Last Updated: September 23, 2026

Terms of Service

PAX Markets Technology, LLC

These Terms and Conditions, including all attachments, appendices, and any other terms incorporated by reference (collectively, "Terms"), PAX's Privacy Policy, E-Sign Consent, and Cookie Policy, govern your ("Client") use of the Platform (defined below) that is offered by PAX Markets Technology, LLC, a Delaware limited liability company ("PAX").

Client may use the Platform only if the Client is an entity capable of performing the representations and warranties detailed in Section 8(a) of this document or an individual, 18 years or older, capable of making the representations and warranties detailed in Section 8(b), and capable of forming a binding contract with PAX, and not otherwise barred from using the Platform under applicable law.

BY USING THE PLATFORM, CLIENT AGREES TO BE BOUND BY THESE TERMS. IF CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MAY NOT USE THE PLATFORM.

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

Conflict of Interest Acknowledgement

BY ACCEPTING THESE TERMS, CLIENT ACKNOWLEDGES AND CONSENTS THAT PAX AFFILIATES MAY SUPPLY FIAT OR DIGITAL ASSET LIQUIDITY FOR THEIR OWN ACCOUNT AND MAY PROFIT, CREATING A POTENTIAL CONFLICT OF INTEREST.

PAX prohibits front-running and trading on non-public knowledge of a pending Order. PAX uses Trading Instructions and Non-Public Market Data (Client Confidential Information) solely to operate the Platform, discloses them to no one while non-public, and keeps them invisible to all participants, so none can front-run (Section 5).

No entity (including any PAX affiliate) has any priority or privileged access to Client Orders; all participate on equal terms, subject to these Terms.

1. Definitions

"Account" means Client's account with the Platform, Client Information, and associated records and balances (as reflected on the PAX ledger and held in Client's account with the Regulated Services Provider). An Account is distinct from Client's account with the Regulated Services Provider.

"Authorized User" means (i) a natural person or (ii) any software, algorithmic, or artificial-intelligence agent, authorized by Client to access and use the Platform on Client's behalf through Client's Account and credentials, including, for an entity Client, its officers, employees, and agents. An Authorized User's acts and omissions are deemed those of Client. An Authorized User has no rights under these Terms.

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

"Client Materials" means all information, data, content, and other materials, in any form, provided by or on behalf of Client through the Platform or to PAX in connection with Client's use of the Platform, including Trading Instructions, but excluding anything owned or controlled by PAX and made available through the Platform.

"Cookie Policy" means PAX's Cookie Policy, available at https://pax.markets/legal/cookies/.

"Digital Asset(s)" means a digital representation of value recorded on a blockchain or other distributed ledger (e.g., a cryptocurrency or token) that is supported by the Platform, as made available by PAX from time to time, and is eligible for custody with the Regulated Services Provider. PAX does not support every such asset, network, or protocol, and may add or remove support for any Digital Asset at any time.

"Documentation" means the operator and Client manuals, training materials, specifications, and other similar materials provided by PAX to Client (including any revised versions thereof) to assist with or describe the Platform, which may be updated from time to time upon notice to Client.

"E-Sign Consent" means PAX's E-Sign Consent, available at https://pax.markets/legal/esign/.

"External Wallet" means a blockchain address or wallet not provided through the Platform or maintained by the Regulated Services Provider — whether self-custodied by Client or held for Client by a third-party custodian — from which Client transfers Digital Assets to, or to which Client withdraws Digital Assets from, Client's Account.

"Financial Account" means an account held by Client at a third-party financial institution (e.g., a bank or other depository institution) from which Client initiates transfers to, or to which Client receives transfers from, Client's Account. A Financial Account is not part of the Platform and is not maintained by PAX or the Regulated Services Provider.

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

"Order" means an instruction to buy or sell a specified Digital Asset through the Platform communicated to the Regulated Services Provider, with its associated terms (side, quantity, and, where applicable, limit price). An Order submitted by or on behalf of a Client is a "Client Order."

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

"PAX Entities" means PAX and its affiliates, and "PAX Entity" means any one of them. The Regulated Services Provider and its affiliates are not PAX Entities.

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

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

"Platform" means the application programming interfaces (APIs), the web page (the "web app"), the mobile applications (the "mobile app(s)"), associated software tools, documentation, and any corresponding Services.

"Privacy Policy" means PAX's Privacy Policy, available at https://pax.markets/legal/privacy/.

"Provider Documents" means the customer terms, privacy policy, electronic communications consent, and other terms, disclosures, and consents of the Regulated Services Provider that Client must accept as a condition to accessing the Regulated Services, as amended by the Regulated Services Provider from time to time. See Appendix 1 for more details.

"Regulated Services" has the meaning given in Section 2(a) and in Appendix 1, and includes the custody of Client Digital Assets and fiat funds and Settlement that the Regulated Services Provider provides in connection with the Platform.

"Regulated Services Provider" means the licensed or chartered institution, identified in Appendix 1. PAX may add, remove, or replace a Regulated Services Provider by amending Appendix 1.

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

"Services" means the PAX APIs (e.g. the orders API, the deposit API, the withdrawal API) and other web or mobile applications PAX may offer from time to time, and their implementation technology.

"Settlement" means the process by which the Regulated Services Provider gives effect to Trades and transfers on its authoritative books and records, by book entry, and may include asset transfers, whether on-chain or through financial institutions, at such times and in such amounts as the Regulated Services Provider determines, in accordance with the Provider Documents.

"Term" means the period beginning when Client first accepts these Terms or first uses the Platform, whichever is earlier, and ending upon termination of these Terms in accordance with Section 13.

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

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

"Trade" means a completed purchase or sale of a Digital Asset arising from a Client Order.

