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Terms of Service

Last updated: August 13, 2026.

Provider: Lisk Ltd, Offices of TMF (Cayman) Ltd, 4th Floor, Monaco Towers, 11 Dr. Roy's Drive, P.O. Box 10338, Grand Cayman KY1-1003, Cayman Islands, an exempted company incorporated under the laws of the Cayman Islands with company number 432683 (the “Company”, “we”, “us” or “our”).

Version 1.0. Effective date: August 13, 2026.

1. Acceptance of Terms

1.1. Agreement. These Terms of Service, together with the documents and policies expressly incorporated by reference in Clause 1.5 (collectively, these “Terms”), constitute a legally binding agreement between the Company and the business entity that registers for, accesses or uses the Platform (the “Client”, “you” or “your”). By creating an Account, clicking to accept, or accessing or using the Platform, you accept these Terms and agree to be bound by them. If you do not agree to these Terms, you must not access or use the Platform.

1.2. Business use only. The Platform is a business-to-business service. It is made available exclusively to entities, acting wholly for purposes relating to their trade, business, or profession, including companies, partnerships and other incorporated or unincorporated business entities, other undertakings or sole traders. The Platform is not offered to, and must not be accessed or used by, consumers or by any natural person acting for personal, family or household purposes. You represent and warrant that you are a business entity, that you are using the Platform solely for commercial purposes, and that no consumer protection regime applicable to consumers applies to your use of the Platform.

1.3. Authority. The individual accepting these Terms on behalf of the Client represents and warrants that they are duly authorised to bind the Client. Each employee, officer, contractor or agent whom the Client permits to access the Platform under the Client's Account (each an “Authorised User”) must act within the authority granted by the Client. The Client is fully responsible and liable for all acts and omissions of its Authorised Users, and any act or omission of an Authorised User is deemed an act or omission of the Client.

1.4. Condition precedent and Provider Terms. Access to the Regulated Services (as defined below) is conditional upon: (a) your acceptance of the applicable Provider Terms (as defined in Clause 4.2) prior to being provided with access to the Regulated Services; (b) your successful completion of onboarding and verification in accordance with Clause 5; and (c) the applicable Regulated Service Provider's approval of you as a customer under the applicable Provider Terms. You will not be granted access to any Regulated Services unless and until each of these conditions is satisfied.

1.5. Incorporated documents. The following documents are incorporated into and form part of these Terms: (a) the applicable Provider Terms (as defined in Clause 4.2); (b) our Privacy Policy; (c) any order form, subscription plan, fee schedule or commercial terms agreed between you and us in writing (an “Order Form”); and (d) any supplemental terms notified to you for specific features. In the event of conflict, the order of precedence in Clause 27.2 applies.

2. Definitions and Interpretation

2.1. Definitions. In these Terms, the following capitalised terms have the following meanings.

Account: means the Client's account with the Company enabling access to the Platform.
Affiliate: means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person, where “control” means the power to direct the management or policies of an entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
AI Features: means any functionality of the Platform that employs artificial intelligence, machine learning or large language model technology, including assistants, chat interfaces, summarisation, categorisation, forecasting, reconciliation suggestions, anomaly detection and any AI-generated reports or content, as further described in Clause 11.
AI Output: means any content, suggestion, summary, categorisation, analysis, forecast or other output generated by or through the AI Features.
Applicable Law: means all laws, regulations, directives, rules, orders, releases, guidance and decrees of any domestic or foreign governmental, regulatory, judicial or arbitral authority, in each case that are binding on or apply to a party or that relate to the Platform or the Regulated Services, whether existing now or arising after the date of these Terms.
Bridge: means Bridge Ventures LLC and its Affiliates.
Business Day: means a day other than a Saturday, Sunday or public holiday in the Cayman Islands.
Digital Asset: means any cryptocurrency, Stablecoin, digital commodity or other digital token or asset that is a digital representation of value or right based on (or built on top of) distributed ledger technology or similar technology.
Order: means a request submitted through the Platform to a Regulated Service Provider to purchase, sell, exchange, transfer or redeem Stablecoins or other Digital Assets, or to execute a payment or payout including also in fiat currency.
Platform: means the Company's proprietary software application, user interface, dashboards, APIs, mobile apps, tools and related technology (including the AI Features and the Wallet Interface), through which the Client may access the Regulated Services and manage payments, invoices, treasury and related workflows, but excluding, for the avoidance of doubt, the Regulated Services and any Third-Party Services.
Private Key: means the private cryptographic key or key share(s) corresponding to a Wallet.
Prohibited Activities: has the meaning given in Clause 13.
Protocol: means a set of software rules and accompanying software tools that govern the creation, transmission, custody, use and exchange of Digital Assets on a peer-to-peer, cryptographic or distributed ledger network.
Provider Terms: has the meaning given in Clause 4.2.
Regulated Services: means the regulated financial, payment, e-money, virtual asset or crypto-asset services made available to you through or in connection with the Platform by one or more Regulated Service Providers themselves or with or through its Affiliates, financial institutions or payment service provider partners, including stablecoin orchestration, the purchase, sale, exchange and redemption of Stablecoins and other Digital Assets, custody of Digital Assets, Virtual Accounts, payouts (including in fiat currency) and related services.
Regulated Service Provider: means any person that is authorised, licensed or otherwise regulated under Applicable Law to provide some or all of the Regulated Services and that is engaged in connection with the Platform to perform the Regulated Services. As at the date of these Terms, the Regulated Service Providers include the partners listed on Partner Terms.
Regulatory Authority: means any governmental, supervisory, self-regulatory or other authority with apparent authority over a party, the Platform or the Regulated Services.
Sanctioned Person: means any person included on, or owned or controlled by a person included on, a Sanctions List, or located, organised or resident in a jurisdiction subject to comprehensive sanctions.
Sanctions List: means any list of sanctioned, banned, embargoed, restricted or designated persons, entities or jurisdictions maintained by a Regulatory Authority with jurisdiction over a party or its Affiliates, including lists maintained by the United States Office of Foreign Assets Control, the United Nations, the European Union or any of its Member States, the United Kingdom and the Cayman Islands.
Security Breach: means any act or omission that materially compromises the security, confidentiality or integrity of Client Data, personal data or a party's Confidential Information, or of the safeguards put in place to protect the same.
Stablecoin: means a type of Digital Asset minted by an issuer on a Protocol and denominated in one or more fiat currencies that represents a claim on an equivalent amount of fiat currency deposited with or held by or for the issuer.
Third-Party Services: means services, software, infrastructure or content provided by third parties and made available in connection with the Platform, including the Regulated Services, wallet infrastructure provided by a third-party provider, blockchain Protocols, and third-party AI model providers.
Transaction: means any Order, refund, transfer, conversion, payment, payout or other transaction initiated through the Platform or effected by a Regulated Service Provider in connection with the Regulated Services.
Virtual Account: means a virtual account, virtual IBAN or similar account reference provided by a Regulated Service Provider to facilitate the receipt and payment of fiat currency in connection with the Regulated Services.
Wallet: means a non-custodial digital asset wallet generated through the Wallet Interface, Transactions from which require your authorisation.
Wallet Interface: means the software interface within the Platform, built on third-party wallet infrastructure, that enables you to generate and control your own Wallet and authorise Transactions.

