Terms of use

Version date: May 21st 2026

These Terms of Use are entered into between you and XBTO Middle East Limited and form part of a layered contractual framework. They are the foundational document governing your relationship with the Firm and are to be read together with the Firm's Master Trading Agreement (where applicable), OTC Transaction Execution Agreement (where applicable), Risk Disclosure Statement, Privacy Policy, Conflicts of Interest Policy summary, Fee Schedule and any other policies notified to you by the Firm from time to time (collectively, the "Agreement").

Where a topic is addressed at a foundational level in these Terms of Use and in further operational detail in the Master Trading Agreement or another component document of the Agreement, those documents are to be read together. To the extent of any inconsistency, the document governing the specific service or transaction prevails in respect of that service or transaction, and these Terms of Use prevail in all other respects.

1. INTRODUCTION

1.1 These Terms of Use are entered into between you (the "User", "Client" or "you") and XBTO Middle East Limited, a private company limited by shares incorporated in the Abu Dhabi Global Market under company number 18359, with registered address at Level 16, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates ("XBTOME", "the Firm", "we", "us" or "our").

1.2 By accessing, downloading or using the Platform, or by clicking "I agree" to accept any of the Services, you acknowledge that you have read, understood and accepted these Terms of Use, the Risk Disclosure Statement, the Privacy Policy and any other policies notified to you by XBTOME in connection with the Services.

1.3 Where you have entered into a Master Trading Agreement or an OTC Transaction Execution Agreement with XBTOME, those agreements form part of the Agreement and supplement these Terms of Use.

1.4 To the extent of any inconsistency between component documents of the Agreement, the document governing the specific service or transaction shall prevail in respect of that service or transaction, and these Terms of Use shall prevail in all other respects.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms of Use, unless the context otherwise requires:

"Accepted Virtual Asset" means a Virtual Asset that XBTOME has assessed as meeting the criteria set out in COBS Rule 17.2.2 and which XBTOME supports through the Platform from time to time;

"Account" means the digital asset trading and/or custody account opened by XBTOME for a User in connection with the User's access to the Platform and the Services;

"ADGM" means the Abu Dhabi Global Market;

"Agreement" means these Terms of Use together with the Risk Disclosure Statement, the Privacy Policy, the Conflicts of Interest Policy summary, the Fee Schedule, the Master Trading Agreement (where applicable), the OTC Transaction Execution Agreement (where applicable) and any other policies or documents notified to the User by XBTOME from time to time;

"AML" means anti-money laundering;

"Authorised Person" has the meaning given in the FSMR;

"Business Day" means a day (other than a Saturday, Sunday or a public holiday) on which licensed banks in the United Arab Emirates are open for general business;

"CFT" means counter-financing of terrorism;

"Client Money" has the meaning given to that term in the FSRA Conduct of Business Rulebook;

"Client Money Rules" means Chapter 14 of COBS and related provisions of the FSRA Rulebooks;

"COBS" means the FSRA Conduct of Business Rulebook, as amended from time to time;

"Confirmation Note" means a written confirmation of an executed Transaction issued by XBTOME in accordance with the Confirmation Note framework set out in the Master Trading Agreement;

"Conflicts of Interest Policy" means XBTOME's conflicts of interest policy, a summary of which is available from XBTOME on request;

"Custody Account" means an account or wallet in which Safe Custody Assets are held by XBTOME for a User;

"Eligible Bank" means a bank approved by XBTOME for the holding of Client Money in accordance with the Client Money Rules, including (as at the date of these Terms of Use) Zand Bank;

"Execution Agent" means XBTO International Ltd, a company licensed by the Bermuda Monetary Authority, where engaged by XBTOME as its execution and/or settlement agent in connection with the Services;

"Fee Schedule" means the schedule of fees and charges applicable to the Services, as updated by XBTOME from time to time;

"Financial Services Permission or FSP" means the Financial Services Permission issued to XBTOME by the FSRA under number 240072;

"Fireblocks" means Fireblocks Inc. or any successor or replacement custody technology provider engaged by XBTOME from time to time;

"FSMR" means the Financial Services and Markets Regulations 2015 of ADGM;

"FSRA" means the Financial Services Regulatory Authority of the ADGM;

"KYT" means know-your-transaction blockchain analytics applied by XBTOME to Virtual Asset transactions;

"Market Counterparty" has the meaning given in COBS Rule 2.5;

"Master Trading Agreement or MTA" means the master trading agreement entered into between XBTOME and a User governing the trading and custody relationship in respect of Virtual Assets;

"OTC Transaction Execution Agreement or OTC Agreement" means the over-the-counter transaction execution agreement entered into between XBTOME and a User governing OTC Transactions where the User has not entered into the MTA;

"Platform" means the trading and custody platform operated by XBTOME, including any associated user interfaces, application programming interfaces, mobile applications and ancillary technology, through which the Services are made available;

"Privacy Policy" means XBTOME's privacy policy, available from XBTOME on request;

"Professional Client" has the meaning given in COBS Rule 2.4 and Schedule A to these Terms of Use;

"Regulated Activity" has the meaning given in the FSMR;

"Retail Client" has the meaning given in COBS Rule 2.3;

"Risk Disclosure Statement or RDS" means XBTOME's Risk Disclosure Statement, which sets out the material risks of the Services and of the Accepted Virtual Assets that XBTOME supports;

"Safe Custody Asset" has the meaning given to that term in the FSRA Conduct of Business Rulebook;

"Safe Custody Rules" means Chapter 15 of COBS and the applicable safekeeping provisions in Chapter 17 of COBS;

"Services" means the services provided by XBTOME to Users from time to time within the scope of the FSP, as further described in clauses 4 and 12 to 14;

"Specified Investment" has the meaning given in the FSMR;

"Transaction" means a transaction in a Virtual Asset or other Specified Investment executed, arranged or facilitated by XBTOME for a User;

"User or Client" means a person who has been onboarded by XBTOME and granted access to the Platform and the Services;

"Virtual Asset" has the meaning given to that term in the FSRA Glossary Rulebook; and

"XBTO Group" means XBTO Global Ltd and its subsidiaries from time to time, including XBTOME, XBTO International Ltd and Stablehouse Ltd.

