Wrapped Token T&C

Terms and Conditions

THIS IS AN IMPORTANT DOCUMENT.

PLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.

The terms and conditions contain important information which apply to your dealings with us in relation to the Services (as defined in this document). You should read this document carefully and keep it for future reference. Different terms and conditions may apply in relation to specific services offered by us. Any such terms and conditions are additional to the terms set out in this document.

Certain risks relating to the Services are described in this document; however, this document does not disclose or discuss all of the risks, or other significant aspects, of conducting transactions or of the transactions conducted. You should not construe these or any other statements as legal, tax or financial advice.

We are not acting as your financial advisor and you must not regard it as acting in that capacity. You should consult your own independent professional advisors before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering, all relevant terms and conditions and the nature and extent of your exposure to loss.

If you have any questions about this document, or in the event of any service difficulties or interruptions, please contact us using the details below.

Effective Date: September 2025 (Version 1.0)

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RISK DISCLOSURE

ENTERING INTO ANY DIGITAL ASSET RELATED TRANSACTIONS INVOLVES A HIGH DEGREE OF RISK. THE VALUE OF DIGITAL ASSETS MAY NOT BE BACKED OR SUPPORTED BY ANY GOVERNMENT. DIGITAL ASSETS MAY SUFFER SIGNIFICANT VOLATILITY IN VALUE. IN PARTICULAR, THE PROVIDER DOES NOT GUARANTEE THAT THE VALUE OF ONE WRAPPED TOKEN WILL ALWAYS EQUAL ONE WRAPPABLE NATIVE TOKEN ON ANY EXCHANGE OR OTHER PLATFORM. DUE TO A VARIETY OF FACTORS OUTSIDE OF THE PROVIDER’S CONTROL, THE VALUE OF WRAPPED TOKENS ON ANY PARTICULAR EXCHANGE OR OTHER PLATFORM COULD FLUCTUATE ABOVE OR BELOW ONE WRAPPABLE NATIVE TOKEN. ALTHOUGH A WRAPPED TOKEN WILL BE REDEEMABLE IN ACCORDANCE WITH THIS AGREEMENT FOR ONE WRAPPABLE NATIVE TOKEN LESS ANY APPLICABLE FEES, THE PROVIDER CANNOT CONTROL HOW THIRD PARTIES QUOTE OR VALUE WRAPPED TOKENS, AND THE PROVIDER IS NOT RESPONSIBLE FOR ANY LOSSES OR OTHER ISSUES THAT MAY RESULT FROM FLUCTUATIONS IN THE VALUE OF WRAPPED TOKENS. YOU ARE ADVISED TO CAREFULLY CONSIDER THE RISK EXPOSURE AND ACT CAUTIOUSLY. YOU MUST HAVE THE FINANCIAL ABILITY, SOPHISTICATION, EXPERIENCE, TOLERANCE AND WILLINGNESS TO BEAR THE RISKS OF ANY DIGITAL ASSET RELATED PRODUCTS OR SERVICES, AND A POTENTIAL TOTAL LOSS OF THE UNDERLYING ASSETS. A DIGITAL ASSET RELATED PRODUCT OR SERVICE IS NOT SUITABLE FOR EVERY PERSON. PLEASE CAREFULLY REVIEW YOUR FINANCIAL SITUATION AND OBJECTIVES TO DETERMINE WHETHER SUCH PRODUCT OR SERVICES IS SUITABLE FOR YOU. YOU ARE RECOMMENDED TO SEEK INDEPENDENT LEGAL AND FINANCIAL ADVICE BEFORE TAKING ANY INITIATIVE IN CONNECTION WITH THE INFORMATION SET OUT HEREIN.

YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT ENTER INTO ANY SUCH TRANSACTIONS IF ANY ASPECT OF SUCH TRANSACTIONS IS ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.

