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1. Introduction

These Terms of Use provide the terms and conditions under which you, whether personally or on behalf of an entity (“you” or “your”), are permitted to use, interact with or otherwise access the tools and services available via ostium.com (the “Site”), app.ostium.com (the “App”), the bot available via Telegram @ostiumbot (the “Bot”), the mobile application (the “Mobile App”) and any third-party tools available via either the Site, the App or the Bot (the “Tools” and together with the Site, the App, the Bot, any other website, application programming interface (“API”), code repository or other attendant tooling, information, services or technology, the “Services”). Certain of these Services are provided by Ostium Foundation (“Foundation”). Certain of the Services were developed by a separate entity, Ostium Labs Co,. (the “Company” and with Foundation, “we”, “us” or “our”). The Company is a developer of software, and a service provider to such software. Neither the Foundation nor the Company operates a cryptoasset or derivatives exchange platform or offer trade execution or clearing services and, therefore, neither has control concerning your transactions using the Services or the Protocol or the Oracles (both as defined below). These Terms of Use, together with any documents and additional terms or policies that are appended hereto or that expressly incorporate these Terms of Use by reference as well as the Privacy Policy on the Site and the NASDAQ Subscriber Agreement (as defined in Section 7(e)) (collectively, the “Terms”), constitute a binding agreement between you and us. The term “user” as used in these Terms refers to someone who accesses or in any way uses or views the Services. By accessing any Services, you agree to these Terms as governing your use of the Services. These Terms apply to use of the Tools and Services, regardless of where or how they are accessed (including outside of or other than via the Site), and regardless of which device is used for access. NOTICE: PLEASE REVIEW THE TERMS CAREFULLY. BY ACCESSING, INTERACTING WITH OR USING ANY OF THE SERVICES, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND, AS SUCH, HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER BELOW (SEE SECTION 10). IF YOU DO NOT AGREE TO BE BOUND BY EVERY PROVISION OF THE TERMS, YOU ARE NOT AUTHORIZED TO VIEW, INTERACT WITH, ACCESS OR USE ANY OF THE SERVICES. USE OF THE APP OR BOT FOR TRADING IS NOT PERMITTED BY PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, HAVE A REGISTERED OFFICE IN, OR HAVE THEIR PRINCIPAL PLACE OF BUSINESS IN CERTAIN JURISDICTIONS, INCLUDING THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, THE EUROPEAN UNION, THE PHILIPPINES, OR ANY OTHER RESTRICTED TERRITORY AS DEFINED BELOW (ANY SUCH PERSON OR ENTITY FROM THESE JURISDICTIONS, A “RESTRICTED PERSON”). ADDITIONALLY, USE OF THE APP OR BOT FOR TRADING IS NOT PERMITTED BY PERSONS OR ENTITIES (I) ON BEHALF OF ANY RESTRICTED PERSON(S) OR (II) DIRECTED, COORDINATED OR CONTROLLED BY ANY RESTRICTED PERSON (ANY SUCH PERSON OR ENTITY ALSO SHALL BE CONSIDERED A RESTRICTED PERSON). THERE ARE NO EXCEPTIONS; THEREFORE, IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE THE APP, BOT OR ANY OTHER PART OF THE SERVICES TO TRADE. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY SIMILAR TOOL TO ATTEMPT TO OR TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED.

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2. The Services and Tools

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a. Introduction and Acknowledgement

The Services, including the Site, the App, the Mobile App and the Bot, provide information, resources, and tools relating to a set of open-source, self-executing smart contracts on the Arbitrum blockchain, an Ethereum layer-2 blockchain, that enables transparent and noncustodial synthetic trading price exposure to a variety of assets (the “Protocol”). We do not own or control the Protocol and cannot intervene, assist or otherwise be involved in any way with your use of the Protocol or your transactions thereon. More information about the Protocol is available in Section 3 (“Related Technology”) below. All Services, including the Site, the App, the Mobile App, and the Bot, are interfaces — some of which only provide information relating to the Protocol and some of which allow you to connect your self-hosted Wallet (“Wallet”) in a non-custodial manner. You acknowledge and agree that when using any of our Services: ● We are not involved in providing or transmitting any information to any protocol (including the Protocol), blockchain network, oracle or any third party service, and we cannot do so at any time or in any manner. ● We do not — and cannot — take possession, custody or control of your cryptoassets at any time. You are in sole control of your Wallet — and the cryptoassets and transactions therewith — at all times. ● We have no access to your Wallet. We cannot control, provide guarantees for, or access your Wallet or its private keys. You are solely responsible for its security. Please be vigilant when interacting with any immutable blockchain technology.

