FLOWNET CONVERT SERVICES TERMS

1. INTRODUCTION AND ACCEPTANCE OF THESE TERMS

a. These terms (these “Convert Services Terms”) are to be read together with, and are supplemental to, the Terms of Use, as updated or amended from time to time (the “Terms of Use”) at https://flownet.xyz/docs/terms/general, and the provisions set out in the Terms of Use shall continue to apply.

b. By accessing and using the Convert Services (as defined below), you acknowledge and agree that you have read, understood and accepted all of the terms and conditions in these Convert Services Terms and the Terms of Use, and you acknowledge and agree that you will be bound by and will comply with these Convert Services Terms. If you do not understand and accept these terms in their entirety, you must not access nor use the Convert Services.

c. In the event of any conflict or inconsistency between any provision of these Convert Services Terms and a provision of the Terms of Use, these Convert Services Terms shall prevail so far as such inconsistency relates to the Convert Services (as defined below).

d. All terms and references used in these Convert Services Terms that are not defined herein shall have the meaning given to them in the Terms of Use. These Convert Services Terms constitute “Product Terms” for the purposes of the Terms of Use, and references in the Terms of Use to the “FlowNet Services” shall include references to the Convert Services.

e. This version of these Convert Services Terms shall replace and supersede: (i) any previous agreements between us with respect to Convert Services (as defined below); and (ii) any previous versions of these Convert Services Terms that may have been accepted through, or otherwise made available on, the FlowNet Platform.

2. ELIGIBILITY

a. This product is only available to certain users in certain countries. This product is not intended for users/countries to which restrictions/prohibitions apply.

b. FlowNet reserves the right to adjust the eligibility requirements of this product from time-to-time, with or without notice, in its sole discretion.

3. CONVERT SERVICES

Upon completion of the registration and identity verification for your FlowNet Account, you may be able to make use of the convert services, which enables you to buy and sell Digital Assets based on prices provided by FlowNet (the “Convert Services”). Pursuant to the Convert Services, you may provide FlowNet with a request to convert an amount of fiat currency into a Digital Asset (or vice versa), in each case, subject to the trading pairs supported by the FlowNet Platform from time to time (each, a “Conversion”); and/or

4. CONVERSIONS

4.1 Conversion Order Types

To request a Conversion between a supported trading pair through the FlowNet Platform, you may place Convert Instant Orders - an instant order, by specifying the amount of the Digital Asset to be converted or the amount of Digital Asset to be received pursuant to such Conversion (each, a “Convert Instant Order”);

Orders can only be submitted in respect of the trading pairs supported by the FlowNet Platform.

FlowNet reserves the right to adjust the trading pairs supported by the FlowNet Platform, eligibility requirements or operational limits from time-to-time at its sole and absolute discretion, with or without notice.

4.2 Convert Instant Orders

a. If you place a Convert Instant Order, FlowNet may (but is not obliged to) provide a non-binding, indicative and discretionary quote for the conversion (each, a “Convert Quote”), which you may confirm or decline within such a period of time as FlowNet may, in its sole discretion, specify.

b. It is your responsibility to assess the terms of the Convert Quote (including, without limitation, the quoted price) and to decide whether or not to confirm the Convert Quote within the specified time. Your confirmation of the Convert Quote constitutes an irrevocable formal trade request to FlowNet to enter into a Conversion transaction at the price provided in the related Convert Quote (each, a “Trade Request”).

c. With respect to each Conversion, your submission of the related Trade Request authorises FlowNet to lock in your FlowNet Account the requisite amount of your Digital Assets or fiat currency that is to be converted until such time that the Conversion is fully settled or the Trade Request is cancelled or rejected.

d. Notwithstanding any term to the contrary, FlowNet may either accept or reject the Trade Request at its sole and absolute discretion.

e. If a Trade Request in respect of a Convert Instant Order is accepted by FlowNet, then that Conversion shall be settled in accordance with Clause 5 (Settlement of Conversions) below.