2.2. Interpretation. In these Terms:

  1. unless the context otherwise requires, references to the singular include the plural and vice versa, and a reference to one gender shall include a reference to the other genders;
  2. clause, schedule and paragraph headings shall not affect the interpretation and are for convenience only;
  3. “include” and “including” are illustrative and mean “including without limitation”;
  4. references to “days” mean calendar days unless “Business Days” is stated;
  5. references to a statute or statutory provision include that statute or provision as amended, replaced or re-enacted;
  6. references to a document available at a URL include that document as updated from time to time at that URL or any successor location;
  7. a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns; and
  8. a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

3. Nature of the Services and Regulatory Status

3.1. The Company is a technology provider only. The Company provides the Platform as a non-custodial software orchestration layer. The Platform is a technology product, particularly a user interface, workflow and orchestration environment through which you may access Regulated Services provided by Regulated Service Providers and manage your own business finance operations. The Company does not itself provide any banking, deposit-taking, e-money, payment, money transmission, custody, exchange, brokerage, investment, lending or other regulated financial or crypto-asset services, and nothing in these Terms or on the Platform constitutes an offer or provision of any such service by the Company.

3.2. No authorisation; no holding out. The Company is not a bank, credit institution, e-money institution, payment institution, money services business, virtual asset service provider or crypto-asset service provider. The Company is not authorised or licensed under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”), the Cayman Islands Virtual Asset (Service Providers) Act, or any other financial services legislation, and does not hold itself out as such. All regulated crypto-asset services made available through the Platform are provided by the applicable Regulated Service Provider, and not by the Company. Descriptions on the Platform such as “accounts”, “balances”, “payments” or terminology resembling that of a bank are interface conventions only and do not indicate that the Company provides banking or regulated services.

3.3. Non-custodial architecture. The parties acknowledge and agree that, notwithstanding any terminology used in the Provider Terms, on the Platform or in marketing materials:

  1. the Platform is a non-custodial software orchestration layer that utilises third-party infrastructure to allow you to generate and control your own Private Keys;
  2. the Company never maintains custody, possession or “exclusive control” over your funds or Digital Assets, and never holds or controls any Private Keys that provide access to crypto-assets or funds held on your behalf;
  3. any reference to a “cryptocurrency Wallet” or similar term provided by a Regulated Service Provider shall be construed, in the context of the Platform, as the regulated execution rail for Transactions rather than a custodial holding service provided by the Company; and
  4. a Regulated Service Provider's “exclusive control” applies solely to the fiat-to-stablecoin execution and virtual account management performed by that Regulated Service Provider, and not to your non-custodial digital asset environment.

3.4. Role of Regulated Service Providers. The Regulated Services are provided to you by the applicable Regulated Service Provider under the applicable Provider Terms. Each Regulated Service Provider will have a direct contractual relationship with you that is independent of your contractual relationship with the Company, and will maintain exclusive control over the actions it takes with respect to your use of the Regulated Services. The Company acts solely as a technical and commercial interface enabling you to access the Regulated Services.

3.5. No advice. Neither the Platform, the AI Features nor any content made available through them constitutes legal, tax, accounting, investment or financial advice or a recommendation to enter into any Transaction. You are solely responsible for determining whether any Transaction, Digital Asset or strategy is appropriate for you, and you should obtain independent professional advice as needed.

4. Regulated Services and Provider Terms

4.1. Access through the Platform. The Platform enables you to submit Orders and instructions to the applicable Regulated Service Provider, view Transaction and balance information, and use related workflow tools. All Orders are received, processed, executed and settled by the Regulated Service Providers and/or their payment service provider partners, not by the Company. The applicable Regulated Service Provider is solely responsible for coordinating settlement of funds from and to you in connection with Orders processed through the Regulated Services.

4.2. Provider Terms. Your use of the Regulated Services is governed by the terms and conditions, privacy policies, fee disclosure statements, consent disclosures, stablecoin terms and other user-facing documents of the applicable Regulated Service Provider (collectively, the “Provider Terms”), which, in the case of Bridge, are published at https://www.bridge.xyz/legal and are determined by your place of residence or establishment. You must review and accept the applicable Provider Terms before being provided with access to the Regulated Services, and your continued use of the Regulated Services constitutes your continued acceptance of the Provider Terms as amended by the Regulated Service Provider from time to time. You are responsible for reviewing the Provider Terms each time you access or use the Regulated Services.

4.3. Consistency; no contradiction. These Terms are intended to be consistent with, and must not be read to contradict or undermine, the information provided in the Provider Terms and any disclosures notified by a Regulated Service Provider. If there is any conflict between these Terms and the Provider Terms with respect to the Regulated Services, the Provider Terms prevail with respect to the Regulated Services, and these Terms prevail with respect to the Platform.

4.4. Regulated Service Provider discretion. You acknowledge and agree that each Regulated Service Provider: (a) exclusively establishes, and may modify in its sole discretion and in order to comply with Applicable Law, the eligibility and onboarding criteria for its customers; (b) may choose not to provide the Regulated Services to any prospective customer for any reason identified in the Provider Terms; (c) may refuse to process, suspend or cancel any Order; and (d) may terminate or suspend your use of the Regulated Services at any time. The Company has no control over, and no liability for, any such decision by a Regulated Service Provider.

4.5. Direct communications. Support relating to the Platform and the Regulated Services is provided by the Company in accordance with Clause 17. However, a Regulated Service Provider may communicate with you directly where it reasonably determines that such communication is required by Applicable Law or by a Regulatory Authority, for the purposes of finalizing the onboarding process when necessary, or is otherwise necessary to address a Security Breach or other material incident.

5. Eligibility, Onboarding, and Verification

5.1. Eligibility. To use the Platform you must: (a) be a validly existing business entity in good standing in your jurisdiction of formation; (b) not be located, incorporated or otherwise established in, or resident of, a jurisdiction subject to comprehensive sanctions or in which use of the Platform or the Regulated Services would be unlawful; (c) not be, and not be owned or controlled by, or acting on behalf of, any person on any Sanctions List; and (d) satisfy the onboarding criteria established by the applicable Regulated Service Provider and any additional criteria established by the Company.

5.2. Verification (KYB/KYC). You must provide, through the Platform's onboarding interface, all information and documentation requested to verify your identity, corporate structure, beneficial ownership, directors and Authorised Users, and the nature and purpose of your intended use of the Platform. Identity verification for the purposes of the Regulated Services is performed by the applicable Regulated Service Provider in accordance with its AML/CFT compliance programme and onboarding criteria. The onboarding information you submit through the Platform interface is collected for transmission to, and is processed by, the applicable Regulated Service Providers for this purpose.

5.3. Company verification and assistance rights. Identity verification for the purposes of the Regulated Services is performed by the applicable Regulated Service Provider. In addition, in order to maintain high standards of financial crime prevention across the Platform and to meet existing or potential contractual commitments to the Regulated Service Providers, the Company may but shall not be under an obligation to apply certain checks and controls of its own. You agree that the Company may, at any time during the term of these Terms: (a) collect, review, verify, retain and share with the applicable Regulated Service Providers such identity verification and due diligence information regarding you, your beneficial owners and your Authorised Users as the Company or a Regulated Service Provider reasonably requires; (b) assist a Regulated Service Provider in verifying the identity of the Client and its Authorised Users as reasonably required; (c) request updated, corrected or additional information or documentation, which you must provide promptly; and (d) decline, suspend or restrict your access to the Platform pending completion of any verification or review.

