Last Updated: January 30, 2026

General Terms and Conditions

These Terms and Conditions, including all attachments, appendices, and any other terms incorporated by reference (collectively, "Terms"), and PAX's Privacy Policy, govern your ("Client") use of the Services (defined below) that are offered by PAX Markets USA, Inc. ("PAX"). Client may use the Services only if the Client is an entity capable of performing the representations and warranties detailed in Section 8(a) of this document or an individual, 18 years or older, capable of making the representations and warranties detailed in Section 8(b), and capable of forming a binding contract with PAX, and not otherwise barred from using the Services under applicable law.

BY USING THE SERVICES, CLIENT AGREES TO BE BOUND BY THESE TERMS. IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MAY NOT USE THE SERVICES. CLIENT MAY ONLY USE THE SERVICES IN AN INDIVIDUAL CAPACITY AND NOT ON BEHALF OF ANY ORGANIZATION OR OTHER LEGAL ENTITY.

PAX and Client may be referred to herein collectively as the "Parties" or individually as a "Party."

Conflict of Interest Acknowledgement

Client acknowledges that various PAX entities or affiliates may act as trading principals in or on the Services. This fact creates a potential appearance of, or an actual, conflict of interest. This document (the PAX terms of service and general terms and conditions), along with material incorporated herein by reference, provides further detail on PAX entity and affiliate principal-based trading in Section 3(k).

Succinctly, no PAX entity or affiliate engages in front-running. Front-running is the practice of holding back a Client order, trading in such a way as to benefit from that order's potential market impact or in such a way as to benefit from price movement in the time frame during which the order was held back, and then releasing, transacting, or publishing that order. Front-running is illegal.

When a PAX entity or affiliate acts as trading principal, that PAX entity or affiliate will not have any special or specific priority relative to Client Orders and will be subject to the PAX Trading Rules and policies, in accordance with Section 3. Client acknowledges that Client Orders (marked as displayed or displayable) will be displayed on a PAX Order Book, will be published in PAX Market Data Feeds, and in general (whether displayed or not) will be transacted against other Orders on the respective PAX Order Book (the counterparty orders), and that those counterparty orders may have been placed by other Clients, or by a PAX entity or affiliate.

Because of price-time order matching, it is impossible to know a priori the counterparty or counterparties that a Client order will transact with. To ensure liquid markets, to fulfill liquidity programs (i.e., as may be made available to certain PAX clients), or to form a bridge between internal surpluses or shortfalls, whether internal to a PAX entity or between PAX affiliates, a PAX entity or affiliate may place orders through the Services and thereby may become a counterparty in a transaction with a Client. As a result of the foregoing, all PAX entities and affiliates have in place certain policies and procedures designed to prevent the appearance of a conflict of interest from creating an actual conflict of interest, i.e., designed to provide a fair and robust trading environment for PAX Clients.

1. Definitions

(a) "Documentation" means the operator and Client manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form provided by PAX to Client (including any revised versions thereof) to assist with or describe the Services, which may be updated from time-to-time upon notice to Client.

(b) "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.

(c) "Paid Tier Account" means an account which requires payment of fees for use (e.g., fees may be charged during or after, and corresponding to, the placement of orders for digital assets and fiat) as described in Section 3(f).

(d) "PAX IP" means Services, the Documentation, Service Information, and all improvements, modifications or enhancements to, or derivative works of, any of the foregoing, and all Intellectual Property Rights in and to any of the foregoing.

(e) "PAX Trading Rules" means the currently existing or future posted PAX Trading Rules or a successor website (as amended and updated from time to time).

(f) "Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.

(g) "Privacy Policy" means PAX's Privacy Policy.

(h) "RFQ" means Request For Quotation service, in which PAX may act as principal to fill Orders by providing indicative firm pricing in accordance with a variety of market factors, at its sole discretion.

(i) "Service Information" means all data, information and materials in aggregated and/or deidentified form generated by the Services based on Client Materials or Client's use of the Services, including without limitation data models, data output, usage data, statistical data, benchmarking information, and analytics information.

(j) "Services" means the application programming interfaces (APIs), the web page (the "web app"), the mobile applications (the "mobile app(s)"), associated software tools, documentation, and Client interfaces made available by PAX to enable access to its various digital asset markets, including its trade execution and automated trade routing services and PAX Execution Services, to enable Client to submit orders to buy and sell specified Digital Assets in accordance with the Terms and the PAX Trading Rules as defined in Section 2(a) of the Terms.

(k) "Signed Up" means the status of a Client who has provided all requested information and completed the sign-up process as described in Section 3(f).

(l) "Third Party Services" means certain features and functionalities within the Services as PAX determines in its sole discretion may allow Client to interface or interact with, access and/or use compatible third party services, products, technology and content through the Services. Third Party Services may include Third Party Market Data.

(m) "Third Party Software" means software, source code or other technology licensed to PAX from third Parties, and which may be owned by such third Parties, as provided in the Services.

(n) "Trading Account" means an account opened for the Client on the Trading Platform consisting of a ledger of balances, orders, positions, and other information ledgered internally at PAX as necessary to track Client transactions and balances, and linked to a Client's collateral balance held FBO the Client at the PAX token custodian accounts at PAX, each accessible via the Trading Platform. A client may open multiple trading accounts, each such account may, at Client's discretion, be a "free tier" or a "paid tier" account.

(o) "Trading Instructions" means Client's instructions to PAX to execute certain trading instructions including any API use, whether directly by calling the API or indirectly through the use of a web app, mobile app, or third party that translates instructions into PAX API usage. For the sake of clarity, API usage includes usage of the Limit Order API and the λ API.

(p) "Trading Platform" means the PAX execution platform through which Clients may trade Digital Assets.

(q) "Trading Services" means the PAX APIs (including, without limitation, the orders API, the λ programs API, the deposit API, and the withdrawal API), and their implementation technology: the PAX Order Book, the PAX λ program unit, and the PAX λ Book. A PAX entity or affiliate may, at its sole discretion, route a Client Order or a Client λ Program to a specific PAX Order Book or PAX λ API.

(r) "Use" means to use, access and/or operate the Services in accordance with these Terms and the Documentation.

(s) "Client Information" means certain requested information (e.g., Legal individual or entity name, password, contact person name, contact email address, contact phone number, and/or other credentials and contact information) provided by Client as a condition to opening and maintaining any Account.

(t) "Client Materials" means all information, data, content, and other materials, in any form or medium, that is submitted, posted, collected, transmitted, or otherwise provided by or on behalf of Client through the Services or to PAX in connection with Client's use of the Services, but excluding, for clarity, any information, data, content, or materials owned or controlled by PAX and made available through the Services. For greater certainty, Client Materials include Trading Instructions except when such Trading Instructions or portions thereof become Public Market Data, i.e., when displayed in accordance with the definition of "Public Market Data." Further, regardless of any displayable or non-displayed attribute in a Client Trading Instruction, when a Trade is identified by the Services, the Trade information is made public and that Trade information is not Client Materials. Trade information may have client identifying information redacted.