"Trading Account" means an account opened for the Client on the Platform consisting of a ledger of balances, orders, positions, and other information ledgered by PAX to reflect Client transactions and balances, and linked to the Client's assets held in the Client's account with the Regulated Services Provider, each accessible via the Platform. A Client may open multiple Trading Accounts; each such account may, at Client's discretion, be a "Free Tier" or a "Paid Tier" account.

"Trading Instructions" means Client's instructions to PAX to carry out certain trading instructions, including any API use, whether directly by calling the API or indirectly through the use of a web app, mobile app, or third party that translates instructions into PAX API usage.

"Use" means to use, access and/or operate the Platform in accordance with these Terms and the Documentation.

2. Platform; Access and Use

(a) Description of the Platform

The Platform consists of the PAX APIs and affiliated supporting technology, including software development kits (SDKs), and associated software.

PAX does not take custody or control of Client Digital Assets or fiat funds and is not the license holder for the regulated custody, settlement, and digital-asset services accessed through the Platform. Custody of Client Digital Assets and fiat funds, Settlement, and the related regulated digital-asset services made available through the Platform (the "Regulated Services") are provided by the Regulated Services Provider (defined below), and not by PAX, pursuant to the Regulated Services Provider's separate customer terms and disclosures (the "Provider Documents"), which Client must accept.

PAX partners with Regulated Services Providers to enable Clients to buy and sell Digital Assets. Custody of Client assets, Settlement, and the other Regulated Services are provided by the Regulated Services Provider under the Provider Documents (see Appendix 1); PAX presents the interface through which Client accesses the Regulated Services, and transmits Client's settlement instructions and Client's other instructions, to the Regulated Services Provider for execution and settlement by book entry.

(c) Service Limitations

Client acknowledges that PAX, at its sole discretion and subject to any applicable law, may decline to transmit a given Order. Client acknowledges that any Order may be canceled for the same, similar, or any reason at all, at the sole discretion of PAX.

Client represents and warrants that its Trading Instructions are final and informed by its own information and not influenced or guided in any way by any opinion or suggestion by any PAX Entity.

(d) Provision of Access

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

(e) Use Restrictions

Client will not use the Platform beyond the rights expressly granted in these Terms. Client will not, directly or indirectly, and will not permit any Person to:

• (i) modify or create derivative works of the Platform, in whole or in part;
• (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Platform;
• (iii) sell, resell, rent, or lease the Platform, or allow any Person to use it other than for Client's benefit under these Terms;
• (iv) use the Platform to store, transmit, or post any infringing, libelous, or otherwise unlawful or tortious material or data, including Client Materials;
• (v) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby;
• (vi) access, search, or download from the Platform using any engine, software, tool, agent, device, or mechanism (including spiders, robots, and crawlers) other than the Platform features PAX provides for that purpose;
• (vii) use the Platform, Documentation, or any other PAX Confidential Information to develop, license, or sell anything that could directly or indirectly compete with the Platform;
• (viii) use the Platform in any way that is not authorized by these Terms;
• (ix) engage in or attempt any manipulative, disruptive, fraudulent, noncompetitive, or unfair trading practice, including fictitious transactions, wash trades, pre-arranged trades, money passes, accommodation trading, front-running, spoofing, placing Orders intending to cancel before execution or to mislead other participants, price manipulation, intimidation, coordination, or any other deceptive or manipulative practice;
• (x) coordinate prices, Orders, or Trades with any other market participant or person, or disclose Orders to any third party except as required by law;
• (xi) place simultaneous buy and sell Orders that could execute against each other, or use any self-match prevention tool to mislead the market;
• (xii) place Orders or act to generate unnecessary volatility, create artificial prices, or otherwise disrupt the fair and orderly operation of the Platform;
• (xiii) engage in any conduct that is in violation of any applicable laws, rules, or regulations; or
• (xiv) use the Platform or Client's access to the Regulated Services to provide, resell, white-label, or otherwise enable access to the Regulated Services for any other Person, including Client's customers.

Client is responsible for maintaining reasonable procedures to ensure compliance with applicable laws and these Terms, and for supervising its related parties and agents.

(f) Access and Credentials

Client will not permit any Person other than an Authorized User to access or use the Platform. Client will secure its names, passwords, keys, passkeys, software, and other private credentials used to access the Platform in accordance with customary security protocols and Documentation (including multi-factor authentication when available), and will promptly notify PAX if Client knows or reasonably suspects any credential has been compromised. Client will not misrepresent its identity or provide deceptive or misleading profile information or images when creating a Platform account.

(g) Third Party Software

The Platform may include or provide access to software, source code, or other technology licensed to PAX by third parties and owned by them ("Third Party Software"). Third Party Software is provided solely "AS IS," and neither PAX nor its licensors make any warranties regarding it, nor are they responsible for its operation, failure, errors, or bugs.

(h) Third Party Services

Certain Platform features, as PAX determines in its sole discretion, may allow Client to access or use compatible third party services, products, technology, and content ("Third Party Services") through the Platform. Client acknowledges and agrees that: (i) PAX does not provide the Third Party Services and is not responsible for compatibility issues, errors, or bugs in the Platform or Third Party Services caused by the Third Party Services or any update; and (ii) Client is solely responsible for maintaining the Third Party Services and obtaining the licenses and consents needed to use them with the Platform.

(i) Third Party Data or Materials

The Platform includes access to Third Party (or Remote) Market Data. Third Party (or Remote) Market Data is provided solely "AS IS," and PAX makes no warranties regarding it, including any datasets, pricing, transaction, or other third-party information. PAX does not pre-screen, review, or control, and is not responsible for, the contents, source, operation, or availability of such data.

Notwithstanding anything to the contrary, PAX has no responsibility or liability for any third party's acts or omissions or for any Third Party (or Remote) Market Data, including its accuracy, reliability, usefulness, recency, completeness, safety, or lawfulness, or any infringement of third-party rights by that data or its use. PAX has no support or warranty obligation for any datasets and does not guarantee their availability. Clients will look solely to the third party, not PAX, for any claim relating to such data.

