HADRON BY TETHER TERMS OF USE

1. Definitions

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

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

1.3 Defined Terms. The following terms shall have the following meanings:

• (a) "Actions" means any actions, suits, arbitrations, investigations or administrative or other proceedings of or before any arbitrator or Government.
• (b) "Affiliate" means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company.
• (c) "Aggregated Statistics" means data and information related to the User's and any End User's use of the Tools on the Platform that is used by Tether Hadron in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Tools.
• (d) "AML" means anti-money laundering, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including to the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.
• (e) "Anti-Corruption" means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery.
• (f) "API Terms of Service" means the Hadron API Terms of Service available at Law Enforcement Requests Policy.
• (g) "Canadian Person" means
  • (i) a resident of any province or territory of Canada;
  • (ii) any Person established or organized in or under the Laws of Canada or any province or territory of Canada;
  • (iii) any estate of a decedent who was a resident of any province or territory of Canada; and
  • (iv) any Person established or organized outside Canada or any province or territory of Canada, in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (x) holds a 50 percent or greater equity interest by votes or value, (y) holds a majority of seats or memberships on the board of directors of the entity, or (z) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.
• (h) "Confidential Information" has the meaning set forth in Section 7 of these Terms.
• (i) "CRS" means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information.
• (j) "CTF" means counter-terrorist financing.
• (k) "Data Privacy Laws" means any applicable Laws relating to data privacy, the protection of personal information or data and the cross-border transfer of personal information or data.
• (l) "Default Rate" means at a rate per annum equal the Secured Overnight Financing Rate (SOFR), plus five percent (5.00%) or, if lower, the highest rate permitted under applicable Law.
• (m) "Digital Tokens" means a digital representation of value that functions as: (i) a medium of exchange; (ii) a unit of account; (iii) a store of value; and/or (iv) other similar digital representations of rights or assets, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoins and ethers.
• (n) "Digital Tokens Address" means an alphanumeric identifier that represents a potential destination for a Digital Tokens transfer, which typically is associated with a user's Digital Tokens Wallet.
• (o) "Digital Tokens Wallet" means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user's Digital Tokens Address, Digital Tokens balance, and Private Keys.
• (p) "Documentation" means any know-how documentation relating to the Tools available at the Site, if and when available.
• (q) "Economic Sanctions" means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to either Party.
• (r) "Effective Date" shall have the meaning given to it in the applicable Order Form.
• (s) "End User" means any Person (other than the User) who receives or redeems any User Token from the User or, where applicable, who interacts or accesses the KYC Portal Tools in connection with the User Token.
• (t) "FATCA" means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended.
• (u) "FATF" means the Financial Action Task Force.
• (v) "Feedback" has the meaning set forth in Section 8.3 of these Terms.
• (w) "Fees" has the meaning set forth in Section 6.1 of these Terms.
• (x) "FIA" means the Financial Investigation Authority of the British Virgin Islands.
• (y) "Fiat" means the money or currency of any country or jurisdiction that is: (i) designated as legal tender; and, (ii) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance.
• (z) "FinCEN" means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.
• (aa) "Government" means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise.
• (bb) "Government Official" means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation.
• (cc) "Law Enforcement Requests Policy" means the law enforcement requests policy available at this link.
• (dd) "Laws" means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to the User, the User Tokens or the Platform.
• (ee) "Losses" means, collectively, any claim, application, loss, injury, penalty, delay, accident, cost, business interruption costs, or any other expenses (including attorneys' fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses.
• (ff) "KYC Portal" means the online portal forming a part of the Platform that is made available to the User and its End Users, to allow End Users to submit the know-your-client and other anti-money laundering and other compliance documents required by the User in connection with the User Tokens.
• (gg) "KYC Portal Tools" means the provision of access of End Users to the KYC Portal.
• (hh) "OFAC" means Office of Foreign Assets Control of the U.S. Department of the Treasury.
• (ii) "Order Form" has the meaning given in the preamble hereto.
• (jj) "Person" includes an individual, association, partnership, corporation, other corporate body, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).
• (kk) "Platform" means Hadron by Tether, an online platform providing access to software tools for creating and managing cryptocurrencies.
• (ll) "Privacy Statement" means the privacy statement available at this link.
• (mm) "Private Key" means the alphanumeric code that provides control over a Digital Tokens Address.
• (nn) "Prohibited Jurisdictions" means any of: (i) a jurisdiction subject to a comprehensive embargo by the British Virgin Islands, El Salvador, the United States, or the United Nations, which comprise as of the date of these Terms, Iran, the Democratic People's Republic of Korea ("North Korea"), Cuba, Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People's Republic (a region of Ukraine), the self-proclaimed Luhansk People's Republic (a region of Ukraine), Kherson (a region of Ukraine) and Zaporizhzhia (a region of Ukraine), including any Government or Government Official of those jurisdictions; (ii) a high risk jurisdiction subject to a call for action by the FATF to apply countermeasures or enhanced due diligence measures, which comprise as of the date of these Terms, Iran, Myanmar and North Korea; and (iii) any other country for so long as it prohibits or would require the registration or qualification of Tether Hadron with a Government or Government Official thereof.
• (oo) "Prohibited Person" means any U.S. Person; any Canadian Person; the Government of Venezuela; any resident of, or Government or Government Official of, any Prohibited Jurisdiction; and any Sanctioned Person.
• (pp) "Prohibited Use" has the meaning set out in Section 2.4 of these Terms.
• (qq) "Run-Off Period" has the meaning set out in Section 11.3(b) of these Terms.
• (rr) "Sanctioned Person" refers to any Person or Digital Tokens Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) subject to any requirement of Government approval or otherwise sanctioned, restricted or penalized under applicable Economic Sanctions, AML and CTF Laws.
• (ss) "Sanctions List" means the "Specially Designated Nationals and Blocked Persons" ("SDN") List and the Non-SDN List, including the "Sectoral Sanctions Identifications List", published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, El Salvador the British Virgin Islands, the United Nations, or any other jurisdiction or Government, as applicable to the User, Tether Hadron, the Platform or the Tools, each as amended, supplemented, or substituted from time to time.
• (tt) "Sensitive Personal Data" means an individual's financial information, sexual preferences, medical or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child protection laws and any additional types of information included within this term or any similar term (such as "sensitive personal information" or "special categories of personal information") as used in applicable Data Privacy Laws.
• (uu) "Service Term" has the meaning set forth in Section 11.1 of these Terms.
• (vv) "Site" means all webpages at plus.tether.to or such other or replacement URL as Tether Hadron may communicate to User from time to time.
• (ww) "Smart Contracts" means the smart contracts used to create and/or manage the User Token licensed to the User by Tether Hadron hereunder.
• (xx) "Territory or Insular Possession of the United States" means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act).
• (yy) "Tether Hadron" has the meaning set forth in the recitals to these Terms.
• (zz) "Tether Hadron IP" means the Platform, Tools, the Documentation, and any and all intellectual property provided to User or any User Authorized Personnel in connection with the foregoing. For the avoidance of doubt, Tether Hadron IP includes the Smart Contracts, all trademarks, service marks and trade names appearing on the Site, including both word markets and design marks, logos, text, code, images, graphics, and other protected works, trade secrets, proprietary know how, Aggregated Statistics and any information, data, or other content derived from Tether Hadron's monitoring of User's access to or use of the Tools, but does not include User Data or the User Tokens.
• (aaa) "Third-Party Products" has the meaning set out in Section 11.8 of these Terms.
• (bbb) "Tools" has the meaning set forth in Section 2.1 of these Terms.
• (ccc) "User" has the meaning set forth in the recitals to these Terms.
• (ddd) "User Account" means the User Account the User creates on the Platform to access the Tools described herein.
• (eee) "User Authorized Personnel" means the User's employees, consultants, contractors, and agents (i) who are authorized by the User to access and use the Tools under the rights granted to the User pursuant to the Agreement; (ii) for whom access to the Tools has been purchased hereunder; (iii) who are not Prohibited Persons; and (iv) who are not accessing the Platform from any Prohibited Jurisdiction.
• (fff) "User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of the User, an End User or any User Authorized Personnel through the Tools.
• (ggg) "User Token" means a Digital Token for which the User utilizes the Platform to create and manage.
• (hhh) "User Token Key" means the Private Key a User uses to create and manage any User Tokens.
• (iii) "United States" or "U.S." means the several states of the United States and the District of Columbia.
• (jjj) "U.S. Citizen or U.S. Resident" includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the "substantial presence" test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government.
• (kkk) "U.S. Financial Institution" means any U.S. Person and any of its Affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits, (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits, or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to Affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution's Affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States. U.S. Financial Institution includes depository institutions, banks, saving banks, money service businesses, trust companies, insurance companies, securities brokers and dealers, commodity futures and options brokers and dealers, forward contract and foreign exchange merchants, securities and commodities exchanges, clearing corporations, investment companies, employee benefit plans, and U.S. holding companies, U.S. affiliates, or U.S. subsidiaries of any of the foregoing.
• (lll) "U.S. Person" means:
• (i) a U.S. Citizen or U.S. Resident;
• (ii) a corporation, partnership, or other entity established or organized in or under the Laws of the United States;
• (iii) any estate: (i) of a decedent who was a U.S. Citizen or U.S. Resident at the time of death; (ii) of which any executor or administrator is a U.S. Person (unless this executor or administrator is a professional fiduciary and shares with a non-U.S. Person investment discretion with respect to the assets of an estate that is governed by non-U.S. law); (iii) which is administered under the laws of the United States; and (iv) with assets located in the United States;
• (iv) any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more U.S. Persons have the authority to control all substantial decisions of the trust;
• (v) any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or
• (vi) any pension plan for the employees, officers or principals of a legal entity described in Section 1.3(lll)(ii), unless the pension plan is primarily for foreign employees of such entity.