5. SETTLEMENT OF CONVERSIONS

a. If and to the extent that FlowNet accepts all or part of an order for Conversion, then FlowNet shall settle the relevant portion of the requested Conversion accordingly by debiting the amount of Digital Assets or fiat currency to be converted from your FlowNet Account and crediting the amount of Digital Assets or fiat currency to be received in your respective FlowNet Account.

b. In most cases, settlement will complete within seconds from the acceptance by FlowNet, however FlowNet does not guarantee settlement of the Conversion within this timeframe and in some instances the settlement process may take several hours or even longer, depending on various factors, including, without limitation, conversion amount, the type of Digital Assets, prevailing market conditions, and operational and technical requirements. FlowNet shall not be held responsible for potential loss or opportunity cost in connection with any price change of the Digital Asset subject to the Conversion during this settlement period.

c. Notwithstanding anything to the contrary, transactions exceeding a certain amount may be settled in tranches (“Auto-Split”), as determined by FlowNet in its sole discretion. You will be notified in advance when a transaction is subject to Auto-Split. You hereby acknowledge, confirm your understanding and agree that the time needed to process an Auto-Split may be longer or shorter than estimated. Where Auto-Split is applied, you may cancel the related Trade Request prior to it being settled in full, however cancellation will be effective only in respect of the unfilled portion of the Trade Request. Any portion of the Trade Request that has already been settled cannot be reversed, canceled or unwound.

6. FLOWNET DISCRETION

FlowNet has the exclusive authority to determine which Digital assets and trading pairs are supported on the FlowNet Platform and are available for the purposes of Conversions, and FlowNet may add or remove support for trading pairs (or determine to delist Digital Assets) from the FlowNet Platform in its sole discretion, from time to time, with or without prior notice. FlowNet may also change the supported order size available for a Conversion with respect to a particular trading pair. In respect of such additions, removals, or amendments, FlowNet may (but is not obliged to) notify you in advance, and FlowNet shall have no liability to you in connection with such additions, removals or amendments.

7. DISCLOSURES AND CONFIRMATIONS

a. In respect of Conversions, you hereby acknowledge, confirm your understanding, and agree that:

i. Conversions are at your risk and own initiative - you are solely responsible for your investment decisions and FlowNet is not liable for any losses you may incur with respect to, or otherwise in connection with, any Conversion, Recurring Conversion or any other use of Conversion Services;

ii. Off market price; Quoted prices may not be the best price available on the FlowNet Platform. FlowNet quotes Conversion prices for its own account dynamically, taking into account, amongst other things, prevailing market conditions. The quoted prices for Conversions may vary from time to time. Pricing provided by FlowNet in respect of any Convert Order is strictly an off-market price, and may not be the best available price in the market or on the FlowNet Platform;

iii. Change in supported trading pairs, product features; Digital Asset de-listing - FlowNet has the right in its sole and absolute discretion to adjust product features, to adjust the supported trading pairs and/or to de-list Digital Assets from time-to-time. There is no guarantee or assurance that any particular product feature, trading pair or Digital Asset will continue to be supported;

iv. You are responsible for the ongoing suitability of your Specified Plans - It is solely your responsibility to ensure the suitability of your Specified Plan on an ongoing basis, and to monitor for any changes to product features or the availability of supported trading pairs or Digital Assets on the FlowNet Platform in connection with the standing requests in your Specified Plan, as well as any modifications that may be made to your Specified Plan by FlowNet from time to time. FlowNet shall have no liability to you in connection with any such additions, removals, modifications or amendments. If you do not wish for your Specified Plan to continue at any time, then you must amend, suspend or cancel that Specified Plan;

