### TERMS & CONDITIONS OF SERVICE

**PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE (“Terms”) COMPLETELY AND CAREFULLY AS THEY GOVERN YOUR ATTEMPTS TO ACCESS AND USE ALL SOFTWARE AND TECHNOLOGY PRODUCTS AND SERVICES PROVIDED BY AND THROUGH CONDUIT TECHNOLOGY, INC.**

**YOU (EITHER AN INDIVIDUAL OR A REPRESENTATIVE OF A COMPANY) ARE NOT REQUIRED TO AGREE TO THESE TERMS, BUT IF YOU ACCESS OR ATTEMPT TO ACCESS OR USE OUR WEBSITES OR ANY OTHER SOFTWARE OR TECHNOLOGY PRODUCTS OR SERVICES THAT CONDUIT HAS, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AS WELL AS OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ATTEMPT TO ACCESS OR USE OUR PROPERTY.**

#### General Terms

**1. Eligibility and limitations**  
You must be legally capable of entering into a contractual agreement to use our Property. Use of certain products or services may require additional eligibility requirements.

**2. Amendments of these Terms and our right to modify our Property and features**  
Conduit reserves the right to amend these Terms at any time. Your continued use of our Property following the posting of an amendment will confirm your acceptance of such amendments.

**3. Scope of these Terms**  
These Terms apply solely to your attempts to access and use our Property.

**4. Privacy and Conduit’s Privacy Policy**  
Your use of our Property is subject to the Conduit privacy policy, which details how personal information is used.

**5. Representations and warranties**  
You represent and warrant that you are of legal age in your jurisdiction; you possess sufficient legal capacity and are authorized to accept these Terms on behalf of an institution; you shall use our Property in accordance with these Terms.

**6. Proprietary rights**  
“Conduit” and its logos are trademarks of Conduit and may not be used without permission. All content on our Property is protected by U.S. and/or international copyright laws.

**7. License; ownership**  
Conduit grants you a limited license to access and use our Property solely to work with Conduit’s products and services.

**8. Prohibited use of our Property**  
You are prohibited from obtaining unauthorized access to our Property or from engaging in any harmful activities towards it.

**9. Nondisclosure and nonuse of Conduit Confidential Information**  
Confidential Information must not be disclosed without prior written consent. You may only use it within the bounds of these Terms.

**10. Non-confidentiality of Submissions**  
Any submissions made to Conduit become its sole and exclusive property.

**11. Disclaimer**  
All services and products of Conduit are provided on an "as is" basis without warranties.

**12. Limitation of liability**  
Conduit shall not be liable for any direct or indirect damages arising from your use of its Property.

**13. Indemnification**  
You agree to indemnify Conduit for any claims or damages arising from your breach of these Terms.

**14. Applicable law, venue, and arbitration**  
These Terms shall be governed by the laws of Delaware. All disputes must be resolved through binding arbitration.

**15. Severability; survival**  
If any provision of these Terms is deemed unlawful, the remaining provisions shall survive.

**16. Assignment; relationship of the parties**  
You cannot assign your rights under these Terms without permission from Conduit.

**17. Waiver**  
Any failure of Conduit to enforce any provision of these Terms shall not be construed as a waiver.

**18. Registration process; identity verification**  
You must provide accurate information when becoming a client of Conduit, and keep it up to date.

**19. Electronic communications**  
You agree to receive all communications electronically.

**20. English language prevails**  
The original English text of these Terms prevails.

**21. Security of user information**  
You are responsible for maintaining the security of your User Info. Conduit will not be liable for any loss or damage arising from your failure to protect your User Info.

**22. Transactional activity**  
Conduit provides various transaction services, but can refuse or suspend transactions that appear suspicious.

**23. Risk disclosures**  
Understand the risks involved with digital assets as their value can be highly volatile.

**24. Taxes**  
It is your responsibility to determine and report any applicable taxes.

**25. Third parties**  
If you allow a third party to connect with our Property, you do not relieve yourself of responsibilities under these Terms.

**26. Force Majeure**  
Conduit is not liable for delays beyond its control.

**27. Unclaimed property**  
Conduit may report unclaimed property to the appropriate jurisdiction.

**28. Legal compliance**  
You agree to comply with all applicable laws and regulations.

**29. Interpretation; absence of presumption**  
Interpretations of these Terms are to be made strictly as outlined herein.