5.4. Accuracy and updates. You represent and warrant that all information provided during onboarding and thereafter is and will remain accurate, current and complete, and you must promptly (and in any event within five (5) Business Days) notify the Company of any change to such information, including any change in beneficial ownership, control, directors, business activities, licences or jurisdictions of operation.

5.5. Consent to information sharing. You expressly consent to the Company providing the applicable Regulated Service Providers with accurate, up-to-date and complete information regarding you and your Authorised Users (or the ability for a Regulated Service Provider to obtain the same) sufficient to permit the Regulated Service Providers to: (a) evaluate your eligibility to receive the Regulated Services; and (b) conduct ongoing due diligence and Transaction monitoring. This consent is a condition of your access to the Regulated Services.

6. AML/CFT, Sanctions and Ongoing Monitoring

6.1. Compliance frameworks. You acknowledge that the Regulated Services operate within anti-money laundering, counter-terrorist financing (“AML/CFT”) and sanctions compliance frameworks maintained by the Regulated Service Providers under Applicable Law. The Company is not the provider of the Regulated Services; however, in order to maintain high standards of financial crime prevention on the Platform and to meet existing or potential contractual commitments to the Regulated Service Providers, the Company may, but shall not be under an obligation, to apply risk-based checks, controls and monitoring as described in these Terms.

6.2. Your AML obligations. You must at all times: (a) comply with all AML/CFT and sanctions laws applicable to you and your business; (b) where you are yourself subject to AML/CFT obligations, maintain your own AML/CFT compliance programme appropriate to your business; (c) not use the Platform or the Regulated Services to facilitate money laundering, terrorist financing, sanctions evasion or any other financial crime; and (d) cooperate fully and promptly with any request from the Company or a Regulated Service Provider for information, documentation or assistance in connection with AML/CFT, sanctions or fraud-related enquiries.

6.3. Monitoring; suspicious activity. You acknowledge and agree that: (a) the Company may, but shall not be under an obligation, to monitor usage of the Platform and the Regulated Service Providers monitor Transactions and account activity on an ongoing basis; (b) the Company will report to the applicable Regulated Service Provider any suspicious activity, complaints, and any termination of your use of the Platform; and (c) the Company and the Regulated Service Providers may make reports to Regulatory Authorities (including suspicious activity or suspicious transaction reports) as required or permitted by Applicable Law, in each case without notice to you where notification is prohibited.

6.4. Sanctions screening. The Company and the Regulated Service Providers may screen you, your beneficial owners, Authorised Users and counterparties against applicable Sanctions Lists. If any such person is identified as a Sanctioned Person, the Company and/or the Regulated Service Providers may take any action, to the extent permitted by applicable law, and as necessary to comply with Applicable Law, including freezing or blocking assets, suspending all Transactions and services, and terminating your Account, in each case without liability to you.

6.5. Holds and delays. You acknowledge that compliance reviews may result in Orders being delayed, suspended, rejected or cancelled, and that neither the Company nor any Regulated Service Provider will be liable for any loss (including loss caused by Digital Asset price movements) arising from any such delay, suspension, rejection or cancellation undertaken for compliance purposes.

7. Non-Custodial Wallets and Private Keys

7.1. Wallet generation. The Wallet Interface enables you to generate one or more Wallets using third-party wallet infrastructure. Private Keys (or key shares) are generated and secured through that infrastructure such that you, and not the Company, control the authorisation of Transactions from the Wallet. The Company has no access to, does not store, and cannot recover, independently use or transfer your Private Keys to authorise Transactions or transfer Digital Assets from your Wallet.

7.2. Your responsibility. You are solely responsible for: (a) safeguarding access credentials, devices, authentication factors and recovery methods associated with your Wallet and Account; (b) all Transactions initiated from your Wallet or Account, whether or not authorised by you internally; (c) any loss of Digital Assets resulting from loss of, or inability to, access your Wallet, compromised credentials, or your (or your Authorised Users') acts or omissions; and (d) the proper configuration and security of any device, operating system, cloud storage or backup service used to store, back up or recover access credentials, authentication factors or recovery methods, and the Company is not responsible for any loss or inability to access Digital Assets resulting from the acts, omissions or misconfiguration of such services or their providers. If you lose access to your Wallet, access may be restored only through any recovery methods available through the third-party wallet infrastructure, and the Company cannot otherwise restore access or recover any Digital Assets.

7.3. Blockchain finality. Transactions recorded on a blockchain protocol are generally irreversible. Neither the Company nor, save as set out in the Provider Terms, any Regulated Service Provider is able to reverse, cancel or recall a Transaction once broadcast to or confirmed on a blockchain protocol. You are solely responsible for verifying all Transaction details (including destination addresses, networks, asset types and amounts) before authorising any Transaction.

7.4. No deposit protection. Digital Assets held in your Wallet and balances associated with the Regulated Services are not bank deposits, are not insured or guaranteed by any government deposit insurance or investor compensation scheme, and are not protected by any deposit guarantee arrangements.

8. Platform Services

8.1. Platform functionality. Subject to these Terms and payment of applicable fees, the Company grants you access to the Platform to: (a) view balances, Transactions and reporting dashboards; (b) initiate payments, payouts and invoice settlement workflows; (c) manage treasury operations, including conversions between fiat currency and Stablecoins executed by the Regulated Service Providers; (d) create and manage Virtual Accounts and Wallets; (e) configure roles, permissions and approval workflows for Authorised Users; and (f) use AI Features, in each case as made available by the Company from time to time.

8.2. Orders. The Platform enables you to submit your Order to the applicable Regulated Service Provider for processing. You acknowledge that: (a) execution, timing, pricing, FX rates and fees applicable to Orders are determined in accordance with the applicable Provider Terms and fee disclosures; (b) an Order may be refused, delayed, suspended or cancelled by the Regulated Service Provider as described in Clause 4.4; and (c) on-screen indications within the Platform, if available, (including estimated arrival times and indicative rates) are provided for convenience only and are not binding.

8.3. Internal authorisations. You are responsible for configuring and enforcing your own internal approval workflows within the Platform. The Company is entitled to treat any instruction submitted through your Account by an Authorised User (or using valid credentials) as duly authorised by you, and is not required to verify the internal authority of any Authorised User.

8.4. Receipts and disclosures. You agree to receive electronically, through the Platform or by email, all Transaction receipts, wallet balance information, disclosures, warnings, statements, notices and other documents required by Applicable Law or by any Regulated Service Provider (or its financial institution or payment service provider partners), and any other documents that a Regulated Service Provider requires to be delivered to you, in each case in the form and manner approved by the relevant Regulated Service Provider. You consent to electronic delivery of all such documents and confirm that you have the ability to access and retain them.

8.5. Virtual Accounts. Fiat currency received into a Virtual Account is processed and automatically converted into Stablecoins by the applicable Regulated Service Provider and delivered to your Wallet in accordance with the Provider Terms. A Virtual Account is not a checking, savings, deposit or prepaid account, cannot be used to hold cash balances, and fiat currency.