v. FlowNet is your counterparty; FlowNet has discretion - FlowNet is your counterparty on all Conversions, and has discretion to accept or reject Trade Requests or to refuse to provide a quotation. FlowNet reserves its right to refuse any deemed Trade Request relating to a Scheduled Conversion pursuant to any Specified Plan. There is no guarantee that FlowNet will accept any transaction proposed or scheduled by any Specified Plan;

vi. Timing and Sequencing of Scheduled Conversions; Locked balances - Where you use a Specified Plan to request Recurring Conversions, the time at which each resulting Recurring Conversion may be accepted and settled will be determined by FlowNet, and may vary. In addition, in respect of each Scheduled Conversion, FlowNet is authorised to lock the requisite Digital Assets or fiat currency in your account as may be required to settle that Scheduled Conversion, and the time at which such lock will be applied will be determined by FlowNet, and may vary. You will not be able to transfer or deal in Digital Assets or fiat balances that have been locked for this purpose; and

vii. Auto-Split - Auto-Split may be applied to larger transactions, and this may have an impact on the time that it takes FlowNet to process settlement of a Trade Request. Some portions of the Trade Request may be settled immediately, while others may take more time. If you cancel the Trade Request prior to settlement being fulfilled, this may result in a partial settlement of that Trade Request, which cannot be unwound or reversed.

The above description of risks is not exhaustive, and merely serves as a summary overview of some (but not all) of the risks that may result from entering into Conversion transactions. Please also refer to the Terms of Use for a summary overview of some (but not all) of the risks that may result from investing in Digital Assets.

b. Neither FlowNet, nor any affiliate or representative of FlowNet, makes any representation or warranty that the Conversion Services nor any particular Conversion is appropriate (i) for any user or in any location, nor (ii) that the transactions and services described in these Convert Services Terms are (or will continue to be) available or appropriate for any user or in any location. You are strongly encouraged to carefully review these Convert Services Terms and to seek independent professional advice as to whether these services and any particular Conversion is appropriate for you having regard to your personal circumstances and objectives, financial position and risk tolerance.

c. By accepting these Convert Services Terms, you hereby unconditionally and irrevocably;

i. confirm that you understand, accept and assume full responsibility for participating in one or more Conversions together with any and all associated risks with such transactions, including without limitation the risks described in the Terms of Use;

ii. confirm and agree that you bear full responsibility for ensuring that the Convert Services are suitable for you, taking into account your own financial objectives and circumstances, and you shall be solely responsible for any profit or loss sustained in connection with your use of the Convert Services and any investment in Digital Assets, and you further confirm that you have carefully assessed whether, and determined that, each Conversion is appropriate for you;

iii. confirm your understanding that: (A) Convert Instant Orders and Recurring Conversions are not market orders, do not guarantee execution at a specified price; (B) Convert Instant Orders, once triggered, execute at the prevailing Convert quote and do not guarantee execution at the trigger price; and (C) FlowNet does not act on your behalf;

iv. you further confirm, acknowledge and agree that you are not relying on FlowNet in any way to protect your interests in relation to pricing nor any other aspects of execution of any transactions pursuant to, or otherwise in connection with, the Convert Services; and

d. It is recommended that you conduct independent research into different Digital Assets prior to using Convert Services and that you take steps to ensure you understand the risks associated with the trading of Digital Assets.

e. FlowNet does not make any representation nor guarantee as to the outcome to be received by the trading of Digital Assets (whether pursuant to the Convert Services or otherwise). FlowNet does not provide financial advice.

f. FlowNet does not act as a fiduciary.