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Agreement to these Terms
1. These term and conditions (this “Agreement”) are entered into between you (“you” or the “Counterparty”) and HTMI (BVI) Limited, a company incorporated under the laws of the British Virgin Islands (“we”, “us” or the “Provider”)
2. By directly or indirectly accessing or using the Services (as defined below) or clicking on “I agree” to accept this Agreement, you confirm that you have read, understood, accepted and agreed to be bound by all of the terms and conditions stipulated in this Agreement. If you do not agree to any of the terms and conditions in this Agreement, or any additional applicable terms and conditions, do not access or use the Services.
3. Please read this Agreement carefully as it governs your use of the Services. This Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of your and our liability. This Agreement, which is currently in force, is available on the platform interface used to access the Services (the “Platform”). We urge you to make a copy of this Agreement for future reference as it may change from time to time.
4. We reserve the right to amend or modify this Agreement at our sole discretion at any time by publishing such amended or modified Agreement on the Platform. Any and all modifications or changes will become effective upon publication and you agree and acknowledge that we will not explicitly notify you about any possible amendments and modifications and it is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the publication of any changes to this Agreement will mean that you accept and agree to such changes.
Definitions And Interpretation
1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

“Applicable Law” means, in respect of any person, asset or activity, any and all laws, statutes, ordinances, treaties, regulations, rules, judgments, orders, decrees, rulings, charges, guidelines and requirements of any government or quasi-government (including supranational organisations), any agency, authority, regulatory body or other instrumentality of any government or quasi-government, any court or any exchange or listing organisation that are, in each case, in effect from time to time and applicable to that person, asset or activity.

“Blockchain” means, with respect to any Digital Asset, a digital ledger in which transactions made with that Digital Asset are recorded.

“Digital Asset” means any digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or other technologies.

“Event of Default” means:

the Counterparty’s failure to pay any sums payable to the Provider under this Agreement when called upon to do so or on the due date;
the Counterparty’s failure to submit to the Provider any documents requested by the Provider in form and substance satisfactory to the Provider (including information/documents as per Clauses 7.1 and Clause 7.2) when called upon to do so;
a breach by the Counterparty of any of the terms of this Agreement and/or default in the observance of any rules and regulations of any governmental authority or self-regulatory organization; or
fraudulent, criminal or malicious behavior by the Counterparty, including suspicious transactions;
the filing of a petition in bankruptcy, winding up or the commencement of other similar proceedings against the Counterparty;
the levy or enforcement of any attachments, execution of other process against the Counterparty;
any representation or warranty made by the Counterparty to the Provider in this Agreement or in any document being or becoming false, incorrect or misleading;
the Counterparty being or becoming convicted of any criminal offence; or
if the Counterparty is a natural person:
1. the Counterparty committing an act of bankruptcy, a bankruptcy order being made against the Counterparty or the Counterparty otherwise being adjudicated bankrupt;
2. the death or incapacity of the Counterparty; or
3. the Counterparty being or becoming of unsound mind.

“Fees” has the meaning given to it in Clause 4.

“Fee Supplement” means the fee supplement in such form as the Provider may determine;

“Hex Trust Custodian” means Hex Trust Limited, HEX TRUST MENA FZE or any of their affiliate(s) that provides custody services;

“Hex Trust Wallet” means the “Wallet” as defined in the terms and conditions relating to the custody services provided to you by a Hex Trust Custodian;

“Inbound Transfer” means the sending by you of Digital Assets to a Hex Trust Wallet from an external wallet not hosted by any Hex Trust Custodian;

“Indemnified Parties” means Indemnified Parties under Clause 9.1.

“Outbound Transfer” means a transfer of Digital Assets from your Hex Trust Wallet to an external wallet;

“Parties” means the Counterparty and the Provider and “Party” means either one of them.

“Services” means the wrapping and unwrapping services provided by the Provider in accordance with this Agreement;

“Travel Rule” has the meaning given to it in the Financial Action Task Force’s Updated Guidance for a Risk-Based Approach for Virtual Assets and Virtual Asset Service Providers issued October 2021, as amended, updated, supplemented, restated or replaced from time to time.

“Wrappable Native Tokens” has the meaning given to it in Clause 3.1.

“Wrapped Token” has the meaning given to it in Clause 3.2.

