Terms - ChainUp: Leading Provider of Digital Asset Exchange & Custody Solutions

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Product Terms

SOFTWARE-AS-A-SERVICE (“SaaS”) / (“SaaS+”)

Version. 20251003 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the SOFTWARE-ASA-SERVICE (“SaaS”) / (“SaaS+”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Copy Trading” refers to an automated or semi-automated trading functionality provided by the platform whereby a user (“Copy User” or “Follower”) authorises the system to replicate, in whole or in part, the trading actions or strategies of another user or trader (“Lead Trader” or “Key Opinion Leader” / “KOL”) in the Copy User’s account, based on parameters such as trade size, leverage, asset type, margin mode, or risk ratio.

Copy Trading may involve the automatic execution of buy, sell, open, close, stop-loss, or take-profit orders in the Copy User’s account in accordance with the actions initiated by the Lead Trader, subject to system rules, market conditions, and the Copy User’s account balance, margin, and settings.

The Copy User retains full legal ownership of all assets and positions executed in their account and remains solely responsible for all profits, losses, fees, and risks arising from such replicated trades. Copy Trading does not constitute portfolio management, investment advice, or a fiduciary relationship between the Service Provider, the KOL, and the Copy User.

“Copy Trading System” refers to the system that provides for Copy Trading;

“Copy User” refers to your end users who use the Copy Trading function;

“product” refers to the product and/or software (and its specification) in relation to the SaaS or SaaS+ service and/or product in accordance to the Order Form, if any;

“service” refers to the associated service in relation to the SaaS or SaaS+ product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days. The start of the service shall be the merchant account creation date.
6. Unless stated otherwise under your Purchase, your Purchase shall only consist five (5) VPN account access for the merchant backend system of the service and/or product. Additional charge may be required for additional VPN account.
7. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
8. Any other additional service fee such as KYC, SMS gateway charges, email or whatsoever communication incurred shall be borne by you.
9. CHAINUP shall automatically deduct Technical Service Fee, in accordance to the agreed Order Form, from Your admin balance account in the exchange backend within twenty one (21) days from the date of applicable transactions. You understand and agree that such fees, upon deduction, are non-refundable.
10. You hereby agree to bear and pay the applicable upstream hedging handling fees imposed by the upstream liquidity providers in connection with trades executed on the BTC/USDT and ETH/USDT trading pairs. Such fees shall be incurred on each successful transaction conducted by the Your end-users on Your exchange platform. CHAINUP reserves the right to revise the applicable hedging
handling fees at its sole discretion, to reflect any changes made by the upstream liquidity providers.
11. The product may offer you the opportunity to purchase additional functions and/or features from within the application (“System Backend Purchase”). CHAINUP shall deduct the price of the System Backend Purchase from your admin balance account within twenty one (21) days of activation. The said charges will be reflected as a transaction and also in the monthly invoice.

Service
12. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
13. During the provision of service:

13.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
13.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
13.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
13.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or
(ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.

16. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
17. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
18. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.

Copy Trading
19. The Parties acknowledge and agree that the performance of copy trading is subject to execution risks, market volatility, system parameters, and user-specific account configurations. As such, outcomes between the Key Opinion Leader (“KOL”) and the Copy User may diverge materially. The following scenarios may lead to profits for the KOL and losses for the Copy User, or otherwise cause differences in trading results.

20. Without prejudice to the generality of the foregoing, the Copy Trading System may fail to execute, or may execute only partially, any copy orders in the following circumstances:

(a) Insufficient Margin – The available margin in the Copy User’s account is insufficient to support the replicated trade;
(b) Limit / IOC Orders Not Fully Filled – Where the KOL uses limit price orders, limit-price stop-profit or stop-loss orders, or
Immediate-Or-Cancel (“IOC”) orders that are not fully executed, no corresponding copy order shall be generated or completed;(c) Partial Fills with Auto-Cancellation – Where an IOC or limit order is partially filled and the remainder cancelled, the Copy User’s replicated order may likewise be partial or omitted;

(d) Excessive Price Slippage – Where market slippage exceeds the maximum permissible deviation under platform rules, the order shall not be executed;

(e) Below Minimum Quantity – Where the resultant quantity is below the platform’s minimum order size;

(f) Exceeds Maximum Quantity – Where the resultant quantity exceeds the platform’s maximum order size per contract;

(g) Leverage / Position Limits – Where execution would breach the Copy User’s maximum leverage or position limit;

(h) Order Count Limit – Where cumulative open orders plus positions would exceed platform order limits;

(i) Incompatible Margin Modes – Where the KOL’s margin mode differs from that of the Copy User, rendering replication impracticable.

21. Even where copy trades are successfully executed, disparities may occur, including but not limited to:

(a) Different Leverage or Margin Models – Leading to earlier liquidation for the Copy User;
(b) Average Price Variances – Due to asynchronous execution timing or partial fills;
(c) IOC Deviation – Resulting in differing opening prices;
(d) Partial Fills – Producing smaller exposure and different average cost compared to the KOL.

22. Additional differences may arise at closing, including:

(a) Early Exit by Copy User – Manual closure or trigger based stop-loss/take-profit preceding the KOL’s exit;
(b) Slippage – Causing divergence between the Copy User’s and KOL’s average closing prices.