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b. Descriptions

This Site provides information and resources about the fundamentals of the “Protocol. The App is a website displaying a user interface that allows users of the Services to interact with the Protocol. To use the App, you must use a self-hosted or self-custody smart contract wallet (“Wallet”) (see also Section 7 on Third Party Services), which allows you to access public blockchains and interact with them. You should consult the terms of service provided by your Wallet provider to understand your rights and responsibilities as they relate to your Wallet. This also means that we are unable to assist with transactions: please be vigilant in interacting with any immutable blockchain technology. Further, we do not own or control the Protocol (as discussed in Section 3 below), the underlying software through which blockchain networks are formed or the Protocol is deployed. In general, the software underlying blockchain networks, including Arbitrum, is open source, such that anyone can use, copy, modify, and distribute it. The Bot is a software program available via the social networking application known as Telegram, which assists you in accessing the Protocol from Telegram (without use of the App or any other user interface or tool). Via the Bot, you are able to view various markets, manage your own positions (in a fully self-custodial manner) or place trades (also fully self-custodial). The Mobile App is a downloadable software application for mobile devices that provides a user interface to interact with the Protocol. To use the Mobile App, like for the App, you must use a self-hosted or self-custody smart contract Wallet to connect, which allows you to view various markets, manage your positions, and place trades in a fully self-custodial manner. Even when the Site, App, Mobile App, Bot or any other Service appears to be dynamic (e.g., updating or providing new displays when you – on your own accord – provide certain information), at no time are we taking action directed by you or on your behalf. By using the App or the Bot, you acknowledge and agree that all use thereof, and any interaction with the Protocol through the App, Bot or any other Service, is entirely at your own risk. You acknowledge that the Services may not be available without interruption or for any particular duration, and we shall not be responsible for any losses, damages, costs, expenses, lost opportunities or other harm suffered by you in connection with any interruption or termination of the Services. YOU SHOULD READ AND REVIEW THE LIMITATION OF LIABILITY (SECTION 9(d)) WHICH ADDRESSES THIS MORE FULLY. The Protocol is an independent, decentralized, open-source, software-based protocol. For the avoidance of doubt, the Protocol is not part of the Site and is not part of the Services made available by Ostium under these Terms. We have no ability to monitor or control any use of the Protocol by you or any third party, and are not involved in the execution of any transactions on the Protocol, and expressly disclaim any liability for losses or damages arising from or relating to interaction with, or actions taken on, the Protocol through the App, the Mobile App, the Bot or otherwise. We make no representations or warranties about the functionality of the Protocol, and expressly disclaim any liability relating to any malfunction or failure of the Protocol or any regulatory actions or legal uncertainties affecting the availability or use of the Protocol. We do not control or operate any version of the Protocol on Arbitrum, or any other blockchain network. To support the Protocol, there are also various smart contracts that provide real world pricing information and other data relating to assets traded on the Protocol (each, an “Oracle”). Certain third parties — separate and apart from us — provide certain of these Oracles, along with the data and information provided thereby; provided, however, that we also support such Oracles with, among other things, market hours data and may host nodes for such Oracles. The pricing information provided on any Service relating to the Protocol does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with us or on the Protocol. All interactions on the Protocol are undertaken at your own risk, and we are not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol. In addition, we are not liable for any interruption in service for any Oracle providing information — via non-custodial, permissionless smart contracts — and all interactions with the Protocol based on information from the Oracles are undertaken at your own risk. Notwithstanding anything to the contrary set forth herein, the terms of Sections 8 through 10 of these Terms apply to any claims arising out of your interaction with or inability to interact with the Protocol. THE PROTOCOL AND THE ORACLES ARE AVAILABLE “AS IS” AND “WITH ALL FAULTS” AND YOU ACCESS, INTERACT WITH, AND/OR BUILD ON THE PROTOCOL OR THE ORACLES AT YOUR OWN RISK.

