Connect User Agreement

Last Updated: February 24, 2026

---

This Connect User Agreement (“User Agreement”) sets forth the respective rights and obligations between you and Connect Ltd. (“Connect”). As used herein, “you” and “your” refers to the individual or entity (in other words, a non-natural person such as a corporation) agreeing to the terms of this User Agreement either in writing or via electronic acceptance; and references to “we,” “us,” and “our” refers to Connect and any of its affiliated companies, as applicable (collectively, “Affiliates”). Please read through this User Agreement carefully before registering an Account (defined in the Why do I need to sign a Connect User Agreement? section below) with Connect and accessing or using the Services (as defined in Section 1 (Connect Services) below). 

BY REGISTERING AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT IN THEIR ENTIRETY, INCLUDING ANY TERMS INCORPORATED BY REFERENCE.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15 (DISPUTE RESOLUTION), DO NOT ACCESS, USE, OR CONTINUE USING THE SERVICES. THE METHOD THROUGH WHICH THIS USER AGREEMENT IS MADE AVAILABLE TO YOU SHALL DICTATE THE TERMS APPLICATION TO YOU AS NOTED BELOW.

Who are Connect and its Affiliates?

Connect is a private limited company formed under the laws of Bermuda that is wholly owned by zerohash holdings ltd., a Delaware, U.S.A. corporation. Please visit the zerohash website at www.zerohash.com for more information about Connect and its Affiliates and see below for our general information as well as contact information.  For more information on the corporate structure of Connect and its Affiliates, visit the zerohash website here.

Connect Ltd.

Canon’s Court                               

22 Victoria St.                                

Hamilton HM 12

Bermuda                                       

[e-mail]                          

Registration No. 202504744

Connect may use one or more of its Affiliates to provide certain services to you when you access and use the Services through the Connect System (defined in the What do Connect and its Affiliates do? section below). Connect’s Affiliates hold multiple financial service related licenses (including, but not limited to, money transmission licenses where applicable), a full list of which can be found here and here. Which Affiliate you interact with during your use of the Services will depend on the Service you are using and the jurisdiction that you are located or reside in. See Section 1 (Connect Services) below for a more detailed description on the Services provided by Connect and its Affiliates.

What do Connect and its Affiliates do?

Connect is a technology provider that has partnered with the third party business through which you  access the Connect Services  (“Business”) and Connect’s Affiliates to connect its proprietary technology (the “Connect System”) with the Business mobile application and/or website (the “Platform”) so that Business can offer the Digital Asset (defined in the What are “Digital Assets”?” section below) Services powered by Connect and its Affiliates to its customers through the Platform. The Platform and Services provided by Connect and its Affiliates may be made available to you via one or more access devices (as determined by Business and Connect) including, but not limited to, via a mobile phone, desktop, or laptop computer.

As described in more detail below in Section 1 (Connect Services), the Services made available to you by Connect and its Affiliates may include, but is not limited to, depositing and withdrawing Digital Assets to or from your Wallet(s) (defined in Section 1 (Auth Services) below) and/or Affiliate Accounts (defined in Section 1 (Account Funding Services) below), funding a third-party Fiat Currency (defined in the What are “Digital Assets”? section below) account with Digital Assets, paying for a good or service with Digital Assets, or receiving Digital Assets as payment for a good or service.

When using the Services and sending or receiving a Digital Asset through the Connect System, you will be sending or receiving the Digital Assets to or from your Business Account (defined in Section 3 (Individuals) below) or one or more of Connect’s Affiliates that are properly licensed or otherwise authorized to engage in Digital Asset services. Connect does not custody and does not have any control of your Digital Assets at any point during your use of the Services. All Digital Asset transaction instructions entered by you through the Platform and sent to the Connect System will be processed by a Connect Affiliate, Business, a Wallet Provider (defined in Section 1 (Auth Services) below), and/or another third party described in this User Agreement. 

What are “Digital Assets”?

As used in this User Agreement, the term “Digital Asset” (often referred to as “cryptocurrency,” “stablecoin,” “virtual currency,” “digital currency,” and “digital commodity”) means a digital representation of value which is based on a cryptographic blockchain protocol that can be digitally traded and may function as: (i) a medium of exchange; (ii) a unit of account; and/or (iii) a store of value which is not legal tender, whether or not denominated in legal tender. “Digital Asset” as used herein may also, as the case may be, refer to other digital representations of value stored on a blockchain protocol that have unique identification codes and metadata that distinguish them from one another and cannot be traded or exchanged at equivalency, such as non-fungible tokens or “NFTs” or tokenized real-world assets or “RWAs.”

The term “Digital Asset” does NOT include: (i) the software or a protocol governing transfer of the Digital Asset; (ii) points or other form of digital reward issued by a merchant as part of a rewards program that cannot be exchanged with the merchant for Fiat Currency; or (iii) digital points or currencies used exclusively within an online game or video gaming platform that also cannot be exchanged within the game for Fiat Currency.

Digital Assets are distinguished from “Fiat Currency” (such as U.S. dollars), which is the coin and paper money of a country that is designated as its legal tender. Digital Assets are not legal tender and are not backed by the United States government. For more information, please refer to the FATF Report, Virtual Currencies, Key Definitions and Potential AML/CFT Risks, FINANCIAL ACTION TASK FORCE (June 2014), available here.

BEFORE USING THE CONNECT SERVICES, please note that you should understand that engaging in Digital Asset services comes with inherent risks that are unique to Digital Assets, including that the value of Digital Assets can be volatile and lose all value, and the fact that scammers frequently use Digital Assets to defraud consumers. A more detailed description on the general risks of Digital Assets can be found in Section 8 (Digital Assets) below.

Why do I need to sign a Connect User Agreement?

Each customer who visits the Platform and wishes to engage in or otherwise use the Services provided by Connect and its Affiliates must sign this User Agreement, which is an agreement between the customer, Connect, and Connect’s applicable Affiliates.

When you visit the Platform and are presented with this User Agreement, you must agree to the User Agreement (which may be agreed to electronically, as described in Section 18 (Electronic Acceptance) below) and any other applicable terms, conditions, and disclosures (such as our Privacy Policy, discussed in Section 11 (Privacy Policy) below) presented to you in order to use the Connect Services. Once you have agreed to the User Agreement and all applicable terms, conditions, and disclosures, you will be permitted to access the Connect System (your ability to access the Connect System is referred to herein as your “Account”), provided that you may be required to provide certain personal information to Connect and its Affiliates in order to use certain Connect Services provided by a Connect Affiliate. As more fully described in Section 4 (How to Open an Account and Use the Services) below, Connect’s Affiliates may require this information to verify your identity or otherwise confirm that you are eligible to use the Connect Services depending on the particular service that you will be using (for example, to confirm that you are not subject to sanctions or some other kind of legal or risk based restriction).

For further information on how we use the information you provide us or generate during your use of the Services and who we share this information with, see Section 4 (How to Open an Account and Use the Services), Section 5 (Account Authorizations), and Section 11 (Privacy Policy) below.

*       *       *

1. Connect Services. Below is a list of services that may be made available to you by Connect through the Platform. Please note that: (i) the below list is not a complete or exhaustive list of all services that may be made available to you through the Platform (and that any service that is available to you through the Platform, but not described below, will be described to you through the Platform) or by a Connect Affiliate (and that any service that is available to you directly from a Connect Affiliate, but not described below, will be described to you through a user agreement or documentation provided by the applicable Connect Affiliate; and (ii) not all of the below services will be made available to you through the Platform (it is up to the discretion of Business as to which Connect Services will be made available on the Platform).

   The below list of services, in addition to any other service described in this User Agreement or made available to you by Connect through the Platform, are collectively referred to as the “Services” in this User Agreement. The Services may not be available in all jurisdictions and may be provided by Connect or its Affiliates. All fees for the Services will be disclosed to you prior to you using the Services.

• Account Funding Services. You may be able to fund your Fiat Currency account held with Business or another third party by depositing Digital Assets to your Digital Asset account held with one of Connect’s Affiliates (an “Affiliate Account”) through the Connect System for the purpose of Connect’s Affiliate converting the Digital Assets to Fiat Currency and withdrawing your Fiat Currency to your Business Account or other third party Fiat Currency account (each a “Fund Transaction”). In order to use the Account Funding Services, you must have agreed to the applicable Connect Affiliate’s user terms and conditions (“Affiliate User Agreement”) and opened an Affiliate Account. While your access to the Connect System and the Connect Services will be governed by this User Agreement, access to your Affiliate Account and use of the Account Funding Services through a Connect Affiliate will be governed by your Affiliate User Agreement.

• Pay Services. For shoppers or other payors (“Senders”), you may be able to pay a merchant or other payee, which may include Business (each a “Recipient”), for certain goods or services (or otherwise make a payment for a legitimate business purpose), by depositing Digital Assets to one of Connect’s Affiliates via the Connect System for the purpose of transferring the Digital Assets to the Recipient as satisfaction of the payment obligation owed. If you are a Sender, then you may be required to agree to additional terms and conditions with Business and/or Connect’s applicable Affiliate prior your use of the Pay Services, which will be displayed to you in the Platform prior to your use of the Pay Services.

