GENERAL TERMS & CONDITIONS

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1. Overall

The terms and conditions set forth within this General Terms & Conditions (Terms) pertain to the Master Services Agreement (MSA) and are applicable to the entirety of Conduit’s platform and services. In the event of any conflict or inconsistency between these Terms and the terms of any other agreements, contracts, or understandings, whether written or oral, entered into between Conduit and Client, these Terms shall prevail and control. Additional terms and conditions may apply to specific services and shall be described in the applicable section or agreement describing such services. Definitions provided throughout the MSA, the MSA Order Form, these Terms, any MSA’s addenda or attachments, and any other Conduit document shall be equally applicable to the singular and plural forms, past and present tense, and either gender. English language controls; any translation of the MSA, these Terms, the MSA Order Form, or any other Conduit agreements, contracts, or documents are provided for convenience only and may not accurately represent the information in the original English language version of such document. Titles and subtitles used herein are for convenience only and shall not be considered in the interpretation of the MSA or these Terms. Phrases like “such as” do not limit the scope of the preceding provision, the word “or” will be read to link alternative terms or link any combination of the preceding terms, and the word “and” among alternative terms requires all linked terms.

By signing an MSA Client agrees to (i) be legally bound by the Master Services Agreement and other applicable agreements for Conduit’s various services that Client may use, (ii) be legally bound by Conduit’s Confidentiality and Mutual Non-Disclosure Agreement, which is included at the end of the Terms as ADDENDUM A, (iii) receive all agreements, communications, contracts, disclosures, notices, and any other items electronically to either the email address(es) listed on the MSA or any other email addresses you may subsequently provide to Conduit, or via the Conduit platform, and to our Electronic Records & Signature Agreement (E-Sign Agreement), which is included at the end of the Terms as ADDENDUM B, and understand that agreeing to our E-Sign Agreement has the same legal effect as a physical signature, (iv) be solely responsible for obtaining and/or using and/or subscribing to any hardware and/or software equipment and/or products and/or services that may be required to access or use the Conduit platform or services and acknowledge that certain hardware and/or software that may be necessary to enable your access or use of the Conduit platform or services, (v) your Legal Representative being designated as your Super Administrator, which means granting them ultimate authority over your relationship with Conduit, (vi) fully and unconditionally authorize us as your agent (attorney-in-fact) to act on your behalf in opening accounts and transacting with asset providers as may be required to provide you with our services and acknowledging that this authorization for Conduit to act as your agent (attorney-in-fact) is coupled with an interest and is irrevocable so long as you have platform access or the parties maintain our business relationship, (vii) authorize Conduit, and our asset provider partners including but not limited to our banking partners and digital asset partners (Asset Providers), to process your requests, including transaction requests, for our provided services, (viii) the MSA Order Form discloses pricing for our services, other costs and fees can be found in these Terms, and we reserve the right to revise our pricing, costs, and fees at any time by providing you with notification by the end of a month at least one (1) month prior to effective date and your continued usage of our platform and services post effective date constitutes acceptance thereof, and (x) expressly confirming that the distribution of the MSA and any other documents by Conduit are all handled electronically and in doing so, are deemed to occur exclusively within the jurisdiction of the state of Montana (Montana) in the United States of America (“USA” or “US”) and to have been signed and submitted, whether electronically or otherwise, within the boundaries of Montana, except where otherwise specifically noted. Despite the preceding, in certain jurisdictions the distribution, offer, receipt, or use of Conduit’s services may be restricted by law and no action has been made, nor is any action planned, to allow the distribution, offer, receipt, or use of Conduit’s services in such jurisdictions. Natural persons and legal persons (collectively “persons”) are responsible for determining their local laws and regulations and observing applicable restrictions. The contents of the MSA and any other Conduit documents or information are not to be construed as providing any form of legal, tax, or other advice. 

2. Due Diligence

Pursuant to regulatory compliance requirements, prior to fully executing an MSA, Client will need to provide (i) certain data about you, (ii) your Legal Representative, and (iii) your investor(s). Depending on the jurisdiction, Conduit may also require data on your Users before, or promptly after, generating an asset account for that User.

Federal laws in most countries, including the US, require businesses operating in the financial services industry to obtain, verify, and record data that identifies each person who attempts to open an account to help the government fight the funding of terrorism and money laundering activities. Conduit complies with the legal requirements of all countries we serve, listed here. To comply with these regulatory requirements, when seeking a relationship with Conduit, you will need to provide the details requested in the Master Services Agreement CLIENT INFO table, plus we may require some or all of the following:

• Articles of incorporation (registration papers)
• Current recent certificate of good standing (a certified document from your local government indicating that Client is presently authorized to conduct business)
• Recent bank statement and/or utility bill (“recent” = dated within the past 60 days)
• Legal Representative’s contact details (full legal name, email address, mobile phone number)
• Investor contact details (≥x% direct or indirect ownership (“Ultimate Beneficial Owners” or “UBOs”)) (full legal name(s), email address(es), mobile phone number(s))
• The Client’s primary business activity / activities and industry classification(s)
• Directors' contact details (full legal names, email addresses, mobile phone numbers)
• Other business details that we may request

Conduit provides this data, or you will be sharing this data directly, with our third party identity verification (IDV) service providers. Conduit will also be sharing this data with our financial partners, regulators, and other partners or vendors when relevant or required.

The LR, UBOs, Directors, and in certain jurisdictions others delegated access by the Super Administrator (Delegates) and your Users, will need to go through Conduit’s IDV process. The LR, UBOs and Directors need to complete the IDV process prior to platform activation. Where Delegates and Users IDV processes are required, the timing will vary; however, for Users the latest will be promptly after account opening. The LR, UBOs, Directors, Delegates, and Users should have the following data and items available before starting to ensure a smooth and successful IDV process:

• Full legal name (all given name(s) and surname(s))
• Current residential address (no P.O. Boxes, mailing addresses, or shipping addresses)
• Recent bank statements and/or utility bills may be required, so have them available
• Date of birth
• Biometrics (typically ability to take a selfie picture and video; therefore mobile phones are best)
• Valid (non-expired) government-issued photo identification (e.g., drivers license, tax identification, voter registration, or passport)
• Tax identification number

Conduit provides this data, or the persons will be sharing this data directly, with our third party IDV service providers. You shall inform us if any of the data discussed within this paragraph 2 regarding you, your LR, UBOs, Delegates, or Users is about to become inaccurate, or within 10 business days of it becoming inaccurate, to keep it current, complete, and accurate.

