TradeZeroInc User Agreement

Zero Hash User Agreement

Last Updated: November 4, 2021

This user account agreement (“User Agreement”) sets forth the
respective rights and obligations between you and Zero Hash LLC, a
limited liability company formed under the laws of Delaware (“Zero
Hash”) and Zero Hash Liquidity Services LLC, a limited liability
company formed under the laws of Delaware (“Zero Hash Liquidity Services”, Zero Hash and Zero Hash Liquidity Services collectively as
“we,” or “us”. “Our”, as used herein, is inclusive of
Zero Hash and Zero Hash Liquidity Services). Please read through this
User Agreement carefully before registering an account and accessing
or using the Services (as defined herein).

BY REGISTERING AN ACCOUNT WITH ZERO HASH (“Account”), OR BY
ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND TO THE
TERMS AND CONDITIONS CONTAINED IN THIS USER AGREEMENT IN THEIR
ENTIRETY, INCLUDING ALL TERMS INCORPORATED BY REFERENCE.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING
THE MANDATORY ARBITRATION PROVISION IN SECTION
16, AND THE MANDATORY
TRADEZERO INC. CRYPTOCURRENCY PLATFORM AGREEMENT (“CRYPTOCURRENCY
PLATFORM AGREEMENT”), INCORPORATED HEREIN BY REFERENCE. DO NOT
REGISTER AN ACCOUNT OR ACCESS OR USE THE SERVICES.

1.
Scope of Services

This User Agreement applies to your access to and use of our
Services, as described and defined, in part, herein. You understand
and agree that Zero Hash performs the Zero Hash Services and that
Zero Hash Liquidity performs the Liquidity Services as each term is
defined below.

1.1.
Zero Hash Services

By registering an Account with Zero Hash, in accordance with the
terms and conditions contained in this User Agreement, you will be
able to: (i) enter into cryptocurrency transactions through the
TradeZero, Inc. (“Business”) desktop application, mobile application
or website(s) (the “Platform”) to purchase supported
cryptocurrencies in exchange for U.S. dollars; (ii) sell
cryptocurrencies (purchase and sell transactions are referred to
herein, collectively, as “Cryptocurrency Transactions”);
(iii) direct Zero Hash to send cryptocurrency from your available
balance to other Business and Zero Hash joint customers (a “P2P Transaction”. Cryptocurrency Trades and P2P Transactions are collectively “Cryptocurrency Transactions”); (iv) receive from Business promotional or marketing
cryptocurrency rewards or awards; (v) store cryptocurrency in one or
more hosted cryptocurrency wallets (“Hosted Wallets” defined
further below); and (vi) track your Cryptocurrency Transactions and
Hosted Wallet balance(s) through the Platform, (collectively, the
“Zero Hash Services”).

1.2.
Liquidity ServicesBy placing a request to purchase or sell cryptocurrency (an
“Order”) through the Platform, in accordance with the terms
and conditions contained in this User Agreement, you agree that Zero
Hash Liquidity Services may (i) offer price quotes as further
outlined in Section 9.1 for Cryptocurrency Transactions and Orders
via the Platform, (ii) purchase from you cryptocurrency pursuant to
your Order placed through the Platform at the quoted price provided
by Zero Hash Liquidity Services and in the amount of your Order, and
(iii) sell to you cryptocurrency pursuant to your Order placed
through the Platform at the quoted price provided by Zero Hash
Liquidity Services and in the amount specific in your Order
(collectively, the “Liquidity Services” and the Zero Hash
Services and the Liquidity Services are collectively referred herein
to as the “Services”, provided that this User Agreement shall
not be interpreted such that Zero Hash is performing the Liquidity
Services nor that Zero Hash Liquidity Services is performing the
Zero Hash Services).

1.3.
P2P TransactionsZero 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
requesting that Zero Hash transfer a specific amount of
Cryptocurrency held in your Account to another Zero Hash customer.
You may only transfer Cryptocurrency from your available 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 customer
accounts. Any attempt to send to an ineligible customer or account
will be voided.We reserve the right to charge fees for any P2P Transaction,
provided that such fees are disclosed to you in advance of any P2P
Transaction. We may, in our sole discretion, place transaction
limits on P2P Transactions or reject, for any reason, any P2P
Transaction placed by you through the Platform. You are responsible
for entering accurate instructions through the Platform for any P2P
Transaction.