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4. Modifications

We reserve the right, in our sole discretion, to modify the Terms at any time or from time to time. The modified Terms will be posted on the Site and will provide the last updated date at the top. Any modified Terms will become effective upon posting. By continuing to access, use or otherwise interact with any of the Services and Tools after the effective date of any modification to the Terms, you are providing your explicit agreement to be bound by the Terms as modified. If you do not agree to be bound by any updated Terms, you are prohibited from using, accessing, or otherwise interacting with the Services or the Tools. It is your responsibility to check the Site for modifications to the Terms. We also reserve the right, in our sole discretion, to modify the Services at any time and from time to time, with or without notice to you. We may also eliminate or terminate any Tool or Service in full or in part, at our sole discretion, with or without notice, including deleting or otherwise materially modifying information, access points, APIs or other information.

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5. Your Representations & Responsibilities

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a. Your Representations

Of Age and Legal Authority. The Services and Tools are intended only for users who are 18 years of age or older and by using, accessing or interacting with the Services, you represent and warrant that you meet this requirement. If you are entering into or accepting these Terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity and its affiliates to these Terms. If you do not meet these requirements, you are prohibited from accessing, using or otherwise interacting with any of the Services at any time. Sanctions. You represent and warrant that you are not, and for the duration of time you use the Services will not be, (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (ii) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (iii) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations; or (iv) operationally based on domiciled in a country or territory in which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply, or otherwise pursuant to sanctions imposed by the U.N., OFAC, EU or the UK. If at any point the above is no longer true, then you must immediately cease using the Services. Restricted Jurisdictions. You acknowledge and agree that you are not permitted to access, use or trade using any of the Services if you are residing in, a citizen of, organized in or located in the following jurisdictions (collectively, the “Restricted Jurisdictions”): a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States, including but not limited to Iran, Syria, Cuba, North Korea, and the Crimea, Dontesk and Luhansk regions of Ukraine; the United States, the United Kingdom; the European Union; and the Philippines. Wallet Configuration. You represent and warrant that you – and only you – are responsible for properly configuring, as applicable, and using the Site, the App, the Bot and for taking appropriate action to secure your data, including without limitation, financial or token information and private keys. With respect to your Wallet (which will be provided by a third party and not us), you are solely responsible for familiarizing yourself with it and its safety and security features, including any private keys and passwords associated therewith. We will not and cannot access your private key, password, or any cryptoassets held within your Wallet nor can it reverse any transactions you initiate with your Wallet (or otherwise). We cannot be responsible or liable in any way for how you use your Wallet. No VPN To Circumvent or Attempt to Circumvent. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site, any other Interface, or the Features. Sophistication for the Services. You acknowledge that you (A) are responsible for properly configuring and using the Services and for taking appropriate action to secure your data or the data of any third party for which you’re responsible when doing so, (B) have the technical and financial know-how, experience and sophistication to properly use, access and interact with the Services, (C) understand the inherent risks of blockchain technology, cryptoassets/tokens and smart contracts, among other related technologies, and (D) are facile, adept and able to use and configure the sophisticated hardware and software required for use, access and interaction with the Services. One-Click Trading. You acknowledge that one-click trading is an optional feature you voluntarily enable; enabling this feature involves delegating signature authority and setting allowances, creating exposure to smart contract vulnerabilities and unauthorized transactions; this feature bypasses individual transaction confirmations and may result in rapid, unintended trades or losses; and you voluntarily assume all risks associated with one-click trading and hereby release Ostium from any related claims, damages, or liabilities arising from your use of this feature. Sophistication Regarding Blockchain Technology. You further acknowledge that (I) blockchains and their attendant technologies involved in using any Services are novel, technologically complex, and involve inherent risk, (II) protocol upgrades and other technological mechanisms may contain bugs or security vulnerabilities that may result in loss of functionality and ultimately of funds, and (III) the Services involve technological innovations such that the results of usage of or interaction with them depend on factors beyond our control, including but not limited to network health, congestion, latency, incentives, user configuration settings, operation of third party software or hardware, wallet or account compatibility, protocol upgrades or forks, the activities of searchers, block builders and others. You should also familiarize yourself with the risks associated with transacting on blockchain networks, including but not limited to smart contract vulnerabilities, front end vulnerabilities, hacks, phishing attacks, social engineering attacks, cryptoasset volatility and transaction irreversibility. You understand that like any other software, the App, the Bot, and the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your assets and Wallet regularly and confirm their proper use and deployment consistent with your intentions. Ostium does not and cannot guarantee the security, performance, or reliability of the Protocol, or any associated blockchain networks, protocols or tools. As part of your knowledge relating to the use of blockchain technology, you acknowledge and agree that you are solely responsible for any fees relating to transactions on any blockchain as it relates to the Protocol, including any transaction (or “gas”) fees relating to any blockchain. Applicable Law. Your access to the App, Bot or any other Service is not (i) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over us, you, the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (ii) contribute to or facilitate any illegal activity. You represent and warrant that you will comply with all Applicable Laws, and you will not use the Site, any other Interface, or the Features if the laws of your country, or any Applicable Law, prohibit you from doing so. ​​ Financial Risks. Use of the Services may carry financial risk. You acknowledge and understand that blockchain-based applications such as the Protocol, and the blockchains on which they are built, are inherently risky and highly experimental by their nature and could result in the loss of the full amount supplied. Transactions entered into in connection with the Protocol are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Services at your own risk. The risk of loss in transacting in cryptoassets can be substantial. Additionally, trading with leverage magnifies your gains and losses, so small price changes in the underlying asset can result in large losses or gainsYou should, therefore, carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources. Further, such risks and adverse outcomes may be exacerbated when leverage and/or derivative products are used and we may, at any time and in our sole discretion, elect to suspend or terminate our support of the Protocol. BY USING THE APP, MOBILE APP OR BOT TO TRADE, YOU CAN LOSE UP TO THE ENTIRE AMOUNT OF THE CRYPTOASSETS INVOLVED IN ANY TRADE AND POTENTIALLY MORE THAN SUCH AMOUNT, IN THE EVENT THAT YOU ARE USING LEVERAGE.