23. Risk Disclosure

(a) The Copy User expressly acknowledges that copy trading is not a guarantee of identical results or profits and may lead to losses, including total loss of invested capital;
(b) the Copy User further acknowledges that the KOL’s past performance is not indicative of future results, and that variations in execution, margin availability, leverage, price feeds, latency, or system functionality may materially impact returns;
(c) the Copy User affirms sole responsibility for monitoring account performance, risk tolerance, and margin sufficiency, and undertakes all copy trades at their own risk.

24. Limitation of Liability

(a) To the maximum extent permitted by applicable law, ChainUp nor the KOL shall be liable for any loss, damage, cost, or expense (including loss of profits, trading losses, slippage, execution delays, system errors, or differences in trade outcomes) arising from or in connection with the use of the copy trading feature or any of the scenarios set out herein.
(b) The Copy User acknowledges that such variations are inherent to market operations and technical execution and hereby irrevocably waives any claim against the Service Provider or KOL for any discrepancy, failed replication, or resultant financial loss.
(c) Nothing in this clause shall limit liability for fraud, wilful misconduct, or any other liability which cannot be excluded by law.

25. The Copy User confirms that they have read, understood, and accepted the risks and limitations of the copy trading system and voluntarily elect to use such service in full awareness of the potential discrepancies described herein.

Assets

26. The following Terms and Conditions under the heading of “Assets” shall only be applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.
27. CHAINUP is responsible to safeguard your Assets which are custodised with CHAINUP with reasonable industry standards. For the avoidance of doubt, the title of any such Assets provided being held and custodised with CHAINUP shall remain vested with you and/or its respective rightsholder and do not become the property of CHAINUP.
28. You hereby acknowledge that your Assets are secured in a shared blockchain address and that its interest in such Assets may not be identifiable by specific individualized specific coins, tokens or cryptocurrency unit or specific transaction history, blockchain address or private key or any form of physical documentation or electronic records. CHAINUP is to maintain records of your interest in such Assets regardless of the manner of which the Assets being secured.
29. In the event of termination or expiry of your Purchase (whichever is applicable), you shall provide CHAINUP clear and accurate instructions in writing to enable CHAINUP to return all your Assets provided to and custodised with CHAINUP back to you within fourteen (14) business days after the termination or expiry date provided that there is no outstanding payment owed by you to CHAINUP and excluding identified Assets which are suspended/freezed in accordance within the applicable laws and regulations.
30. CHAINUP does not bear any responsibility in the event that such instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
31. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
32. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.

3rd Party Providers Subscriptions and/or Services

33. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.

34. The following is a non-exhaustive list of 3rd party providers specific requirements:

34.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple’s developer general and country-specific policies. Failure to conform to Apple’s developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of your apple developer account.
34.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google’s developer program policies. Failure to conform to Google’s developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension /
termination of your Google developer account.
34.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei’s developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.
34.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi’s policies may result in barring of your Android App listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.
34.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung’s policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to
suspension / termination of your Samsung Account.
34.6 CMC Market Listing: Where applicable, paid or otherwise, CHAINUP support to you is limited to the capacity as a product provider in furnishing details to aid in your CMC Marketing Listing application progress. You are responsible to apply and pay any applicable fees to CMC for market listing applications. Site optimization services paid to CHAINUP is non-refundable, non-transferrable. You understand that application status outcome is subjected to CMC review and decision, and CHAINUP is not able to affect the decision made by CMC.

35. ChainUp shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which ChainUp has no control over. ChainUp’s obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.

Representation and Warranty

36. By signing and executing an Order Form, you represent and warrant that:

36.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and
36.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

Lien and Set-Off

37. The following Terms and Conditions under the heading of “Lien and Set-Off” shall only applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.

38. Lien

38.1 CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
38.2 CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.

39. Set-Off

39.1 CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).

40. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to
which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.

Consequences Of Termination

41. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:

41.1 announce and/or to inform your end-user of such termination of service and/or product;
41.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
41.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
41.4 any other actions that you shall carry out and/or comply to make sure interest of your enduser is protected.

42. CHAINUP shall not be liable for any failure, delay or non compliance incurred by you to your endusers during such termination.
43. You acknowledge and warrant that you have the right or have obtained your user’s authorization to transfer the user assets stored on CHAINUP’s servers to your server provider or designated wallet address. Accordingly, you agree that CHAINUP shall not be liable for any or all subsequent liabilities related to end users’ assets. Further, CHAINUP shall not be liable in the event there are any in incorrect transfers of the end users’ assets initiated by you.
44. CHAINUP shall complete the transfer of any balance assets (yours or users) within 14 working days from the effective date of termination of the Purchase to your system back end (“Administrator Account”).
45. Once the user assets have been successfully transferred to the Administrator Account, CHAINUP shall inform you accordingly. You shall withdraw such user assets from the Administrator Account within three (3) working days. Accordingly, once the prescribed period of time has been surpassed, CHAINUP shall be deemed to have completed the delivery of all user assets. CHAINUP shall not be liable for any or all subsequent liabilities related to the users’ assets. Further, CHAINUP shall not be liable in the event there are any in incorrect transfers of the users’ assets initiated by you. You shall be solely and exclusively responsible for any or all subsequent liabilities related to its end users’ assets.
46. In the event you fail to withdraw such user assets within 3 working days, You agree and acknowledge that CHAINUP shall charge you 0.02% of the assets each day (“Management Period”) as a management fee thereafter until the transfer of user assets is completed.