  For Recipients, you may be able to accept payments from Senders for certain goods or services (or otherwise receive a payment for a legitimate business purpose) in Digital Assets, which may, in each case as permitted in the Platform, be directly credited to your Affiliate Account, withdrawn to an external blockchain address as instructed by you, or converted to Fiat Currency and credited to your Affiliate Account or withdrawn to your external bank account as instructed by you (each a “Pay Transaction”).  In order to use the Pay Services, you must be enrolled in Business’s Digital Assets pay program and agree to certain terms and conditions with Business. In addition, while your access to the Connect System and the Connect Services will be governed by this User Agreement, access to your Affiliate Account and use of the Pay Services through a Connect Affiliate will be governed by your Affiliate User Agreement. 

• Payout Services. For merchants or other payors, which may include Business (“Payors”), you may be able to pay a contractor, vendor, or other payee (“Beneficiary”) for certain goods or services (or otherwise make a payment for a legitimate business purpose) with Digital Assets by converting Fiat Currency (including, if applicable, Fiat Currency custodied in your Business Account or Affiliate Account) to Digital Assets (or use your existing Digital Asset balances in your Affiliate Account) for the purpose of Connect’s Affiliate transferring the Digital Assets to the Beneficiary as satisfaction of the payment obligation owed.  While your access to the Connect System and the Connect Services will be governed by this User Agreement, access to your Affiliate Account and use of the Payout Services through a Connect Affiliate will be governed by your Affiliate User Agreement.

  For Beneficiaries, you may be able to accept payments from Payors for certain goods or services (or otherwise receive a payment for a legitimate business purpose) in Digital Assets, which will be withdrawn to an external blockchain address as instructed by you (each a “Payout Transaction”). If you are a Beneficiary, then you may be required to agree to additional terms and conditions with Business and/or Connect’s applicable Affiliate prior your use of the Pay Services, which will be displayed to you in the Platform prior to your use of the Pay Services.

• Auth Services. You may be able to link one or more external blockchain wallets controlled by you, including, but not limited to, self-custodial or centralized exchange wallets (each a “Wallet”), as well as your Affiliate Account(s) (if any), to Connect’s proprietary wallet linking product within the Connect System called “Auth.” Once a Wallet or Affiliate Account is linked to Auth, you may deposit and withdraw Digital Assets in your Wallets and Affiliate Accounts to and from your other Wallets and Affiliate Accounts (each deposit a “Deposit Transaction,” and each withdrawal a “Withdrawal Transaction”). Each Deposit Transaction and Withdrawal Transaction instruction will be transmitted through the Connect System to the applicable: (i) Connect Affiliate for processing if the withdrawal or deposit is from or to an Affiliate Account; and (ii) third party provider (which may include Business, if applicable) that provides you access to your Wallet (each a “Wallet Provider”) for processing if the withdrawal or deposit is from or to a Wallet. Connect may use one or more third party service providers in connection with the Auth Services which may require you to agree to the terms and conditions of such third-party service providers prior to you using Auth. If enabled by Business, if you link a Wallet or Affiliate Account to Auth, you may be able to use the Digital Asset balances in your Wallet or Affiliate Account to engage in another Connect Services (for example to send Digital Assets as a Pay Transaction to a Recipient).

  When linking a Wallet or Affiliate Account to Auth, you represent and warrant to Connect, its Affiliates, and any third-party service providers that you are the sole owner and controller of each linked Wallet and Affiliate Account. Connect, its Affiliates, and/or their third party service providers: (a) will not custody the private keys to your linked Wallets at any time during your use of the Auth Services unless expressly provided otherwise in writing by Connect, its Affiliates, or their third party service providers; (b) retain sole discretion on which types of Wallets they will make available for linking to Auth; (c) may reject any Wallet, Deposit Transaction, or Withdrawal Transaction in their sole discretion including, but not limited to, due to compliance with internal compliance policies or in accordance with this User Agreement or the applicable Affiliate User Agreement (if any), or third-party service provider terms and conditions; (d) may, in their sole discretion, set and change quotas and other limits on Auth or any usage of Auth, which may include the number of Deposit Transactions and Withdrawal Transactions that you may initiate during a particular period or the minimum required time between any such transactions and limit the amount of linked Wallets; (e) may disable or “un-link” a linked Wallet or Affiliate Account due to inactivity as determined in their sole discretion; (f) may require you to re-verify your control over a linked Wallet or Affiliate Account using Connect’s, its Affiliates’, or the applicable third-party service providers’ chosen authentication method at any time (including for each transfer initiated by you); and (g) may suspend or terminate your access to Auth if you are in violation of this User Agreement or any applicable Affiliate User Agreement (if any), or the applicable third-party service provider’s terms (if any) or for any other legitimate business reason.

  When using Auth or the Auth Services, you shall not, and shall not permit any third-party to, directly or indirectly: (1) copy, reproduce, modify, create derivative works of, or distribute Auth or any component of Auth (including any third-party service provider’s technology); (2) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence or organization of Auth or any third-party service provider’s technology; (3) rent, lease, or use Auth for or on behalf of any third-party unless expressly permitted otherwise herein; (4) remove, obscure or destroy any proprietary or confidential legends or markings in connection with Auth; (5) develop, distribute or use any functionality that would disable, hack or bypass any security measures of Connect, its Affiliates, or their third-party service providers, including any verification or authentication mechanisms implemented in or by Auth; (6) use any automated means (e.g., scraping, crawling, spidering or robots) to access, query or obtain any data received through Auth; (7) use Auth or the Auth Services in any way that (A) infringes, misappropriates, or otherwise violates any intellectual property rights, privacy, publicity, or other proprietary rights of any person, (B) interrupts, interferes with, or limits the functionality of any technology used to power Auth, or (C) diverts, misappropriates, or otherwise obtains unauthorized access to assets stored within the Connect System or any linked Wallet; (8) access Auth and/or the Auth Services to build a competitive product or service; (9) use the Auth or the Auth Services for any illegal, unlawful or unauthorized purposes; or (10) exceed or circumvent any quotas or limits on your use of Auth.

• zerohash OneID Services. Use the Background Information (defined in Section 4 (Entity Information) below) associated with your Affiliate Account (if applicable) to use a Connect Service in connection with another third party platform or other application outside of the Platform and your relationship with Business (the ability to use such Background Information for the foregoing purpose is referred to herein as your “zerohash OneID”). Connect and its Affiliates may require you to provide additional Background Information or other information in order for you to use your zerohash OneID to access such other products. Connect and its Affiliates shall determine, in their sole discretion, which products and services and which platform, application, or other third party that you may access using your zerohash OneID and may revoke your ability to use your zerohash OneID, in whole or in part, for any reason without prior notice to you. Please see our Privacy Policy discussed in Section 11 (Privacy Policy) below for more information on how your Background Information is used and shared in connection with your zerohash OneID.

Fund Transactions, Payout Transactions, Pay Transactions, Deposit Transactions, Withdrawal Transactions, and any other transaction permitted during your use of the Services are collectively referred to herein as “Transactions.”

2. Modifications to this User Agreement.  We reserve the right to make changes to this User Agreement at any time and at our sole discretion.  If we make changes, we will post the amended User Agreement to the Platform or provide the amended User Agreement directly to you via the Connect System, as applicable, and update the “Last Updated” date above. If you log into or otherwise access or use your Business Account after the updated User Agreement is posted to the Platform, your continued use of your Business Account on that date will constitute your acceptance of the updated User Agreement. We may also attempt to, but are not obligated to, notify you by sending a notice to any point of contact associated with your Account, which may include email, or by providing notice through the Platform or through the Connect System. The foregoing sentence shall not apply to the extent that any specific notice is required by Applicable Law, in which case we will notify you of any changes to this User Agreement via the requisite form of notice which may include email, the Platform, the Connect System, or as otherwise required by Applicable Law. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Unless we say otherwise in our notice, the amended User Agreement will be effective immediately and will apply to any then current and subsequent uses of the Services, including any pending Digital Asset Transactions. You are responsible for reviewing this User Agreement each time you access or use our Services. Your continued access to or use of your Account or the Services after we update the User Agreement will constitute your acceptance of the changes. If you do not agree to any of the amended terms and conditions contained in any update(s) to this user Agreement, you must stop accessing and using the Services and close your Account immediately.  If you decline the User Agreement or any changes or updates thereto, we reserve the right to immediately suspend or close your Account and/or restrict your Access to the Services. Please note, if you are located in New York, you have the right under New York law to receive prior notice of any changes to this User Agreement.

3. Eligibility to Open an Account and Use the Services

• General Requirements:

  • Individuals.  To register an Account or use the Services, you must be an individual at least eighteen (18) years of age and have the legal capacity to enter into this User Agreement (“Individual”) and must not have been previously suspended or removed from use of the Services. In addition, where applicable, you must have an account in good standing with Business (“Business Account”), or otherwise not be prevented from using or accessing the Services through the Platform, if you are registering for an Account through the Platform.

