Detrust User Agreement

Last updated: 23 May 2024

1. Overview.

1.1 The services offered in relation to and/or by our Detrust or Platform (this “Product”, “Platform”, “Service” or “Services”) is a product or solution provided and operated by BITRACE LIMITED and/or its affiliate(s) (collectively, “Bitrace”) for the purposes set forth in Section 3.1.1 through using Bitrace’s System (as defined in Section 3.1.2) to identify and investigate potential money laundering and/or terrorist financing activities, including any improvements, customizations or developments thereto, but for purposes of clarification, excluding any Licensee Data (as defined in Section 7.2) and Confidential Information (as defined in Section 8.1) held and owned exclusively by a user.

1.2 This Detrust User Agreement (this “Agreement”) governs use of this Product and any related Services entered into by and between you (the “User”, “user” or “you”) and Bitrace. This Agreement is legally binding upon you and Bitrace. By accessing the Services provided by Bitrace, you agree and acknowledge that you have carefully read and fully understood the terms and conditions of this Agreement (including any amendments made by Bitrace from time to time), especially the terms which exclude or limit liabilities of the Product and/or Bitrace under this Agreement, and the terms that exclude or limit your rights or the rights of any users. If you do not accept this Agreement or the contents of this Agreement, or refuse to acknowledge and agree with Bitrace’s right to unilaterally modify this Agreement at any time, you have no right to use the Product, Platform and/or Services provided under this Agreement and shall immediately stop using and accessing the Product, Platform and/or Services.

1.3 The contents of this Agreement also include Bitrace's various system specifications, user agreement, service or product terms, other agreements, guidelines, policies or rules, and other relevant agreements regarding the Services that Bitrace may publish from time to time. Once the aforementioned contents are officially released or published, they are an integral part of this Agreement, and you shall be legally bound by those terms and conditions thereof. By using this Service, you confirm you have read, understood, and accepted all the terms and conditions of this Agreement, any relevant terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by Bitrace from time to time in connection with the provision of the Service (collectively, “User Agreements”), and that you agree to be legally bound by any and all terms and conditions thereof. Unless you have read and accepted all the terms and conditions of this Agreement and applicable User Agreements, you shall not use this Service or any of its corresponding services.

1.4. This Agreement and any applicable User Agreements constitute the entire agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between you and Bitrace, depending on your domicile, nationality, scope of services that you may subscribe in an order, your level of KYC identity authentication, among other things.

2. Eligibility to Use the Services.

2.1 You understand and acknowledge that:

• You have agreed to abide by the Bitrace Terms of Service, and you are eligible and permitted to use the Services defined therein;

• If you are registering the Services in your personal capacity, in order to effectively accept this Agreement, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to accept and execute this Agreement. Once accepted, it is binding on you;

• If you are registering to use the Services on behalf of a legal entity, in order to effectively accept this Agreement, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws and regulations; and (ii) you are duly authorized by the legal entity and have the right to act on its behalf to accept this Agreement;

• In order to use the Service, you have the knowledge and capability to perform operations on the Internet; and

• This Agreement does not conflict with the laws of your country or region where you are domiciled or originated from, and you agree to comply with such laws that may be applicable to you from time to time.

2.2 You agree and undertake that:

• You shall not use the Services for any illegal or illegitimate purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, any other violent or illegitimate activities, or any business activities prohibited by law; and

• You shall not conduct, initiate or promote any forms of market manipulation, market distortion, price manipulation, insider dealing or other forms of illegal conduct, or any other activities prohibited by law.

3. Product Overview.

3.1 Rights and Restrictions.

3.1.1 Services Use and Access. Subject to the terms and conditions of this Agreement and except as it relates to any data which are licensed otherwise in this Agreement, Bitrace permits you, as a licensee or user, to access and use the Services in the quantities identified on the applicable order during the Term (as defined in Section 6) solely for the purposes of, namely: (i) analyzing, managing, monitoring and/or screening cryptocurrency and/or digital asset transactions and relevant address(es); (ii) conducting business intelligence, data analysis, risk identification and mitigation; (iii) case management and support; (iv) fraud detection; and (v) any other purposes that would be offered and/or made available by Bitrace to you, for your internal business purposes, in accordance with the Documentation (as defined below) (collectively, the “Purposes”).The Services may only be accessed by you and your Authorized Users (as defined in Section 4.1.1).