Words importing one gender only shall include the other and, unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa.
Words importing persons include companies and associations or bodies of persons, whether corporate or unincorporated.
References to Clauses are references to Clauses of this Agreement.
References to statutes include any statutory modifications or re-enactments thereof, or rules promulgated thereunder for the time being in force.
Clause headings are for convenience only and shall not affect the construction hereof.
References to this “Agreement” are references to this Agreement as from time to time amended, supplemented, restated or novated, respectively.
Schedules, annexes and other attachments to this Agreement and the Fee Supplement (including their respective attachments, if any) form an integral part of this Agreement and are incorporated herein by reference.
A reference to a party shall include that party's successors and permitted assigns
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
In the event of any conflict, ambiguity or inconsistency between any schedule, appendix, the Fee Supplement or the clauses of this Agreement, then the following order of precedence shall apply:
1. the Fee Supplement;
2. the clauses of this Agreement;
3. any schedules or appendices.

Services
1. The Provider will determine, in its sole and absolute discretion, the native Digital Assets for which Services will be made available to the Counterparty under this Agreement (such Digital Assets being “Wrappable Native Tokens”).
2. You may choose to effectuate an Outbound Transfer of a Wrappable Native Token to an external wallet on a supported Blockchain, by directing the Provider to wrap such Wrappable Native Token into a token that is compatible with such Blockchain. To wrap your Wrappable Native Token and complete an Outbound Transfer of the corresponding wrapped token (each, a “Wrapped Token”), you will need to have a Hex Trust Wallet in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. By electing to wrap your Wrappable Native Token into a corresponding Wrapped Token, you understand and agree that:
  1. Requests to wrap your Wrappable Native Token and effectuate an Outbound Transfer of a corresponding Wrapped Token to an external wallet may not be processed immediately. Once wrapped, you cannot redeem your Wrapped Token for a corresponding Wrappable Native Token except as described in Clause 3.4;
  2. all right, title and interest in any Wrappable Native Tokens elected to be wrapped shall, upon the Outbound Transfer of the corresponding Wrapped Token, vest in the Provider free and clear of any liens, claims, charges or encumbrances or any other interest of the Counterparty or of any third person or any restriction on investment of or other dealing with such Wrappable Native Tokens whatsoever. Nothing in this Agreement is intended to create or does create in favour of any person any mortgage, charge, lien, pledge, encumbrance or security interest in any Wrappable Native Tokens or any other property transferred by one party to the other party under the terms of this Agreement; and
  3. we may deduct Fees directly from the Wrapped Tokens and accordingly the number of Wrapped Tokens you receive may be less than the number of Wrappable Native Tokens you deliver after the deduction of such Fees (and any gas, transaction or other protocol fees or other applicable third party charges).
3. In addition, you understand, agree and accept the following risks associated with electing to wrap any Wrappable Native Token into a corresponding Wrapped Token:
  1. the Provider does not guarantee the value of a Wrappable Native Token or the corresponding Wrapped Token;
  2. the Provider is not responsible for any change in the value of a Wrappable Native Token or the corresponding Wrapped Token.
  3. the external price of a Wrapped Token could diverge from the price of a corresponding Wrappable Native Token because of market fluctuations, which may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase the Wrapped Token. In case of a significant price dislocation, the Provider may exercise its right to pause redemptions in accordance with paragraph (c) of Clause 3.4.
  4. the Provider does not guarantee that wrapping a Wrappable Native Token will result in a successful exchange or sale of a corresponding Wrapped Token, and the Provider will not have any obligation to backstop or otherwise intervene to guarantee liquidity of such Wrapped Token.