9. Supported Assets and Currencies

9.1. The Regulated Service Providers control the asset list. The Regulated Service Providers exclusively control the list of fiat currencies, Stablecoins and Digital Assets available for purchase, sale or redemption through the Regulated Services, and may add or remove any of them at any time for any reason. The fiat currencies, Stablecoins and Digital Assets supported may differ on a client-by-client basis, depending on your location or permissions or those of the applicable Regulated Service Provider. The Company does not control, and makes no commitment that any particular asset, currency, network or corridor will be or remain available to you.

10. Stablecoins and Digital Assets

10.1. No rights against the Company. Nothing on the Platform confers on you any right, claim or entitlement against the Company in relation to any Stablecoin or other Digital Asset (including any right of issuance, redemption, conversion or payment), and nothing on the Platform constitutes a promise, guarantee or undertaking by the Company that any Transaction will be executed, settled or completed. All rights in relation to Stablecoins and other Digital Assets arise solely under the applicable Provider Terms and the terms of the relevant issuer, and all Orders are executed and settled by the Regulated Service Providers.

10.2. No responsibility of the Company for transactions. Without limiting any other provision of these Terms, the Company assumes no responsibility or liability whatsoever in respect of the execution, non-execution, processing, settlement, timing, delay, suspension, rejection, cancellation or other outcome of any Order or Transaction, all of which are carried out by the relevant Regulated Service Provider(s).

10.3. Provider Terms govern. The nature, operation and risks of Stablecoins and other Digital Assets (including the risk that a Stablecoin may fail to maintain a stable value, and the terms of issuance and redemption) are addressed in and governed by the applicable Provider Terms, which you accept upon sign-up, and, where applicable, the stablecoin terms of the relevant issuer.

You expressly acknowledge and agree that Stablecoins made available through the Platform are non-interest-bearing payment instruments, do not grant you any right, title, or claim to any interest, yield, or returns generated by the reserves backing such Stablecoins, and do not constitute an investment or deposit product.

11. AI Features

11.1. Description. The Platform may include AI Features that may, for example, summarise account activity, categorise transactions, draft payment or invoice workflows, surface anomalies, generate reports, forecast cash positions or answer questions about your data. AI Features are productivity tools that operate on the data available within your Account and, where enabled, data you provide to them. For the avoidance of doubt, third-party customer-support tools embedded in or accessible from the Platform or our websites (including any AI-assisted support chat provided and operated by a third party under its own terms) are Third-Party Services and not AI Features, and Clause 19 applies to them.

11.2. No advice; human review required. Where AI features are used, AI Output is generated by statistical models and is provided for informational and workflow-support purposes only. AI Output: (a) does not constitute legal, tax, accounting, investment or financial advice or a recommendation or solicitation to execute any Transaction; (b) may be inaccurate, incomplete, outdated or unsuitable for your circumstances, and may contain errors (including so-called “hallucinations”); and (c) must be independently reviewed and verified by a suitably qualified human before being relied upon or acted upon. You are solely responsible for any decision made or authorised on the basis of AI Output. For clarity, the probabilistic nature of AI means that outputs may contain inaccuracies, errors, or omissions. The Client is solely responsible for evaluating and verifying any outputs provided by the Platform before relying on them for business decisions or operations.

11.3. No autonomous execution. AI Features do not execute Transactions autonomously.

11.4. Third-party AI providers. AI Features may be powered by third-party AI model providers. Your inputs to the AI Features (“AI Inputs”) and AI Output may be processed by such providers as sub-processors under contractual terms consistent with Clause 14. Unless expressly stated otherwise in our Privacy Policy or any separate agreement between us: (a) the Company will not, and will contractually require its AI providers not to, use your AI Inputs or Confidential Information to train generalised AI models, other than in aggregated and de-identified form that does not identify you, any Authorised User or any other individual, consistent with Clause 14.4(c); and (b) AI Inputs and AI Output are otherwise processed solely to provide and secure the AI Features and improve their performance for you.

11.5. Your responsibilities. You must not: (a) input into the AI Features any data that you are not lawfully permitted to disclose, including special category personal data unless strictly necessary and lawful; (b) use the AI Features to generate content that is unlawful, misleading or in breach of Clause 13; (c) rely on the AI Features for compliance determinations, sanctions screening conclusions or regulatory filings without independent verification; or (d) represent AI Output to any third party as having been produced or endorsed by any Regulated Service Provider.

11.6. Availability and changes. AI Features are provided on an “as available” basis, may be modified, suspended or withdrawn at any time (including where required under Clause 16.1), and may be subject to usage limits. Clause 23 (Disclaimers) and Clause 25 (Limitation of Liability) apply fully to the AI Features and AI Output.

12. Fees and Taxes

12.1. Platform fees. You will pay the Company the fees set out in the fee schedule published on the Platform (“Platform Fees”). Unless otherwise stated, Platform Fees are payable [monthly in advance], are exclusive of taxes, and are non-refundable except as required by Applicable Law or expressly stated in a separate agreement between us.

12.2. Regulated Service Provider and third-party fees. Fees, spreads and charges applicable to the Regulated Services (including transaction fees, FX fees, virtual account fees, wallet fees and compliance fees) are set out in the applicable Provider Terms and fee disclosures and may be charged to you directly by the Regulated Service Provider or collected through the Platform. Third-party fees, including network (gas) fees and return fees, may be passed through to you.

12.3. Set-off; deductions. You acknowledge that amounts payable to you in connection with the Regulated Services may be subject to rights of set-off and deduction exercised by a Regulated Service Provider under the applicable Provider Terms. The Company may set off any amounts you owe to the Company against amounts the Company owes to you, provided the Company will not set off amounts you dispute in good faith by written notice.

12.4. Late payment. If any amount due under this Agreement is not paid by its due date, Company may, without limiting any other right or remedy:

  1. charge interest on the overdue amount at the lower of 1.5% per month and the maximum rate permitted by Applicable Law, accruing daily from the due date until paid in full; and/or
  2. suspend customer's access to the service, upon 7 days' written notice, until all overdue amounts (plus accrued interest) are paid in full (in accordance with Clause 18).

12.5. Taxes. All amounts are exclusive of applicable sales, use, goods and services, value added, consumption and similar taxes, which you must pay in addition where applicable. Each party is responsible for taxes on its own income. You are solely responsible for determining and discharging any tax obligations arising from your Transactions and holdings of Digital Assets.

13. Prohibited Activities and Acceptable Use

13.1. Prohibited Activities List. You must not use the Platform or the Regulated Services to engage in, enable or facilitate, whether by you, your Affiliates or your Authorised Users, any of the following (“Prohibited Activities”): unlawful or abusive activity; fraud; unlawful gambling; unlawful prediction markets; intellectual property infringement; investment or credit services; check cashing; bail bonds; collections agencies; counterfeit or unauthorised goods; drugs and drug paraphernalia (including pseudo-pharmaceuticals); substances designed to mimic illegal drugs; adult content and services; multi-level marketing; mixing services; unfair, predatory or deceptive practices; digital asset exchange services provided by you to third parties; money services provided by you to third parties; money transmission services provided by you to third parties; and any business that the Company or a Regulated Service Provider believes poses elevated financial risk or legal liability, or that violates applicable payment service provider rules, card network rules or bank policies.