2.2 In these Terms of Use: (a) words importing the singular include the plural and vice versa; (b) references to clauses and Schedules are to clauses of, and Schedules to, these Terms of Use unless otherwise stated; (c) references to legislation, rules or regulations include such legislation, rules or regulations as amended or replaced from time to time; and (d) headings are for convenience only and do not affect interpretation.

3. REGULATORY STATUS

3.1 XBTOME is authorised and regulated by the FSRA as a Category 3A Authorised Person under Financial Services Permission number 240072, with effect from 14 May 2025. The FSP authorises XBTOME to carry on the following Regulated Activities:

(a) Dealing in Investments as Principal (Matched), in respect of Virtual Assets and Rights to or interests in Investments;

(b) Providing Custody, in respect of Virtual Assets and Rights to or interests in Investments;

(c) Arranging Deals in Investments, in respect of Virtual Assets, Shares, Units in a Collective Investment Fund, Options and Futures; and

(d) Advising on Investments or Credit, in respect of Virtual Assets, Shares, Units in a Collective Investment Fund, Options and Futures.

3.2 XBTOME's FSP is subject to the following limitations:

(a) Dealing in Investments as Principal is limited to acting as a Matched Principal, as described in the Prudential — Investment, Insurance Intermediation and Banking Rules (PRU);

(b) XBTOME is not permitted to deal with Retail Clients and is, in accordance with this Agreement, only able to provide the Services to Professional Clients; and

3.3 XBTOME's authorisation by the FSRA does not constitute an endorsement by the FSRA of XBTOME, of any Accepted Virtual Asset, of any product or strategy, or of any individual Transaction. Authorisation does not amount to a warranty by the FSRA as to the safety or suitability of any asset, product, strategy or Transaction.

3.4 XBTOME is part of the XBTO Group. Other entities within the XBTO Group, including XBTO International Ltd and Stablehouse Ltd (each incorporated and licensed in Bermuda and regulated by the Bermuda Monetary Authority), are not licensed or regulated by the FSRA. Where the Services involve those Group entities, the regulatory regime, supervisory framework and client protections applicable to those entities and activities are those of Bermuda, not those of the ADGM, and may differ from, and offer a different or lower level of protection than, the protections you receive directly from XBTOME under its FSP. XBTOME retains FSRA regulatory responsibility for the performance of the Services regardless of the involvement of any Group entity acting as agent, service provider or sub-contractor.

4. THE SERVICES

4.1 Subject to and within the scope of the FSP, XBTOME provides the following Services to Professional Clients:

(a) custody of Accepted Virtual Assets (see clause 9);

(b) execution of Transactions in Accepted Virtual Assets on a matched principal basis (see clause 12);

(c) over-the-counter execution of Transactions in Accepted Virtual Assets, governed by the OTC Agreement or, where applicable, the OTC Transaction provisions of the MTA (see clause 12);

(d) investment advice in respect of Accepted Virtual Assets and other Specified Investments within the scope of the FSP (see clause 13); and

(e) arranging of subscriptions into XBTO Group-affiliated funds and other investment products in respect of Specified Investments within the scope of the FSP (see clause 14).

4.2 The Services are made available through (a) the Platform; (b) a Request-for-Quote channel; (c) an over-the-counter voice desk; and (d) a relationship-managed engagement channel for advisory and arranging services.

4.3 XBTOME does not provide the Services to Retail Clients. The Services are available only to Professional Clients (which, for these purposes, includes Market Counterparties).

4.4 The Services may, in addition, be made available to end-customers of institutional partners on a business-to-business or "white-label" basis, subject to the contractual arrangements between XBTOME and the relevant partner. Where the User accesses the Services through such a partner, the User's direct contractual counterparty is the partner, not XBTOME, and the partner's terms and conditions govern that relationship.

4.5 The appearance of any service, product, feature or function on XBTOME's website or other materials does not constitute a representation or warranty that the same is, or will become, available to any or all Users. Availability is determined by reference to what XBTOME makes available to the relevant User on the Platform from time to time, in accordance with this Agreement.

5. ACCOUNT REGISTRATION

5.1 Application

5.1.1 All Users must apply for an Account before being granted access to the Platform or any of the Services. As part of the application, the User must provide its legal name, contact details and such other information as XBTOME requires to discharge its onboarding, classification and ongoing due diligence obligations.

5.1.2 The User shall provide complete and accurate information when applying for an Account and shall promptly update XBTOME of any change to information previously provided to maintain its accuracy and integrity.

5.1.3 Each User may maintain only one main Account at any given time, unless otherwise agreed in writing with XBTOME (for example, where an institutional client requires separate Accounts for different funds, sub-funds, desks or legal entities within its group).