  • Entities.  To register an Account or use the Services, you must be an entity duly formed and legally authorized to operate in the jurisdiction of your formation (“Entity”).  You represent and warrant that: (i) you are a legal entity duly organized and validly existing under the Applicable Laws of the jurisdiction of your organization; and (ii) the person entering you into this User Agreement (the “Authorized Person”) is duly authorized by you to act on your behalf. You further represent and warrant that the Authorized Person: (a) is at least eighteen (18) years of age; (b) has not previously been suspended or removed from using the Services; and (c) has all powers and authority necessary to enter into this User Agreement and in doing so will not violate any other agreement to which you are a party. Connect and its Affiliates are not responsible or liable for relying on the representations of your Authorized Persons, agents, employees, contractors, attorneys, financial advisors, or any other person Connect and its Affiliates reasonably believe represents you in the acceptance of this User Agreement or in the acceptance of any other instruction through the Platform or through the Connect System. In addition, where applicable, you must have a Business Account in good standing, or otherwise not be prevented from using or accessing the Services through the Platform, if you are registering for an Account through the Platform.

Notwithstanding anything to the contrary herein, Business may restrict any Individual or Entity from accessing the Services through the Platform, in whole or in part, and whether before or after you have agreed to this User Agreement and opened an Account, as determined by Business in its discretion and/or pursuant to the Platform’s terms of use or other Business user terms. Connect and its Affiliates shall not be liable or responsible to you in any way for Business’s decision to limit or restrict your access to the Services or your Account in accordance with the foregoing.

• Permitted Jurisdictions. You may only register an Account or use the Services if you, if registering as an Individual, reside in or, if registering as an Entity, are organized and operate in, any country, state, district, territory, or other jurisdiction in which Connect and its Affiliates are authorized to provide Services (“Permitted Jurisdictions”). A current list of Permitted Jurisdictions, which is incorporated by reference, is available here and is subject to change at any time without prior notice to you.  Any updates to Permitted Jurisdictions shall be updated at the link above.  If the link above is down, contact us at [e-mail] before using the Services enumerated in this User Agreement.

• Restricted Foreign Jurisdictions.  You may not register an Account or access or use the Services if you are located or organized in, under the control of, or a citizen or resident of any state, country, territory, or other jurisdiction to which the United States, United Kingdom, European Union, or other country in which Connect and its Affiliates operate in has embargoed goods or services, or where your use of the Services would be illegal or otherwise violate any Applicable Law of such jurisdiction, including, but not limited to, any sanctioned country as listed by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or foreign equivalent (“Restricted Jurisdiction”). We may implement controls to restrict access to the Services from any Restricted Jurisdiction, including withholding the ability to submit Digital Asset withdrawal requests through the Connect System as reasonably required by Applicable Law. You hereby represent and warrant that you are not under the control of, or a citizen or resident of, any Restricted Jurisdiction and that you will not access or use any Services while located in any Restricted Jurisdiction, even if our methods to prevent access to and use of the Services from these jurisdictions are not effective or can be bypassed.

• Restricted Persons and Activity.  You hereby represent and warrant that you: (i) have not been identified as, and/or are not owned or controlled by, a “Specially Designated National” as determined by OFAC or any foreign equivalent, nor have you or any beneficial owner or controlling person of you (if applicable) been placed on any sanctions list by OFAC, the U.S. Commerce Department, the U.S. Department of State, or any other government where Connect or its Affiliates operate and/or you access the Services from (a “Prohibited Person”); and (ii) will not use our Services if you or any beneficial owner or controlling person of you are at any time hereafter designated a Prohibited Person or to conduct any illegal or illicit activity.

• Services and Your Location. The Services made available to you may be limited depending on the jurisdiction you are accessing the Services from and Connect and its Affiliates reserve the right to restrict the Services made available to you based on your location without prior notice to you. Additionally, the Services may be limited or terminated if you are located in or move to a jurisdiction that is not supported by Connect and its Affiliates. For example, if you are physically located in, move to, or otherwise attempt to access the Services while in the State of New York, U.S.A., then certain Services may be limited or restricted to you, and any pending transactions may be canceled.  Connect and its Affiliates shall not be liable or responsible to you for any claims relating to the limitation of the Services based on your location or termination of Service resulting from your access of the Service from an unsupported jurisdiction or a limited-service jurisdiction (such as the State of New York). You shall hold Connect and its Affiliates harmless for any actions taken by Connect and its Affiliates resulting from your moving to a new jurisdiction or accessing the Services from an unsupported jurisdiction or limited-service Jurisdiction (such as the State of New York).

4. How to Open an Account and Use the Services

• Accept Terms and Conditions. Accept Terms and Conditions. Prior to accessing the Services and opening an Account, you must first agree to this User Agreement, our Privacy Policy, and any other terms, conditions, and disclosures displayed to you in the Platform. In addition, you may be required to provide certain personal information to Connect and its Affiliates prior to accessing and using certain Services (for example, the Account Funding Services, Payout Services, and Pay Services) in accordance with Section 4 (Information Required to Use Certain Services) below).

• Information Required to Use Certain Services

  • Personal Information.  During the Account registration process for individuals, you may be required to provide Connect and its Affiliates with information and documentation that we request for the purpose of establishing and verifying your identity (“Personal Information”). In addition, as a condition to accessing and using the Services, you authorize Business, if applicable, to share your Personal Information with Connect, its Affiliates, and applicable third-parties pursuant to Connect’s Privacy Policy and Business's Privacy Policy (discussed in Section 11 (Privacy Policy) below). Personal Information may include, but is not limited to, your name, email address, residential address, phone number, date of birth, investment experience, financial condition and taxpayer identification number. Personal Information may also include documentation, such as copies of your government-issued photo identification (for example, your passport, driver’s license, or military identification card), account statements, and other documents as Connect and its Affiliates may require. Personal Information may also include certain biometric information such as retina or iris scans, fingerprints, voiceprints, hand scans, facial geometry, and other unique biological information used to confirm your identity (“Biometric Data”). Personal Information will be retained by us as needed to provide the Services and at our discretion as permitted by Applicable Law and may be made available to any governmental authority or self-regulatory organization upon reasonable request in accordance with Applicable Laws. You agree to provide accurate, current, and complete Personal Information. For further information on how we use or share your Personal Information and other information you provide us during your use of the Services, see the Connect Privacy Policy discussed in Section 11 (Privacy Policy) below.

  • Entity Information. During the Account registration process for Entities, you must provide the Platform and/or zerohash with information and documentation that we request for the purpose of establishing and verifying your Entity information (“Entity Information”). In addition, as a condition to accessing and using the Services, you must authorize Business (if applicable) to share your Entity Information with Connect, its Affiliates, and applicable third-parties. Entity Information may include, but is not limited to, the name, email address, phone number, date of birth, and taxpayer identification number of each of your beneficial owners or controlling persons, in addition to your Employer Identification Number and incorporation documents, letters of good standing, or other corporate information and documentation as applicable and requested by us.  Entity Information will be retained by us at our discretion and may be made available to any governmental authority or self-regulatory organization upon reasonable request in accordance with Applicable Laws. You agree to provide accurate, current, and complete Entity Information.

  • Personal Information and Entity Information shall collectively be referred to herein as “Background Information.”

• Verification. You hereby authorize Connect and its Affiliates, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm, verify, and authenticate the Background Information you provide, continue taking any ongoing measures to maintain confirmation of the accuracy of your Background Information, and take any and all action Connect and its Affiliates deem necessary at our sole discretion based on the results. This process may result in a delay in registering your Account, and that you will not be authorized to access or use the Services until your Account registration has been successfully completed.

• Account Monitoring. As part of Connect and/or its Affiliates’ legal compliance programs (“Compliance Programs”), we and/or our Affiliates will monitor your Account and your use of the Services, and review your Background Information and any Transaction related activity on an ongoing basis, as may be required by Applicable Law and/or pursuant to our internal policies and procedures. At any time, we or our Affiliates may require you to provide us with additional Background Information, or any other information reasonably requested, as a condition to your continued access to and use of your Account and the Services. During such time, your access to and use of your Account and the Services may be temporarily restricted. Your access to and use of the Services is subject to compliance with our Compliance Programs at all times. 

5. Account Authorizations

• Authorization to Connect. You understand and acknowledge that: (i) your Account is self-directed (that is, you are submitting and entering into Transactions on your own accord and at your own direction, and not at the direction of, or for the benefit of, a third-party), and you hereby appoint Connect and its Affiliates as your agent for the purpose of carrying out your instructions you place on the Platform or through the Connect System in accordance with this User Agreement; (ii) Business, or anyone acting on behalf of Business, is not your agent with respect to your (a) instructions placed through the Platform or Connect System, (b) Digital Asset and Fiat Currency balances custodied with Connect’s Affiliate(s) pursuant to the Affiliate User Agreement(s), or (c) Digital Asset Transaction decisions; and (iii) Business, or anyone acting on behalf of Business, is not an agent of Connect or its Affiliates. Connect and its Affiliates may rely on your instructions placed on the Platform or through the Connect System and Connect and its Affiliates shall not be liable for relying on and executing on such instructions. You hereby authorize Connect to open and close your Account, utilize your Login Credentials (defined below) to access your Wallet or any account held at a third-party centralized exchange or other applicable third-party as necessary to perform the Services described in this User Agreement, restrict access to the Connect System, instruct its Affiliates to settle and/or cancel Transactions, collect and offset any fees or other amounts due to Connect and its Affiliates, and take such other steps as are reasonable to carry out your instructions.