2. Access and Use.

2.1 Tools. The primary purpose of the Platform is to provide access to software tools to assist the User with creation, configuration and management of their respective User Token. To accomplish this and where and to the extent set out in the Order Form, Tether Hadron may make certain software-as-a-service offerings available to the User on the Platform (collectively and to the extent set out as being provided to the User in the Order Form, the "Tools").

2.2 Provision of Access. Subject to the Agreement, Tether Hadron hereby grants the User a non-exclusive, non-transferable right to access and use the Tools on the Platform for the duration of the Service Term, solely for use, only to Section 3, by User Authorized Personnel in accordance with the terms and conditions herein. Subject only to Section 3, the use of the Tools is limited to the User’s internal use. Tether Hadron shall provide to the User the necessary network links or connections to allow the User to access the Tools on the Platform via the Internet. The total number of User Authorized Personnel will not exceed the number set forth in the Order Form except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. Each Person who will use a User Token Key in order to execute transactions in respect of the User Token using the Tools must be a User Authorized Personnel. For example, if User requires three "signers" to use their User Token Key in order to execute transactions in respect of the User Token, each "signer" must be a User Authorized Personnel.

2.3 Documentation License. Subject to the terms of the Agreement, Tether Hadron hereby grants to the User a non-exclusive, non-sublicensable, non-transferable license to use the Documentation solely for the User’s internal purposes for the duration of the Service Term in connection with its use of the Tools.

2.4 Use Restrictions. The User shall not use the Tools for any purposes beyond the scope of the access granted in the Agreement. The User shall not at any time, directly or indirectly, and shall not permit any User Authorized Personnel to:

