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.