Conduit and its third party IDV service providers rely on your certification as to the accuracy of the data you, your LR, UBOs, Directors, Delegates, and Users provide at inception of the relationship and throughout the life of the relationship. By providing this data you are all expressly authorizing Conduit and its third party IDV service providers to perform upfront and ongoing research on you, your LR, UBOs, Directors, Delegates, and Users as the case may be. This upfront and ongoing research authorization may include, but is not limited to, financial situation and status, registration and status, licensing and regulatory registration and status, legal situation and status, and tax and/or credit behavior including obtaining and reporting such behavior to credit reporting agencies. It is your responsibility to obtain authorization from your LR, UBOs, Directors, Delegates, and Users to share that data with us and by providing this data to us you are hereby swearing or affirming that you have obtained the proper authorizations to provide it to us. Conduit may require that you provide us with certain documents or data going forward, some of which may be on an ongoing basis with a regular cadence, and your failure to provide such documents or data within the requested timelines may result in a suspension or revocation of platform access or transaction privileges.

Conduit and our Asset Providers may deny, restrict, or suspend platform access or transactional requests or transactions at any time, including due to regulatory compliance alerts, concerns, or issues. Such denials, restrictions, or suspensions shall not be removed or lifted until all such alerts, concerns, or issues are resolved.

3. Services Provided

Conduit shall provide the services described in the MSA Order Form. The parties may sign additional MSA Order Forms for different use cases.

3.1 Platform Access & Usage

Upon receipt of a fully executed MSA, Conduit will provide platform access to the Client. Conduit agrees to provide username and password keys, a shared Slack workspace, documentation in English, and a group email address to provide direct support to Client’s team.

3.2 Beta Services

Periodically, Conduit may make services, or certain service features, that are in beta form (aka pre-release, testing, limited release, etc.) available for Client’s use. Beta services are intended for evaluation purposes and are not ready for widespread production release. Access to, and use of, beta services may be subject to additional agreements, feedback, prices, requirements, or responses. While beta services are not considered “Conduit services” under the MSA, they are still subject to the MSA and these Terms. Any beta services provided shall have their trial period expire if / when the beta service goes into widespread production release and is recategorized as a “Conduit service”. Conduit reserves the right to cancel, discontinue, remove, or revise beta services at any time and may never make them available as a “Conduit service”. All beta services are provided AS IS AND WITHOUT WARRANTY and may contain bugs, errors, or other defects. Client assumes all risk related to any use of beta services and Conduit shall not have any liability for any damage, harm, or losses arising out of or in connection with a beta service. We may use any responses or feedback provided about beta services freely and without restrictions.

4. Client Responsibilities

Client will be responsible for, and must perform, all regulatory compliance requirements in their jurisdiction (including, but not limited to: anti-money laundering (AML); countering terrorist financing (CTF); nonproliferation financing of weapons of mass destruction (PF); screening for economic sanctions and politically exposed persons and adverse media (collectively referred to as “Screening”); anti-bribery and anti-corruption (ABAC); customer due diligence (CDD), which includes verifying the identity of each natural person customer (KYC) and business customer along with the business customers’ beneficial owners and directors (KYB) which shall be collectively referred to as “Client’s Compliance Program”), promptly providing Conduit with, among other things, all policies, procedures, processes, standards, legal opinions regarding such regulatory compliance requirements (collectively referred to as “GRC Docs”), communicating any terms and conditions to your Super Administrator, Delegates, and Users, any necessary licensing requirements, and the like. If Client is responsible for AML/CTF/PF and CDD (AML Client), AML Client shall provide Conduit with details on its IDV service provider and its transaction monitoring service provider, including copies of such agreements, their transaction monitoring rules sets, an example of a completed CDD report (which shall include KYC and/or KYB result reports), and an example of Screening search results. AML Client must ensure that its transactions are consistent with the User’s business type and frequency; that transactions are monitored using reasonable commercial standards, promptly notify Conduit of any suspicious or unusual activity, and ensure such activity is reasonably addressed, including providing a summary report to Conduit; and notify Conduit of any User suspensions or terminations within four business days. No later than four (4) business days after receiving Conduit’s written request, AML Client shall provide Conduit with any information and documentation requested by Conduit with respect to Client’s transaction monitoring under its AML/CTF/PF program. Client shall allow Conduit and our Asset Providers to audit the Client and its transactions for compliance with applicable law and these Terms. On a periodic basis, which will normally be no more frequently than on an annual basis, AML Client will coordinate and comply with Conduit’s request to perform an independent assessment of Client’s Compliance Program; however, if Client has an independent third party conduct an independent assessment of Client’s Compliance Program annually, Client can submit that independent assessment report to satisfy this requirement. As regulatory compliance requirements, GRC Docs, IDV or transaction monitoring service providers, or necessary licensing requirements change, you shall promptly keep us apprised of such changes by communicating with us at legal@conduit.financial. 

Client shall be responsible for ensuring that Client’s own User agreement (User Agreement) authorizes Client, as the User’s agent (attorney-in-fact), to act for Client’s Users, (a) in the Users’ names and for the Users’ benefit, or (b) as owner of all such value received from the Users, in regards to opening asset accounts, holding, purchasing, transacting, exchanging, transferring, selling, and receiving assets as part of the services provided by Client to your Users. The authorization contained in the User Agreement to act as your Users’ agent (attorney-in-fact) shall be coupled with an interest and irrevocable for the life of the Client-User relationship. On top of the foregoing, an AML Client shall ensure its User Agreement includes the following terms: requires Users to comply with applicable law; requires Users to authorize Conduit and Asset Providers to process payment orders; prohibit Users from transacting on behalf of, or for the benefit of, any person other than the User; prohibit unauthorized or illegal transactions; prevent Users from using Client’s products and services to transact with businesses listed in Conduit’s Restricted Industries List; establish exposure limits on transactions; require safeguarding of information and data no less restrictive than contained herein; allow Client, Conduit, and Asset Providers to refuse to process certain transactions and have the right to suspend or terminate services for a User, including to comply with applicable laws or regulations; have Users be jointly and severally liable with Client to Conduit and its Asset Providers for failure to comply with such provisions; and require User to provide Client with timely updates. Client shall provide Conduit with a copy of its standard User Agreement that contains the foregoing. Client shall provide Conduit’s compliance team and/or operations team with access to any User’s entire CDD file (e.g., access to Client’s secured data vault) and the User’s signed User Agreement prior to, or at latest commensurate with, a User utilizing Conduit’s services.

