Terms of Use

Last Updated: 4 September 2025

These Terms of Use govern the “USP”, “PIKU” and “sPIKU” Tokens (will be referred as “Platform Tokens”) and the Platform Services (each as defined below).

By minting and redeeming USP; claiming, staking PIKU; unstaking, delegating, using as voting power sPIKU (whether through the Platform or otherwise) howsoever, and using any of the Platform Services (each as defined below), you acknowledge that you have read, understand, and completely agree to be bound by these Terms and agree that any minter, redeemer, purchaser or holder of a Platform Tokens shall be subject to these Terms. If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase, transfer, acquire or use Platform Tokens (whether through the Platform or otherwise), (b) and do not access or use any of the Platform Services. These Terms may be amended, changed, or updated at any time and without prior notice to you.

These Terms apply to users of the piku.co and the frontend web application located at https://[app.piku.co] (all web pages at such address and derivatives of such address are referred to as the “Platform”).

These Terms will continue to apply to you in respect of all services on the Platform. By minting and redeeming USP; claiming, staking PIKU; unstaking, delegating, using as voting power sPIKU or other Virtual assets through the Platform, transferring Platform Tokens into an eligible Virtual Wallet, voting for resolutions on the Platform or using, benefiting, participating or engaging with any other utility, function, service or activity offered or to be offered on the Platform (collectively or individually, the “Platform Services”), the user (referred to herein as “you” or “your”) agrees to these Terms and that any purchaser or other transferee of the Platform Tokens shall be subject to these Terms.

USP Redeem Fee and Privacy Policy is incorporated into these Terms by reference.

These Terms, together with the incorporated materials, constitute the entire agreement and understanding between you and Morini Limited, “the Firm” (together with any successors or assignees, a British Virgin Islands company having its place of business at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands (each of you and The Firm being a “Party” and collectively, the “Parties”).

The access or use of the Platform and any of the Platform Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.

1 Interpretation

1.1 Definitions

In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

“Accepted Stablecoins” means USDC that allows minting USP in the Platform;

“Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;

“AML” means anti-money laundering, including, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Virtual asset, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;

“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;

“Beneficial Owner” means any person who owns more than a 25 percent interest (25%) in any legal person or affiliate;

“CTF” means counter-terrorist financing;

“Virtual Wallet Address” means an alphanumeric identifier that represents a potential destination for a virtual asset transfer, which typically is associated with a user’s Virtual Wallet;

“Virtual Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Virtual asset;

“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any applicable Laws;

“FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;

“FATF” means the Financial Action Task Force;

“FIA” means the Financial Investigation Authority of the British Virgin Islands;

“Fiat” means the money or currency of any country or jurisdiction that is:

(a) designated as legal tender; and,

(b) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;

“Gas Fee” means any transaction fees for every transaction that occurs on the Platform on-chain through public blockchains;

“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;

“Government Approval” means any authorisation, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Platform Services or any transaction entered into under these Terms;

“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any person who is acting in an official capacity for any of the foregoing, even if such person is acting in that capacity temporarily and without compensation;

“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you, the Platform, Platform Tokens, or the Platform Services;

“Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;

“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;

“Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organisation, group, or entity (whether or not having separate legal personality);

“Personal Information” has the meaning set out in the Privacy Policy;

“Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People’s Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People’s Republic (a region of Ukraine);

“PikuDAO” means a decentralized autonomous organization that governs the treasury and strategic direction of the Platform. Following the minting USP, the USDC reserves collected are allocated into different backing strategies based on proposals approved through on-chain governance. sPIKU holders may either vote directly on such proposals or delegate their voting power to a trusted delegate. By participating in governance —whether through active voting or delegation— members contribute to shaping the token strategy of USP and may earn rewards that reflect their level of participation and voting power.

“Prohibited Person” means:

(a) citizen or resident of, Government or Government Official of, or person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and

(b) any Sanctioned Person;

(c) any person that Morini Limited or PikuDAO determines with its sole discretion who must not access or use any of the Platform Services.