5.2 Eligibility representations

5.2.1 By applying for an Account and being granted access to the Services, the User represents and warrants that:

(a) if an individual, the User is at least 18 years of age and has full legal capacity to enter into the Agreement;

(b) if a legal entity, the User is duly organised and validly existing under the laws of its jurisdiction of organisation and has full power and authority to enter into the Agreement;

(c) the User meets the Professional Client criteria set out in Schedule A and has been (or, on acceptance of the Account application, will be) classified accordingly by XBTOME;

(d) the User has not previously been suspended or prohibited from using the Services and does not currently have another main Account in breach of clause 5.1.3;

(e) the User's use of the Services will not violate any law or regulation applicable to the User, including any law or regulation relating to AML, CFT, sanctions or financial crime;

(f) the User has not been included on any sanctions or denied-persons list, including any list maintained by the United Nations Security Council, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Office of Financial Sanctions Implementation of HM Treasury, or any equivalent authority; and

(g) where the User is acting as an employee, officer or agent of a legal entity, the User has all necessary authorisations to bind that entity, and that entity satisfies the eligibility criteria in this clause 5.2.

5.3 Account opening and refusal

5.3.1 XBTOME may, in its discretion and without obligation to give reasons, refuse to open an Account for any applicant or to provide Services to any User, including where the applicant does not meet the eligibility, classification or due diligence criteria applied by XBTOME or where doing so would conflict with XBTOME's regulatory or legal obligations.

5.4 Identity verification

5.4.1 The User acknowledges that XBTOME may require the provision of identity, beneficial ownership, source of funds, source of wealth and other information for verification purposes in accordance with XBTOME's onboarding and AML/CFT policies. The collection, use and sharing of such information are governed by the Privacy Policy.

6. CLIENT CLASSIFICATION

6.1 Professional Client framework

6.1.1 As a condition of access to the Services, the User must be classified by XBTOME as a Professional Client (which, for these purposes, includes a Market Counterparty) in accordance with COBS Chapter 2. The criteria for classification as a Professional Client and as a Market Counterparty are set out in Schedule A.

6.1.2 Where XBTOME classifies the User as a Professional Client, XBTOME will provide the User with a written classification notice setting out the classification, the basis on which it has been made and the consequences. The classification notice forms part of the Agreement.

6.1.3 The User acknowledges that the protections afforded to Professional Clients differ from, and are in a number of respects less extensive than, those afforded to Retail Clients. In particular, XBTOME is entitled to assume that the User has the experience, knowledge and expertise to make its own investment decisions and properly to assess the risks that it incurs, and to apply suitability and appropriateness obligations on that basis.

6.2 Market Counterparty classification and prior notification

6.2.1 XBTOME may classify a Professional Client as a Market Counterparty in accordance with COBS Rule 2.5 where the User meets the applicable criteria set out in Schedule A. Prior to classifying the User as a Market Counterparty, XBTOME will provide the User with written notification setting out:

(a) the proposed Market Counterparty classification;

(b) the consequences of the classification, including a description of the COBS protections that will not apply to the User as a Market Counterparty; and

6.3 Right to request reclassification

6.3.1 The User may at any time request to be classified differently. In particular:

(a) a User classified as a Market Counterparty may request to be reclassified as a Professional Client, either generally or in respect of particular Services or Transactions, in which case XBTOME will consider the request having regard to applicable rules and XBTOME's business model;

(b) a User classified as a Professional Client may request to be reclassified as a Retail Client; however, because XBTOME is not permitted to provide Services to Retail Clients, such reclassification will result in XBTOME being unable to continue to provide the Services and the Account being closed in accordance with clause 25.

6.3.2 Requests for reclassification must be made in writing to XBTOME, accompanied by such supporting information as XBTOME may reasonably require.

6.4 Ongoing duty to notify

6.4.1 The User shall promptly inform XBTOME in writing of any change in circumstances that may affect the User's classification as a Professional Client or a Market Counterparty.

7. DEPOSIT AND WITHDRAWAL

7.1 Following successful onboarding, the User may deposit Accepted Virtual Assets, and (subject to clause 8 and clause 7.5 below) fiat funds, into the User's Account in accordance with the procedures notified by XBTOME from time to time. The detailed operational arrangements for deposits and withdrawals (including supported wallets, fiat banking rails, deposit attribution, withdrawal cool-off and approvals) are set out in the Master Trading Agreement.

7.2 Deposits and withdrawals are subject to XBTOME's financial crime controls, including KYT/wallet screening and AML/CFT checks at the relevant control touchpoints. XBTOME may decline to credit any deposit, or to release any withdrawal, that fails or remains pending such checks.

7.3 The User represents and warrants that the User is, and shall remain at all times, the legal and beneficial owner of any digital assets and funds deposited into the Account, that all deposits are made for the User's own account and not on behalf of any undisclosed third party, and that the User has all necessary rights and authority to transact in those assets.

7.4 Withdrawals of Virtual Assets are processed to wallet addresses designated by the User. The User is solely responsible for the accuracy of any wallet address, network selection and other instruction provided in connection with a withdrawal. XBTOME shall not be responsible for losses arising from incorrect, ambiguous or fraudulent withdrawal instructions, and transfers broadcast to a blockchain network cannot be reversed by XBTOME.

7.5 Withdrawals of fiat funds are processed only to verified bank accounts in the User's name, save where XBTOME has otherwise expressly approved, and are subject to XBTOME's standard operational and approval controls.

7.6 XBTOME may, in accordance with the Master Trading Agreement and applicable risk controls, set deposit and withdrawal limits, decline deposits or withdrawals that exceed such limits, and apply enhanced review or hold periods to deposits or withdrawals based on transaction risk indicators.