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b. Your Responsibilities

You are responsible for all activities that occur with respect to your use of the Services, regardless of whether the activities are authorized by you or undertaken by you, your employees, your agents or a third party. You are solely responsible for configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your data and any other data for which you are responsible, as applicable in a manner that will provide appropriate security and protection. You agree to access, use or otherwise interact with the Services only in an authorized and appropriate manner and in accordance with these Terms and with all applicable laws. To that end, you are solely responsible for determining whether any taxes or similar governmental assessments may apply to any activity you undertake in connection with your use of the Services, and it is solely your responsibility to report and remit the relevant payments to the appropriate authorities, including but not limited to all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of your use of the Services. You agree that you will not: ● violate any applicable laws or regulations through your access to or use of the Services; ● violate the Terms; ● spam any API or otherwise make excessive API requests; ● exploit the Services for any unauthorized purpose; ● harvest or otherwise collect information from the Services for any unauthorized purpose; ● use the Services in a way that could — on its own — disable, damage or impair them or otherwise interfere with the Services in any way; ● sublicense, sell, or otherwise distribute the Services, or any portion thereof; ● use any data mining tools, robots, crawlers, or similar data gathering and extraction tools to scrape or otherwise remove data from the Services for improper purposes; ● use any manual process to monitor or copy any of the material on the Tooling Site or that is included in the Services or for any unauthorized purpose without our prior written consent; ● introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to the Services; ● attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services; ● abuse the Services in a fraudulent manner, including by providing false or misleading simulations or other information; or ● attack the Services via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Services. You acknowledge and agree that (i) we have the right to investigate violations of these Terms or conduct that affects the Services; (ii) in the event that you use a Service in a prohibited manner or for any other reason, in our sole discretion, we may investigate or take any other action we deem necessary, including but not limited to bringing legal action against you if your use or access of the Services results in harm or damage to us, to rectify the prohibited conduct or any consequences resulting therefrom; and (iii) we may consult and cooperate with law enforcement where and when appropriate and/or necessary. We are not obligated to monitor access to or use of the Services, although we reserve the right to do so in our sole discretion. We reserve the right, but are not obligated, to terminate, suspend, remove or disable access to any Services, at any time and without notice, including, but not limited to, if we, in our sole discretion, consider it objectionable or in violation of these Terms. You acknowledge and agree that we may do so. We also reserve the right to terminate your access to the Services at any time, for any or for no reason, with or without notice to you.

