TERMS OF SERVICE FOR ALLOCATION AND CONVERSION OF CRYPTO ASSETS VIA API

PLEASE READ THESE TERMS OF SERVICE FOR ALLOCATION AND CONVERSION OF CRYPTO ASSETS VIA API OF THE BADGER TECHNOLOGY COMPANY LIMITED (“Bitso International”, “Badger” “we”, “our”, “us”) (“TERMS”) CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR TRANSACTION SERVICES, YOU WILL BE DEEMED THAT YOU HAVE FULLY READ, UNDERSTAND AND ACCEPT ALL CONTENT WITHIN THESE TERMS AND REACHED AN AGREEMENT WITH BITSO INTERNATIONAL. YOU UNDERTAKE TO ACCEPT AND ABIDE BY THE TERMS AND SHALL NOT MAKE A PLEA OF ANY FORM FOR NOT READING THIS AGREEMENT.

These Terms together with Bitso International’s Terms of Service Risk Disclosure, Privacy Policy, Cookie Policy as well as any other policies published on the Applications are jointly the Agreement between you and Bitso International

1. Definitions and Rules of Interpretation

1.1 Parties agree that the rules of interpretation for this Agreement are the ones set forth in the definitions section and that all capitalised terms used herein shall have the respective meanings ascribed to them in the aforementioned appendix of this Agreement. Any capitalised term shall have the same meaning ascribed herein whether in singular or in plural, as a noun or a verb.

2. Purpose

The Parties agree that the purpose of this Agreement is for Bitso to perform the Transaction Services as instructed by Client and as detailed in the Order Form.

3. Transaction Services Description and Parties Obligations

3.1 As part of the Transaction Services, Bitso shall provide Client with the Transaction Services described in the respective Order Form jointly with local financial institutions and/or technology providers partners as applicable in each of the Territories the Client wishes to operate. 3.2 As long as the Agreement is in effect, Client is bound to the obligations set forth herein and the Obligations set forth in the Order Form (the “Client Obligations”). 3.3 Bitso reserves the right to suspend or terminate access to the Transaction Services should the Client fail to comply with any or all of the obligations set forth herein. 3.4 In consideration of the Parties’ obligations hereunder, Bitso shall provide the Transaction Services to Client as of the Effective Date contained in the corresponding Order Form. Bitso is only required to provide the Transaction Services in respect of the Client’s business as set out in this Agreement and its Appendixes and only to the extent permitted by Legal Requirement and on a commercial efforts’ basis. Considering that Bitso’s products and platforms are in constant development, cybersecurity or any other, Bitso may, at its sole discretion during the term of this Agreement, limit, suspend, modify or terminate the scope of the Transaction Services. 3.5 Client will not, either by themselves or by any other Party, permit its final Users to use or access the Transaction Services, directly or indirectly to: 3.5.1 engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorised manner the Transaction Services, servers, networks, data, or other properties of Bitso or of its service providers, suppliers or licensors; 3.5.2 do, or omit to do, anything which Bitso reasonably believes to be disreputable, or which is otherwise capable of damaging the reputation or goodwill of Bitso, or of its service providers, suppliers or licensors; 3.5.3 engage in any criminal, fraudulent, or other unlawful activity; 3.5.4 make the Transaction Services available to, or use any Transaction Services for the benefit of, anyone other than Client; 3.5.5 sell, resell, license, sublicense, distribute, rent or lease any Transaction Services except as explicitly permitted and/or provided for in this Agreement, or transfer any rights granted under this Agreement other than as set forth herein; 3.5.6 permit direct or indirect access to or use of any Transaction Services in a way that circumvents a contractual usage limit, or work around any of the technical limitations of the Transaction Services, or enable functionality that is disabled or prohibited, including imposing an unreasonable or disproportionately large load on the Transaction Services, as reasonably determined by Bitso; 3.5.7 access or attempt to access non-public Bitso systems, programs, data, or services; 3.5.8 copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Transaction Services, or Documentation; 3.5.9 modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Transaction Services, in whole or in part; or 3.5.10 perform or attempt to perform any actions that would interfere with the normal operation of the Transaction Services or affect the use of the Transaction Services by Users or other Clients of Bitso. 3.6 Client agrees that it has read, understands, and accepts all the terms and conditions contained in this Agreement, as well as, where applicable, Bitso’s Privacy Policy, Bitso’s Terms of Service, Bitso’s Cookies Policy and Bitso’s Risk Disclosure, all of which are incorporated by reference and shall be deemed as part of this Agreement. 3.7 Client may only perform Transactions when allowed to do so under this Agreement. Bitso reserves the right to not process any Transaction if it reasonably believes that the Transactions are not performed in connection with the aforementioned. 3.7.1 Bitso’s Right to Confirm Transactions. Bitso may refuse, limit, condition, or suspend without liability any Transactions that Bitso believes: (a) may violate the Agreement, any Legal Requirements, or other agreements Client might have with Bitso; or (b) may expose Client, Bitso, or others to risks unacceptable to Bitso. 3.7.2 Suspicious Transactions. If Bitso suspects or knows that Client or one of its Users are using, or has used, or it is benefiting or has benefited from the Transaction Services for purposes contrary to the terms of this Agreement or Legal Requirements, Bitso may share any information related to such activity with the appropriate financial institutions, Regulatory Authority, or law enforcement agency consistent with Bitso’s legal obligations. This information may include information about Client, Users, and Transactions made through Client’s and/or User’s use of the Transaction Services. The Client therefore acknowledges and agrees that Bitso is not obliged to execute any Transaction or provide any Service that Bitso considers, at its sole discretion, would breach any Legal Requirement. 3.7.3 Activity. Where Bitso incurs in any losses based on Transactions initiated by or on behalf of Client, or Users, Client shall be financially liable for such losses. Bitso may deduct such losses from any account or require Client to pay such losses to Bitso within two (2) Business Days of demand. The aforementioned will not be applicable in case that such losses are caused by gross negligence or wilful misconduct of Bitso. 3.8 The provision of Transaction Services are subject and limited to the Territory (or Territories) agreed by the Parties in the applicable Order Form and are specifically excluded from the Restricted Territories, as defined under this Agreement, Bitso’s Terms of Service and/or any applicable Legal Requirement.