7.7 Where XBTOME operates a fiat on-ramp or off-ramp through an exchange of fiat for stablecoin (or vice versa), the exchange is conducted as a principal Transaction in accordance with the Master Trading Agreement or the OTC Agreement (as applicable), and the applicable exchange terms are disclosed to the User prior to execution.

8. CLIENT MONEY

8.1 Where XBTOME receives or holds money on behalf of the User in connection with the Services, such money is held as Client Money in a designated Client Money Account with an Eligible Bank in accordance with the Client Money Rules. The User's entitlements in respect of Client Money are protected in accordance with the Client Money Rules, including through segregation, periodic reconciliation, and restrictions on permitted use.

8.2 Client Money shall be used only for client-authorised purposes, including funding Transactions, settling fees and charges disclosed to the User in accordance with the Agreement, and the return of funds to the User. Client Money shall not be used for XBTOME's own operational expenses.

8.3 The specific operational arrangements applicable to the holding of Client Money in connection with trading activity (including segregation, reconciliation cadence, permitted withdrawals and exception handling) are set out in the Master Trading Agreement.

9. SAFE CUSTODY OF VIRTUAL ASSETS

9.1 Where XBTOME provides custody of Accepted Virtual Assets on behalf of the User, such Accepted Virtual Assets are held as Safe Custody Assets in accordance with the Safe Custody Rules. The User's beneficial ownership of Accepted Virtual Assets held under custody by XBTOME is preserved at all times, and such Accepted Virtual Assets are not subject to the claims of XBTOME's creditors.

9.2 Accepted Virtual Assets may be held in omnibus wallet structures, in which case the User's entitlement is recorded by reference to XBTOME's internal client ledger and reconciled with XBTOME's custody technology provider and the underlying blockchain. The specific operational arrangements applicable to the holding of Safe Custody Assets (including the use of omnibus and segregated wallet structures, the use of Fireblocks as custody technology provider, multi-party computation key management arrangements, daily reconciliation, and the operation of the Vault Wallet) are set out in the Master Trading Agreement.

9.3 XBTOME does not, unless expressly agreed in writing, pay interest or any other return on Accepted Virtual Assets held under custody.

10. THIRD-PARTY ARRANGEMENTS

10.1 In the provision of the Services, XBTOME relies on third-party service providers, including Eligible Banks (for the holding of Client Money), Fireblocks (for custody technology), liquidity providers and execution venues (for execution), and the Execution Agent (for OTC settlement).

10.2 XBTOME retains FSRA regulatory responsibility for the performance of its regulated obligations to the User, regardless of the involvement of any third-party service provider or Group entity. The User's recourse for operational claims arising from the acts or omissions of such third parties may, in appropriate cases and consistent with applicable law, be directed against those third parties in the first instance; but this shall not affect XBTOME's regulatory obligations to the User under its FSP and the FSRA Rulebooks.

11. SUPPORTED VIRTUAL ASSETS AND PROTOCOL EVENTS

11.1 The Services are provided only in respect of Accepted Virtual Assets which XBTOME supports through the Platform from time to time. XBTOME may, in accordance with its internal token onboarding governance and applicable regulatory expectations, add, remove or restrict the Accepted Virtual Assets that it supports. Updates to the list of Accepted Virtual Assets are notified to the User in accordance with XBTOME's communication procedures.

11.2 Where a third party or software protocol attempts to or does distribute a digital asset to addresses or wallets associated with the User (whether by way of "airdrop", "bootstrap" or otherwise), XBTOME shall not be obliged to recognise, receive, hold, distribute or otherwise support such asset unless that asset is an Accepted Virtual Asset supported by XBTOME on the relevant network. The receipt by, or distribution to, such addresses of any unsupported asset does not give rise to any obligation on the part of XBTOME to the User or to the sender, transferor or related network.

11.3 In the event of a blockchain fork, protocol upgrade, network reorganisation or similar protocol event affecting an Accepted Virtual Asset, XBTOME shall determine, in its reasonable discretion and in accordance with its internal governance, whether and how such event will be recognised for the purposes of the User's Account. Unless XBTOME expressly notifies otherwise, XBTOME shall have no obligation to support, claim, deliver or otherwise act in respect of forked or airdropped assets.

12. TRADING SERVICES

12.1 XBTOME provides Transaction execution Services in Accepted Virtual Assets to Users on a matched principal basis, in accordance with its Dealing in Investments as Principal (Matched) permission. As matched principal, XBTOME interposes itself between the User and one or more approved liquidity providers or trading venues and executes back-to-back or offsetting transactions to facilitate the User's order. XBTOME does not undertake proprietary trading or assume market risk other than for the limited period necessary to effect such matched transactions.

12.2 The User acknowledges that prices quoted on the Platform may be subject to delays and may not always reflect the prevailing mid-market price on public exchanges; pricing may differ from prices observable on third-party venues due to differences in liquidity, fees, latency and execution timing. XBTOME shall disclose to the User any spread or fee applicable to a Transaction prior to execution.

12.3 XBTOME shall take all sufficient steps to obtain the best possible result for the User on a consistent basis in the execution of Transactions, in accordance with its Best Execution Framework. The best execution obligation does not apply to transactions with Users classified as Market Counterparties (see COBS Rule 6.5.1).

12.4 Following the execution of each Transaction, XBTOME shall issue the User with a Confirmation Note in accordance with the framework set out in the Master Trading Agreement and applicable FSRA Rules. XBTOME shall also provide the User with periodic statements of the User's Account in accordance with the Master Trading Agreement.