(j) Reservation of Rights

Nothing in these Terms grants Client any right, title, or interest, whether by implication, estoppel, or otherwise, in the PAX IP or associated intellectual property rights. As between the Parties, PAX and its licensors exclusively own all right, title, and interest in the PAX IP. Client acknowledges that the Platform is protected by U.S. and foreign copyright, trademark, and other laws, and will not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices in or accompanying the Platform.

(k) Violation of Applicable Laws

PAX may refuse to execute any Trading Instructions if PAX becomes aware or reasonably suspects that they do not comply with any applicable specification, law, or other compliance requirement.

(l) Changes to these Terms

PAX may amend these Terms from time to time. Client will receive at least 30 days' prior notice of any material amendment (including to the policies applicable to Client's Account), given through the Platform, which may include email notice. Each amendment will specify its effective date. A non-material amendment, or one required to comply with applicable law, may take effect on shorter notice or, where necessary, immediately. Client's continued use of the Platform after an amendment takes effect constitutes acceptance of the amended Terms. If Client does not agree to a material amendment, Client's sole remedy is to stop using the Platform and, before the amendment takes effect, close its Account and withdraw its assets in accordance with these Terms.

3. Order Handling and Trade Execution

(a) Orders

The Platform is the service through which Client may submit Orders to buy or sell Digital Assets. Once an Order is placed, the Client assets funding it are placed on hold and generally are not available for other use or withdrawal.

When Trades occur, PAX transmits Clients' settlement instructions to the Regulated Services Provider, which settles the transfers by book entry, and the resulting balances appear in the Client's Account. Settlement may be netted across Trades and deferred in time, and need not occur Trade-by-Trade.

PAX does not guarantee that any Order will be filled. Orders may be delayed, rejected, or canceled due to system availability, compliance checks, market conditions, failures, downtime, or other interruptions, and may not be cancellable once submitted. Orders may be subject to automated or manual compliance review, and PAX may require additional confirmation or authentication for certain Orders or account activity. Client is solely responsible for the accuracy and intentionality of its Orders and for reviewing the status of Orders and Trades.

(b) Third Party Services

PAX has sole discretion over which third party service providers it uses for the Platform, which may include financial institutions, data aggregators, market data providers, or other third parties. PAX may receive cash payments or other financial incentives (such as reciprocal business arrangements) from those third parties.

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

The Platform requires Client to maintain Digital Assets or a positive cash balance in Client's Account. PAX will support Client transfers of Digital Assets into Client's Account and of fiat currency to Client's account with the Regulated Services Provider.

The Regulated Services Provider holds and controls Digital Assets in Client's Account for Client's benefit. They may be held on a commingled or segregated basis, as provided in the Provider Documents and the Regulated Services Provider's standard practices. The Regulated Services Provider maintains the authoritative books and records for Client funds and Digital Assets; the PAX ledger reflects them. Balances displayed in the Platform reflect that account, are not a liability, obligation, or deposit of PAX, and confer no claim against PAX.

Beneficial title to and ownership of Client's custodied Digital Assets remain with Client at all times, and the Regulated Services Provider holds them as custodian for Client's benefit. PAX holds no title to and no beneficial or economic interest in them, and they do not form part of PAX's assets or estate. The private keys and any other means of controlling them are held by the Regulated Services Provider, not PAX; PAX cannot unilaterally transfer Client's Digital Assets. This is distinct from the login credentials, passwords, and signing keys Client uses to access the Platform, for which Client alone is responsible.

PAX is not responsible for the custody, use, management, or security of funds or Digital Assets held by the Regulated Services Provider or at such third party financial institutions. By initiating a transfer in connection with its use of the Platform, including any Client Order, Client represents and warrants that (1) it is the beneficial owner of, or controls, the Financial Account or External Wallet used, (2) it complies with all terms and conditions applicable to that account or wallet, (3) it has authority to make deposits to and withdrawals from it, and (4) it has provided complete and accurate information to PAX about that account or wallet upon request.

PAX may require Client to verify control of a Financial Account or External Wallet before accepting any transfer from it, and Client will provide the information needed for that verification. PAX does not control or guarantee the time required to complete a deposit or withdrawal. Transfers run between Client's account with the Regulated Services Provider and Client's Financial Account or External Wallet; completion times depend on those endpoints, the intermediaries and routing each selects, and, for Digital Assets, the relevant blockchain network.

(f) Free Tier and Paid Tier Accounts

Account Types and Multiple Account Capability. PAX provides two account types: (1) "Free Tier" and (2) the "Paid Tier".

Sign-Up and Account Access. Client must sign up by providing requested information (e.g., name, password, email address, phone number, and other credentials and contact information) ("Client Information"). Client will provide true, complete, and accurate Client Information to sign up.

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

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

(g) No Warranty

PAX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE SPEED OF ORDERS OR TRANSACTIONS MADE ON OR THROUGH ANY ACCOUNTS. CLIENT IS SOLELY RESPONSIBLE FOR ALL ACTIVITY UNDER ITS ACCOUNTS, INCLUDING ANY ACTIONS OR OMISSIONS BY CLIENT OR OTHERS, AND FOR THE ACCURACY AND INTENTIONALITY OF ALL ORDERS PLACED. ACCOUNTS MAY BE USED SOLELY BY CLIENT AND ITS AUTHORIZED USERS.

(h) Fees and Rebates

Client will pay all fees accrued on the Paid Tier Account in accordance with the Fee Schedule. Such fees will be withheld from Client's ledgered balance as Trades occur.

If Client is in shortfall or arrears and owes more than its balance, the fees associated with its Trades remain owed and will be incorporated into the ledgered balance.