“Privacy Policy” means the privacy policy specified on the web page piku.co and [https://[app.piku.co];

“Prohibited Use” has the meaning set out in Paragraph 8 of these Terms;

“Platform Tokens” means each of “USP”, “PIKU” and “sPIKU”;

“PIKU” means the Virtual asset available for sale and redemption at the Platform from time to time and further described in these Terms;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organisation or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), United States and the United Nations;

“Sanctioned Person” refers to any person or Virtual Wallet Address that is:

(a) specifically listed in any Sanctions List;

(b) directly or indirectly owned 50 percent (50%) or more by any person or group of persons in the aggregate, or a Virtual Wallet associated with such person or persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or

(c) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalised under applicable Economic Sanctions, AML, or CTF Laws;

“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including FATCA and CRS;

“Terms” means these terms and conditions of sale and service, as they may be changed, amended, or updated from time to time, including the Privacy Policy;

“USDC” means the Virtual asset known as USD Coin.

“USDT” means the Virtual asset known as Tether.

“USP” means the Virtual asset available for minting and redemption;

“Virus” means any harmful or surreptitious code with a purpose to, effect of or that could be reasonably be expected to:

(a) cause any unplanned interruption of the operation of a website or computer systems;

(b) unauthorised use of a website or computer systems;

(c) altering, destroying, or inhibiting the use of a website, software or computer systems; or

(d) block access to, or prevent the use or accessibility of a website or computer systems. Viruses include malware, trojan horses, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code; and

“Whitelisted Virtual Wallet” means a Virtual Wallet that is verified by the third party provider used by the Platform and whitelisted in the USP Token contract.

“You”, “you” or “Your”, “your” means the user.

1.2 Headings

The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3 Extended Meanings

Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.

1.4 Governing Law

These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Platform or these Terms likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.

2 Right to Use the Platform Services and Platform Tokens

If you:

(a) have a Virtual Wallet compatible for use with the Platform Services;

(b) are not a Prohibited Person;

(c) do not operate your Virtual Wallet for the benefit of a Prohibited Person; and

(d) comply with these Terms,

You have the limited right to use the Platform Services. The right to use the Platform Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Platform, any of the Platform Services, the Copyrights or the Marks. The Firm may suspend or terminate the provision of Platform Services to you, as required by applicable Laws or where the Firm determines that you have violated, breached, or acted inconsistent with any of these Terms, or where the Firm determines by its own discretion.

2.2 Every Prohibited Person is strictly prohibited from the transaction operating on the Platform by using any “USP”, “PIKU” and “sPIKU”.

2.3 The Platform is under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Virtual asset resulting from a fork of a blockchain. Where a blockchain or protocol on which Platform Tokens are issued is forked, you may suspend from using Platform Services temporarily or for an extended period of time on little or no notice. The Platform will determine, in its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all versions of a particular blockchain or protocol. Where the Firm determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your Platform Tokens to a supported blockchain or protocol identified by the Platform. The Platform assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your Platform Tokens to another blockchain or protocol identified by the Platform.

2.4 By using a Virtual Wallet, you agree that you are using the Virtual Wallet in accordance with any terms and conditions of an applicable third-party provider of such Virtual Wallet. Virtual Wallets are not maintained or supported by, or associated or affiliated with, the Platform. When you interact with the Platform Services, you retain control over your digital assets at all times. We do not control digital assets in your Virtual Wallet, and we accept no responsibility or liability to you in connection with your use of a Virtual Wallet. We make no representations or warranties regarding how the Platform Services will operate with, or be compatible with, any specific Virtual Wallet. The private keys necessary to access and/or transfer the digital assets held in a Virtual Wallet are not known or held by the Platform. Any third party that may gain access to your login credential, private key, or third-party cloud or storage mechanism for such information may be able to misappropriate digital assets held by you. The Firm has no ability to help you access or recover your private key and/or seed phrase for your Virtual Wallet. As between you and the Platform, solely you are responsible for maintaining the confidentiality of your private key, and solely you are responsible for any transaction signed with your private key. The Platform is not responsible for any loss associated with your private key, Virtual Wallet, vault, or other storage mechanism.