12.5 Detailed operational, execution and settlement arrangements applicable to Transactions, including order types, pre-trade controls, settlement, confirmation content, periodic statements, set-off and netting, disruption events and default, are set out in the Master Trading Agreement and (in respect of OTC Transactions) in the OTC Transaction Execution Agreement.

13. ADVISORY SERVICES

13.1 Where XBTOME provides regulated investment advice to the User in accordance with its Advising on Investments or Credit permission, the advice is provided on a non-discretionary basis. XBTOME makes recommendations and provides analysis, but the User retains decision-making authority and is responsible for evaluating the advice and instructing any resulting Transactions.

13.2 Advisory services are provided in respect of Specified Investments falling within the scope of the FSP (namely Virtual Assets, Shares, Units in a Collective Investment Fund, Options and Futures). XBTOME shall take reasonable steps to ensure that the advice it provides is suitable for the User, having regard to information the User provides about its investment objectives, financial situation, risk tolerance and knowledge and experience. The User is responsible for ensuring that the information it provides for this purpose is accurate and complete and for updating it on material change.

13.3 XBTOME shall not be obliged to bring any investment opportunity to the User's attention or to update advice once provided. XBTOME does not provide legal, tax, estate planning or accounting advice. The User should obtain its own professional advice on such matters.

13.4 Where research, market commentary or other information is provided to the User other than in the context of formal regulated advice, such information is provided for general informational purposes only and does not constitute investment advice or a recommendation.

14. ARRANGING DEALS

14.1 Where the User wishes to invest in an XBTO Group-affiliated fund, separately managed account, structured product or other investment product that falls within the scope of XBTOME's Arranging Deals in Investments permission, XBTOME may arrange the User's subscription, redemption or other dealing in such product. In so acting, XBTOME acts as an intermediary between the User and the relevant product (or its operator, manager or administrator), and not as the manager or operator of the product.

14.2 Before any arranging activity proceeds, the User shall be provided with the relevant product offering, risk and subscription documentation issued by or on behalf of the product. The User is solely responsible for reviewing such documentation and making its own investment decision. XBTOME shall conduct a suitability assessment in respect of the arranged product where required under COBS, having regard to the User's investment objectives, financial situation, risk tolerance and knowledge and experience.

14.3 Where XBTOME arranges the User's subscription, XBTOME's responsibilities are limited to the receipt, recording, transmission and coordination of the User's instructions and documentation with the relevant product operator. Investment management and operation of the product remain with the operator of the product (not XBTOME).

14.4 XBTOME's fees for arranging Services are payable as set out in the Fee Schedule or as separately agreed with the User prior to the arrangement.

15. FEES AND CHARGES

15.1 The fees and charges applicable to the Services are set out in the Fee Schedule, which is available from XBTOME on request and is updated from time to time.

15.2 Trading-specific fees, including spreads applicable to Transactions executed under the Master Trading Agreement, are set out in the Master Trading Agreement and the relevant Confirmation Note.

15.3 OTC-specific spreads applicable to OTC Transactions are set out in the OTC Agreement and the relevant Appendix A Confirmation, or, where applicable, in the OTC Transaction provisions of the Master Trading Agreement.

15.4 XBTOME will disclose to the User the applicable fees and charges prior to a Transaction. Withdrawal fees, where charged, are intended to cover blockchain network or banking costs.

15.5 The User authorises XBTOME to deduct from the User's Account any fees, charges, taxes and other amounts payable by the User to XBTOME under the Agreement, subject to the carve-outs in clause 30.

16. CONFLICTS OF INTEREST

16.1 XBTOME maintains a Conflicts of Interest Policy and conducts the Services in accordance with that policy, including in respect of the identification, prevention, management and (where appropriate) disclosure of conflicts of interest. A summary of the Conflicts of Interest Policy is available from XBTOME on request.

16.2 The User acknowledges that the following arrangements may, in particular, give rise to conflicts of interest:

(a) XBTOME's matched principal execution model, in which XBTOME may benefit from the spread on Transactions;

(b) XBTOME's arrangement of subscriptions into XBTO Group-affiliated funds and other investment products operated by other entities in the XBTO Group, including XBTO International Ltd;

(d) the operation of Group-level systematic and quantitative investment strategies (including, where applicable, in respect of Group-affiliated funds and, following approval of the proposed Variation of Permission, discretionary mandates operated by XBTOME); and

(e) the dual roles of XBTOME's personnel and Group personnel across XBTOME and other XBTO Group entities.

16.3 Where XBTOME is unable to manage a conflict of interest effectively through its internal arrangements, XBTOME will decline to act where it believes that there is no other practicable way of treating the User and other clients fairly.

17. COMMUNICATIONS AND RECORDS

17.1 XBTOME and the User shall communicate through such channels as XBTOME makes available from time to time, including the Platform, email, telephone and (for Confirmation Notes and Transaction-related communications) any electronic notification channel specified in the MTA or OTC Agreement.

17.2 The User agrees that instructions, acceptances, confirmations and other communications delivered via agreed electronic means shall constitute valid and binding communications between XBTOME and the User.

17.3 XBTOME may record and retain records of telephone calls and electronic communications with the User in accordance with COBS Rule 6.8 and applicable law. Such records may be used as evidence in connection with any matter relating to the Agreement or the Services.

17.4 Communications between XBTOME and the User shall be in English. Where any document is provided in a language other than English by way of accommodation, the English version shall prevail in the event of any inconsistency.

