TERMS OF SERVICE

This is the Terms of Service of flownet.xyz and any of our related corporations or affiliates (“Related Parties”) (flownet.xyz and its Related Parties shall be collectively, FlowNet”). In this Terms of Service, “we”, “us” or “our” refers to FlowNet. Where this Terms of Service is in common use by separate organizations within FlowNet, each organization is responsible to you only to the extent of their own collection and use of your personal data, and their own actions.

1. OUR SERVICES

1.1 These Terms set out how we, FlowNet, will provide Services to you, the Customer. They apply to all Services we provide to you, unless otherwise agreed, and will usually be supplemented by one or more Engagement Letters setting out terms specific to our engagement, such as the scope and our fees. The Customer is only ever the party or parties named in the Engagement Letter, unless otherwise agreed in writing.

1.2 In procuring any Service from FlowNet, you acknowledge that you have read, comprehended and agree to these Terms, including any further amendments hereto notified to you by FlowNet. You are strongly advised to read through the entirety of the following Terms. You are deemed to have accepted and agreed to these Terms if you register for a User Account and/or utilize any of our Services. If you do not agree with any of these Terms, please do not access the FlowNet Platform or use or attempt to use any of our Services.

1.3 We may amend these Terms, and/or each or any of our other rules, policies and procedures at any time by posting a revised version on the flownet.xyz. The revised version will be effective at the time we post it or as specified. By continuing to use the Services (or any part thereof), you agree to and/or are deemed to have agreed to the revised Terms in relation to the Services. As such, you should visit the FlowNet website periodically. It is your responsibility to check for the latest version of the Terms.

1.4 We may also from time to time publish additional guidelines, rules, and conditions applicable to your use of any of our Services. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.

2. DEFINITIONS

2.1 In these Terms, unless the context otherwise requires, each of the following words and expressions shall have the meanings as set out below:

Authorized Person means any natural person who is designated in writing by the Customer from time to time to give Instructions under these Terms;

Business Day means a day on which banks are generally open for business;

Card means any validly issued and unexpired credit, debit or prepaid card issued by a bank or financial institution which can be used to purchase goods and/or services;

Cardholder means a holder of a Card who purchases goods and/or services from the Customer;

Chargeback Ratio means the fraction where the present month’s chargeback amount is the numerator and the previous month’s revenue is the denominator;

Customer means the person stated as such in the Engagement Letter;

Digital Asset means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “Digital Assets” or “virtual currency”;

Digital Asset Network means the network used by Digital Assets to transfer from one address on the network to another address on the network;

Disclosures means providing information and documents related to you and FlowNet together with its group companies and/or the Payment Provider such that the Payment Provider may disclose such information or document(s) to their parent company, subsidiaries, branches, affiliates, service providers or any regulatory or government organization or quasi-governmental authority or to any other inquiries as they may require to from time to time for the provision of their services, subject to the relevant laws and regulations.

Documentation means the operation instructions, user manuals, help files and other technical information and material, in printed, written or electronic form in any media and format, delivered to the Customer that are intended for use in connection with the Services;

FlowNet Platform means FlowNet’s platform accessible at https://dashboard.flownet.xyz/;

End User means a user of the Customer;

Engagement Letter means the letter accompanying these Terms, as provided by FlowNet to the Customer and as amended or supplemented from time to time, which sets out the Customer’s agreement to these Terms and to any additionally specified provisions.

External Wallet refers to any relevant and compatible Digital Asset wallet or address giving you independent control of the private cryptographic keys associated with the Digital Assets;

Intellectual Property Rights means all present and future copyrights, trademarks, service marks, business names, internet domain names, design rights, database rights, semiconductor topography rights, other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures, including the “look and feel” of any websites, undisclosed or confidential information (including know-how, trade secrets and inventions, whether patentable or not), and any other intellectual property and proprietary rights of whatever nature, whether registered or not, recognized in any jurisdiction;

Instruction(s) means any instruction, request or order given to FlowNet by you in relation to the operation of your FlowNet User Account or to execute any Transaction, through such medium and in such form and manner as FlowNet may require;

Insolvency Event means in respect of persons which are corporations, companies, partnerships or any other legal entities, any of the following events:

(a) a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person with the view to winding up the person or placing the person under judicial management;

(b) the person is or is deemed by any applicable law or competent court to be insolvent or unable to pay its debts as they fall due;

(d) the appointment of a liquidator or provisional liquidator, or a curator (including a temporary curator) in respect of the person;

(e) a judicial manager being appointed in respect of the person or any of its assets;

(f) the person entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;

(g) the appointment of a receiver or receiver and manager over the person or any of its assets;

(h) a distress, attachment or execution or other legal process is levied, enforced or sued on or against any material part of the properties or assets of the person, and is not discharged or stayed within 30 days of its issue; and/or

(i) anything analogous or having a substantially similar effect to any of the events specified above happening under the Laws of any applicable jurisdiction;

Regulatory Authority means any governmental or regulatory body;

Party means FlowNet or the Customer collectively referred to as “Parties”;

Point-of-Compromise means the (physical or virtual) location of the payment network, such as an ATM or a point-of-sales terminal, that processed or collected payment information and that was compromised by fraudsters;

Prohibited Countries means any High-Risk Jurisdictions subject to a Call for Action under the Financial Action Task Force (FATF), financial institutions, non-financial institutions and individuals under any country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under any applicable laws and regulations, as amended from time to time;

Related Party means, in relation to a person, any entity that is directly or indirectly controlled by, in control of or under common control with, that person;

Service Provider means any third-party supplier of payment services to FlowNet which are resold and provided by FlowNet to the Customer pursuant to these Terms;

Services means the services to be provided by FlowNet to the Customer in accordance with these Terms, as defined in the Engagement Letter;

Stored Fiat Value means stored monetary value denominated in fiat currencies made available by the FlowNet and held by FlowNet for the account of the Customer which the Customer can use to make permitted payment transactions via the FlowNet Wallet;

Stored Value Facility means a wallet that can be topped up by the user with stored monetary value which the user can use to make payment transactions to merchants;

Terms means these terms of service, together with all recitals and schedules (if any);

Total Sale Price means the price for the purchase of the Sale Digital Assets pursuant to an accepted Sale Order under Clause 6;

Transaction means selling, purchasing, or entering into any type of transaction involving Sale Digital Assets, other asset or product as FlowNet may from time to time permit to be carried out on its platform, opening and operating accounts on behalf of you with our vendors/partners/service providers/customers, and its subsidiaries and associated companies which hold a valid payment license (each a Payment Provider), making related Disclosures, depositing or withdrawing any digital asset or fiat currency into or out of your User Account, or instructing payments and FX conversions and agreeing to the overall commercial terms with the Payment Provider, including but not limited to the fees;

Usable Balance means the total monetary value available to you in your payment account for Transactions;

User Account means the account opened for the Customer with FlowNet’s confirmation of successful onboarding of the Customer;

In these Terms, a reference to:

(a) a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified, re-enacted or consolidated, whether before or after the date of these Terms, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into prior to completion, and shall include any past statutory provision or regulation (as from time to time modified, re-enacted or consolidated) which such provision or regulation has been directly or indirectly replaced;

(b) “these Terms” includes all amendments, additions, and variations thereto agreed in writing between the Parties;

(c) “person” shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any government authority (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;

(d) “day”, “month” or “year” is a reference to a day, month or year respectively in the Gregorian calendar;

(e) “Recitals”, “Clauses”, and “Schedules” mean the recitals and the clauses of, and the schedules (if any) to, these Terms (unless the context otherwise requires);

(f) “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation”; and

(g) “hereof”, “herein”, “hereon”, and “hereunder”, and words of similar import, shall refer to these Terms as a whole and not to any particular provision of these Terms.

2.2 The recitals and schedules (if any) form part of these Terms and have the same force and effect as if expressly set out in the body of these Terms.

2.3 The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

3. ELIGIBILITY AND REPRESENTATIONS

3.1 You represent and warrant to us that:

(a) You have full power and authority to enter into these Terms and to perform your obligations hereunder;

(b) You are duly incorporated and validly existing under the laws of your jurisdiction;

(d) You are in compliance with all Applicable Laws and Payment Method Rules;

(e) You are not experiencing excessive Chargebacks or subject to any monitoring programs;

(f) You have never committed fraud or been terminated by a merchant acquirer;

(g) You have the experience and risk tolerance to use the Service, and have the experience and knowledge to invest in non-guaranteed Digital Asset products;

(h) You should carefully consider and use clear and independent judgment to evaluate your financial condition and risks related to the Services before making any decision to use this Service, and bear all the losses arising there from;

(i) In order to use the Service, you have the ability to perform operations on the internet;

(j) You agree to abide by the applicable local laws and regulations in your jurisdiction in your use of the Services; and

(k) If you are an individual, you are at least 18 years old; if acting for an entity, you are authorized to bind the entity.

3.2 You must not use the Services for any prohibited activities, including those in Prohibited Countries or involving restricted goods or services.

3.3 You acknowledge and agree that governmental decisions may have the effect to prohibit, withdraw or suspend any Digital Asset-related trading or payment activities.

4. User Account

Account Creation

4.1 To utilize FlowNet’s Services, submit an application for an Account, consenting to these Terms. For setting up an Account, you agree and warrant that:

(a) You are at least eighteen (18) years of age and possess the legal ability to form binding contracts. FlowNet can ask for documentary proof of your age at anytime and suspend or terminate your Account if we suspect this condition is not met.

(b) if there is any alteration in the personal details you have given us, you must promptly inform FlowNet of those alterations; and

(i) FlowNet can enforce Restrictions, such as reversing a transaction and/or freezing any funds and/or suspending or terminating your User Account and/or terminating our Services to you immediately without any further reference to you (“Restrictions”); and

(ii) You shall bear all the corresponding liabilities and consequences, and you shall indemnify and hold harmless FlowNet, its officers, directors, employees and Related Parties (including their respective successors), against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by FlowNet, its officers, directors, employees or Related Parties (including their respective successors), arising out of or in connection with your provision of such illegal, untrue, inaccurate or incomplete personal information.