Where applicable, in providing services to Client hereunder, Client acknowledges and agrees that (i) Conduit is the agent of the Client for purposes of the payment transaction, (ii) the Client’s end user shall be deemed to be the payor for any such payment transaction, (iii) Client shall be deemed to be the payee for any such payment transaction, and (iv) any obligation of the end user to pay the Client in connection with any such payment transaction is satisfied upon receipt by Conduit of payment from the end user, including in the event Conduit fails to remit funds to Client. Where requested by Conduit, Client agrees to reasonably cooperate with Conduit to ensure Conduit acts as Client's “agent of the payee” including, without limitation and where required by applicable law, by holding Conduit out to the public as accepting payments for goods and services on Client’s behalf.

Client will be exclusively responsible for their Users’ experience, including customer service and communicating anything regarding the services provided through Conduit, such as asset accounts, transactions, fiat on-off ramps, or yield products offered, costs associated therewith, and timing, among other things. Regarding the preceding sentence, however, you shall coordinate and keep us apprised of how such Conduit services are being presented and priced to your Users.

5. Platform — Use, Management, Requirements, and Prohibited Activities

5.1 Use

Client will have non-exclusive, non-transferable access to the Conduit platform and its APIs for the purpose of developing products that utilize Conduit’s services. CLIENT IS ULTIMATELY RESPONSIBLE FOR ANY FINANCIAL LOSS CAUSED BY YOUR SUPER ADMINISTRATOR, DELEGATES, USERS, AND ANY OTHER PERSON WHO OBTAINS ACCESS TO YOUR CONDUIT PLATFORM, API KEYS, OR ASSET ACCOUNTS. Conduit may suspend platform access, access to our services, or access to your and your Users’ asset accounts if we believe that such accesses may have been compromised or that failing to take such suspension measures may pose a risk to you, your Users, or us or any of our third party providers.

Value may only enter the Conduit platform in the form of Conduit approved assets sent directly via transactions to the approved and designated asset account. From a Conduit asset account, the assets shall be deployed pursuant to the Client’s instructions. Conduit shall establish an exposure limit for Client related to the value of transactions that may be transmitted by Conduit to our Asset Providers pursuant to this MSA across multiple settlement dates and, pursuant to our internal procedures, Conduit will review and adjust this exposure limit periodically as needed and warranted.

5.2 Management

Client’s Legal Representative is designated as the Super Administrator with Conduit. The Super Administrator can designate Delegates at Client with specific authorization and access capabilities and also withdraw such authorizations and access. The Super Administrator can perform any tasks on behalf of the Client and Client’s Users.

Client must keep your access to the Conduit platform and services secure and only provide access to persons appropriately trusted and authorized. You shall immediately disable or revoke access to the Conduit platform or services upon discovery or belief that access has been compromised or misused or stolen and immediately notify us via the group email address AND legal@conduit.financial. We may help you resolve the matter, but remind you that you are ultimately responsible for any financial losses caused from such compromise, theft (including internal theft), or misuse. The only exception to the foregoing is due to gross negligence by Conduit.

5.3 Requirements

You must be a legal person to sign an MSA with Conduit and gain access to our platform and must remain continuously in good standing to maintain access to the Conduit platform. Failure to remain in good standing with your local government is grounds to terminate the MSA. Client shall provide evidence, on an annual basis, that it has remained duly organized and in good standing under the laws of your jurisdiction of registration. Natural persons, non-registered partnerships, previously registered entities no longer in good standing, sole proprietors, unregistered businesses, and all other types of casual businesses that are not officially registered with your government, are not permitted to sign an MSA, attempt to access or access our platform, or continue to use our platform.

5.4 Prohibited Activities

The Conduit platform and services may only be used for legitimate commercial purposes. To be clear, consumer purposes - such as family, household, and personal purposes - are prohibited. You shall use commercially reasonable methods to make sure your Super Administrator, Delegates, and Users are—at all times—trained in the proper use of the Conduit platform and services and properly trained and educated in your local regulatory compliance requirements. The Conduit platform and services may not be used for any purpose that is unlawful or prohibited by applicable laws, rules, or regulations, including but not limited to AML/CTF, anti-bribery and anti-corruption, sanctions, anti-financial crimes, or for any other non-legitimate purposes or activities. You are prohibited from using (directly or indirectly) the Conduit platform and services for any person, organization (formal or informal), or country that is blocked or sanctioned by the US, Canadian, or any other applicable jurisdictional law, including those identified on Brazil’s Lists of Non-Cooperative Jurisdictions, Canadian Sanctions, Chile’s Blocked List, Colombia’s Blocked List, Mexico’s Blocked List, the United Nations (UN) Security Council Consolidated List, and the US Office of Foreign Assets Control’s (OFAC) various sanctions lists. You are also prohibited from allowing non-affiliated third parties to use or access the Conduit platform or services, which includes prohibiting you from using or accessing the Conduit platform or services on behalf of, or for the benefit of, anyone other than Client (e.g., any non-affiliated third parties).

6. License, Ownership, Identification as a Client

6.1 License and Ownership

Conduit and licensors own the Conduit platform, APIs, brands, code, data, documents, intellectual property (whether patentable or not), logos, service marks, services, trademarks, websites, and anything else of value provided by or through or from Conduit (collectively referred to as “Conduit Possessions”). Conduit hereby grants Client, its Super Administrator, Delegates, and Users a non-exclusive, limited, revocable, royalty free, non-sublicensable, and non-transferable license to access and use the Conduit Possessions only as needed and provided through this MSA, Terms, or any other applicable Conduit agreement or contract (collectively “License to Use”). Client shall not, for its own account, or its advisors, agents, affiliates, contractors, directors, employees, investors, members, officers, partners, or any other third party (collectively incorporated into the term “Client”) (i) assign, license, sell, or transfer the License to Use or somehow otherwise use or provide access to any of the Conduit Possessions to any third party, whether wholly or partially or in connection therewith, (ii) create derivative works from, decompile, disassemble, engineer, modify, or reverse engineer the Conduit Possessions, (iii) copy any of the foregoing, (iv) remove any language or designation indicating the confidential or proprietary rights of Conduit or its licensors or third party providers from any data or documentation Client receives from Conduit or its licensors or third party providers, (v) export, re-export, whether directly or indirectly, any documentation or code or other Conduit Possessions outside the territorial jurisdiction in which it was originally delivered without the appropriate licenses, authorizations, and clearances, (vi) alter or duplicate anything obtained or received from Conduit, except as clearly permitted by this MSA, or (vii) register, attempt to register, claim rights, or claim ownership of or in anything related to or surrounding Conduit Possessions. 