3 Service Fees and Costs

3.1 All transactions involving the Platform Tokens and all services offered on the Platform may be subject to fees levied by the Platform or from time to time third parties as set out and updated in the USP Redeem Fee or as otherwise agreed between you and the Firm.

3.2 You hereby agree and acknowledge that the value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Morini Limited or the Platform. You agree and acknowledge that under no circumstances will a transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you.

4 Platform Tokens

4.1 USP

The User mints and redeems USP on contract level from the Platform and minting and redemption operations are executed by considering the current minting and redemption price USP of accordingly with Accepted Stablecoin.

USP is not linked to USD on a 1-to-1 basis. PikuDAO aims, but certainly is not obliged to ensure, USP to act as a virtual asset that hedges its holders against the inflation of US Dollar by administering the Accepted Stablecoins collected through minting of USP, subject to the decisions that PikuDAO may render time to time. USP does not constitute any investment, yield, interest, nor it offers or undertakes value appreciation, risk hedging, or any financial benefit. USP price can change significantly as a result of occurrence of various market affecting events. The assets that back USP are exclusively determined and managed by PikuDAO, subject to its internal voting procedures.

You hereby acknowledge and agree that USP may depreciate against the US Dollar in nominal or real terms or fluctuate in value; assets backing USP, which purportedly represent value of another asset such as fiat currencies or precious metals, might depeg from their stable value; there might be anomalies occurring due to the software, smart contract and protocols in connection with USP, which might affect USP’s value and other features, collectively of which Morini Limited or PikuDAO shall not be held liable.

4.2 PIKU

PIKU token is minted with all total supply during the deployment on contract level. PIKU is a virtual asset in the form of utility token. PIKU will offer utilities to its holders on the Platform or other online media wherever such utilities are accepted to be offered by third parties. PIKU can be transferred to its holder’s virtual wallets. PIKU can be staked, which in return would give “sPIKU” to the staking holder.

The Platform can, but not obliged to, distribute PIKU to USP holders, sPIKU holders and users who voted by or delegated their sPIKU, through airdropping.

Please find further information on PIKU here: https://docs.piku.co/ which may be amended from time to time subject to the decision of the Platform.

4.3 sPIKU

sPIKU is the staked version of PIKU. You may acquire or dispose sPIKU by staking a PIKU token on the Platform. sPIKU will offer utilities to its holders on the Platform or other online media wherever such utilities of voting and delegation to its holders for resolutions proposed within PikuDAO.

sPIKU can be transferred to any virtual wallet.

Please find further information on sPIKU here: https://docs.piku.co/ which may be amended from time to time subject to the decision of the Platform.

4.4 Issuing & Redemptions

The right to have USP redeemed or issued is a contractual right personal to you. PikuDAO reserves the right to delay the redemption or issuing of a USP if such delay is necessitated by the illiquidity or unavailability or loss of any assets held by PikuDAO to back the Platform Tokens. PikuDAO makes no representations or warranties about whether any Platform Tokens may be traded on the Platform or any other sales or trading venue, either online or physical, at any point in the future, if at all.

You hereby agree that redemption transactions may not be executed instantly. When you request redemption of USP, you will only be entitled to receive the Accepted Stablecoin in return for redeeming your USP subject to the priority of transaction determined by PikuDAO, and after PikuDAO makes your Accepted Stablecoin return ready.