4.2 You can only create up to one (1) User Account.

4.3 FlowNet reserves the right, at its sole and absolute discretion, to decline any Account request and is not required to reveal the reason for the decline.

4.4 You must login to your User Account to utilize our Services. If you misplace your login credentials or could not login your User Account, FlowNet can request for particular details from you to recover your login credentials or reinstate entry to your User Account, including but not limited to:

(a) your private information, such as documentary proof of your personal identity, proof of address, phone number or email;

(b) evidence of User Account ownership; and

4.5 FlowNet might, at its sole and absolute discretion, decline to recover your login credentials or reinstate entry to your User Account if:

(a) you neglect to supply any details asked by FlowNet;

(b) FlowNet could not confirm your identity or User Account ownership even after documents are provided at FlowNet’s request; or

4.6 You shall bear full responsibilities and liabilities for managing entry to and safeguarding the safety of your User Account.

Pursuant to these terms, you will:

(a) maintain your Account information and password confidential and not permit any other individual to login your User Account; and

(b) alert us immediately if you suspect your User Account security is breached. FlowNet can enforce any Restrictions on you for any reason whatsoever, including but not limited to non-compliance of this “User Account” section.

4.7 FlowNet, its officers, directors, employees and Related Parties (including their respective successors), shall not be responsible for any loss or damage suffered by you or any other party as a result of any unauthorised access to and use of your User Account, including, but not limited to unauthorised access caused by your failure to comply with any obligation in this “User Account” section, regardless of whether such failure is intentional or due to negligence.

4.8 FlowNet may request for additional details as we deem necessary for us to meet any contract or regulatory duties (including duties concerning anti-money laundering, and sanctions checks) in our absolute discretion. FlowNet might, but is not limited to, carry out a site visit at the Customer’s business location and to review records and documents related to the Customer’s adherence to these Terms upon FlowNet’s request. The Customer’s non-compliance with any such requests might lead to Restrictions. FlowNet its officers, directors, employees and Related Parties (including their respective successors), shall not be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with any action taken by FlowNet pursuant to this clause.

5. Merchant Services

5.1 Subject to these Terms, FlowNet agrees to:

(a) accept fiat currency on behalf of the Customer for goods and/or services sold by the Customer to its End User; and

(b) accept Digital Assets on behalf of the Customer for goods and/or services sold by the Customer to its End User.

5.2 Following receipt of a payment for goods and/or services on behalf of a Customer in either fiat currency or Digital Assets, FlowNet shall, after deduction of the service fee and any expenses (such as telegraphic transfer fees, etc.), credit the payment to the Customer’s account held with FlowNet.

5.3 In respect of Digital Assets collected on behalf of the Customer, FlowNet may perform a conversion into fiat currency and credit the converted amount to the Customer’s account held with FlowNet. Such conversion, if performed by FlowNet, shall be effected as soon as FlowNet deems to be practically possible after FlowNet’s receipt of the Digital Assets. For the avoidance of doubt, FlowNet shall have sole discretion to determine whether it credits payments to the Customer in fiat currency or Digital Assets.

5.4 You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction. However, when in doubt as to the accuracy, authenticity or validity of an Instruction, FlowNet reserves the right, at its sole and absolute discretion, to refuse to act upon such Instruction or to seek further information in relation to such Instruction. Instructions are irrevocable and our record of all Instructions will be conclusive and binding on you for all purposes.

5.5 By submitting an Instruction, you are authorizing us to initiate the relevant Transaction.

No responsibility for matters between Customer and End User

5.6 FlowNet has an obligation only to gather payments for items and/or services to the Customer, and will not be part of or involved in any agreement between the Customer and the Customer’s End User. The Customer agrees to indemnify FlowNet from any End User claims and shall bear full responsibility and liability for any conflict it might have with its End User.

5.7 Under no circumstances will FlowNet be liable where:

(a) the Customer deliberately or negligently discloses to any other individual, its End User’s bank Account details, credit card details, user name or password details;

(b) the Customer neglects to keep its End User’s details safely;

(d) there is any delay to any Service from reasons outside FlowNet’s control including, but not restricted to, halt on settlement or payments on public holidays.

FlowNet’s Requests for compliance purposes

5.8 The Customer shall assist FlowNet in its attempts to meet all relevant laws and rules about anti-money laundering and countering terrorism funding.

5.9 The Customer consents to respond to any demands and/or request from FlowNet, including but not limited to:

(a) details and papers on particular Transactions, payers, payees and recipients; and

(b) details and evidence of adherence with any guidelines and/or terms from FlowNet.

5.10 If FlowNet opines that the Customer has neglected to meet any demands and/or request made by FlowNet pursuant to Clause 5.9 above, FlowNet shall be entitled to impose Restrictions on the Customer’s User Account. In such events, FlowNet shall not be liable to the Customer for any damages incurred (including but not limited to any direct or indirect damages, and loss of profits) by the Customer or to any Third Party (including but not limited to the Customer’s End User) stemming from or linked to any measures taken by FlowNet under this clause.

Record retention by Customer

5.11 Customer will maintain, for at least 36 months after getting payment for a transaction in items and/or services, a sales note or any Transactional evidence, delivery note or receipt (collectively “payment notes”), as evidence in the event any conflict arises. The Customer consents to give FlowNet, upon FlowNet’s request, all pertinent payment notes kept during the retention period. The Customer also consents to help FlowNet in getting such payment notes and will not, in any situation, withhold or prevent FlowNet from obtaining such payment notes.

Chargebacks and invalid or disputed transactions

5.12 In the event of any chargeback for any Customer Transactions with an End User, FlowNet will immediately be permitted to subtract/deduct from the Customer’s Account or recover from the Customer, the sum paid by FlowNet for the relevant transactions. The Card issuer’s choice will be final for deciding any chargeback. When feasible, notice to the Customer of a chargeback will include a reason explanation. Additionally, upon earlier notice from FlowNet, FlowNet might deduct from the Customer’s Account or take other possible steps to recover any additional costs and expenses FlowNet might incur from or linked to a chargeback or disputed transaction.

5.13 When FlowNet gets notice of any invalid or disputed Transaction, FlowNet will then alert the Customer of the invalid or disputed transaction. FlowNet will then mark the Transaction as under dispute and debit it back to the Customer. The Customer agrees to examine all disputed transactions and take all reasonable steps to resolve the conflict/chargebacks with its End User as soon as possible, pursuant to guidelines and procedures FlowNet might occasionally inform the Customer. FlowNet has the authority to suspend any Transaction or hold back payment to the Customer until a satisfactory conclusion to the dispute is achieved.

5.14 In the event FlowNet opines that there is a high chargeback risk, FlowNet reserves the right to retain any amount of funds from any transactions to cover the potential sum of such chargeback and the Customer will upon FlowNet’s demand, supply such extra funds to FlowNet.

5.15 Notwithstanding any clauses under these Terms, any penalties, reporting charges and miscellaneous fees incurred by FlowNet while providing the Services to the Customer, shall be borne by the Customer.

Reserves

5.16 As a mitigation measure against losses from chargebacks that could not be recovered by FlowNet, FlowNet will maintain a reserve in the Customer’s User Account by blocking/withholding/retaining a portion of the processed funds. The portion kept by FlowNet will be calculated based on a Chargeback Ratio and amount of portion blocked/withheld/retained can increase if the Chargeback Ratio increases. Additionally FlowNet has the authority to impose Restrictions, if in FlowNet’s opinion, the Customer is or might be involved in fraudulent or dubious actions and/or there is a risk that the Customer will be incapable or reluctant to fulfill its contractual duties under these Terms or any other contract the Customer might have with FlowNet. FlowNet may, under our sole and absolute discretion, utilize the reserve to balance any future chargeback liabilities, fraud deficit, and/or penalties that might be imposed by any regulatory body from an act or neglect by the Customer.

5.17 With respect to any transaction involving the use of a Card or Stored Value Facility, if any merchandise is accepted for return to the Customer, any service to be provided by the Customer is terminated or cancelled, or any adjustment to the price of goods and/or services provided by the Customer is allowed, the Customer shall not make any cash refund to the End User but shall promptly deliver to FlowNet a credit note in the form supplied by FlowNet from time to time and present the same together with other sales slips evidencing such refund or adjustments. The Customer shall also sign and date each credit note and send a true copy thereof to the End User. If the amount of the credit notes to be presented exceeds the amount of the sales submitted for settlement, the Customer shall within seven (7) Business Days effect payment to FlowNet in an amount equal to such excess.

5.18 In the event of any of the following circumstances, and immediately upon FlowNet’s request, the Customer will return or reimburse to FlowNet an amount equal to the total of the sales memo(s) earlier credited by FlowNet to the Customer’s Account with FlowNet or otherwise paid to the Customer:

(a) FlowNet, in its sole discretion, considers or suspects that the Customer is in breach of any of the provisions of these Terms in respect of the transaction(s) to which the sales slip(s) relate(s);

(b) the sales slip(s) have been completed improperly or without actual authority of the End User;

(c) the End User disputes the sale, quantity, quality or delivery of the merchandise or the performance or quality of the services covered by the sales slip(s); or

(d) the sale of the merchandise or performance of the services to which the sales slip(s) relate(s) involves a violation of applicable law or the rules or regulations of any governmental agency, wherever located.

5.19 Notwithstanding FlowNet’s right to a repay or refund as described in Clause 5.18 above, FlowNet shall be entitled to deduct the total amount of such sales slip(s) from subsequent credit(s) to the Customer’s account with FlowNet or from any payment due to the Customer.

Right of debit to secure Customer obligations

5.20 To secure the obligations, debts and liabilities of the Customer under these Terms generally, the Customer hereby authorises and instructs FlowNet to debit the Customer’s account held with FlowNet with any amount due from the Customer to FlowNet as FlowNet may determine in its sole discretion from time to time.

Chargebacks and refunds for Digital Asset payment transactions

5.21 FlowNet does not support chargebacks for Digital Asset payment transactions. Any refund of a Digital Asset payment transaction will be effected solely in fiat currency and in a sum equal to the fiat currency-denominated settlement amount of the original purchase of goods or services, net of any costs, surcharge and exchange fees.