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6. Intellectual Property Rights

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a. Ownership & License

The Services and their entire contents, features, and functionality, other than third-party content, are owned by us, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms, we hereby grant you a personal/single, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy, and distribute in connection with your use of the Services. This license is solely intended to allow you to access, use or otherwise interact with the Services. You acknowledge and agree that you do not receive any other rights to the Services other than those specified in the Terms. Certain Services may be provided to you under a separate license. Third party features or applications integrated into the Services may be subject to other or additional intellectual property licenses and thus, you must review any terms relevant to those third party features or applications to determine the relevant licenses applicable thereto. You agree you will not violate the terms of any such separate license.

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b. Reciprocal License

By using the Services, you grant us a limited, non-exclusive, sublicensable, worldwide royalty free license to use, copy, modify and display any content or Feedback (as defined below) you provide to us or that you post on or through any of the Services solely for our business purposes, including but not limited to the purpose of providing the Services for so long as is necessary to do so.

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c. Ostium Trademarks

Ostium’s name, and all trademarks, logos, taglines, service names, designs, and slogans on the Services are trademarks of Ostium or its affiliates or licensors. You must not use such marks without our prior written permission. All other trademarks not owned by us that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

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d. Your Feedback

You may provide feedback to us or otherwise submit questions and inquiries through some of the Interfaces (“Feedback”). We welcome Feedback relating to improvements or updates to the Interfaces or Features, or inquiries about the same. We will try to review your Feedback but are not obligated to do so nor are we obligated to release any modifications or improvements you submit to us based on your Feedback. You acknowledge and agree that we will own all right, title, and interest in and to all Feedback you submit. You represent and warrant that (i) you and your licensors own all right, title, and interest in and to your Feedback; and (ii) you will not violate any intellectual property or other rights of third parties in providing Feedback to us.

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7. Third Party Information or Services