13.2. Updates. The Prohibited Activities list may be updated at any time by the Company through a notice via its platform or a Regulated Service Provider (based on Provider Terms), and the updated list applies from the date of such notice or as provided in the Provider Terms.

13.3. No regulated intermediation by you. Without limiting Clause 13.1, you must not use the Platform to provide digital asset exchange, custody, money transmission, payment or other regulated services to your own customers or any third party. The Platform is provided for the management of your own business's funds and payment operations only, unless expressly agreed otherwise in an Order Form and permitted by the applicable Regulated Service Provider.

13.4. Conduct restrictions. You must not:

  1. circumvent, probe or breach any security or authentication measures of the Platform, or use the Platform (or allow it to be accessed) in a way that breaches, circumvents or contravenes any contractual usage restrictions or that exceeds your authorised use under these Terms;
  2. introduce, create, use, send, store or run any virus or other harmful code, files, scripts, agents or programs, or any other malicious code;
  3. access the Platform to build a competing product or copy its features;
  4. use robots, scrapers or automated means to access the Platform except through documented APIs;
  5. fail to use commercially reasonable efforts to avoid interference with, or interfere with or disruption to, the integrity, operation, performance or use or enjoyment by others of the Platform;
  6. use the Platform in a way that violates, infringes or contravenes the rights of any third party, including rights relating to contract, intellectual property, publicity, privacy or confidentiality; or
  7. engage in any activity that violates laws concerning the integrity of trading markets, including market manipulation, wash trading, or 'pump and dump' schemes, or that constitutes the unlawful offering of securities or derivatives.

13.5. Unauthorised access. You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify the Company.

14. Data Protection, User Data, and Consent

14.1. Privacy Policy. The Company processes personal data in accordance with its Privacy Policy. Each Regulated Service Provider processes personal data in accordance with its own privacy policy.

14.2. Consent to provision of data to Regulated Service Providers. You authorise the Company to collect and transmit, directly or through its onboarding technology providers, the information and documents submitted during onboarding to the applicable Regulated Service Provider for the purposes of assessing your eligibility for, onboarding you to and providing the Regulated Services, and enabling that Regulated Service Provider to conduct ongoing due diligence, transaction monitoring and comply with Applicable Law. You will obtain, and you warrant that you have obtained, all necessary consents, and established all necessary lawful bases, notices and authorisations from your Authorised Users, beneficial owners, directors, personnel and any other individuals whose personal data you provide through the Platform, sufficient to permit: (a) the Company to collect such data through the Platform interface and to transmit it to the applicable Regulated Service Providers for the purposes of onboarding you to the Regulated Services, ongoing due diligence, Transaction monitoring and compliance with Applicable Law; and (b) the Regulated Service Providers to process such data in accordance with their respective privacy policies.

14.3. Independent controllers. You acknowledge that data provided to a Regulated Service Provider may be identical to, or may overlap with, data provided to or held by the Company, and that each of the Company and the Regulated Service Provider independently owns and controls any such identical or overlapping data pursuant to its respective terms and privacy policies. Without limiting your rights in your own data, you acknowledge and agree that data provided to a Regulated Service Provider through or in connection with the Platform will be deemed that Regulated Service Provider's data upon the creation of your account with that Regulated Service Provider, and will thereafter be processed by it in accordance with the applicable Provider Terms and its privacy policy.

14.4. Company processing. As between you and the Company, and without limiting Clause 14.3: (a) you retain ownership of the data and content you submit to the Platform (“Client Data”); (b) you grant the Company a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display and analyse Client Data solely to provide, secure and improve the Platform, to fulfil its obligations under these Terms and its contractual commitments to the Regulated Service Providers, for internal fraud prevention, and to comply with Applicable Law; and (c) the Company may use aggregated and de-identified data that does not identify you or any individual for analytics, benchmarking and product improvement.

14.5. International transfers. You acknowledge that data may be transferred to and processed in jurisdictions outside your own (including the Cayman Islands, the United States and the European Economic Area) and that such transfers will be made in accordance with the safeguards described in the applicable privacy notices.

14.6. Security. The Company will implement and maintain administrative, physical and technical safeguards designed to protect Client Data and Confidential Information that are appropriate to the nature of the data and no less rigorous than industry standards, including encryption in transit and at rest, access controls based on business need, personnel training, and secure disposal policies. You are responsible for the security of your own systems, devices and credentials used to access the Platform.

14.7. Security incidents. Each party will notify the other without undue delay (and in any event within 48 hours of discovery) upon becoming aware of a Security Breach affecting the other party's Confidential Information or personal data processed in connection with the Platform, and will take reasonable steps at its own expense to limit, stop or remedy the breach. The Company may notify the Regulated Service Providers and Regulatory Authorities of incidents as required by Applicable Law or its contractual commitments.

15. Records, Audits, and Regulatory Cooperation

15.1. Records. The Company retains accurate and complete records of your interactions with the Platform in relation to the Regulated Services (including orders initiated, timestamps, technical identifiers and logs) for a period of up to seven (7) years from the date of the relevant interaction, or such longer period as may be required to discharge the Company's contractual obligations or comply with Applicable Law. This retention period may be updated from time to time to reflect applicable legal obligations or updated contractual commitments. The Company may provide such records, and any additional information or assistance reasonably required, to the Regulated Service Providers to enable them to comply with their legal or regulatory obligations or to respond to enquiries from any Regulatory Authority.

15.2. Your records and assistance. You will maintain accurate records of your use of the Platform and your Transactions as required by Applicable Law, and will promptly provide the Company with such records, information and assistance as the Company reasonably requires in order to comply with its legal, regulatory or contractual obligations (including its contractual commitments to the Regulated Service Providers) or to respond to enquiries from any Regulatory Authority.

15.3. Supervisory cooperation. You acknowledge that the Regulated Service Providers may be subject to direct supervision by competent authorities in the jurisdictions in which they are licensed or regulated. You will, upon reasonable notice and subject to appropriate confidentiality protections, cooperate with the Company, the Regulated Service Providers and any such competent authority in relation to any supervisory request, audit or inspection concerning the Regulated Services, including by providing access to relevant records and responding to reasonable information requests, in each case to the extent such access or disclosure is required for the Company or a Regulated Service Provider to comply with Applicable Law.

16. Changes to the Services and these Terms

16.1. Regulatory changes. The Company may make any change to the Platform, these Terms, your user journey or your access that the Company reasonably determines is necessary or appropriate to comply with Applicable Law, the requirements of a Regulatory Authority, or the reasonable instructions, requirements or contractual commitments of any Regulated Service Provider, and any such change may take effect immediately upon notice. You will comply with any resulting requirement communicated to you, including providing additional information, accepting updated disclosures or adjusting your use of the Platform.

16.2. Changes to these Terms. The Company may amend these Terms from time to time. The amended Terms will be published on the Platform and will indicate the date on which they were last revised. Amendments will take effect on the effective date stated in the amended Terms. For material changes, the Company will also notify you by email, through the Platform or by other reasonable means of any material change to these Terms, which shall take effect on the date specified in the notice. Changes described in Clause 16.1, and changes reflecting amendments to the applicable Provider Terms, may take effect immediately upon notice. You should review these Terms periodically. Your continued access to or use of the Platform after an amendment takes effect constitutes your acceptance of the amended Terms. If you do not agree to an amendment, you must stop using the Platform and may terminate these Terms under Clause 18.4.