Refund of sales amount

5.22 For in-store transactions, refunds of overpaid amounts are allowed to be handled by Customers through the point-of-sale terminal.

5.23 For digital Transactions, Customers must reach FlowNet (at [email protected]) for managing the return of the overpaid sum.

5.24 Any refund to the End User will happen after subtracting any admin charges borne during the return process. FlowNet holds the authority to decide the final sum to be refunded to the End User.

Fees and charges

5.25 Where a funding of a purchase of goods or services is via a bank directly, the fee currency can be the same or different from the transaction currency. Where funding is through FlowNet, the fee currency must be the same as the transaction currency. If a different currency is used, FlowNet will establish the fee rate to the transaction currency rate based on a publicly published exchange rate at the outset, and this will be fixed going forward.

5.26 The purchase price paid by the End User will be settled directly with the Customer by FlowNet. You acknowledge that the schedule may change in the event of settlement changes made by the card/payment scheme parties to FlowNet or if changes to your risk profile prompt a different settlement arrangement. If necessary, FlowNet may also require you to post collateral and/or maintain a running reserve balance. FlowNet will inform you in advance of any such changes or arrangements.

5.27 Any fees charged by beneficiary banks or intermediary banks for transferring the settlement funds to your bank account, except for fees charged by FlowNet’s paying bank, shall be borne by the you.

5.28 You authorise the deduction of fees payable to FlowNet as set out in the pricing schedule in the Engagement Letter (or part thereof) against any End User purchase price to be settled with you. After FlowNet has deducted the fees due to FlowNet, the remainder of the End User purchase price shall be paid to you into your nominated bank account.

5.29 Where applicable, FlowNet shall provide the application programming interfaces and other software to enable the Customer to use the Customer service described in these Terms. FlowNet reserves the right to require the Customer to install or update any and all software to continue using such service. FlowNet may also provide software to help the Customer manage recurring and subscription billing charges for the Customer’s products and services. Where FlowNet provides the Customer with an application programming interface and/or software as described in this clause, it grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence for this purpose.

6. Currency Swap

Digital Asset sales

6.1 Transactions with the sale or purchase of Digital Assets will be done on the FlowNet Platform at dashboard.flownet.xyz.

6.2 This Clause 6 has the stipulates the terms for the sale and purchase of Digital Assets but does not state the amounts of Digital Assets to be given and bought under such sale and purchase. There will be no obligatory commitment to sell and purchase any Digital Assets unless a Sale Order has been given by a Party and approved by the other Party.

6.3 On approval of the Sale Order, all terms and conditions in this Clause 6 will be included by reference into and become part of the final Sale Order.

Sale Orders

6.4 Any Party (“Offeror”) might provide, through the FlowNet Platform, a sale order (“Sale Order”) to the other Party (“Offeree”) stating:

(a) the kind of Digital Assets (“Relevant Digital Assets”);

(b) if the Relevant Digital Assets are to be bought or sold by the Offeror;

(d) the cost per unit of Relevant Digital Assets (measured by reference to fiat money or another Digital Asset).

6.5 A Sale Order will end in thirty (30) days after delivery through the FlowNet Platform.

6.6 A Sale Order may be accepted through the FlowNet Platform. The Offeree shall notify the Offeror in writing of all acceptances of Sale Orders.

6.7 On approval of a Sale Order, unless agreed differently in writing, the Customer will immediately after on the approved Sale Order date (“Settlement Date”):

(a) In the event that the Customer is the purchaser in respect of the relevant accepted Sale Order, transfer and deliver, or procure to be transferred and delivered, the relevant Total Sale Price to the collection account of FlowNet, provided that:

i. If the Total Sale Price is due to be settled in fiat currency as stated in the accepted Sale Order, the Total Sale Price shall be made by electronic transfer of immediately available cleared and unencumbered funds (net of bank or remittance charges); and

ii. If the Total Sale Price is due to be settled in Digital Assets as stated in the accepted Sale Order, the Total Sale Price shall be made in immediately available, cleared and unencumbered Digital Assets on the applicable Digital Assets network.

Notwithstanding the above, upon acceptance of the Sale Order by FlowNet, FlowNet is authorised and entitled, without further notice to or consent from any person, to set off or net the full extent of the Total Sale Price against any amounts (whether in fiat currency or Digital Assets (as the case may be)) held by FlowNet on the account of the Customer, whereupon FlowNet shall have full title and ownership to the Total Sale Price (whether in fiat currency or Digital Assets (as the case may be)).

(b) In the event that the Customer is the seller in respect of the relevant accepted Sale Order, transfer and deliver, or procure to be transferred and delivered, to FlowNet the immediately available, cleared and unencumbered Sale Digital Assets under the accepted Sale Order on the applicable Digital Assets Network.

Notwithstanding the above, upon acceptance of the Sale Order by FlowNet, FlowNet is authorised and entitled to transfer to itself without further notice or consent the full extent of the Sale Digital Assets out of any Digital Assets held by FlowNet on the account of the Customer, whereupon FlowNet shall have full title and ownership to the Sale Digital Assets.

6.8 FlowNet shall, subject to and upon the satisfaction and compliance of the Customer’s obligations in respect of the relevant Accepted Sale Order set out in Clause 6.7 above, and upon FlowNet’s receipt of the relevant Total Sale Price or Sale Digital Assets:

(a) In the event that FlowNet is the purchaser in respect of the relevant Accepted Sale Order, FlowNet shall transfer and deliver, or procure to be transferred and delivered, the relevant Total Sale Price to the collection account of the Customer, provided that:

(i) If the Total Sale Price is due to be settled in fiat currency as stated in the accepted Sale Order, the Total Sale Price shall be made by electronic transfer of immediately available, cleared and unencumbered funds (net of bank or remittance charges); and

(ii) If the Total Sale Price is due to be settled in Digital Assets as stated in the accepted Sale Order, the Total Sale Price shall be made in immediately available cleared and unencumbered Digital Assets on the applicable Digital Assets Network.

(b) In the event that FlowNet is the seller in respect of the relevant Accepted Sale Order, FlowNet shall transfer and deliver or procure to be transferred and delivered the immediately available, cleared and unencumbered Sale Digital Assets under the applicable accepted Sale Order on the applicable Digital Assets Network to the collection account of the Customer.

6.9 In respect of any particular accepted Sale Order, in the event that the Customer does not satisfy and comply with the terms and conditions in this Clause 6 in all respects by the Settlement Date, without prejudice to any other remedies available, FlowNet may in its sole and absolute discretion:

(a) waive the requirements, either as a whole or selected requirements listed in this Clause 6 in respect of such accepted Sale Order;

(b) defer the Settlement Date to a date as FlowNet and the Customer may agree in writing;

(c) effect completion of such accepted Sale Order so far as practicable having regard to the defaults which have occurred (without prejudice to its rights hereunder);

(d) not effect completion of such accepted Sale Order (without prejudice to its rights hereunder); and/or

(e) terminate the accepted Sale Order, without prejudice to its rights hereunder.

6.10 Save as otherwise set out herein or otherwise expressly agreed in writing, payments or transfers to be made by the Customer to FlowNet under an accepted Sale Order may not be subject to any set-off or netting against any other amounts due from FlowNet to the Customer.

6.11 Each payment of any amount owing hereunder shall be for the full amount due, without reduction, withholding or offset for any reason (including any exchange charges, bank transfer charges, any other fees, other than pursuant to any applicable withholding tax obligations).

6.12 The Customer agrees, understands and acknowledges that:

(a) FlowNet reserves the right to reject or delay executing any Instruction from the Customer if any such Instruction is, in its sole determination, unclear, conflicting, inaccurate, incomplete, in an unapproved format or communication channel, made by an unauthorised officer, suspected of fraud or non-authenticity, or in breach of (or may breach) any of the security procedures of FlowNet and/or any applicable law or regulations;

(b) the Sale Digital Assets will be created and delivered to the Customer at the sole risk of the Customer on an “as is” basis and no representation or warranty is made in respect of the Digital Assets network applicable to the Sale Digital Assets;

(c) the Sale Digital Assets involve significant risks, all of which the Customer fully and completely acknowledges and assumes including, but not limited to, the risk that the Sale Digital Assets may decrease in value over time and/or lose all monetary value;

(d) the Customer bears the sole responsibility for any taxes as a result of the matters and Transactions that are the subject of this Clause 6, including tax arising out of accepted Sale Orders, and any future acquisition, ownership, use, sale or other disposition of any Sale Digital Assets pursuant to any accepted Sale Order. To the extent permitted by law, the Customer agrees to indemnify, defend and hold FlowNet and its employees, officers or agents harmless against any claim, liability, assessment or penalty with respect to any taxes associated with or arising in relation to this Clause 6;

(e) the Customer authorises and grants FlowNet the irrevocable consent to make the necessary checks and enquiries on the Customer, and subject to FlowNet’s obligations under the PDPA and other applicable laws, obtain from and/or verify with any source and/or disclose or release any information and/or data on the Customer to any party or source as FlowNet may from time to time deem fit or appropriate, without any liability or notice to the Customer;

(f) save for any fraud, wilful default and gross negligence on the part of FlowNet, all risk of unauthorised instructions, forgery, fraud, misunderstandings, errors and operation failure shall lie solely with the Customer.

(g) FlowNet shall be indemnified from and against any and all losses resulting directly or indirectly from any communication and/or Instructions issued or purported to be issued by the Customer, including those arising from the acceptance or execution (or non-acceptance) of any personnel or person acting under the Instruction of or on behalf of the Customer;

(h) FlowNet shall not be held responsible for any non-performance or delay of any of its obligations that is caused by circumstances beyond its control and no fault of FlowNet, which includes, inter alia, acts of God; war; terrorism or the threat of terrorism; sabotage; equipment failures; any epidemic or pandemic; hacking or other attack on its systems; the unavailability, disruption or malfunction of any networks, blockchains or the Internet; any unavailability, disruption or malfunction of any equipment, system, software, network or infrastructure necessary for the Services to function; issuance or operation of any adverse law or regulation; or any other emergency that prevents FlowNet from operating normally; and

(i) the Customer further agrees, represents and warrants that the Customer is solely responsible for any decision to enter into a Transaction subject to this Clause 6, including the evaluation of any and all risks related to any such Transaction and in entering into any such Transaction, the Customer has not relied on any statement or other representation of FlowNet other than as expressly set forth herein.