(i) Blockchain Transaction Fees

Client will pay all blockchain transaction fees. A PAX Entity may, at its sole discretion, cover blockchain transaction fees in certain circumstances.

(j) Notice

No transactions executed in connection with Client's Trading Account or the Services are securities transactions, and PAX is not registered with the U.S. Securities and Exchange Commission as a broker-dealer or an investment adviser or licensed under any state securities laws. PAX is not the license holder for the Regulated Services; the Regulated Services Provider holds the applicable licenses and provides those services, including custody of Client assets, under the Provider Documents. PAX is not acting as a fiduciary for Client, including in connection with its rights under these Terms, and has no responsibility under the standards governing broker-dealers, fiduciaries, investment advisers, or investment managers. Any information or advice provided by PAX or another PAX Entity does not and will not serve as the basis of any investment decision by Client.

(k) Trading Rules

PAX separately establishes and publishes operational rules governing order entry, order types and characterization, market hours and sessions, price increments and quantity limits, market data, order handling and matching, cancellation and error-trade policies, position and rate limits, market-integrity and conduct requirements, and related trading and settlement mechanics (the "Trading Rules"), available at https://pax.markets/legal/rules/. The Trading Rules are incorporated into these Terms by reference and form part of these Terms. Client's access to and use of the Platform, and each Order and Trading Instruction Client submits, are governed by the Trading Rules in effect when the Order or Trading Instruction is received. Client is responsible for reviewing the Trading Rules before each use of the Platform.

PAX may amend the Trading Rules from time to time. An amendment takes effect when posted or on the effective date stated in the posting, and PAX will provide notice of any material amendment through the Platform. Client's continued use of the Platform after an amendment takes effect constitutes acceptance of the amended Trading Rules.

If any provision of the Trading Rules conflicts with or is inconsistent with these Terms, these Terms control and the conflicting or inconsistent provision of the Trading Rules has no effect, in each case only to the extent of the conflict. In all other respects the Trading Rules govern the matters they address, and nothing in these Terms limits, replaces, or is deemed to supersede the Trading Rules as to those matters. The Trading Rules are separate from and do not modify the Provider Documents, which govern the Regulated Services.

4. Compliance

(a) Verification

Client authorizes PAX and the Regulated Services Provider, or a third-party service provider they select, to take any steps they consider necessary to confirm and maintain confirmation of the background information Client provides, including verifying and authenticating Client's background information on an ongoing basis. PAX may conduct its own know-your-customer, know-your-business, and sanctions-screening checks. The Regulated Services Provider conducts its own checks as license holder, and may rely on, verify, supplement, or re-perform any element of PAX's checks; PAX transmits the information Client provides, and the results of any checks it conducts, to the Regulated Services Provider for that purpose. Client acknowledges having read the Regulated Services Provider's privacy policy, and consents to the collection and provision of Client's personal information to the Regulated Services Provider as required for KYC/KYB, sanctions, and anti-money-laundering compliance. Access to the Regulated Services is also subject to completing the Regulated Services Provider's onboarding and to its acceptance of Client as its customer, in its discretion. PAX or the Regulated Services Provider may take any action it deems necessary based on the results. Client understands that this process may delay the registration of Client's Account, and Client will not be able to access or use the services until Client's Account registration is complete.

(b) Account Authorizations

Client understands that Client's Account is self-directed, and Client appoints PAX as Client's agent to transmit and route Client's instructions placed on the Platform, and the Regulated Services Provider to hold Client's assets and provide Settlement and the other Regulated Services, in accordance with these Terms and the Provider Documents. PAX may rely on Client's instructions placed on the Platform, and neither PAX nor its affiliates will be liable for acting on those instructions. Each Order is Client's instruction to transact at its limit price or better and includes Client's instruction to the Regulated Services Provider, transmitted by PAX when a Trade occurs, to settle that Trade by book entry. Client authorizes PAX to open and close Client's Account, restrict access to the Platform, transmit and route Orders to buy and sell Digital Assets, collect and offset any fees or other amounts due to PAX, and take any other reasonable steps to carry out Client's instructions; Settlement and custody of Orders and assets are effected by the Regulated Services Provider.

When Client submits an Order to buy any Digital Asset through the Platform, Client authorizes the Regulated Services Provider, or any successor custodian that holds Client's funds, to initiate a transfer to effectuate the Order. Client's Account is provided by PAX and is separate from Client's account with the Regulated Services Provider. Neither PAX nor its affiliates are under the control of the Regulated Services Provider. Client's assets are held by the Regulated Services Provider and are outside of PAX's possession and control; PAX does not hold or control Client funds or Digital Assets. Once funds are transferred from Client's Financial Account or any other account where Client holds fiat funds, those funds are not protected by the Securities Investor Protection Corporation ("SIPC"), and are protected by the Federal Deposit Insurance Corporation ("FDIC") only to the extent, if any, expressly stated in the Provider Documents.

(c) Authorization to Share Information with Third Parties

Client authorizes PAX to provide any applicable third party (as described below) with Client's background information, and to continue sharing such information, including any updates, with the applicable third party until Client's Account(s) are closed according to their terms and conditions. PAX may retain all account information, including account activity and background information, as required by these Terms and by law, and may share such information with: (i) a government authority or other third party in response to a subpoena, regulatory request, court order, applicable law, or other legal requirement; (ii) a third party to verify background information as described in Section 4(a) above; and (iii) the Regulated Services Provider, for its own onboarding, compliance, and servicing purposes. The Regulated Services Provider may in turn share with PAX the status of Client's account with the Regulated Services Provider and of Client's transactions, so that PAX can display them to Client and support Client. For more information on how PAX uses or shares Client's background information and other information Client provides during Client's use of the services, see the PAX Privacy Policy and the Regulated Services Provider's privacy policy.