P2P Transaction orders may be placed only in those Cryptocurrencies
and denominations as permitted on the Platform. Any representation
of a P2P Transaction in dollars will be based on the then available
exchange rate, but any such representation in dollars is not a
guarantee or promise as to the amount of Cryptocurrency that will be
transferred. The value of Cryptocurrencies can fluctuate rapidly,
and we do not guarantee the dollar 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.

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 and update the “Last
Updated” date above. We may also attempt, but are not obligated to,
to notify you by sending an email notice to the address associated
with your Account or by providing notice through the Platform. 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 RequirementsTo register for an Account or access or use the Services you must be
an individual at least 18 years of age and have the legal capacity
to enter into this User Agreement. In addition, you must have an
account in good standing with Business (“Business Account”).

3.2.
Permitted US JurisdictionsIf you are a resident of the United States, you may only register an
Account or use the Services if you are a resident of any state,
district or territory in which Zero Hash is authorized to provide
the Services (“Permitted US Jurisdictions”). A current list of Permitted US Jurisdictions, which is incorporated by reference, is available here and is subject to change at any time. Any updates to Permitted U.S. Jurisdictions shall be updated at the link above. If the link above is down, search “US Jurisdictions” at https://docs.zerohash.com/docs or contact us at [email protected] before using the Services enumerated in this User Agreement. You hereby represent and warrant that, now and at all times during
your use of the Services, you reside or are domiciled in a Permitted
US Jurisdictions and that you will not register and Account or use
the Services if you reside or are domiciled outside a Permitted US
Jurisdictions, even if our methods to prevent you from registering
an Account or using the Services are not effective or can be
bypassed.

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

3.4.
Restricted Persons and ActivityYou hereby represent and warrant that you have not been identified
as a Specially Designated National or 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 are at any time hereafter designated a
Prohibited Person or to conduct any illegal or illicit activity.

4.
Account Registration

4.1.
Personal InformationDuring the Account registration process, you must provide the
Platform 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 to share your Personal
Information with Zero Hash and Zero Hash Liquidity Services 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.

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

5.
Account Authorizations

5.1.
Authorization to Zero HashYou understand and acknowledge that your Account is self-directed,
and you hereby appoint Zero Hash as your agent for the purpose of
carrying out your instructions you place on the Platform in
accordance with this User Agreement. You agree that Zero Hash may
rely on your instructions placed on the Platform, and Zero Hash and
Zero Hash Liquidity Services shall not be liable for relying on and
executing on such instruction. You hereby authorize Zero Hash to
open and close your Account, 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 TradesYou 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 institutional with which
you custody your fiat funds pursuant to your Cryptocurrency Platform
Agreement(“Banking Partner”) 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
Zero Hash Liquidity Services are under the control of Business or
Banking Partner. You further understand and acknowledge that your
Zero Hash Account is outside of Business’ 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, the fiat funds will not be provided protection
under the Securities Investor Protector 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 Banking Partner and that
Business and Banking Partner only take instructions regarding
transferring funds as described in the mandatory Cryptocurrency
Platform Agreement.

5.3.
Authorization to Share Information with BusinessYou hereby authorize us to provide Business any of your Personal
Information, and to continue sharing such information, and any
revisions or additions thereto, with Business on an ongoing basis
until your account(s) with Business is closed pursuant to the terms
and conditions governing such account(s). However, we may retain all
Account information, including account activity and Personal
Information, as required by law and may share such information in
accordance with any subpoena, regulatory request, or court order.

6.
Account Management

6.1.
Account AccessYou will access your Account through the Platform by using your
username and password connected to your Business Account,
(collectively, “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. From time to time, Zero
Hash or Business may require you to change your Login Credentials
and re-verify your Personal 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.

Only individuals and authorized legal entity customers that have
successfully registered an Account (“Users”) are authorized
to access and use the Services.

6.2.
Account MaintenanceYou are required to maintain 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
Personal Information that you previously provided. YOU UNDERSTAND
THAT A CHANGE IN YOUR STATE OF RESIDENCE 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. PLEASE REFER TO OUR LIST OF PERMITTED US
JURISDICTIONS, WHICH IS AVAILABLE
here.As part of our legal compliance program (“AML Program”), we
will monitor your Account and your use of the Services, and review
your Personal 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 Personal Information, or any other
information reasonably requested, as a condition to your continued
access to and use of your Account and the Services. During such
time, your access to and use of your Account and the Services may be
temporarily restricted.