6.13 Notwithstanding any term to the contrary, FlowNet retains sole and absolute discretion to accept or reject any requests at any time and for any reason, without obligation to provide reasons or advance notice. No requests shall be deemed accepted unless and until FlowNet notifies you of such acceptance.

6.14 FlowNet does not guarantee settlement of the Transaction within any timeframe and in some instances the settlement process may take several hours, days or even longer, depending on various factors, including, without limitation, the type of Digital Assets, prevailing market conditions, and operational and technical requirements. Banks or card networks may delay, reject, or reverse payouts for reasons beyond our control. FlowNet shall not be held responsible for potential loss or opportunity cost in connection with any price change of the Digital Asset or for any delays, rejections, or losses arising from factors outside our control, including third-party processor actions, network failures, force majeure events, or regulatory interventions.

6.15 In any event, and under normal circumstances, card payment for the purchase and sale of Digital Assets would be completed within 24 hours. That said, because circumstances exist beyond our control, you acknowledge and agree that FlowNet is not, at any time, liable to you for any losses arising out of or in connection with any failure, delay, disruption, interruption or cancellation for whatever reason.

7. FlowNet Wallet

7.1 Digital Assets and/or Stored Fiat Value in your Account on the FlowNet Platform will be kept by FlowNet in a wallet released by FlowNet showing the available amount and permitting you to do payment Transactions in Digital Assets and/or Stored Fiat Value.

7.2 Subject to these Terms, FlowNet agrees to provide a treasury management system to enable the Customer to electronically hold, send and receive Digital Assets and/or Stored Fiat Value through the FlowNet Platform. The Digital Assets and/or Stored Fiat Value in the Customer’s account can be in multiple currencies but only in the supported currencies that we offer, which may change from time to time. Your FlowNet Wallet will show the balance of each supported currency available to you. The Digital Assets and/or Stored Fiat Value in the Customer’s account may be used to make any Transaction and currency swap in accordance with these Terms.

7.3 In providing you of the treasury management system, FlowNet may allow you to upload, share or provide your content on FlowNet Platform. By providing content, you confirm that you are legally allowed to do so and that you are not infringing any statutory provisions and/or third-party rights. You acknowledge and accept that by providing your own content on our Services, you grant FlowNet a non-exclusive, fully paid-up, and royalty-free license to process such content solely for the operation and maintenance of our Services, as contractually required. To the extent permitted by applicable law, you waive any moral rights concerning the content you provide in such a case. You are solely liable for any content you upload, post, share, or provide. You acknowledge and accept that FlowNet does not filter or moderate such content. However, FlowNet reserves the right to remove, delete, block, or rectify such content at its discretion and to, without prior notice, deny your access to our Services (i) if any complaint based on such content is received; (ii) if a notice of infringement of intellectual property rights is received; (iii) upon order of a public authority; or (iv) where FlowNet is made aware that the content may represent a risk for other users, third parties and/or the availability of our Services.

7.4 The removal, deletion, blocking, or rectification of content shall not entitle anybody to compensation, damages, or reimbursement claims.

7.5 When you employ the FlowNet Wallet, you are permitting us to act as your agent only for holding, sending or getting available amount.

7.6 Only you are permitted to employ your FlowNet Wallet. If a merchant or financial body does not take payment via your FlowNet Wallet, FlowNet will not be responsible in such cases. We will not permit Transactions for a Transaction or withdrawal sum larger than your Usable Balance. If such Transactions are handled, you will be responsible to us for any resulting negative balance (when the money value in your FlowNet Wallet drops below zero) (“Negative Balance”) plus any relevant charges, with any costs borne by us or any other relevant external in recovering or trying to recover from you the Negative Balance sum you owe. If we allow a Negative Balance, it will not be seen as setting any example for later times. Each time you do a Transaction or withdrawal, your Account will be subtracted right away by the sum of such Transaction or withdrawal, plus any relevant charge and any other sum we might subtract from your Account under these Terms and Conditions. The Usable Balance on your Account will be lowered accordingly.

7.7 The FlowNet Wallet:

(a) may not support or have the ability to process all Digital Assets. You shall only transfer or deposit in the FlowNet Wallet those Digital Assets we support. Information on supported Digital Assets are made available through the relevant FlowNet Wallet and our FlowNet Platform; and

(b) will contain instructions on the sending, transferring, depositing, storage, tracking, management and use of supported Digital Assets and Stored Fiat Value in connection with that FlowNet Wallet. Your compliance with these instructions and provision of all information requested through these instructions are required to ensure that you are able to perform these activities and properly use the FlowNet Wallet. If you transfer or deposit to the FlowNet Wallet Digital Assets that are not supported, or fail to comply with our instructions, we assume no responsibility for such Digital Assets, including any responsibility or liability for loss or return of such Digital Assets to you.

7.8 You acknowledge and agree that for the FlowNet Wallet to function, it may require a compatible device (including a mobile or computing device), appropriate third-party software (such as browsers), and also connectivity to the internet. You are solely responsible for obtaining such device(s), software, and the necessary connectivity services to access and use the FlowNet Wallet. We assume no responsibility for such devices, software and services, or for any functionality of the FlowNet Wallet which is dependent on them to operate.

7.9 In order to access and/or use the FlowNet Wallet, you shall have the sole responsibility:

(a) to access and use the FlowNet Wallet in a secure manner and maintain, in your fully secure possession, the credentials for accessing the FlowNet Wallet; and

(b) in the case where you transfer Digital Assets to or from the FlowNet Wallet, to establish and maintain, in fully operational, secure and valid, status, access to a compatible External Wallet and maintain, in your fully secure possession, the credentials for accessing such wallet.

Issuance of Stored Fiat Value

7.10 Stored Fiat Value is only available for use on the FlowNet Platform in digital form stored in your FlowNet Wallet. The Customer may obtain Stored Fiat Value by depositing fiat currencies into the FlowNet Wallet through such payment mechanisms as the FlowNet Wallet may from time to time support.

7.11 Each unit of Stored Fiat Value is the equivalent of one (1) United States dollar only (as applicable, depending on the type of fiat currencies deposited into the FlowNet Wallet). A purchase of Stored Fiat Value(s) may only be made in blocks of US$1, with a minimum value of US$50, or such other rate as may be prescribed from time to time, up to such maximum value as may be prescribed from time to time. If prescribed by us in our sole and absolute discretion, an administrative fee shall be payable for the purchase of any Stored Fiat Value. We shall not be responsible for any fraudulent, irregular or unsuccessful purchase. We may refuse to credit any Stored Fiat Value to, or debit Stored Fiat Value from, the existing Stored Fiat Value balance in the Customer’s FlowNet Wallet if we determine, in our sole and absolute discretion, that the purchase (or requested purchase) is not or should not have been successful, or is or was fraudulent or irregular.

7.12 The Customer must check the details of Stored Fiat Value immediately upon the issuance or receipt of such Stored Fiat Value. Any error or discrepancy must be notified to us immediately.

7.13 Should there be any cancellation or expiry of the Customer’s FlowNet Wallet, any unused Stored Fiat Value may be refunded by bank transfer to an account held in the Customer’s name with a licensed bank, subject to production of a photographic identification document to our satisfaction, and such other conditions as we may at our sole and absolute discretion impose. Refunds may be made only to the Customer and not to any other person. Refunds are subject to any prevailing transaction fees that are chargeable for effecting such a refund. The balance in the Customer’s FlowNet Wallet is not a deposit, does not earn any interest, and is not protected by any deposit insurance, including the Singapore Deposit Insurance Scheme. Any refund which we may make in respect of any Stored Fiat Value shall be free of any interest, and will be transferred to the Customer within thirty (30) Business Days of the cancellation of the Customer’s FlowNet Wallet.

7.14 The date of issuance of Stored Fiat Value shall be the date on which it is purchased from FlowNet (as set out in FlowNet’s records).

Use and refund of Stored Fiat Value

7.15 There is no expiry date or limit to validity of Stored Fiat Value, subject to the termination of a Customer’s FlowNet Wallet or the expiry date of the card. Notwithstanding the foregoing, we reserve the right, in our sole and absolute discretion, to impose expiry date(s) or limitation(s) to validity at any time, whether in general or specifically to the Customer’s FlowNet Wallet. Where such expiry date or limitation to validity applies generally to all FlowNet Wallets, notification of such expiry date or limitation to validity will be published on the FlowNet Platform.

7.16 Stored Fiat Value may only be used by the Customer to purchase Digital Assets on the FlowNet Platform and for such other purposes as we may from time to time approve, subject to such additional conditions as we may from time to time prescribe, in such methods or through such procedures as we may from time to time prescribe.

7.17 Without prejudice to anything contained in these Terms, Stored Fiat Value shall not (a) be used for or in connection with any unlawful or fraudulent purpose or activity, or (b) except with our prior approval, be used for or in connection with any business or commercial purpose or activity (including advertising, marketing or promotional materials).

7.18 If the aggregate value of the Stored Fiat Value in the Customer’s FlowNet Wallet is less than the amount payable to the Customer in any transaction to be executed for the Customer, the difference shall have to be topped up in the FlowNet Wallet through the prevailing methods of top-up, prior to completion of such transaction.

7.19 Stored Fiat Value is used at the sole risk of the Customer. The Customer must check the amount of Stored Fiat Value before such Stored Fiat Value is used, and must decline to accept Stored Fiat Value that has been unlawfully obtained or voided or appears to have been tampered with.

7.20 Stored Fiat Value cannot be replaced if it is lost, stolen, misappropriated, confiscated, or in our opinion, has been unlawfully obtained, or has been voided, or is or appears to be tampered with. FlowNet shall not be liable for or be required to replace any such Stored Fiat Value.