(u) "Public Market Data" means all market events as made visible in the PAX λ program unit, namely, that part of the PAX services that holds the λ book and evaluates the λ programs. At the moment in time that such information is made visible to the λ book in the λ program unit, the market data is Public Market Data.

(v) "Non Public (or Private) Market Data" means all Orders, Client instructions, and λ programs (in their entirety) that have not been displayed or published, or any information fields within those that were redacted before publication.

(w) "Trade" means that a Client order has met (or exceeded) the best limit price of contra-sided resting limit orders, whether any such order involved has previously been published or displayed. Regardless of the status of any such orders involved in a Trade as "Public Market Data" or "Non Public Market Data," the Trade, so identified, will be shown to the λ book, and will be published and incorporated into PAX Market Data; as such, the Trade is Public Market Data at the moment in time it is shown to the λ book.

(x) "Third Party (or Remote) Market Data" means any information that is used by PAX or by the PAX λ program unit that did not originate from PAX or a PAX entity or affiliate. Third Party Market Data is Market Data that is made public, published, or otherwise released by a third party. For the sake of clarity, Third Party Market Data is also Public Market Data by the definition in this document.

2. Services; Access and Use

(a) Description of Services

The Services consist of the PAX APIs, the PAX Order Book and the PAX λ Book, and affiliated supporting technology including PAX Market Data technology, the PAX Internal Ledger and Money Service, the PAX Risk Check technology, and associated software, pre-packaged tools, officially published API specifications, officially published documentation, officially published software development kits (SDKs), and other official PAX software and documentation as may be made available to Clients. Client of the Services is subject to adherence to the PAX Trading Rules and how PAX handles orders and λ programs is governed by and specifically detailed in the same. The Services enable Clients to buy and sell digital assets. Clients may place Limit Orders either directly, using the Limit Order API, or indirectly, using the λ API. Such Limit Orders express an intent to buy or sell a digital asset, may have a limit price and a maximum quantity, and may or may not be immediately marketable, i.e. depending on their limit price and the prevailing price in the specific PAX Market and PAX Order Book to which that Limit Order is routed among other conditions.

(b) PAX Platform

The PAX λ API enables Clients to submit PAX λ Programs which programmatically submit Limit Orders (an underlying Limit Order or Orders) to the PAX Services based on either PAX Market Data or Remote Market Data. All λ programs view their respective inputs simultaneously irrespective of which party entered such λ program. In the event that multiple Limit Orders are launched on the basis of a given certain Market Data Input (a PAX Market Data Event or a Remote Market Data Event), the respective Limit Orders, so placed, will be handled according to the PAX Trading Rules which, at the sole discretion of PAX, provide for prioritization amongst Underlying Limit Orders launched or placed on an equivalent basis subject to any limitations placed on PAX or PAX Affiliate as a trading principal.

(c) Service Limitations

The PAX Trading Rules and the policies contained therein are incorporated by reference into these Terms. Client acknowledges that PAX, at its sole discretion and subject to any applicable law, may hold back or not place a given Limit Order or λ Program. Such a decision, to hold back or not place, may be based on the PAX Risk Check Technology, which may include financial or collateral risk checks and which may include KYC, KYB, or AML risk checks. Client acknowledges that any placed or in-force Limit Order or λ Program may be canceled for the same, similar, or any reason at all, at the sole discretion of PAX.

Client acknowledges, represents, and warrants that its Trading Instructions, as materialized in its Limit Orders and λ Programs, are final, definitive, and informed by its own information and not influenced or guided in any way by any opinion or suggestion by any PAX entity or representative affiliate. Client further acknowledges that it may act on the basis of, and that its λ programs may take as input, any PAX Market Data or Remote Market Data, and that such Market Data is consumed on an "as is" basis.

Client Orders, whether directly placed as a Limit Order or as a Limit Order placed by a λ Program, may be matched with other Order(s) (the "Counterparty Order(s)") on the respective PAX Order Book and, when so matched, form a trade. It is impossible to know, a priori, which entity placed a Counterparty Order, and thus the Counterparty Orders may have been placed by a PAX Client or by PAX or a PAX affiliate. All Counterparty Orders are subject to the representations and disclosures herein, including any limitation on Counterparty Orders being placed on the basis of non-public information. Such Client Orders express the Client's intent to buy or sell a specific digital asset on a given PAX Market, i.e., subject to the Client's Limit Order instructions such as limit price and maximum quantity.

Limit orders may, with the appropriate time-in-force, rest on a PAX Order Book and, with the appropriate display attribute, be displayed on the Order Book and published in PAX Market Data Feeds. Limit Orders resting on a PAX Order Book are matched with new Marketable Limit Orders in price-time priority, where such new Marketable Limit Orders may have been placed as the result of a λ Program or as the result of direct placement through the PAX Limit Order API. A PAX entity or affiliate may, at its sole discretion, source liquidity for its Order Book at other 3rd party markets; examples of which include 3rd party brokers, RFQ service providers, or exchanges. Such remotely sourced liquidity may be materialized as a standard Limit Order on a PAX Order Book and as such, subject to the PAX Trading Rules.

(d) Counterparty Transactions

PAX acts in a principal capacity for Counterparty Orders, in accordance with, and unless otherwise specified in, the Trading Rules. Each Client should independently evaluate whether such services are appropriate given its own investing profile and sophistication, among other considerations.

(e) Provision of Access

Subject to Client's compliance with the terms and conditions of these Terms, and as described in Section 2(a), PAX hereby grants Client a worldwide, non-exclusive, non-transferable (subject to Section 16(a)), non-sublicensable right to Use the Services for Client's internal business purpose during the Term.

(f) Use Restrictions

Client will not, and will not permit any Person to, use the Services in any manner beyond the scope of the rights expressly granted in these Terms. Client will not at any time, directly or indirectly, and will not permit any Person to:

• (i) modify or create derivative works of the Services, in whole or in part;
• (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part;
• (iii) sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of Client in accordance with these Terms;
• (iv) use the Services to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data (including any Client Materials);
• (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;
• (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by PAX for use expressly for such purposes;
• (vii) use the Services, Documentation or any other PAX Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services;
• (viii) use the Services in any way that is not authorized by these Terms;
• (ix) engage in or attempt to engage in any manipulative, disruptive, fraudulent, noncompetitive, or unfair trading practices, including but not limited to: fictitious transactions, wash trades, pre-arranged trades, money passes, accommodation trading, front-running, spoofing (bidding or offering with the intent to cancel before execution), placing Orders with the intent to cancel before execution or to mislead other market participants, price manipulation, intimidation or coordination, or any other deceptive or manipulative act or practice;
• (x) coordinate prices, Orders, or Trades with any other market participant or person, or disclose Orders to any third party except as required by law;
• (xi) place simultaneous buy and sell Orders that could potentially execute against each other, or use any self-match prevention tool in a manner that misleads the market;
• (xii) place Orders or engage in activity for the purpose of generating unnecessary volatility, creating artificial prices, or otherwise disrupting the fair and orderly operation of the Services; or
• (xiii) engage in any conduct that is in violation of any applicable laws, rules, or regulations, including but not limited to the Commodity Exchange Act.