4.5 Forks, Wrapping and Bridging

Platform Tokens are issued on various decentralised and open-source blockchains and protocols. Blockchains and protocols can sometimes experience events called “forks” where an alternative version of a blockchain or protocol is created. Where forks occur, it is possible that multiple versions of a virtual asset available on such a blockchain or protocol could be created, for example, one on each fork. Due to the nature of Platform Tokens, if a fork creates two or more virtual assets which purport to be a USP, PIKU or sPIKU (as the case may be), it is only possible for one of those virtual assets to be a genuine USP, PIKU or sPIKU (respectively). As a result, in the event of a fork only the virtual asset on the particular blockchain or protocol that the Platform announces on its website as being supported by the Platform shall be deemed as USP, PIKU or sPIKU (as the case may be). Any other virtual assets resulting from the fork are not USP, PIKU or sPIKU. The Firm assumes no liability or responsibility whatsoever for any losses or other issues that might arise from the Firm electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any virtual asset resulting from a fork of a blockchain or protocol. It is also possible that a third-party could create a virtual asset which claims to be an alternative version of a USP, PIKU or sPIKU, such as by “wrapping” or “bridging” USP, PIKU or sPIKU. These virtual assets shall not be deemed as USP or PIKU (as applicable). Any virtual assets that are not USP, PIKU or sPIKU shall not entitle the rights and obligations under these Terms.

4.6 The Platform does not provide any custody services with respect to Platform Tokens or any other virtual assets. For the avoidance of doubt, the Platform is not a fiduciary and does not provide any trust or fiduciary services to you or any other user in the course of usage of any of the Platform Services, including holding USP. Legal titles to the reserves associated with USP are held by the Platform.

5 Purchase and Redemption of Platform Tokens

5.1 You may mint USP from the Platform.

5.2 USP is minted in consideration for Accepted Stablecoins, regarding the current minting price of USP. USP Amount will be calculated through the contract level according to the user request for minting.

5.3 The Platform will make commercially reasonable efforts to process a customer request to redeem USP promptly. However, it may take several business days for any redemption to be completed. The Platform reserves the right to delay the redemption or minting of USP by its sole discretion.

6 Risks and Limitation of Liability

6.1 Trading with the Platform Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Platform is made available solely for general information purposes, and the Platform does not warrant the accuracy, completeness, or usefulness of this information, nor merchantability of Platform Tokens. You are solely responsible and liable: for any and all activity on the Platform; and, for knowing the correct status of your Platform Tokens on the Platform, even if presented incorrectly by the Platform at any time. You acknowledge and agree to be fully responsible and liable for your actions and inactions on the Platform and all gains and Losses sustained from your use of the Platform and any of the Platform Services; and to be fully responsible for safeguarding access to, and any information provided through, the Platform and any of the Platform Services, including, your Virtual Wallet, Virtual Wallet Address, private keys, usernames, passwords, and bank account details.

6.2 There is no guarantee against Losses from Platform Tokens or the use of Platform Tokens.

7 Transactions in Platform Tokens

In the course of processing transactions in Platform Tokens at the Platform, the Platform may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for the Firm or its directors and affiliates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release the Firm or its directors and affiliates from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending Platform Tokens, off of the Platform. The Platform Tokens transactions are not reversible. Once you send the Platform Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Platform Tokens indefinitely or permanently. You acknowledge that the Platform may delay or suspend redemption under various circumstances, including in the event that the Firm determines that you have engaged in a Prohibited Use; when the Firm are directed to do so by any Government; if your Virtual Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when the Firm believes that someone is attempting to gain unauthorized access to your Virtual Wallet or other account or wallet. Platform Tokens are not legal tender and are not backed by any Government. The Platform Tokens are not subject to any deposit insurance or investor protection safeguards provided by any applicable Laws.

8 Resolution of Disputes

8.1 Any dispute, claim, controversy or action arising out of or related to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Virtual Wallet, the operations and services of the Platform, or (c) your access to or use of the Platform Services at any time, shall be subject to the exclusive jurisdiction of the Istanbul (Caglayan) courts of the Republic of Turkiye. For avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against the Firm.

8.2 You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts and execution offices as the Istanbul (Caglayan) courts of the Republic of Turkiye, and you waive any objections thereto.