Specific provisions relating to Stored Fiat Value

7.21 We may from time to time credit or debit Stored Fiat Value to or from the Customer’s FlowNet Wallet, or otherwise make such adjustments to the information recorded with respect to a the Customer’s FlowNet Wallet, if FlowNet determines, in its sole and absolute discretion, that a transaction (or a requested transaction) is not or should not have been successful, or is or was fraudulent or irregular, or an accounting, processing or technical error has occurred. Any such determination (and the corresponding credit, debit or adjustment) by FlowNet shall be final and conclusive against the relevant person.

7.22 The Customer may report any unauthorised transaction or erroneous transaction with respect to any Stored Fiat Value via email to [email protected], or via such other reporting channel as we may notify the Customer of from time to time.

7.23 Any claim made by the Customer in relation to any unauthorised transaction with respect to Stored Fiat Value shall be subject to FlowNet’s assessment and claim resolution process, which will be communicated to the Customer at the relevant time.

7.24 The Customer shall be liable for any loss arising from an unauthorised transaction in respect of Stored Fiat Value where the Customer’s negligence, recklessness or wilful default was a cause of the loss. The Customer shall also be liable for any loss arising from authorised transactions.

7.25 The Customer shall provide us with such document(s) and information as we may require in connection with any (actual or reported) unauthorised or erroneous transaction.

7.26 The purchase, use and carrying out of any activity or transaction or the making of any dealing involving any Stored Fiat Value shall be subject to such additional procedural or operational requirements as we may prescribe from time to time. A failure by a Customer to observe or comply with such procedural or operational requirements may result in a delay in our processing or giving effect to the relevant purchase, use, activity, transaction or dealing.

7.27 We may from time to time publish additional guidelines, rules, and conditions applicable to your use of any FlowNet Wallet. You agree to comply with these additional guidelines, rules and conditions, which are incorporated by reference into these Terms.

7.28 We have no obligation to provide, or continue to provide, the FlowNet Wallet, or any part thereof, now or in the future. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to (a) modify, suspend or discontinue any FlowNet Wallet; (b) restrict or modify access to any FlowNet Wallet; and/or (c) modify and/or waive any charges in connection with any FlowNet Wallet. You are deemed to agree to such modifications if you continue the use of the FlowNet Wallet.

7.29 Transaction fees may be incurred arising out of or in connection with your use of the FlowNet Wallet. Any such charges and/or fees shall be borne by you.

7.30 Specific transactions and activities, including the provision of specific services or products, may be performed or facilitated through the FlowNet Wallet and may be subject to separate terms and conditions that you must accept in order to enter into these transactions or perform these activities.

7.31 You are solely responsible for any and all transactions and activities, including the lawfulness, legitimacy and regulatory compliance of such transactions and activities, which occur via the FlowNet Wallet, which shall be strictly for your use only. We are entitled to and will treat all such transactions and activities as having been conducted by you or with your knowledge and authority.

7.32 We reserve the right to monitor your usage of the FlowNet Wallet and have the sole and absolute discretion to refuse access or use of any FlowNet Wallet by any person (including you or any person authorised by you) at any time without having to give any reason or prior notice.

7.33 To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person):

(a) regarding the timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of the FlowNet Wallet;

(b) regarding the availability or appropriateness of the FlowNet Wallet;

(c) that the FlowNet Wallet will be error-free, continuously available or uninterrupted in operation, or free of viruses or other harmful components;

(d) that the FlowNet Wallet will operate or function properly on your devices or operating systems or with any third-party software;

(e) that the FlowNet Wallet will not cause any damage to your devices or operating systems;

(f) for Stored Fiat Value or Digital Assets transferred or deposited in the FlowNet Wallet being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(g) for use of the FlowNet Wallet for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(h) for failure, malfunction or breakdown of, or disruption to, the operation of our platforms and operations (including but not limited to blockchain and blockchain-based software systems) or any technology (including but not limited to blockchain and smart contract technologies) which the FlowNet Wallet relies on, for any reason whatsoever, including without limitation, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(i) loss of possession of the credentials for accessing the FlowNet Wallet in any manner and to any extent;

(j) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of Digital Assets; and/or

(k) all other risks, direct, indirect or ancillary in relation to Digital Assets and the FlowNet Wallet which are not specifically or explicitly contained in or stated in these Terms.

7.34 Your use of the FlowNet Wallet is voluntary and at your sole risk. You are solely responsible for:

(a) your reliance on the FlowNet Wallet and the information available through the FlowNet Wallet;

(b) any liability or damage that you may incur through use of the FlowNet Wallet; and

7.35 The underlying protocols relating to Digital Assets that you transfer or deposit to the FlowNet Wallet may be subject to changes beyond our control. This may affect the valuation and/or functionality associated with such Digital Assets. You acknowledge and agree to accept all risks associated with Digital Assets. We may at our sole discretion, but have no responsibility to, assist you to mitigate any consequences arising out of or in connection with any changes to such protocols.

7.36 Internet communications may be susceptible to interference or interception by third parties. Such interference or interception may include cyber-attacks, distributed denials of service or errors, malicious exploitation of defects or vulnerabilities associated with the source codes associated with the FlowNet Wallet. Where appropriate, we may use available technology to protect the security of the FlowNet Wallet and Digital Assets transferred or deposited to the FlowNet Wallet. To the maximum extent permitted under applicable laws, we make no warranties that the FlowNet Wallet is free of infection by computer viruses, any malicious software, interference or interception by third parties, or other unauthorised software, and disclaim all liability for the security, authenticity, integrity or confidentiality of any transactions made through the FlowNet Wallet.

7.37 In the event of any loss, hack or theft of Digital Assets from the FlowNet Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against us.

7.38 We have no obligation to provide any maintenance, support or other services in relation to the FlowNet Wallet, including providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements.

7.39 Your access to and/or use of the FlowNet Wallet may also be interrupted, suspended or restricted where we provide any maintenance, support or other services in relation to the FlowNet Wallet.

7.40 You acknowledge and agree that:

(a) the Digital Assets that you transfer or deposit to the FlowNet Wallet will be held in our Digital Asset wallets and processed at our sole and absolute discretion, including storage in such online and/or offline storage (or combination thereof) as we may determine, subject to applicable laws and regulation;

(b) when you seek to use your Digital Assets deposited in the FlowNet Wallet for transactions, there may be delays in operation or transmission of your transactions where we are required to obtain information that is offline. We assume no responsibility or liability for any loss, damage or penalty resulting from such delays;

(c) notwithstanding that your Digital Assets deposited in the FlowNet Wallet may only be used for transactions we support, we reserve the right, at any time, to reject and not fulfil any transaction you seek to perform for any reason whatsoever, including the unavailability of the FlowNet Wallet, or periods of illiquidity or volatility in the Digital Asset market. We assume no responsibility or liability for any loss, damage or penalty resulting from our rejection or non-fulfilment of any transaction;

(d) we may, at our sole and absolute discretion, impose limits on the value or amount of Digital Assets that you may send, transfer, deposit, store, track, manage, or use, through the FlowNet Wallet; and

(e) we hold the private keys associated with Digital Assets you deposit in the FlowNet Wallet, and we may access such Digital Assets and FlowNet Wallet at our sole and absolute discretion, subject to applicable laws and regulation. Notwithstanding the foregoing, while we will make reasonable endeavours to protect these private keys, we disclaim all liability for the security, authenticity, integrity or confidentiality associated with these private keys.

7.41 You will not, and will not permit any other party to:

(a) modify, adapt, improve, enhance, alter, translate or create derivative works of the FlowNet Wallet;

(b) use or merge the FlowNet Wallet, or any component or element thereof, with other software, databases or services not provided by us;

(c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the FlowNet Wallet, or decrypt the FlowNet Wallet;

(d) interfere in any manner with the operation of the FlowNet Wallet;

(e) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the FlowNet Wallet;

(f) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine”, “crawl” or in any way gather the FlowNet Wallet or reproduce or circumvent the navigational structure or presentation of the FlowNet Wallet without our express prior written consent;

(g) violate any applicable laws, rules or regulations in connection with your access or use of the FlowNet Wallet; or

(h) cache, frame or link to the FlowNet Wallet without our prior written consent. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the FlowNet Wallet. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the FlowNet Wallet.

7.42 Any transfer or deposit of supported Digital Assets into or out of any FlowNet Wallet may be made only from or to such External Wallet(s) as FlowNet shall permit in its sole discretion. You shall provide to us, at such time as we may require, the address(es) of the External Wallet(s). In connection with the FlowNet Wallet, you will not use or designate any External Wallet which is an account or wallet established and maintained with any centralised exchange. We reserve the right to reject and refuse to fulfil any transaction you seek to perform with the FlowNet Wallet (including any transfer or deposit of digital assets to (or from) the FlowNet Wallet) where you have used or designated an External Wallet associated with a centralised exchange. If any such transaction is processed, we assume no responsibility or liability for any loss, damage or penalty resulting from your use or designation of an External Wallet associated with a centralised exchange.

7.43 In the event of any loss, hack or theft of Digital Assets from the FlowNet Wallet or External Wallets, you acknowledge and confirm that all risks in relation to the security of such wallets and the Digital Assets stored in such wallets shall be borne entirely by you, and you further acknowledge and confirm that you shall have no right(s), claim(s) or recourse or cause of action in any way whatsoever against us.

7.44 Our obligation to provide you with the FlowNet Wallet and to use the FlowNet Wallet for any transaction (including permitting you to withdraw the Digital Assets deposited with us) shall be subject to your compliance with these Terms. We reserve the right to reject and not fulfil any transaction you seek to perform with the FlowNet Wallet where you are in breach of these Terms. In the event that we are unable to process your request to withdraw the Digital Assets reflected in the FlowNet Wallet due to your breach of these Terms or loss of access to the FlowNet Wallet, we may, at our sole and absolute discretion, hold such Digital Assets or do such other acts as we may determine and shall not be obliged to return or deliver any Digital Assets to you. You shall also provide to us at such time as we may require, the address(es) of the relevant External Wallet(s).