4. Service, Adjustments and Modifications

4.1 Client agrees that Bitso shall not be responsible or liable to Client for any external, unpredictable or unavoidable conditions affecting the Transaction Services. Client represents and warrants that, as of the Effective Date and during the Term of this Agreement, it has reviewed and conducted and shall review and conduct such independent analyses, opinions and studies (including, without limitation, regulatory and legal studies and analyses concerning the securities, tax, e-money and/or banking regulatory implications that the Service may have on any jurisdiction applicable to Client) as it deems appropriate in connection with the Transaction Services. 4.2 Bitso shall do reasonable commercial efforts to make the Transaction Services available to Client pursuant to the terms of this Agreement. Except as otherwise provided in this Agreement, Bitso does not make any representation or warranty as to the quality, suitability or adequacy of the Transaction Services for any purpose or use. Client understands and agrees that the Service is expressly offered and received “AS IS”. 4.3 From time to time, Bitso may make changes to the Transaction Services which are necessary to comply with any Legal Requirement or other requirements which do not materially affect the nature or quality of the Transaction Services. If such changes lead to a material change in software, Bitso API, interfaces or operating procedures affecting the Client, Bitso will notify the Client as soon as reasonably practicable prior to their implementation. 4.4 Bitso may modify the provisions of this Agreement from time to time by giving the Client at prior written notice. For the avoidance of doubt, Bitso may make updates to the Bitso API or Transaction Services, which may require Client action to use the new or updated Bitso API or Transaction Services, including, but not limited to, the Client’s acceptance of additional terms.
4.5 Notwithstanding anything to the contrary herein, Bitso will not be required to perform any Transaction Services if (i) directed to cease performing all or part of the Transaction Services at the direction of a Regulatory Authority, or (ii) as a result of any change in applicable Legal Requirements prior or following the Effective Date, the performance of such Transaction Services would be a violation of any applicable Legal Requirements. Each of the Parties will promptly notify the other Party in writing if it becomes aware of any changes as contemplated by this Section, and the Parties shall promptly confer, in good faith, on what action may be taken to minimise the impact, on both Parties. Subject to compliance with this Section, neither Party shall be liable for the non-performance or delay in performance of its obligations under this Agreement to the extent such failure is due to a change contemplated in this Section.

5. Settlement and Service Charge

5.1 Parties agree that the economic arrangements and/or the consideration payable for the provision of the Transaction Services will be the ones established under the applicable Order Form. 5.2 All Taxes, assessments, cost, fees, charges and expenses arising out of this Agreement, the Order Form and/or the Transaction Services shall be for the account of the Party from whom said taxes, assessments, cost, fees, charges and expenses is due pursuant to applicable law and government regulations. 5.3 Any Taxes due by Client but charged to Bitso shall be reimbursed by Client and paid with any amount held by Bitso or directly paid by Client. 5.4 The Service charge shall be subject to review and amendment by the Parties from time to time as may be warranted by the circumstances.

6. Intellectual Property Ownership, Bitso Marks and Publicity

6.1 API Licensing. Bitso grants Client a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to electronically access and use the Bitso APIs solely for the purposes as set forth in this Agreement and any applicable Appendixes. Any other use of the Bitso APIs is expressly prohibited. Bitso and its licensors reserve all rights in the Transaction Services unless otherwise expressly stated herein. Client may not (i) claim or register ownership of the rights in the Bitso APIs on Client’s behalf or on behalf of others; (ii) sublicense any rights in the Bitso APIs; (iii) import or export any Bitso APIs to a Sanctions Target or to any Person, entity, or government in a Restricted Territory; (iv) use the Bitso APIs in a manner that violates this Agreement or any Legal Requirement; or (v) attempt to do any of the foregoing. If Client violates any portion of this Agreement, the license granted under this Section may be terminated at any time. All right, title, and interest in and to the Transaction Services, all related technology and improvements thereto, and any content created or derived from any of the foregoing, and any other Bitso intellectual property, product, or service is the exclusive property of Bitso and its licensors. Bitso may update, upgrade, enhance or modify Bitso API at its discretion at any time. Bitso will make best commercial efforts to ensure that any updates, upgrades, enhancements or modifications will not materially adversely affect Client or the Transaction Services. 6.2 Ideas. If Client submits and/or shares any changes, improvements, opinions, etc., about the Transaction Services provided by Bitso, Bitso will presume that Client’s submission was voluntary, unsolicited by Bitso, and delivered to Bitso without any restrictions or confidentiality obligations on Bitso’s use of the Ideas. Client hereby assigns all right, title, and interest in and to any Ideas Client submits to Bitso pursuant to this Section, whether or not the submitted Ideas are protectable by intellectual property laws of the jurisdiction of Client or Bitso. Client agrees that it will provide reasonable assistance in perfecting such assignment at the request of Bitso, at Bitso’s expense. Client also agrees that Bitso has no fiduciary or any other obligation to Client in connection with any Idea Client submits to Bitso, and that Bitso is free to use, copy, display, perform, distribute, modify and re-format the Ideas in any manner that Bitso may determine, without any attribution or compensation to Client.