The Services may be integrated with or otherwise give access to applications, services, sites, tools, technology, data, operations, features or resources that are provided or otherwise made available by third parties, including but not limited to Oracles, wallet infrastructure partners, on-ramp providers (“Third Party Services”). If the Services contain links to, or are otherwise integrated with, such Third Party Services, they are provided for your convenience only. We have no control over those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access a Third Party Service integrated with or linked to any Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Please review any applicable terms, policies or agreements of Third Party Services prior to engaging with them. We reserve the right to withdraw linking permission without notice. Your access and use of Third Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with those third parties, which we do not control and otherwise may have no relationship with. We have no control over and are not responsible for such Third Party Services, including the accuracy, availability, reliability, verification or completeness of information or content shared by or available through Third Party Services, or the privacy practices of such services. Your use of Third Party Services is directly between you and that third party, and you acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Service. For the avoidance of doubt, you agree that you will have no recourse against us for any losses due to your use of these Third-Party Services. Such losses may include, but are not limited to, those arising from or relating to: (a) incorrect information, including any displayed token values or transaction details; (b) failures of blockchain networks, including forks, congestion, or malicious attacks; (c) corrupted cryptocurrency wallet files or wallet incompatibilities; (d) unauthorized access to wallets or accounts, including losses caused by compromised private keys; (e) errors or inaccuracies in the protocol or its underlying software; (f) failures of, or actions by, third-party systems, services, or applications you rely on to use and interact with the Protocol; (g) slippage or market inefficiencies when executing trades. The Services may allow you to link your Wallet with an account you hold on a Third-Party Service (each, a “Third-Party Account”) if permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose or provide access any applicable Third-Party Account information as it relates to the Protocol (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without any expectation of fees or making us subject to any usage limitations imposed by such third-party service providers. By granting Ostium access to any Third-Party Account, you understand that Ostium may access, make available and store (if applicable) any information, data, text, software, alternative social media profiles and other personally identifiable information, and/or other materials that you have provided to and stored in your Third-Party Account (“Linked Account Content”) so that it is available on and through the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND OSTIUM DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Ostium makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Ostium is not responsible for any Linked Account Content. YOU ACKNOWLEDGE AND AGREE THAT OSTIUM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK OR HOLD OSTIUM PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED PROTOCOLS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. OSTIUM SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND OSTIUM CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED PROTOCOL IN CONNECTION WITH THE SERVICES AND ANY USER ASSET INFORMATION.

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e. Market Data; NASDAQ Subscriber Agreement

Certain Services display or otherwise make available market data, quotes, indices, and other information relating to securities and other financial instruments, including information that originates from or is provided by The Nasdaq Stock Market LLC and its affiliates (“Nasdaq”) and other third-party market data providers (collectively, “Market Data”). Market Data is provided by Nasdaq and such other providers, and not by Ostium. With respect to Nasdaq Market Data, Ostium acts only as a distributor (“Vendor”) and you are the recipient (“Subscriber”). Your right to access and use Nasdaq Market Data through the Services is conditioned on your agreement to, and is governed by, the NASDAQ Subscriber Agreement available at docs.ostium.com/legal/nasdaq-subscriber-agreement (the “NASDAQ Subscriber Agreement”), which is hereby incorporated into these Terms by reference. By accessing or using any Service that makes Nasdaq Market Data available — including by clicking to accept the NASDAQ Subscriber Agreement or by continuing to access such Market Data — you agree to be bound by the NASDAQ Subscriber Agreement as either a Non-Professional Subscriber or a Professional Subscriber, as applicable. If you do not agree to the NASDAQ Subscriber Agreement, you must not access or use Nasdaq Market Data through the Services. You acknowledge and agree that: (i) Nasdaq and the other Market Data providers have proprietary rights in their respective Market Data; (ii) Market Data may be inaccurate, delayed, incomplete, or unavailable, and may not be current; (iii) Nasdaq and the other Market Data providers disclaim all warranties with respect to, and limit their liability for, the Market Data as set forth in the NASDAQ Subscriber Agreement; and (iv) Nasdaq is not affiliated with Ostium and does not endorse, sponsor, or approve any Service or the Protocol. The NASDAQ Subscriber Agreement governs the relationship between you and Nasdaq with respect to Nasdaq Market Data and, as set forth therein, is governed by the laws of the State of New Jersey. This does not alter the governing law, dispute resolution, or other provisions of these Terms as they apply between you and us (see Section 10). In the event of a conflict between the NASDAQ Subscriber Agreement and these Terms with respect to Nasdaq Market Data, the NASDAQ Subscriber Agreement controls as between you and Nasdaq.