7.45 Upon validation and verification of transfers of the supported Digital Assets from your External Wallets to our Digital Asset wallets on the relevant blockchain as successful and complete (with a transfer being considered successful and effected with the required confirmation on such blockchain), save as provided for under these Terms, such transfer shall be deemed to be final and reflected in the relevant FlowNet Wallet.

7.46 It is your sole responsibility to ensure that there is no attempt to double spend and that your transfer of any supported Digital Assets to the FlowNet Wallet is not in violation of any applicable laws, regulations or rules. In the event that we discover any double spending of (or attempt to double spend) Digital Assets with respect to the Digital Assets transferred to your FlowNet Wallet, or that your transfer of Digital Assets is determined by us to be in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such transfers of Digital Assets are reflected as validated and verified on the relevant blockchain, that your transfer of Digital Assets to the FlowNet Wallet will be regarded as invalid, void and/or a nullity, and:

(a) we shall have no obligation to provide, and you shall have no right to transfer or withdraw, such Digital Assets transferred to the FlowNet Wallet, whether such transfer was validated and verified on the relevant blockchain as successful and complete or otherwise; and

(b) you shall indemnify us for all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including legal fees and/or costs necessary to establish the right to indemnification) as may be incurred by us arising from your actions.

7.47 For the avoidance of doubt, we may, at our sole and absolute discretion, designate a different Digital Asset wallet or set of wallets for each FlowNet Wallet. In such a case, in the event of a transfer of supported Digital Assets between two (2) separate FlowNet Wallets, you acknowledge and agree that the source wallet will be treated as if it were an External Wallet for the purposes of the transfer, and this provision shall apply accordingly with the necessary modifications.

8. General Provisions

Representations and warranties

8.1 The Customer represents and warrants that at all times while these Terms remain in effect, any and all agreements between the Customer and its End Users:

(a) do not include terms that prohibit the disclosure and transmission of end-customer information to FlowNet and FlowNet’s Service Providers, regardless of the jurisdiction;

(b) include terms that disclaim all of FlowNet’s liability as well as that of FlowNet’s Service Providers to the Customer and the Customer’s End User for loss of profits, loss of interest, loss of business revenue, loss of anticipated savings, loss of business, damage to business reputation or goodwill, any and all indirect, incidental, consequential, special and exemplary damages (whether or not FlowNet has been advised of the possibility of such damages) to the extent permitted by law;

(c) include terms that limit any damages, under any legal or equitable theory, to fees received by FlowNet or FlowNet’s Service Providers for provision of Services to the Customer and/or the Customer’s End User(s), to the fees paid by the Customer to FlowNet during the three-month period immediately preceding the date that the cause of action arose to the extent permitted by law.

8.2 The Customer hereby agrees, to the extent permitted under the applicable laws and regulation, to indemnify and hold harmless FlowNet promptly upon demand from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable (including any penalties incurred), liabilities, interest, costs, charges, expenses and fees (including legal fees, experts’ fees and consultants’ fees on a full indemnity basis) which FlowNet may suffer or incur in connection with any potential claims against it by any End User of the Customer.

8.3 The Customer further represents and warrants that at all times while these Terms remain in effect:

(a) the Customer must comply with industry best standards including without limitation, those relating to security issues, non-disclosure of information and transaction documents, retention and storage of personal and transaction information and other security procedures adopted by industry best standards;

(b) the Customer shall comply with all applicable laws, rules and regulations of the jurisdictions in which the Customer operates, including laws regarding privacy and protection of consumer information;

(c) the Customer’s products and/or services do not infringe or violate the Intellectual Property Rights of any third party and do not contain any content which violates any applicable laws, regulation or third party right.

(d) the Customer will use FlowNet Services only for the products and/or services and at the sites that the Customer has declared to FlowNet;

(e) all information herein contained and provided by the Customer is true and accurate in all respects and not misleading in any respect;

(f) the Customer shall maintain and observe all reasonable security measures to protect the Customer’s systems and data contained therein from unauthorised control, tampering or any other unauthorised access where the Customer’s systems shall mean computer systems operated by the Customer or on the Customer’s behalf, or by the Customer’s End User, that capture or store end-customer information or that transmit end-customer information to FlowNet and/or FlowNet’s Service Providers. FlowNet will not be liable for the disclosure, monitoring, loss, alteration or corruption of such data to the extent that it results from the Customer’s failure to implement reasonable security measures to protect against the unauthorised use of facilities, computers network access devices and passwords. In the event that the Customer requires FlowNet to retain the service of a forensic investigator, the Customer will be charged for any expenses incurred in those assessments and FlowNet shall not be responsible for any compromise in the Customer’s systems and/or data;

(g) the Customer has the full power, capacity and authority to enter into and perform these Terms, and if you are an individual, be at least 18 years old; if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms and shall ensure that it seeks all relevant regulatory, third-party and shareholder approvals (as applicable) to entitle it to perform and complete its obligations under these Terms;

(h) the Customer is duly incorporated or established and validly existing under the laws of the Customer’s country of incorporation or establishment;

(i) the Customer has adequate resources to make payment in accordance with the provisions of these Terms and the Customer is not in receivership or liquidation, has taken no steps to enter liquidation and no petition has been presented for the Customer’s winding-up and there are no grounds on which a petition or application could be based for the Customer’s winding-up or appointment of a receiver;

(j) all goods and/or services sold by the Customer are not goods and/or services prohibited by law and good morals or that would reasonably be expected to expose FlowNet’s image or reputation to risk;

(k) the Customer does not and at all times will not engage in any money laundering and/or terrorism financing activities in contravention of any applicable laws, and the Customer agrees that FlowNet may refuse to execute any transaction, order or payment if it is suspected that any monies have been obtained from illegitimate sources, or that any fraud or illegality is involved;

(l) the Customer shall not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including but not limited to illegal gambling, machine-gunning (repetitive and excessive execution), misuse of indicative pricing for benchmarking, money laundering, fraud, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the law; and

(m) the Customer agrees that these Terms constitute legal and binding obligations on it.

8.4 Upon failure of any of the above representations and warranties, the Customer agrees that FlowNet is entitled to terminate these Terms immediately by written notice and the Customer shall be responsible for all loss or damage incurred by FlowNet by reason of such failure.

8.5 YOU HEREBY AGREE NOT TO HOLD FLOWNET RESPONSIBLE FROM ANY LOSS AND/OR DAMAGE RESULTING FROM ANY TRANSACTION, AND HEREBY AGREE NOT TO SEEK ANY REMEDY AGAINST FLOWNET WITH RESPECT TO THE TRANSACTION. CRYPTOGRAPHIC TRANSACTIONS ARE BY NATURE IRREVERSIBLE AND FLOWNET HAS NO CONTROL OVER ANY TRANSACTION AND IS NOT ADVISED OF THE TERMS THEREOF; FLOWNET CANNOT MAKE ANY WARRANTIES REGARDING THE TRANSACTION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING THE FAIRNESS OF THE PRICING OF THE TRANSACTION. BY USING, ACCESSING, OR OTHERWISE VISITING OUR SERVICES YOU HEREBY ACKNOWLEDGE, AGREE, AND REPRESENT THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES.

8.6 KINDLY NOTE THAT THERE MAY BE SITUATIONS WHERE THE TRANSACTION(S) CARRIED OUT MAY NOT BE CORRECTLY MATCHED OR SETTLED (FOR EXAMPLE, INCORRECT TRANSACTION INFORMATION IS PROVIDED). IN THIS CASE, FLOWNET MAY, AS DETERMINED ACCORDING TO THE APPLICABLE CIRCUMSTANCES UNDER FLOWNET’S ABSOLUTE SOLE DISCRETION, TO HAVE YOUR TRANSACTION REFUNDED, OR TO HAVE THE CORRESPONDING DIGITAL ASSET CREDITED TO YOUR ACCOUNT. UNDER EACH CIRCUMSTANCES, YOU MAY BE LIABLE TO BEAR THE CORRESPONDING PROCESSING FEES, OR EXCHANGE RATE FLUCTUATION, AS MAY BE APPLICABLE OR AS OTHERWISE PUBLISHED BY FLOWNET OR THE PAYMENT INSTITUTIONS FROM TIME TO TIME.

Termination with and/or without cause

8.7 Notwithstanding anything contained in these Terms and in addition to any express termination provisions set out herein, these Terms may be terminated at any time by either Party by giving thirty (30) days’ written notice to the other Party, provided that the termination shall not affect the validity of any agreed transactions prior to termination.

8.8 If either Party (“Defaulting Party”) defaults in the performance of any provision of these Terms, the other party (“Non-defaulting Party”) may give written notice to the defaulting party to have the default cured within fourteen (14) days. If the Non-defaulting Party fails to cure the default within the period set out in the notice, the Non-defaulting Party may immediately terminate these Terms by giving written notice to the Defaulting Party.

8.9 Either Party may immediately terminate these Terms upon the occurrence of an Insolvency Event in respect of the other Party by providing written notice to such other Party.

8.10 In the event that FlowNet reasonably believes that the Customer’s conduct (including negligently, recklessly or intentionally transmitting inaccurate and/or incomplete data to FlowNet or FlowNet’s Service Provider) or the Customer’s products or services violate applicable laws, potentially allow for online fraud or otherwise howsoever (potentially or actually) facilitate or relate to any online fraud or pose a security, infringement or other threat to FlowNet’s systems, equipment processes, or Intellectual Property Rights, FlowNet will provide the Customer with written notice of the threat and shall be entitled in its sole discretion to:

(a) require the Customer to remedy the threat within a specified number of days, and to terminate these Terms in the event the Customer fails to remediate the threat to the satisfaction of FlowNet within the specified period; or

(b) terminate these Terms immediately.

8.11 In addition, FlowNet reserves the right to temporarily suspend the Customer’s User Account during the period that the aforementioned threat remains uncured, and to permanently deactivate the Customer’s User Account without further notice upon the termination of these Terms.