Except for the explicit License to Use provided herein, Client admits that it is receiving services of considerable value from Conduit and that this MSA shall not transfer any right, title, license, or interest in Conduit Possessions to Client. Client’s rights to use Conduit Possessions are only as set forth in this paragraph 6 of the Terms. Any other use by Client of Conduit Possessions is strictly prohibited and if done, shall be grounds for immediate termination of this MSA and for Conduit to pursue all other legal remedies and recourses up to the maximum limits permitted under the applicable laws. The License to Use granted to Client under this MSA terminates upon termination of this MSA or Client’s platform access, unless terminated earlier by us.

6.2 Identification as a Client

We may publicly reference you as a client of Conduit during the term of this MSA. We will not express any false endorsement or relationships. You hereby grant Conduit a limited license to use your trademarks, service marks, and logos for these purposes.

7. Data — Collection, Usage, Privacy, and Protection

7.1 Collection and Usage

Conduit and our third party providers collect data (both commercial and personal) through usage of Conduit’s platform, APIs, services, third-party services, and during the due diligence process. We may use commercial data and personal data: (i) to provide Conduit platform access, APIs, and our services to Client, its Super Administrator, Delegates, and its Users; (ii) for IDV, internal reporting and/or analysis, and regulatory compliance requirements; (iii) as needed for financial assessments or reporting, collections, dispute resolution, or other legal actions; and (iv) for development of our products and services, including protocol services and yield, asset services and asset accounts, fiat on/off ramps, and platform access. In the event of any conflict or inconsistency between this paragraph 7.1 and the confidentiality and mutual non-disclosure agreement attached hereto as Addendum A, this paragraph 7.1 shall prevail and control.

We provide commercial data and personal data to third party providers and other third parties: (i) to provide the services to you, or as required by applicable laws, rules, or regulations; (ii) for internal analytics and/or reporting; (iii) to obtain additional data about a Client, Super Administrator, Delegates, or Users; (iv) report Client’s financial performance to credit reporting agencies, credit rating agencies, or the like, where appropriate; (v) to debt collection agents, where appropriate; and (vi) to assist in fight against the money laundering, terrorism financing, financial crimes, and other regulatory compliance requirements. Conduit may include de-identified data in both public and private reports where such de-identified data cannot be reasonably used to identify a Client or your Super Administrator or Delegates or Users. We will not share any commercial data or personal data with third parties for marketing unaffiliated products without your prior consent, but we may use commercial data or personal data to identify current or future products and services and third party products and services and programs that we believe may be of interest, including as part of a rewards or benefits program. Where data is shared with third parties, Conduit will apply effective controls to reduce the risk of accidental disclosure or damage.

You grant Conduit a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from commercial data and personal data for the purposes identified in this MSA or as specified in our Privacy Policy.

7.2 Privacy and Protection

When you begin submitting information to us, including during the due diligence processes, you will be providing us with data, which includes commercial and personal data. Regarding personal data, we shall act as: (i) a Data Controller with respect of our use of such personal data to (a) perform IDV as part of our process of determining whether to accept you as a Client, or allow a Super Administrator or Delegate or User to access or use our services, or retain you as a Client or continue to allow a Super Administrator or Delegate or User to access or use our services, (b) comply with any legal and/or regulatory compliance requirements, (c) determine how best to provide our services, and (d) assess risks and prevent violations of the regulatory compliance requirements and financial crimes; and (ii) a Data Processor in respect of our use of personal data relating to your Super Administrator, UBOs, Delegates, and Users in order to provide Conduit Possessions. By commencing the due diligence process, you, your UBOs, Super Administrator, Delegates, and Users also agree to our collection, use, processing, and handling of personal data as specified in our Privacy Policy. Contact us at legal@conduit.financial if you have any questions about our Privacy Policy or our Data Controller or Data Processor roles.

8. Invoices, Payments, Additional Costs, Collections, and Timing

8.1 Invoices and Payments

Conduit will send you periodic invoices that will include amounts owed, credits, discounts, other costs and fees, overdue balance, refunds, plus any applicable taxes (collectively “Invoiced Total”). The applicable invoiced time will be shown on the invoice, as will a date when the Invoiced Total amount is due (Payment Due Date), along with the invoice generation date (Invoice Date). Conduit will automatically debit Client’s asset account for the Invoiced Total between 12:00 and 17:00 Eastern Time (ET) on the Payment Due Date. As an exception to the foregoing and if agreed upon in writing and signed by both parties, Client may be offered the opportunity to satisfy invoices in full by depositing the Invoiced Total amount before 17:00 ET on or before the Payment Due Date into a Conduit depository account.

Invoiced Totals that are not paid by the Payment Due Date may be collected from any asset account that is associated or affiliated with you, your Super Administrator, your Delegates, your Users, or we may withdraw value from any other asset account that you hold jointly with a third-party or subsequently open, even if your original asset account with Conduit has been closed. This right may be exercised against you, your affiliates, assigns, other businesses under common control, parent company, subsidiaries, or any assignees for the benefit of your creditors or receivers. This right will exist even if we do not exercise it prior to the making, filing, or issuing an arbitration demand, court order, collection notice, demand letter, request, or any other action or notification or communication.

If you believe an invoice is incorrect, you must notify Conduit via email at accounting@conduit.financial on or before 17:00 ET within five (5) business days of Invoice Date, detail what you believe is incorrect, and include any supporting evidence; failure to email Conduit within that timeframe waives and forfeits all claims and you shall conclusively owe Conduit the Invoiced Total. Except when otherwise agreed upon in writing and signed by both parties, the Invoice Date will typically be on the first of each month and the invoiced time will cover the previous month. Client’s account will reflect payments received one (1) business day after the payment has settled.

Regarding timing of transactions and other items involving time, each day ends at 16:59.599 ET, the start of next day begins at 17:00.00 ET; and a year follows the Gregorian calendar year (i.e., the year starts on January 1, and ends on December 31).