8.3 You and the Firm agree that any Party here to may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.

8.4 JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.

9 Prohibited Uses

You may not:

9.1 use the Platform or any Platform Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband virtual asset, Fiat, funds, property, or proceeds;

9.2 use the Platform or any Platform Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalise, sanction, or expose the Platform or its affiliates and directors to liability for any Platform Services furnished or offered to you or your Virtual Wallet under these Terms;

9.3 use the Platform or any of the Platform Services to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;

9.4 use the Platform or any Platform Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Platform;

9.5 purchase or redeem Platform Tokens, or otherwise transact on the Platform, or use any Platform Services, with anything other than Fiat, funds, keys, property, or virtual asset that have been legally obtained by you and that belong to you;

9.6 use the Platform or any Platform Services to interfere with or subvert the rights or obligations of the Platform or the rights or obligations of any other user or any other person;

9.7 trade using misleading or inaccurate information presented to the Platform or to the Platform or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

9.8 use the Platform or any Platform Services to engage in conduct that is detrimental to the Platform or to any other Site user or any other person;

9.9 take advantage of any technical glitch, malfunction, delay, default or security breach on the Platform;

9.10 falsify any account, Platform Service registration, exchange, or administration details provided to the Platform, impersonate another person or misrepresent your affiliation with a person;

9.11 falsify or materially omit any information or provide misleading or inaccurate information requested by the Firm or its affiliates and directors, including at Site registration or during the course of administering any Platform Services to you;

9.12 cause injury to, or attempt to harm, the Firm or any person through your access to the Platform or any Platform Services;

9.13 promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;

9.14 have more than one account and more than one Virtual Wallet on the Platform, or use any Virtual Wallet on a one-time, ‘throwaway’ basis; any such additional Virtual Wallet or one time ‘throwaway’ Virtual Wallet may be terminated or suspended at the absolute discretion of the Firm;

9.15 where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Platform or use any Platform Services utilising any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Platform or use any Platform Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;

9.16 utilise a Virtual Wallet, any Platform Services or the Platform for the financial or other benefit of a Prohibited Person; or

9.17 violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.

9.18 Any use as described in this paragraph shall constitute a “Prohibited Use”. If the Platform determines or suspects that you have engaged in any Prohibited Use, the Platform may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or virtual asset in any Virtual Wallet that you have on the Platform; and, suspending or terminating your access to any Platform Services or Fiat, funds, property, or virtual asset from any Virtual Wallet. The Platform may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by the Platform or any of its Related Parties, you shall pay an amount to the Platform or the Associate so as to render the Platform or the Associate whole, including the amount of taxes or penalties that might be imposed on the Platform or the Associate.

10 Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing

10.1 The Firm is committed to providing safe, compliant, and reputable Platform Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, the Platform insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms, you shall affirmatively certify that you are not a Prohibited Person, that you are not utilising an Virtual Wallet for the benefit of a Prohibited Person, and must provide promptly all information and documents requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of the Firm or any of its Affiliates.

10.2 Before entering into any transactions with the Platform Tokens, you hereby agree and undertake that you must fulfill the know-your-customer and/or know-your-business verification procedures, which include without limitation verification of your identity and identity related government-issued documents, your residency address etc. For that purpose, the Firm may request your personal data, including without limitation a photograph or video of your face, that it may deem necessary by its sole discretion, by using third-party service providers to that end. In the event the Firm deems necessary, by its sole discretion, it may request any additional information or document, or any other due diligence or verification procedure to be implemented for you individually or collectively with other users, to provide or continue providing any of the Platform Services.

10.3 The Firm needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and the Firm hereby expressly reserves the right to keep such information, documentation, and records that it obtained from you. Additionally, the Firm monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with the Firm or abandon your application to have a Virtual Wallet or transfer all Platform Tokens from your Virtual Wallet. Our policies apply to any and all Virtual asset, Fiat, and other funds or property being exchanged on or through the Platform or by any of you or your Affiliates.

10.4 The Platform reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Platform Services, or the creation or administration of any Virtual Wallet for or with, any user for any reason (or for no reason) at any time, including articles 8 and 11, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) citizen or resident of the British Virgin Islands; (iv) person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring); (v) person that is or formerly was a Government Official or Politically Exposed person within the meaning of the FATF’s 40 Recommendations; (vi) person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply to you or to the Platform or any of its Related Parties; and (vii) person that fails to meet any user due diligence standards, requests, or requirements of the Platform, or otherwise appears to be of high risk, including any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Virtual Wallet, the Firm may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Platform and any Platform Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Firm has the absolute discretion to suspend or terminate Platform Services to you immediately.