Client is responsible for establishing, maintaining, and administering reasonable procedures to ensure compliance with all applicable laws and these Terms, and for supervising any related parties or agents.

(g) Access and Credentials

Client will not permit any other Person to access, use or operate the Services. Client will secure Client names, passwords, hardware, signing keys, API keys, hardware keys, passkeys, software and any other private information used to access the Services in accordance with customary security protocols and Documentation (including using multi-factor authentication when available), and will promptly notify PAX if Client knows or reasonably suspects that any Client name and password has been compromised. Client will not misrepresent its identity or otherwise provide any deceptive or misleading profile information or images when creating an account in connection with the Services.

(h) Third Party Software

The Services may include, or may provide Client with access to, software, source code or other technology licensed to PAX from third Parties, and which may be owned by such third Parties (collectively, "Third Party Software"). Client acknowledges and agrees that Third Party Software is provided solely on an "AS IS" basis, and that neither PAX nor its licensors make any warranties or guarantees regarding Third Party Software and is not responsible for the operation or failure of, or any errors or bugs in, any Third Party Software.

(i) Third Party Services

Certain features and functionalities within the Services as PAX determines in its sole discretion may allow Client to interface or interact with, access and/or use compatible third party services, products, technology and content (collectively, "Third Party Services") through the Services. Client hereby acknowledges and agrees that: (i) PAX is not the provider of the Third Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto; and (ii) Client is solely responsible for maintaining the Third Party Services and obtaining any associated licenses and consents necessary to use the Third Party Services in connection with the Services.

(j) Third Party Data or Materials

The Services include access to Third Party (or Remote) Market Data. Client acknowledges and agrees that Third Party (or Remote) Market Data is provided solely on an "AS IS" basis, and that PAX does not make any warranties or guarantees regarding any Third Party (or Remote) Market Data including any datasets, pricing information, transaction information, or other information by such third parties. Client further acknowledges and agrees that PAX does not pre-screen, has not reviewed, does not control, and is not responsible for the contents, source, operation, availability, or any other information contained in such Third Party (or Remote) Market Data.

Notwithstanding anything to the contrary, PAX has no responsibility or liability for any acts or omissions of any third party or for any Third Party (or Remote) Market Data, including their accuracy, reliability, usefulness, recency, completeness, safety or lawfulness or for any infringement of third party rights by Third Party (or Remote) Market Data or their use. PAX has no support or warranty obligation for any Datasets and does not guarantee their continued availability. Clients will look solely to the third party (and not PAX) for any claims or complaints related to Third Party (or Remote) Market Data.

(k) Reservation of Rights

Nothing in these Terms or the performance thereof will operate to grant Client any right, title or interest, whether by implication, estoppel or otherwise, in or to the PAX IP, including all associated intellectual property rights. As between the Parties, PAX and its licensors will exclusively own all right, title and interest in and to the PAX IP. Client acknowledges that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries, and Client agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(l) Violation of Applicable Laws

PAX may refuse to execute any Trading Instructions on the applicable Services or via any Liquidity Providers if PAX becomes aware or reasonably suspects that the Trading Instructions do not comply with any applicable specification, applicable laws or other compliance matters.

3. Order Routing, Trading Execution

(a) Orders

The Trading Platform operates a trade execution service through which Client may submit Orders to buy or sell Digital Assets. After Client submits an Order, the Trading Platform will automatically route the Order (or a portion of the Order) to one of the trading venues to which the Trading Platform has established connections including PAX or any PAX Affiliate (each such venue, a "Liquidity Provider"). Each Order will be sent, processed and settled at each Liquidity Provider to which it is routed. Once an Order to buy or sell Digital Assets has been placed, the associated Client Assets (as defined below) used to fund the Order will be placed on hold and will generally not be eligible for other use or withdrawal.

Orders may include, but are not limited to, limit orders and market orders, as made available by PAX from time to time. When Orders are matched, a transaction ("Trade") occurs, which is recorded on PAX's internal ledger and reflected through adjustments to the Client's account. All trading activity facilitated by the Services is conducted off-chain and is not broadcast to any public blockchain.

Client acknowledges and agrees that PAX does not guarantee that any Order will be filled, that Orders may be subject to delays, rejection, or cancellation due to system availability, compliance checks, market conditions, system failures, downtime, or other interruptions, and that Orders may not be cancellable once submitted. Client further acknowledges that Orders may be subject to automated or manual compliance review, and that PAX reserves the right to require additional confirmation or authentication for certain Orders or account activity. Client is solely responsible for ensuring the accuracy and intentionality of all Orders placed through the Services, and for reviewing the status of Orders and Trades. PAX may, in its sole discretion, require additional confirmation or authentication for certain Orders or account activity.

(b) Third Party Services

Client acknowledges that PAX has the sole discretion to determine what third party service providers it uses to provide certain necessary services on behalf of its Services. In various circumstances, PAX or a PAX Affiliate may source digital asset or fiat liquidity from a third party. PAX may use other third party service providers including financial institutions, data aggregators or market data providers, or other third parties to make the Services available to Clients. PAX may receive cash payments or other financial incentives (such as reciprocal business arrangements) from third parties referenced in this Section 3(b).

(c) Digital Asset and Fiat Account Balances; Use of Third Party Financial Institutions

The Services require the Client to maintain digital assets or a positive cash amount in the Client's account. PAX will support the Client's ability to transfer digital assets into the Client's account or to transfer Fiat Currency to a designated financial institution (e.g., Anchorage) for the Client's ability to execute Client Orders of a fiat or digital asset based on the value of a Client's Account.

Digital assets held within the Client's account are held in custody by Anchorage at the point of transfer, acting as a third-party service provider to PAX, for the benefit of the Client. For the purpose of more secure and effective custody of digital assets, PAX may utilize shared blockchain addresses, controlled by Anchorage as custodian, to hold digital assets on behalf of the Client and on behalf of PAX. Separate ledgers are maintained for the Client's account and PAX's accounts.

The Client agrees that all forms of the same digital asset may be treated as fungible and equivalent, including those held and made available across multiple blockchain protocols, regardless of (a) whether any form of such digital asset is wrapped or (b) the blockchain protocol on which any form of such digital asset is stored.

PAX is not responsible for the use, management, or security of funds maintained at such third party financial institutions. By initiating a transfer to effectuate their use of the Services including the initiation of any Client Order, the Client represents and warrants that (1) the Client is the beneficial owner of the Financial Account, (2) the Client is in compliance with all terms and conditions applicable to the Financial Account, (3) the Client has the authority to make deposits to and withdrawals from the Financial Account, and (4) the Client has provided complete and accurate information to PAX regarding the Financial Account upon request.

PAX may require the Client to verify control of a Financial Account before accepting any transfer from it, and the Client agrees to provide all necessary information for such verification. PAX does not control or guarantee the time required to complete a Deposit or Issuance. Completion times are dependent on the performance of third parties, including financial institutions and payment service providers.