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

6.4.
Unauthorized Account ActivityYou are solely responsible for monitoring your Account for
unauthorized or suspicious instructions, Orders, actions, or
transactions (“Unauthorized Activity”), and agree that we are
not responsible (and you will not hold us responsible) for any
Unauthorized Activity.You 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; and (iii) verifying that you
received a confirmation from the Platform that an Order or
instruction you provide is received, executed or cancelled, as
applicable, and (iv) in the event of not having received any such
confirmation, notifying us and the Platform within 24 hours of such
Order or instruction.

6.5.
Potentially Fraudulent ActivityAny actual or suspected Unauthorized Access and/or Unauthorized
Activity will be treated by Zero Hash as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us within 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 will take reasonable and
timely steps to protect your Account, including, for example, by
temporarily restricting access to your Account, suspending any
pending Orders, and/or requiring you to change your Login
Credentials.You agree to promptly report any Potentially Fraudulent Activity to
legal authorities and provide us a copy of any report prepared by
such legal authorities via [email protected]. In the event of an
investigation of any Potentially Fraudulent Activity, you further
agree to (i) cooperate fully with the legal authorities and Zero
Hash in such investigation; (ii) complete any required affidavits
promptly, accurately and thoroughly; and (iii) allow Zero Hash, or
any third-party designated by us, access to your mobile device,
computer, and network as may be relevant to such investigation. You
understand and acknowledge that any failure to cooperate in any such
investigation may cause delays in regaining access to your Account
and any funds, including cryptocurrency held in your Hosted
Wallet(s).

7.
Disabling Account

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

You understand and agree that Zero Hash will retain your account
information in accordance with applicable law and regulatory
obligations.

7.2.
Account Suspension or TerminationBy using the Services, you understand and acknowledge that we have
the right to immediately suspend or terminate your Account and/or
freeze any cryptocurrency balance(s) in your Hosted Wallet(s)
without prior notice if (i) we suspect, at our sole discretion, you
to be in violation of any provision of this User Agreement, our AML
Program, or any applicable laws or regulations; (ii) we are required
to do so by law or by any regulatory authority, court order,
facially valid subpoena, or binding order of a government authority;
(iii) we suspect any suspicious or Unauthorized Activity or any
actual or attempted Unauthorized Access to your Account or Login
Credentials; (iv) your Business Account has been suspended or
terminated or you no longer have access to the Platform; or (v) the
Account has not been accessed in two years or more. You agree that
Zero Hash may surrender any unclaimed or abandoned fiat currency or
cryptocurrencies (defined below) 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 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. 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, less any Costs associated with such sale(s), the
Account, and its termination.

8.
Cryptocurrencies

8.1.
DefinitionAs used herein, “cryptocurrency” (also may be referred herein
as “virtual currency,” “digital currency,” “digital asset, ” and
“digital commodity”) means a digital representation of value which
is based on a cryptographic protocol that can be digitally traded
and may functions as: (1) a medium of exchange; and/or (2) a unit of
account; and/or (3) a store of value. Cryptocurrency is
distinguished from “fiat currency” (such as U.S. dollars), which is
the coin and paper money of a country that is designated as its
legal tender. For more information, please refer to the FATF Report,
Virtual Currencies, Key Definitions and Potential AML/CFT Risks,
FINANCIAL ACTION TASK FORCE (June 2014), available
here.

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

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

8.4.
Forks and Airdropped Digital AssetsThe underlying 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 Asset 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) 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 of Cryptocurrency TradingThere are several risks associated with cryptocurrencies and
cryptocurrency trading. By accessing and using the Services, you
hereby represent and warrant that you have read and understand the
following risks.

8.5.1.
Unique Features of CryptocurrenciesCryptocurrencies are not legal tender in the United States and have
no intrinsic value. 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.

8.5.2.
Price VolatilityThe price of a cryptocurrency is based on the perceived value of the
cryptocurrency and subject to changes in sentiment, which make these
products highly volatile. Certain cryptocurrencies have experienced
daily price volatility of more than 25% and may be considerably
higher.You understand that we are not liable for price fluctuations in any
cryptocurrency listed or Cryptocurrency Transaction executed on the
Platform.