We are working on it

Please contact our legal team for details: [email protected]

SPECIFIC TERMS & CONDITIONS – DEX SAAS

Version. 20241219v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the DECENTRALIZED EXCHANGE – SOFTWARE-AS-A-SERVICE (“DEX SaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Coin Pairing” refers to the functionality enabling the trading of specific cryptocurrency pairs as supported on Web3 Wallet;

“Coin Swap” refers to the functionality enabling direct token-to-token swapping of specific cryptocurrency as supported on Web3 Wallet;

“DEX SaaS” refers to the decentralized exchange software platform provided as a service, including software, APIs, and hosting infrastructure;

“DEX Wallet” refers to the Web3 Wallet service for holding crypto assets;

“product” refers to the product and/or software (and its specification) in relation to the DEX SaaS service and/or product in accordance to the Order Form, if any;

“service” refers to the associated service in relation to the DEX SaaS product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form.
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days.
6. Unless stated otherwise under your Purchase, if you are a first-time customer of CHAINUP’s DEX SaaS, your Purchase shall consist of one (1) VPN account access for the merchant backend system of the service and/or product. For the avoidance of doubt, existing CHAINUP CEX SaaS customers shall use their existing VPN account and will not be given additional VPN account access.
7. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
8. Any other additional service fee incurred, if applicable, shall be borne by you.
9. CHAINUP shall automatically deduct Technical Service Fee, in accordance to the agreed Order Form, from Your admin balance account in the exchange backend within twenty one (21) days from the date of applicable transactions. For the avoidance of doubt, the Technical Service Fee shall be allocated as follows: eighty percent (80%) to you and twenty percent (20%) to CHAINUP. You understand and agree that such fees, upon deduction, are non-refundable.
10. The product may offer you the opportunity to purchase additional functions and/or features from within the application (“System Backend Purchase”). CHAINUP shall deduct the price of the System Backend Purchase from your admin balance account within twenty-one (21) days of activation. The said charges will be reflected as a transaction and also in the monthly invoice.

Service
11. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.

12. During the provision of service:

12.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
12.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
12.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
12.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you;
or
(ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.

13. Upon completion of such Provision Period as stipulated in Clause 12.4, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the provision of the service (“Deemed Acceptance”).
14. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
15. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.

16. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
17. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.

Assets

18. The following Terms and Conditions shall only be applicable for DEX SaaS product. For avoidance of doubt, in the event you have purchased DEX product together with the Web3 Wallet, the Specific Terms and Conditions for Web3 Wallet shall apply in addition to this Terms and Conditions.
19. The CHAINUP DEX SaaS is non-custodial and do not take possession or control of your Assets. You are solely responsible for the safekeeping of the private keys to the digital wallets you use, and you should never share your wallet credentials or recovery seed phrase with anyone. For the avoidance of doubt, CHAINUP is not liable for any loss or damage resulting from your use of a wallet, and makes no guarantee about how the applicable platform will interact with any particular wallet. Additionally, CHAINUP is not responsible for any issues or losses that arise from the compromise of your wallet.
20. To the fullest extent allowed by law, you acknowledge that CHAINUP does not owe any fiduciary duties or responsibilities to you or any other party. Any such duties or liabilities that may exist under the law are expressly disclaimed, waived, and excluded. The only obligations CHAINUP has are those specifically outlined in this Agreement.
21. You acknowledge that transactions conducted through the service and/or product are executed through smart contracts, which automatically settle, and that blockchain-based transactions are irreversible once confirmed. You further accept that the cost and speed of transactions on blockchain networks are subject to fluctuation and may increase at any time.
22. CHAINUP does not bear any responsibility in the event that any instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
23. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
24. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.

3rd Party Providers Subscriptions and/or Services

25. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.

26. The following is a non-exhaustive list of 3rd party providers specific requirements:

26.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple’s developer general and country-specific policies. Failure to conform to Apple’s developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of.
26.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google’s developer program policies. Failure to conform to Google’s developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension / termination of your Google developer account.
26.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei’s developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.
26.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi’s policies may result in barring of your Android App listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.
26.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung’s policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to suspension / termination of your Samsung Account.
26.6 CMC Market Listing: Where applicable, paid or otherwise, CHAINUP support to you is limited to the capacity as a product provider in furnishing details to aid in your CMC Marketing Listing application progress. You are responsible to apply and pay any applicable fees to CMC for market listing applications. Site optimization services paid to CHAINUP is non-refundable, non-transferrable. You understand that application status outcome is subjected to CMC review and decision, and CHAINUP is not able to affect the decision made by CMC.

27. ChainUp shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which ChainUp has no control over. ChainUp’s obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.