18. COMPLAINTS

18.1 XBTOME operates a complaints-handling procedure in accordance with COBS. A User who is dissatisfied with any aspect of the Services or any Transaction may submit a complaint in writing to XBTOME at support@xbto.com (or such other contact address as XBTOME notifies from time to time). A summary of the complaints-handling procedure is available from XBTOME on request.

18.2 XBTOME will acknowledge the complaint, investigate it and respond to the User in accordance with the complaints-handling procedure. If, having received XBTOME's final response (or having waited the period set out in the procedure without receiving a response), the User remains dissatisfied, the User may refer the complaint to the FSRA using the contact details set out on the FSRA's website. The User acknowledges that the FSRA is not a financial-services ombudsman and does not, as a matter of course, adjudicate individual complaints between authorised persons and their clients.

19. PRIVACY AND DATA PROTECTION

19.1 XBTOME collects, processes and shares the User's personal data in accordance with the Privacy Policy. The Privacy Policy is incorporated into the Agreement by reference and is available from XBTOME on request.

20. INTELLECTUAL PROPERTY AND LICENCE

20.1 Subject to the Agreement, XBTOME grants the User a revocable, limited, royalty-free, non-exclusive, non-transferable and non-sublicensable licence to access the Platform and to use the Services for the User's own internal business purposes in connection with the Services, and not for resale, sublicensing to third parties or any other commercial exploitation of the Platform or the Services.

20.2 All intellectual property rights in the Platform, the Services and any related materials (including text, graphics, sounds, user interfaces, computer code, software, products, information and documents, and the design, structure, selection, coordination, expression, look and feel and layout thereof) are owned by, or licensed to, XBTOME or its affiliates. The User shall not reproduce, distribute, modify, create derivative works of, reverse-engineer or otherwise exploit such intellectual property except as expressly permitted by the Agreement.

20.3 The name "XBTO" and XBTOME's marks and logos are XBTOME's trade marks and shall not be used by the User without XBTOME's prior written consent.

20.4 By submitting, posting or displaying content on or through the Platform, the User grants XBTOME a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in connection with the Services, subject to the Privacy Policy.

21. ACCEPTABLE USE

21.1 The User shall not, and shall not assist or enable any third party to:

(a) use the Platform or the Services for any unlawful or unauthorised purpose;

(b) engage in market manipulation, wash trading, abusive trading practices or any other form of market abuse, whether or not prohibited by applicable law;

(d) probe, scan or test the vulnerability of any system or network of XBTOME;

(e) interfere with or disrupt the Platform, any service of XBTOME or the use of the Platform or Services by any other User;

(f) reverse-engineer, decompile or disassemble the Platform or any related technology;

(g) access the Platform, or create or register Accounts, by any means other than XBTOME's publicly supported interfaces;

(h) impersonate any person or misrepresent identity in any communication with XBTOME;

(i) send altered, deceptive or false source-identifying information, including spoofing or phishing;

(j) send unsolicited communications, promotions or advertisements through the Platform; or

(k) infringe the intellectual property or other rights of XBTOME, any other User or any third party.

21.2 XBTOME may restrict, suspend or terminate the User's access to the Platform and the Services if XBTOME reasonably considers that the User has breached this clause 21.

22. COMPLIANCE WITH LOCAL LAWS

22.1 The User is responsible for compliance with the laws and regulations applicable to the User in the User's jurisdiction of residence or incorporation, including any laws or regulations relating to financial services, virtual assets, taxation, foreign exchange, AML, CFT and sanctions.

22.2 The accessibility of the Platform from any jurisdiction, the availability of the Platform in any language, and the acceptance by the Platform of any fiat currency, shall not be construed as an authorisation by XBTOME for the use of the Services in such jurisdiction or as a representation that the provision of the Services to a User in such jurisdiction is lawful. The User is responsible for determining whether the User is permitted to use the Services under applicable law.

22.3 The User is solely responsible for the determination and payment of any taxes that may be applicable to the User in connection with the Services and any Transactions, and shall provide XBTOME with such tax information, certifications and documentation (including any CRS/FATCA self-certifications) as XBTOME may reasonably require.

23. SANCTIONS, AML AND FINANCIAL CRIME

23.1 The User represents and warrants that all funds and digital assets deposited or transferred in connection with the Services come from legitimate sources and do not originate from illegal activity.

23.2 XBTOME may, in accordance with applicable AML, CFT, sanctions and financial crime law and its internal policies, delay, block, freeze, suspend or refuse to process any Transaction or activity, or suspend or close any Account, where required to comply with such laws or policies. XBTOME shall not be liable for any losses arising from such actions taken in good faith compliance with applicable law.

23.3 The User shall promptly furnish XBTOME with all information and documentation reasonably required by XBTOME to ensure compliance with applicable AML, CFT, sanctions and financial crime law (including in connection with the Travel Rule under the FSRA AML and Sanctions Rulebook and applicable UAE Federal AML/CFT legislation).

24. SUSPENSION

24.1 XBTOME may suspend the User's access to the Platform or any Service, and may place a hold on any digital assets or funds in the User's Account, in any of the following circumstances:

(a) XBTOME reasonably suspects a breach by the User of the Agreement or applicable law;

(b) XBTOME reasonably suspects unusual or unauthorised activity in the Account;

(c) XBTOME reasonably suspects that any digital assets or funds in the Account are not lawfully held by the User, or that a withdrawal would expose XBTOME or any third party to a sanctions, AML or financial crime risk;

(d) XBTOME is required to do so by an order of a court or by a competent regulatory or governmental authority;

(e) the User is or becomes the subject of a criminal investigation, proceeding or litigation that materially affects the User's eligibility to use the Services; or

(f) any information provided by the User is, or has become, untruthful, inaccurate, outdated or incomplete in any material respect.

