
available to you by reviewing the Permitted US Jurisdictions as
listed by Zero Hash, and updated from time to time, prior to placing
any Order on the Platform or through the Zero Hash System. A list of
Zero Hash licenses and corresponding required disclosures and
methods for filing complaints with the applicable state regulatory
can be found here or by searching for disclosures
here, which are incorporated herein by reference. If you have any
questions about the disclosures, contact us at
[email protected]
before using the Services enumerated in this User Agreement.

18.4.
Electronic RecordThe electronic stored copy of this User Agreement is considered to
be the true, complete, valid, authentic, and enforceable record of
this User Agreement. admissible in judicial or administrative
proceedings to the same extent as if the documents and records were
originally generated and maintained in printed form. You agree to
not contest the admissibility or enforceability of the
electronically stored copy of the User Agreement.

18.5.
Electronic AcceptanceYou expressly confirm that you have read, agree to, and consent to
be bound by all of the terms of this User Agreement. By
electronically signing this User Agreement, which may be completed
by all methods of “clickwrap” or “click through” including by
accepting, clicking a button, or checking a box, you acknowledge and
agree that such electronic signature is valid evidence of your
consent to be legally bound by this User Agreement and such
subsequent terms as may govern the Services. You are also confirming
that you have reviewed the Zero Hash Privacy Policy and Regulatory
Disclosures. If you do not agree to all of the terms of this User
Agreement, do not electronically sign this User Agreement and cease
from accessing, using, or installing any part of the Services.