(d) Account Management

Client will access Client's Account through the Platform using Client's Account credentials. From time to time, PAX or Client's business (if applicable) may require Client to change Client's credentials and re-verify Client's background information as a condition of continued access to Client's Account and the services. Client represents and warrants that Client will not share Client's login credentials or access to Client's Account, except with an Authorized User; Client assumes responsibility, to the extent permitted by applicable law, for any instructions, orders, or actions taken by anyone who accesses Client's Account, whether authorized or unauthorized; provided that Client does not assume responsibility for unauthorized or fraudulent activity that did not result from Client's own fraud or Client's failure to safeguard Client's credentials and that Client reports to PAX in accordance with the notification requirements of these Terms.

(e) Account Information

Client must keep the information associated with Client's Account ("account profile") up to date at all times, and Client agrees to update Client's Account profile immediately if any background information Client previously provided changes. CLIENT UNDERSTANDS THAT A CHANGE IN CLIENT'S STATE OF RESIDENCE OR FORMATION MAY AFFECT CLIENT'S ELIGIBILITY TO ACCESS AND USE THE PLATFORM, AND CLIENT AGREES TO NOTIFY PAX IN ADVANCE OF ANY CHANGE IN CLIENT'S STATE OF RESIDENCE OR FORMATION.

As part of PAX's legal compliance program, PAX will monitor Client's Account and Client's use of the Platform, and review Client's background information and any transaction-related activity on an ongoing basis, as may be required by law and/or pursuant to PAX's internal policies and procedures. At any time, PAX may require Client to provide PAX with additional background information, or any other information reasonably requested, as a condition to Client's continued access to and use of Client's Account and the Platform. During such time, Client's access to and use of Client's Account and the Platform may be temporarily restricted.

5. Confidential Information

(a) Confidential Information

Information one Party provides to the other during the Term that is identified at disclosure as confidential, or that, given the circumstances of disclosure or the nature of the information, reasonably should be considered confidential, is "Confidential Information" of the disclosing Party (the "Disclosing Party"). The Platform, Documentation, and Service Information are PAX's Confidential Information; Trading Instructions are Client's.

(b) Obligations

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

(c) Exceptions

Nothing in these Terms limits either Party's use of information: (i) rightfully known to it before receipt from the Disclosing Party; (ii) independently developed by or for it without use of or access to the other Party's Confidential Information; (iii) permissibly acquired from a third party not under an obligation of confidence; or (iv) that is or becomes publicly available through no breach of these Terms. Nothing in these Terms limits PAX's ability to use or disclose general know-how, experience, concepts, or ideas that PAX or its personnel acquire in performing PAX's obligations hereunder.

(d) Equitable Relief

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

6. Feedback

Client may provide PAX with suggestions, comments, and feedback regarding the Platform ("Feedback"). In consideration of PAX's provision of the Platform, Client grants PAX a perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit all Feedback for PAX's business purposes, including the testing, development, maintenance, and improvement of the Platform.

7. Data

(a) Ownership of Client Materials

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

(b) Use of Client Materials

By making Client Materials available through the Platform or otherwise providing them to PAX, Client grants PAX a non-exclusive, transferable, worldwide, royalty-free, sublicensable license to (i) use, copy, modify, distribute, publicly display, and publicly perform Client Materials in connection with PAX's provision, operation, maintenance, and improvement of the Platform, including the right to extract, reformat, manipulate, analyze, summarize, and otherwise derive information from them for those purposes; and (ii) generate Service Information.

8. Representations and Warranties

(a) Mutual Representations and Warranties (Entities Only)

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

Client further acknowledges and agrees that: (v) Client has read and understands the risks of trading Digital Assets described in these Terms, including the Risk Disclosure section; (vi) Client has independently determined that trading Digital Assets is suitable for Client given its circumstances and financial resources; (vii) Client has not received and does not expect to receive any investment advice, recommendation, or solicitation from PAX or its affiliates regarding any Orders or Trades, and all Orders are unsolicited and made at Client's own initiative; and (viii) Client is solely responsible for all investment decisions and for determining the nature, value, suitability, and appropriateness of any trading activity.

(b) Individual Representations and Warranties

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

(c) Client Representations and Warranties

Client represents, warrants, and covenants that it has obtained and will obtain all consents, permissions, and licenses necessary for the Client Materials: (i) for Client and PAX to comply with all applicable laws, rules, and regulations, including all applicable data protection and privacy laws; and (ii) for Client to grant the licenses contemplated by Section 7(b) without violating any third party intellectual property or privacy rights. Client further covenants that the Client Materials will comply with all applicable laws.

9. Client Indemnification

Client will defend PAX and pay all damages finally awarded against PAX under a final, binding judgment or order or a final settlement agreement in any third-party claim, suit, or proceeding arising from: (i) any Client Materials, including (A) any claim that they infringe, misappropriate, or otherwise violate third party Intellectual Property Rights or privacy rights; (B) any claim that their use, provision, transmission, display, or storage violates applicable law; (ii) Client's use of the Platform other than in accordance with these Terms or the Documentation; and (iii) Client's violation of these Terms.

10. Disclaimer

(a) General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS," AND NEITHER PAX NOR ITS LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS TO CLIENT OR ANY OTHER PARTY REGARDING THE PLATFORM OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAX (AND ITS LICENSORS) HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PAX (AND ITS LICENSORS) ALSO DISCLAIM ANY WARRANTY THAT USE OF THE PLATFORM WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED.

(b) No Liability for Client Materials

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

(c) No Investment Advice or Brokerage

Client assumes responsibility for each transaction in or for its account. No PAX Entity is an SEC/FINRA registered broker-dealer or investment adviser to Client, and the PAX Entities have no liability, obligation, or responsibility whatsoever for Client decisions relating to the Platform. Client should consult its own legal, tax, investment, and accounting professionals.