  5. the Provider does not guarantee the security or functionality of any third-party protocol, software or technology intended to be compatible with a Wrapped Token and is not responsible for any losses of any Wrapped Token due to the failure of third-party protocol, software or technology.
  6. the Provider does not own or control the underlying Blockchains which govern the operation of any Wrapped Token. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying Blockchains and do not guarantee the functionality or security of network operations. In particular, the underlying Blockchains may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Wrapped Tokens. The Provider does not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by the Provider in determining whether to continue to use the affected Wrapped Token. In the event of any such operational change, the Provider reserves the right to take such steps as may be necessary or desirable, including without limitation, temporarily suspending operations for the involved Wrapped Token; the Provider will endeavor to provide you notice of its response to any material operating change; however, such changes are outside of the Provider’s control and may occur without notice to the Provider. The Provider’s response to any operating change is subject to its sole discretion and may include deciding not to support any new Digital Asset, fork, or other actions. You acknowledge and accept the risks of operating changes to Blockchains and agree that the Provider is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that the Provider has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that the Provider has no responsibility to support new Digital Asset forks or operating changes for Digital Assets;
  7. as with other Digital Assets, a Wrapped Token could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to such Wrapped Token.
4. The following terms govern the unwrapping/redemption of Wrapped Tokens:
  1. If you initiate an Inbound Transfer of a Wrapped Token to your Hex Trust Wallet and you satisfy the eligibility requirements set forth in paragraph (b) below, the Provider will, on your instruction, “unwrap” such Wrapped Token and deposit a corresponding Wrappable Native Token to your Hex Trust Wallet (less any applicable Fees (and any gas, transaction or other protocol fees or other applicable third party charges)), thereby redeeming your Wrapped Token for a corresponding Wrappable Native Token.
  2. To successfully complete an Inbound Transfer of a Wrapped Token to your Hex Trust Wallet, you will need to be a Hex Trust Custodian customer with a Hex Trust Wallet in good standing. Additional geographic restrictions may apply, and eligibility is subject to change. Requests to complete an Inbound Transfer of a Wrapped Token to your Hex Trust Wallet may not be processed immediately.
  3. For the avoidance of doubt, an Inbound Transfer of a Wrapped Token to your Hex Trust Wallet will not automatically result in the Provider “unwrapping” such Wrapped Token and depositing a corresponding Wrappable Native Token to your Hex Trust Wallet. To “unwrap” the Wrapped Token as described in paragraph (a) above, you must instruct the Provider to do so on the Platform.
  4. Additionally, the Provider may, in its reasonable discretion, (i) pause redemptions of any Wrapped Token for a corresponding Wrappable Native Token if there is a significant dislocation in the external market price of such Wrapped Token relative to a corresponding Wrappable Native Token that, in the Provider's sole discretion, suggests that the smart contracts or other technology or security features supporting such Wrapped Token have been compromised, (ii) refuse a redemption request if we suspect that the Wrapped Token being presented for redemption was acquired through fraudulent means, or (iii) pause redemption if we otherwise suspect that the security of the smart contracts used to mint and burn the applicable Wrapped Token has been compromised.
5. We reserve the right to treat any version of a Wrapped Token that has been created by a third party (e.g., via a third party wrapper or bridge to an unsupported network) (“Third Party Wrapped Token”) as an unsupported Digital Asset. That means that we may refuse or be unable to redeem any Third Party Wrapped Token that is sent to your Hex Trust Wallet for the corresponding Wrappable Native Token, which may result in irreversible loss of such Third Party Wrapped Token. Do not send Third Party Wrapped Tokens to your Hex Trust Asset Wallet.
Fees