3.1.2 In the context of this Agreement, the term “API” shall mean Bitrace’s application program interface, or file ingestion, through which a user or licensee of the Product or Services shall send any data in electronic form input or collected through the Services from you and/or the Authorized Users, including without limitation, information related to your clients or potential clients, parties to any transactions, as well as information related to payment or payment related events facilitated, processed or otherwise recorded by you; the term “Workbench” shall mean Bitrace’s investigations operations portal which a user can access for insights and analyses related to anti-money laundering compliance surfaced by Bitrace, among other things; both the API and Workbench shall be collectively referred to “System”, including any improvements, customization or developments thereto.

3.1.3 Bitrace Data. Subject to the terms and conditions of this Agreement, Bitrace hereby grants you a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use any data embedded in the Product, Services and the relevant services during the Term under this Agreement solely for the Purposes. “Bitrace Data” means: (i) any data provided through any Services which is available and accessible, and/or may be able to be extracted or downloaded therefrom such that it is accessible outside of or without the Services; or (ii) any data, database, documentation, information, guides, menus, instructions, handbooks, training materials, procedure, user agreement, or reports (collectively, “Documentation”) that are otherwise provided by Bitrace to you under this Agreement pursuant to: (A) any order, including any deliverables, or (B) any Product or Services that may be provided by Bitrace to you, with or without an order, pursuant to the terms and conditions of this Agreement, from time to time. For the avoidance of doubt, any reference to “Product”, “Platform”, “Services” and/or “System” shall include Bitrace Data.

3.1.4 General Restrictions. You shall not directly or indirectly: (i) use the Services in connection with any illegal, illegitimate or unauthorized purpose or in any manner that damages or interferes with the Services’ operation; (ii) remove any copyright, trademark or other proprietary rights notices contained in the Documentation, the Services or any reports or outputs thereof, including the Bitrace Data; (iii) sublicense, sell, lease (including on a service bureau basis), share, distribute, or transfer the Services or make it available to anyone that is not an Authorized User; (iv) extract or otherwise use data from the Services except as made available as part of the Services’ normal functions, including bulk exports of Bitrace Data; (v) modify, create derivative works of, reverse engineer, reverse compile, decompile or disassemble the Product and/or Services, or any elements thereof (except to the extent such restriction is prohibited by applicable law); (vi) use or access the Services for competitive or benchmarking purposes; (vii) circumvent any security measures or use restrictions in the Services; (viii) employ or authorize an Bitrace competitor to use or view the Product and/or Services; (ix) without limiting its obligations under Section 8, post, make public in any manner, or disclose to any third party (except its Representatives, in accordance with Section 8), any aspect of the Services, including photographs or screenshots thereof (“Screenshots”) or API keys; (x) use the Services to create a product or service with features that are identical or substantially similar to, or that re-create, the features of any Bitrace product or service, including the Services; or (xi) attempt to do any of the foregoing. At all times, you will ensure that your Authorized Users comply with this Agreement and Bitrace’s Terms of Service which shall be published on the Bitrace Platform from time to time. Bitrace may provide notice to you of any amendments to this Agreement and any User Agreements (if applicable) that would have a material, adverse impact on their ability to use the Services. If Bitrace determines that Bitrace Data may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, (i) you will follow Bitrace’s reasonable instructions, which may, depending on the circumstances, include deletion of Bitrace Data and written confirmation thereof, and (ii) Bitrace may discontinue your access to such Bitrace Data through the Services. If you or any of your employees, contractors or agents violates these restrictions or any other provision of this Agreement, or any Authorized User violates this Agreement or any User Agreements, Bitrace may suspend or block your or such of your Authorized User’s access to the Services. “Bitrace competitor” means a person or entity in the business of developing, distributing, or commercializing software or Internet products or services substantially similar to or competitive with Bitrace’s products or services.

3.1.5 Service Restrictions. Without limiting any other restrictions in this Agreement, as it relates to your use of any APIs, you shall not, either directly or indirectly: (i) integrate your application or system with the Services through APIs other than the documented APIs expressly made available and permitted by Bitrace for such use, (ii) use any robot, spider, or automated process to scrape, crawl, index, or extract any aspect of the Services or Bitrace Data, (iii) cache Bitrace Data, (iv) interfere with or disrupt the APIs or the servers or network providing the APIs, (v) perform any action which has the effect of or with the intent of introducing to the Services any viruses, worms defects, Trojan Horses, to the API gateway of any API to protect the Bitrace’s System or enforce reasonable limits on your use of an API and accordingly, specific throttling limits may be imposed and modified from time to time by Bitrace.