7. Representations and Warranties

7.1 Both Bitso and Client represent and warrant to the other during the Term, and for so long as there are any outstanding obligations under this Agreement: 7.1.1 It has the complete power and authority to enter into this Agreement and to carry out its obligations hereunder, and that this Agreement constitutes a valid, binding and enforceable agreement of such Party; 7.1.2 The execution, delivery and performance of this Agreement will not violate the provisions of any agreement to which it is a party or by which it is bound; 7.1.3 The Client has previously and will consult all necessary legal, regulatory, financial, tax, accounting, compliance and/or any other independent professionals required to perform an analysis to enter and be bound into the terms and conditions set forth in this Agreement with Bitso and that during the term of this Agreement there is and shall not be any impediment, prohibition and/or restriction to receive the Transaction Services and perform its obligation as set forth herein; 7.1.4 The Client acknowledges that it has all required licenses, authorizations and/or permits required to enter into this agreement with Bitso and receive the Transaction Services set forth herein; 7.1.5 The Client acknowledges for the activities/business that it carries out in the Territory and for the Users it has no limitation to receive the Transaction Services or, if required, has obtained all the required financial licenses, authorizations and/or permits, where applicable. 7.1.6 Client shall obtain the required financial license if the Transaction Services or activities carried out by Client fall into any new issued financial regulation. Nevertheless, Client acknowledges that it shall provide sufficient notice and update Bitso immediately if Client’s license is revoked, modified or suspended or if it is required for the Transaction Services or activities performed by Client by reason of new regulation; 7.1.7 In compliance with the applicable regulation in the Territory, the Client has AML and CFT policies in place and performs directly a sufficient and complete KYC Obligations and Client identification programs (including AML and CFT) to its Users and performs further AML and CFT screenings from time to time as required by Client’s applicable regulation; 7.1.8 The business that the Client carries out is specifically going to be carried out in the Territory, thus are not going to be offered or rendered in Restricted Territories and it has policies in place to avoid that any of its Users are from Restricted Territories; 7.1.9 The Client acknowledges that it is only subject to the regulation of the Territory and no other financial or tax regulation of a different territory applies to the activities it carries out and, therefore, acknowledges that the Transaction Services specified in this Agreement shall not be subject to any financial or tax regulation not stated in this paragraph; 7.1.10 Its employees, service providers, contractors and agents will at all times act consistently with the terms of this Agreement; and 7.1.11 All information provided to the other Party hereunder is, to its knowledge, true and accurate. 7.2 Client represents and warrants to Bitso during the Term and for so long as there are any outstanding obligations under this Agreement that: 7.2.1 It fully understands and agrees that the Receiving Account will be managed by Bitso or any other third party designed for such purposes by Bitso; but the beneficiary of said account will be the Client; 7.2.2 If applicable, Client will obtain authorization from Users for all Transactions, and for the use of any data obtained through or used with the Transaction Services, by Client, Client’s employees, and service providers; 7.2.3 Client will not use the Transaction Services or permit the use of Transaction Services by Users in a manner that is fraudulent, unlawful, deceptive or abusive; 7.2.4 Client will not levy any surcharges that violate any Legal Requirement; 7.2.5 Client’s performance hereunder, and under any Client agreements with its Users and any Client privacy policies presented to Users and/or any other document that contains rights or obligations among such parties, are compliant with Legal Requirements and are not inconsistent with the terms of this Agreement; 7.2.6 Neither Client nor any User is or will be a Sanctions Target; 7.2.7 Client will not engage in Transactions involving or benefitting any Restricted Territories or Sanctions Targets; and 7.3 Bitso represents to Client during the Term and for so long as there are any outstanding obligations under this Agreement that: 7.3.1 The Transaction Services will be performed in a professional manner, consistent with generally accepted industry standards, and that the Transaction Services will substantially conform with their Documentation; and 7.3.2 Bitso has obtained and shall maintain all licenses necessary to provide the Transaction Services and otherwise perform under this Agreement.