Representation and Warranty

28. By signing and executing an Order Form, you represent and warrant that:

28.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and
28.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

Shared Liquidity

28. By signing and executing an Order Form, you represent and warrant that:

29. CHAINUP facilitates shared liquidity pools that aggregate liquidity across multiple users and trading pairs. By using our service and/or product, you acknowledge that liquidity may be sourced from and shared with other users of the applicable platform, including, but not limited to, other users, liquidity providers, and external liquidity aggregators. As a general matter, CHAINUP is not a liquidity provider into liquidity pools and liquidity providers are independent third parties.
30. Users may access and provide liquidity to these shared liquidity pools, which can be used for trading, market-making, and other platform functionalities. You acknowledge that any assets you provide to these pools are subject to the risks associated with liquidity provision, including potential loss due to market fluctuations or impermanent loss.
31. If you wish to provision your own coin token, you are required to establish and maintain a sufficient liquidity pool at your own cost. These costs include, but are not limited to, fees for token activation on the CHAINUP platform and any additional expenses necessary to enable support for new mainchain networks not currently supported by CHAINUP. You are also responsible for the continuous provision of liquidity in the liquidity pool, operational and maintenance costs, and ensuring compliance with CHAINUP’s technical and regulatory requirements, as well as compatibility with the platform’s existing infrastructure.
32. While CHAINUP strives to ensure sufficient liquidity for transactions, you acknowledge that liquidity may fluctuate based on market conditions, the participation of other liquidity providers, and the overall supply and demand within the applicable platform. CHAINUP makes no guarantees regarding the availability of liquidity or the execution of trades at any specific price or volume.
33. By engaging in shared liquidity pools, you understand and agree that any trades executed may be impacted by the aggregated liquidity of other users. This means that the success, pricing, or speed of your transaction may be influenced by the actions of other liquidity providers or traders within the pool.
34. You understand that liquidity in shared pools is managed collectively, and you have no individual control over the assets contributed by other users or how liquidity is allocated within the pool. CHAINUP does not control or manage the actions of other liquidity providers and is not responsible for any market outcomes related to the pooled liquidity.
35. You agree to indemnify and hold harmless CHAINUP, its affiliates, and other liquidity providers from any loss, damage, or liability arising from your participation in shared liquidity pools. This includes any loss of funds due to liquidity fluctuations, impermanent loss, or any other risk inherent to liquidity provision and trading.

Limitation on Supported Coin Pairing
CHAINUP shall provide support for coin pairing functionality as part of the DEX SaaS. However, you acknowledge and agree that:
36. Only coin pairings that have been pre-approved by CHAINUP and meet the technical, regulatory, and security standards established by CHAINUP shall be supported. You shall submit any proposed new coin pairings for approval in writing.
37. All coin pairings must comply with applicable laws, regulations, and guidelines in the jurisdictions where the DEX is intended to operate. CHAINUP reserves the right to reject or disable coin pairings that are or may become non-compliant.
38. CHAINUP shall not support coin pairings involving tokens or digital assets classified as high-risk, restricted, or illegal, including but not limited to those associated with illicit activities, unlicensed securities, or other prohibited uses as determined by CHAINUP in its sole discretion.
39. CHAINUP may impose limitations on the number, type, or configuration of coin pairings based on the technical capabilities of the DEX platform and other relevant considerations, including system performance and user experience.
40. You agree to indemnify, defend, and hold harmless CHAINUP from and against any and all claims, losses, damages, or liabilities arising out of or related to the implementation or operation of any coin pairings introduced or requested by you that violate the Purchase or applicable law.
41. CHAINUP reserves the right to suspend or permanently remove any coin pairing from the platform at its sole discretion if deemed necessary to address technical, legal, or regulatory concerns or to protect the integrity and security of the DEX.

Use of 3rd Party Service Providers
42. You acknowledge and agree that CHAINUP may rely on third-party technology infrastructure providers or third-party software providers, such as but not limited to liquidity providers, exchanges, decentralized exchanges, trading platforms, and cross-chain payment and liquidity platforms, to build, maintain, and facilitate the underlying systems and infrastructure necessary for the provision of service and/or product, including access to our APIs, liquidity services, data, and transaction facilitation across multiple blockchain networks.
43. These third-party providers are independent entities responsible for key elements such as server hosting, blockchain network integration, cross-chain transaction facilitation, smart contract execution, liquidity services, and other technical services for support. You agree that your use of the Products through an interface, product or service provided by one of these third-party providers is nonetheless still subject to the terms and conditions of this Agreement.
44. While CHAINUP makes reasonable efforts to ensure the integrity and security of the product, you understand that CHAINUP does not control or guarantee the performance, availability, or functionality of the infrastructure provided by these third-party providers. As such, CHAINUP will not be held liable for any disruptions, outages, security breaches, or technical failures that may arise due to the use of third-party infrastructure.
45. You further agree that CHAINUP is not responsible for any losses, damages, or liabilities resulting from the actions, omissions, or failures of these third-party providers. You hereby waive any claims against CHAINUP for any such issues that may occur due to reliance on third-party infrastructure.

Termination
46. In the event of termination of your Purchase, the end-user data will be preserved for fourteen (14) days (“Retention Period”) and made available to you within a commercially reasonable timeframe. After this Retention Period, you acknowledge that such end-user data may be permanently deleted from CHAINUP’s server and shall be irrecoverable. After this Retention Period, CHAINUP makes no representations or warranties as to the preservation or integrity of the end-user data. Notwithstanding anything to the contrary, you agree that CHAINUP may retain end-user data as required to comply with applicable legal or regulatory obligations even after termination of this Agreement.

47. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:

47.1 announce and/or to inform your end-user of such termination of service and/or product;
47.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
47.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
47.4 any other actions that you shall carry out and/or comply to make sure interest of your enduser is protected.

48. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you to your endusers during such termination.

We are working on it

Please contact our legal team for details: [email protected]

WEB3 WALLET

Version. 20250410 v1.0

This Specific Terms and Conditions (“Terms”), the General Terms and Condition and the Order Form (collectively the “Purchase”) are collectively deemed as part of the terms and conditions to govern the contractual relationship between you and CHAINUP. It shall be effective between you and CHAINUP from Effective Date upon your signing and execution of the Order Form to purchase the relevant Web3 Wallet service and/or product. This Terms does not require any signing and/or execution.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” means the annual fee payable by you for various service/product package and version for each tier as set forth in the Order Form;

“Assets” means assets owned by you which are kept, received or deposited in the Web3 Wallet, if any;

“business day” means a day (except Saturday or Sunday, public holidays and unscheduled holidays) on which banks and financial institutions are open for business in Singapore;

“CEXs” means centralized exchanges

“CHAINUP” refers to CHAINUP PTE. LTD. and its affiliates and subsidiaries;

“Contract Term” refers to the Contract Term stated in the Order Form;

“day”, “week”, “month”, “year” refers to that day, week, month, year in accordance with the Gregorian calendar (any “daily”, “weekly”, “monthly”, “yearly”, “annually” shall also be construed accordingly);

“DEXs” means decentralized exchanges;

“Effective Date” refers to the “Effective Date” as defined in the Order Form;

“General Terms and Condition” refers to the General Terms and Condition that can be found at
https://www.chainup.com/service-terms ;

“Order Form” refers to a document known as “Order Form” entered and executed by you and CHAINUP, which consist all material terms and specifications of the service and/or product that you purchased from CHAINUP;

“Party”, “Parties” refers to you and/or CHAINUP, collectively and/or respectively

“Payment Term” refers to the “Payment Terms” agreed by the Parties in the Order Form;

“Private Key” refers to a cryptographic code or string of unique characters that serves as a digital signature to grant exclusive access to digital
assets, tokens and cryptocurrencies stored within a cryptocurrency wallet, enabling the Private Key owner to initiate transactions, transfer funds, and manage assets associated with that specific wallet address on a blockchain network;

“price” refers to the price, fee, payment and/or whatsoever consideration agreed in the Order Form;

“product” refers to the product (and its product specification) in relation to the Web3 Wallet service and/or product in accordance to the Order Form, if any;

“Recovery Phrase” means collectively, the twelve word seed phrase or recovery phrase for accessing cryptocurrency in any Web3 Wallet;

“service” refers to the service (and its service specification) in relation to the Web3 Wallet service and/or product in accordance to the Order Form, if any;

“Web3 Wallet” refers to a service and/or product provided by CHAINUP which is to provide non-custodial Web3 wallet services for storing digital assets, tokens, and cryptocurrencies; the Web3 Wallet may also have additional functionality added from time to time, such as enabling users to access and link to CHAINUP or third-party CEXs, DEXs, and decentralized applications

2. This Terms is to be read and interpreted together with the Order Form.
3. In this Terms, references to “you” or “your” are collectively refers to the signing party to an Order Form with CHAINUP.
4. Words importing singular include plural and vice versa, words importing any gender include every gender, words importing persons include bodies corporate and unincorporate and references to time shall mean Singapore time.
5. References to Clauses and other provisions herein are references to Clauses and other provisions herein and terms defined herein shall have the same meanings where used throughout your Purchase.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of Order Form and/or the last update of this Terms and shall include all subordinate legislation made as at the date of Order Form and/or the last update of this Terms under that statute or statutory provision.
7. A reference to writing or written excludes fax but not email.
8. This Terms may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute your agreement and consent to all of the relevant changes.
9. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Service, Product and Payment
10. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Terms and the General Terms and Condition, the Order Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
11. Upon receipt of payment from you, CHAINUP shall create a merchant account for you in accordance with the Web3 Wallet specification in the Order Form within 5 working days. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
12. This Terms shall only be applicable for the service and/or product in relation to the Web3 Wallet service and/or product. For avoidance of doubt, in the event you have purchased other services and/or products together with the Web3 Wallet service and/or products, you shall refer to those other Specific Terms and Condition for the relevant other services and/or products