16.3. Changes to the Platform. The Company may modify, enhance, suspend or discontinue features of the Platform from time to time, provided that the Company will not materially degrade the core functionality paid for under an active Order Form during its term except where required by Applicable Law, a requirement described in Clause 16.1, or the termination or modification of the underlying Regulated Services or Third-Party Services.

17. Support and Communication

17.1. Support. The Company provides first-line support for the Platform and for your use of the Regulated Services through the Platform, through the support channels identified on the Platform. Initial enquiries may be handled by AI-assisted chatbots or routing systems, and may be escalated to an appropriate human support team based on the nature of the issue. The Company manages the investigation, administration and resolution of Transaction errors and other disputes and enquiries in coordination with the applicable Regulated Service Provider. Any specific support hours or response times apply only where separately published on the Platform or agreed in writing.

17.2. Complaints. You may submit complaints regarding the Platform or the Regulated Services to the Company through the support channel identified on the Platform. The Company will acknowledge and handle complaints in accordance with its complaints procedure and will promptly report to the applicable Regulated Service Provider all complaints received regarding the Regulated Services. Complaints relating to the Regulated Services may also be subject to the complaints processes described in the applicable Provider Terms.

17.3. Notices. The Company may give you notices via the Platform, to the email address associated with your Account, or by other electronic means, and such notices are deemed given when sent or posted (or, if sent outside business hours, at 9 a.m. on the next Business Day). You must keep your contact details current. Notices to the Company must be sent to support@lisk.com and are deemed given on receipt.

17.4. Language. These Terms and all communications between the parties will be in English. Any translation is provided for convenience only and the English version prevails.

18. Suspension, Account Closure, and Termination

18.1. Suspension by the Company. The Company may suspend or restrict your access to the Platform, any feature, or any functionality, with immediate effect and with or without notice, where: (a) the Company reasonably suspects a breach of these Terms, a Prohibited Activity, fraud, a security compromise or unlawful conduct; (b) the Company reasonably determines it necessary or appropriate to comply with Applicable Law, the requirements of a Regulatory Authority, or its contractual commitments to a Regulated Service Provider (in accordance with Clause 16.1); (c) you fail to complete or refresh verification under Clause 5; (d) amounts due remain unpaid after notice; (e) necessary to prevent fraudulent or criminal activity or reputational, regulatory or financial harm to the Company or any Regulated Service Provider; or (f) necessary for maintenance or to address a security incident. Where lawful and practicable, the Company will give you prior or prompt notice of a suspension and, for non-urgent compliance matters (such as expired identification or stale verification documentation), will use reasonable efforts to give you at least five (5) Business Days' notice and an opportunity to remediate before suspension takes effect. Suspension or restriction of the Platform may prevent you from initiating Transactions through the Wallet Interface, but does not give the Company custody of, or the ability independently to transfer, your Digital Assets. Your ability to access or use your Wallet will depend on the functionality and recovery methods made available through the third-party wallet infrastructure.

18.2. Company instructions regarding the Regulated Services. Without limiting Clause 4.4, the Company may, in its sole discretion and to the extent permitted by Applicable Law, instruct a Regulated Service Provider to suspend or terminate your access to the Regulated Services where: (a) you are the subject of an inquiry received by the Company from a financial institution or Regulatory Authority; (b) the Company has terminated or suspended your use of the Platform; (c) the Company considers it necessary to prevent fraudulent or criminal activity, or reputational, regulatory or financial harm to the Company; or (d) the Company reasonably determines it necessary to meet its legal or contractual obligations. Whether and how a Regulated Service Provider acts on any such instruction is determined by that Regulated Service Provider in accordance with the applicable Provider Terms.

18.3. Termination by the Company. The Company may terminate these Terms and close your Account: (a) for material breach that remains uncured 15 days after notice (or immediately if the breach is incapable of cure); (b) immediately if you experience an insolvency event; (c) immediately if required by Applicable Law, a Regulatory Authority or a requirement described in Clause 16.1, upon termination of the Company's agreement with a Regulated Service Provider, or where the Company reasonably determines that termination is necessary to meet its legal or contractual obligations; (d) immediately upon your engaging in a Prohibited Activity or a sanctions event under Clause 6.4; or (e) for convenience on 30 days' notice.

18.4. Termination by you. You may terminate these Terms and close your Account at any time on 30 days' written notice, subject to payment of all accrued fees. Outstanding Orders will be handled in accordance with the Provider Terms.

18.5. Effect of closure. Upon closure of your Account or termination of your access to the Platform or the Regulated Services: (a) the Company will disable your access to the Platform, and you will no longer be able to access the Regulated Services or submit Orders through it; and (b) all consequences for the Regulated Services, including the treatment, completion, cancellation or unwinding of any Order or Transaction then in progress, the settlement or return of funds, and the closure of your account with the applicable Regulated Service Provider, are determined by that Regulated Service Provider in accordance with the applicable Provider Terms. The Company does not receive, hold, execute or settle Orders and has no control over, and no responsibility or liability for, any of the foregoing, which are matters solely between you and the applicable Regulated Service Provider. Following closure, the Company will have no obligation to maintain the Wallet Interface. Your ability to access or use your Wallet will depend on the functionality and recovery methods made available through the third-party wallet infrastructure. You are responsible for following any wind-down instructions made available by the Company.

18.6. Provider-driven wind-down. If the Company's agreement with a Regulated Service Provider expires or terminates, the continued availability of the affected Regulated Services, including any wind-down period during which outstanding Orders may be completed and no new Orders are processed or new customers onboarded, is determined by that Regulated Service Provider in accordance with the applicable Provider Terms. The Company may take any steps during that period that it reasonably determines necessary to comply with Applicable Law or its contractual commitments, or to enable the Regulated Service Providers to do so.

18.7. Data following closure. Following closure of your Account, the Company has no obligation to store or maintain Client Data and may permanently delete it, subject to Clause 15.1 and Applicable Law.

18.8. Survival. Termination does not relieve either party of liability accrued before termination. Clauses which by their nature should survive (including Clauses 3, 6.3, 10.2, 12, 13, 14, 15, 20, 21, 23, 24, 25, 26 and 27) survive termination.

19. Third-Party Services and Providers

19.1. Third-Party Services generally. The Platform interoperates with and depends upon Third-Party Services, including the Regulated Services, wallet infrastructure providers, technology partners of the Regulated Service Providers, blockchain Protocols, data providers and AI model providers. Third-Party Services are provided by the relevant third parties under their own terms and privacy policies, which you may be required to accept, and the Company is not a party to, and has no control over, such terms except as expressly stated.

19.2. No responsibility for third parties. To the maximum extent permitted by Applicable Law, the Company is not responsible or liable for the acts, omissions, errors, outages, insolvency, security failures or service changes of any Third-Party Service or its provider, including: (a) any refusal, delay, suspension, cancellation or reversal of any Order by a Regulated Service Provider or any of its payment service provider partners; (b) unavailability, congestion or failure of any blockchain Protocol; (c) any failure of wallet infrastructure; and (d) any change to or withdrawal of a Third-Party Service that affects the Platform. Where a Third-Party Service is modified or withdrawn, the Company will use commercially reasonable efforts to procure a suitable alternative or to mitigate the impact, but does not guarantee continuity.