(d) No Representation

PAX makes no representation or warranty of any kind regarding any Liquidity Provider, including as to its financial condition, data, security or quality of its execution services, and shall have no liability, obligation, or responsibility whatsoever for the selection or performance of any Liquidity Provider. Digital Assets may trade at different prices on different trading venues, and other Liquidity Providers and/or trading venues not used by PAX may offer better prices and/or lower costs than the Liquidity Provider used to execute Client's Order.

(e) Acting in Principal Capacity and Agent Capacity

PAX may act in an agency capacity for purposes of certain Orders, or may act in a principal capacity for certain other Orders. Each Client should independently evaluate whether such services are appropriate given its own investing profile and sophistication, among other considerations.

(f) Free Tier (Limit Order) and Paid Tier (Lambda or λ) Accounts

Account Types and Multiple Account Capability. Within the Trading Platform, PAX provides access to two types of accounts: (1) "Free Tier" and (2) the "Paid Tier (or Lambda, or λ)." Any Client may establish and maintain any number of Free Tier and Paid Tier accounts.

Sign-Up and Account Access. The Services require Client to sign-up for use by providing certain requested information (e.g., Client name, password, name, email address, phone number, and/or other credentials and contact information) ("Client Information"). Client agrees to provide true, complete, and accurate Client Information as requested via the Services in order to sign up ("Signed Up").

Client Credentials and Security Responsibilities. Client Information and credentials may include private keys used to sign API calls or transactions, as well as passwords and other authenticating information. Client is solely responsible for keeping all such private keys, passwords, and authenticating information secret and secure. PAX will not have access to or knowledge of Client's private keys, passwords, or other authenticating information.

KYC and Compliance Requirements. Client acknowledges and agrees that, as a condition to opening and maintaining any Account, Client will be subject to know-your-customer (KYC) or know-your-business (KYB) checks and ongoing transaction monitoring. PAX may require additional information or documentation at any time to comply with applicable laws and internal compliance policies.

(g) No Warranty

CLIENT ACKNOWLEDGES AND AGREES THAT THE SPEED OF ORDER PLACEMENT AND TRANSACTIONS OCCURRING ON OR THROUGH ACCOUNTS MAY DIFFER BETWEEN EACH ACCOUNT, AND AT ANY TIME ON EACH ACCOUNT, AND PAX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE SPEED OF ORDERS OR TRANSACTIONS MADE ON OR THROUGH ANY ACCOUNTS, AND PAX HAS VARYING SPEED STANDARDS APPLICABLE TO THE FREE TIER ACCOUNT AND PAID TIER ACCOUNT, WHICH MAY BE UPDATED FROM TIME TO TIME BY PAX WITH OR WITHOUT NOTICE IN ITS DISCRETION.

CLIENT IS SOLELY RESPONSIBLE FOR ALL ACTIVITY THAT OCCURS UNDER EACH OF CLIENT'S ACCOUNTS, INCLUDING WITHOUT LIMITATION ANY ACTIONS OR OMISSIONS BY CLIENT OR OTHERWISE, AND FOR ENSURING THE ACCURACY AND INTENTIONALITY OF ALL ORDERS PLACED. CLIENT MAY NOT ALLOW ANY THIRD-PARTY TO ACCESS OR USE ACCOUNTS, WHICH MAY BE USED SOLELY BY CLIENT. CLIENT ACKNOWLEDGES THAT ALL TRADING ACTIVITY FACILITATED BY THE SERVICES IS CONDUCTED OFF-CHAIN AND IS NOT BROADCAST TO ANY PUBLIC BLOCKCHAIN.

(h) Fees and Rebates

Client will pay all fees owed and accrued in connection with the Paid Tier Account in accordance with the Fee Schedule. Such fees will be withheld from the ledgered balance of the Client as Trades are identified by the Services. Client may be paid rebates at the sole discretion of PAX and in accordance with the Fee Schedule.

Such rebates are contingent on a Client order being matched with a Counterparty Order that is a fee-paying order. For the sake of clarity, even if the Counterparty Order originated from a PAX λ program, if that Counterparty Order is exempted from fees for any reason, whether through a PAX liquidity program, market-making program, or because the Counterparty is a PAX entity or affiliate, then the potential rebate may not be paid, for example, if it cannot be funded or fully funded by the Counterparty Order fee.

For the sake of clarity, should a Client, for any reason, be in shortfall or arrears and owe more than its balance or balances, the fees associated with their Trades are still owed and will still be incorporated into the ledgered balance.

(i) Blockchain Transaction Fees

Client will pay all blockchain transaction fees. Notwithstanding the foregoing, PAX or a PAX entity or affiliate may, at their sole discretion, cover the cost of blockchain transaction fees in certain circumstances. Notwithstanding the foregoing, PAX may, at its sole discretion, seek to minimize the number of on-chain transactions required to settle ledgered balances to Client wallets, i.e., regardless of whether the Client wallet is held FBO at the PAX token custodian or held externally by the Client or by the Client's custodian.

(j) Characterization of Trading Services; Not a Registered Broker-Dealer or Investment Adviser

Client understands and acknowledges that no transactions executed in connection with Client's Trading Account or the Trading Services are securities transactions, and PAX is not registered with the U.S. Securities and Exchange Commission as a broker-dealer or an investment adviser or licensed under any state securities laws. PAX is not acting as a fiduciary in respect of Client (including in connection with its rights under these Terms) and does not have any responsibility under the standards governing the conduct of broker-dealers, fiduciaries, investment advisers or investment managers. Client agrees and acknowledges that any information or advice provided by PAX or any other PAX Entity does not and will not serve as the basis of any investment decision by Client.

(k) PAX Corporate Accounts

PAX and its affiliates may transact through Trading Accounts on the Trading Platform ("PAX Corporate Accounts") for purposes including inventory management, to facilitate Client Orders, and for other corporate purposes. To the extent that a PAX Corporate Account transacts on the Trading Platform, the PAX Corporate Account (i) will not have any special priority vis-à-vis Client Orders and will be subject to the PAX Trading Rules, (ii) all such corporate trading instructions, however determined otherwise, will be determined only on the basis of Public Market Data; for the sake of clarity, no PAX entity or affiliate will use or have access to Non Public Market Data for the purpose of making or determining corporate trading instructions, and (iii) will not access any non-public data of other Clients. PAX's internal ledger will indicate the amount of each Digital Asset held for each client and each such PAX Corporate Account.

4. Compliance

(a) Verification

You authorize PAX, or a third-party service provider we select, to take any steps we consider necessary to confirm and maintain confirmation of the background information you provide, including verifying and authenticating your background information on an ongoing basis. PAX may take any action it deems necessary based on the results. You understand that this process may delay the registration of your account, and you will not be able to access or use the services until your account registration is complete.