8.2 Additional Costs

Any failure to pay the Invoiced Total by the Payment Due Date is a breach of the MSA. Failure to pay the Invoiced Total by the Payment Due Date for every single invoice can also invoke additional costs or fees (“Additional Costs”). Such Additional Costs for failing to pay the Invoiced Total by the Payment Due Date may vary depending on Client’s domicile; however, those Additional Costs will be calculated against the total of all outstanding Invoiced Totals plus all previous Additional Costs assessed (“Total Past Due”) up to the maximum permitted under the applicable law. Additional Costs will be calculated each month a Total Past Due balance remains, meaning the calculation will be compounding. Unless your domicile is listed below, the Additional Costs rate will be 3% per month + taxes, or the maximum permitted by the applicable law, whichever is less. In other words, the monthly calculation shall be: last month’s Total Past Due + (3% * Total Past Due) + Taxes = this month’s Total Past Due amount.

Client is responsible for all additional costs, expenses, and fees we, assigns, or any other third party incurs collecting the Total Past Due amount, including collections fees and legal fees, plus taxes and interest at the maximum rates permitted under the applicable law. Client explicitly consents and confirms that Conduit (i) may appoint any person as its debt collection agent to collect all amounts due and outstanding from Client (including but not limited to the Total Past Due plus additional costs, expenses, and fees), (ii) has the right to share with its debt collection agents any relevant commercial or personal data regarding Client, Super Administrator, Delegates, or Users for collection purposes, (iii) has the right to assign all amounts due and outstanding from Client to any third party, (iv) has the right to report Client’s financial behavior with Conduit, including sharing relevant commercial or personal data regarding Client, Super Administrator, Delegates, or Users, to credit reporting agencies and credit rating agencies and the like during the life of your relationship with Conduit and/or until the MSA is terminated, whichever is longer, and for a period of five (5) years thereafter.

8.2.1. Chile Conventional Interest

The Total Past Due will accrue conventional interest according to the maximum conventional rate that is set monthly and is published by the Chilean Commission for the Financial Market on the 15th of each month on their website (Chile Conventional Interest). Chile Conventional Interest shall be applied to the Invoiced Total if you fail to pay Invoiced Total in full by the Payment Due Date. By failing to pay the Invoiced Total by the Payment Due Date you are then expressly obligated to pay the Invoiced Total in full plus Chile Conventional Interest (i.e., Total Past Due). If this failure to pay the Invoiced Total in full by the Payment Due Date transpires, Chile Conventional Interest will be applied and accrue automatically and without the need to initiate any action commencing on the day following the Payment Due Date of the obligation (including), until the day the Total Past Due is completely satisfied and has settled in Conduit’s account.

Additionally, you will pay and reimburse all taxes that may be applicable to the following concepts: commissions, judicial costs, legal costs, loans (including interest), notary costs, and any associated expenses. You hereby declare to have received information about the commissions and expenses generated by the MSA, including those taxes that may be applicable, and by signing the MSA you expressly consent to the application thereof, including the costs, expenses, and fees encountered by Conduit or its assigns or third parties that we may assign to collect your Total Past Due if you fail to pay the Invoiced Total by the Payment Due Date or the Total Past Due timely. The Chile Conventional Interest will be calculated based on a year comprising 360 days, based on the days elapsed (including the first day, but excluding the last day).

8.2.2. Colombia Interest for Default

The Total Past Due will accrue default interest in accordance with the maximum legal rate allowed as certified by the Financial Superintendence of Colombia, which can be consulted at their website (Colombia Default Interest). The Colombia Default Interest shall be applied to the Invoiced Total if you fail to pay such amount in full by the Payment Due Date, as explained in more detail in the following paragraph.

If you fail to pay the Invoiced Total by the Payment Due Date, you are expressly obligated to pay that Invoiced Total in full, plus Colombia Default Interest (i.e., Total Past Due). If this failure to pay the Invoiced Total in full by the Payment Due Date occurs, Colombia Default Interest will be applied and accrue automatically and without the need to initiate any action commencing on the day following the Payment Due Date of the obligation (included), until the day the Total Past Due is completely satisfied and has settled in Conduit’s account.

Further, you will pay and reimburse all taxes that may be applicable to the following concepts: credit (including interest), commissions, judicial costs, legal costs, notary costs, and any associated expenses. You hereby declare to have received information about the commissions and expenses generated by the MSA, including those taxes that may be applicable, and by signing the MSA expressly consent to the application thereof, including the costs, expenses, and fees encountered by Conduit or its assigns or third parties that we may assign to collect your Total Past Due if you fail to pay us the Invoiced Total by the Payment Due Date or the Total Past Due timely. The Colombia Default Interest rate referenced and hyperlinked above will be calculated based on a year comprising 360 days, based on the days elapsed (including the first day, but excluding the last).

8.2.3. Peru Compensatory and Default Interest

The Total Past Due will accrue compensatory interest at the rate of 75% (Peru Compensatory Interest) and default interest at the rate of 11.25% (Peru Default Interest). Peru Compensatory Interest and Peru Default Interest shall be applied to the Invoiced Total if you fail to pay such amount in full by the Payment Due Date, as explained in more detail in the following paragraph.

If you fail to pay the Invoiced Total by the Payment Due Date, you are expressly obligated to pay that Invoiced Total in full, plus Peru Compensatory Interest plus Peru Default Interest (i.e., Total Past Due). If this failure to pay the Invoiced Total in full by the Payment Due Date occurs, Peru Compensatory Interest plus the Peru Default Interest will be applied and accrue automatically and without the need for notice of default or similar action commencing on the day following the Payment Due Date of the obligation (including), until the day the Total Past Due is completely satisfied and has settled in Conduit’s account.

Further, you will pay and reimburse all taxes that may be applicable to the following concepts: commissions, judicial costs, legal costs, loans (including interest), notary costs, and any associated expenses. You hereby declare to have received information about the commissions and expenses generated by the MSA, including those taxes that may be applicable, and by signing the MSA expressly consent to the application thereof, including the costs, fees, and expenses incurred by us or our assigns or third parties that we may assign to collect your Total Past Due if you fail to pay us the Invoiced Total by the Payment Due Date or the Total Past Due timely. Both the Peru Compensatory Interest rate and the Peru Default Interest rate indicated above will be calculated based on a year comprising 360 calendar days, based on the days actually elapsed (including the first day, but excluding the last day).

9. Liability Limitations

We are not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from, or related to, your use of or inability to use any and all Conduit Possessions, including but not limited to the Conduit platform, asset accounts, protocols, yields, fiat on/off ramps, lost profits, reputational harm, physical injury or property damage, or any other losses or harm arising from or related to your relationship with Conduit, Conduit Possessions, or the MSA, whether or not we were advised of their possibility by you or any third party. Our maximum liability to you under the MSA is limited to the lesser of (i) the total amount of fees actually paid by you to Conduit in the three months preceding the event that is the basis of your claim, or (ii) $5,000.00. These limitations apply regardless of the legal theory on which your claim is based.