• (a) copy, modify, or create derivative works of the Tools or Documentation, in whole or in part;
• (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Tools or Documentation;
• (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Tether Hadron IP or any software component of the Tools, in whole or in part;
• (d) remove any proprietary notices from the Tools or Documentation;
• (e) use the Platform to issue or facilitate the transfer of User Tokens or other Digital Tokens in violation of any applicable Law (including any securities, commodities or consumer protection Laws, Data Privacy Laws or AML Laws);
• (f) use the Tools or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable Law;
• (g) use the Platform or any Tools in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
• (h) use the Platform or any Tools to violate any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, or prohibit, penalize, sanction, or expose Tether Hadron to liability for any Tools furnished or offered to the User under the Agreement;
• (i) use the Platform or any of the Tools, or any financial services of any U.S. Financial Institution, whether or not an Affiliate of Tether Hadron, to facilitate, approve, evade, avoid, violate, attempt to violate, aid or abet the violation of, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
• (j) use the Platform or any Tools to evade taxes under the Laws of El Salvador, the United States, or any other jurisdiction(s) applicable to the User or the Platform;
• (k) purchase or redeem Digital Tokens or otherwise transact on the Platform or any Tools with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by the User and belong to the User;
• (l) use the Platform or any Tools to interfere with or subvert the rights or obligations of Tether Hadron or the rights or obligations of any other user or any other third party or cause legal liability for Tether Hadron or any other user or third party;
• (m) take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Platform;
• (n) use the Platform or any Tools to engage in conduct that is detrimental to Tether Hadron or to any other user or any third party;
• (o) falsify or materially omit any information or provide misleading or inaccurate information requested by Tether Hadron, including at registration or during the course of administering any Tools to the User;
• (p) cause injury to, or attempt to harm, to Tether Hadron or any third party through the User’s access to the Platform or any Tools;
• (q) where the User is subject to prohibitions or restrictions as set forth herein, access the Platform or use any Tools utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising the User’s IP address or location, or access the Platform or use any Tools using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
• (r) utilize the Platform or any Tools for the financial or other benefit of a Prohibited Person;
• (s) allow User Tokens to be used directly or indirectly (i) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (ii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws; or
• (t) violate, promote, cause a violation of, or conspire or attempt to violate the Agreement or applicable Laws; or
• (u) where the User has access to KYC Portal Tools, to utilize, or encourage or permit the use by any other Person of the KYC Portal to collect Sensitive Personal Data other than financial information collected for a bona fide purpose directly related to the User Tokens;
• (v) where the User has access to KYC Portal Tools, to utilize, or encourage or permit the use by any other Person of the KYC Portal for any use other than directly related to the User Tokens.

Any use, whether actual or suspected, as described in this Section 2.4 shall constitute a "Prohibited Use". If Tether Hadron determines or suspects that the User has engaged in any Prohibited Use, Tether Hadron may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include making a report to any Government, law enforcement, or other authorities, without providing any notice to the User about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that the User may have on the Platform; and, suspending or terminating the User’s access to any Tools or Fiat, funds, property, or Digital Tokens from any Digital Tokens Address. In addition, should the User’s actions or inactions result in the imposition of economic costs to Tether Hadron, the User shall pay an amount to Tether Hadron so as to render Tether Hadron whole, including the amount of taxes or penalties that might be imposed on Tether Hadron. FOR THE AVOIDANCE OF DOUBT, EVERY PROHIBITED PERSON IS STRICTLY PROHIBITED FROM DIRECTLY OR INDIRECTLY USING THE PLATFORM OR ANY OF THE TOOLS IN ANY WAY. THE USER SHALL NOT USE THE PLATFORM OR ANY OF THE TOOLS FOR THE FINANCIAL OR OTHER BENEFIT OF A PROHIBITED PERSON OR TO ENGAGE IN A PROHIBITED USE DESCRIBED ABOVE.

2.5 Reservation of Rights. Tether Hadron reserves all rights not expressly granted to User in the Agreement. Except for the limited rights and licenses expressly granted under these Terms, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to Tether Hadron IP. The User agrees not to appropriate, copy, mimic, display, exploit, reverse engineer, publish, or otherwise use Tether Hadron IP without express, prior, written permission from Tether Hadron or the respective owner of Tether Hadron IP, including as a trademark, service mark, trade name, domain name, website name, social media profile/handle, online, in an advertisement, in marketing, as or in connection with a phone number, as or in connection with an email address, in internet search results, in meta data or code, or in any other manner.

2.6 Suspension. Notwithstanding anything to the contrary in these Terms, Tether Hadron may permanently or temporarily suspend the User’s and any User Authorized Personnel’s or, where KYC Portal Tools are provided, any End User’s access to any portion or all of the Tools, without notice if: (i) Tether Hadron reasonably determines that (A) there is a threat or attack on any of Tether Hadron IP; (B) the User’s, any User Authorized Personnel’s or any End User’s use of Tether Hadron IP disrupts or poses a security risk to Tether Hadron IP or to any other user or vendor of Tether Hadron; (C) the User, any User Authorized Personnel or any End User is using Tether Hadron IP for fraudulent or illegal activities; (D) subject to applicable Law, the User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Tether Hadron’s provision of the Tools to the User or any User Authorized Personnel is prohibited by applicable Law; (ii) in the event that Tether Hadron or any other Person receives any complaint from any End User or relating to the User Tokens; (iii) in accordance with Section 6.1; or (iv) the User engages in any Prohibited Use described in Section 2.4.

2.7 Service Suspension. Without limitation of Section 2.6, Tether Hadron reserves the right to permanently or temporarily suspend the User’s, any User Authorized Personnel’s and, where any KYC Portal Tools are provided, any End User’s access to any portion or all of the Tools at any time, for any reason, without prior notice (any such suspension, a "Service Suspension"), including for scheduled or unscheduled maintenance, where any vendor of Tether Hadron has suspended or terminated Tether Hadron’s access to or use of any third-party services or products required to enable the User to access the Tools, or where Tether Hadron has ceased to make the Platform available. Tether Hadron shall use commercially reasonable efforts to provide written notice of any Service Suspension to the User and to provide updates regarding any proposal to resume access for the User to the Tools following any Service Suspension. Tether Hadron will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the User or any User Authorized Personnel may incur as a result of a Service Suspension.

2.8 Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Tether Hadron may monitor the User’s use of the Tools, and, where any KYC Portal Tools where provided, any End User’s use of the KYC Portal Tools, and collect and compile Aggregated Statistics. As between Tether Hadron and the User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Tether Hadron. The User acknowledges that Tether Hadron may compile Aggregated Statistics based on User Data input into the Tools. The User agrees that Tether Hadron may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify the User or the User’s Confidential Information.

2.9 User Authorized Personnel. The maximum number of User Authorized Personnel who may access the Tools is set out in the Order Form. Each Person who will use a User Token Key in order to execute transactions in respect of the User Token using the Tools must be a User Authorized Personnel. In order to use the Tools, each Person who will use a User Token Key in order to execute transactions in respect of the User Token must have a compatible Digital Tokens Wallet.