8.5.3.
Valuation and LiquidityCryptocurrencies can be traded through privately negotiated
transactions and through numerous cryptocurrency exchanges and
intermediaries around the world, each with its own pricing mechanism
and/or order book. The lack of a centralized pricing source poses a
variety of valuation challenges. In addition, the dispersed
liquidity may pose challenges for market participants trying to exit
a position, particularly during periods of stress. Such
characteristics of the cryptocurrency markets may result in canceled
or partially filled Cryptocurrency Orders.Zero Hash Liquidity Services, at its sole discretion, may add a
spread to each transaction executed by you on the Platform and the
executed price is not meant to imply the “market price.”

8.5.4.
CybersecurityThe 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.

8.5.5.
Opaque Spot MarketCryptocurrency balances are generally maintained as an address on
the blockchain and are accessed through Private Keys (defined
below), which may be held by a market participant or a custodian.
Although cryptocurrency transactions can be publicly available on a
blockchain or distributed ledger, the public address does not
identify the controller, owner or holder of the Private Key. Unlike
bank and Business Accounts, cryptocurrency exchanges and custodians
that hold cryptocurrencies do not always identify the owner. The
opaque underlying or spot market poses asset verification challenges
for market participants, regulators and auditors and gives rise to
an increased risk of manipulation and fraud, including the potential
for Ponzi schemes, bucket shops and pump and dump schemes, which may
undermine market confidence in a cryptocurrency and negatively
impact its price.

8.5.6.
Cryptocurrency Exchanges, Intermediaries and CustodiansCryptocurrency exchanges, in general globally, as well as other
intermediaries, custodians and vendors used to facilitate
cryptocurrency transactions, are relatively new and largely
unregulated in both the United States and many foreign
jurisdictions. The opaque underlying spot market and lack of
regulatory oversight creates a risk that a cryptocurrency exchange
may not hold sufficient cryptocurrencies and funds to satisfy its
obligations and that such deficiency may not be easily identified or
discovered. In addition, many cryptocurrency exchanges have
experienced significant outages, downtime and transaction processing
delays, flash crashes, and may have a higher level of operational
risk than regulated futures or securities exchanges. Outages,
regardless of severity or length of downtime or delays, can
negatively impact cryptocurrency markets and prices.

8.5.7.
Regulatory LandscapeCryptocurrencies currently face an uncertain regulatory landscape in
the United States and many foreign jurisdictions. In the United
States, cryptocurrencies may be regulated by one or more state
regulatory bodies. In addition, many cryptocurrency derivatives are
regulated by the CFTC, and the SEC 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 may, in the future, adopt laws, regulations or
directives that affect cryptocurrency networks and their users. Such
laws, regulations or directives may impact the price of
cryptocurrencies and their acceptance by users, merchants and
service providers.

8.5.8.
TechnologyThe relatively new and rapidly evolving technology underlying
cryptocurrencies introduces unique risks. For example, a unique
private key is required to access, use or transfer a cryptocurrency
on a blockchain or distributed ledger. The loss, theft or
destruction of a private key may result in an irreversible loss. 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.

8.5.9.
Transaction FeesMany cryptocurrencies allow market participants to offer miners
(i.e., parties that process transactions and record them on a
blockchain or distributed ledger) a fee. While not always mandatory,
a fee is generally necessary to ensure that a transaction is
promptly recorded on a blockchain or distributed ledger. The amounts
of these fees are subject to market forces and it is possible that
the fees could increase substantially. In addition, cryptocurrency
exchanges, wallet providers and other custodians, including Zero
Hash, may charge high fees relative to custodians in many other
financial markets. Zero Hash is under no obligation to pass along
network fees at cost.

9.
Cryptocurrency Transactions

9.1.
Market OrdersOrders to purchase or sell cryptocurrency at the prevailing market
price (“Market Orders”) are based on the prevailing market
price at the time the Market Order is filled, which is determined by
Zero Hash Liquidity Services using proprietary methods, algorithms,
processes, procedures and intermittent data (“Calculation Methodology”). Zero Hash Liquidity Services may, subject to its 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 to 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.

9.2.
Order PlacementOrders are placed on the Platform through your Account using your
Login Credentials. You 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 Zero Hash
Liquidity Services 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 Liquidity Services does not
accept a leveraged purchase or sell transaction, and 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 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 Zero Hash
Liquidity Services do not guarantee that an Order you place will be
filled, and you further understand and acknowledge that Zero Hash
and Zero Hash Liquidity Services 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 or Zero Hash
Liquidity Services; (ii) violates the terms of this User Agreement;
or (iii) is non-marketable.