• Authorization to Share Information with Business and other Third-Parties. If you are registering an Account through the Platform, you hereby authorize us to provide Business, our Affiliates, and/or an applicable third-party (as discussed below) any data or information you provide to us, including without limitation any of your Background Information, Account information, Account activity, Account or Wallet Login Credentials, or any Communications (defined in Section 10 (Communications) below) we have with you (except as expressly prohibited by Applicable Law), and to continue sharing such information, and any revisions or additions thereto, with Business, our Affiliates, and/or the applicable third-party on an ongoing basis until your account(s) with Business is/are closed pursuant to the terms and conditions governing such account(s) or you notify us of your intent to revoke this authorization. Except where prohibited by Applicable Law, if you revoke this authorization to share information, in whole or in part, we reserve the right to immediately suspend or close your Account and/or restrict your Access to all or some of the Services that require this information sharing to meet our legal, regulatory, industry or contractual obligations. However, we may retain all Account information, including without limitation Account activity and Background Information, as required by this User Agreement and Applicable Law and may share such information with: (i) a governmental authority or other appropriate third-party in accordance with any subpoena, regulatory request, court order, Applicable Law, or other legal requirement; (ii) any third-party in order to verify the Background Information in accordance with Section 4 (How to Open an Account and Use the Services) above or to otherwise adhere to our regulatory obligations; (iii) our Affiliates’ banks and other financial institutions that they use or may use to process funds in connection with your Transactions; and (iv) the necessary parties in connection with a merger, acquisition, or other business reorganization. For further information on how we use or share your Background Information and other information you provide us during your use of the Services, see the Connect Privacy Policy discussed in Section 11 (Privacy Policy) below.

6. Account Management

• Account Access.  If accessing the Services through the Platform, the level of access to your Account will depend on the particular Service you are utilizing and the level of access permitted by Business. For example, if the Platform allows you to access your Account and continuously see Account balances, Transaction history, etc., then you may be able to access your Account in the same method that you access your Business Account, which may include using your username and password connected to your Business Account or your Wallet or Account held at an applicable third-party (“Login Credentials”). If the Platform provides you limited access to your Account (for example, if your only interaction with Connect was as a Sender to engage in a Pay Transaction), then you may be limited to viewing your Transaction receipts or other limited information. No matter the level of access you have to your Account through the Platform, you may contact Connect at any time by emailing [e-mail] for any information concerning your Account.

  If you are accessing the Services directly through the Connect System, you will use your Connect provided Login Credentials to access your Account. 

  You may only access your Account using the method(s) authorized or required by Connect and/or Business (as applicable). From time to time, Connect or Business (as applicable) may require you to access your Account via new or different access method (including but not limited and as applicable, changing your Login Credentials and re-verifying your Background Information (if applicable)) at their discretion and as a condition to your continued access to and use of your Account and the Services.  You shall not share your Account access method(s) or Login Credentials (as applicable) with any third-party or permit any third-party to gain access to your Account, and you hereby assume responsibility, to the extent permitted by Applicable Law, for any instructions, Transactions, or actions provided or taken by anyone who has accessed your Account regardless of whether the access was authorized or unauthorized.

• Account Maintenance.  You are required to keep the Background Information associated with your Account (“Account Profile”) updated at all times, and you agree to update your Account Profile immediately upon any changes to Background Information that you previously provided by contacting Business via the method available to you in the Platform and/or Connect at [e-mail]. A CHANGE IN YOUR JURISDICTION OF RESIDENCE OR FORMATION MAY IMPACT YOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND HEREBY AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR JURISDICTION OF RESIDENCE OR FORMATION. PLEASE REFER TO OUR LIST OF PERMITTED JURISDICTIONS IN SECTION 3 (PERMITTED JURISDICTIONS) AND SECTION 3 (SERVICES AND YOUR LOCATION) REGARDING HOW A CHANGE IN YOUR JURISDICTION OF RESIDENCE OR FORMATION MAY IMPACT YOUR ACCESS TO THE SERVICES. 

• Account Security.   You are solely responsible for managing and maintaining the security of your Login Credentials (if applicable) and any other forms of authentication and, to the extent permitted by Applicable Law, we are not responsible (and you will not hold us responsible) for any unauthorized access to and or use of your Login Credentials and/or Account (“Unauthorized Access”). You are solely responsible for maintaining the security of your Account to the extent you have access (including, if applicable, your Login Credentials by periodically updating your Login Credentials and by keeping your Login Credentials and other forms of authentication confidential and separate from each other). You shall notify us as soon as you become aware of or suspect any Unauthorized Access by emailing [e-mail].

• Unauthorized Account Activity.  You are solely responsible for monitoring your Account for unauthorized or suspicious instructions, actions, or Transactions (“Unauthorized Activity”), and agree that we are not responsible (and you will not hold us responsible) for any Unauthorized Activity, as permitted by Applicable Law. You are solely responsible for any Transaction executed through your Account as a result of Unauthorized Activity. 

  You must protect your Account from Unauthorized Activity by: (i) reviewing, on an ongoing basis, your Transaction history and your Account Profile; (ii) reviewing, immediately upon receipt, any Transaction receipts, confirmations and notices that we may provide through the Platform, post to your Account or send to your email address associated with your Account; (iii) verifying that you received a confirmation from us and, if applicable, the Platform, that a Transaction or instruction you provide is received, executed or canceled, as applicable; and (iv) in the event of not having received any such confirmation, notifying us and, if applicable, the Platform, as soon as possible.

• Potentially Fraudulent Activity.   Connect and its Affiliates maintain an Anti-Fraud Policy, which is available here and incorporated herein by reference (and which may be updated from time to time without prior notice to you), designed to detect and prevent fraud and to identify and assess fraud-related risk areas. In furtherance of their Anti-Fraud Policy, Connect and its applicable Affiliates will monitor your use of your Account. Any actual or suspected Unauthorized Access and/or Unauthorized Activity will be treated by Connect as potentially fraudulent (“Potentially Fraudulent Activity”). You must notify us as soon as possible if you become aware of or suspect any Potentially Fraudulent Activity by emailing [e-mail]. For the avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice via email to [e-mail] from you of any Potentially Fraudulent Activity, Connect and Business (if applicable) will take reasonable and timely steps to protect your Account, including, for example, by temporarily restricting access to your Account, suspending any pending Transactions, and/or requiring you to access your Account via a new or different method or change your Login Credentials (if applicable).

  You shall promptly report any Potentially Fraudulent Activity to legal authorities and provide us a copy of any report prepared by such legal authorities via [e-mail]. In the event of an investigation of any Potentially Fraudulent Activity, you shall: (i) cooperate fully with the legal authorities and Connect in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow Connect, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. Any failure to cooperate in any such investigation may cause delays in regaining access to your Account and any Fiat Currency or Digital Assets held in your Affiliate Account(s) (if applicable).

• Prohibited Activity. You shall not use the Services or your Account to: (i) engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick users of the Platform, Business, Connect, or their Affiliates; (ii) engage any Transaction with no intention to execute; (iii) make a misstatement of fact to Connect, Business, or their Affiliates; (iv) violate the Applicable Laws applicable to Business, Connect, or their Affiliates; (v) bring disrepute to Connect, Business, or their Affiliates in any way; (vi) enter into Transactions for the purpose of assisting another person to engage in transactions that are in violation of this User Agreement or any Applicable Laws; (vii) engage in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts to improperly influence another user or any other person, including Business, zerohash, and their Affiliates; or (viii) transfer any Digital Assets (including, but not limited to, NFTs or tokenized assets) to Connect or its Affiliates that are illegal to own, contains any illegal or infringing content, has been used in illegal transactions or was derived from illicit means, or otherwise violates or risks violating any Applicable Laws.

• Restricted Business Activity. If you are an Entity, you shall not use the Services or otherwise use your Account in connection with any of the businesses, activities, or practices listed here, which is incorporated herein by reference and which may be updated from time to time without prior notice to you. You hereby represent and warrant that you have commercially reasonable policies and procedures in place to ensure compliance with this section. If you have any questions concerning the application of this section to your use of the Services, you may contact zerohash at [e-mail].

7. Disabling Your Account

• Closing Your Account.  You may close your Account at any time and for any reason by contacting connect at [e-mail] unless we believe, in our sole discretion, that such action is being performed in an effort to evade an investigation or is being done so in connection with your violation of this User Agreement or Applicable Law. Disabling an Account will not affect any rights or obligations incurred prior to the date of closure in accordance with this User Agreement. Connect will retain your Account information in accordance with and as required by Applicable Law.

  You are solely responsible for any fees, costs, expenses, taxes, charges or obligations (collectively, “Costs”) associated with the disabling and closing of your Account. In the event any incurred Costs exceed the value of your Account, you are responsible for reimbursing Connect the value of such Costs and that you will remain liable to Connect for all obligations incurred in your Account, pursuant to this User Agreement, or otherwise, whether arising before or after the closure of your Account or the termination of this User Agreement. 