3. KYC Portal Tools

3.1 Provision of Tools. Where expressly set out in the Order Form, Tether Hadron may provide access to the User and its End Users of the KYC Portal, to upload identification and other documents (the "End User Information"). The KYC Portal solely acts as a conduit for End Users to upload the End User Information, which will then be shared to the User in accordance with the Privacy Statement, in order for the User to satisfy itself that the issuance and management of User Tokens is carried out in compliance with all applicable Laws, including any AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Data Privacy Laws or tax Laws.

3.2 No Review Conducted. Tether Hadron does not, and undertakes no responsibility to, review, conduct screenings of or monitor any End User, or any documentation provided thereby, whether held, sent or received pursuant to the use of the KYC Portal Tools or otherwise. In using the KYC Portal Tools, the User must not rely on Tether Hadron to carry out any such review. Tether Hadron does not, and nothing in the Tools shall be interpreted as providing, any legal, compliance or regulatory advice concerning the User Tokens or the End Users. Tether Hadron does not provide any representations or warranties as to the content, accuracy or legitimacy of any information provided by the End User. The User retains sole responsibility and nothing in the Agreement shall infer any liability on Tether Hadron in respect of, ensuring that the issuance and management of User Tokens is carried out in compliance with all applicable Laws, including any AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply.

3.3 Use of End User Information. The User must provide that all End User Information accessed by or on its behalf is processed in accordance with applicable Data Privacy Laws. The User must not utilize the KYC Portal Tools to collect any Sensitive Personal Data other than financial information collected for a bona fide purpose directly related to the User Tokens.

3.4 No Obligation to Retain. Tether Hadron has no obligation to maintain any End User Information for any minimum period. The User must ensure that it retains such copies of the End User Information, in a manner compliant with applicable Data Privacy Laws, to meet any record retention requirements pursuant to all applicable Laws, including any AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply.

3.5 Compliance Law Programs. The User undertakes that it has established and shall continue to maintain an adequate program to promote adherence to and prevent violations of applicable AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, tax Laws, securities laws or other laws. The User further represents and warrants that, where required by applicable Law: (i) it has written policies and procedures including procedures to identify and report applicable suspicious activity; (ii) it has a designated AML compliance officer (whose identity has been made known to Tether Hadron); (iii) it provides AML training; and (iv) its compliance program is independently assessed or evaluated on a periodic basis.

4. User Responsibilities.

4.1 General. The User is responsible and liable for all uses of the Tools and the Documentation resulting from access provided by the User, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, the User is responsible for all acts and omissions of User Authorized Personnel and any End Users, and any act or omission by User Authorized Personnel and any End User who utilizes the Platform that would constitute a breach of the Agreement if taken by the User will be deemed a breach of the Agreement by the User. The User shall use reasonable efforts to make all User Authorized Personnel aware of the provisions of the Agreement as applicable to such User Authorized Personnel’s use of the Tools and shall cause User Authorized Personnel to comply with such provisions.

4.2 End User License Agreement. The User shall ensure that any agreement, contract or term of sale between the User and End User explicitly disclaims and releases Tether Hadron from any liability or responsibility arising from the use of the Tools.

4.3 Responsibility for Private Keys. The User is solely responsible for the control and management of its Private Keys, including any User Token Keys. The Tools and Platform are not a Digital Tokens Wallet and do not include functionality for storing and managing Private Keys. In order to use the Tools, the User will need to have a separate Digital Tokens Wallet. Such Digital Tokens Wallet is subject to its own terms and conditions and the applicable. If the User does not agree to abide by the applicable terms for any such Digital Tokens Wallet, then the User should not install or use such Digital Tokens Wallet. Tether Hadron and its Affiliates have no access to or control over any of User’s Private Keys or any User Token Keys and consequently have no control over the User Tokens or capacity to support User in the event any of User’s Private Keys or any User Token Keys are lost, stolen or otherwise compromised. The User must ensure that it has the ability and resources to manage any User Tokens outside of the Platform in the event of non-availability of the Platform, a Service Suspension, termination or expiration of the Agreement or for any other similar event or reason. Tether Hadron shall not be liable for any losses or damages incurred by the User, any End User or any other Person, or relating to the User Tokens due to the unavailability of the Platform, a Service Suspension, the termination or expiration of the Agreement or for any other similar event or reason.

4.4 Blockchains. The Tools may from time to time permit the creation and management of Digital Tokens on one or more blockchains. Such blockchains are subject to their own terms and conditions and are not under the control of Tether Hadron or made available by Tether Hadron. The User must investigate and become comfortable with the blockchain(s) on which it chooses to create the User Tokens. Tether Hadron make no representations or warranties whatsoever regarding any blockchain and shall not be liable for any losses or damages incurred by the User or any other Person, or relating to the User Tokens due to the unavailability or performance of any blockchain.

5. Service Levels and Support. Tether Hadron provides no assurances or remedies related to service levels, availability or performance of the Platform or any of the Tools.

6. Fees and Payment.

6.1 Fees. The User shall pay Tether Hadron the fees ("Fees") as set forth in the Order Form without offset or deduction.

6.2 Payment Terms. The User shall make all payments on or before the due date set forth in the Order Form or, if not stated, within thirty (30) days after presentation of an invoice of written demand by or on behalf of Tether Hadron therefor. If the User fails to make any payment when due, without limiting Tether Hadron’s other rights and remedies: (i) Tether Hadron may charge interest on the past due amount at the Default Rate calculated daily and compounded monthly; (ii) the User shall reimburse Tether Hadron for all reasonable costs incurred by Tether Hadron in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Tether Hadron may suspend the User’s and its User Authorized Personnel access to the Platform and any portion or all of the Tools until such amounts are paid in full.

6.3 Taxes. All Fees and other amounts payable by the User under the Agreement are exclusive of taxes and similar assessments. The User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the User hereunder.

6.4 Changes. Tether Hadron reserves the right to change the Fees at any time, and Tether Hadron will provide the User with notice of any such Fee changes pursuant to the terms of the Agreement.

6.5 Gas Charges. Certain Tools involve the use of a blockchain, which may require the User to pay a fee, commonly known as "gas" ("Gas Charges"), for the computational resources required to perform a transaction on the blockchain. The User acknowledges and agrees that Tether Hadron has no control over: (a) any blockchain transactions; (b) the method of payment of any Gas Charges; or (c) any actual payments of Gas Charges. Accordingly, the User must ensure that the User has a sufficient balance of applicable Digital Tokens to pay applicable Gas Charges in order to complete any transaction on the blockchain before initiating such blockchain transaction.