9.3.
Order RoutingAll Orders will be routed to us by or through Business. By using the
Services, you understand and acknowledge that all Orders routed to
us by or through Business, which are placed on the Platform 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.

9.4.
Source of Funds; Destination of ProceedsZero Hash and Zero Hash Liquidity Services only authorize
Cryptocurrency Transactions using funds maintained in your Business
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.You understand and acknowledge that any proceeds from the sale of
cryptocurrency shall be returned to your Business Account, 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.

9.5.
Transaction LimitsYou understand and acknowledge that your use of the Services is
subject to a limit on volume (in USD 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 Users at our discretion.

9.6.
Transaction RecordWhen your Order is filled, Zero Hash, or Business on behalf of Zero
Hash, will send your confirmation (a “Transaction Receipt”)
through the Platform or to your email address associated with your
Account. We may choose, at our sole discretion and without prior
notice to you, to periodically consolidate Orders into a single
Transaction Receipt. Transaction Receipts shall contain any
information we may elect to include at our sole discretion or as
required by law.A record of your Cryptocurrency Transactions (“Transaction History”) conducted during the preceding twelve (12) months may be
available through your Account on the Platform.

Zero Hash maintains records of all Cryptocurrency Transactions for a
period of five years or as otherwise required by law.

9.7.
Right to OffsetIn the event that you fail to maintain sufficient funds in your
[Business Account] at the time an Order is filled, Zero Hash and
Zero Hash Liquidity Services 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 Zero Hash Liquidity Services. You
understand and acknowledge that if a failure to provide sufficient
funds results in an amount due and owing by you to Zero Hash
Liquidity Services (a “Negative Balance”), Zero Hash or Zero
Hash Liquidity Services shall have the right to (i) charge a
reasonable rate of interest on any such Negative Balance; (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 to Zero Hash or Zero Hash
Liquidity Services.

9.8.
CancellationsOrders may not be cancelled by You after they are filled.

9.9.
ErrorsYou are solely responsible for reviewing your Transactions Receipts
and for monitoring your Transaction History for any errors (or any
Potentially Fraudulent Activity, as outlined in Section
6.5). You understand and
acknowledge that if you have not received a Transactions Receipt or
an Order cancellation notice, you are responsible for notifying us
via email at [email protected] within 24 hours of the Trade. 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 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 24 hours of the time in which the applicable
Transaction Receipt was sent.You understand and acknowledge that Zero Hash and/or Zero Hash
Liquidity Services reserves the right, but has no obligation to, and
shall not be held liable should they, 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 Zero Hash Liquidity
Services, 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 Zero Hash Liquidity Services determines that a given
Cryptocurrency Transaction is an Erroneous Transaction, Zero Hash or
Zero Hash Liquidity Services 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.

9.10.
DowntimeEach of Zero Hash and Zero Hash Liquidity Services 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 Zero Hash
Liquidity Services’ 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 Zero Hash Liquidity Services 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.

9.11.
Trade CancellationYou 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 Cryptocurrency Order(s) in
order to fulfill and settle such Cryptocurrency Orders, and 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 Cryptocurrency Order(s) placed by you through the
Platform. Zero Hash shall not be responsible for any hypothetical or
alleged losses resulting from any delayed or canceled transaction.

9.12.
Force Majeure EventsZero Hash and Zero Hash Liquidity Services 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.

10.
Hosted Wallets

You hereby engage Zero Hash to act as custodian of any
cryptocurrencies that you obtain from Cryptocurrency Transactions.
Such cryptocurrencies shall be stored, on your behalf, by Zero Hash
in one or more omnibus Hosted Wallets. A Hosted Wallet is defined
herein as any software, application, service, device or tangible
object that is used to record and store the alphanumeric character
string that is required to transfer any cryptocurrency (each a “Private Key”) for cryptocurrencies that are associated with the Hosted Wallet.

Zero Hash shall track the balance and ownership of cryptocurrencies
purchased through the Services and stored in Hosted Wallets, and you
understand that you can view the balance of cryptocurrencies in your
Account through the Platform. 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 24-hours of the time any such error was identified.

10.1.
Third-party CustodianZero Hash may partner with a third-party custodian to store your
cryptocurrency on behalf of Zero Hash (“Wallet Provider”). In
such case, your balance(s) of cryptocurrency will be recognized by
Zero Hash in your Account.

