1.1.1.
Zero Hash System Access.As 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 Hosted Wallet(s), 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 Transactions.Where 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 any specific
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 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 value 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 Services.In 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, but is not limited to, 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 Transactions.Any 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 Services.You understand and agree that, unless required by applicable law,
Zero Hash is not required to prepare or send to you any tax forms 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 Services.The Platform or Zero Hash System, as applicable, may give you the
option to “stake” certain cryptocurrencies deposited to your
Hosted Wallets and represented 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”).

1.2.
ZHLS Liquidity Services.By placing a request to engage in a Cryptocurrency Transaction (an
“Order”) either through the Platform or through the Zero 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.
Individuals.To 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.
Entities.To 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 Jurisdictions.You 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://zerohash.zendesk.com/hc/en-us
or contact us at
[email protected]
before using the Services enumerated in this User Agreement.

3.3.
Restricted Foreign Jurisdictions.You may not register an Account or access or use the Services if 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 Activity.You 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 Information.During 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 Information.During 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.
Verification.You 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 Hash.You 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 Transactions.You 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 Business.If 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 Access.You 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 Maintenance.You 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 Security.You 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 Activity.You 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, as permitted by applicable law. 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
canceled, 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 Activity.Any 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 Your Account.

7.1.
Disabling Your Account.You 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) and reflected in your
Account 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 Termination.By 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, or that you present
a risk to Zero Hash and/or ZH Liquidity, reputational or otherwise;
(ii) we are required to do so by law or by any regulatory authority,
court order, facially valid subpoena, or binding order of 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.
Definition.As 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 which is not legal tender,
whether or not denominated in legal tender. The term
“cryptocurrency”, or any other alternative as used herein, does not
include: (x) software or a protocol governing transfer of the
digital representation of value; (y) a transaction in which a
merchant grants value as part of an affinity or rewards program,
which value cannot be taken from or exchanged with the merchant for
cash or bank credit; or (z) a digital representation of value used
exclusively within an online game or game platform. 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 Cryptocurrencies.A 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 Control.Zero 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 Assets.The 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.
Risks.There are several risks associated with cryptocurrencies,
cryptocurrency trading, and staking cryptocurrencies. Before using
the Services, you should ensure that you have read and understand
the below risks, and by accessing and using the Services, you hereby
represent and warrant that you have read and understand the
following risk disclosures. Please note that this is not an
exhaustive list of all risks associated with cryptocurrencies and
the Services.

8.5.1.
Cryptocurrency Risks.

8.5.1.1.
Unique Features of Cryptocurrencies.Cryptocurrencies 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 Volatility.You understand that the value of any cryptocurrency, including
assets pegged to, or designed to track the value of, fiat currency,
commodities, or any other asset, may go to zero. The 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. Cryptocurrencies that are pegged to the price or
value of any other asset, including fiat currency, are not
guaranteed to remain pegged to that asset’s or fiat currency’s
value. Certain cryptocurrencies, including those pegged to any other
asset’s or fiat currency’s value, 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 Liquidity.Cryptocurrencies 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.
Cybersecurity.The nature of cryptocurrency may lead to an increased risk of fraud
(as outlined herein) 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 Market.Cryptocurrency 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 Custodians.Cryptocurrency 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 Landscape.Cryptocurrencies 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.
Technology.The 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 Fees.Many 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 from the estimated fees
displayed to you through the Platform or Zero Hash system, as
applicable. 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 Staking.In 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 Period.You 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 Protection.Cryptocurrency balances staked to a proof-of-stake network will not
be provided protections under the SIPC or the FDIC.

9.
Cryptocurrency Transactions.

9.1.
Liquidity Providers.When you place an Order through the Platform or the Zero 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 Orders.Orders 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 Placement.Orders 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. By placing
an Order, you agree to the terms and conditions of the Order as
displayed to you on the Platform or Zero Hash System, as applicable.
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. Prior to each Cryptocurrency
Transaction, you will be presented with a written disclosure in
clear, conspicuous, and legible writing, the following information:
(1) the amount of the Cryptocurrency Transaction; (2) any fees,
expenses, and charges borne by you, including applicable exchange
rates; (3) the type and nature of the Cryptocurrency Transaction;
(4) a warning that once executed the Cryptocurrency Transaction may
not be undone, if applicable; and (5) such other disclosures as are
customarily given in connection with a transaction of this nature.

9.4.
Order Routing.All Orders will be routed to us by or through the Platform, 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 Proceeds.Zero 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 Limits.You 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 Record.When 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. The confirmation shall disclose, at a minimum, (1)
the name and contact information of Zero Hash and ZHLS, including a
telephone number to answer questions and register complaints; (2)
the type, value, date, and precise time of the transaction; (3) the
fee charged; (4) the exchange rate, if applicable; (5) a statement
of the liability of Zero Hash and ZHLS for non-delivery or delayed
delivery; (6) a statement of the refund policy of Zero Hash; and (7)
any additional information 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 Offset.In 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.
Cancellations.Orders may not be cancelled by you after they are filled.

9.10.
Errors.You 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.
Downtime.Each 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 Cancellation.You 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 Events.Zero 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.
Ownership/Custody of Your Assets.