3.2 Additional Terms.

3.2.1 Business Data. To the extent you are provided with access to any data obtained through the Services in relation to business or market intelligence, data analysis and/or other business data services (“Business Data”), without limiting the generality of the restrictions in this Agreement, you may include conclusions it derives from Business Data in its charts, graphs, or reports to disclose to third parties, provided that you conspicuously attribute Bitrace as the source within the same medium of such conclusions. For the avoidance of doubt, you may only disclose conclusions drawn from Business Data and shall not disclose any raw Business Data, itself, to any third parties.

3.2.2 Investigations and Professional Services. To the extent you are provided with any Bitrace Data in connection with investigations and special programs, case support, incident response, and/or professional services, without limiting any other restrictions in this Agreement, deliverables may only be used by you in connection with any investigation of illicit activities. You agree that: (A) no part of its engagement for Services under this Agreement, including any engagement for deliverables, is an agreement for a work made for hire and (B) Bitrace and its licensor(s) retain full right, title, and interest to the deliverables and the deliverables are licensed to you pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, (i) you shall not use any deliverables in a misleading manner or in connection with any purpose that is designed to generate revenue for you and (ii) you acknowledge that there is no guarantee of satisfactory results from any services pursuant to this Section 3.2.2.

3.3 Our Services.

3.3.1 Bitrace may provide you with support services and circulate relevant support policy (including any service level agreement, standard operating procedure, among other thing, to you from time to time (collectively, “Support Policy”).

3.3.2 Security. Bitrace will maintain appropriate administrative, technical and physical safeguards and measures designed to protect the security, confidentiality and integrity of the Services and any Licensee Data stored on, or accessible via the Services. These safeguards and measures include encryption of Licensee Data in transmission (using various technologies).

3.3.3 Service Levels. Except as it relates to any test environment for Services, or as otherwise excluded in this Agreement or any order, the Services will be available most of the time on 24/7, measured monthly, excluding emergency maintenance, scheduled maintenance, interruption of Services due to updates, and any unavailability resulting from circumstances beyond Bitrace’s control, including without limitation, failure of your systems or networks, unavailability of the public Internet, unavailability in connection with integration partners, resellers, or other third parties, technical third-party issues, and any force majeure event. Bitrace will post notice of scheduled maintenance on the Services at least 1 day in advance. Bitrace’s temporary suspension of the Services in accordance with this Agreement will not be deemed to be an availability failure.

3.3.4 Knowledge Base. Documentation shall be accessible to you within each Service and contains information relevant to using the Services, including the then-current API Documentation relating to the operation and use of the applicable Services, which may be amended from time to time by Bitrace. Documentation will be provided separately upon written request to the extent available. In the event of any conflict between the terms and conditions of this Agreement and the Documentation, this Agreement shall prevail and take control.

3.3.5 Resellers. If you order Services via an authorized third party reseller or distributor (“Reseller”), you authorize Bitrace to provide Reseller with access to your credentials. As between Bitrace and you, you are solely responsible for: (A) any access by Reseller to your credentials and accounts and (B) defining in the agreement and/or order between you and Reseller (“Reseller Agreement”) any rights or obligations with respect to such relationship. Your sole and exclusive recourse with respect to any rights or obligations set forth in the Reseller Agreement will be against the Reseller (unless Bitrace has also directly granted such rights to you in this Agreement). Additionally: (1) any fees will be set between you and Reseller and any payments will be made directly to Reseller under the terms and conditions of the Reseller Agreement unless the relationship between Bitrace and Reseller is terminated, in which case fees shall be paid directly to Bitrace, (2) the duration or term of the Services will be set forth in the Reseller Agreement, which is subject at all times to Bitrace’s right to suspend and/or terminate Services in accordance with this Agreement, and (3) Bitrace may share your Confidential Information with Reseller as a Representative as necessary for either party to provide any support services. If there is any conflict between the Reseller Agreement and this Agreement, this Agreement shall prevail and take control.