For the Services, you shall pay all fees, charges, costs and other amounts to the Provider set out in the Fee Supplement (the “Fees”). The Fee Supplement shall be delivered by the Provider to you on or promptly after your onboarding to the Platform, and may be amended from time to time by the Provider on written notice to you. All Fees are non-refundable, regardless of whether this Agreement is terminated (with or without cause). Fees may be deducted directly from Wrapped Tokens or Wrappable Native Tokens in connection with any wrapping or unwrapping transaction.

Restrictions
1. The Counterparty acknowledges and agrees that this Agreement conveys no title or ownership rights to the Services. The Counterparty does not acquire any rights in or to the Services express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to the Counterparty are reserved by the Provider. The Provider retains all right, title and interest in and to the Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
2. The Counterparty shall not, and shall not permit any of its authorised users, end users or any third party to:
  1. modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code, interface protocol or algorithms for;
  2. modify, adapt or translate;
  3. make any copies of;
  4. resell, distribute, or sublicense;
  5. use any robot, spider, scraper, or other automated means to access for any purpose; or
  6. introduce, post, or upload any harmful code to, the Services.
3. The Counterparty shall not use or access the Services in order to build a similar or competitive product or service nor to collect any market research for a competing business. The Counterparty shall not, and shall not permit any of its end users or any other third party to use any device, software or routine to interfere with the proper function of the Services. The Counterparty shall not use the Services in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.
4. With respect to any data or information that the Provider provides to the Counterparty in connection with this Agreement and/or any Services, the Counterparty shall:
  1. use such data or information solely for the purpose set forth in this Agreement and in compliance with all Applicable Law;
  2. not distribute, retransmit, display or otherwise disclose or make available such data or information to third parties except as required by Applicable Law, in which event the Counterparty shall, to the extent it is legally permitted to do so, provide prior written notice to the Provider of such event with reasonable detail; and
  3. not enhance, alter or make derivative works from such data or information, or combine such data or information with any other information without the prior written consent of the Provider.
5. The Counterparty shall not permit anyone other than its authorised users to access and use the Services or allow its authorised users to share with any third party his or her access credentials.
Representations and Warranties

The Counterparty represents and warrants to the Provider that:

the Counterparty has full power and authority or, if the Counterparty is a natural person, the capacity, to enter into and perform its obligations under this Agreement;
this Agreement constitutes legal, valid, and binding obligations enforceable against the Counterparty in accordance with its terms;
the Counterparty’s entry into of and performance of its obligations under this Agreement do not violate or conflict with any Applicable Law and/or any contractual restriction binding on or affecting the Counterparty or any of its assets;
the Counterparty is the sole beneficial owner of all Wrappable Native Tokens elected by it to be wrapped through the Services or it has received all necessary powers and authority to do so on a third party’s behalf; and
all information in any form provided by the Counterparty to the Provider is true and complete in all material respects.