10.1.
Hosted Wallet.You hereby engage Zero Hash to act as custodian of any
cryptocurrencies that you obtain from Cryptocurrency Transactions or
deposit to Zero Hash, as applicable. 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 your Account. As used
herein “your Hosted Wallet” shall mean the portion of any Hosted
Wallet attributable to the cryptocurrency you own as reflected in
your Account and stored in a Hosted Wallet. Cryptocurrency obtained
by you from cryptocurrency transactions or deposited to your Account
from an external address to an address associated with your Hosted
Wallet(s) or Account shall be stored, on your behalf, by Zero Hash
in one or more omnibus Hosted Wallets (each a “Omnibus Hosted Wallet”). Zero Hash shall track the balance and ownership of
cryptocurrencies purchased through the Services and stored in your
Hosted Wallets, and you understand that you can view the balance of
cryptocurrencies in your Account and stored in Hosted Wallets
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.
Hosted Wallet Management.Zero Hash securely stores the Private Keys to your cryptocurrency,
which are used to process cryptocurrency transactions, in a
combination of online Omnibus Hosted Wallets, which 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 offline Omnibus Hosted Wallets,
which include 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 you obtain from cryptocurrency transactions and
deposits, which Private Key is at all times held by Zero Hash 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.

10.3.
Custody and Title of Cryptocurrency.Unless otherwise stated herein, all cryptocurrency obtained by you
from cryptocurrency transactions or deposits are custodial assets
held by Zero Hash for your benefit, as described in further detail
below.

10.4.
Ownership.Title to your cryptocurrency shall at all times remain with you and
shall not transfer to Zero Hash. The blockchain address used by Zero
Hash to hold any of your cryptocurrency and the related Private Keys
is not an indication of individual ownership of such cryptocurrency.
All interests in cryptocurrency that Zero Hash holds for Hosted
Wallets are held for customers, are not property of Zero Hash, and
are not subject to claims of Zero Hash’s creditors. As the owner of
cryptocurrency in your Account, you shall bear all risk of loss of
any such cryptocurrency. Zero Hash shall have no liability for
fluctuations in the fiat currency value of the cryptocurrency owned
by you and held in your Account and stored in Hosted Wallet(s). None
of the cryptocurrency held in your Account are the property of, or
shall or may be loaned to, Zero Hash. Zero Hash does not represent
or treat cryptocurrency held in your Account as belonging to Zero
Hash. Zero Hash may not grant a security interest in cryptocurrency
held in your Account. Except as required by law, or except as
provided herein, Zero Hash will not sell, transfer, loan,
hypothecate, or otherwise alienate cryptocurrency held in your
Account unless instructed by you. You control the cryptocurrency
held in your Hosted Wallet(s) as reflected in your Account. At any
time, subject to outages, downtime, and other applicable policies,
you may either, as permitted by the Platform, if applicable, sell
any or all of your cryptocurrency and withdraw the proceeds away
from Zero Hash or withdraw your cryptocurrency by sending it to a
different blockchain address controlled by you or a third party.

10.5.
Third-Party Custodian.Zero Hash may partner with a third-party custodian to store 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.

10.6.
Insurance.Assets 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.

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

10.8.
Application of the Uniform Commercial Code.All cryptocurrency held in your Account and stored in your Hosted
Wallet(s) shall be treated as “financial assets” under Article 8 of
the Illinois Uniform Commercial Code (“Article 8“). With
respect to all cryptocurrency held in your Account or Hosted
Wallet(s) by Zero Hash on your behalf, Zero Hash is a “securities
intermediary”as defined in Article 8. Further, your Account is a
“securities account” which is defined in Article 8, in part, as “an
account to which a financial asset is or may be credited.” Treatment
of your Account or Hosted Wallet(s), your cryptocurrencies, your
Cryptocurrency Transactions, or Zero Hash under Article 8 does not
impact or define the treatment of your cryptocurrencies,
Cryptocurrency Transactions, or Account or Hosted Wallet(s) under
any other law, regulation, or rule, including the United States
Commodity Exchange Act and any federal, state, or foreign securities
laws or regulations.

10.9.
Deposits and Withdrawals of Fiat Funds.

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

10.9.2.
Zero Hash System Deposits and Withdrawals.If you are accessing the Services through the Zero Hash System, 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.

10.9.3.
Accrued Interest.No 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.

10.10.
Deposit and Withdrawals of Cryptocurrencies.

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

10.10.2.
Zero Hash System User Deposits and Withdrawals.You 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 Account.You 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.
Communications.You 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.
Taxes.You 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. Persons.This 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. Persons.This 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 Property.You 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 Data.Zero 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 Holder.In 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 Property.If 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.
Severability.If 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.
Headings.The 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

here

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

13.
Remedies for Breach; Remedies in General.

17.
Governing Law and Venue.

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

18.
Legal.

18.1.
Regulation.Zero Hash and ZHLS are registered with the U.S. Department 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 Laws.Cryptocurrency 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 Disclosures.Zero 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 regulator
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 Record.The 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 Acceptance.You expressly confirm that you have read, agree to, and consent to
be bound by all of the terms of this User Agreement, including all
disclosures in this agreement, including those in Section 18.3. 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.