8. API CONNECTIONS

If you are accessing the Convert Services pursuant to the FlowNet API, you acknowledge and agree as follows:

a. FlowNet Convert supports the submission of Convert Instant Orders through a FlowNet API Connection;

b. FlowNet may change the endpoints of any FlowNet API Connection from time to time and/or may change the settings of any FlowNet API Connection, including to impose any particular trading limits and/or minimum order amounts with respect to your use of FlowNet Convert, in each case at any time for any reason in its sole discretion and shall not be obliged to provide any prior notice to you of any such change;

c. FlowNet may restrict or terminate a FlowNet API Connection at any time for any reason in its sole discretion, for example, including (but not limited to) where FlowNet suspects that you are using the FlowNet API Connection for the purposes of price arbitrage, market manipulation or is otherwise exploiting pricing provided by FlowNet via the FlowNet API Connection for the purposes of gaining a market advantage, and FlowNet is not obliged to provide any prior notice to you of any such restriction or termination or any reason therefor;

d. a FlowNet API Connection is provided “as is” and is used by you entirely at your own risk. FlowNet shall not be liable for any error, malfunction, or unavailability of any FlowNet API Connection or any losses incurred by you or any third party in connection with the use of (or inability to use) any FlowNet API Connection; and

e. if you are redistributing any prices provided by FlowNet through a FlowNet API Connection, whether in relation to the Convert Services or otherwise, FlowNet shall not be a party to, nor have any obligation with respect to, any transaction entered into by you with any third party (including any of your customers) on the basis of a price provided by FlowNet. You shall be solely responsible for your transactions and relationships with third parties (including, without limitation, your own customers), including, without limitation, any obligations or duties arising under Applicable Law or regulation. To the extent that you apply any mark-up or spread to prices received from FlowNet for the purposes of trading with your customers, you shall be solely responsible for determining the amount of and appropriateness of any such mark-up or spread and FlowNet shall have no involvement with, or liability in relation to, any such decision or other decision regarding transactions between you and any customer of yours or other third party. Unless otherwise agreed by FlowNet in writing, you shall not identify FlowNet as the source of any prices provided to you to any third party (including, without limitation, your own customers) nor use the name “FlowNet” or any logo or symbol of FlowNet in your own marketing, communications with third parties, websites or for any other purpose.

9. CORRECTIONS

FlowNet may rectify any error in any transaction(s) at any time, and reserve the right to void, cancel or reverse any transaction(s):

a. involving or deriving from a manifest error (that is, any error, omission or misquote, whether an error of FlowNet or any third party, which is manifest or palpable, including, without limitation, a misquote by any representative of FlowNet taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation) or any error that is operational or administrative; or

b. to reflect what we reasonably consider to be the correct or fair details of the transaction.

10. FEES

No additional fees apply to Conversion Services. When you preview a Conversion, the quotation will show the actual amount you will receive in your FlowNet Account.

11. GOVERNING LAW, ARBITRATION AND CLASS WAIVER

11.1 These Convert Service Terms, and any disputes arising out of or relating to these Convert Service Terms, shall be governed by, subject to, and construed in accordance with the laws of England and Wales without regard to its principles of conflicts of law.

11.2 Any dispute, controversy, difference or claim arising out of or relating to these Convert Service Terms, including the existence, validity, interpretation, performance, breach or termination thereof (including whether such controversy or claim is arbitrable) or any dispute regarding non-contractual obligation arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted, and the arbitral award shall be final and binding on both Parties. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), who shall be jointly appointed by the parties. If both Parties fail to agree on the appointment of the arbitrator within two (2) months from the date of the Notice of Arbitration, then HKIAC shall appoint an arbitrator who must be fluent in reading, speaking, and writing Chinese and English for the purpose of this Clause. The arbitration proceedings shall be conducted in English.

11.3 CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). YOU AGREE THAT THERE MAY BE NO CLASS ARBITRATION. BY AGREEING TO THESE CONVERT SERVICES TERMS YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, HAVE A TRIAL BEFORE A STATE OR FEDERAL COURT (EXCEPT AS TO CONSUMERS BRINGING SMALL CLAIMS ACTIONS) OR TO HAVE ANY TRIAL BY JURY.

12. TRANSLATIONS

This document may have been translated and published in different languages. In the event of any inconsistency, misstatements, omissions, or errors appearing in any translated version, the English version shall prevail.