• Account Suspension or Termination.  By using the Services, we have the right to immediately suspend or terminate your Account and/or freeze any pending Transactions without prior notice to you if: (i) we suspect, at our sole discretion, you to be in violation of any provision of this User Agreement, our Compliance Programs, or any Applicable Laws, or that you present a risk to Connect and/or its Affiliates, reputational or otherwise; (ii) we are required to do so by Applicable Law; (iii) we suspect any suspicious or Unauthorized Activity or any actual or attempted Unauthorized Access to your Account or your access method or Login Credentials (as applicable); (iv) your Business Account has been suspended or terminated or you no longer have access to the Platform (if applicable); (v) Connect or Business suspend, terminate, or otherwise end their relationship to provide the applicable Services or in the applicable jurisdiction; or (vi) the Account has not been accessed in two (2) years or more.

  If your Account has been suspended or terminated, you will be notified at the point of access or login to the Platform or the Connect System when you attempt to access the Services. We may, at our sole discretion and as permitted by Applicable Law, provide written notice that your Account has been suspended or terminated.

8. Digital Assets

• Supported Digital Assets.  A list of Digital Assets that may be made available to you during your use of the Connect Services is available here, which may be updated from time to time without prior notice to you (“Supported Assets”). Notwithstanding the foregoing, Business has sole discretion on which Supported Assets will be made available to you via the Platform (and Connect’s Affiliates have sole discretion on which Supported Assets will be made available to you via the Connect System). Connect and its Affiliates may delist a Supported Asset, at any time and for any reason at our sole discretion without prior notice to you, including but not limited to changes in a given Digital Asset’s characteristics or due to a change in the Digital Asset’s regulatory classification (each a “Delisted Asset”).

• Risks.  There are several risks associated with Digital Assets. Before using the Services, you should ensure that you have read and understand the Risk Disclosures described here, which is incorporated herein by reference and which may be updated from time to time without prior notice to you. By accessing and using the Services, you hereby represent and warrant that you have read and understand the Risk Disclosures. Please note that the Risk Disclosures are not an exhaustive list of all risks associated with Digital Assets and the Services.

9. Digital Asset Transactions

• Transaction Limits.  Your use of the Services may be subject to a limit set by a Connect Affiliate, Business, or Wallet Provider (as applicable) on volume (in Fiat Currency and Digital Asset terms) that you may transact in a given time period. Any such limits will be governed by the agreement between you and such third party (e.g., if the limit is set by a Connect Affiliate, it will be governed by the Affiliate User Agreement).

• Transaction Receipt.  When your Transactions are executed, Business or the applicable Connect Affiliate will provide you with a receipt (a “Transaction Receipt”) either through the Platform, or to your email address associated with your Business Account, Affiliate Account, or Account (as applicable).

• Cancellations.  Connect does not have the ability to cancel or reverse any Transactions after they are sent to and settled by the applicable Connect Affiliate and/or Wallet Provider. You must contact the applicable Connect Affiliate and/or Wallet Provider if you believe that any of your Transactions should be cancelled or reversed for any reason. Connect’s Affiliates may delay or cancel Transactions in accordance with the applicable Affiliate User Agreements, and in such an event, Connect shall not be responsible to you for any losses arising out of such a cancellation.

• Errors.  You are solely responsible for reviewing your Transactions Receipts and for monitoring your Transaction history for any errors (or any Potentially Fraudulent Activity, as outlined in Section 6 (Potentially Fraudulent Activity) above).  You are solely responsible for reviewing your Transaction Receipts for accuracy and for notifying Business, the applicable Connect Affiliate, and/or Wallet Provider (as applicable) of any suspected errors (or if you did not receive a Transaction Receipt or Transaction cancellation notice) in accordance with the agreement you have with the applicable third parties. Failure to notify the appropriate parties in accordance with your agreement(s) may result in you waiving your right to dispute any Digital Asset Transaction. Connect shall not be held liable: (i) to you for or be obligated to correct any suspected errors; and (ii) should its Affiliates, Business, or any Wallet Provider (as applicable) declare null and void a Digital Asset Transaction that the cancelling party determines to be erroneous for any reason (each, an “Erroneous Transaction”). You are responsible for ensuring that the appropriate Transaction is submitted when you engage in a Transaction through the Connect System and for contacting either Business, Connect’s Affiliates, and/or any Wallet Provider (as applicable) if there are any suspected errors.

• Downtime. Connect and its Affiliates use commercially reasonable efforts to provide the Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing the Services may occur due to a variety of factors, some of which are outside of Connect’s and/or its Affiliates’ control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Services (collectively, “Downtime”).  Accordingly, part or all of the Services may be unavailable during any such period of Downtime and Connect and its Affiliates are not liable or responsible to you for any inconvenience or losses to you as a result of Downtime. Following Downtime, the prevailing market prices of Digital Assets may differ significantly from the prices prior to such Downtime.

• Force Majeure Events.  Connect and its Affiliates shall not have any liability for any failure to perform or delay in performing its obligations under this User Agreement due to any act of God, act of governmental authority, change, enactment, or declaration in law or regulation, war, strike, blockade, boycott, lockout, criminal act, fire, explosion, natural disaster, earthquake, flood, weather condition, power failure, transportation, pandemic (including COVID-19) or other accident beyond the reasonable control of Connect or its Affiliates (“Force Majeure Events”).

• Misdirected Asset Recovery Procedure. If you send Connect’s Affiliates, whether intentionally or unintentionally, an unsupported Digital Asset or a supported Digital Asset on the wrong network or blockchain (each a “Misdirected Asset”), then you must submit an asset recovery request to Business (each an “Asset Recovery Request”) who will then communicate the Asset Recovery Request to the appropriate Connect Affiliate. Connect’s applicable Affiliate will use commercially reasonable efforts to locate and recover a Misdirected Asset but makes no guarantee as to the recoverability of any Misdirected Asset. If Connect’s applicable Affiliate locates and determines, in its sole discretion, that a Misdirected Asset is recoverable, then the applicable Connect Affiliate will communicate to you and/or Business the steps required to recover the Misdirected Asset. Business’s or your failure to cooperate with Connect’s applicable Affiliate in the recovery process provided by the Affiliate may result in a delayed recovery of the Misdirected Asset or no recovery at all, and Connect and its Affiliates will not be liable to you or Business for any loss associated with the unrecovered Misdirected Asset. YOU ACKNOWLEDGE AND AGREE THAT: (I) CONNECT’S APPLICABLE AFFILIATE MAY CHARGE YOU A FEE FOR EACH ASSET RECOVERY REQUEST FOR RECOVERING A MISDIRECTED ASSET; AND (II) YOU HAVE REVIEWED AND ACCEPTED THE ASSET RECOVERY REQUEST FEES LISTED HERE (IF ANY), WHICH IS INCORPORATED HEREIN BY REFERENCE AND WHICH MAY BE UPDATED FROM TIME TO TIME WITHOUT PRIOR NOTICE TO YOU.

10. General Terms of Service

• Self-Directed Account.  Your Account is self-directed, you are solely responsible for any and all Transactions placed through your Account, and all Transactions entered by you are unsolicited and based on your own decisions. You hereby represent and warrant that you have not received and do not expect to receive any financial advice from Connect or any of its Affiliates in connection with your Transactions. Notwithstanding anything in this User Agreement, neither Connect nor its Affiliates accept responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your Transaction decisions. Under no circumstances will your use of the Services be deemed to create a fiduciary relationship or a relationship that includes the provision or tendering of financial advice. Neither Connect nor any of its Affiliates, nor any of their employees, agents, principals, or representatives: (i) provide financial advice in connection with this Account; (ii) recommend any Digital Assets, Transactions, or any action or inaction in your Account; or (iii) solicit your placement of any particular Transaction.

• Communications. All notices and communication with you regarding your Account, the Services, this User Agreement, and any other applicable agreements, documents, and disclosures (together, the “Communications”), will be delivered electronically either through the Platform, your Account, your Affiliate Account, or via an email sent by Connect, Business, or a third party on behalf of us (as applicable), to the email address associated with your Account, Business Account, and/or Affiliate Account (as applicable). To ensure that you receive all of our electronic Communications, you agree to keep your email address up-to-date and immediately notify us through the Platform, through the Connect System, or via [e-mail] if there are any changes. Delivery of any Communication to the email address associated with your Account, Business Account, or Affiliate Account is considered valid. If any email Communication is returned as undeliverable, we retain the right to block your access to your Account until you provide and confirm a new and valid email address. You may withdraw your consent to receive Communications electronically by contacting us at [e-mail].  If you fail to provide or withdraw your consent to receive Communications electronically, we reserve the right to immediately close your Account or charge you fees for paper copies.

• Taxes.  Connect and its Affiliates do not provide tax or legal advice.  Connect’s Affiliates may report Digital Asset Transactions and the proceeds from Digital Asset sales to the applicable taxing authority to the extent and manner in which so required by Applicable Law and in accordance with the applicable Affiliate User Agreement.  You  will be liable for reporting and paying all taxes relating to your Transactions that may be initiated through your Account.  Connect will not file or report any tax forms or taxable transactions on your behalf, provided that any applicable Connect Affiliate may do so if specified in your Affiliate User Agreement.  You should conduct your own due diligence and consult your advisors before making any Transactions under this User Agreement.  