7. Confidential Information. From time to time during the Service Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any Person or entity, except: (x) to the receiving Party’s or its Affiliates personnel who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and (y) in the case of Tether Hadron, as set out in Section 12.12 (Sharing of Information). Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of the Agreement in perpetuity.

8. Intellectual Property Ownership; Feedback.

8.1 Tether Hadron IP. The User acknowledges that, as between the User and Tether Hadron, Tether Hadron owns all right, title, and interest, including all intellectual property rights, in and to Tether Hadron IP and, with respect to Third-Party Products, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

8.2 User Data. Tether Hadron acknowledges that, as between Tether Hadron and the User, the User owns all right, title, and interest, including all intellectual property rights, in and to the User Data. The User hereby grants to Tether Hadron a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Tether Hadron to provide the Tools on the Platform to the User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.

8.3 Feedback. If the User or any of its employees, contractors or agents sends or transmits any communications or materials to Tether Hadron by mail, email, telephone, or otherwise, suggesting or recommending changes to Tether Hadron IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Tether Hadron is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. The User hereby assigns to Tether Hadron on the User’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Tether Hadron is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Tether Hadron is not required to use any Feedback.

9. Limited Warranty and Warranty Disclaimer.

9.1 TETHER HADRON IP, THE TOOLS AND THE PLATFORM ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND TETHER HADRON HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TETHER HADRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TETHER HADRON MAKES NO WARRANTY OF ANY KIND THAT TETHER HADRON IP, THE TOOLS, THE PLATFORM OR ANY USER TOKEN OR RESULT OF THE USE OF TETHER HADRON IP, THE TOOLS, THE PLATFORM OR USER TOKEN, WILL MEET THE USER’S, ANY END USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER TOOLS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. THE USER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE TOOLS, PLATFORM OR USER TOKEN.

10. Limitations of Liability; Indemnification.

10.1 Exclusion of Liability. To the maximum extent permitted by applicable Law, the User irrevocably agrees and acknowledges that none of Tether Hadron, any Affiliate of Tether Hadron, and each of their respective shareholders, members, officers, directors, contractors, employees, attorneys and agents (collectively the "Associates") assumes any liability or responsibility for and none shall have liability or responsibility, whether in an action in contract, tort or otherwise, for any losses directly or indirectly arising out of or related to:

• (a) any breach by the User of the Agreement;
• (b) the issuance or management of any User Token;
• (c) the Platform, and the User’s use of it, except as explicitly provided for in the Agreement;
• (d) the Tools, and the User’s use of any of them, except as explicitly provided for in the Agreement;
• (e) any failure by the User, any of the User’s Affiliates, any End User or any holder of User Tokens to comply with applicable Laws;
• (f) any agreement between the User and any End User or any other third party;
• (g) any information or material available through the Platform, whether originating from Tether Hadron, any of its Affiliates, or any other Person;
• (h) any User Tokens;
• (i) any inaccurate, misleading, or incomplete statement by Tether Hadron or on the Platform regarding the User Tokens, whether caused by Tether Hadron’s negligence or otherwise;
• (j) any failure, delay, malfunction, interruption, or decision (including any decision by Tether Hadron to vary or interfere with the User’s rights or to terminate the User’s access to the Platform) by Tether Hadron in operating the Platform or providing any Tools;
• (k) any blockchain on which a User Token is issued or managed including any failure, delay, malfunction, or interruption of such blockchain;
• (l) any fork of any blockchain any blockchain on which a User Token is issued or managed;
• (m) any stolen, lost, or unauthorized use of the User Tokens, any breach of security or data breach related to such Digital Tokens, or any criminal or other third party act affecting Tether Hadron or any Affiliate thereof;
• (n) any offer, representation, suggestion, statement, or claim made about Tether Hadron, the Platform or any Tools;
• (o) the use or misuse of any End User information by User or for which User is responsible; or
• (p) another Person using the User Tokens, Private Keys, User Account or password, with or without the User’s knowledge.

10.2 THE USER HEREBY AGREES TO RELEASE TETHER HADRON AND EACH OF THE ASSOCIATES FROM LIABILITY FOR ANY AND ALL LOSSES, INCLUDING THOSE DESCRIBED IN THIS SECTION 10, AND THE USER SHALL INDEMNIFY AND SAVE AND HOLD TETHER HADRON AND EACH ASSOCIATE HARMLESS FROM AND AGAINST ALL LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITATIONS OF LIABILITY, RELEASES AND INDEMNITIES SHALL APPLY WHETHER THE ALLEGED LIABILITY OR LOSSES ARE BASED ON CONTRACT, NEGLIGENCE, TORT, UNJUST ENRICHMENT, STRICT LIABILITY, VIOLATION OF LAW OR REGULATION, OR ANY OTHER BASIS, EVEN IF TETHER HADRON OR ANY ASSOCIATE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES. WHERE LOSSES CANNOT BE EXCLUDED, TETHER HADRON’S TOTAL LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY USER TO TETHER HADRON IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Indemnity. Without limiting the generality of the foregoing, User agrees to indemnify and hold harmless Tether Hadron and the Associates from and against any and all Actions, Losses or related judgments of any kind or nature, which may be imposed on, incurred by, or asserted against, Tether Hadron or any Associate in any manner relating to or arising out of User’s or any End User’s use of Tether Hadron IP, the Platform or any Tools, including any User Token, or any act, event or transaction related or attendant thereto.

10.4 Exclusions to Indemnity. Notwithstanding anything to the contrary in the foregoing, User shall not have any indemnification obligation under this Section to Tether Hadron or any Associate to the extent caused by or resulting from the bad faith, willful misconduct or gross negligence of Tether Hadron or such Associate. To the extent that an undertaking to indemnify set forth in the preceding Sections may be unenforceable because it is violative of any law or public policy, User shall satisfy such undertaking to the maximum extent permitted by applicable Law. Any liability, obligation, loss, damage, penalty, cost or expense covered by an indemnity set out in these Terms shall be paid to each Associate on demand, and, failing prompt payment, shall, together with interest thereon at the Default Rate from the date incurred by each Associate until paid by User, be added to the obligations of User hereunder. The provisions of this Section 10 shall survive the termination of the Agreement.