10. Conduit’s Disclaimer of Warranties

CONDUIT POSSESSIONS ARE PROVIDED TO YOU AS-IS AND AS AVAILABLE. CONDUIT DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF CONDUIT POSSESSIONS AND NOTHING IN THE MSA WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD PARTY PROVIDERS AND/OR SERVICES ARE NOT PROVIDED OR CONTROLLED BY CONDUIT. CONDUIT DOES NOT PROVIDE SUPPORT FOR AND EXPLICITLY DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD PARTY PROVIDERS AND/OR SERVICES.

CONDUIT DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (i) CONDUIT POSSESSIONS PROVIDED UNDER THE MSA ARE ACCURATE OR ERROR-FREE; (ii) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (iii) THE SERVICES WILL BE USABLE BY CLIENT, SUPER ADMINISTRATOR, DELEGATES, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (iv) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (v) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED AND/OR AWARE OF SUCH DEFECTS.

11. Client’s Representations, Warranties, and Indemnification of Conduit

11.1.Client’s Representations and Warranties

Client represents and warrants that: (i) you are, and will continuously throughout the life of your relationship with Conduit or the MSA, whichever is longer, be duly organized and in good standing under the laws of your jurisdiction of registration, are duly qualified and/or registered and in good standing under the laws of the Territory where the conduct of your businesses requires such qualification or registration, you have the requisite power and authority and the legal right to conduct your businesses as they are now conducted and hereafter contemplated to be conducted upon entering into the MSA, and you are in compliance with your registration papers; (ii) you have all the necessary organizational power and authority to establish a relationship with Conduit, sign the MSA, and perform all of the duties and obligations that result therefrom, including providing the Super Administrator with the requisite organizational power and authority to conduct business and manage your relationship with Conduit and sign the MSA; (iii) you, your Super Administrator, your Delegates, and your Users will not engage in any activities prohibited by the MSA or applicable regulatory compliance requirements; (iv) the commercial data provided to us is complete, accurate, and current, and will be promptly updated to remain current; (v) you have obtained the requisite authorizations to provide the personal data to us and such personal data provided to us is complete, accurate, and current, and will be promptly updated to remain current; (vi) no person that controls, is controlled by, or under common control with you is blocked or sanctioned by Brazil, Canada, Chile, Colombia, Mexico, Peru, the UN, the US, or any other relevant jurisdiction, including those identified on Brazil’s Lists of Non-Cooperative Jurisdictions, Canadian Sanctions, Chile’s Blocked List, Colombia’s Blocked List, Mexico’s Blocked List, the UNSC Consolidated List, and the US OFAC’s various sanctions lists (Specially Designated Nationals List, Consolidated Sanctions List, and Additional OFAC Sanctions Lists); (vii) none of your UBOs are blocked or sanctioned by the countries or jurisdictions or various sanctions lists described in the preceding subsection or the applicable jurisdictional law; (viii) in regards to your UBOs, you (a) have carried out thorough due diligence to establish the identities of those UBOs and their corresponding source of funds, (b) you shall hold that due diligence evidence and maintain it for at least ten (10) years after each UBO ceases to be a UBO of your company, and (c) will make that evidence, and any additional evidence that we may require, promptly available to us upon request in accordance with applicable regulations; (ix) funds that you use to pay us are not derived from or related to any unlawful activities including but not limited to money laundering, terrorism financing, bribery, corruption, fraud, theft, illegal drugs, tax evasion, embezzlement, identity theft, forgery, counterfeiting (including the production of counterfeit money and counterfeit consumer goods), or any other financial crimes; (x) all payments by you will be made only in your name, from a financial account held in your name, under your control, and not located in a country or territory that has been designated as “High-Risk Jurisdictions subject to a Call for Action” by the Financial Action Task Force (FATF) or that is blocked or sanctioned by Brazil, Canada, Chile, Colombia, Mexico, Peru, the UN, the US’ OFAC, or the applicable jurisdictional law; and (xi) there is no lawsuit, arbitration, or legal, administrative, or other action pending, or to your knowledge threatened, against you, your parent, or any subsidiaries, affiliates, or other entities under common control with you with respect to the subject matter of the MSA or that would adversely affect in any way your ability to enter into or perform your obligations contained within the MSA, including paying every invoice by the Payment Due Date.

11.2.Client’s Indemnification of Conduit

You agree to indemnify and defend Conduit (including our subsidiaries, affiliates, entities under common control, parent, advisors, associates, contractors, directors, employees, officers), including any and all legal fees and costs incurred as part of such defense, against losses that result from or are related to: claims, proceedings, suits, and actions brought by or initiated against us by any third party due to your or a Super Administrator’s or Delegate’s or User’s breach of the MSA or obligations owed under the MSA or any other agreements or contracts with us or our third party providers; for amounts owed by you to third parties; for acts or omissions of your Super Administrator, your Delegates, your Users, or any other person associated or affiliated or involved with your company; for your use of third party providers or services; and for disputes between you and any other third parties not previously listed.

12. Governing Law, Venue, Legal Proceeding Costs, Legal Processes

Any assertion, claim, controversy, or dispute, regardless of the nature (collectively referred to as a “Assertion”) arising out of, relating to, or in connection with the MSA, the Conduit platform, or Conduit Possessions will be construed, applied, and governed by the laws of Montana exclusive of its conflict or choice of law rules except to the extent that US federal laws control or where otherwise specifically noted. Pursuant to the foregoing, you hereby expressly and irrevocably waive your jurisdiction and any and all claims or arguments regarding Montana being the governing law and Billings, Montana an inconvenient location because of your present or future domicile. Subject to paragraph 13 below, each party irrevocably submits to the exclusive jurisdiction of the state courts located in Billings, Montana, or the federal courts located in the United States District Court for the District of Montana, for all suits, actions, or proceedings resulting from any Assertion. Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of any litigation, arbitration, or any other legal proceeding arising from an Assertion.

We may reply to, and comply with, any legal order we receive related to your use of Conduit’s services, including liens, subpoenas, or warrants. We are not responsible to you for any losses you incur due to our replies to such legal orders. We may take any actions we believe are required of us under such legal orders, including holding funds or providing information as required by the legal order’s issuer. Where legally permissible, we will provide you with reasonable notice that we have received such an order.