• Intellectual Property.  Connect and its Affiliates own all right, title and interest in and to the documentation, procedures, requirements, conditions, practices and guidelines for the use of Services, prepared by or on behalf of Connect and its Affiliates describing any processes, procedures, know-how or algorithms developed, devised, practiced or used by us (“Connect System Protocol”), their use and content, as well as all related copyrights, trademarks, service marks, patent rights, and trade secrets and any other intellectual property rights therein (registered or unregistered) including any applications anywhere in the world. We do not grant you any right or license except as expressly set forth herein and otherwise reserves all rights. The Connect System Protocol is protected by applicable copyright, trade secret and other intellectual property laws. Without limiting the foregoing, the Connect logos, trademarks, service or trade names, or slogans that may appear within the Services (collectively, the “Covered Marks”) are proprietary trademarks, service marks, or trade dress of Connect and its Affiliates.  You shall not: (i) copy, modify, disclose, publish, distribute, create derivative works from, reverse engineer, reverse assemble or reverse compile the Connect System Protocol, or any portion thereof, for any reason and you may not use the Connect System Protocol, or any portion thereof, for any purpose other than as expressly authorized herein; (ii) copy, imitate or use, in whole or in part, any Covered Mark without Connect’s prior written permission; (iii) remove, obscure or alter any Connect copyright, trademark, patent or other Connect notices or legends contained in the Services or in any documentation or other materials produced, distributed or published by Connect; (iv) distribute, rent, sell, lease, redistribute, release or license the Connect System Protocol, or any part thereof, to any third-party or otherwise allow access by a third-party; (v) take or authorize any action that could detrimentally interfere with the performance or delivery of the Services, use any robot, spider or other device or process to monitor or copy the Connect System Protocol, or knowingly transmit any virus or other potentially harmful device in connection with your use of the Services; or (vi) assis

• Transaction Data.  Connect and its Affiliates shall be entitled, at our sole discretion, to use information related to Digital Asset Transactions executed through the Services (“Transaction Data”) to develop and compile market data that Connect, its Affiliates, or their third-party service providers may disseminate to third parties (including through a market data feed) for business purposes without further consent from you, and Connect and its Affiliates shall be entitled to any and all revenue derived therefrom. By your use of the Services, you hereby consent to such use of Transaction Data. Any such market data disseminated by Connect, its Affiliates, or their third-party service providers, shall not identify the parties who provided or entered into such Digital Asset Transactions.

  Other than for your own internal use in accordance with this User Agreement, you will not communicate, disclose, redistribute, or otherwise furnish (or permit to be communicated, disclosed, redistributed or otherwise furnished) all or any portion of the Transaction Data, in any format, to any third party or for the purposes of constructing or calculating the value of any index or indexed products or for the purpose of creating any derivative works or to make any use whatsoever at any time of the Transaction Data that could compete with the business of Connect and or its Affiliates or performance of the Services provided by Connect and/or its Affiliates. Notwithstanding the foregoing, any and all data submitted to Connect and its Affiliates by you and all information related to Digital Asset Transactions entered into by you through the Services shall be the joint and exclusive property Connect, its applicable Affiliates, Business and you (if you are not Business), and we shall have the right to use, sell, retransmit or redistribute such information, on an anonymous and aggregated basis, and in accordance with and subject to Applicable Law and our Privacy Policy discussed in Section 11 (Privacy Policy) below.

• Third-Party Data. All title and intellectual property rights in and to any data of any third-party (“Third-Party Data”) which may be linked to or viewed in the Platform or Connect System in connection with the Services (e.g., pricing feeds, news articles, etc.) is the property of the respective third-party and may be protected by applicable copyright or other intellectual property laws. If Third-Party Data is made available to you at any time during your use of the Services, you acknowledge and agree that: (i) this User Agreement does not grant you any right to use such Third-Party Data except during your use of the Services as provided herein; (ii) we will be receiving, utilizing, and relying on Third-Party Data to provide the Services and we are entitled to rely on all Third-Party Data without inquiry; (iii) we make no assurances or guarantees in relation to the content, functionality, reliability, accuracy, completeness, timeliness of delivery of Third-Party Data; (iv) the Third-Party Data is provided on an “as is” and “as available” basis and without warranty of any kind, and we disclaim all warranties, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose; (v) the Third-Party Data shall (A) only be made available to you through the Platform via the Connect System, and (B) only be used for display purposes in the Platform and for your own personal use; (vi) you assume all risks of relying on Third-Party Data, including, but not limited to, deciding whether or not to place Transactions based on Third-Party Data; (vii) we will not be responsible or liable to you for any losses, damages, costs, claims, or expenses incurred by you as a result of or arising from your reliance on Third-Party Data; (viii) you will comply with all Applicable Law when using or relying on Third-Party Data; and (ix) you will not, directly or indirectly, yourself or through any third-party, (A) disclose, release, distribute, disseminate, copy, store, deliver, rent, lease, lend, sell, sublicense, assign, publish, transfer, or otherwise make available any Third-Party Data, or any portion thereof, to any third-party, (B) copy, modify, or create derivative works of Third-Party Data, (C) remove any proprietary notices included within Third-Party Data, (D) use Third-Party Data in any manner or for any purpose that infringes or otherwise violates any proprietary right of any person or entity, or that violates Applicable Law, (E) use Third-Party Data in connection with a criminal offense under any Applicable Laws or for any unlawful purpose whatsoever, (F) use Third-Party Data in any way which is abusive, harmful, threatening, or defamatory or any other way that may cause offense or in any way which causes or is intended to cause annoyance or inconvenience, or which may otherwise damage the reputation of Connect, Business, their Affiliates, or the applicable third-party, (G) use the applicable third-party’s name, trade name, trademark, or logo without the express written consent of Connect and the applicable third-party, or (H) otherwise do anything that would be inconsistent with the terms of this section.

• Death or Incapacity of an Individual Account Holder.  In the case of Individuals that have opened an Account under this User Agreement, if we receive legal documentation confirming your death or incapacitation or other information leading us to reasonably conclude that you have died or are otherwise incapacitated (as determined by zerohash in our sole discretion), we will suspend and/or terminate your Account.  If we have reason to believe you may have died or are incapacitated but we do not have proof of your death or incapacitation in a form satisfactory to us, you authorize us to make inquiries, which may include contacting your known personal or professional associates, whether directly or through third parties, that we consider necessary to ascertain whether you have died or are incapacitated.

• Severability.  If any provision of this User Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this User Agreement shall otherwise remain in full force and effect and enforceable.

• Headings. The headings and captions used in this User Agreement are used for convenience only and are not to be considered in construing or interpreting this User Agreement.

11. Privacy Policy & Authorized Information Sharing.  If you are registering an Account through the Platform, please refer to Business’ Privacy Policy made available to you on the Platform      for information about how Business collects, uses and discloses information about you when you engage with the Platform.  In addition, please refer to our Privacy Policy here (which is incorporated herein by reference and which may be updated from time to time) for information about how we collect, use and disclose information about you when you use the Services. By registering an Account with Connect or otherwise utilizing the Services, you expressly authorize Connect to: (i) share your information with Business, third-party Wallet or Digital Asset account provider you authorize to connect to the Services, including without limitation the Auth Services, and any other applicable third-party that Connect determines is necessary to provide the Services; and (ii) utilize your Login Credentials as necessary, as determined by Connect in its sole discretion, to access your Wallet or Digital Asset Account in order to provide the Services. If you have any questions related to our Privacy Policy or how we collect, use or disclose information about you, please contact us at [e-mail].

12. Remedies for Breach; Remedies in General.   In the event that you or your affiliates, and your or their officers, managers, partners, directors, employees, independent agents or contractors (collectively, your “Agents”) breach any of your representations, warranties, agreements or covenants set forth in this User Agreement or otherwise fail to comply with the requirements of this User Agreement, any policies of Connect and/or its Affiliates, including without limitation, by giving Connect and/ or its Affiliates inaccurate or incomplete information for any reason, we will have the right to suspend and/or terminate this User Agreement and disable your Account (as outlined in Section 7 (Account Suspension or Termination)).  You shall be liable for all damages suffered by Connect and its Affiliates resulting from any such breach by you or your Agents.  We have sole discretion over what actions, if any, we take in the event of such breach and that we may take such action without prior notice to you.  If a breach by you or your Agents involves participation by other parties with accounts at Connect or its Affiliates, you and such parties will be jointly and severally liable for all resulting damages to Connect and its Affiliates. The enumeration in this User Agreement of specific remedies shall not be exclusive of any other remedies that may be available at law or in equity.  Any delay or failure by any party to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any Applicable Law (collectively, “Legal Rights”) shall not be construed to be a waiver of such Legal Rights, nor to limit the exercise of such Legal Rights, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.