11. Term and Termination.

11.1 Term. The initial term of the Agreement begins on the Effective Date and, unless terminated earlier pursuant to the Agreement’s express provisions, will continue in effect for the duration specified on the Order Form, or if no duration is specified, for one (1) year from such date (the "Initial Term"). The Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to the Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (together with the Initial Term, the "Service Term").

11.2 Termination. In addition to any other express termination right set forth in the Agreement:

• (a) Tether Hadron may terminate the Agreement, effective on written notice to the User, in the event of any Service Suspension or any other suspension of Tools pursuant to this Agreement;
• (b) Tether Hadron may terminate the Agreement, effective on written notice to the User, if the User: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Tether Hadron’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2.4 or Section 7;
• (c) either Party may terminate the Agreement, effective on written notice to the other Party, if the other Party breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
• (d) either Party may terminate the Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.3 Effect of Expiration or Termination; Run-Off Period.

• (a) Except as expressly permitted pursuant to Section 11.3(b), upon expiration or earlier termination of the Agreement, the User shall immediately discontinue use of Tether Hadron IP and, without limiting User’s obligations under Section 7, the User shall delete, destroy, or return all copies of Tether Hadron IP and certify in writing to Tether Hadron that Tether Hadron IP has been deleted or destroyed. No expiration or termination will affect the User’s obligation to pay all Fees that may have become due before such expiration or termination or entitle the User to any refund.
• (b) Upon expiration or termination of the Agreement, subject to compliance with applicable Law, Tether Hadron will: (a) for thirty (30) days continue to store User Data and make commercially reasonable efforts to make such data available to User upon request made within such third (30) day period; and (b) continue to grant to the User a non-exclusive, non-sublicensable, non-transferable license to use the Smart Contracts for a period of ninety (90) days from the effective date of termination (the "Run-Off Period"). The User shall utilize the Run-Off Period to migrate the User Token to another smart contract of their choosing. The continued license granted in this Section applies only to the Smart Contracts and does not extend to the Platform, any other Tether Hadron IP or any other Tools provided by Tether Hadron hereunder. The User acknowledges that: (i) for the duration of the Run-Off Period, the User shall continue to be bound by the terms of this Agreement; and (ii) by the expiration of the Run-Off Period, the User must have completed any necessary migration of the User Tokens to another smart contract and discontinued use of the Smart Contracts. In the event that the User fails to discontinue the use of the Smart Contracts by the expiration of the Run-Off Period, Tether Hadron reserves its rights to take such steps as it deems necessary to protect its rights, including seeking an injunction or other equitable relief pursuant to Section 12.11 (Equitable Relief). Notwithstanding the foregoing, Tether Hadron shall have no obligation to provide continued access to the Smart Contracts if such access is restricted or prohibited by Law. In the event that Tether Hadron believes that continued access by the User to the Smart Contracts during the Run-Off Period is restricted or prohibited by Law, Tether Hadron shall notify the User as soon as reasonably practicable.

11.4 Representations & Warranties by the User. The User represents and warrants to Tether Hadron on the date of the User’s acceptance or deemed acceptance of the Agreement and each day on which the User utilizes or accesses the Tools, in each case with reference to the facts and circumstances existing at such date, as follows:

• (a) that, if the User is an individual user, the User is eighteen (18) years of age or older and that the User has the capacity to contract under applicable Laws;
• (b) that, if the User is using the Platform on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable Laws of the jurisdiction of its organization; and (ii) the User and each User Authorized Personnel is duly authorized by such legal entity to act on its behalf;
• (c) that the User understands the risks associated with using the Platform and the Tools, that the User is not, and no User Authorized Personnel is, prohibited or restricted from using the Platform and the Tools on the Platform, and that neither the User nor any User Authorized Personnel is otherwise prohibited by applicable Laws from using the Platform and the Tools;
• (d) that the User is capable of evaluating the merits, risks and suitability of the Platform and the Tools on the Platform on the User’s own behalf or with the advice of professionals of the User’s choosing, and Tether Hadron has not provided the User with any investment, portfolio management, legal, regulatory, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes;
• (e) that the User has evaluated the merits and risks of the Platform and the Tools on the Platform based exclusively on the User’s own independent review and consultations with such investment, legal, regulatory, tax, accounting and other advisers as the User has deemed necessary, and without reliance on any representation or warranty of, or advice from, Tether Hadron;
• (f) that the User will not use, and shall ensure that its User Authorized Personnel will not use, the Platform or any Tools on the Platform in order to conceal or disguise the origin, ownership, control, or nature of proceeds of crime or terrorist financing, or corruption related to any Person or Government Official under any applicable Laws, or property subject to Economic Sanctions, frozen assets, or to further any breach of applicable Laws, including AML Laws or CTF Laws, or to deal in any unlawful User Tokens, other Digital Tokens, Fiat, property, funds, or proceeds;
• (g) that the User is currently in compliance with, and must, at the User’s own cost and expense, comply with all Laws that relate to or affect the User Tokens, the Platform and the Tools conducted under the Agreement, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS;
• (h) that the User consents to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS, as Tether Hadron may reasonably determine;
• (i) that neither the User nor any of its Affiliates shall use the Tools or the Platform directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
• (j) that the User has not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by the User under; or (iv) received any other report that the User is the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
• (k) that the User has in place and will follow during the Service Term reasonable controls such that it will not allow User Tokens to be used directly or indirectly (i) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (ii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
• (l) that neither the User nor any of its Affiliates is: (i) itself or owned or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Tools, that is likely to result in the User or its Affiliates becoming a Sanctioned Person; or (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any User Account in, a Prohibited Jurisdiction or Government or Government Official of a Prohibited Jurisdiction;
• (m) that neither the User nor any of the User’s Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including any User Tokens, other Digital Tokens, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
• (n) that the User will not, and shall ensure that its User Authorized Personnel will not, falsify any Platform or Tools registration or administration details provided to Tether Hadron;
• (o) that the User will not, and shall ensure that its User Authorized Personnel will not, falsify or materially omit any information or provide misleading or inaccurate information requested by Tether Hadron in the course of, directly or indirectly relating to, or arising from the User’s activities on the Platform or use of any Tools, including at registration, in the Order Form or during administration or other due diligence processes, and that if any information provided to Tether Hadron becomes incorrect, the User will promptly provide corrected information to Tether Hadron;
• (p) that the User shall, and shall ensure that its User Authorized Personnel shall, employ reasonable anti-virus, anti-malware and other software and techniques to protect the User and the User’s Digital Tokens on the Platform from being the victim of a hack or of other malicious actions, so as to protect the integrity of such Digital Tokens and to keep such Digital Tokens and the access to the Platform from the User’s User Account out of the reach of other Persons;
• (q) that the User acknowledges and agrees that any instructions received or undertaken through the User’s or any User Authorized Personnel’s login credentials or from the User’s or any User Authorized Personnel’s authorized e-mail address on file with Tether Hadron are deemed to be valid, binding, and conclusive, and that Tether Hadron may act upon those instructions without any liability or responsibility attaching to it;
• (r) that the User will fairly and promptly report all income associated with the User’s activity on the Platform pursuant to applicable Laws and pay any and all taxes thereon; and
• (s) that the User will accurately and promptly inform Tether Hadron if the User knows or has reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