3.3.6 Third-Party Products or Services. Bitrace may provide you with access to products, services, information, content, messages or websites within or via the Services that are provided by third parties (collectively, “Third-Party Products”). Except as expressly provided herein any use by you of Third-Party Products, and any exchange of data between you and any provider of Third-Party Products, is solely between you and the applicable third party and may be subject to additional terms, including terms of the relevant third party. If you choose to use a Third-Party Product, you grant Bitrace permission to allow the relevant third party provider to access Licensee Data and information about your usage of the Services as appropriate for the interoperation of such Third-Party Product with the Service. Notwithstanding anything to the contrary in this Agreement, Bitrace shall have no liability in connection with your use of any Third-Party Products, including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. Bitrace does not warrant (except to the extent, if any, as required by law) in any manner, including accuracy or completeness, availability, or support Third-Party Products, except as explicitly specified in an order and you agree that Third-Party Products are provided AS-IS.

3.3.7 Trial and Beta Services. From time to time, Bitrace may invite you to use (A) a Trial (as defined below) or (B) services and/or features that are not generally available to Bitrace’s customers (“Beta Services”). A “Trial” means any Services that are described as such (or by a similar description), or where access thereto is provided to you free of charge or without an order. Notwithstanding anything to the contrary in this Agreement, including the definition of “Purposes”, and without limiting any other restrictions in this Agreement, Trials and Beta Services are solely for internal assessment, testing and evaluation purposes, are not subject to the Support Policy, are not covered by any service level commitment and are provided AS- IS, exclusive of any warranty whatsoever, including for accuracy or completeness. You acknowledge that Trials or Beta Services may be terminated at any time without notice, may be subject to additional terms, and Beta Services may never be made generally available. Notwithstanding anything to the contrary in this Agreement, Bitrace will have no liability for any harm or damage arising out of or in connection with a Trial or Beta Service.

3.3.8 Product Discontinuation. In the event Bitrace intends to discontinue any Service, specific feature, coverage of any asset within a Service or the operation, support, or sale thereof, except to the extent discontinuation is in order to comply with applicable law or coverage of an asset is unavailable due to technical reasons, including protocol updates, Bitrace may give you advance written notice of such discontinuation and as your sole and exclusive remedy, Bitrace will: (A) offer a replacement solution that is materially similar to the discontinued Service or asset, or (B) refund the portion of any prepaid fees applicable to the discontinued Service or asset.

4. Responsibilities.

4.1 Your Responsibilities; Authorized User Credentials.

4.1.1 Authorized Users. An “Authorized User” means you or your affiliates’ employees or contractors who have been authorized by you to use the Services on your behalf in accordance with the terms and conditions of this Agreement, for whom you have purchased access to the provision Authorized Users as described in the preceding sentence, Bitrace will facilitate provisioning such users at your direction. At all times, you shall be responsible and liable for all acts or omissions of any users of their account (including those of your Authorized Users), your affiliates, and the employees, contractors, and agents, in connection with this Agreement, as if such acts and omissions were your own acts or omissions. In the event a credential is required to access the Services, each Authorized User credential will be deemed to be a named Authorized User credential such that it may only be used by the single, originally named individual, which cannot be shared with other individuals, unless it is explicitly designated as a Concurrent Authorized User credential. A “Concurrent Authorized User” credential means up to a certain number of Authorized Users may share and use each Concurrent Authorized User credential which may agree between the parties from time to time, provided that only 1 Authorized User may access the applicable Services at a time and each Authorized User under a Concurrent Authorized User credential must be your employee and not of any other party, including an affiliate, contractor or service provider. Without limiting any other rights it may have under this Agreement, Bitrace may immediately suspend or revoke any Authorized User credentials if Bitrace suspects in its sole reasonable discretion that credentials are being shared or being used by anyone other than an Authorized User or that you are circumventing a contractual usage limit. You shall be responsible for removing Authorized User credentials for any Authorized Users no longer employed or, in the case of third-party personnel, actively engaged, by you.

4.1.2 Security. You shall use and maintain appropriate legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Services and to protect the Services from unauthorized access, disclosure, duplication, use, modification, or loss. You shall notify Bitrace promptly of any unauthorized access or use of the Services.

4.1.3 Responsibility. You shall be responsible for any network or Internet connectivity required to access the Services over the Internet. You consent to the processing and storage of Licensee Data and provision of the Services through the use of third parties (e.g., AWS, etc.). Subject to the terms and conditions of this Agreement, Bitrace shall not be responsible for any acts or omissions of such third parties as if it had been the performing party.

4.1.4 Regulatory. Notwithstanding anything to the contrary in this Agreement, you shall not use the Services in connection with, or for the benefit of, provide Authorized User credentials to, or otherwise permit access to the Services by, any country, government, organization, entity, or person that is restricted by any sanction related laws, lists and regulations, including but not limited to, the HM Treasury Sanctions List, EU Consolidated List of Sanctions, United Nations Sanctions List, or any U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) list (each, a “Sanctioned Entity”).