10.2.
InsuranceAssets held at Zero Hash are not insured by the FDIC or SIPC. You
are solely responsible for maintaining insurance policies for
cryptocurrency stored by Zero Hash on your behalf. You acknowledge
and agree that Zero Hash does not make any promises or warranties
with respect to any insurance policies carried by Zero Hash or
Wallet Provider, and that you will not be able to make any claims
against any insurance policies carried by Zero Hash or Wallet
Provider.

10.3.
Hosted Wallet ManagementHosted Wallets includes those that are connected to the Internet or
other network or that are operating on a device that is connected to
the Internet or other network (“Hot Wallets”) and those that
are not connected to the Internet or other network or that are
operating on a device that is not connected to the Internet or other
network (“Cold Wallets”).Zero Hash will use both Hot Wallets and Cold Wallets to store the
Private Keys for cryptocurrencies that Zero Hash holds on your
behalf. The types of Wallets used and the manner and means of their
use will be determined at Zero Hash’s discretion based on its
then-current practices and procedures.

The blockchain address used by Zero Hash to hold any cryptocurrency
is not an indication of individual ownership of such cryptocurrency.

11.
General Terms of Service

11.1.
Self-Directed AccountYou understand and acknowledge that your Account is self-directed,
you are solely responsible for any and all Orders placed through
your Account, and all Orders entered by you are unsolicited and
based on your own investment decisions. You understand and
acknowledge that you have not received and do not expect to receive
any investment advice from Zero Hash, Zero Hash Liquidity Services
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 Zero Hash Liquidity Services
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, Zero Hash Liquidity
Services 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, Trades, 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, you
hereby understand and acknowledge that these materials are intended
for informational and educational purposes only and do not
constitute a recommendation by Zero Hash to enter into any
Cryptocurrency Transactions or to engage in any investment
strategies.

11.2.
CommunicationsYou understand and acknowledge that all notices and communication
with you will be through the Platform, your Account, or via an email
sent by Zero Hash, or by Business 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 communications, you agree to keep
your email address up-to-date and immediately notify us through the
Platform 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.

11.3.
TaxesYou understand and acknowledge that Zero Hash, Zero Hash Liquidity
Services or affiliates do not provide tax or legal advice. You
further understand and acknowledge that Zero Hash may report
Cryptocurrency Transactions and the proceeds from cryptocurrency
sales to the Internal Revenue Service 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
all taxes relating to your investments and other activity related to
this User Agreement, including with respect to any Cryptocurrency
Transactions related thereto. 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.

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

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

11.4.
Intellectual PropertyYou hereby acknowledge that we own all right, title and interest in
and to the documentation, procedures, requirements, conditions,
practices and guidelines for the use of Services, prepared by or on
behalf of Zero Hash and Zero Hash Liquidity Services 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 on 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:

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;
Copy, imitate or use, in whole or in part, any Covered Mark
without Zero Hash’s prior written permission;
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;
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;
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
Assist or encourage any third-party in engaging in any activity
prohibited under this User Agreement.

11.5.
Transaction DataZero Hash and Zero Hash Liquidity Services 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, Zero Hash
Liquidity Services 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, hereby consent to such use of Transaction Data. Any
such market data disseminated by Zero Hash, Zero Hash Liquidity
Services or any third-party service provider, shall be 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 Zero Hash
Liquidity Services or performance of the Services provided by Zero
Hash and/or Zero Hash Liquidity Services. Notwithstanding the
foregoing, you understand and agree that any and all data submitted
to Zero Hash and Zero Hash Liquidity Services 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, Zero Hash Liquidity Services, Business and you, 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.

11.6.
SeverabilityIf any provision of this User Agreement shall be adjudged by any
court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent
necessary so that this User Agreement shall otherwise remain in full
force and effect and enforceable.

11.7.
HeadingsThe headings and captions used in this User Agreement are used for
convenience only and are not to be considered in construing or
interpreting this User Agreement.

12.
Privacy Policy

Please refer to Business’ Privacy Policy at [link] 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 at
https://zerohash.zendesk.com/hc/en-us/articles/360009900494-Privacy-Policy-
for information about how we collect, use and disclose information
about you when you use the Services.