11 Intellectual Property

11.1 The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are used by the Firm under license. You agree not to appropriate, copy, display, make derivative works of, modify, disseminate, reverse engineer, or use the Marks or other content without express, prior, written permission from the Firm or the owner of the Marks, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;

11.2 Unless otherwise indicated, all materials on the Platform are used by the Firm under license (“Copyrights”). You agree not to appropriate, copy, display, make derivative works of, modify, disseminate, reverse engineer, or use the Copyrights or other content without express, prior, written permission from the Firm or the third-party owner;

11.3 You may link to the Platform’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage the Platform’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the Platform’s part without prior, express, written consent;

11.4 The Platform Service may provide certain social media features that enable you to link, send communications, or display certain content from the Platform. You may use these features solely as they are provided by the Platform. You may not establish a link from any website that is not owned by you, cause the Platform or portions of it to be displayed on or by any other Site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms;

11.5 You must not register, record, or otherwise control any domains, social media handles/profiles, Marks or other trademark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by the Platform, its affiliates, directors or their licensor(s) directly or through a third party (“Prohibited Assets”). If the Platform becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to the Platform, its nominated Associate or its licensor(s) under these Terms of Use. You agree to execute all instruments and documents and do such additional acts as the Firm, its affiliate(s), director(s), associate(s) or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights under this paragraph 11.5. If the Firm, its affiliate(s), director(s), associate(s) or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to under this paragraph 11.5 within fourteen days, you hereby irrevocably designate and appoint the Firm, its affiliate(s), director(s), and licensor(s) and their duly authorised directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you; and

11.6 The Site and Platform Services are protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by the Firm and its affiliate(s), director(s), or its licensor(s). Except as expressly authorised by the Firm, you will not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Platform or Platform Services in any way; (ii) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Platform Services; (iii) “frame” or “mirror” all or any part of the Platform or Platform Services on any other server or wireless or Internet-based device; or (iv) reverse engineer or access all or any part of Site or its Platform Services in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Platform or Platform Services, or (c) copy any ideas, features, functions, or graphics of all or any part of the Platform or Platform Services.

12 Your Representations and Warranties

You represent and warrant to the Firm on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilise or access the Platform Services, in each case with reference to the facts and circumstances existing at such date, as follows:

(a) that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;

(b) that, if you are registering to use or using the Platform on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;

(c) that you understand the risks associated with using the Platform, that you are not prohibited or restricted from using the Platform by paragraph 2 of these Terms of Use, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the Platform and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Platform Services;

(d) that you will not use the Platform or any Platform Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Virtual asset, Fiat, property, funds, or proceeds;

(e) that you will not trade or otherwise transact on the Platform or use any Platform Services with anything other than Fiat, funds, or Virtual asset that have been legally obtained by you, that belong to you, and that are free and clear of all liens, claims, and encumbrances;

(f) that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Platform Services conducted under these Terms, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;

(g) that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as the Firm may reasonably determine;

(h) that you shall not use any Virtual asset, Fiat, property, proceeds or funds subject to the Platform Services of the Platform directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorised under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;

(i) that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;

(j) that you are not: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Platform Services from any Platform Tokens Wallet or Virtual Wallet Address, that is likely to result in you or your shareholders, directors, officers, employees, agents, or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring virtual asset, Fiat, funds, or property to, from, or through any Virtual Wallet, Virtual Wallet Address or engaging in any transaction on the Platform from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;

(k) that you or your shareholders, directors, officers, employees, agents, or partners has not directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any virtual asset or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;

(l) that you will not falsify any Site or Platform Services registration or administration details provided to the Platform;