8. Term and Termination and Effect of Termination

8.1 Without prejudice to any other rights and remedies available to it under this Agreement, Client may at any time terminate this Agreement by written notice to Bitso if: 8.1.1 Bitso commits a material breach of any of its obligations under this Agreement which is not capable of remedy, or if capable of remedy, is not remedied to the Client’s reasonable satisfaction within sixty (60) calendar days of service of a notice requiring such remedy; 8.1.2 Bitso becomes Insolvent; 8.1.3 Bitso ceases, or there is a reasonable likelihood of it ceasing, to carry on all or a material part of its business, except for the purpose of a bona-fide solvent reconstruction, amalgamation, reorganisation, merger or consolidation; 8.1.4 The provision of the Transaction Services is deemed unlawful by any Regulatory Authority; or 8.1.5 The Client is required to do so under a Legal Requirement. 8.2 Without prejudice to any other rights and remedies available to it under this Agreement, Bitso may at any time terminate this Agreement, or suspend the provision of any Service, by written notice to Client, as permitted, if: 8.2.1 Client commits any breach to this Agreement, Bitso Terms of Service (where applicable) or any other agreement it has with Bitso; 8.2.2 If Client commits a breach or fails to comply with any and all of the representations given under Section 7 above, at Bitso’s sole discretion if said breach is deemed capable of remedy, Bitso may grant Client with a cure period to remedy such default which shall not be any longer than 30 days. For the sake of clarity all remedies to Client’s breaches may be granted at the sole discretion of Bitso and does not imply a waiver to any other kind of remedy or even the termination of this Agreement; 8.2.3 Client becomes Insolvent; 8.2.4 There is an occurrence of any circumstance, event or series of circumstances or events that, to Bitso’s reasonable judgement, materially adversely affects Client’s ability to meet its current or future liabilities (or potential liabilities) or obligations under this Agreement; 8.2.5 Client ceases, or there is a reasonable likelihood of it ceasing, to carry on all or a material part of its business, except for the purpose of a bona-fide solvent reconstruction, amalgamation, reorganisation, merger or consolidation; 8.2.6 Bitso (a) is required to do so under Legal Requirement, by direction of a Regulatory Authority, including any action or made statements, orders, requests, directives or demands regarding the activities of Client, its Users, or another Person operating in the same industry, (b) Bitso reasonably determines, in its sole discretion, that that Client is engaged in an activity that causes a significant risk of reputational harm to Bitso, including due to any changes to the information provided, or (c) reasonably believes in its sole discretion that this Agreement or the performance of it, or Client’s activities may be contrary to Legal Requirements or Sanctions; or (d) Bitso reasonably determines, in its sole discretion, to suspend or terminate the offering of the service, to the Client or collectively to all Clients, depending on some variables in the country where Client operates or its segment of business; and 8.2.7 There is a withdrawal or termination of any license, permission or authorisation required to operate the Client’s business. 8.3 Client will inform Bitso immediately upon becoming aware of the occurrence of any event that may imply a breach of the Client’s obligations under the Agreement. 8.4 Effects of Termination. 8.4.1 In the event this Agreement terminates, any unpaid consideration or amount owed to Bitso under this or any other Agreement shall become immediately payable. Bitso shall, at its entire discretion, liquidate all of Client’s balance in any Crypto Assets at the then-available market prices and deposit the balance (minus any taxes, charges, fees or other concepts applicable) to any account held by Client. In no event will termination of this Agreement relieve the Client of Client’s obligation to pay any amount payable to Bitso. 8.4.2 Except as otherwise provided in this Agreement, upon termination or expiration all rights and obligations of the Parties under this Agreement will immediately cease and terminate, and no Party will have any further obligation to the other Party with respect to this Agreement; provided, however, that all provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive termination or expiration of this Agreement. 8.4.3 Each Party should instruct the other Party the accounts to deposit any outstanding asset or currency held by the other Party at the moment of termination. 8.4.4 The representations and warranties of the Client and the agreements and covenants set forth in this Agreement shall survive the termination hereunder. The Client agrees to indemnify and hold harmless Bitso and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Client of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

9. Risk Management and Screening

9.1 Client must implement and maintain a comprehensive AML/CFT program, including policies, procedures, and controls that are reasonably designed to prevent the use of Transaction Services to facilitate money laundering or the financing of terrorist activities, even when Client may not be regulatorily and/or legally required to implement such programs. Bitso reserves the right to judge, approve or request Client to modify or enhance any of the aforementioned programs in order to meet and guarantee at least Bitso’s own regulatory and compliance standards. 9.2 Bitso has exclusive authority to review such programs and their implementation in order to determine at any time whether a Client is in compliance with these requirements, and to ensure that the implementation of these programs does not result in material risks, changes, or inconsistencies with Bitso’s standards. The Client must cooperate with periodic reviews and any other efforts undertaken by Bitso to evaluate such Client’s compliance with the AML/CFT requirements. As part of a periodic review, Bitso, its partners, affiliated entities, or its providers or third parties involved with the provision of the Transaction Services may subject a Client and/or any of its Users to enhanced due diligence procedures which may include on-site examinations and/or the use of a third-party reviewer. Any such examination is at the expense of the Client, and a copy of the examination results must be provided promptly to Bitso upon request, within a period that should not exceed 30 days after receiving notice by Bitso.
9.3 Client acknowledges that at any time and without prior notice, Bitso may block, cancel, liquidate, sell, put at the disposal of any competent authority and/or return any amounts (whether fiat or Crypto Assets) of Client that at its sole discretion determines that it has failed to comply with the applicable AML/CFT standards. 9.4 In addition to any KYC Obligations, Bitso may require Client to establish certain criteria for accepting Users, consistent with Bitso’s and the local entities programs for risk management and screening Users. Bitso has ultimate discretion regarding its risk and compliance decisions, including any decision of whether to provide all or a subset of Transaction Services to any User, or to suspend or terminate the provision of all or a subset of Transaction Services. Moreover, at any time and without prior notice, Bitso at it sole discretion may determine or impose Client’s implementation of conditions on, require additional actions and/or KYC Obligations to be performed by Client. 9.5 To the extent permissible under Legal Requirements, Client shall promptly notify Bitso if it becomes aware of a User engaging in any fraudulent, unlawful, deceptive or abusive activity. Once notified, each Party shall use commercially reasonable efforts to promptly determine whether to terminate or suspend any such User’s access. 9.6 Client is required to take steps and implement programs to prevent fraudulent activity by the personnel acting on their behalf and in its own Users network. In no event Bitso shall be responsible or is required to perform additional actions to prevent fraudulent activities.