(b) Account Authorizations

You understand that your account is self-directed, and you appoint PAX as your agent to carry out your instructions placed on the platform or through the PAX system, in accordance with this Client agreement. PAX may rely on your instructions placed on the platform or through the PAX system, and neither PAX nor its affiliates will be liable for acting on those instructions. You authorize PAX to open and close your account, restrict access to the PAX system, settle and cancel orders to buy and sell digital assets ("orders"), collect and offset any fees or other amounts due to PAX, and take any other reasonable steps to carry out your instructions.

When you submit an order to buy any digital asset through the platform, you authorize Anchorage or any successor third party financial institution that hold your funds to initiate a transfer to effectuate the Order. Your account is provided by PAX and is separate from any other account you may have. Neither PAX nor its affiliates are under the control of your custody firm. Your PAX account is outside of your possession and control, and you cannot monitor or recall funds after they have been transferred to PAX. Once funds are transferred from your custody firm or any other account where you hold fiat funds, those funds are not protected by the Securities Investor Protection Corporation ("SIPC") or the Federal Deposit Insurance Corporation ("FDIC").

(c) Authorization to Share Information with Third Parties

You authorize us to provide any applicable third party (as described below) with your background information, and to continue sharing such information, including any updates, with the applicable third party until your account(s) are closed according to their terms and conditions. We may retain all account information, including account activity and background information, as required by this Client agreement and by law, and may share such information with: (i) a government authority or other third party in response to a subpoena, regulatory request, court order, applicable law, or other legal requirement; and (ii) a third party to verify background information as described in Section 4(a) above. For more information on how we use or share your background information and other information you provide during your use of the services, see the PAX Privacy Policy.

(d) Account Management

You will access your account through the platform using your account credentials. From time to time, PAX or your business (if applicable) may require you to change your credentials and re-verify your background information as a condition of continued access to your account and the services. You represent and warrant that you will not share your login credentials with any third party or allow any third party to access your account; you assume responsibility, to the extent permitted by applicable law, for any instructions, orders, or actions taken by anyone who accesses your account, whether authorized or unauthorized.

(e) Account Information

You must keep the information associated with your account ("account profile") up to date at all times, and you agree to update your account profile immediately if any background information you previously provided changes. YOU UNDERSTAND THAT A CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION MAY AFFECT YOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND YOU AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION.

As part of our legal compliance program, we will monitor your Account and your use of the Services, and review your Background Information and any transaction related activity on an ongoing basis, as may be required by law and/or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional Background Information, or any other information reasonably requested, as a condition to your continued access to and use of your Account and the Services. During such time, your access to and use of your Account and the Services may be temporarily restricted.

5. Confidential Information

(a) Confidential Information

Any information that one Party provides to the other Party during the Term of these Terms that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be "Confidential Information" of the disclosing Party (the "Disclosing Party"). For clarity, the Services, Documentation and the Service Information will be deemed the Confidential Information of PAX, and Trading Instructions will be deemed the Confidential Information of Client. For the sake of clarity, any information that becomes Public Market Data is not Confidential Information.

(b) Obligations

Each Party (the "Receiving Party") will maintain the other Party's Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under these Terms. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except: (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms; or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

(c) Exceptions

Nothing in these Terms will prohibit or limit either Party's use of information: (i) rightfully known to it prior to receiving it from the Disclosing Party; (ii) independently developed by or for it without use of or access to the other Party's Confidential Information; (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of these Terms. Without limiting the foregoing, nothing in these Terms will limit or restrict PAX's ability to use or disclose any general know-how, experience, concepts and/or ideas that PAX or its personnel acquire or obtain in connection with the performance of PAX's obligations hereunder.

(d) Equitable Relief

Without limiting Section 15(e), each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section 5.

6. Feedback

From time to time Client may provide PAX with suggestions, comments and feedback with regard to the Services (collectively, "Feedback"). Client hereby grants PAX a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with PAX's business purposes, including without limitation the testing, development, maintenance and improvement of the Services.

7. Data

(a) Ownership of Client Materials

As between Client and PAX, subject to Section 7(b), Client will own and retain all right, title and interest in and to all Client Materials.

(b) Use of Client Materials

By making Client Materials available through the Services or otherwise providing Client Materials to PAX, Client hereby grants to PAX a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to (i) use, copy, modify, distribute, publicly display, and publicly perform Client Materials in connection with PAX's provision, operation, maintenance, and improvement of the Services, including without limitation the right to extract, reformat, manipulate, analyze, summarize, and otherwise derive information from the Client Materials for such purposes; and (ii) to generate Service Information.

8. Representations and Warranties

(a) Mutual Representations and Warranties (Entities Only)

If either party is an entity, such party represents and warrants that (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions, and consents necessary, to enter into these Terms and to perform its obligations hereunder; (iii) these Terms are legally binding upon it; and (iv) the execution, delivery, and performance of these Terms do not and will not conflict with any other agreement to which it is a party.

Client further acknowledges and agrees that: (v) Client has read and understands the risks associated with trading digital assets as set forth in these Terms, including the Risk Disclosure section; (vi) Client has made an independent determination that trading digital assets is suitable and appropriate for Client in light of Client's circumstances and financial resources; (vii) Client has not received, and does not expect to receive, any investment advice, recommendation, or solicitation from PAX or its affiliates in connection with any Orders or Trades, and that all Orders are unsolicited and made at Client's own initiative; and (viii) Client is solely responsible for all investment decisions and for determining the nature, potential value, suitability, and appropriateness of any trading activity.

(b) Individual Representations and Warranties

If either party is an individual, such party represents and warrants that they are a natural person of legal age and capacity to enter into these Terms and that these Terms constitute a valid and binding obligation enforceable against them in accordance with its terms. Client further acknowledges and agrees that: (i) Client has read and understands the risks associated with trading digital assets as set forth in these Terms, including the Risk Disclosure section; (ii) Client has made an independent determination that trading digital assets is suitable and appropriate for Client in light of Client's circumstances and financial resources; (iii) Client has not received, and does not expect to receive, any investment advice, recommendation, or solicitation from PAX or its affiliates in connection with any Orders or Trades, and that all Orders are unsolicited and made at Client's own initiative; and (iv) Client is solely responsible for all investment decisions and for determining the nature, potential value, suitability, and appropriateness of any trading activity.

(c) Client Representations and Warranties

Client hereby represents, warrants, and covenants to PAX that it has obtained and will obtain all necessary consents, permissions, and licenses with respect to any and all Client Materials to the extent necessary: (i) for Client and PAX to comply with all applicable Liquidity Provider Terms, laws, rules, and regulations, including all applicable data protection and privacy laws; (ii) for Client to grant the licenses contemplated by Section 7(b) without violating any third party intellectual property or privacy rights; and (iii) for Client to represent, warrant, and covenant that it is an 'Eligible Contract Participant' (i) as such term is defined in Section 1(a)(12) of the Commodity Exchange Act 1936 and (ii) as such term is defined in Section 1(a)(18) of the Commodity Exchange Act 1936, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010. Client further represents, warrants, and covenants to PAX that it will ensure that the Client Materials comply with all applicable laws.