4.2 Bitrace’s Responsibilities.

4.2.1 Support. Bitrace will provide support to you in accordance with the support Services (or as it relates to any Services provided to you without any additional fees (other than the Fees pursuant to Section 5), for whom the Services have been provisioned by Bitrace and subscribed by you). Subject to the terms and conditions of this Agreement, you may provide your Authorized Users with the ability to access and use the Services via a user account and login credentials. If the Services do not allow you to terms different than “annual” and you are delinquent in fulfilling your payment obligations during the corresponding term, you agree that Bitrace may, without limiting any of its rights hereunder, in its sole discretion, require you to fulfill your payment obligations on order, you shall immediately cease using and permanently delete, destroy or return all Services, Documentation, and Bitrace Data and certify such deletion or destruction in writing to Bitrace. Notwithstanding the foregoing obligation to delete Bitrace Data, or as permitted by Bitrace, Licensee Data will not include information that, alone or in combination with other information provided to Bitrace by you, can be used to identify an individual person. You shall have sole responsibility for (1) the means by which you acquired Licensee Data; and (2) the accuracy, quality, and legality of Licensee Data it uses to protect your own information of a similar nature, but in no event using less than a reasonable degree of care. Following expiration or termination of this Agreement and upon written request from the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information. Following expiration or termination of this Agreement and upon written request from the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information. Nothing in this Agreement will require the order you shall immediately cease using and permanently delete, destroy or return all Services, Documentation, and Bitrace Data and certify such deletion or destruction in writing to Bitrace.

5. Term and Termination.

5.1 Term. This Agreement will commence on the effective date of an order made between Bitrace and you and remain in effect until the order(s) hereunder have expired or have been terminated in accordance with this Agreement. The term of each order will commence on the order start date specified therein and continue for the duration set forth in the applicable order (which will be twelve (12) months from the order start date if no such period is specified), unless earlier terminated as provided herein. Unless otherwise stated in writing, all orders will automatically renew for successive twelve-month periods unless at least thirty (30) days prior to the expiration of the then-current order term, either party provides written notice of non-renewal to the other party. All order term(s) shall be collectively referred to as the “Term”. Unless otherwise explicitly agreed to by the parties, following each order term, Bitrace may increase the Fees to Bitrace’s then current rates for the applicable Services (which, in Bitrace’s sole discretion, may be based on your transaction volume in the immediately preceding order term), and the new Fees will be reflected in your next applicable invoice. Except as set forth in this Agreement, or any order(s), are non- cancellable and may not be terminated by either party prior to the expiration of the then- current order term.

5.2 Termination. Either party may terminate this Agreement for a material breach of this Agreement by the other party that is not cured within 30 days following written notice thereof. In addition, Bitrace may pre-emptively terminate this Agreement or any order if it has reasonably determined that Bitrace’s continued performance hereunder will or is likely to violate applicable laws or regulations, including bribery, corruption, economic and trade sanctions. In the event Bitrace terminates this Agreement or any order pursuant to this Section, to the extent permitted by law, Bitrace may give you as much notice as practicable and refund you the portion of any prepaid Fees attributable to the terminated portion of this Agreement.

5.3 Effect of Termination. Except as otherwise explicitly permitted to be maintained under this Agreement, upon the effective date of termination or expiration of this Agreement, you may retain Bitrace Data solely for the purpose of maintaining internal diligence files pursuant to applicable laws and/or regulations following expiration or termination of this Agreement, provided that: (i) in each instance, Bitrace Data was extracted or obtained through normal use of the Services prior to the effective date of expiration or termination, and (ii) without limiting any other terms in this Agreement, confidentiality, license restrictions, and use covenants shall survive any termination of this Agreement for so long as you are using or retaining Bitrace Data. If you terminate without cause, or Bitrace terminates with cause, you shall not be entitled to a refund and Bitrace may declare to be due and payable immediately any Fees that would otherwise become due and payable during the remainder of the term for the applicable order(s) (in the absence of the termination). If you terminate with cause in accordance with this Section, Bitrace may refund the portion of any prepaid fees covering the remainder of the term of all terminated orders after the effective date of termination. In no event will any termination relieve you from your obligation to pay any Fees that have accrued, or for Services that have been provided, prior to the effective date of termination. Notwithstanding anything in this Agreement, Sections 5.2 (to the extent Fees remain unpaid), 6, 7, 9, 10, 11, 12, 13 and any rights, obligation, or required performance of the parties in this Agreement which, by their terms or nature and context are intended to survive expiration or termination of this Agreement, will survive any expiration or termination of this Agreement even in the event of a breach.