10. Audit

10.1 Client shall fully cooperate with, and submit to, any examination, inquiry, information request, site visit, or the like, to the extent required by any Regulatory Authority with audit examination or supervisory authority over Bitso or its service providers, to the fullest extent requested by such Regulatory Authority. Client shall use best efforts to require that each of its service providers complies with the foregoing requirements. 10.2 A Client may at any time be subject to non-compliance assessments or audit. These procedures and non-compliance assessments are in addition to enforcement rights available to Bitso under other provisions of this Agreement, or through other legal or administrative procedures. Bitso may in its sole discretion determine to suspend or permanently put on hold or terminate the Transaction Services with respect to a Client that has demonstrated repeated and willful violation of the terms and conditions set forth herein. 10.3 A non-compliance assessment or audit may be required by Bitso on the Client at any time and at Bitso’s sole discretion or when Bitso determines that Client has failed to comply with any of the obligations set forth herein or any legally applicable requirement. For Bitso to determine that a non-compliance assessment or audit is required, Bitso shall notify Client that it has suspected that Client has violated or has not complied with the terms and conditions set forth herein. After the Client receives the notification, it shall provide to Bitso within (5) five business days all Bitso’s required information. Once Bitso has received such required information Bitso shall validate and assess the merits of the case and, at its sole discretion, determine if Client has violated or not complied with the terms and conditions set forth herein. The Client shall be responsible for paying all audits or non-compliance assessments, regardless of whether it absorbs the cost of the assessment, passes the cost on, or includes the cost in billing its Users. The Client must not represent to its Users that Bitso imposes any non compliance assessment on its Users. Bitso shall have all authority and determination powers to impose any non-compliance assessments or audits (being Client responsible of its costs) without prior notification if Bitso at its sole discretion is suspicious that (i) Client has failed to meet its KYC Obligations set forth herein or in the applicable regulation; (ii) any of Client representations and/or warranties is false or no longer valid; and (iii) in the event there is failure to meet any applicable Legal Requirements.

11. Liability; Disclaimer of Warranties

11.1 Nothing in this Agreement will operate to exclude or limit a Party’s liability: (i) for such Party’s fraud or fraudulent misrepresentation; (ii) for death or personal injury resulting from such Party’s negligence; (iii) (in the case of the Client) to pay any Fees or other monetary amounts due under this Agreement; or (iv) to the extent that it cannot be lawfully excluded or limited. 11.2 Except as expressly set out in this Agreement, Bitso hereby excludes all warranties, conditions, terms, obligations, undertakings and representations, whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose) to the fullest extent permissible by Legal Requirement, and Client hereby waives irrevocably any rights or remedies it may otherwise have had in respect of any of the same. 11.3 Neither Party will be liable for any failure to perform (nor any defective or delayed performance of) any of its respective obligations under this Agreement, if and to the extent that such failure, defect or delay is due to: (i) other Party’s breach of this Agreement, negligent, wrongful or bad faith acts or omissions; (ii) a suspension of any Transaction Services under or in connection with Sections 8.2 or 8.3; (iii) Bitso complying with any of its obligations under any Legal Requirements; and/or (iv) any deferment, withholding or deduction under or in connection with the Transaction Services. 11.4 Except as otherwise set forth in this Agreement, Bitso shall not be liable for any charges, taxes or losses suffered by Client which arises directly or indirectly from its compliance with any Transaction, or any of the data received by Bitso being inaccurate or incomplete. Without prejudice to the foregoing, Bitso may make reasonable efforts to recover funds lost in an erroneous or misdirected Transaction resulting from such inaccurate or incomplete data, and Bitso may charge Client for any such efforts. 11.5 SUBJECT TO SECTION 11.1, UNDER NO CIRCUMSTANCES BITSO SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DIMINUTION IN VALUE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER THE CLIENT HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY IN CIRCUMSTANCES WHERE BITSO’S LIABILITY TO THE OTHER IS DUE TO A BREACH OF CONFIDENTIALITY OBLIGATIONS OR DAMAGES ARISING OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INTENTIONAL BREACH, OR FRAUD. 11.6 WITH THE EXCEPTION OF SECTIONS 11.1 AND 11.5, IN NO EVENT BITSO’S AGGREGATE LIABILITY TO THE CLIENT OR TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