13. Indemnification

• Indemnification by You.  In addition to any other obligations you may have under other provisions of this User Agreement, you hereby agree to indemnify, defend and hold harmless Connect, Business (if you have registered an Account through the Platform), their Affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions (“Claims”) and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind (“Losses”) arising out of, in connection with or relating to: (i) you or your Agents’ breach of this User Agreement or failure to perform or comply with any obligation, agreement, representation, warrant, or covenant under this User Agreement, the Services, your use of the Services, the Platform (if applicable), or any other services provided in connection with your Account, the Platform or your use of the Platform (if applicable), including, but not limited to, your provision of any inaccurate or incomplete information, including without limitation any Background Information, to any of the Indemnified Parties for any reason, or yours or your Agents’ failure to safeguard any access method and/or Login Credentials used to access the zerohash Services, whether through the Platform or otherwise; (ii) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your Agents in connection with this User Agreement, the Services, any other services provided in connection with your Account or the Platform (if applicable); and (iii) any failure by you or your Agents to comply with any Applicable Laws. Notwithstanding the foregoing, any Indemnified Persons shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any Claims and Losses which are solely caused by its own individual gross negligence, willful misconduct, or fraud, as determined by arbitration in accordance with Section 15 (Dispute Resolution) below. 

• Indemnification Procedures.  Upon receipt by any Indemnified Person(s) under this Section 13 of notice of the commencement of any Claim and/or the occurrence of a Loss, the Indemnified Person(s) will promptly notify you; provided, however, that no delay on the part of the Indemnified Person(s) in notifying you shall relieve you from any obligation hereunder unless (and then solely to the extent) you thereby are prejudiced. Further, the omission to promptly notify you will not relieve you from any liability that you may have to any Indemnified Person(s) otherwise than under this Section 13. In any such Claim brought against any Indemnified Person(s), you will be entitled to participate in and, to the extent that you may wish, to assume the defense thereof, subject to the provisions herein stated and only with counsel reasonably satisfactory to and the prior written approval by such Indemnified Person(s).  After approval by such Indemnified Person(s) of your election to assume the defense thereof, you will not be liable to such Indemnified Person(s) under this Section 13 for any legal or other expense subsequently incurred by such Indemnified Person(s) in connection with the defense thereof other than reasonable costs of investigation or in the case of an actual or potential conflict of interest between you and any Indemnified Person(s), identified in writing by counsel to the Indemnified Person(s).  You shall keep the Indemnified Person(s) informed of the status of the defense of such Claims, and you will not agree to any settlement without consent of the Indemnified Person(s), which consent will not be unreasonably withheld. The Indemnified Person(s) shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not, other than in the case of an actual or potential conflict of interest between you and Indemnified Person(s), be at your expense if you have assumed the defense of the action with counsel satisfactory to the Indemnified Person(s).  In the event that the Indemnified Person(s) reasonably believes that you are not adequately defending a Claim, the Indemnified Person(s) will have the right to assume the defense of such Claims at your sole expense.  You will not settle any action unless such settlement completely and finally releases the Indemnified Person(s) from any and all liability and otherwise is acceptable to the Indemnified Person(s).  Except with your prior written consent, the Indemnified Person(s), you may not confess any Claim or make any compromise in any case in which you may be required to provide indemnification.

14. Limitation of Liability.  YOUR ACCOUNT AT CONNECT, THE SERVICES PROVIDED BY CONNECT OR ITS AFFILIATES, YOUR USE OF THE ACCOUNT, AND ANY OTHER SERVICES PROVIDED TO YOU IN CONNECTION THEREWITH ARE PROVIDED BY CONNECT AND ITS AFFILIATES AND ANY OTHER SERVICE PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  CONNECT AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY OF THE SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY CONNECT OR ITS AFFILIATES WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS.  THERE IS NO WARRANTY THAT THE SERVICES PROVIDED HEREUNDER WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE.  Neither Connect nor its Affiliates nor any of their Agents will be liable to you or any of your affiliates for any Losses or Claims or amounts due of any kind (both known and unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, payable now or payable in the future, accrued or not accrued) arising out of, related to or resulting from your Account, the Services or your use of the Services, except to the extent and only to the extent that your Losses are actual and have been finally determined by a court of competent jurisdiction or arbitration panel to have resulted solely from the gross negligence, intentional misconduct or fraud of Connect or its Affiliates or any of their Agents.  Further, neither Connect nor its Affiliates nor any of their Agents will have responsibility for Losses or have any other liability to you: (i) arising out of or resulting from any actions or inactions or performance of services by Business, a Wallet Provider, or any other third-party with respect to your Account or the activities conducted through your Account; (ii) arising out of or resulting from system failures, outages, unauthorized access to the Account, conversion of property, errors of any kind, government actions, Force Majeure Events, trading suspensions, or any other causes over which Connect and/or its Affiliates do not have direct control; (iii) arising out of or resulting from any action taken by Business, a Wallet Provider, or any other third-party with respect to their respective user terms or terms of service, including without limitation, any Claims or Losses in any way related to the connection of any Wallet or Digital Asset Account to Connect or Auth, the utilization of the Connect Services with your Account or Wallet held at Business, a Wallet Provider, or any other applicable third-party, or Connect’s authorized use of your Login Credentials to access your Business Account or a Wallet or Account held at a Wallet Provider or any other applicable third-party, including without limitation to facilitate any Transaction you direct or otherwise authorize, and (iv) for any Losses that are not direct damages, including without limitation, indirect, special, incidental, punitive, consequential or exemplary damages, which includes trading losses, lost profits and other lost business opportunities relating to the Account, the Services and your use of the Services.

15. Dispute Resolution

• Disputes. “Disputes” shall be defined as any cause, claim, controversy, debt, demand, disagreement, dispute, expense, liability, loss, or similar arising out of or relating in any way to our relationship with you (including by or through any of our Affiliates), the Services, the Platform, the Business, any Communications you receive, or this User Agreement. The term “Disputes” is intended to be interpreted broadly.

• Mandatory Arbitration.  In the event of a Dispute between the parties, the parties knowingly and voluntarily agree such Dispute shall be settled by binding arbitration as outlined in this Section 15.

• No Class, Collective, Mass Actions, and any Other Non-Individualized Relief.  YOU AGREE, EXCEPT AS OUTLINED IN SECTION 15 (BATCH ARBITRATION):  (I) THAT EACH OF US MAY ONLY BRING AND ADJUDICATE ANY DISPUTE AGAINST THE OTHER ON AN INDIVIDUAL BASIS  AND SHALL NOT BRING ANY DISPUTE OR RELATED CLAIM ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ANY AND ALL THE RIGHTS TO HAVE ANY DISPUTE BE HEARD OR TO OTHERWISE PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINT ACTION WITH RESPECT TO ANY DISPUTE; (II) TO ARBITRATE SOLELY ON INDIVIDUAL BASIS AND EACH PARTY WAIVES THE RIGHT TO ARBITRATE ANY DISPUTE AS A CLASS ACTION EITHER AS A MEMBER OR A REPRESENTATIVE; (III) CLASS ARBITRATION AND THE CONSOLIDATION OF CLAIMS MADE BY MORE THAN ONE CLAIMANT ARE BOTH EXPRESSLY PROHIBITED; AND (IV) ANY ARBITRATOR OR NEUTRAL SHALL HAVE NO AUTHORITY TO CONSIDER OR RESOLVE ANY CLAIM OR ISSUE RELIEF ON A CLASS OR COLLECTIVE ACTION BASIS.

• Severability. You agree the Parties shall sever any arbitrable Disputes (which shall be resolved in arbitration) from any Disputes that are deemed not arbitrable for any reason (which will be resolved in court of competent jurisdiction as otherwise outlined in this User Agreement); each Party also agrees that if any provision of this Section 15 is found unenforceable, then that portion shall be severed and the remainder shall continue to control.

• Arbitration Disclosure.  ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATOR, ARBITRATION PANEL, OR NEUTRAL SHALL ISSUE A REASONED AWARD.

• Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

• Arbitration Agreement.  Unless otherwise specified herein, any Dispute between the parties relating to this User Agreement, whether arising from or related to the User Agreement itself or in any way related to the Services, shall be resolved through binding arbitration conducted in English provided by New Era ADR, Inc. (https://neweraadr.com/) (“New Era”) through their platform  (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” (the “Rules”) by one (1) professional neutral with substantial experience in resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the Rules of the New Era Platform.  If New Era is unable or unwilling to administer the arbitration consistent with this Arbitration Agreement, or if the Dispute is part of a Batch Arbitration, the parties agree that JAMS will administer the arbitration subject to the JAMS Rules and Procedures then in effect, including any Mass Arbitration Procedures and Guidelines applicable to the Dispute, except as modified by this Arbitration Agreement. The JAMS rules are available at https://www.jamsadr.com/adr-rules-procedures/.

  This User Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. The Neutral(s) will be bound to adjudicate all disputes in accordance with the laws of the State of Illinois, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law. Under this arbitration provision, Neutral(s) will not be bound by rulings in prior arbitrations involving different customers but are bound by rulings in prior arbitrations involving the same customer, facts, and circumstances, to the extent required by Applicable Law. The Arbitration Agreement herein among the parties will be specifically enforceable under Applicable Law in any court having jurisdiction thereof. You will not appeal any such award nor seek review, modification, or vacation of any such award in any court or regulatory agency. This arbitration provision will survive the termination of this User Agreement.

  Unless specifically stated otherwise herein or the parties agree in writing, each party must bring all related or similar claims in a single arbitration proceeding. If a party later initiates a subsequent arbitration asserting claims that are related or similar to ones that were raised by such party in a prior arbitration, the Neutral(s) will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing; or (ii) dismiss the subsequent arbitration if it raises claims that would be barred by Applicable Law if brought in court.