13. Binding Arbitration

The parties hereby agree to resolve Assertions arising out of or relating to or in connection with the MSA, the Conduit platform, or Conduit Possessions, or any other Conduit commercial agreements or contracts, including the breach, effect, formation, interpretation, performance, termination, or validity thereof, including whether the Assertion(s) alleged are arbitrable as provided in this paragraph through binding arbitration. Any arbitration or other legal proceeding under the MSA or any other Conduit commercial agreements or contracts will only be on an individual basis. 

NEITHER PARTY MAY FORM WITH OTHER ARBITRATORS OR PARTIES TO FORM A CONSOLIDATED ACTION. EACH PARTY WAIVES ITS RIGHTS TO PARTICIPATE IN A CONSOLIDATED ACTION AGAINST THE OTHER PARTY.

Conduit and Client shall first attempt in good faith to resolve any Assertion promptly in the ordinary course of business by negotiation between authorized representatives who have been provided corporate authority to settle the Assertion. Either party may give the other party written notice of an Assertion (Asserting Party) that was not resolved in the ordinary course of business. Within ten (10) business days after delivery of the notice, the receiving party (Receiving Party) shall submit to the Asserting Party a written response. The Asserting Party may proceed to arbitration if the Receiving Party failed to respond within the ten (10) business days. The notice and response shall include with reasonable particularity (i) a statement of each party’s position and a summary of arguments supporting that position, and (ii) the name and title of the single authorized representative who will represent that party. Within five (5) business days after delivery of the written response, the authorized representatives of both parties shall meet at a mutually acceptable time and length of time and place or forum (such as via video conferencing). The above-described authorized representatives’ negotiation shall end at the close of the first meeting. Such closure shall not preclude continuing negotiations if mutually desired and if a written agreement is signed by both party’s authorized representatives at the conclusion of the first meeting; however, there shall only be a second (final) meeting within five (5) business days of the first meeting. If there is no agreement between the parties at the conclusion of the first meeting to remedy any Assertion, the Asserting Party is entitled to proceed to arbitration. If the parties signed a written agreement at the conclusion of the first meeting to have a second (final) meeting and there is no agreement between the parties at the conclusion of the second (final) meeting to remedy any Assertion, the Asserting Party is entitled to proceed to arbitration. Neither party shall initiate arbitration prior to the negotiation in the ordinary course of business; however, this limitation is inapplicable if one party refuses to reply and/or comply with the terms of this paragraph or if the Assertion is based on the Client’s failure to pay Conduit the Invoiced Total and you failed to notify us via email within five (5) business days of Invoice Date that an invoice was incorrect.

Where no resolution can be found through the procedures outlined in the previous paragraph, the Assertion will be resolved by binding arbitration through JAMS via virtual binding arbitration (unless the parties make an exception, which is agreed to in writing and signed by Client’s Legal Representative and one of Conduit’s Officers) before a single arbitrator experienced, qualified, and knowledgeable in the subject matter of the Assertion and the language to be used in the arbitral proceedings will be English; except that Assertions principally arising from protection of intellectual property rights or breach of confidential information will be resolved through litigation in English in accordance with paragraph 12, above, but subject to the terms and conditions provided in this paragraph. In the event the parties cannot agree on an arbitrator, JAMS shall select an arbitrator that meets the above-described qualifications in accordance with its International Arbitration Rules. Pursuant to the foregoing, you hereby expressly waive your jurisdiction because of your present or future domicile.

Any Assertion will be referred to and finally determined by arbitration in accordance with the JAMS Arbitration Rules (depending on the facts and circumstances of the matter, either (i) JAMS’ General Arbitration Rules and Procedures, (ii) JAMS’ International Arbitration Rules & Procedures, or if mutually agreed upon between the Parties (iii) JAMS’ Optional Expedited Arbitration Procedures can be chosen) commencing within 30 days from the first referral of the Assertion to JAMS. The arbitrator will apply the substantive governing law as described above in paragraph 12. The arbitrator shall, within fifteen (15) days of the conclusion of the arbitration hearing, issue a written award and statement of decision that sufficiently describes the essential findings and conclusions on which the award is based, including the calculation of any damages awarded, so that such written award and statement of decision may be entered and enforced by any court in any territory throughout the world having jurisdiction thereof that participates and/or recognizes, among other things if applicable, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering, or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify, or materially change the MSA or any other Conduit agreements or contracts; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The arbitrator shall be authorized to grant any temporary, preliminary, or permanent equitable remedy or relief deemed just and equitable and within the scope of the MSA, including, without limitation, an injunction or order for specific performance. If JAMS cannot administer the Assertion, either Party may petition the United States District Court for the District of Montana to appoint an arbitrator pursuant to Civil Rule 16.5 of the U.S. District Court for the District of Montana’s Local Rules of Procedure.

Either party may commence arbitration (claimant) by providing a written demand for arbitration to JAMS and the other party (respondent) detailing the subject of the Assertion and the relief requested. The costs of the arbitration, including the arbitration filing fees, arbitrator’s fees, and administrative expenses, shall be paid equally between the parties (50% by the claimant and 50% by the respondent) so that no party shall bear more than half the costs of the arbitration. Each party will continue to perform their obligations under the MSA or any other Conduit agreements or contracts unless that obligation or the amount (to the extent in dispute) is itself the subject of the Assertion. Nothing in the MSA or any other Conduit agreements or contracts affects the rights of a party to seek urgent injunctive or declaratory relief from the appropriate state court located in Billings, Montana or a federal court in the United States District Court for the District of Montana with respect to an Assertion or any matter arising under such applicable Conduit MSA, agreement, or contract.

The prevailing party is entitled to recover reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceedings, in addition to any other relief that may be awarded. Judgment upon the award rendered by the arbitrator is deemed final and binding and may be entered and enforced by any court in any territory throughout the world having jurisdiction thereof.

Full and complete confidentiality shall apply to all proceedings, including the filing of such proceedings, and all information related to such proceedings shall be maintained as confidential, including the nature and details of the Assertion, the filing of the Assertion, evidence produced, testimony given, and the outcome of the Assertion, unless such information was already in the public domain or was independently obtained, provided, however, that this confidentiality provision shall not prevent a petition to enforce an arbitral award and shall not bar disclosures required by applicable laws or regulations. Conduit and Client, and all witnesses, advisors, professional legal counsel, and arbitrators will only share such information as necessary to prepare for or conduct the arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

Notwithstanding any of the foregoing in this paragraph, you hereby expressly acknowledge and agree that we may appoint or assign any person as our debt collection agent to collect any amounts owed to us by you that are past due under the MSA or any other Conduit agreements or contracts, which shall not be confidential, you shall be responsible for all costs and expenses incurred by us and our debt collection agents or assigns in pursuit of such amounts owed and past due, and that we retain the other disclosure and reporting rights provided in paragraph 8.