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

11. Limitations of Liability

(a) Indirect Damages Disclaimer

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

(b) Liability Cap

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

12. Risk Disclosure

Client acknowledges the following risks of trading Digital Assets and using the Platform, that these risks are not exhaustive, and that Client is solely responsible for evaluating the suitability and appropriateness of such activities:

• (a) The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
• (b) Legislative or regulatory changes in any applicable jurisdiction may adversely affect the use, transfer, exchange, and value of Digital Assets; changes to Digital Asset network protocols (including forks) may cause loss, unavailability, or changes in Digital Asset functionality or value, and PAX does not control such protocols or support all assets or networks at all times;
• (c) Digital Assets are not legal tender and are not backed by any government; PAX is not an FDIC-insured bank or a SIPC-member brokerage firm, and the Regulated Services Provider may not be either; accordingly, Digital Assets and fiat funds held for Client (except as stated in the Provider Documents) may not be protected by FDIC or SIPC insurance and may lose value. Stablecoins may trade above or below their reference value, their issuers or reserve assets may fail, their redemption may be delayed, limited, or denied, and they may be frozen or blocked by their issuer, the Regulated Services Provider, or operation of law. PAX does not guarantee the safety or value of any Digital Asset or fiat funds held for Client;
• (d) Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
• (e) The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, so a Digital Asset may permanently and totally lose value if its market disappears;
• (f) The nature of Digital Assets may lead to an increased risk of fraud, cyber attack, and operational or technological difficulties, which may prevent access to or use of Digital Assets or the Platform;
• (g) The Regulated Services Provider may maintain insurance covering Client assets against loss from theft, hacking, or fraud, on the terms and for the beneficiaries that applicable law and the Provider Documents provide; PAX does not insure Client assets. Any such insurance, bond, trust account, or other protective arrangement may not cover all Client losses from theft, fraud, or insolvency. Client bears the risk of loss for any amounts not covered by such arrangements;

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

PAX may cancel, reject, or refuse to settle any Order or Trade, in whole or in part, for reasons including system failure, downtime, compliance review, disruptive market conditions, or if required by law or regulation. PAX has no liability for delays, difficulties, or conditions affecting the transmission or execution of Orders that are beyond its control, including mechanical or electronic failure or third party service interruptions. Withdrawals and transfers of Client assets are processed by the Regulated Services Provider and may be subject to its verification procedures, limits, and holds, and it may review, delay, block, or refuse any transaction, and may suspend or close Client's account with it, in accordance with applicable law and the Provider Documents.

(j) Settlement, Client Review, and Dispute Protocol

Settlement is provided by the Regulated Services Provider and recorded on its authoritative ledger, as reflected on the PAX ledger. PAX makes no assurances that any settled Trade can be reversed, refunded, or otherwise cancelled unless provided in these Terms. After an Order has been placed, PAX will provide Client with a confirmation of the Order and, if applicable, confirmation of any resulting Trade. Client will promptly review all Order and Trade confirmations and account statements and notify PAX in writing of any inaccuracies or disputes within three (3) calendar days, and of any unauthorized or fraudulent activity within one (1) month, of the date of the relevant confirmation or statement. If Client does not notify PAX within the applicable period, the Order or Trade is deemed ratified and correct, except that no Order or Trade arising from unauthorized or fraudulent activity reported within the one (1) month period, and that did not result from Client's own fraud or failure to safeguard credentials, shall be deemed ratified. PAX retains records of Client's transaction history for no less than seven years. Client is solely responsible for regularly reviewing its transaction history and confirmations.

(l) Affiliate Liquidity, Market Making, and Conflicts of Interest

One or more PAX affiliates may supply liquidity to the Regulated Services Provider for their own account or act as market maker, and may realize trading profits or other economic benefits in connection with such activity. Client acknowledges that these activities may create actual or potential conflicts of interest and consents to them. Client waives any claims relating to such conflicts of interest or any duties arising therefrom. PAX owes Client no fiduciary or best execution duty. A PAX affiliate supplying liquidity or acting as market maker likewise owes no such duty and need not disclose the timing, nature, or extent of its trading.

(m) Total Loss Risk

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

13. Termination

(a) Suspension/Termination

PAX may suspend or terminate Client's access to and use of the Platform, including Client's Account, at its sole discretion, at any time, with or without notice. Client may cancel its Account at any time by electronic notification via the API, the web app, or the mobile app.

(b) Effect of Termination

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

(c) Survival

The following Sections will survive termination or expiration of these Terms for any reason: Sections 2(j) (Reservation of Rights), 4(c) (Authorization to Share Information with Third Parties), 5 (Confidential Information), 6 (Feedback), 7 (Data), 8 (Representations and Warranties), 9 (Client Indemnification), 10 (Disclaimer), 11 (Limitations of Liability), 12 (Risk Disclosure), 13(b) (Effect of Termination), 13(c) (Survival), 13(d) (Effect on Regulated Services and Custody), 14 (Governing Law; Jurisdiction), 15 (Dispute Resolution), 16 (Miscellaneous), and Appendix 1 (Roster of Regulated Services Providers), including the third-party beneficiary designations therein.

(d) Effect on Regulated Services and Custody

Suspension or termination of Client's access to the Platform, or of these Terms, does not by itself terminate Client's account with the Regulated Services Provider or affect Client's right to access its funds and Digital Assets held with the Regulated Services Provider directly through the Regulated Services Provider's own channels under the Provider Documents.