9. Client Indemnification

Client will defend and pay all damages finally awarded against PAX pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against PAX arising from: (i) any Client Materials, including (A) any claim that the Client Materials infringe, misappropriate or otherwise violate any third party Intellectual Property Rights or privacy rights; (B) any claim that the use, provision, transmission, display or storage of Client Materials violates any Liquidity Provider Terms or applicable law, rule or regulation; (ii) use of the Services by Client in a manner that is not in accordance with these Terms or the Documentation; and (iii) Client's violation of these Terms.

10. Disclaimer

(a) General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLIENT ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND NEITHER PAX NOR ITS LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS TO CLIENT OR TO ANY OTHER PARTY REGARDING THE SERVICES OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAX (AND ITS LICENSORS) HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PAX (AND ITS LICENSORS) HEREBY DISCLAIM ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.

(b) No Liability for Client Materials

WITHOUT LIMITING THE GENERALITY OF SECTION 10(a), CLIENT ACKNOWLEDGES THAT PAX IS NOT REQUIRED TO PRE-SCREEN OR MONITOR THE CLIENT MATERIALS (INCLUDING TRADING INSTRUCTIONS). UNDER NO CIRCUMSTANCES WILL PAX (OR ITS LICENSORS) BE LIABLE IN ANY WAY FOR ANY CLIENT MATERIALS, INCLUDING LIABILITY FOR ANY ERRORS, INACCURACIES, OR OMISSIONS THEREIN, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF THESE TERMS, APPLICABLE LAWS OR LIQUIDITY PROVIDER AGREEMENT. CLIENT ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR MAINTAINING ADEQUATE SECURITY AND ANY AND ALL IDS, PASSWORDS, HINTS, PERSONAL IDENTIFICATION NUMBERS (PINS), OR ANY OTHER CODES THAT CLIENT USES TO ACCESS OR IN RELATION TO THE SERVICES.

(c) No Investment Advice or Brokerage

Client assumes responsibility for each transaction in or for its account. Client understands and agrees that none of the PAX Entities are an SEC/FINRA registered broker-dealer or investment adviser to Client in any respect, and the PAX Entities have no liability, obligation, or responsibility whatsoever for Client decisions relating to the Services. Client should consult its own legal, tax, investment and accounting professionals.

While the PAX Entities may make certain general information available to Client, the PAX Entities are not providing and will not provide Client with any investment, legal, tax or accounting advice regarding Client's specific situation. Client is solely responsible, and shall not rely on the PAX Entities, for determining whether any investment, investment strategy, or transaction involving Digital Assets is appropriate for Client based on Client's investment objectives, financial circumstances, risk tolerance, and tax consequences. The PAX Entities shall have no liability, obligation, or responsibility whatsoever regarding any Client decision to enter into any transaction with respect to any Digital Asset.

11. Limitations of Liability

(a) Indirect Damages Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PAX NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAX OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PAX'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PAX FOR USE OF THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAX SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATING TO INTERRUPTIONS, ERRORS, SYSTEM FAILURES, DOWNTIME, DELAYS, PROTOCOL CHANGES, NETWORK FORKS, OR ANY RISKS OUTSIDE THE REASONABLE CONTROL OF PAX, INCLUDING BUT NOT LIMITED TO MARKET CONDITIONS, THIRD PARTY FAILURES, OR CHANGES TO DIGITAL ASSET NETWORKS. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PAX AND CLIENT.

12. Risk Disclosure

Client acknowledges and agrees with the following risks associated with trading digital assets and using the Services, and further acknowledges that these risks are not exhaustive and that Client is solely responsible for evaluating the suitability and appropriateness of such activities:

• (a) The risk of loss in trading digital assets may be substantial and losses may occur over a short period of time;
• (b) Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets; changes to digital asset network protocols (including forks) may result in loss, unavailability, or changes in digital asset functionality or value, and PAX does not control such protocols or support all assets or networks at all times;
• (c) Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets;
• (d) Digital assets are not legal tender and are not backed by any government, and neither PAX nor any of its affiliates are FDIC-insured banks or SIPC-member brokerage firms; accordingly, digital assets and fiat funds held by PAX (except as otherwise expressly stated) are not protected by FDIC or SIPC insurance and may lose value. PAX does not guarantee the safety or value of any digital asset or fiat funds held on behalf of Client;
• (e) Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
• (f) The value of digital assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for digital assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market for that digital asset disappear. There is no assurance of liquidity or market depth for any digital asset;
• (g) The nature of digital assets may lead to an increased risk of fraud, cyber attack, and operational or technological difficulties, which may prevent access to or use of digital assets or the Services;
• (h) Any bond or trust account maintained by PAX for the benefit of Clients may not be sufficient to cover all losses due to theft or fraud incurred by Clients. Client bears the risk of loss for any amounts not covered by such arrangements;
• (i) Client is solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for itself, and PAX does not provide investment advice or recommendations regarding digital assets or trading strategies;

(j) Order Cancellation, Rejection, and Refusal to Settle

Client agrees and understands that PAX reserves the right to cancel, reject, or refuse to settle any Order or Trade, or any portion thereof, for reasons including but not limited to: system failure, downtime, compliance review, disruptive market conditions, if an Order is deemed non-marketable or erroneous, or if required by law or regulation. PAX shall have no liability for any delays, difficulties, or conditions affecting the transmission or execution of Orders over which it has no control, including but not limited to mechanical or electronic failure, market congestion, or third party service interruptions. Client is solely responsible for the accuracy and intentionality of all Orders placed, and for monitoring the status of Orders and Trades.

Client may sustain a total loss of the funds in its account, and under certain market conditions, may find it difficult or impossible to liquidate a position. There is no assurance that Orders can be executed or that Trades can be settled at any particular time or price.

(k) Trade Settlement, Client Review, and Dispute Protocol

All Trades are recorded on PAX's internal ledger. PAX makes no assurances that any settled Trade can be reversed, refunded, or otherwise cancelled unless provided in these Terms. After an Order has been placed, PAX will provide Client with a confirmation of the Order and, if applicable, confirmation of any resulting Trade. Client is required to promptly review all Order and Trade confirmations and account statements, and to notify PAX in writing of any inaccuracies, unauthorized activity, or disputes within three (3) calendar days of the date of the relevant confirmation or statement. If Client does not notify PAX of a dispute within this period, the Order or Trade shall be deemed ratified and correct. PAX maintains and retains records of Client's transaction history for a period of no less than seven years. It is Client's sole responsibility to review transaction history and confirmations on a regular basis.

(l) Additional Risks

Client is solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for itself, and PAX does not provide investment advice or recommendations regarding digital assets or trading strategies. Client acknowledges that trading may involve non-primary fiat currency conversion (FX) risk, and that PAX or its affiliates may act as market makers, liquidity providers, or otherwise have actual or potential conflicts of interest in connection with order routing, trade execution, or the operation of affiliated liquidity providers.