11.5 No Representations & Warranties by Tether Hadron. The User agrees that Tether Hadron makes no representations, warranties, or guarantees to the User of any kind in connection with the Agreement, the Tools, the Platform, any End User, any User Token, or any blockchain. The Platform and the Tools are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. The User understands that the Tools and Platform may have bugs or errors and may materially change. The User acknowledges that Tether Hadron is relying upon the User’s representations, warranties, acknowledgements and agreements, and without the User’s representations, warranties, acknowledgments and agreements, Tether Hadron would not provide the User with any Tools.

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

• (a) By signing the Order Form, the User affirmatively certifies that the User is not a Prohibited Person and is not utilizing the Platform or any of the Tools for the benefit of a Prohibited Person and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Tether Hadron or any of its Affiliates. Tether Hadron or any of its Affiliates may assess whether the User will make, or intend to make, a transfer to, from, or through any U.S. Financial Institution to facilitate the provision of the Tools, and if applicable, the User must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Tether Hadron. The User agrees to provide promptly any documentation, information, or records requested by Tether Hadron at any time, including a self-certification permitting the determination of tax residence and status under FATCA and under CRS or other applicable Laws. Such information may include self-certifications as to controlling Persons. Tether Hadron needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Tether Hadron hereby expressly reserves the right to keep such information, documentation, and records. Additionally, Tether Hadron monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when KYC Portal Tools are provided, the User suspends or terminates the User’s relationship with Tether Hadron or abandons the Tools or Platform. The Agreement applies to any and all Tools provided on the Platform.
• (b) Tether Hadron reserves the right to refuse Tools to, to bar access to the Platform or any Tools from or to any Person, to undertake enhanced due diligence, or to suspend or terminate the administration of the Tools on the Platform or the User’s User Account for or with, any user for any reason (or for no reason) at any time, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes any transfer, transaction, business, or dealing with any: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) a Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk jurisdiction or a jurisdiction under increased monitoring); (v) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vi) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (vii) Person that Tether Hadron determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person to violate, attempting or conspiring to violate, or evading or circumventing the Agreement or applicable Laws; and (viii) Person that fails to meet any user due diligence standards, requests, or requirements of Tether Hadron, or otherwise appears to be of high risk, including any of the foregoing factors. In lieu of refusing Tools or ongoing administration of the Tools on the Platform, Tether Hadron may, in its sole discretion, perform enhanced due diligence procedures. At all times, the User may be subject to enhanced due diligence procedures in the User’s use of the Platform and any of the Tools on the Platform. If the User declines to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Tether Hadron has the absolute discretion to suspend or terminate Tools to the User immediately.
• (c) Notwithstanding the foregoing, the User retains sole responsibility and nothing in the Agreement shall infer any liability on Tether Hadron in respect of, ensuring that the issuance and management of User Tokens is carried out in compliance with all applicable Laws, including any AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply. Tether Hadron undertakes no responsibility to conduct screenings of or monitor any Digital Token wallet or address through which User Tokens are held, sent or received pursuant to the use of the Tools or otherwise.

11.7 No Partnership or Endorsement.

• (a) By providing the Tools and the Platform, neither Tether Hadron nor any of its Affiliates directly or indirectly endorses any User, any User Token, any End User, or any other product or Tools provided, or to be provided, by any User or any Third-Party Products. The User shall not, and shall procure that its User Authorized Personnel and Affiliates shall not, state or imply, or make any representation, that could imply that the provision of the Tools or the Platform is an endorsement by any of Tether Hadron, its Affiliates or any other Person, or that the User Tokens are provided, guaranteed or otherwise supported by Tether Hadron or any of its Affiliates.
• (b) Nothing herein, including the provision of Tools, shall be deemed or construed to create a partnership, joint venture, agency relationship or association between the User and any of Tether Hadron, its Affiliates or any other Person. No Party shall have any right, power or authority to enter into any agreement or undertaking for or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. Nothing herein, including the provision of Tools, shall be deemed or construed to create any contractual relations between Tether Hadron or any of its Affiliates and any holder of any User Token (including any End User). In providing the Tools, Tether Hadron is acting as a provider of a software application only.

11.8 Third-Party Products. Tether Hadron and its Affiliates contract with Persons to provide certain data, information, insights, analysis, services, tools and articles that are made available through the Platform and may also provide links to third-party websites or services that are not under the control of Tether Hadron or its Associates (such information and services collectively, "Third-Party Products"). In addition to the Terms, you may be bound by any additional terms required by providers of Third-Party Products, including privacy settings, policies and/or procedures of the provider of Third-Party Products, which may differ from those of Tether Hadron and its Associates. Tether Hadron and its Associates make no representations about, accept no liability for and are not able to control, any Third-Party Products or the privacy, security, or other practices of any provider of Third-Party Products. Further, Tether Hadron and its Associates neither (x) owe you any duty of care with respect to such Third Party Services, and (y) are not responsible for the accuracy or reliability of any information, data, opinions, policies, advice, services, tools or statements contained in Third-Party Products or the services offered thereby and it is your sole responsibility to review such information.

11.9 Survival. This Section 11.9 and Sections 1, 2.5, 2.8, 3, 6, 7, 8, 9, 10, 11.3, 11.5, 11.6, 11.7 and 12 survive any termination or expiration of the Agreement. Except as set out in Section 11.3(b), no other provisions of the Agreement survive the expiration or earlier termination of the Agreement.