Use of Web3 Wallet by You or Your End-Users
13. You hereby acknowledge and agree that CHAINUP will not be and is not responsible for processing, managing, maintaining, and/or safeguarding any Web3 Wallets, Assets and/or any transactions in relation to the Web3 Wallets and/or Assets.
14. You hereby acknowledge and agree that CHAINUP does not have any ownership, access, custody, and/or control over any Web3 Wallets and/or Assets. You or your end-users’ own and control any Web3 Wallets and Assets held in any Web3 Wallets. The sole owner of any Web3 Wallets and Assets in any Web3 Wallets shall bear all risk of loss of such digital assets. CHAINUP shall have no liability for digital asset fluctuations or loss associated with you or your end-users’ use of the Web3 Wallets.
15. You hereby acknowledge and agree that CHAINUP does not store and is not responsible in any way for processing, storing, managing, securing and/or maintaining any seed phrases and/or private keys for any Web3 Wallets. You or your end-users are solely responsible for the retention and security of any Web3 Wallet credentials and the Recovery Phrase. The Recovery Phrase is the only way to access the cryptocurrency associated with any Web3 Wallet.
16. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating and developing the Web3 Wallet service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating and developing of the Web3 Wallet service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
17. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. As you contract directly with your end-users, you shall also be responsible for the cybersecurity measures taken in relation to your operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, fraud and/or willful misconduct.
18. If you or your end-users connect the Web3 Wallet to third party decentralized services, CEXs, DEXs, third-party websites, applications or resources, you or your end-users acknowledge sole responsibility for and assume all risk arising from the use of any third party decentralized services, CEXs, DEXs, third-party websites, applications, or resources. Third party decentralized services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. CHAINUP and its affiliates shall not bear any liability, whatsoever, for any damage caused by any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources. You or your end-users should use extensive care in linking Web3 Wallets with any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources or providing any third-parties access to your Web3 Wallets. When using any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources, you or your end-users understand that at no time are you or your end-users transferring your assets to CHAINUP.
19. You or your end-users are solely responsible for any and all gas fees or transaction costs associated with interacting, processing, executing, and validating transactions on a blockchain network. Such gas fees or transaction costs are not received by CHAINUP and so, CHAINUP cannot reverse or refund such gas fees or transaction costs.
20. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any Web3 Wallet, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.

Lien and Set-Off
21. Set-Off

21.1CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).

22. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.

Limitation Of Liability
23. You and your end-users agree to hold CHAINUP and its affiliates harmless for any losses arising from you or your end-users losing the Recovery Phrase. You and your end-users agree that CHAINUP and its affiliates shall not be liable in any way if the Recovery Phrase is lost and you or your end-users cannot access the Assets in the Web3 Wallet. If the Recovery Phrase is lost, then you or your end-users will lose access to the Assets in the Web3 Wallet. Do not lose the Recovery Phrase. You should always backup the Web3 Wallet private access key via secondary means.
24. With the exception of mandatory laws to the contrary, you agree that CHAINUP’s total and accumulated liability, regardless of the cause and the number of claims shall be strictly limited to the Annual Fee paid by you to CHAINUP under your Purchase in the twelve (12) months or Contract Term, whichever is shorter, preceding the event giving rise to such liability.

Termination
25. In the event of termination of your Purchase, it is your responsibility to make sure the interest of your end-user is protected.
26. In the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP.

Bitwind System

Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the BITWIND SYSTEM. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“API” means for Application Programming Interface;

“Bitwind System” refers to the name of a software program or system which provides order hedging functionalities between your designated exchanges automatically;

“exchange” refers to the digital currency assets trading platform designated by you to receive, accept and deploy the product and/or service provided by CHAINUP;

“external platform” refers to the trading platform from which coin-to-coin pair market data should be obtained for reference to operate Bitwind System;

“General Terms and Condition” refers to the General Terms and Condition that can be found at
https://www.chainup.com/service-terms ;

“product” refers to the product and/or software (and its specification) provided in the Bitwind System in accordance to the Order Form, if any;

“Secret Key” refers to the only data for account verification after you register account on exchange and applies for API, which requires your careful custody in order to avoid any loss of assets;

“service” refers to the associated service in relation to the Bitwind System in accordance to the Order Form, if any;

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the function, features and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Terms and the General Terms and Condition, the Order Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days.
6. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.

Service
7. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary facilities and/or external platform. Any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
8. Any reference of value or advice provided by CHAINUP to you is not an official data nor a professional advice, you hereby acknowledge that it is solely your commercial decision on any such setting or operation. You shall indemnify CHAINUP for any losses, liabilities or whatsoever responsibilities arising therefrom.
9. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regards to any performance by any third-party that is not appointed by CHAINUP.
10. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
11. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.

Representation and Warranty
12. By signing and executing an Order Form, you hereby represent and warrant that you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements,
guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions.

13. Parties also understand and agree that:

13.1 It is your responsibility to ensure that your operation personnel, in respect of the service and/or product under your Purchase, are equipped with the necessary knowledge and skills to manage, maintain and operate the Bitwind System provided by CHAINUP;
13.2 You shall be solely and exclusively responsible for the data security of the exchange and safekeeping of the relevant Secret Key, failing which you shall assume full responsibility and liability arising therefrom;
13.3 You shall cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the Bitwind System purchased under your Purchase, including but not limited to keep detailed records of any abnormalities in the Bitwind System, provide necessary information and material for CHAINUP to make a prompt diagnosis, failing which CHAINUP shall not liable for any delay or failure to provide, maintain or resolve any issues of the Bitwind System purchased; and
13.4 both Parties encrypts and stores their Secret Key (key) with its own complex algorithm. If either Party causes the loss of Secret Key thereafter resulting in any negative effects, the other Party shall be indemnified and need not bear any responsibility.