6. Intellectual Property Rights.

6.1 Bitrace IPs. Bitrace and its licensor(s) shall own and retain all right, title and interest (and all related intellectual property rights) now existing or later arising in connection with the Product and Services, Bitrace Data, the Feedback (as defined below), the Derived Data and the Usage Data (as defined below), including without limitation all software used to provide the Services, the Feedback, the Derived Data and the Usage Data and all graphics, user interfaces, logos, and trademarks reproduced through the Services. You recognize that the Services, the Feedback, the Derived Data and the Usage Data, their components and the Feedback are protected by copyright and other laws and agrees not to copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

6.2 User IPs. Notwithstanding anything in this Agreement, you grant Bitrace and its affiliate(s): (i) a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use any information made available through the Services or otherwise provided to Bitrace in connection with this Agreement by you or Authorized Users or any third parties acting on your behalf (collectively, “your Group”), and (ii) without limiting the foregoing, a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use any information or data in connection with, or related to, activity included in a public ledger associated with blockchain technology, including blockchain addresses, information or data used to identify cryptocurrency or digital asset transactions (including customer data, if any, and the parties related thereto), transaction hashes and amounts for transactions made available by your Group to Bitrace to provide, improve, enhance, develop, and offer any services or products (the information in (i)–(ii), collectively, “Licensee Data”). You represent and warrant that: (i) you own or have the right to make Licensee Data available to Bitrace as set forth hereunder; (ii) the foregoing license grant, sharing, posting and use of Licensee Data on or through the Services will not (A) violate the intellectual property, privacy, publicity, or other rights of any person or entity or otherwise violate applicable law, or (B) breach any contract between you and a third party or create a third-party beneficiary right; and (iii) except to the extent inextricable from the Licensee Data based on the nature of the blockchain technology or similar technologies, and communicating any changes thereof during the term if required by applicable law. You will make reasonable efforts to assist Bitrace with fulfilling any of Bitrace’s obligations under applicable privacy laws arising from the grant of Licensee Data hereunder.

6.3 Feedback. Notwithstanding anything to the contrary in this Agreement, you hereby grant Bitrace a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use any ideas, suggestions, messages, posts (including through a forum or community sharing feature), requests, comments, input (including input submitted through the identify cluster (or similarly named) feature), recommendations, corrections, enhancement requests, or other feedback provided by you, your Authorized Users, your employees or agents (“Feedback”) in connection with the Services or the operation of any other Bitrace products or services to Bitrace for any lawful purpose. You acknowledge that you shall provide Feedback voluntarily, and Bitrace has no obligation to use, assess, evaluate or rely on any Feedback. Without limiting any of its rights to own and process data about the use of its products and services, Bitrace owns and holds all exclusive rights to all data (including metadata) in connection with installation, registration, use, and performance of the Services, including response times, load averages, usage statistics, and activity logs.

6.4 Personal Data. Whenever applicable, if any of Bitrace Data or Licensee Data relate to or contain any data of an identified or identifiable person under any applicable data privacy law, including the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 (“GDPR”), the parties agree that you and Bitrace separately (and not jointly) shall determine the means and purposes of processing (in Bitrace’s case providing Bitrace Data pursuant to this Agreement, and in your case using the Services for the Purposes). You shall comply with all applicable privacy laws (including GDPR) in its use of the Services, including notifying Bitrace of actual or reasonably suspected unauthorized access or disclosure of any data, and receipt of individuals’ requests to exercise privacy rights as they relate to any data incident to the use of the Services under this Agreement. In the event the parties are legally required to amend or supplement this Agreement in order to comply with any applicable privacy laws, the parties will negotiate such amendments in good faith.

6.5 Derived Data. Whenever applicable, (i) any data that is derived by Bitrace while processing Licensee Data and/or any data generated and processed pursuant to this Agreement that would lead to improvements to Bitrace’s analytical models, and any data that is aggregated and anonymized or sufficiently different from Personal Data such that data cannot be identified from analysis or further processing of such derived data, including any improvements, customizations or developments thereto (“Derived Data”); and (ii) any data reflecting access or use of the Services by you and/or any Authorized User, such as most used features and total number of transactions processed and including any improvements, customizations or developments thereto (“Usage Data”). Notwithstanding the provisions above of this Section 7, Bitrace shall be the owner of any such Derived Data and Usage Data and shall have the right to use, reproduce, sell, publicize, or otherwise exploit Derived Data and Usage Data in any way, in its sole discretion, provided that in no event shall this ownership right extend to Personal Data and Licensee Data.