Duties of the Counterparty
1. The Counterparty shall deliver or cause to be delivered to the Provider from time to time inter alia, any documents that may reasonably be requested by the Provider for the purpose of the Know-Your-Counterparty (KYC) and Anti-Money Laundering (AML) procedures.
2. The Counterparty shall provide to Provider all information that may reasonably be requested by the Provider for the purpose of complying with the Travel Rule, including without limitation name, residential address and wallet address of the originator and beneficiary of certain Digital Asset transactions, a list of the Counterparty’s most-frequently used (also known as whitelisting of) wallet addresses to facilitate the Provider’s compliance with Travel Rule. In this Clause, information shall be deemed to be reasonably requested whether or not compliance with the Travel Rule is required under Applicable Law to which the Provider is subject; provided, that, where such compliance is not mandatory, the Provider and the Counterparty shall use commercially reasonable efforts to cooperate in furtherance of such compliance;
3. The Counterparty agrees to provide the Provider, when requested to do so, with copies of all documents and other relevant material as the Provider may require for the performance of their duties hereunder.
Limitation of Provider’s Liability
1. Subject to the terms hereof the Provider shall use the standard reasonable care in the performance of its duties under this Agreement but shall not be responsible for any loss or damage suffered by the Counterparty as a result of the Provider performing such duties unless the same results from an act of fraud, wilful misconduct or gross negligence on the part of the Provider and in which event the liability of the Provider in connection with the Digital Assets so affected by the Provider’s fraud, wilful misconduct or gross negligence as aforesaid shall not exceed the limitations set out in Clause 8.6.
2. The provision of Services under this Agreement does not constitute the Provider an agent, a fiduciary or a trustee for the Counterparty and the Provider shall have no trust or other obligations in respect of any Wrapped Tokens or Wrappable Native Tokens except those expressly set out in this Agreement. Under no circumstances shall the contractual relationship between the Provider and the Counterparty be construed to create the relationship of principal and agent, trustee and beneficiary, employer and employee, partners or joint-venturers.
3. The Provider shall not be liable for any and all losses arising from:
  1. any event of Force Majeure. For the purpose of this Clause, “Force Majeure” means, without limitations, events such as nationalization, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, security, integrity, and availability of the Blockchain networks, epidemics, pandemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labour disputes, regulatory changes, central securities depository and central bank including their regulatory agencies, power failures or breakdowns in communications links or equipment of the Provider or of its agents (or of any third parties as aforesaid);
  2. suspension of Services for maintenance as notified by the Provider to the Counterparty;
  3. network latency or system failure to transmit data;
  4. disruption events beyond the reasonable control of the Provider including hacking, attacks (including cyber attacks), exploits, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure due to government regulations or other Applicable Law;
  5. any Blockchain malfunctioning due to whatever reason not attributable to the Provider or whose functioning is modified by governance proposals or otherwise;
  6. damage to, defects in or abnormal performance of any computer systems that are involved directly or indirectly in the provision of Services, including those relating to cloud computing services (including AWS or any other server service provider being used) used by the Provider in connection with the performance of its obligations under this Agreement;
  7. technical problems that cannot be predicted or solved by existing technical forces and solution in the industry;
  8. fault, delay, negligence or other act or omission of third parties;
  9. changes in Applicable Law;
  10. any accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances;
  11. any unauthorised access, breach of firewalls, other hacking, or fraud or forgery of any third parties;
  12. defects, errors, security vulnerabilities, viruses, errors, failures or bugs in the Counterparty’s software;
  13. the Counterparty’s delay in or failure to take any actions upon which the Provider’s performance is dependent;
  14. the Counterparty’s failure to use the Services in accordance with the Provider’s requirements, including without limitation, as described in any manuals, specifications, and other materials with respect to the Services provided by the Provider to the Counterparty;
  15. the Counterparty’s failure to act in accordance with any Blockchain; or
  16. the Counterparty’s products or services, or the Counterparty’s or any of its authorised users’, representatives’ or end users’ fraud, gross negligence, willful misconduct.
4. The Provider shall not be liable for:
  1. lost profits, business, value, revenue, business interruption, loss of revenue or profits, loss of business opportunity, customers or contracts, goodwill, opportunity or anticipated savings whether direct or indirect, even if the Provider is advised of or knew or should have known of the possibility of the same; or
  2. any special, incidental, exemplary, indirect, or consequential loss or damages.
5. In any event, the Provider’s total liability to the Counterparty under this Agreement shall not exceed an amount equal to the lesser of (a) the amount of any actual direct losses incurred by the Counterparty, and (b) the fees actually paid by the Counterparty during the most recent 12 month period during which such Services were provided under this Agreement (or, if the Services were provided for a shorter period, such shorter period).
6. To the fullest extent permitted by law, the Services are provided "as is" and "with all faults" and the Provider disclaims all representations, warranties and guarantees, whether express, implied or statutory, including infringement of third party rights or implied warranties of merchantability, title, non-infringement and fitness for any particular purpose. The Provider makes no representation, warranty or guarantee related to useability, effectiveness, reliability, accuracy, or completeness of the Services, that the Provider will continue to offer the Services or that the Services will be reliable, effective, secure, timely, uninterrupted, error-free, meet the Counterparty’s requirements or expectations or fit any particular purpose of the Counterparty.
7. The Counterparty acknowledges that the Services, or any work or product in respect of the same cannot be wholly free from defects, errors, security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components and the Provider gives no warranty or representation that the Services, or any work or product in respect of the same will be wholly free from defects, errors, security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
8. The Provider does not warrant or represent that the usage of the Services by the Counterparty will not give rise to any legal liability on the part of the Counterparty or any other person.
Indemnification
1. The Counterparty agrees to indemnify and hold the Provider and each of its affiliates, and each of their respective officers, directors, agents, joint venturers, employees and representatives (the “Indemnified Parties”), harmless from any claim, liability, loss, cost, expense, damage or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
  1. any action taken or omitted to be taken by the Provider under or in connection with this Agreement, but excluding those liabilities, losses, damages, costs and expenses which arise (whether through act or omission) as the result of fraud, willful misconduct or gross negligence on the part of the Provider in the performance of its duties under this Agreement;
  2. the Counterparty’s breach of this Agreement or any Event of Default;
  3. the Counterparty’s violation of any Applicable Law or the rights of any third party; and
  4. any loss resulting from the Counterparty’s wilful misconduct, fraud or negligence.
2. Any invalidity, unenforceability, release or discharge of the liability of the Counterparty to any of the Indemnified Parties shall not affect the liability of any other persons (if any) to the Indemnified Parties.
Risk Factors and Disclosure