24.2 XBTOME shall not be liable to the User for any losses or damages arising from a suspension under this clause 24, save where the suspension is exercised in bad faith or otherwise without reasonable basis.

25. TERMINATION

25.1 Termination by the User

25.1.1 The User may terminate the Agreement at any time on written notice to XBTOME. Such termination shall not affect any rights, obligations or liabilities accrued prior to termination, and shall not affect the operation of the Master Trading Agreement or OTC Agreement in respect of Transactions executed prior to termination, which shall continue to be governed by the relevant terms.

25.2 Termination by XBTOME

25.2.1 XBTOME may terminate the Agreement on not less than 30 days' written notice to the User. XBTOME may terminate the Agreement with immediate effect (or on such shorter notice as is reasonable in the circumstances) in cases of default by the User, regulatory requirement, material breach by the User of the Agreement, or where required to comply with applicable law.

25.3 Dormant Accounts and unclaimed assets

25.3.1 Where the User's Account holds Safe Custody Assets or Client Money at the time of termination, the User shall provide withdrawal instructions to XBTOME within a reasonable period after the effective date of termination. If the User does not provide withdrawal instructions:

(a) XBTOME shall continue to hold the relevant Safe Custody Assets in safe custody in accordance with the Safe Custody Rules and the relevant Client Money in accordance with the Client Money Rules;

(b) XBTOME shall take reasonable steps to contact the User and to deal with the assets in accordance with XBTOME's dormant account procedure (a summary of which is available on request);

(c) XBTOME may charge a reasonable holding fee for the continued safekeeping of dormant assets, disclosed in advance; and

(d) XBTOME shall not extinguish the User's beneficial title to Safe Custody Assets or Client Money by reason of dormancy alone.

26. DISCLAIMER AND LIMITATION OF LIABILITY

26.1 To the maximum extent permitted by applicable law, XBTOME excludes liability for indirect, incidental, special, punitive or consequential damages, including loss of data, revenue, profits or business opportunities.

26.2 Subject to clause 26.3, XBTOME's aggregate liability under or in connection with the Agreement in any twelve-month period shall not exceed the fees received by XBTOME from the User during that period.

26.3 The limitations in this clause 26 do not apply to any liability arising from XBTOME's fraud, wilful misconduct or gross negligence, or to any liability that cannot be excluded or limited under applicable law, including XBTOME's statutory and regulatory duties under the FSMR and the FSRA Rulebooks.

26.4 XBTOME does not represent or warrant that the Platform or any materials provided as part of the Services are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components.

27. INDEMNIFICATION

27.1 The User shall indemnify and hold harmless XBTOME, its affiliates and their respective directors, officers, employees and agents from and against any claims, demands, suits, losses, costs, expenses and liabilities (including reasonable attorneys' fees) arising out of or in connection with:

(a) the User's breach of the Agreement;

(b) the User's violation of any applicable law or regulation; or

28. FORCE MAJEURE

28.1 XBTOME shall not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, riots, technical failures, network outages, regulatory interventions, the unavailability of any third-party service provider, blockchain-related disruptions, and the suspension or outage of any liquidity provider or execution venue. Where the Master Trading Agreement applies, the Disruption Event provisions of Schedule 1 thereof shall govern blockchain-specific disruptions in addition to this clause 28.

29. ASSIGNMENT

29.1 The User may not assign or transfer any of its rights or obligations under the Agreement without XBTOME's prior written consent.

29.2 XBTOME may assign or transfer any of its rights or obligations under the Agreement (in whole or in part):

(a) to any affiliate or other entity within the XBTO Group, on prior written notice to the User; or

(b) to any non-affiliate, on not less than 30 days' prior written notice to the User, in which case the User may terminate the Agreement without penalty by written notice to XBTOME given before the effective date of the assignment.

29.3 No assignment by XBTOME shall affect the FSRA-regulated status of the Services or be effective unless the assignee holds, or is granted, the regulatory authorisations necessary to provide the Services to the User.

30. SET-OFF

30.1 XBTOME may set off, net or combine any amounts owed by the User to XBTOME under the Agreement against any amounts owed by XBTOME to the User under the Agreement, provided that any such set-off shall not extend to Client Money or Safe Custody Assets except as expressly permitted under the Client Money Rules or Safe Custody Rules in default scenarios.

31. AMENDMENTS

31.1 XBTOME may amend these Terms of Use from time to time. XBTOME will notify the User of amendments by publication on the Platform or by such other channel as XBTOME considers appropriate. Amendments take effect on the date specified in the notice, which:

(a) for material amendments adverse to the User, shall be not less than 30 days after the notice is given; and

(b) for all other amendments, may be such shorter date as is reasonable in the circumstances.

31.2 For material amendments adverse to the User, the User may terminate the Agreement without penalty by written notice to XBTOME given before the effective date of the amendment. The continued use of the Platform or the Services by the User following the effective date of an amendment shall constitute acceptance of the amendment.

31.3 This clause 31 does not apply to the Master Trading Agreement, which contains its own amendment provisions, or to the OTC Agreement, which may only be amended in accordance with its terms.

32. NOTICES

32.1 Notices to XBTOME under the Agreement shall be sent in writing to legal@xbto.com (or such other address as XBTOME notifies from time to time).