12. Indemnification

12.1 Client agrees to defend, indemnify, and hold harmless Bitso from and against any Claim where such Claim is caused by User or Client or to the extent that such Claim arises out of or relates to (i) Client’s breach of this Agreement, (ii) any Transaction, (iii) a Security Breach, (iv) Client’s breach of any Legal Requirement, or (v) the Client’s gross negligence or wilful misconduct. 12.2 Bitso agrees to defend, indemnify, and hold harmless subject to the provisions, limitations and conditions provided under the Agreement Client from and against any Claim to the extent that such Claim arises out of or relates to (i) Bitso’s breach of Section 7.3, (ii) a Security Breach, or (iii) a claim that the Transaction Services, or Bitso’s provision of the Transaction Services to Client, violate the intellectual property rights of any third party. 12.3 In the event of either Party’s indemnification for a Security Breach, the obligation to indemnify includes reimbursement to the other Party for the direct, actual and documented costs of any notice and related mitigation measures as a result of the Security Breach under Legal Requirements. 12.4 Neither Party’s indemnification obligations under this Agreement shall apply to the extent such Claim(s) have arisen from the other Party’s acts or omissions, or from the other Party’s, their Affiliates’ or service providers’ breach of any provision of this Agreement or another agreement between the indemnifying Party and a User, or failure by the other Party to comply with applicable Legal Requirements.

13. Confidentiality

13.1 Confidential Information. Each Party agrees: (i) to maintain the other Party’s Confidential Information in strict confidence and to take at least reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the receiving Party employs with respect to its own similar Confidential Information); (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the purposes set forth in this Agreement for a period of three (3) years after termination of the Agreement. 13.1.1 Each Party may disclose the other Party’s Confidential Information to its Service Providers, employees, and consultants who have a bona fide need to know such Confidential Information for the purposes set forth in this Agreement, but solely to the extent necessary to pursue such purpose and for no other purpose; provided, that each such Service Provider, employee, or consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement, and provided that each Party is and remains responsible for the acts and omissions of its Service Providers, employees, and consultants hereunder. 13.2 Exceptions. The obligations and restrictions in Section 13.1 will not apply to any information or materials that the receiving Party can show: 13.2.1 Were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving Party; 13.2.2 Were rightfully known by the receiving Party prior to receiving such information or materials from the disclosing Party; 13.2.3 Are rightfully acquired by the receiving Party from a third party who has the right to disclose such information or materials; or 13.2.4 Are independently developed by the receiving Party without access to any Confidential Information of the disclosing Party. 13.3 Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any Legal Requirement; provided, the disclosing Party notifies the other, to the extent legally permissible, of the information to be disclosed as early as reasonably practicable before the disclosure and takes all reasonable action to avoid or limit the disclosure. 13.4 Return of Confidential Information. Except as otherwise provided in this Agreement or agreed by the Parties, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party or destroy all Confidential Information of the other Party in its possession or control; provided that (i) to the extent necessary, a Party may retain one (1) copy solely for compliance with Legal Requirements, and (ii) in the event of a termination pursuant to Section 8.2.1 or 8.3.1 or 8.3.2, either Party may retain copies of the other Party’s Confidential Information for purposes of any disputes relating to such termination. 13.5 No License. Except as otherwise stated herein, (i) all Confidential Information remains the sole and exclusive property of the disclosing Party, and (ii) each Party acknowledges and agrees that nothing in this Section 13 will be construed as granting any rights to the receiving Party, by license or otherwise, in or to any Confidential Information of the disclosing Party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing Party, except as specified in this Agreement.