13.
Remedies for Breach; Remedies in General

In the event that you or your affiliates, and your or their
officers, managers, partners, directors, employees, independent
agents or contractors (collectively, your “Agents”) breach
any of your representations, warranties, agreements or covenants
set forth in this User Agreement or otherwise fail to comply with
the requirements of this User Agreement, any policies of Zero Hash
and/or Zero Hash Liquidity Services, including without limitation,
by giving Zero Hash and/ or Zero Hash Liquidity Services
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, Zero Hash Liquidity Services and their affiliates
resulting from any such breach by you or your Agents. Further, in
the event of such breach, Zero Hash, Zero Hash Liquidity Services
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, Zero Hash Liquidity
Services 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 Zero Hash Liquidity Services, you and such parties
will be jointly and severally liable for all resulting damages to
Zero Hash, Zero Hash Liquidity Services 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, Zero Hash Liquidity Services,
Business, 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, 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, or any other
services provided in connection with your Account, the Platform or
your use of the Platform; (ii) a breach by you or your Agents 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 in connection with this
User Agreement, the Services, any other services provided in
connection with your Account or the Platform; and (iv) any failure
by you or your Agents to comply with any laws, rules or
regulations applicable to you or them. 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 ZERO HASH LIQUIDITY SERVICES, YOUR USE OF THE ACCOUNT(S), AND
ANY OTHER SERVICES PROVIDED TO YOU IN CONNECTION THEREWITH ARE
PROVIDED BY ZERO HASH, ZERO HASH LIQUIDITY SERVICES ANDTHEIR
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, ZERO HASH LIQUIDITY
SERVICES 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, ZERO HASH LIQUIDITY SERVICES 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, Zero Hash Liquidity Services, 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,
your sending Orders for the purchase and sale of cryptocurrencies
to Zero Hash Liquidity Services, 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 Zero
Hash Liquidity Services, 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 Zero Hash Liquidity Services, their affiliates or any of
their officers, directors, managers, partners, employees or
independent agents or contractors. Further, none of Zero Hash,
Zero Hash Liquidity Services, 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 Zero Hash Liquidity
Services does not have direct control. Further, none of Zero Hash,
Zero Hash Liquidity Services, 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 to for the purchase or sale of
cryptocurrency from/to Zero Hash Liquidity Services, 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 ARRISE 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. Any
such arbitration shall be conducted in Chicago, Illinois 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 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. § 1et. 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 American Arbitration Association
(“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 Zero Hash Liquidity Services should be
addressed to:

Attn: General Counsel

Zero Hash LLC and Zero Hash Liquidity Services

[email protected]

Any Notice of Dispute sent to you by Zero Hash and/or Zero Hash
Liquidity Services 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 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”) 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.
Regardless of the manner in which the arbitration is conducted,
the arbitrator, upon the request of either party made prior to the
closing of the hearing (or, if there is no oral hearing, prior to
or along with submission of final documents to the AAA), will
issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the award, if any, is
based. Unless otherwise agreed by the parties, any award will be
rendered by the arbitrator not later than fourteen (14) days from
the date of the closing of the hearing or, if there is no oral
hearing, from the date of the AAA’s transmittal of the final
statements and proofs to the arbitrator in accordance with the AAA
Rules.

17.
Governing Law and Venue

You hereby agree that this User Agreement and your access to and use
of the Services will be governed by and construed and enforced in
accordance with the laws of the state of Illinois, 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 of the state of Illinois
and the United States, respectively, sitting in Chicago, Illinois.

18.
Legal

18.1.
RegulationZero Hash and Zero Hash Liquidity are registered with the U.S.
Department of Treasury Financial Crimes Enforcement Network
(“FinCEN”) as a money services business (“MSB”). As
registered MSBs, Zero Hash and Zero Hash Liquidity are subject to
the Bank Secrecy Act and its implementing regulations (collectively,
the “BSA”) 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
chose to insure any assets held on behalf of you, or any customer,
at Zero Hash.

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

18.3.
State Licenses and DisclosuresZero Hash is required to maintain licenses to engage in money
transmission activities in certain states, and these license
requirements may impact our provision and your use of certain
Services depending on where you live. 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. A list of Zero Hash licenses and corresponding required
disclosures and methods for filing complaints with the applicable
state regulatory can be found at
https://zerohash.zendesk.com/hc/en-us/articles/360008819314-State-Money-Transmitter-Disclosures-or
by searching for disclosures
here. which are incorporated by reference. If you have any questions
about the disclosures, contact us at
[email protected]
before using the services enumerated in this User Agreement.

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