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8. Indemnification

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a. General

You agree to defend, indemnify and hold harmless us and our licensors, and each of their respective employees, officers, directors, agents and representatives (collectively, the “Ostium Parties”) from and against all liability for monetary damages, contractual claims of any nature, economic loss (including direct, incidental or consequential damages), loss of income or profits, fines, penalties, exemplary or punitive damages, and any other injury, damage, or harm, including reasonable attorney’s fees (collectively, “Damages”) that relate in any way to any demand, claim, regulatory action, proceeding or lawsuit, regardless of the cause or alleged cause, whether the allegations are groundless, fraudulent, false or lack merit and regardless of the theory of recovery (“Claims” and each, a “Claim”) arising out of or relating to: (i) your access to or use of the Services; (ii) violation or breach of the Terms or violation of applicable law by you, your customers, users, employees, agents and other associated persons; (iii) a dispute between you and any third party; (iv) your alleged or actual infringement or misappropriation of any third party’s intellectual property or other rights; and (v) your Feedback. In the event we receive a third party subpoena or other compulsory legal order or process associated with Claims described in (i) through (v) above, then, in addition to the indemnification set forth above, you will reimburse us for the time, effort and expenditures we expended responding to such matters at our then-current hourly rates as well as our reasonable attorneys’ fees.

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b. Release

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE OSTIUM PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES. To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that the releases in these Terms of Use are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

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c. Process

If you are obligated to indemnify us, then you agree that we will have the right in our sole discretion, to control any action or proceeding and to determine whether we wish to settle and if so, on what terms, and you agree to fully cooperate with us in the defense or settlement of such Claim.

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9. Disclaimers and Limitations of Liability

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a. Services

By accessing the Services, you hereby acknowledge and agree that we cannot and do not guarantee the functionality, security or availability of the Services. The technologies on which the Services rely may be subject to sudden changes and we cannot and do not guarantee that your access to or use of the Services will be uninterrupted or error free. You assume all risks related thereto. We make no claims that the Services or any of its content is accessible or appropriate in your country. You acknowledge that although we are constantly improving mechanisms and security as it relates to the Services, that certain security breaches might result in loss or corruption of data and that the Ostium Parties shall not be liable to you or any other users for any damages caused by such breaches or corruption of data. The Ostium Parties are not responsible for unauthorized access to the Services, including any access that occurred as a result of fraud, phishing or criminal activity perpetrated against you by third parties. The Ostium Parties shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in the performance of the Services when and to what extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control and/or from the hardware used in the Services, including, without limitation, acts of God, cyberattack or ransomware, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunications or third party service provider breakdown, interruption or unavailability, electrical disruptions or power outages. You further acknowledge and agree that you bear all risk of loss associated with your use of the Services, and the Ostium Parties shall have no liability whatsoever for fluctuations in the value of cryptocurrency, transaction, or any bundle of transactions.

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b. Other Disclaimers

Nothing contained in the Services or any other content on the Site or otherwise constitutes a solicitation, recommendation, endorsement, or offer by Ostium to buy or sell any cryptoasset or other financial instruments. Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that Ostium intends to offer such Services in your country. Ostium makes no representations that Services are appropriate or available for use in other locations. Anyone accessing the Services does so of their own volition and is responsible for compliance with applicable law. OSTIUM IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER OSTIUM NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. OSTIUM PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES. BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL. OSTIUM IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. OSTIUM SHALL NOT BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY WALLET. OSTIUM SHALL NOT BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE FINANCIAL LAWS OR REGULATIONS IN YOUR JURISDICTION. WE DO NOT WARRANT THAT THE SERVICES COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE LEGAL OR REGULATORY AUTHORITY.

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c. No Representations or Warranties

THE SERVICES ARE PROVIDED “AS IS,” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, NEITHER WE NOR ANY OTHER OSTIUM PARTY MAKES ANY REPRESENTATION OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, AND THE OSTIUM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (i) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE; (iii) THAT THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS; AND (iv) THAT ANY CONTENT OR FEEDBACK WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

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d. Limitations of Liability

THE OSTIUM PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS OR USERS, OPPORTUNITIES, GOODWILL, USE, DATA, CONTENT OR OTHER ASSETS), EVEN IF ANY OF THE OSTIUM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NONE OF THE OSTIUM PARTIES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (i) YOUR INABILITY TO USE, OR ANY DELAY IN THE USE OF, THE SERVICES, INCLUDING AS A RESULT OF ANY (A) TERMINATION OF THE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES, (B) OUR SUSPENSION OR DISCONTINUATION OF ANY OF THE SERVICES, OR (C) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (ii) COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (iii) INVESTMENTS, EXPENDITURES, OR COMMITEMENTS BY YOU IN CONNECTION WITH THE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES; (iv) UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA; OR (v) CHANGE IN VALUE OF ANY CRYPTOASSET. IN ANY CASE, THE OSTIUM PARTIES’ AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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10. Governing Law, Dispute Resolution & Class Action Waiver