(m) Principal Trading, Market Making, and Conflicts of Interest

Client acknowledges and agrees that PAX and its affiliates may, from time to time, act as principal, market maker, or counterparty to transactions executed on or through the Services, and may realize trading profits or other economic benefits in connection with such activity. Client further acknowledges that such activities may create actual or potential conflicts of interest, and consents to PAX and its affiliates engaging in such activities. Client waives any claims relating to such conflicts of interest or any duties arising therefrom. PAX is not required to disclose the timing, nature, or extent of its own trading activity and owes no fiduciary or best execution duty to Client when acting as principal, market maker, or counterparty.

(n) Total Loss Risk

Client may sustain a total loss of the funds in its account, and under certain market conditions, may find it difficult or impossible to liquidate a position.

13. Termination

(a) Suspension/Termination

PAX may suspend or terminate Client's access to and use of the Services, including suspending access to or terminating Client's account, at PAX's sole discretion, at any time and with or without notice to Client. Client may cancel their account at any time by electronic notification using via the API, the web app, or the mobile app.

(b) Effect of Termination

Upon expiration or termination of these Terms: (i) the rights granted pursuant to Sections 2(a) will terminate automatically; (ii) Client will promptly cease access and use of the Services; and (iii) Client will return or destroy, at PAX's sole option, all PAX Confidential Information in its possession or control, including permanent removal of such PAX Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Client's possession or under Client's control, and at PAX's request, Client will certify in writing to PAX its compliance with the provisions of this Section 13(b).

(c) Survival

The following Sections will survive termination or expiration of these Terms for any reason: Sections 5 (Confidential Information), 6 (Feedback), 7 (Data), 8 (Representations and Warranties), 9 (Client Indemnification), 10 (Disclaimer), 11 (Limitations of Liability), 12 (Risk Disclosure), 13(b) (Effect of Termination), 13(c) (Survival), 14 (Governing Law; Jurisdiction), 15 (Dispute Resolution for United States Clients), and 16 (Miscellaneous).

14. Governing Law; Jurisdiction

For Clients of the Services within the United States, these Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions, and Section 15 (Dispute Resolution) will apply. For all other Clients of the Service, these Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions, and Section 15 (Dispute Resolution) will not apply. Except as otherwise expressly set forth in Section 15 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that Client and PAX are not required to arbitrate (e.g., pursuant to Section 15(b) and for Clients of the Services outside of the United States) will be the state and federal courts located in the Northern District of California, and Client and PAX each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution for United States Clients

This Section 15 applies to Clients of the Services within the United States.

(a) Mandatory Arbitration of Disputes

Client and PAX each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Client and PAX agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that Client and PAX are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions

As limited exceptions to Section 15(a) above: (i) Client and PAX both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) Client and PAX each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of PAX's intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where Client lives, unless Client and PAX each agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and PAX won't seek to recover the administration and arbitrator fees PAX is responsible for paying, unless the arbitrator finds Client's Dispute frivolous. If PAX prevails in arbitration PAX will pay all of its attorneys' fees and costs and won't seek to recover them from Client. If Client prevails in arbitration Client will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief

Except as provided in Section 15(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that Client or PAX prevails on a claim and seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver

CLIENT AND PAX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CLIENT'S OR PAX'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with Client's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability

With the exception of any of the provisions in Section 15(f) (Class Action Waiver) of these Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16. Miscellaneous

(a) Entire Terms

These Terms constitute the entire and exclusive understanding and agreement between PAX and Client regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between PAX and Client regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in Client's jurisdiction, Client may not assign or transfer these Terms, by operation of law or otherwise, without PAX's prior written consent. Any attempt by Client to assign or transfer these Terms absent our consent or Client's statutory right, without such consent, will be null. PAX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b) Notices

Any notices or other communications provided by PAX under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(c) Waiver of Rights

PAX's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PAX. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(d) Arms'-Length Transaction

The Parties hereby acknowledge and agree that: (i) these Terms and all of the services, obligations and activities set forth herein or contemplated hereby, is an arms'-length commercial transaction; (ii) the Parties have full and independent judgment of the commercial benefit and risk involved, and, except as set forth herein, have not relied on any representation made by one Party to the other in entering into these Terms; (iii) no Party shall by virtue of these Terms be deemed to be the representative, employee or agent of the other Party for any purpose whatsoever; and (iv) no Party shall have the power or authority as agent or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of any other Party for any purpose whatsoever.

(e) Electronic Delivery of Communications

Client agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that the PAX Entities provide in connection with Client's PAX Account and Client's use of Services. Communications include: (a) terms of use and policies Client agrees to, including updates to policies or the PAX Terms, (b) PAX Account details, including transaction receipts, confirmations, records of deposits, withdrawals or transaction information, (c) legal, regulatory and tax disclosures or statements the PAX Entities may be required to make available to Client and (d) responses to claims or customer support inquiries filed in connection with Client's PAX Account.

PAX will provide these Communications to Client by posting them on the PAX Site, emailing them to Client at the primary email address on file with PAX, communicating to Client via instant chat, and/or through other means of electronic communication. The Client agrees that electronically delivered Communications may be accepted and agreed to by Client through the Services interface. Furthermore, the Parties consent to the use of electronic signatures in connection with Client's use of the Services.

(f) Death of Client

To the extent Client is a natural person over 18 years of age, if PAX receives legal documentation confirming Client's death or other information leading PAX to believe Client is deceased, PAX will freeze Client's PAX Account ("Freeze Period"). During the Freeze Period, no transactions may be completed until: (i) Client's designated fiduciary has opened a new PAX Account, as further described below, and the entirety of Client's PAX Account has been transferred to such new PAX Account, or (ii) Client has received proof in a form satisfactory to PAX that Client is not deceased.

If PAX has reason to believe Client is deceased but PAX does not have proof of Client's death in a form satisfactory to PAX, Client authorizes PAX to make inquiries, whether directly or through third parties, that PAX considers necessary to ascertain whether Client is deceased. Upon receipt by PAX of proof satisfactory to PAX that Client is deceased, the fiduciary Client designated in a valid will or similar testamentary document will be required to open a new PAX Account.

If Client has not designated a fiduciary, then PAX reserves the right to (i) treat as Client's fiduciary any person entitled to inherit Client's PAX Account, as determined by PAX upon receipt and review of the documentation PAX, in its sole and absolute discretion, deems necessary or appropriate, including (but not limited to) a will, a living trust or a Small Estate Affidavit, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over Client's estate. In the event PAX determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, PAX reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to Client's PAX Account.

Pursuant to the above, the opening of a new PAX Account by a designated fiduciary is mandatory following the death of Client, and Client hereby agrees that its fiduciary shall be required to open a new PAX Account and provide required account opening information to gain access to the contents of Client's PAX Account.

17. Contact Us

If Client has any questions about these Terms or the Services, please contact PAX Markets USA, Inc.:

PAX Markets USA, Inc.
626 Jefferson Ave, Suite 6
Redwood City, CA 94063
Email: [email protected]

Appendix 1: Fee Schedule

This Fee Schedule is effective (the "Effective Date") upon execution of the Terms between PAX and Client, and sets forth the fees associated with the Services. All capitalized terms not defined in this Fee Schedule shall have the meaning given to them in the Terms.