14. Assignment and Non-Solicitation

We may assign, pledge, or otherwise transfer Conduit’s Possessions, including the MSA and any other Conduit agreements and contracts, or our rights and powers under the MSA or any other Conduit agreements or contracts, without providing you notice. Any such assignee will have all our rights as if they were originally named in the MSA or any other Conduit agreements or contracts, instead of Conduit. You may NOT assign your MSA, Conduit’s Possessions, or any other Conduit agreements or contracts, or rights provided therein or any part thereof, or delegate any of your obligations, without a Conduit Officer’s express prior written and signed consent, which shall not be unreasonably withheld.

During the term of the MSA or your commercial relationship with Conduit, whichever is longer, and for a period of twelve (12) months thereafter, you shall not solicit or hire the services of any Conduit affiliate, employee, contractor, or subcontractor who has participated in or performed services in connection with your relationship with Conduit without the prior written consent of a Conduit Officer. Nothing herein shall prevent you from recruiting or engaging any affiliate, employee, contractor, or subcontractor who has applied in an unsolicited manner for a role which you have publicly advertised or disclosed or posted.

15. Force Majeure

If either party is prevented, precluded, or postponed from performing any acts or obligations relating to the MSA, and any other agreements or contracts between the parties, regarding Conduit’s platform and services by reason of a force majeure event (e.g., health pandemic, local/regional labor strikes or lock-outs or other major labor issues, riots or major demonstrations that close areas surrounding the party’s operations, power failures, acts of terrorism or insurrection or war, major natural disasters such as mud-slides or fires or earthquakes or hurricanes/typhoons, or where such acts or omissions are due to obligations under applicable governmental laws or declarations or executive orders or other similar governmental actions, or other major disruptions through no fault of the party presenting such force majeure event), such party shall as soon as reasonably practicable provide notice to the other party of such event. Performance of the acts shall be excused for (i) the period of the prevention, preclusion, or postponement, plus (ii) a reasonable amount of time for the affected party to regroup and restart such acts as the parties may agree to in writing. If such force majeure event extends beyond 90 days, the other party may terminate the MSA and all other affected agreements and contracts between the parties.

16. Severability

All paragraphs and provisions of the MSA, and any other agreements and contracts between the parties regarding or relating to Conduit’s platform and services, are severable and the invalidity or unenforceability of any paragraph or provision shall not affect the validity or enforceability of any other paragraph or provision of the affected MSA, agreement, or contract. In addition, any invalid or unenforceable paragraph or provision shall, to the extent legally permissible, be revised to bring it into valid and enforceable condition in a way that comes closest to the original intent.

17. Conduit Acts in a Non-Custodial Manner Regarding Digital Asset Accounts

The Conduit platform provides you the ability to create self-custodied digital asset accounts for you and your Users. Conduit acts in a non-custodial manner in regards to your digital asset accounts and your Users’ digital asset accounts. These digital asset accounts are owned and controlled by you and/or by you on behalf of your Users. Conduit does not have any discretionary authority to use or access your or your Users’ digital asset accounts. Conduit must receive a request from you to take any action within one of your or your Users’ digital asset accounts.

When you send a digital asset account transactional request to Conduit (Request), the Request thereby authorizes the digital asset’s previously-split private key to be unlocked and recombined in a secure multi-party computation (SMPC). Conduit must receive the Request from Client to recombine the split private key in SMPC. 

In the unfortunate event that you lose your key, however, Conduit has a third-party service provider that maintains a backup of your portion of the private key to complete the SMPC. You commence the process to access the backup by going through a verification process that, if successfully completed, provides Conduit authorization to initiate a multi-signature methodology (Multi-Sig) among Conduit’s officers to access the backup. Upon meeting a quorum of the officers through Multi-Sig, Conduit can thereby proceed to access the backup.

18. Entire Agreement, Waiver, and Changes

18.1.Entire Agreement

The MSA, including its incorporated Terms, MSA Order Form, and other addenda and attachments, comprise the entire understanding of the parties with respect to the subject matter discussed herein and supersedes all prior agreements, understandings, and representations, irrespective of the manner in which they were presented. No other agreements or understandings or representations or warranties, other than those expressly set forth herein, will be binding unless set forth in writing and signed by Client’s Legal Representative and an authorized representative of Conduit. In the event the MSA is terminated, all other agreements, contracts, and terms and conditions with Conduit will immediately terminate as well, as will access to the Conduit platform and all Conduit services.

18.2.Waivers

Any accommodation, modification, or waiver that we provide to you—at any time and of any kind—applies only to that discrete situation and will not act as a general waiver or an accommodation, modification, or waiver of the MSA, any other Conduit agreements or contracts, the Conduit platform, or Conduit services for any other acts, conditions, events, or situations thereafter. In addition, any delay in enforcing our rights under the MSA or any other Conduit agreements or contracts does not constitute forfeiture of such rights.

18.3.Changes

We may modify the MSA, these Terms, or any other Conduit agreements or contracts at any time. Providing you a notification, or posting in on our website or on our platform, shall constitute sufficient notice. You, your Super Administrator, Delegates, or Users continued use of the Conduit platform or services 15 days thereafter represents your acceptance to the modifications.

19. Additional Terms

Additional terminology used herein or in other Conduit Possessions is defined as set forth below.

19.1.“basis point” (or “bp”, “bps”, “bip”, or “bips”) refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%. In decimal form, one basis point is 0.0001.

19.1.1. Conduit expresses all rates, including yield rates and take rates, in either a percentage, which is followed by the “%” symbol, or numerically in basis points.

19.2. “Pool Yield Rate” - the yield rate that the investment pool is earning.

19.3. “Conduit Take Rate” - the percentage of earned yield retained by Conduit.

19.4. “Client Take Rate” - the percentage of earned yield retained by Client.

19.5. “Effective Yield Rate” - Pool Yield Rate minus Conduit Take Rate minus Client Take Rate equals Effective Yield Rate. The User will receive the Effective Yield Rate.

19.6. “USD” and/or “$” - means United States Dollars, which is the currency used for all financial figures provided throughout this Master Services Agreement and any other Conduit documents, unless otherwise specifically noted.