14. Other Provisions

14.1 Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of Gibraltar. The sole and exclusive jurisdiction and venue for resolving disputes, whether by arbitration or otherwise, arising under or otherwise concerning this Agreement shall be the competent courts of Gibraltar. Each Party hereby submits to the jurisdiction of the courts and any applicable arbitral body located within Gibraltar with respect to any action or legal proceeding concerning this Agreement and irrevocably waive any objection concerning the jurisdiction or venue of any such action or proceeding brought in such courts or arbitral body or that such courts or arbitral body are an inconvenient forum. 14.2 Signatures. This Agreement shall be signed by duly authorized signatories of both Parties and shall enter into effect once both parties signed it. This Agreement may be executed by one or more counterparts, each of which shall be deemed to constitute an original copy hereof and all of which, when taken together, shall be deemed to constitute one and the same. Facsimile and electronic (e.g. docusign or adobe sign) signatures shall be as effective as original signatures. 14.3 Notices. Except as otherwise specified in this Agreement, all notices hereunder shall be in writing and shall be effectively given upon: (i) personal delivery, (ii) delivery of certified or registered mail, (iii) by courier service, or (iv) by email (provided that email shall not be sufficient for notices of termination or arbitration). Notices shall be deemed to have been given, delivered and received upon receipt or attempted delivery (if receipt is refused), as the case may be, and (x) the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused, and (y) one Business Day after the email is sent. Notices to each Party shall be addressed to the relevant contact designated in this Agreement or any Appendix or Schedule, or to such other addresses that either Party may provide by appropriate notice under this section or in an amendment to this Agreement. The provisions of this clause will not apply, in the case of service of court documents, to the extent that such provisions are inconsistent with the Civil Procedure Rules. 14.4 Entire Agreement and Amendments. This Agreement constitutes the entire agreement between the Parties regarding the matters herein, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter Except as otherwise provided in this Agreement, this Agreement shall not be deemed or construed to be modified, amended, or waived, in whole or in part, except as set forth herein or by a separate written agreement duly executed by the Parties to this Agreement. 14.5 Assignment. Parties agree that only Bitso may assign this Agreement, its rights and/or its obligations to Affiliates or a related party, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without the need of Client’s prior written consent. Client may not assign this Agreement, its rights and/or any of its obligations without Bitso’s prior written consent. 14.6 Relationship of the Parties. The Parties acknowledge and agree that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust between the Parties, and that all Transaction Services are provided by Bitso as an independent contractor. Each Party may not, and may not attempt to make any representation, warranty or commitment on behalf of the other Party. 14.7 Waiver, Severability. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 14.8 Force Majeure. Each Party’s obligation to comply with their obligations hereunder shall be suspended during the period and to the extent that such Party is prevented or hindered from complying with such obligation to any Force Majeure Event. Relevant Party will promptly notify the others in writing of any Force Majeure Event affecting the compliance of its obligation, and the Parties shall promptly confer, in good faith, on what action may be taken to minimize the impact, on both Parties, of such Force Majeure Event. Notwithstanding the foregoing, neither Party shall be liable for the non-performance or delay in performance of its obligations under this Agreement to the extent such failure is due to a Force Majeure Event. Any suspension of any Party’s obligation to comply with their duties hereunder shall be in effect for no longer than is required by the Force Majeure Event. 14.9 Material Risks. Recipient acknowledges the following material risks associated with Crypto Assets: 14.9.1 Crypto Assets are not legal tender, are not backed by any government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. 14.9.2 Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Crypto Assets. 14.9.3 Transactions in Crypto Assets may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. 14.9.4 Some Crypto Assets transactions will be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated. 14.9.5 The value of Crypto Assets may be derived from the continued willingness of market participants to exchange Fiat Currency for Crypto Assets, which may result in the potential for permanent and total loss of value of a particular crypto asset should the market for that crypto asset disappear. 14.9.6 There is no assurance that a person who accepts Crypto Assets as payment today will continue to do so in the future. 14.9.7 The volatility and unpredictability of the price of Crypto Assets relative to Fiat Currency may result in significant loss over a short period of time. 14.9.8 The nature of Crypto Assets may lead to an increased risk of fraud or cyber-attack. 14.9.9 The nature of Crypto Assets means that any technological difficulties experienced by Bitso or the Client may prevent the access or use of Client’s Crypto Assets. 14.10 Language. All notices or communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