Acknowledgement of Risks
14. By signing and executing an Order Form, you understand, acknowledge and agree that the Bitwind System provided by CHAINUP under your Purchase bring along certain inherent risks and possibility of financial loss in cryptocurrency trading, including but not limited to:

14.1 There is a large amount of digital currency assets in the account of the exchange. If any private key(s) are lost, there may be significant negative impact on the exchange, including but not limited to, malicious transactions, withdrawal of currency, and other financial loses;
14.2 Bitwind System controls exchange account trading through API interface, in the event of any system abnormality in the exchange itself, it may also result in the abnormal operations of the Bitwind System;
14.3 The function of the Bitwind System and the exchange system are connected through the network. If the network between them is unstable, the function of its relevant product and/or service may be affected;
14.4 You may need to implement different types of hedging strategies for each individual coin pairs in Bitwind System, from time to time. CHAINUP shall not be responsible for any configuration updates of your hedging strategies, which if not implemented timely, may result in losses or undesired outcomes; or
14.5 Certain functions of Bitwind System are very dependent on the volatility of the markets, stability of the external platform and your designated exchange system as well as its network. Any disruptions of interruptions of such external platform or exchange system may lead to delay of market updates, or even a longer period of non-updates, and possibility of users arbitraging profits, which may subsequently lead to the failure of hedging function, high slippages and risk of loss.

15. You understand and agree that the key to the Bitwind System lies in the setÝng of strategic parameters. CHAINUP is to assist you in setÝng such parameters and provide some relevant reference values however such reference values should not be considered as professional advice nor does it constitute an offer, solicitation or recommendation therefore CHAINUP shall not bear any responsibility for the adverse effects caused by the parameter setÝng. Parties further understand and agree that you are able to adjust those parameters by yourself therefore you shall bear full responsibility for the said parameter setÝng and hold CHAINUP harmless against any liabilities or loss arising therefrom.
16. You hereby agree and acknowledge that CHAINUP is only a technical service provider which does not have the professional capacity or expertise to provide any financial, legal, tax, investment or whatsoever advice. You shall, before you enter into any contractual relationship with CHAINUP, obtain advice from your appointed professionals for any such aspect that you may concerned with and/or any subject matter relevant under your Purchase.
17. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation by you, as well as its corresponding loss.

Specific Terms and Conditions
ChainUp MPC Self-Custody

Version. 20251017v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the CHAINUP MPC Self-Custody. This STC does not require any signing.

Introduction

1. CHAINUP provides customers with physical and technological infrastructure (i.e., the MPC Wallet software that provides verification in relation to the white-label services, and the API connecting to third party digital payment token liquidity providers in relation to exchange service) (the “Services”) with greater security, ease of use, and scalability.

In addition, CHAINUP provides a full-link activity monitoring system allowing CHAINUP to automatically monitor and record all of the transaction process from start to end and ensure that all transactions are processed in accordance with the specified procedures. By using our Services, you agree to be bound by these terms. If you do not agree, please do not use our services.

Eligibility
2. By using our Services, you confirm that you are at least 18 years old and have the legal capacity to enter into these terms. You also confirm that your use of our services complies with applicable laws and regulations

Services Provided
3. Under this service, CHAINUP will provide the Services to customers, which will divide a single cryptographic key into three private key shards, each key shard holding a private set of data. Users will hold on to one key shard, while CHAINUP will hold on to the remaining two key shards. The holding on the remaining two key shards is solely for verification purposes, CHAINUP will not be involved in any transaction or transferring of DPT from one wallet to another. CHAINUP has no ability to control access to any digital payment tokens and there is no joint execution of transactions involving the digital payment tokens stored in the MPC Wallets software.
4. By default, the MPC wallet uses TRON Energy (“Energy”) and TRON Bandwidth (“Bandwidth”), together known as “Resources”, instead of traditional gas fees when processing transactions. The interaction of smart contracts requires Energy and Bandwidth, while the transfer of TRX currency only requires Bandwidth. If you do not have enough Energy or Bandwidth, TRX may be deducted to cover the cost.
If you prefer not to use the Resources, you have the option to opt out through the wallet settings. Please review your preferences to ensure they align with your intended transaction method.

Product And Payment
5. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Term and the General Terms and Condition, the Order
Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
6. Option of main chains under your Purchase is always subject to CHAINUP’s availability of such main chain. Additional charges may be required for customization and development of additional main chain, if any.
7. Upon receipt of payment from you, you must create a merchant wallet account on our portal the same day to allow us to provision the CHAINUP MPC Self-Custody wallet .
8. ‘Product Subscription Period’ and/or its applicable Minimum Fee shall always commence from the when the service is first provided, unless stated otherwise.
9. Upon signing of the Order Form, you hereby confirm your possession of one key shard. You also acknowledge that any digital assets, tokens, or cryptocurrencies stored in your wallet may become irrecoverable or inaccessible in the event of loss, misplacement, or theft of your key shard. CHAINUP shall bear no responsibility or liability whatsoever in the event of loss, misplacement, or theft of the key shard. You are responsible for obtaining your own insurance to indemnify against any loss of digital assets, tokens, or cryptocurrencies stored in your wallet.