This Fee Schedule is subject to modification from time to time, and PAX reserves the right to modify the fees at its discretion at any time with prior notice to Client, and Client acknowledges that it is solely responsible for ensuring knowledge of applicable fees prior to use of the Services.

Order Characterization, Basis for Fees & Rebates

Taking orders: An order (regardless of its characterization as a limit order, market order, or other order type, and regardless of its entry method by order API, by λ program, or by any other entry method), that is marketable upon receipt by PAX is characterized as "taking."

Making orders: An order (regardless of its characterization as a limit order, market order, or other order type, and regardless of its entry method by order API, by λ program, or any other entry method), that is non-marketable upon receipt by PAX and that is not immediately canceled (i.e. such that the order "rests" on the book) is characterized as "making."

Basis for fees and rebates: For each executed (filled or partially filled) Order, the fee or rebate amount is calculated based on a fraction of the notional value, denominated in the quote fiat currency or in the quote token, of the filled amount.

Paid Tier

The Paid Tier Trading Account and associated fees relate to trading services provided by PAX. Orders placed through a paid tier account are subject to the paid tier fee schedule regardless of the method of order entry. For the sake of clarity, paid tier account orders placed directly by the limit order API, indirectly by a λ program, or by any other means of order entry are subject to the paid tier fee schedule.

Fee payment currencies and tokens: The fee will be paid in the quote fiat currency or in the quote token, so long as the quote token is named as a PAX fee token. For markets where the quote token is not named as a PAX fee token, the fee will be computed in the quote token will be converted into a value in USDT at prevailing market prices and the fee will be deducted on the client's USDT ledger.

Canceled orders: No fees are charged for orders canceled in their entirety and no fee is charged for the amount of an order that is not filled, i.e. if the order is partially filled before becoming canceled.

Chain transaction fees: On-chain transaction fees (e.g. gas fees) are paid by the Client. Chain transaction fees are required for moving digital assets on-chain. Various blockchains (e.g. Bitcoin or Ethereum) have different on-chain fee requirements. Trading at PAX is conducted off-chain and PAX may seek to minimize on-chain movements of tokens. PAX may move digital assets on-chain, to sweep funds (i.e. to move sold assets), to settle trades, to facilitate client withdrawals, or for other reasons. Regardless of the reason for on-chain movement, the final amount of the token available in the wallet will be net of on-chain transaction fees; if the transaction fee is paid from a separate wallet, the transaction fee may be deducted from the Client's ledgered balance.

Chain transaction fee waiver programs: Notwithstanding the foregoing, from time-to-time, PAX may offer incentive programs whereby PAX or a PAX affiliate pays for the chain transaction fees. PAX may implement, revoke, or modify such an incentive program at any time with or without notice to Client.

Paid Tier Fee Schedule

Named Fee Tokens

Free Tier

The Free Tier Trading Account and associated rebates, if any, relate to trading services provided by PAX. Orders placed through a free tier account are not subject to fees, except for the nominal wash trading prevention fee. Orders placed through a free tier account may receive a rebate.

No λ programs: A free tier account cannot be used to access the PAX λ API. Free tier accounts cannot use PAX λ programs and cannot be modified or canceled by a PAX λ program.

Fee and rebate calculations: A free tier order may be partially filled by other free tier orders and partially filled by other paid tier orders. The assessed fees or rebates paid are based on each individual fill. For example, if a free tier order is for 100 quantity and 25 quantity is filled by various free tier orders and 75 quantity is filled by various paid tier orders, then rebates (if any) are paid only for the 75 quantity filled by the paid tier orders. The rebate amount (if any) is calculated based on the fill quantity and quote currency or quote token affiliated with each individual fill from the paid tier.

Wash trading: Wash trading is the practice of trading with oneself or colluding to trade amongst various parties with no intent to exchange economic value, e.g. where the various parties are in fact controlled by the same beneficial interest. Wash trading may be a form of market manipulation. Wash trading may create the appearance of trading activity when there is no meaningful trading activity.

Wash trading fee and prohibition of wash trading: Wash trading is forbidden by PAX trading rules. For free tier orders that match against other free tier orders, the taking order is assessed a nominal wash trading prevention fee. The wash trading prevention fee may be refunded by PAX if the Client is not flagged for wash trading by PAX market surveillance tools.

Free Tier Rebate & Fee Schedule

Rebates are shown as negative values.

¹ For free tier orders that interact with paid tier orders, payment of rebate is contingent on the paid tier order fully funding its fee. If the paid tier order is affiliated with an account participating in a PAX liquidity incentive program or any other discounted fee program, the paid tier order may not be able to fully fund the rebate. Rebates for such interactions may not be paid at all. Regardless, for free tier orders that interact with paid tier orders, there is no fee.

² This is the wash trading prevention fee. Free tier taking orders that interact with free tier making orders must pay a nominal fee at the time of the transaction. If the account is not flagged for wash trading, PAX may, at its sole discretion, refund the fee. PAX will make such determinations within one month of the transaction. PAX may not be able to or may not refund this fee if the client withdraws their funds prior to such time as PAX can run its market surveillance tools to make any wash trading determinations.

Additional Notes

• 1 basis point or 1 bps means 0.01%.
• On-chain transaction fees are a client responsibility; see terms of service.
• Fees are assessed at the time of Order execution.
• Fees are deducted immediately from the client's ledgered balance.
• Rebates are calculated at the time of Order execution.
• Rebates are immediately incorporated into a client's ledgered balance.

Appendix 2: Service Level Agreement (SLA)

Client Support

PAX will provide helpdesk support to Client to answer questions regarding the use of Services. PAX will use commercially reasonable efforts to diagnose problems and to create error corrections, fixes or workarounds with respect to errors in the Services reported by Client to PAX; provided that (i) Client must provide all information reasonably requested by PAX, and (ii) PAX is able to reproduce the reported error based on the information that Client provides to PAX.

Support Hours & Contacts

• Client Support will be provided 7 days a week, 24 hours a day.
• L1-L4 Coverage via Phone, Email and Communication platforms determined by PAX: Monday to Friday from 3am EST to 8pm EST.
• L1 only (escalation for Severity 1 issues) via Phone: 7 days a week, 24 hours a day.

PAX will provide the customer with a welcome letter that includes all support and escalation contact methods.

Responding to Support Requests

All support requests create a case ticket in the PAX support system. The PAX support team will assign a priority to the request depending on the nature of the request. Clients will be notified about any ongoing delays resulting from high volume of support requests.

Severity Levels and Resolution Times

SLA Exclusions

The above availability commitment does not apply to any unavailability, suspension or termination of the Services, or any other Services performance issues: (i) caused by factors outside of our reasonable control, including any Force Majeure or Internet access or related problems beyond the demarcation point of the Services; (ii) that result from any actions or inactions of Client or Client's Authorized Clients or any other third party (including our hosting services provider); (iii) that result from Client's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) arising from our suspension and termination of Client's right to use the Services in accordance with the Terms (each, an "SLA Exclusion")