14. Governing Law; Jurisdiction

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

15. Dispute Resolution

(a) Mandatory Arbitration of Disputes

Client and PAX agree that any dispute, claim, or controversy arising out of or relating to these Terms, their breach, termination, enforcement, interpretation, or validity, or the use of the Platform ("Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. The U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and Client and PAX each waive the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. Before initiating arbitration, the party raising a Dispute must send the other party an individualized written notice of dispute that describes the claim and the specific relief sought and identifies the claimant by name, Account identifier, and contact information. Client sends the notice to PAX at the address in Section 17, and PAX sends it to Client at the email address on file. The parties will then attempt in good faith to resolve the Dispute informally for sixty (60) days after receipt of a complete notice of dispute. Completion of this process is a condition precedent to commencing arbitration, and either party may seek a court order enjoining an arbitration commenced without it. All applicable statutes of limitations and filing deadlines are tolled while the parties comply with this paragraph. PAX will not apply any amendment of this Section 15 to a Dispute of which it had notice before the amendment's effective date.

(b) Exceptions

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

(c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association ("AAA") under the AAA rules then in effect that apply to Client — the Consumer Arbitration Rules if Client is an individual, or the Commercial Arbitration Rules if Client is an entity — together in each case with the Mass Arbitration Supplementary Rules to the extent their criteria are met (collectively, the "AAA Rules"), except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Arbitration hearings will be conducted by videoconference or telephone unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing will take place in the county (or parish) where Client lives or, for an entity Client, where it has its principal place of business, unless Client and PAX agree to a different location. The arbitrator has exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement, except that a court of competent jurisdiction will decide the enforceability of Section 15(f) (Class Action Waiver) and whether a Dispute forms part of a coordinated or mass filing.

(d) Arbitration Costs

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, provided that, if Client is an individual, Client's share of filing fees will not exceed the fee Client would pay to file the Dispute in the federal or state court where Client resides, and PAX will not seek to recover the administration and arbitrator fees PAX is responsible for paying, unless the arbitrator finds Client's Dispute frivolous. If PAX prevails in arbitration, PAX will pay all of its attorneys' fees and costs and will not seek to recover them from Client. If Client prevails in arbitration, Client will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief

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

(f) Class Action Waiver

CLIENT AND PAX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CLIENT'S OR PAX'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with Client's and may not preside over any representative or class proceeding. If this specific provision is found to be unenforceable as to any claim, that claim will proceed in a court of competent jurisdiction, and this Dispute Resolution section will remain in full force and effect as to all other claims and Disputes. Coordinated or mass filings. If twenty-five (25) or more similar Demands for Arbitration are filed against PAX by, or with the coordinated assistance of, the same counsel or a coordinated group of counsel, the following procedures apply in addition to the AAA Rules: the Demands will be administered in sequential batches of no more than fifty (50) Demands, each batch assigned to a single arbitrator; the parties will each select one Demand from the first batch to proceed as a bellwether arbitration; following the bellwether awards, the parties will participate in a global mediation before any further batch proceeds; and all applicable statutes of limitations and filing deadlines are tolled for Demands awaiting assignment to a batch. If this paragraph is unenforceable as to any Demand, it remains enforceable as to all others.

(g) Severability

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

(h) Disputes Relating to the Regulated Services

Disputes between Client and the Regulated Services Provider arising out of or relating to the Regulated Services are governed by the dispute resolution, arbitration, and class action waiver provisions of the Provider Documents, and not by this Section 15, as further described in Appendix 1. Nothing in this Section 15 limits the Regulated Services Provider's rights as a third-party beneficiary under Appendix 1.

16. Miscellaneous

(a) Entire Terms

These Terms constitute the entire and exclusive understanding and agreement between PAX and Client regarding the Platform, and supersede all prior oral or written understandings or agreements regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Except where provided by applicable law in Client's jurisdiction, Client may not assign or transfer these Terms, by operation of law or otherwise, without PAX's prior written consent. Any attempt by Client to assign or transfer these Terms without PAX's consent or a statutory right will be null. PAX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Except as expressly provided in Appendix 1 with respect to the Regulated Services Provider, there are no third-party beneficiaries of these Terms.

(b) Notices

Any notices or other communications provided by PAX under these Terms will be given: (i) via email; or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Notices from Client to PAX must be given in writing to the email or address listed in Section 17.

(c) Waiver of Rights

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

(d) Electronic Delivery of Communications

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

PAX will provide these Communications by posting them on the PAX website, emailing Client at the primary email address on file, instant chat, or other electronic means. Client may accept and agree to electronically delivered Communications through the Platform interface. Furthermore, the Parties consent to the use of electronic signatures in connection with Client's use of the Platform. Client's consent to electronic delivery of communications from the Regulated Services Provider is given separately under its electronic communications consent, which forms part of the Provider Documents.

17. Contact Us

If Client has any questions about these Terms or the Platform, please contact PAX:

PAX Markets Technology, LLC
626 Jefferson Ave., Suite 6
Redwood City, CA 94063
Email: support@pax.markets

Appendix 1: Roster of Regulated Services Providers

This Appendix identifies each Regulated Services Provider and sets out the disclosures, terms, and consents that apply to Client's use of that provider's Regulated Services through the Platform. Where more than one Regulated Services Provider is identified, the provider applicable to a Client, asset, or service is the one so identified in its item below or as otherwise notified to Client through the Platform. The Regulated Services are available only in jurisdictions where the applicable Regulated Services Provider is licensed or otherwise authorized to provide them, and only to Clients it has accepted as its customers.

Each Regulated Services Provider's rights as a third-party beneficiary of these Terms are limited to those stated in its item.

Each Regulated Services Provider's own support and complaint contacts are stated in its item; PAX's are set out in Section 17.

1. Disclosures for 1Money USA, Inc.

IMPORTANT — CERTAIN MONEY TRANSMISSION SERVICES PROVIDED BY 1MONEY USA, INC.