  Notice of Dispute and Arbitration Procedures. A party who intends to pursue a claim must first send to the other a letter describing the claim and containing the information described below (a “Notice of Dispute”). Any Notice of Dispute sent to Connect or its Affiliates should be addressed to:

Connect Ltd.                                        

Attn: Legal                                           

Canon’s Court                             

22 Victoria St.                             

Hamilton HM 12

Bermuda                                             

[e-mail]                   

Any Notice of Dispute sent to you by Connect or its Affiliates will be sent to the email address or address in our records that is associated with your Account (which may be the address or email address associated with your Business Account or Affiliate Account, as applicable) at the time the Notice of Dispute is sent. You are solely responsible for maintaining accurate and up to date Account records, including contact details.

The Notice of Dispute must: (a) describe with specificity the nature and basis of the claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Account numbers and/or transaction details to which the claim relates. If the parties do not reach an agreement to resolve the claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, the parties may commence an arbitration proceeding through the New Era Platform. If the parties attempt to commence arbitration proceedings before providing the requisite Notice of Dispute, the Neutral(s) shall not commence administration of arbitration proceedings for at least forty-five (45) days after the New Era Platform receives the request to initiate arbitration. No party will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by any party until after the Neutral(s) issues a final award resolving the claim.

The process for initiating arbitration proceedings is available on the New Era website (https://neweraadr.com/). Neutrals shall be appointed in accordance with the New Era Rules. 

The Neutral(s) is bound by the terms of this User Agreement. All issues are for the Neutral(s) to decide, including issues of arbitrability of claims or the scope, and enforceability of this arbitration provision and the interpretation of the prohibition of class and representative actions and non-individualized relief. If the value of the relief sought (by any party) is $10,000 USD or less, we may choose whether the arbitration will be conducted solely on the basis of documents submitted to the Neutral(s), through a telephonic hearing, or by an in-person hearing as established by the New Era Platform’s Rules. If the value of the relief sought (to any party) exceeds $10,000, the arbitration procedure, including the right to a formal hearing, will be determined by the New Era Platform Rules and/or Neutral. Regardless of the manner in which the arbitration is conducted, the Neutral(s), upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the Neutral(s)), will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. All fees and costs for such a written decision shall be paid for by the requesting party unless otherwise determined by the Neutral(s). Unless otherwise agreed by the parties, any award will be rendered by the Neutral(s) not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the Neutral(s)’ transmittal of the final statements and proofs to the arbitrator in accordance with the New Era Platform Rules. The parties agree that an arbitral award shall have no preclusive effect in any other proceeding involving other Connect users. The parties (and our respective counsel, if represented) agree to work together in good faith to ensure that arbitration remains efficient and cost-effective for all parties. The Neutral(s) shall have the authority to award sanctions against parties and their counsel consistent with Applicable Law.

Notwithstanding anything herein to the contrary, each party acknowledges that in some, limited circumstances, breaches of this User Agreement may cause the other party immediate and irreparable injury or damage and therefore may be enjoined through injunctive or other equitable proceedings in addition to any other rights and remedies which may be available to such other party at law or in equity.  When such injunctive or similar relief is sought, or if for any other reason a Dispute or any other matter is brought in state or federal court each party hereby consents to the jurisdiction of any federal or state courts located in Chicago, Illinois, U.S.A. with respect to any such action. The parties expressly waive any objection based on personal jurisdiction, venue, or forum non-conveniens.

• Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in any proceeding brought pursuant to a Dispute or otherwise related to this User Agreement unless the Neutral(s), arbitrator(s), or other court of competent jurisdiction finds that either the substance of the Dispute or the relief sought in the Dispute was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If either party needs to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

• Confidentiality. Any information exchanged between us in an arbitration may be used solely for that arbitration. By way of example and without limitation, information obtained from an arbitration proceeding may not be used in any other legal or arbitration proceeding. You shall keep any information exchanged between us in any arbitration proceeding confidential between us, you, our respecting legal counsel(s). To the extent additional persons require access to information exchanged for purposes of an arbitration, the parties shall negotiate in good faith for the entry of a protective order that will impose similar confidentiality obligations.

• Batch Arbitration. This Batch Arbitration provision shall apply in the event that: (a) there are twenty-five (25) or more individual arbitration demands of substantially similar nature filed by us against you and other customers or by you and others against us; and (b) such arbitration demands are filed with the assistance of the same law firm, group of law firms, or organizations. Arbitration demands will not be deemed “substantially similar” if they involve claims seeking relief in connection with alleged losses of assets arising from different facts and circumstances. Arbitration demands that trigger the application of this Batch Arbitration provision can be administered in arbitration only pursuant to the provisions of this Batch Arbitration Provision.

  • If this Batch Arbitration provision is triggered, then the agreed arbitrator (currently JAMS) shall: (i) administer the arbitration demands in batches; (ii) appoint a single, different arbitrator for each batch unless the parties mutually agree otherwise; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one in-person or video hearing (if any) in a format to be determined by the arbitrator. The parties agree that if a Dispute is subject to this Batch Arbitration process, you will personally appear at any hearing (with counsel, if you are represented).

  • The number of batches will depend on the number of arbitration demands that were filed. The batching methodology is set forth as follows: (i) If there are more than twenty-five (25) but fewer than two thousand (2,000) arbitrations, then there will be twenty (20) batches; (ii) If there are two thousand (2,000) or more arbitrations, then they will be batched into batches of one hundred (100) arbitrations per batch; and (iii) In deciding which arbitration demands will go in which batch, JAMS shall make the batches as equal as possible in terms of cumulative amount demanded and number of arbitration demands.

  • The parties (and our respective counsel, if represented) agree to cooperate in good faith: (i) with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for each batch, as well as any steps to minimize the burdens and costs of arbitration; and (ii) throughout the Batch Arbitration process to streamline procedures, modify the number of arbitrations to proceed per batch as appropriate, increase efficiencies, and seek to resolve Disputes.

  • Arbitrations administered pursuant to this Batch Arbitration provision may be administered concurrently to the extent administratively feasible.

  • Arbitrators appointed pursuant to this Batch Arbitration provision shall issue separate awards for each user (or complainant, as applicable) involved in a batched proceeding. For the avoidance of doubt, Arbitrators shall not be authorized to issue Batch awards or similarly representative awards in lieu of determining an award for each user based on that users specific damages and other applicable circumstances.

  • This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

16. Governing Law and Venue.  This User Agreement and your access to and use of the Services will be governed by and construed and enforced in accordance with the laws of state of Illinois, USA without regard to conflict of law rules or principles (whether of the state of Illinois, USA or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties arising out or relating to this User Agreement that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts sitting in Chicago, Illinois, USA.

17. Assignment. This User Agreement is an agreement between you and Connect and only these parties have rights hereunder. This User Agreement is personal to you, and you cannot assign, transfer, or novate any rights hereunder to anyone else. We may assign, transfer, or novate this User Agreement at any time and to anyone at our sole discretion.

18. Legal

• Compliance with Applicable Laws.  The Services are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Law(s)”). Compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”).  In no event will Connect and its Affiliates be obligated to affect any Transaction that we believe would violate any Applicable Law. Connect and its Affiliates independently and collectively are not responsible for any Losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order. You authorize Connect and its applicable Affiliates to provide any information relating to your Account, your use of the Account or your use of the Services enumerated in this User Agreement if requested by any Legal Order or valid regulatory or other governmental body, provided that any such disclosure by Connect and/or its Affiliates shall comply with Applicable Law, including any applicable privacy rules and regulations.

• Affiliate Licenses.  Connect’s Affiliates may be required to maintain licenses to engage in some or all of the Services, and these license requirements may impact our provision and your use of certain Services depending on where you live or are formed in. It is your sole responsibility to ensure that you are accessing the Services available to you by reviewing the Permitted Jurisdictions as listed by Connect, and updated from time to time, prior to using the Services. A list of licenses held by Connect’s Affiliates can be found here, which is incorporated herein by reference and which may be updated from time to time without prior notice to you. If you have any questions about these licenses, contact us at [e-mail] before using the Services enumerated in this User Agreement.

• Electronic Record.  The electronic stored copy of this User Agreement is considered to be the true, complete, valid, authentic, and enforceable record of this User Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You shall not contest the admissibility or enforceability of the electronically stored copy of the User Agreement.

• Electronic Acceptance.  You expressly confirm that you have read, agree to, and consent to be bound by all of the terms of this User Agreement. By electronically signing this User Agreement, which may be completed by all methods of “clickwrap” or “click through” including by accepting, clicking a button, or checking a box, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this User Agreement and such subsequent terms as may govern the Services. Without limiting the foregoing, you are also confirming that you have reviewed, understand, and agree to the Connect Privacy Policy referenced in Section 11 (Privacy Policy). If you do not agree to all of the terms of this User Agreement, do not electronically sign this User Agreement and cease from accessing, using, or installing any part of the Services.

• Entire Agreement. This User Agreement (including the introductory paragraphs and recitals above, which are incorporated herein by reference) constitutes the entire agreement between you and Connect relating to its subject matter and supersedes all prior agreements and understandings, whether oral or written. 

---