Use of Intellectual Property and Trademarks

8.12 During the period of these Terms, the Parties may, subject to the other Party’s prior written consent, use each other’s trademarks in materials and communications referring or relating to the Services rendered by FlowNet to the Customer. Upon termination or expiration of these Terms:

(a) each Party shall immediately discontinue the other Party’s products and services;

(b) each Party shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties;

(c) each Party agrees not to act in any way that may damage the reputation of the other Party or the other Party’s products or services;

(d) the Customer shall cease to promote, solicit or procure orders for the Services;

(e) the Customer shall uninstall and cease all use of the application programming interfaces and Documentation, and return the same to FlowNet within thirty (30) days; and

(f) each Party shall, within thirty (30) days of a written request from the other Party, return or destroy any and all Confidential Information or Intellectual Property of the other Party, at the disclosing Party’s discretion.

Surviving provisions

8.13 Any right of FlowNet which by nature, should survive termination of these Terms, shall survive the termination of these Terms.

Fees and charges

8.14 FlowNet shall be entitled to apply the applicable fees and charges in connection with the performance of its obligations hereunder as set out in the Engagement Letter.

8.15 If there are any factors which, in FlowNet’s sole discretion, necessitate an increment of any fee or charge for any Service, the Customer agrees that FlowNet is entitled to amend the fee or charge without prior notice to the Customer.

Taxes

8.16 The Customer acknowledges and agrees to bear all taxes and levies, including goods and services tax and other similar taxes and levies as may be imposed under applicable laws on any transactions entered into pursuant to these Terms (other than FlowNet’s income tax). In the event that the Customer fails to do so and FlowNet pays such taxes or levies on the Customer’s behalf, FlowNet will be entitled to claim full reimbursement from the Customer, including any interest and/or penalty payment that may be levied by any governmental authority, to the extent permitted by law. Payment of fees under these Terms shall be made in full, free and clear of any deductions and setoff and without deduction or withholding for or on account of any present or future taxes now or hereafter withheld or assessed by any governmental authority. If any such taxes are required to be withheld from any amounts payable to FlowNet, the amount that the Customer pays to FlowNet shall be increased to the extent necessary to yield to FlowNet (after deduction or withholding of all such taxes) a net amount equal to the amount FlowNet would have received had no such deduction, assessment or withholding been made. To the extent permitted by applicable laws and regulation, the Customer also agrees to indemnify, defend and hold FlowNet and its employees, officers or agents harmless on an after-tax basis for any claim, liability, assessment or penalty with respect to any taxes associated with or arising from any relevant matter.

8.17 The Customer understands and agrees that neither FlowNet nor its third-party vendors can guarantee the accuracy of any tax, GST or VAT rates obtained from tax authorities.

Receipts

8.18 The Customer shall issue receipts and tax invoices or any evidence of receipt to End Users as prescribed by applicable laws and regulation.

Force Majeure

8.19 The Customer acknowledges and agrees that if the Services hereunder encounter force majeure or any causes beyond FlowNet’s control, FlowNet shall use its reasonable endeavours and to the extent commercially practicable, notify the Customer as soon as possible upon such event, and the Customer shall not raise such event to claim any damages against FlowNet and shall notify FlowNet immediately of such error. FlowNet will use its best efforts to solve the problem within a reasonable time, and the Customer agrees to fully assist and cooperate with FlowNet to solve such problem.

Indemnity

8.20 The Customer agrees to defend, indemnify and hold FlowNet, its officers, directors, employees and agents, successors and assigns (collectively, “Indemnified Parties”, and each an “Indemnified Party”) harmless from and against any and all damages, costs, losses and expenses (including legal costs on a full indemnity basis) and other liabilities to third parties (including but not limited to claims by FlowNet’s Service Providers, as well as penalties imposed by regulatory authorities for breach of any applicable laws and regulation) to the extent permissible by law which are attributable to the negligence, fraud or willful default of the Customer in performance of its obligations under these Terms.

8.21 An Indemnified Party may claim an indemnity from the Customer under these Terms by providing written notice to the Customer setting out details reasonably known to the Indemnified Party relating to the claim.

Unauthorized Usage

8.22 If an End User of the Customer claims that an unauthorised payment or fraudulent transaction is made via the FlowNet platform, the Customer shall provide relevant proof that the transaction has been properly executed and, where applicable, that the goods or services have been delivered. Admissible proof includes closed-circuit television records in relation to the Customer’s office or any other relevant place where the Customer conducts its business operations, online transaction logs and any police report. The specific type of proof is subject to the nature of the products or services and must be reasonable for its purpose. If the Customer fails to provide such proof or the proof provided is not adequate or the unauthorized payment is due to the Customer’s willful default or negligence, the Customer shall reimburse FlowNet for any losses sustained and such losses may be set off against any amount owed by FlowNet to the Customer.

Non-public information

8.23 Unless stated otherwise, all non-public information relating to either Party including, but not limited to, its personal data, sensitive personal data, investment strategy, holdings, and products or services acquired in connection with the Agreement (“Confidential Information”) shall be treated as private and confidential at any time during the term of the Agreement and after the termination of the Agreement and shall not be disclosed to any third party without the prior written consent of the other Party.

Disclosure

8.24 Each Party may disclose Confidential Information:

(a) to their employees, officers, agents, counsels, related corporations, auditors, professional advisers or other representatives who are involved in the provision of the Services or, in FlowNet’s case, to those persons who need to know such Confidential Information for the purpose of performing the Services; or

(b) which it is bound to disclose under any applicable laws or regulation or by request of any governmental regulator.

8.25 Unless stated otherwise, FlowNet shall be under no duty to disclose to the Customer, or in making any decision or taking any action in connection with the provision of the Services to take into account, any information or other matters which come to the notice of FlowNet, its affiliates or any of FlowNet’s (or FlowNet’s affiliates’) employees, directors, or agents where:

(a) this would, or FlowNet reasonably believes that it would, be a breach of any duty of fidelity or confidence to any other person; or

(b) the information or matter does not come to the actual notice of the account executive or other individual providing the Customer with the Service in question.

Limitation of liability

8.26 Neither Party excludes liability for death or personal injury arising from its negligence or that of its subcontractors as a result of performing its obligations under these Terms.

8.27 The liability of FlowNet, with respect to any loss suffered by the Customer arising from any subject matter of these Terms under any contract, negligence, strict liability or other legal or equitable theory, shall be limited to the total fees paid by the Customer to FlowNet during the twelve (12) months immediately preceding the date that the cause of action arose.

8.28 The Customer shall be liable to FlowNet for any loss of profits, loss of interest, loss of business revenue, loss of anticipated savings, loss of business, damage to business reputation or goodwill, any and all indirect, special or consequential damage or loss suffered or incurred, arising out of any breach of these Terms by the Customer, and for the purposes of these Terms, indirect, special or consequential damage or loss shall include the incurring of liability for loss or damage of any nature whatsoever suffered by third parties, except for the indemnification as set out in Clauses 8.20 and 8.21 above.

8.29 Without prejudice to any other provisions in these Terms, the Customer agrees that FlowNet shall have no liability to the Customer for any delay or refusal to execute any payment, transaction or perform any obligations without notice to the Customer, if FlowNet reasonably suspects or is of the reasonable opinion that there is or may be any contravention of any applicable laws, regulation, rule or code, or that if FlowNet were to proceed with such execution, FlowNet would otherwise be in breach of any duty, law, code, rule or regulation applicable to FlowNet.

8.30 The Customer shall bear all collection risk (including, without limitation, chargebacks, credit card frauds and any other type of frauds) in accordance with any relevant payment scheme rules set out by any applicable payment service provider with respect to sales of the Customer’s products and/or services.

8.31 The Customer understands and agrees that FlowNet has no obligation to attempt to monitor or regulate the content of the Customer’s products or services.

8.32 Where FlowNet funds the settlement with the Customer, FlowNet shall have the right to withhold payment from the Customer if any of the following circumstances occur:

(a) in the event that irregularities are detected in respect of the transaction presented by the Customer or that FlowNet has reason to believe that the transaction presented by the Customer has not been issued for the legitimate supply of products or services or is fraudulent or illegal, FlowNet is entitled to withhold payment until FlowNet has examined or obtain supporting proof from the Customer with FlowNet considers satisfactory, and in the event the transaction is, in FlowNet’s opinion, not valid, no payment shall be made by FlowNet; or

(b) the Customer is identified by a third-party payment scheme it is subscribed to, or is suspected by FlowNet, to be a Point-Of-Compromise.

8.33 NOTWITHSTANDING AND WITHOUT LIMITING THE TERMS HEREUNDER, YOU AGREE, UNDERTAKE, UNDERSTAND, AND OTHERWISE REPRESENT THAT FLOWNET WILL NOT BE LIABLE FOR LOSSES OR DAMAGES ARISING OUT OF OR IN RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY US AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USER’S ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGES CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ANY ACTIONS WITHOUT AUTHORISATION BY US.

8.34 FLOWNET MAKES NO GUARANTEE THAT FLOWNET OR THE SERVICES WILL BE CONTINUOUSLY AVAILABLE OR THAT ANY REQUESTS WILL BE PROCESSED WITHOUT INTERRUPTION, DELAY OR ERROR.

8.35 YOU ARE SOLELY RESPONSIBLE FOR YOUR INVESTMENT DECISIONS AND FLOWNET SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY INCUR WITH RESPECT TO, OR OTHERWISE IN CONNECTION WITH THE SERVICE OR ANY TRADE REQUESTS.