7. Confidentiality.

7.1 “Confidential Information” means any non-public material or information that one party (the “Receiving Party”) receives from, or is provided access to by, the other party (the “Disclosing Party”) during the Term, in any form or medium (whether oral, written, electronic or other), including the existence of Services or functionality not excluded by Section 8.2, or other proprietary information, that is marked as confidential, or that a reasonable person would recognize as confidential from its nature or the circumstances of its disclosure. For the avoidance of doubt, the existence of a relationship between the parties is not considered Confidential Information. The Receiving Party will: (i) only use Confidential Information as necessary or permitted under this Agreement; (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, attorneys, investors, bankers, accountants, regulators applicable to it (in such case, solely for the purpose of demonstrating the Receiving Party’s compliance with applicable laws), professional advisors and/or consultants (“Representatives”) who are bound by obligations materially similar to this Section 8; and (iii) maintain Confidential Information using methods at least as protective as destruction or return of Confidential Information permitted to be maintained under this Agreement or maintained on routine computer backup systems for archival purposes, provided that Confidential Information maintained for archival purposes will not be readily accessible. Notwithstanding any expiration or termination of this Agreement (or any provision hereunder), for so long as any Confidential Information is retained, it shall remain subject to this Section 8. The obligations in Section 8 will apply during and for two (2) years after the Term, except in the case of Confidential Information that is a trade secret, in which case the obligations will remain in effect for so long as the information is a trade secret.

7.2 Exceptions. Confidential Information does not include any information that is: (i) in the public domain without an unauthorized act or failure to act on the Receiving Party; (ii) rightfully communicated to the Receiving Party by a third party not bound to keep such information confidential, whether prior to or following disclosure, (iii) independently developed by Receiving Party without reference to Confidential Information of the Disclosing Party; or (iv) approved for disclosure by the Disclosing Party. In addition, notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the limited extent required to comply with a subpoena, civil investigative order, the order of a court or other governmental body, or with applicable law (each, a “Compelled Disclosure”), provided that, to the extent permitted by law, the Receiving Party first gives written notice to the Disclosing Party prior to disclosing any Confidential Information. Subject to the terms and conditions of this Agreement, but without limiting the parties’ rights under a Compelled Disclosure, in the event you reasonably determine that the disclosure of Bitrace Data, including any testimony related thereto, is material and necessary to the disposition of a legal, regulatory, arbitration or administrative proceeding to which it is a party (each, a “Voluntary Disclosure”), you may disclose the relevant portions of such Bitrace Data in a Voluntary Disclosure, provided that prior to disclosure you shall: (i) provide written notice to Bitrace at least ten (10) days prior to the Voluntary Disclosure; and (ii) obtain prior written consent from Bitrace.

8. Warranties and Disclaimer.

8.1 You represent and warrant that you: (i) have the right to enter into and perform your obligations under this Agreement, and that such performance does not and will not conflict with any other agreement or any judgment, order, or decree by which it is bound, (ii) are compliant with any applicable laws and regulations in relation to anti-bribery and anti-corruption, and the laws administered by OFAC, (iii) you are not owned or controlled by, or employs, any Sanctioned Entity, and (iv) you will comply with all laws and regulations applicable to your performance under this Agreement.

8.2 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, Bitrace EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCH PURPOSE), AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT SERVICES TO ANY THIRD PARTY IN EXCESS OF WHAT IS AVAILABLE TO YOU THROUGH THE SERVICES.

9. Indemnification.

9.1 Alternative Remedy. If the Services or any element thereof is, or is likely to be, found to infringe any third-party intellectual property rights, Bitrace, in its sole discretion, will either (i) procure the right for you to continue to use the Services; or (ii) modify the Services to be non-infringing without materially diminishing its functionality. If neither (i) nor (ii) is commercially reasonable, Bitrace may terminate the relevant order by giving you at least 30 days’ prior written notice and, as your sole and exclusive remedy therefor, refund you the portion of any prepaid Fees attributable to the terminated portion of the relevant order term. The remedies are your sole remedy, and Bitrace’s entire liability with respect to any indemnifiable claim set forth in this Agreement.