(m) that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by the Platform in the course of, directly or indirectly relating to, or arising from your activities on the Platform or use of any Platform Services, including at registration or during administration or other due diligence processes, and that if any information provided to the Platform becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to the Platform;

(n) that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Virtual Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Virtual Wallet and to keep such Virtual Wallet and the access to the Platform from your account out of the reach of other persons;

(o) that you shall not introduce or transmit any Virus into the Platform and its Affiliates’ computer systems;

(p) that you acknowledge and agree that Fiat, virtual asset or other property reflected in your Virtual Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of the Platform;

(q) that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Platform is deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that the Platform may act upon those instructions without any liability or responsibility attaching to it;

(r) that you will fairly and promptly report all income associated with your activity on the Platform pursuant to applicable Laws and pay any and all taxes thereon; and

(s) that you will accurately and promptly inform the Platform if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

13 No Representations and Warranties

13.1 The Firm makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, the Firm expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Platform and the Platform Services. The Platform and the Platform Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. The Firm may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

14 No Advice

14.1 The Platform does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.

15 Limitation of Liability and Release

15.1 To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that the Platform does not assume any liability or responsibility for and shall not have any liability or responsibility for any Losses directly or indirectly arising out of or related to:

(a) any breach by you of these Terms;

(b) the Platform, and your use of it, except as explicitly provided for in these Terms of Use;

(c) the Platform Services, and your use of any of them, except as explicitly provided for in these Terms of Use;

(d) any failure by you to comply with applicable Laws;

(e) any information or materials available through the Platform, whether originating from the Platform, its affiliates or any other person;

(f) the real or perceived value of any Platform Tokens or other virtual asset traded or utilised on the Platform, or the price of any Platform Tokens or other Virtual asset displayed on the Platform at any time;

(g) any inaccurate, misleading, or incomplete statement by the Platform or on the Platform regarding your Virtual Wallet, whether caused by the Platform negligence or otherwise;

(h) any failure, delay, malfunction, interruption, or decision (including any decision by the Platform to vary or interfere with your rights) by the Platform in operating the Platform or providing any Platform Service;

(i) any stolen, lost, or unauthorised use of your Virtual Wallet information, any breach of security or data breach related to your Virtual Wallet information, or any criminal or other third-party act affecting the Platform or its affiliates or directors;

(j) The Platform electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any virtual asset resulting from a fork of a blockchain or protocol;

(k) your failure to effectuate the migration of your Platform Tokens to another blockchain or protocol identified by the Platform; or,

(l) any offer, representation, suggestion, statement, or claim made about the Platform, or any Platform Service by the Firm or any of its affiliate or directors thereof.

16 No Waiver; Available Remedies

Any failure by the Platform to exercise any of its rights, powers, or remedies under these Terms, or any delay by the Platform in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by the Platform does not prevent either from exercising any other rights, powers, or remedies. The remedies of the Platform are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which the Platform is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that the Platform would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Platform Tokens, other Virtual asset, Fiat or other funds, or your interests therein, that are held by the Firm or any of its Related Parties.

17 Force Majeure

The Firm is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, the Firm is excused from any and all performance obligations under these Terms.

18 Assignment and Third Party Rights

These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of the Platform. However, the provisions of these Terms which expressly apply to the Platform Tokens shall continue to apply to such tokens following their transfer by you. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by the Platform without notice or your consent (for clarity, this assignment right includes the right for the Platform to assign any claim, in whole or in part, arising hereunder) to any third-party. Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of the Platform. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or the Platform or any other persons, except such as inure to a successor or assign in accordance herewith.

19 Severability

If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.

20 Sharing of Personal Information

From time to time, the Platform receives information requests from Governments, law enforcement agencies and courts around the world. In this context, the Platform might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies, the persons identified by a court and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms and the Privacy Policy.

21 Electronic Communications and Acceptance

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that the Platform may provide in connection with these Terms through publication on any part of the Platform or to your authorised e-mail address on file with the Platform. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Platform or on which the e-mail is sent to such authorised e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.

No consent of you or any person is required for any modification or amendment to these Terms of Use.