The Counterparty understands and acknowledges that:

the Counterparty is not entitled to any interest, distributions or other returns earned on Wrappable Native Tokens by the Provider. Wrapped Tokens do not generate any interest, distributions or other returns for holders;
the Counterparty is responsible for determining whether any product or service under this Agreement is legal and allowed in its jurisdiction and shall not purchase or use such product or service if such purchase or use conflicts with any Applicable Law. The Counterparty is urged to seek independent legal and financial advice in this regard;
we may enter into arrangements with certain [persons] to receive rebates, commissions or other payments in respect of [the Services] [Wrapped Tokens];
the regulatory status of Digital Assets is not settled, varies among jurisdictions and is subject to significant uncertainty. Legislative and regulatory changes or actions relating to Digital Assets at a national or international level may adversely affect or restrict, as applicable, the use, transfer, exchange and value of Digital Assets. The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat money for Digital Assets, failing which there may be permanent and total loss of value of any one or more Digital Assets; and
the Provider has no obligation to provide Services with respect to, or otherwise support, any: “airdrops” or “forks” of the Wrappable Native Tokens or Wrapped Tokens; or any units of the Wrappable Native Token or Wrapped Tokens transferred or stored on Blockchains that the Provider does not support for the purpose of this Agreement.

Term, Event of Default and Termination
1. This Agreement shall be effective from the date first above written and shall continue until terminated in accordance with the provisions of Clause 11.2, 11.3 or 11.4.
2. Except as otherwise provided in this Agreement, the obligations of the Provider hereunder may be terminated by the Counterparty or the Provider upon thirty (30) days’ prior written notice to the other.
3. If (i) an Event of Default occurs, (ii) the Provider determines that this Agreement or the Provider’s performance of it may not comply with Applicable Law, including any AML or counter-terrorist financing requirements, or (iii) the Provider determines that this Agreement or the services provided under this Agreement may be used to circumvent any Applicable Law, including any AML or counter-terrorist financing requirements, then, without prejudice to any other rights or remedies that the Provider or any other person may have against the Counterparty and without further notice to the Counterparty, the Provider shall be entitled to immediately:
  1. terminate all or any part of this Agreement without notice; and/or
  2. temporarily or permanently suspend the Counterparty’s access to or ability to use all or any part of the Services.
4. Upon termination or expiration of this Agreement: (i) all rights and obligations of both Parties, including all licences granted hereunder, shall immediately terminate, (ii) each Party will destroy all confidential information and other materials of the other Party in its possession (subject to any retention periods under Applicable Law or internal policy) and (iii) Clauses 5, 8, 9, 11.4 and 12, will survive.
Confidentiality
1. “Confidential Information” means any and all information disclosed by either Party to the other which is marked “confidential” or “proprietary”, or which the recipient knows or has reason to know is regarded by the disclosing party as such, including oral information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorised to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorisation; (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the Parties shall reasonably cooperate to limit disclosure (at the sole cost and expense of the Party seeking to limit disclosure).
2. Neither Party will use any Confidential Information of the disclosing party except as necessary to exercise its rights or perform its obligations set forth under this Agreement or as expressly authorised in writing by the other Party. Each Party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither Party shall disclose the other Party’s Confidential Information to any person or entity other than its officers, employees, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it as least as restrictive as those in this Clause. Upon any termination of this Agreement, subject to any bona fide record retention requirements under Applicable Law, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.
3. If so requested, the Counterparty shall provide to the Provider a signed statement confirming that it has fully complied with Clause 12.2 above.
Delays or Omissions
1. No delay or omission to exercise any right, power or remedy accruing to the Provider under this Agreement shall impair any such right, power or remedy of the Provider nor shall it be construed to be a waiver of any breach or default of the Counterparty, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall it constitute any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Provider of any breach or default under this Agreement or any waiver on the part of the Provider of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Provider shall be cumulative and not alternative. No single or partial exercise of any right, power or remedy of the Provider shall prevent or restrict the further exercise of that or any other right, power or remedy.
2. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Compliance with Laws

Each Party shall comply, at its own expense, with all Applicable Laws with respect to this Agreement. If the Counterparty receives any notice or becomes aware of any violation of any Applicable Law with respect to this Agreement, the Counterparty shall promptly notify the Provider of such notice or violation.