9.2 User Indemnification. To the maximum extent permitted by applicable law, you shall fully indemnify and hold harmless Bitrace, its affiliates and their respective officers, directors, employees, agents, representatives, and Bitrace’s third-party service providers (each, an “Indemnified Party”) against any third-party claims for loss, cost, damage, expense or liability (including payment of reasonable attorneys’ fees, court costs, legal fees, fines, fees and penalties imposed by any regulatory authority) to the extent arising from, or in connection with, your: (i) this Agreement; (ii) your violation of any applicable laws or regulations of any jurisdiction, or the rights of any third party; (iii) your breach of any of the terms of this Agreement; (iv) your use of Services; (v) performance of any of our obligations under this Agreement in relation to you; or (vi) any act, error, or omission of your use of the Services, including matters related to incorrect, incomplete, or misleading information, libel; invasion of privacy, infringement of an intellectual property right. You must pay the Indemnified Party on demand for, any loss the Indemnified Party reasonably incurs in connection with the incidents described in this clause.

9.3 EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL Bitrace BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR LOST PROFITS, OR LOSS OF DATA ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY ASSERTED (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), EVEN IF Bitrace HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WITHOUT PREJUDICING THE FOREGOING, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL THE Bitrace’S MAXIMUM AGGREGATE LIABILITY OF ANY INDEMNIFIED PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED HEREUNDER, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Bitrace OR ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO Bitrace IN CONNECTION WITH THE APPLICABLE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CLAIM FOR LIABILITY AROSE. THIS LIMITATION IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIABILITY LIMITATION.

9.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT CONSTITUTE OR PROVIDE LEGAL, TAX, FINANCIAL, INVESTMENT ADVICE. FURTHER, Bitrace PROVIDES REPORTING AND INFORMATION SERVICES ONLY AND HAS NO LIABILITY FOR THE TRANSACTIONS MONITORED AND/OR ANALYZED BY THE SERVICES OR FOR ANY ACTS OR OMISSIONS IN CONNECTION WITH THE SERVICES. IN NO EVENT WILL Bitrace BE RESPONSIBLE IN CONNECTION WITH ANY ACTUAL OR POTENTIAL VIOLATIONS IN CONNECTION WITH YOUR USE OF THE SERVICES OR FOR ANY CONTENT POSTED BY YOU OR OTHER USERS IN ANY OF THE SERVICES.

10. Governing Law.

10.1 This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of the Hong Kong Special Administrative Region, the People’s Republic of China (“Hong Kong”) without regard to the principles of conflicts of laws thereof.

11. Jurisdiction and Dispute Resolution

11.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time.

11.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Section 12.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong laws.

11.3 You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). Bitrace shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

11.4 You agree that Bitrace shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

11.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

12. Miscellaneous

12.1 Bitrace reserves the right to unilaterally modify this Agreement (including any content hereof) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted and/or published on the Bitrace Platform and/or System. Please regularly check the latest information posted thereinto inform yourself of any changes. Your continued use of or access to the Services following the posting and/or publication of any changes constitutes acceptance of those changes. If you do not accept the revised content, please stop using or accessing the Services.

12.2 You must carefully read this Agreement, and any document referred to in this Agreement that constitute the contents of this Agreement. If there is anything that you do not understand in the Agreement and/or any document referred to herein, you should contact Bitrace and seek clarification. Unless otherwise instructed by Bitrace, any formal communication and document transfer between you and Bitrace shall be undertaken through email. Any formal communication between you and Bitrace should, unless otherwise agreed, be made in English. In the event of any discrepancy between the communication in English and that in any foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and this Agreement, this Agreement shall prevail.

12.3 If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of this Agreement shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.

12.4 No failure or delay by Bitrace in exercising any right, power or remedy it is entitled to under this Agreement or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

12.5 You shall not transfer, novate or assign this Agreement, and the rights and obligations hereunder, in whole or in part, without the prior written consent of Bitrace. Bitrace has the right to transfer, novate or assign any rights or obligations under this Agreement by serving written notice on you, which takes effect upon the delivery of such notice.

12.6 The headings of all this Agreement are for convenience only and have no meaning; none of the headings shall be used as a basis for interpreting this Agreement.

12.7 If there is a discrepancy between the English version of this Agreement and any translation in other languages, the English version shall prevail.

12.8 Bitrace has the sole and final discretion to interpret this Agreement.