19.3. Third-party terms prevail for third-party services. As between you and each third-party provider, the relevant third-party terms govern your use of that provider's services. Nothing in these Terms modifies your obligations under the applicable Provider Terms or any other third-party terms.

20. Intellectual Property

20.1. Company IP. The Platform, including all software, interfaces, designs, AI Features, documentation, trade marks and other intellectual property, is and remains the exclusive property of the Company and its licensors. Subject to these Terms and payment of applicable fees, the Company grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the term of these Terms solely for your internal business purposes.

20.2. Restrictions. Except as expressly permitted in these Terms or as may be allowed by any Applicable Law which cannot be excluded by agreement between the parties, you must not (and must not permit any third party to): (a) copy, modify, duplicate, adapt, translate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, sell, resell, sublicense, license, lease, rent, transfer, assign, time-share or commercially exploit all or any portion of the Platform or its documentation in any form or media or by any means, or otherwise make any part of the Platform or its documentation available to third parties, except to Authorised Users in accordance with these Terms; (b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, or attempt to derive its source code or other trade secrets; (c) access all or any part of the Platform or its documentation in order to build, develop or operate, or attempt to build, develop or operate, a product or service which competes with the Platform; or (d) attempt to obtain, or assist any third party (including any competitor of the Company) in obtaining, access to the Platform or its documentation other than as provided in these Terms. Rights not expressly granted are reserved.

20.3. Third-party IP. The Regulated Services, the associated APIs and platforms of the Regulated Service Providers and all associated intellectual property remain the property of the Regulated Service Providers and their licensors. Where a Regulated Service Provider's name, logo or mark appears on the Platform, it appears to identify the provider of the Regulated Services in accordance with Applicable Law and the Company's contractual commitments, and no licence to such marks is granted to you.

20.4. Client marks. You grant the Company a worldwide, non-exclusive, royalty-free, revocable licence to use your name, logo and marks during the term solely to provide the Platform, to identify you within the Platform, and, with your prior written consent, in the Company's client lists and marketing materials.

20.5. Feedback. If you provide suggestions or feedback about the Platform, the Company may use them without restriction or obligation, provided that the Company does not disclose your Confidential Information. To the extent the Feedback gives rise to any intellectual property rights, you assign those rights to us, or, where assignment is not permitted by law, you grant us an irrevocable, worldwide, perpetual, royalty-free, transferable licence to use the Feedback for any purpose.

21. Confidentiality

21.1. Obligations. Each party (the “Receiving Party”) will: (a) hold the other party's (the “Disclosing Party”) Confidential Information in strict confidence and protect it with at least the safeguards it uses for its own similar information, and no less than reasonable care; (b) not disclose it to any person other than its personnel, Affiliates, professional advisers and service providers who need to know it for the purposes of these Terms and are bound by confidentiality obligations no less protective; and (c) not use it for any purpose other than performing under, exercising rights under, or as otherwise permitted by these Terms. “Confidential Information” means non-public information disclosed by or on behalf of a party in connection with these Terms that is designated confidential or that would reasonably be understood to be confidential, but excludes information that is or becomes public through no breach, was lawfully known without restriction, is received from a third party without breach, or is independently developed without use of the Disclosing Party's information.

21.2. Compelled disclosure. The Receiving Party may disclose Confidential Information if required by Applicable Law or a Regulatory Authority, provided that (where lawful and practicable) it gives the Disclosing Party reasonable prior notice and limits disclosure to what is required. No notice is required for disclosures made to a Regulatory Authority in connection with routine supervisory examinations, or where notice is prohibited. You acknowledge that the Company may disclose information concerning you and your use of the Platform to the Regulated Service Providers, their financial institution and payment service provider partners, and Regulatory Authorities as required by its contractual commitments to the Regulated Service Providers or by Applicable Law, and this Clause 21 does not restrict such disclosures.

22. Representations, Warranties, and Covenants of Client

22.1. You represent, warrant and covenant, on the date you accept these Terms and on a continuing basis, that:

  1. you are duly organised, validly existing and in good standing under the laws of your jurisdiction of formation, with full power and authority to carry on your business and to enter into and perform these Terms;
  2. these Terms constitute your legal, valid and binding obligation, enforceable in accordance with their terms;
  3. your execution and performance of these Terms does not violate any Applicable Law, your constitutional documents, or any contract or order binding on you;
  4. you hold, and will maintain, all licences, permissions and authorisations necessary to conduct your business in each jurisdiction in which you operate, and your use of the Platform does not and will not violate Applicable Law;
  5. no information provided by you or on your behalf in connection with these Terms contains any untrue statement of a material fact or omits a material fact necessary to make it not misleading;
  6. you are not, and no beneficial owner, director or Authorised User of yours is, a Sanctioned Person;
  7. the funds and Digital Assets you use on the Platform derive from lawful sources;
  8. you will use the Platform and the Regulated Services only for commercial purposes and in compliance with these Terms, the applicable Provider Terms and Applicable Law; and
  9. you are commercially and technically sophisticated, understand the operation and risks of distributed ledger technology, Digital Assets and Stablecoins, and are capable of independently evaluating the merits and risks of using the Platform.

23. Disclaimers and Risk Disclosures

23.1. Platform provided “as is”; exclusion of representations and warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, THE PLATFORM, THE AI FEATURES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM, THE REGULATED SERVICES OR ANY THIRD-PARTY SERVICE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL BE COMPATIBLE WITH ANY PARTICULAR SYSTEM OR ENVIRONMENT. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE COMPANY HEREBY DISCLAIMS AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN RESPECT OF THE REGULATED SERVICES, ANY THIRD-PARTY SERVICE, ANY STABLECOIN OR OTHER DIGITAL ASSET, OR THE EXECUTION, SETTLEMENT OR COMPLETION OF ANY TRANSACTION.

23.2. Non-custodial and technology risks. You acknowledge and accept that: (a) you, and not the Company, control the authorisation of Transactions from your Wallets. The Company does not have access to, and cannot recover or independently use, the Private Keys or recovery credentials associated with your Wallets. Loss of credentials, devices or recovery methods may result in the permanent and irrecoverable loss of Digital Assets, if an applicable recovery process that may be available cannot be completed by you or your workspace administrators, provided that the Company cannot restore or recover any Digital Assets; (b) transactions recorded on a blockchain Protocol are generally irreversible, and errors in Transaction details may result in permanent loss; (c) the Company provides technology only and has no control over, and gives no assurance as to, the execution, settlement or completion of any Transaction by any Regulated Service Provider or on any Protocol; (d) software, networks and infrastructure may contain defects, vulnerabilities or interruptions notwithstanding the safeguards applied; and (e) the risks associated with Digital Assets, Stablecoins and the Regulated Services themselves (including price volatility, depegging, Protocol events, legal and regulatory change, and the absence of deposit insurance or investor compensation coverage) are disclosed in and governed by the applicable Provider Terms, which you accept upon sign-up. You confirm that you are able to bear these risks in your business and that you use the Platform at your own risk.