32.2 Notices to the User under the Agreement shall be sent to the email address on record for the User's Account.

32.3 Notices shall be deemed to have been received: (a) if delivered by hand, on delivery; (b) if sent by registered post, three Business Days after posting; and (c) if sent by email, on the day of transmission (provided that the sender has not received an automated message indicating non-delivery).

33. ENTIRE AGREEMENT

33.1 The Agreement constitutes the entire agreement between the User and XBTOME in respect of the Services, and supersedes all prior agreements and understandings (whether written or oral) in respect of the same subject matter.

34. INDEPENDENT PARTIES

34.1 XBTOME and the User are independent parties. Nothing in the Agreement shall be construed as creating an agency, partnership, joint venture or fiduciary relationship between them, except to the extent that XBTOME provides regulated investment advice or regulated arrangement services to the User under its FSP, in which case the relationship in respect of those services shall be as set out in the Agreement and in COBS.

35. NO WAIVER

35.1 No failure or delay by either party in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy. The single or partial exercise of any right or remedy shall not preclude the further exercise of that right or remedy or the exercise of any other right or remedy.

36. SEVERABILITY

36.1 If any provision of these Terms of Use is held to be invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving its original intent.

37. THIRD PARTY RIGHTS

37.1 Save as expressly provided in the Agreement, a person who is not a party to the Agreement has no right to enforce any of its terms.

38. SURVIVAL

38.1 Clauses 8, 9, 10, 22, 23, 25.3, 26, 27, 32, 36, 37, 39 and 40 (and any other clause which by its nature is intended to survive termination) shall survive termination of the Agreement.

39. GOVERNING LAW

39.1 These Terms of Use, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, the laws of the Abu Dhabi Global Market.

40. JURISDICTION

40.1 The User and XBTOME irrevocably submit to the exclusive jurisdiction of the courts of the Abu Dhabi Global Market in respect of any dispute arising out of or in connection with these Terms of Use, including any non-contractual dispute. If the User does not have a permanent place of business in the Abu Dhabi Global Market, the User agrees to appoint, and to keep appointed at all times, an agent for service of process in the Abu Dhabi Global Market and to notify XBTOME of the identity and address of such agent.

SCHEDULE A

PROFESSIONAL CLIENT AND MARKET COUNTERPARTY CRITERIA

This Schedule A sets out the criteria applied by XBTOME for the classification of Users as Professional Clients and Market Counterparties under COBS Chapter 2. Capitalised terms used in this Schedule have the meaning given to them in the Terms of Use unless otherwise defined or used in COBS.

Part 1 Deemed Professional Clients (COBS Rule 2.4.2)

A User is a "Deemed" Professional Client if it falls within any of the following categories:

(a) an Authorised Person;

(b) a Recognised Body, Remote Body or Regulated Financial Institution, or a member of any such body;

(d) a public authority or central bank;

(e) a supranational organisation whose members are countries, central banks or national monetary authorities;

(f) a state-owned investment vehicle, sovereign wealth fund or a holding company whose principal business is the holding of investments;

(g) a Collective Investment Fund or a Regulated Pension Fund;

(h) a person who is a member, partner or director of an Authorised Person or comparable entity, where the proposed Service is appropriate to that status;

(i) a "Large Undertaking" meeting at least two of the following criteria on its most recent audited balance sheet date: (i) balance sheet total of at least USD 20 million; (ii) annual net turnover of at least USD 40 million; (iii) own funds of at least USD 2 million;

(j) a trustee of a trust where the trust has assets of at least USD 10 million held collectively at any time during the previous 12 months;

(k) a holding company, subsidiary undertaking or joint venture of a Deemed Professional Client, where XBTOME is reasonably satisfied that such entity should be treated as a Professional Client; or

(l) a Single Family Office within the meaning of COBS Rule 2.4.2(a)(xii).

Part 2 Assessed Professional Clients — Undertakings (COBS Rule 2.4.4)

A User that is an Undertaking and is not a Deemed Professional Client may be classified as an "Assessed" Professional Client if it satisfies the criteria in COBS Rule 2.4.4, including:

(a) the User has own funds (capital plus reserves and retained earnings) of at least USD 1 million;

(b) XBTOME has assessed, and is reasonably satisfied, that the User has sufficient experience and understanding of the relevant Specified Investments, Transactions and associated risks; and

Part 3 Assessed Professional Clients — Individuals (COBS Rule 2.4.4)

A User that is an Individual may be classified as an "Assessed" Professional Client if it satisfies the criteria in COBS Rule 2.4.4, including:

(a) the User has net assets (excluding the User's primary residence and any pension benefits derived therefrom) of at least USD 500,000, or, where the proposed Services include the promotion of a Passported Fund, at least USD 1 million;

(b) XBTOME has assessed, and is reasonably satisfied, that the User has sufficient experience and understanding of the relevant Specified Investments, Transactions and associated risks; and

Part 4 Market Counterparties (COBS Rule 2.5)

A Professional Client may be classified as a Market Counterparty in accordance with COBS Rule 2.5 if the Professional Client falls within one of the categories specified in that Rule, including an Authorised Person, a Regulated Financial Institution, a body corporate which is part of the same group as XBTOME, or another eligible counterparty under COBS Rule 2.5. XBTOME shall provide the prior notification required under COBS Rule 2.5(b) in accordance with clause 6.2 of these Terms of Use.

References in this Schedule to the rule numbering and substantive criteria of COBS are to those rules as in force at the date of these Terms of Use, as amended from time to time. In the event of any change in the COBS criteria, XBTOME's classification practices will be updated accordingly.