Notwithstanding any provision of this Agreement to the contrary, but subject to the provisions of Clause 24, where the Provider is for the time being subject to any regulatory requirements under any Applicable Law in relation to its dealings with the Counterparty under this Agreement, the rights and obligations of the Provider under the provisions of this Agreement shall be read and construed to the greatest extent permitted by, and in accordance with such regulatory requirements.

Taxes
1. The Counterparty shall be solely responsible to determine whether, and to what extent, any taxes, levies or duties or any other liability or payment (collectively, “Taxes”) applies to any transactions contemplated by this Agreement and to withhold, collect, report, file returns or make other filings in respect of, pay and remit the correct amount of such Taxes to the appropriate authority whether governmental or otherwise.
2. The Provider has the right to make any tax withholdings or filings that the Provider is required by Applicable Law to make, but the Provider is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. The Provider makes no representations or warranties and accepts no liability in this regard.
Nature of Relationship

The Counterparty acknowledges and agrees that the Provider has not acted and is not acting as a fiduciary or a professional advisor of the Counterparty and has not provided (or held itself out as providing) to the Counterparty recommendations or advice with respect to any particular financial or investment decisions or advice (including legal, tax or investment advice) of any other nature. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, the Counterparty and the Service Provider to be treated as partners, joint ventures, or otherwise as joint associates for profit.

Assignment
1. The Counterparty shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the Provider.
2. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
Entire agreement
1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.
2. Each Party acknowledges that in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Nothing in this Clause 18 shall limit or exclude any liability for fraud.
Calculations
1. In any litigation or arbitration proceedings arising out of or in connection with this Agreement, entries made in accounts maintained by the Provider are prima facie evidence of the matters to which they relate.
2. Any certification or determination by the Provider of a rate, amount or calculation under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
Notices

Except as otherwise provided in this Agreement, all requests, demands, notices or other communications (“Notices”) between the Parties, shall be delivered by email and/or such other means of communication as may be agreed between the Parties. Notices to the Provider shall be sent to the email address or other contact details as the Provider may specify to the Counterparty from time to time. Notices to the Counterparty shall be sent to the email address or other contact details on file with the Provider provided by the Counterparty or by posting to a page accessible by the Counterparty on the Platform. The Counterparty shall at all times ensure that correct and operational contact details for Notices to the Counterparty is on file with the Provider. Notices sent by email or other electronic method shall be deemed to be received immediately after transmission.

Severance

If any provision of this Agreement or part-provision of this Agreement is or becomes invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 21 shall not affect the validity and enforceability of the rest of this Agreement.

Third party rights

Except for an Indemnified Party or an affiliate or related party of the Provider as contemplated in Clause 18.1, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any third person who is not a Party is not required to rescind or vary this Agreement at any time.

Language

If this Agreement is translated into any language other than English, the English language text shall prevail.

Governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction
1. Subject to Clause 25.2, any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (a “Dispute”) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules (the “Arbitration Rules”) in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
2. The Provider may, by notice in writing to the Counterparty, require that all Disputes or a specific Dispute be heard by a court of law. If the Provider issues such notice before the Provider has submitted a Notice of Arbitration or Answer to the Notice of Arbitration (in each case as defined in the Arbitration Rules), the Dispute to which such notice refers shall be determined in accordance with Clause 25.3. If the Provider issues such notice after service of any Notice of Arbitration, the Dispute to which such notice refers shall be determined in accordance with Clause 25.3 and the Parties must also promptly give notice to the HKIAC and to any arbitrator already appointed that such Dispute(s) will be settled by the courts and that the arbitration proceedings and the appointment of any arbitrator in relation to such Dispute(s) shall be immediately terminated.
3. If the Provider refers a Dispute to court in accordance with Clause 25.2:

Subject to paragraph (c) below, the courts of England have exclusive jurisdiction to settle any Dispute;
Subject to paragraph (c) below, the Parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and accordingly no Party will argue to the contrary; and
The Provider shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Provider may take concurrent proceedings in any number of jurisdictions.

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