PREAMBLE: BY CLICKING "I ACCEPT," OR BY OTHERWISE ACCESSING OR USING THE SERVICES TO INITIATE, AUTHORIZE, OR RECEIVE ANY TRANSFER, EXCHANGE, ISSUANCE, OR REDEMPTION OF FUNDS OR STABLECOINS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY (A) THESE PAX TERMS OF SERVICE, (B) THE APPLICABLE 1MONEY USA CUSTOMER ACCOUNT TERMS AND CONDITIONS AVAILABLE AT https://www.1money.com/legal-and-privacy/retail-account-tc (RETAIL) AND https://www.1money.com/legal-and-privacy/commercial-account-tc (COMMERCIAL), (C) THE 1MONEY PRIVACY POLICY AVAILABLE AT https://www.1money.com/legal-and-privacy/privacy-policy, (D) THE 1MONEY COOKIE POLICY AVAILABLE AT https://www.1money.com/legal-and-privacy/cookie-policy, (E) THE 1MONEY E-SIGN DISCLOSURE AND CONSENT AVAILABLE AT https://www.1money.com/legal-and-privacy/e-sign-consent, AND (F) THE APPLICABLE 1MONEY STABLECOIN TERMS AND CONDITIONS AVAILABLE AT https://www.1money.com/legal-and-privacy/stablecoin-terms-and-conditions, REDEMPTION POLICY AVAILABLE AT https://www.1money.com/legal-and-privacy/redemption-policy, ACCEPTABLE USE POLICY AVAILABLE AT https://www.1money.com/legal-and-privacy/acceptable-use-policy, STABLECOIN RISK DISCLOSURES AVAILABLE AT https://www.1money.com/legal-and-privacy/stablecoin-risk-disclosures, AND ACCESS DENIAL POLICY AVAILABLE AT https://www.1money.com/legal-and-privacy/access-denial-policy (COLLECTIVELY, THE "1MONEY USER DOCUMENTS"). REGULATED MONEY TRANSMISSION SERVICES AND STABLECOIN ISSUANCE AND REDEMPTION SERVICES OFFERED THROUGH THIS PLATFORM ARE PROVIDED BY 1MONEY USA, INC., NOT BY PAX.

(a) Identity and Regulatory Status

Regulated money transmission services, stablecoin issuance and redemption services, and related financial services made available through the PAX platform (the "Regulated Services") are provided by 1Money USA, Inc. ("1Money"), a Delaware corporation. 1Money is registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network as a Money Services Business and is licensed as a money transmitter in certain U.S. states and territories. 1Money's NMLS ID is #2628653. A current list of 1Money's state licenses, license numbers, supervising regulators, and state-specific complaint contact information is available at https://www.1money.com/legal-and-privacy/licenses.

(b) Scope of Services

When you initiate any transfer, exchange, issuance, or redemption of funds or stablecoins through the PAX platform, you are transacting directly with 1Money. PAX acts as a referral source and provides the technology interface through which you access the Regulated Services. PAX does not hold, transmit, take custody of, or otherwise control your funds or stablecoins, is not your money transmitter, and is not an agent, authorized delegate, or representative of 1Money.

(c) 1Money User Documents

Your use of the Regulated Services is governed by the 1Money User Documents identified in the Preamble above, which are incorporated into these Terms of Service by reference and made a part hereof. In the event of any conflict between these Terms of Service and the 1Money User Documents with respect to the Regulated Services, the 1Money User Documents shall control.

(d) Third-Party Beneficiary

You acknowledge and agree that 1Money is a third-party beneficiary of these Terms of Service, with independent enforcement rights, solely with respect to (i) your acceptance of the 1Money User Documents, (ii) the enforcement of 1Money's rights under the 1Money User Documents, and (iii) the dispute resolution, arbitration, and class action waiver provisions of the 1Money User Documents. This third-party beneficiary designation shall survive any termination of these Terms of Service.

(e) Arbitration and Class Action Waiver

DISPUTES BETWEEN YOU AND 1MONEY ARISING OUT OF OR RELATING TO THE REGULATED SERVICES ARE SUBJECT TO THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SET FORTH IN THE 1MONEY CUSTOMER ACCOUNT TERMS AND CONDITIONS. PLEASE REVIEW THOSE PROVISIONS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE PROCEEDING.

(f) Electronic Acceptance; Record

Your affirmative acceptance of the 1Money User Documents, given through the acceptance control presented to you, constitutes your electronic signature with respect to the 1Money User Documents under applicable law. PAX does not accept, execute, or deliver the 1Money User Documents on your behalf or on behalf of 1Money. A record of your acceptance will be transmitted to 1Money and retained by 1Money in accordance with its recordkeeping policies and applicable law.

PAX may provide tools through its website that enable you to export information to third-party services or allow you to interact with our third party service and product providers. By using one of these tools, you hereby authorize us to transfer that information to the applicable third-party service.

(g) PAX's Status; Limits of the Third-Party Beneficiary Designation

PAX is not a money services business, is not licensed to engage in money transmission or virtual currency services, does not provide regulated financial services, and is not acting as an agent or authorized delegate of 1Money. The designation in item (d) above does not extend to any other provision of these Terms of Service, confers no right on 1Money to enforce, interpret, or restrict PAX's own commercial terms with you, and does not make 1Money a party to the relationship between PAX and you.

(h) Fees and Complaints

1Money's fees for the Regulated Services are published at https://www.1money.com/pricing and are displayed to Client before Client executes a transaction. Complaints about the Regulated Services may be submitted to 1Money at complaints@1money.com or 1-866-963-4008, or to the applicable state regulator using the state-specific complaint contact information at https://www.1money.com/legal-and-privacy/licenses.

For questions or complaints about the Regulated Services provided by 1Money, contact:

1Money USA, Inc.
575 Fifth Avenue, 14th Floor, Suite 14-107
New York, NY 10017
Email: support@1money.com
Complaints: complaints@1money.com
Phone: 1-866-963-4008
Licenses: https://www.1money.com/legal-and-privacy/licenses