12. Miscellaneous.

12.1 Entire Agreement. These Terms, together with and as supplemented by the Order Form, the API Terms of Service, any other documents incorporated herein by reference and all related Exhibits constitute the sole and entire agreement of the Parties with respect to the subject matter of the Agreement and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in these Terms, the Order Form, the API Terms of Service, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form; (ii) second, these Terms; and (iii) third, any other documents incorporated herein by reference.

12.2 Force Majeure. Tether Hadron is not responsible for damages caused by delay or failure to perform undertakings under the Agreement when the delay or failure is due to fires; strikes or labor disputes; riots; embargoes; floods; bank failures; a malfunction or failure of a blockchain; Digital Token market collapse or fluctuations; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, and mechanical, power, or communications failures; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against or that are otherwise outside Tether Hadron’s control. In the event of force majeure, Tether Hadron is excused from any and all performance obligations under the Agreement.

12.3 Amendment and Modification. These Terms may be amended, changed or updated by Tether Hadron at any time upon written notice to the User. The User’s non-termination or continued use of any Tools after the effective date of any amendments, changes or updates constitutes acceptance of these Terms, as modified by such amendments, changes or updates. The Order Form may be amended, changed or updated with the written consent of Tether Hadron and the User.

12.4 Waiver. Any failure by Tether Hadron to exercise any of its respective rights, powers, or remedies under the Agreement, or any delay by Tether Hadron in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Tether Hadron does not prevent either from exercising any other rights, powers, or remedies.

12.5 Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.6 Governing Law. The Agreement shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to the User’s use of the Platform, the Tools or the Agreement likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles. You hereby acknowledge and agree that the foregoing choice of law shall govern all claims and remedies, and that by so agreeing you may exclude and forfeit statutory, equitable or other claims or remedies that might otherwise be available to you under the Laws of another jurisdiction.

12.7 Resolution of Disputes. Any dispute, claim or controversy arising out of or relating to (a) the Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) the User Account and the User’s use of the Platform at any time, or (c) the User’s access to or use of the Tools at any time, shall be subject to and finally resolved by confidential arbitration before a sole arbitrator in accordance with the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said Rules, provided that such arbitrator shall have at least ten (10) years’ experience practicing law in the jurisdiction of applicable Law. The procedure for taking of evidence shall be governed by the IBA Rules on the Taking of Evidence in International Arbitration. The language to be used in the arbitral proceedings is English. The seat of such arbitral proceedings shall be in London, England. All proceedings, submissions and awards related to any recourse hereunder shall be kept confidential to the extent permissible by law except in the event of any judgment to enforce an award or as otherwise required by law. The arbitration award rendered by the arbitrator(s) shall be final and binding on the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing Party shall be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs. The User and Tether Hadron agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one (1) user cannot and may not affect any other users of the Platform.

12.8 Assignment; Third Party Rights. The Agreement, and any of the rights, duties, and obligations contained or incorporated therein, are not assignable by the User without prior written consent of Tether Hadron. The Agreement, and any of the rights, duties, and obligations contained herein, are freely assignable by Tether Hadron, in whole or in part, without notice or the User’s consent. Any attempt by the User to assign these the Agreement without written consent is void. Subject to the foregoing, the Agreement, and any of the rights, duties, and obligations contained or incorporated herein or therein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of the User and of Tether Hadron. None of the provisions of the Agreement, or any of the rights, duties, and obligations contained or incorporated herein or therein, are for the benefit of or enforceable by any creditors of the User or any other Persons, except (i) such as inure to a successor or assign in accordance herewith and (ii) that the Affiliates of Tether Hadron are intended third-party beneficiaries of the rights and privileges expressly stated to apply to the Affiliates hereunder and shall be entitled to enforce such rights and privileges as if in direct privity under the Agreement, subject to the conditions and limitations hereof and thereof including those relating to the resolution of disputes.

12.9 Export Regulation. The User shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Tools or any User Data.

12.10 Available Remedies. The remedies of Tether Hadron are cumulative with and not exclusive of any other remedy conferred by the provisions of the Agreement, or by law or equity. The User hereby agrees that the remedies to which Tether Hadron is entitled include: (i) injunctions to prevent breaches of the Agreement and to enforce specifically the terms and provisions hereof and thereof, and the User waives the requirement of any posting of a bond in connection with such remedies; and (ii) the right to recover the amount of any Losses set off against any amounts that Tether Hadron would otherwise be obligated to pay the User.

12.11 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under the Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12.12 Sharing of Information. From time to time, Tether Hadron receives information requests from Government law enforcement agencies and courts around the world. In this context, Tether Hadron might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, the User’s and any End User’s information (including personal information) with/to law enforcement agencies and/or a Government. You hereby consent to the sharing of your personal information as further detailed in these Terms, the Privacy Statement and, where applicable, the Law Enforcement Requests Policy and grant full permission and authority for Tether Hadron and its Associates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Tether Hadron and each Associate from any liability, error, mistake, or negligence related thereto.

12.13 Electronic Communications and Acceptance. The User agrees and consents to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Tether Hadron may provide in connection with the Agreement through publication on any part of the Platform or to the User’s or any User Authorized Personnel’s authorized e-mail address as set out in the Order Form or otherwise on file with Tether Hadron. Such notices shall be deemed effective and received by the User on the date on which the notice is published on any part of the Platform or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.

12.14 Class Action Waiver. The User and Tether Hadron expressly intend and agree that: (a) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to the Agreement; (b) neither the User nor Tether Hadron will assert class action, collective action or representative action claims against the other in arbitration or otherwise; (c) each of the User and Tether Hadron will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other Person, or consolidate claims with any other Person; (d) nothing in the Agreement will be interpreted as the User’s or Tether Hadron’s intent to arbitrate claims on a class, collective or representative basis; and (e) any relief awarded to any one user of the Platform cannot and may not affect any other user of the Platform. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, collective or class proceeding.

12.15 No Broker, Legal or Fiduciary Relationship. Tether Hadron is not the User’s broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to the User regarding: (a) any services or tools that the User’s procure from a third party; or (b) any other decisions or activities that the User effects when using the Platform or the Tools.