23.3. No fiduciary relationship. The Company is not your trustee, fiduciary, adviser, broker or agent. Nothing in these Terms creates any fiduciary duty owed by the Company to you. To the fullest extent permitted by Applicable Law, any fiduciary duties or liabilities that might otherwise exist at law or in equity are irrevocably disclaimed and waived, and the only duties the Company owes you are those expressly set out in these Terms.

24. Indemnification

24.1. Client indemnity. You will indemnify, defend and hold harmless the Company, its Affiliates and their respective officers, directors, employees and agents (the “Company Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, fines, costs and expenses (including reasonable documented legal fees) incurred in connection with any third-party claim (including any claim, investigation or proceeding by a Regulatory Authority or a Regulated Service Provider or any of its financial institution or payment service provider partners) arising out of or relating to: (a) your breach of these Terms, the applicable Provider Terms or any requirement communicated to you under Clause 16.1; (b) your violation of Applicable Law; (c) your Prohibited Activities or fraud, negligence or wilful misconduct; (d) any security breach, loss or unauthorised use of credentials, API keys, Accounts or Wallets caused by you, your Authorised Users or your service providers; (e) transaction losses, chargebacks, reversals or recalls attributable to you or your counterparties; (f) your data, content or instructions, including any claim that they infringe third-party rights; and (g) your use of AI Output in breach of Clause 11.

24.2. Company indemnity. The Company will indemnify, defend and hold you harmless from and against losses incurred in connection with any third-party claim arising out of: (a) the Company's material breach of these Terms; (b) infringement by the Platform (excluding Third-Party Services and Client Data) of a third party's intellectual property rights; or (c) the Company's gross negligence, fraud or wilful misconduct. The Company's obligations under this Clause do not apply to the extent a claim arises from your breach, your data, Third-Party Services, or use of the Platform other than in accordance with these Terms.

24.3. Procedure. The indemnified party will notify the indemnifying party promptly of any claim (provided that late notice relieves the indemnifying party only to the extent of resulting material prejudice), permit the indemnifying party to control the defence and settlement (provided no settlement admitting fault or imposing non-monetary obligations on the indemnified party may be made without its prior written consent), and provide reasonable cooperation at the indemnifying party's expense.

25. Limitation of Liability

25.1. Exclusion of indirect losses. EXCEPT AS SET OUT IN CLAUSE 25.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA, EVEN IF FORESEEABLE OR IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

25.2. Cap. EXCEPT AS SET OUT IN CLAUSE 25.3, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE.

25.3. Exclusions from the limitations. Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) your payment obligations, including fees and pass-through amounts; (d) your liability for losses arising from Transactions attributable to you as described in Clause 24.1(e); or (e) any liability that cannot be excluded or limited under Applicable Law.

25.4. Specific exclusions. Without limiting the foregoing, and to the maximum extent permitted by Applicable Law, the Company will not be liable for any loss arising from: (a) the acts, omissions or decisions of any Regulated Service Provider, any of its financial institution or payment service provider partners, or any other Third-Party Service provider, including any refusal, suspension, cancellation, delay or termination described in Clause 4.4 or 18.2; (b) loss of, or loss of access to, Private Keys, Wallets or Digital Assets, except to the extent caused by the Company's gross negligence, fraud or wilful misconduct; (c) fluctuations in the value of any Digital Asset or fiat currency; (d) blockchain Protocol events; (e) your reliance on AI Output contrary to Clause 11; or (f) suspensions or compliance actions taken in good faith under Clauses 6 and 18.

26. Governing Law and Dispute Resolution

26.1. Governing law. These Terms, and any dispute, controversy or claim arising out of or in connection with them or their subject matter, existence, validity, construction or termination (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Cayman Islands.

26.2. Escalation. The parties will first seek to resolve any dispute in good faith by consultation between designated representatives. If a dispute remains unresolved for more than 30 days, either party may escalate it to senior executives of each party.

26.3. Arbitration. Any dispute not resolved under Clause 26.2 will be subject to the exclusive jurisdiction of the courts of the Cayman Islands.

26.4. Continued performance. The existence of a dispute does not excuse either party from continuing to perform its obligations, or suspend any payment obligation, except to the extent the obligation or amount is itself the subject of the dispute.

27. General Provisions

27.1. Entire agreement. These Terms (together with all documents incorporated by reference) constitute the entire agreement between the parties relating to their subject matter and supersede all prior communications and agreements relating to the same. Each party agrees that it has no remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms, and that it will have no claim for innocent or negligent misrepresentation based on any statement in these Terms. Nothing in this Clause limits liability for fraud.

27.2. Order of precedence. In the event of conflict, the following order of precedence applies: (a) with respect to the Regulated Services, the applicable Provider Terms; (b) any supplemental feature terms (with respect to their subject matter); and (c) these Terms.

27.3. Assignment. You may not assign, transfer, charge, sub-contract or otherwise deal with these Terms or any of your rights or obligations under them without the Company's prior written consent. The Company may at any time assign, transfer, charge, sub-contract or otherwise deal with all or any of its rights or obligations under these Terms, including to an Affiliate, by operation of law, or in connection with a merger, consolidation or sale of all or substantially all of its assets. These Terms bind and benefit the parties' permitted successors and assigns.

27.4. Subcontracting. The Company may engage service providers and subcontractors to perform its obligations, and remains responsible for their performance.

27.5. Third-party rights. Except as set out in this Clause, a person who is not a party to these Terms has no right to enforce any term of these Terms. Each Regulated Service Provider (including Bridge) is an intended third-party beneficiary of, and may enforce, your obligations under Clauses 4, 5, 6, 8.4, 10.2, 13, 14.2, 15 and 16.1 to the extent such obligations relate to the services provided by it, provided that such enforcement rights are limited to seeking specific performance, injunctive or other equitable relief and do not include any independent right to claim damages.

27.6. Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, trust, fiduciary or employment relationship, and neither party has authority to act in the name of, on behalf of, or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).

27.7. Force majeure. Neither party will be liable for delay or failure to perform (other than payment obligations) due to acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the affected party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, terrorism, sabotage, malicious damage, epidemics or pandemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, default of suppliers or sub-contractors, or failure of blockchain Protocols, provided that the affected party notifies the other party of such event and its expected duration. If a force majeure event persists for more than 30 days (10 days where it affects payment obligations), the unaffected party may terminate these Terms.

27.8. Severability. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or, if such modification is not possible, deemed deleted, and any modification or deletion shall not affect the validity and enforceability of the remainder of these Terms; the parties authorise any court or tribunal of competent jurisdiction to modify the provision so that it is enforced to the fullest extent permitted by Applicable Law. If any provision is deemed deleted, the parties will negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

27.9. Waiver. A waiver of any breach is not a waiver of any other or subsequent breach, and no failure or delay in exercising any right or remedy constitutes a waiver of it. No single or partial exercise of any right or remedy prevents or restricts the further exercise of that or any other right or remedy.

27.10. Remedies cumulative. The rights and remedies of the parties under these Terms are cumulative and in addition to all other rights and remedies at law or in equity.

27.11. Electronic contracting. You consent to contract electronically, and agree that your electronic acceptance of these Terms and electronic records of your interactions with the Platform are admissible as evidence of this agreement and satisfy any requirement for a writing or signature.

27.12. Counterparts. Where these Terms are executed as a signed agreement, they may be executed in counterparts, all of which together constitute one agreement, and may be delivered electronically.