15. Definitions.

• “Affiliate” means any entity Controlling, Controlled by, or under common Control with a Party.
• “Agreement” means this Commercial Agreement for Allocation and Conversions of Crypto Assets via API and its Appendixes and exhibits and schedules hereto, as they may be amended from time to time.
• “AML” means Anti-money Laundering.
• “Appendix” means any and all the appendix, exhibits and/or schedules to this Agreement.
• “Business Day” means any day other than a Saturday, Sunday, or public holiday, on which banks are open for normal business in Gibraltar.
• “Bitso” or “Bitso International” has the meaning set forth in the Order Form. “Bitso Terms of Service” means Bitso’s Terms of Service, located at https://bitso.com/legal/GI/terms.
• “CFT” means Combating Financing Terrorism.
• “Claim” means any third-party claim, suit, demand, loss, liability, damage, action, or proceeding.
• “Confidential Information” means any information or materials disclosed by one Party to the other Party that: (i) if disclosed in writing or in the form of tangible materials, is or was marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is or was identified as “confidential” or “proprietary” at the time of such disclosure; and/or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgement would understand to be confidential or proprietary. The terms of this Agreement and the Appendixes shall be considered the Confidential Information of the Parties.
• “Control” means in respect of a Party, the exercise, or ability to exercise or entitlement to acquire, direct or indirect control over such Party by means of ownership, contract or otherwise. Said definition shall include the derivatives “Controlling” and “Controlled by”.
• “Client” has the meaning set forth in the preamble of this Agreement.
• “Destination Account” means the Client’s account where the Crypto Assets and/or Fiat Currency shall be allocated as instructed by the Client
• “Documentation” means resources and materials related to the Transaction Services that Bitso makes available to Client through the current versions of Bitso’s support pages and portals.
• “Effective Date” means the last date in which this Agreement is signed by the Parties.
• “Fiat Currency” means any currency issued, supported and recognized by any government as the official payment method in that country.
• “Force Majeure Event” means, in relation to a Party, an event or circumstance beyond the reasonable control of that Party or a permitted subcontractor or agent that fully impairs the compliance with the obligations under the Agreement.
• “Ideas” has the meaning described in Section 6.2 of the Agreement.
• “Instruction” means a Client instruction made through Bitso APIs in which the Client’s delegated personnel, once having entered the required credentials and passwords, request Bitso to: (i) execute any Transactions and deposit the outcomes of such Transactions in the Receiving Account or; (ii) execute any Fiat Currency withdrawal in the Bitso Account.
• “Insolvent” means any of the following events: (a) a Party ceases to, or takes steps to cease to, conduct its business in the normal manner; (b) a Party enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them; (c) a Party is unable to pay its debts when they are due or is deemed under Legal Requirement to be insolvent; (d) a liquidator or provisional liquidator is appointed to the Party or a receiver, receiver and manager, official manager, administrator, trustee or similar official is appointed in respect of the Party or over any of the assets or undertakings of the Party; (e) an application or order is made, or a resolution is passed, for the winding up of a Party; or (f) anything analogous or having substantially similar effect to any of the above occurs, in any relevant jurisdiction.
• “KYC Obligations” means the necessary know-your-Client obligations, as specified under Legal Requirements.
• “Legal Requirement” means applicable federal, state, and local laws, statutes, and regulations, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any Regulatory Authority or any competent court, including Privacy Laws, Sanctions, and all foreign laws regarding the same, relating to this Agreement or otherwise applicable to either of the Parties, as the same may be amended and in effect from time to time.
• “Party” or “Parties” has the meaning set forth in the preamble of the Order Form of this Agreement.
• “Person” means a natural person, partnership, limited liability partnership, corporation, limited liability company, trust, , unincorporated association, joint venture, or other entity or any federal, state, or local government, agency, commission, department, or instrumentality.
• “Privacy Laws” means all Legal Requirements concerning privacy, data security, or data protection or Personal Data or Personally Identifiable Information that apply to the Parties and their activities under this Agreement, including applicable EU and UK DP Law, Gramm-Leach-Bliley Act and its implementing regulations, and applicable state, federal and international laws.
• “Regulatory Authority” means any governmental, regulatory authority or law enforcement department, court, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange, central bank, card network, or card network operators ) that any of the Parties thereof submit to or are subject to the jurisdiction of in respect of this Agreement, and any successor or replacement of any of the foregoing.
• “Restricted Territory” means a region, territory or country subject to Sanctions and/or any territory that Bitso identifies as such on Bitso Terms of Service.
• “Sanctions” means any Legal Requirement imposing sanctions, restrictions, or prohibitions on financial transactions or other business dealings that is administered or enforced by the U.S. Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and including designation as a “specially designated national” or blocked person), the United Nations Security Council, the European Union and all other relevant international sanctions authority, including any executive orders issued in relation to the imposition of sanctions.
• “Sanctions Target” means any Person that is (i) included on any list of designated persons maintained by any Regulatory Authority pursuant to Sanctions, (ii) organized, located or resident in a Restricted Territory, or (iii) otherwise the target of any Sanctions such that a Person is prohibited from dealing with such Person, including as a result of being owned or controlled by any Person or Persons described in the foregoing subsection (i) or (ii).
• “Security Breach” means (i) in the case of Client, any actual or suspected unauthorized access to, use or disclosure of Client Transaction Data or User Transaction Data, or personally identifiable information in a Client’s possession, custody or control (or in the possession, custody or control of any Affiliate, agent or Service Provider of Client), except if caused by Bitso or its Affiliates, agents or Service Providers, (ii) in the case of Bitso, any actual or suspected unauthorized access to, use or disclosure of Client Transaction Data or User Transaction Data, or personally identifiable information in Bitso’s possession, custody or control (or in the possession, custody or control of any Affiliate, agent or Service Provider of Bitso), except if caused by Client or its Affiliates, agents or Service Providers, and (iii) in the case of either Party, any actual or suspected security incident of its system or network or data breach that has or could impact the confidentiality of Client Transaction Data or User Transaction Data, result of theft or fraud, or materially impacts the delivery or receipt of the Transaction Services.
• “Service Provider” means any third party, other than an Affiliate of a Party, engaged to provide a service on behalf of a Party in connection with this Agreement, including (i) in the case of Bitso, liquidity providers and (ii) in the case of Client, any technology service providers used to process directly or indirectly, Transaction instructions as contemplated hereunder. Client’s performance of the KYC Obligations shall not cause the Client to be viewed as a Service Provider to Bitso.
• “Transaction Services” has the meaning set forth to such term under the respective Order Form.
• “Taxes” means any federal, state, local municipal or other government taxes of any kind whatsoever of any jurisdiction whether national or international, or other governmental taxes, duties, levies, fees, excises or tariffs, arising out of or in connection with the transactions contemplated by this Agreement, whether currently existing or hereafter imposed and including any penalties, interest or additions thereto, including, without limitation, (a) any U.S. state or local sales or use taxes or any value added tax or business transfer tax, (b) any such taxes imposed or assessed after the date this Agreement is terminated, and (c) any taxes similar to or in the nature of any taxes, duties, levies, fees, excises or tariffs that are described in subsections (a) through (b) of this definition, excluding in each case, any income tax relating to any fees imposed on either Party, which shall be the financial responsibility of the respective Party.
• “Territory” means the specific countries where Bitso or its local partners operate and Client decides to transact the Transaction Services, as defined in the Order Form.
• “Term” means the term that will occur from the first Effective Date to the date the Agreement terminates in terms of Section 8.
• “Transaction” means any transaction under the Transaction Services, including without limitation, transactions involving Crypto Assets and/or Fiat Currency.
• “Users” means the end users and/or Clients of the Client.
• “User Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’).