Digital Assets

8.36 The Customer acknowledges that the value of Digital Assets can go up and down depending on various factors. As such, FlowNet shall not be liable for any direct, indirect or consequential loss or damages suffered by the Customer (or any affiliate or Related Party of the Customer) including but not limited to loss of profits, loss of business, loss of opportunity, loss of anticipated savings, loss of data, depletion of goodwill, damage to reputation and like loss in relation to or resulting from the following circumstances, except for the following circumstances caused by FlowNet’s gross negligence, fraud or willful default (which shall be treated as material breaches of the Agreement):

(a) changes in applicable laws, regulation, governmental policies, or any governmental decision that have the effect to prohibit, withdraw or suspend any Digital Asset-related trading or payment activities;

(b) the occurrence of a liquid or illiquid market, unusual market conditions, forking, abnormal price volatility, and information asymmetry in relation to Digital Assets;

(c) other issues with and risks in relation to the Digital Asset Network, including failure of, or viruses or glitches affecting, that network;

(d) total or partial interruption or a blockage of the telecommunications networks or electrical network that impede or prevent market access or market performance;

(e) shutdown of any exchanges that FlowNet may use, where trading becomes incapable of being executed, including any downtime (scheduled or unscheduled), outage or any insolvency or bankruptcy of such exchanges;

(f) any trading suspension or termination by exchanges for whatever reason;

(g) any changes made to the underlying technology that may dilute the value of an existing Digital Asset position, including “forks”, “rollbacks” or failure to operate as intended;

(h) any issues relating to interoperability between FlowNet’s software and that of any Digital Asset Network, including but not limited to any loss caused as a result of FlowNet not updating software in response to a code update within a Digital Asset Network; or

(i) any other situation where the loss caused is beyond the reasonable control and not caused by intentional acts or omissions of FlowNet.

8.37 FlowNet will disclose to the Customer the proposed exchange rate for a conversion of Digital Assets to fiat currency, from fiat currency to Digital Assets or from Digital Assets to Digital Assets prior to such Transaction being executed. While FlowNet will use reasonable endeavors to ensure that the Transaction is executed at the same exchange rate as that which was disclosed, the Customer acknowledges that due to the high-volatility nature of Digital Assets, the exchange rate may change between the time of disclosure and the time of execution. The Customer further agrees that FlowNet shall have no liability to the Customer to account for, make up or reimburse any difference or loss arising from such change in the exchange rate.

8.38 These Terms shall supersede any other prior agreement or arrangement between the Parties in respect of their subject matter (including any Service).

8.39 By executing these Terms, the Customer acknowledges and agrees that its personal data will be collected, used and/or disclosed by FlowNet in accordance with its privacy policy. In particular, the Customer acknowledges and agrees that its personal data will be used by FlowNet (without limitation to the purposes set out in FlowNet’s privacy policy) for the purposes for which such personal data was provided pursuant to these Terms.

8.40 The Customer agrees, understands and acknowledges that:

(a) FlowNet reserves the right to reject or delay executing any instruction from the Customer if any such instruction is, in its sole determination, unclear, conflicting, inaccurate, incomplete, in an unapproved format or being transmitted via an unapproved communication channel or unauthorised person, or FlowNet suspects the instruction to be fraudulent or not otherwise authentic, or in breach of any of the security procedures of FlowNet and/or any applicable laws or regulation;

(b) Sale Digital Assets will be created and delivered to the Customer at the sole risk of the Customer on an “as is” basis and no representation or warranty is made in respect of the Digital Asset Network applicable to the Sale Digital Assets;

(c) Sale Digital Assets involve significant risks, all of which the Customer fully and completely acknowledges and assumes, including the risk that the Sale Digital Assets may decrease in value over time and/or lose all monetary value;

(d) personal data of the End User may be required by FlowNet in order to fulfil its obligations under these Terms or any referral agreement between FlowNet and the Customer and to provide the End User with the necessary log-in information to FlowNet’s platform. Accordingly, the Customer agrees to provide such End User’s personal data (as and when required by FlowNet) to FlowNet and the Customer shall ensure that any disclosure of such personal data occurs in accordance with applicable laws and regulation;

(e) the Customer authorizes and grants FlowNet the irrevocable consent to make the necessary checks and enquiries on the Customer, and obtain from any person, and/or verify with any source and/or disclose or release any information and/or data on the Customer to any person or source as FlowNet may, from time to time, deem fit or appropriate, without any liability or notice to the Customer;

(f) FlowNet has the sole discretion to reject the proposed appointment of any Authorized Person without assigning any reason;

(g) all risk of unauthorized instructions, forgery, fraud, misunderstandings, errors and operational failure on the part of the Customer shall lie solely with the Customer;

(h) FlowNet shall be indemnified from and against any and all losses resulting directly from any communication and/or instructions issued or purported to be issued by the Customer, including those arising from the acceptance or execution (including where issued, or purported to be issued, in the name of an Authorized Person);

(i) each Party shall not be held responsible for any non-performance or delay of any of its obligations that is caused by circumstances beyond its control, which includes acts of God, terrorism or the threat of terrorism, sabotage, equipment failures, hacking events, issuance or operation of any adverse governmental law or regulation, or any other emergency that prevents each Party from operating normally in accordance with the Agreement;

(j) save for any fraud, wilful default and gross negligence on the part of FlowNet, FlowNet shall not be held responsible for any delay in confirmation of any transactions on a Digital Asset Network and shall not be liable for any losses (whether direct or indirect) that the Customer might suffer as a result of such delays. The Customer shall factor in such possibility of delays in confirming any transaction prior to executing any transactions with FlowNet;

(k) the Customer further agrees, represents and warrants that the Customer is solely responsible for any decision to enter into a Transaction subject to these Terms, including the evaluation of any and all risks related to any such Transaction, and in entering into any such transaction, the Customer has not relied on any statement or other representation of FlowNet other than as expressly set forth herein; and

(l) FlowNet reserves the right to amend and update these Terms as and when FlowNet deems it necessary.

API Usage

8.41 Any use of our API service, including the API through a third-party product/service that accesses our Services, is bound by these Terms. You expressly understand and agree that FlowNet bears no responsibility and shall not be held liable for any damages or losses resulting from the incorrect use of our API or your use of any third-party products/services that access data through our API. You always remain responsible for the integration and use of our API.

Third-party rights

8.42 A person who is not a party to these Terms has no right to enforce any provision of these Terms.

No assignment

8.43 Each Party may not assign its rights under these Terms without the prior written consent of the other Party, except that FlowNet may at any time assign its rights under these Terms to any of its affiliates provided that FlowNet shall provide 30 days’ prior written notice to the Customer.

Illegality

8.44 If any term or provision (or part thereof) in these Terms shall be held to be illegal or unenforceable under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the enforceability of the remainder of these Terms shall not be affected.

No waiver

8.45 No failure or delay by a Party in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

Complaints

8.46 Any complaints about FlowNet or any Service should first be addressed to FlowNet at [email protected]. You agree that all responses from FlowNet relating to such complaints may be sent to you by email.

Governing Law and Arbitration

8.47 These Terms, and any disputes arising out of or relating to these 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.

8.48 Any dispute, controversy, difference or claim arising out of or relating to these 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.

CLASS ACTION WAIVER

8.49 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 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.

Whole agreement

8.50 These Terms (together with the Engagement Letter and any other documents referred to herein as forming part of the Terms) constitute the whole agreement (the “Agreement“) between the parties hereto and no variations or amendments hereto proposed by the Customer shall be effective unless consented to by FlowNet in writing.

Risk Disclosures

YOU EXPRESSLY AGREE THAT YOUR USE OR NON-USE OF THIS SERVICE AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THESE TERMS, THE SERVICES, ALL PRODUCTS AND SERVICES PROVIDED TO YOU THROUGH THIS SERVICE AND RELATED SERVICES PROVIDED TO YOU ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND FLOWNET AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, RELIABILITY OF THIS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. FLOWNET DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF THE TECHNOLOGY AND INFORMATION IN CONNECTION WITH THIS SERVICES OR OTHER SERVICES PROVIDED BY FLOWNET.

Before you pay your service provider any money or Virtual Assets (VA), you should be aware of the following.

You should not transact in the VA if you are not familiar with this VA. This includes how the VA is created, and how the VA you intend to transact is transferred or held by your VA service provider.

You should be aware that the value of VAs may fluctuate greatly. FlowNet does not make any express or implied warranties regarding the market, value or price of VA. You should buy VAs only if you are prepared to accept the risk of losing all of the money you put into such tokens. FlowNet shall not be responsible for any of these risks or losses or any other adverse consequences.

Safeguarding and segregation of customer assets

Assets of our customers are segregated from FlowNet’s own assets (using a separate wallet and blockchain address) and held for the benefit of our customers. All our customers’ assets are held in an omnibus wallet on a commingled basis as permitted under applicable regulation.

Due to the maintenance of our customers’ assets in an omnibus wallet on a commingled basis, customers share the risk of any shortfall in such segregated assets in the event of FlowNet’s insolvency. Upon such insolvency event occurring, customer assets will not be available to satisfy claims of general creditors, but will instead be claimable only by customers in proportion to their entitlement, on a pro rata basis.

Safeguarding of relevant money

FlowNet will safeguard any monies received in relation to the use of the Services. All relevant money will be held by FlowNet on your behalf by placing it in a trust account, which is segregated from our own proprietary accounts, at our custodial financial institution.

Conflicts of Interest

As FlowNet provides a broad range of financial services, FlowNet may face potential or actual conflicts of interest in the course of providing the Services to its customers.

FlowNet uses various measures to prevent or mitigate conflicts of interest, which include but are not limited to the following:

a. clear governance rules relating to the handling and management of third-party relationships;

b. mandatory legal, risk and compliance reviews to monitor if certain business practices or Services will give rise to conflicts of interest;

c. provision of internal guidance and training on the handling and disclosure of conflicts of interest;

d. employee compliance policies and directives that require employees to disclose, monitor and report conflicts of interest that arise involving employee(s), FlowNet and/or a customer.

In the event where it is not possible to prevent or mitigate conflicts of interest that may arise, FlowNet shall disclose the conflicts of interest using the appropriate medium and format as FlowNet deems appropriate.

Other customer disclosures

There is no guarantee that FlowNet will support entitlements or the customers’ exercise of any right and power arising from ownership of the assets during a Network Event.

If the following occurs (each being a “Network Event”), FlowNet may, acting reasonably and in its sole and absolute discretion, determine:

a. in the event of an airdrop, where the attempted distribution or distribution by a VA network of its VA to VA addresses of a supported network, whether to credit any VA received by FlowNet to the customer, and upon what terms to do so, such decision remains with FlowNet at all times;

b. in the event of a Network Event which results in loss of ownership or control of digital payment tokens, how such loss is apportioned; and

c. whether to halt trading of a specific VA for any period of time, or which period of time may be extended.