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a. Governing Law

These Terms, and your use of, access to or interaction with the Services, are governed by the laws of the Cayman Islands, without regard to conflict of laws rules. The exclusive jurisdiction for all Claims will be the courts located in the Cayman Islands, and you acknowledge and agree that any Claims are subject to the jurisdiction of such courts, and waive any objection to the laying of such venue.

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b. Dispute Resolution

Prior to commencing any legal proceeding of any kind against us, including an arbitration, you and we agree that we will attempt to resolve any Claim by engaging in good faith negotiations. Such negotiation requires that the aggrieved party provide written notice to the other party specifying the nature and details of the dispute (the “Initial Notice”). The party receiving the Initial Notice shall have 20 days to respond, and within 45 days after the Initial Notice was sent, the parties shall meet and confer in good faith to try and resolve the Claim. If the parties are unable to do so within 90 days of the Initial Notice, the parties may agree to mediate their dispute or either party may submit to arbitration according to these Terms.

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c. Mandatory Arbitration

Any Claim arising out of or relating to these Terms or the Services, or the breach, termination, enforcement, interpretation or validity of the Terms, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Delaware before a single arbitrator. This Section will not preclude parties from seeking provision remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration will be conducted by JAMS pursuant to its rules then in effect, except as modified by these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules. All other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (collectively, the “JAMS Rules”). YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

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d. Class Action Waiver

Any arbitration under the Terms shall take place on an individual basis – class arbitrations and class actions are not permitted. To the fullest extent permitted by applicable law, you agree that any proceedings to resolve any Claim will be brought and conducted only in your individual capacity and not as a party (plaintiff or otherwise) or member of any class (or purported class), consolidated proceeding, multi-plaintiff proceeding or representative action or proceeding. Any arbitration will not be permitted to be consolidated or aggregated with any other arbitration and the arbitrator will not have any authority to do so, and will not have the authority to make an award to any person or entity not a part of the individual arbitration in which you are a party. You further agree that any arbitrator may not preside over any form of class action involving you and us.

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11. General Terms

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a. No Relationship

Nothing in the Terms shall be construed to create any relationship between you and us other than as defined herein. Neither you nor we are an agent of each other under these Terms or otherwise, and you shall have no right to hold yourself out as in any way having a relationship with us other than as someone using, accessing or otherwise interfacing with the Services.

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b. Assignments

You agree you are not permitted to assign or otherwise transfer any of your rights and obligations under the Terms, but Ostium may assign or transfer the Terms, in whole or in part, without restriction. Any assignment or transfer by you in violation of this Section will be void. Subject to the foregoing, the Terms will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.

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c. Entire Agreement

The Terms, including any policies that expressly or impliedly incorporate the Terms by reference, constitute the entire agreement between you and us regarding the subject matter herein. The Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, if any, whether written or verbal, regarding the subject matter of the Terms.

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d. No Waiver

The failure by us to enforce any provision of the Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

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e. Severability

If any portion of the Terms are held to be unenforceable or invalid, the remainder of the Terms will continue in full force and effect. Any invalid or unenforceable portions will be interpreted to effectuate the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Terms, but the rest of the Terms will remain in full force and effect.

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f. Notice

Any notices or other communications provided by us 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. The communications between you and Ostium may take place via electronic means, whether you visit Services, or whether Ostium posts notices on Services or communicates with you via e-mail. You consent to receive communications from Ostium in an electronic form; and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ostium provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

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g. Remedies

Any right or remedy of ours set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay by Ostium in exercising or enforcing any right, power, or privilege under these Terms shall not operate as a waiver thereof.

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h. Contact Us

If you have any questions about these Terms or the Services, you may contact us at team@ostium.io.