Account Creation And Maintenance
10. To use our Services, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You shall notify us immediately if you notice any unauthorized use of your account.
11. Whenever a customer requests any action of CHAINUP, it will be required to provide its instructions. CHAINUP acts upon instructions given by its customers or any person authorised by its customers to give instructions to it or perform other operations through CHAINUP’s website on behalf of its customers (“Authorised Persons”) that are received and verified by CHAINUP pursuant to this Purchase. Any instructions given will continue in full force and effect until cancelled (if possible) or executed.
12. The customer is required to maintain an updated and current list of Authorised Persons at all times with CHAINUP and will immediately notify CHAINUP of any changes to the list of Authorised Persons by updating the list on the platform, including for termination of employment, or otherwise. The customer shall make available all necessary documentation and identification information, as reasonably requested by CHAINUP to confirm:

a. the identify of each Authorised Person;
b. that each Authorised Person is eligible to be deemed an “Authorised Person” as defined above; and
c. that the person(s) requesting the changes in the list of Authorised Persons have valid authority to request changes on behalf of the customer

13. CHAINUP shall be entitled to rely upon any instructions it receives from an Authorised Person (or from a person reasonably believed by CHAINUP to be an Authorised Person) in accordance with this Purchase. CHAINUP may assume that any instructions received from a customer or Authorised Person are not in any way inconsistent with the provisions of organisational documents of the customer or of any vote, resolution, or proper authorisation and that the customer is authorised to take the actions specified in the instructions.

14. CHAINUP will provide customers, on a real-time basis, the following particulars in the form of electronic records stored on an electronic facility.

a. transactions to purchase or sell assets entered into by the customer and the price at which the transactions are entered into;
b. the status of every asset (including DPT) in CHAINUP’s custody held for the customer, including any asset (including DPT) deposited with a safeguarding person (if any);
c. the movement of every asset (including DPT) of the customer, the date of and reasons for such movement, and the amount of the asset (including DPT) involved;
d. the movement and balance of relevant money received from, or on account of, the customer in respect of the provision of the Services (if any); and
e. a detailed account of all financial charges and credits to the customer’s account during the monthly statement period, unless the detailed account of financial charges and credits has been included in any contract note or tax invoice issued by CHAINUP to the customer.

15. By using our Services, you consent to the particulars above being made available to you in this manner and the above shall suffice as the provision of a statement of account, and you consent to not receive any separate statement of account from CHAINUP on a monthly basis.

Security Measures
16. The MPC wallets allow for the function for users to provide instructions for the DPT stored in its MPC wallet to be transmitted to another DPT wallet, as long as the user is able to authenticate the transaction using its key shard, this shall be executed between you and your end users.
17. Where appropriate, CHAINUP uses available technology to protect the security of communications made through our CHAINUP website. Do note that CHAINUP do not accept liability for the security, authenticity, integrity or confidentiality of any transactions and other communications made through our CHAINUP website. Internet communications may be susceptible to interference or interception by third parties. CHAINUP will do our best but CHAINUP cannot make any warranties that our CHAINUP website is free of infection by computer viruses or any other unauthorised software.

Custody And Control
18. While CHAINUP provide the Services, you retain ownership and control over them. CHAINUP will not use, lend, or leverage your assets for any purpose other than those specified in these terms or as instructed by you.

Transaction Processing
19. Your end user may instruct you to execute transactions involving digital assets. You shall process these transactions in accordance with your end user’s instructions, provided they comply with your security procedures and legal requirements.

Liability
20. To the maximum extent permitted by applicable law and subject to the exceptions provided below, in no event shall CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employers or representatives, be liable for any lost profits or any special incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorised or unauthorised use of the Services, or this Purchase, even if CHAINUP has been advised of or knew or should have known the possibility of such damages.
21. To the maximum extent permitted by applicable law and subject to the exceptions provided below, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP under this Purchase during the 6 months period immediately preceding the first incident giving rise to such liability.
22. The exclusions and limitations of liability above will not apply to CHAINUP’s fraud, wilful misconduct, or gross negligence. CHAINUP’s liability for gross negligence shall be limited to the value of the affected digital assets or fiat currency.
23. In the event of losses of customers’ digital assets arising from fraud or negligence on the part of CHAINUP, CHAINUP will act in accordance with its compensation framework. Under this framework:
24. Customers are advised to promptly report any losses and associated suspicious activity to CHAINUP’s support team through [email protected]
25. CHAINUP will investigate the matters and endeavour to provide a resolution within 30 days. In any event, CHAINUP will provide the affected customer with an update within this timeline;
26. As part of CHAINUP’s investigations into the matter, CHAINUP may contact the customer and/or any other relevant third parties for further information; and
27. If the result of CHAINUP’s investigations reveal that the claim is valid, CHAINUP will compensate the customer for any direct losses suffered by the customer in connection with CHAINUP’s fraud or negligence. Notwithstanding this, if a customer may potentially be able to make a claim under any form of insurance coverage, the customer shall not be entitled to such compensation by CHAINUP to the extent of the sum insured.

User Obligations

28. You agree to:

a. comply with all applicable laws and regulations;
b. provide accurate and complete information;
c. keep your account credentials secure; and
d. promptly update us on any changes to your information.

Termination
29. CHAINUP may terminate or suspend your account at our discretion if you violate these terms or if required by law. You may terminate your account by providing us with written notice. Upon termination, CHAINUP will return your digital assets to you, subject to any outstanding obligations.

Amendments
30. CHAINUP may amend these terms from time to time. Continued use of our services after such changes will constitute your acceptance of the amended terms.

Governing Law
31. These terms are governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator appointed by CHAINUP. The language of the arbitration shall be English.

Contact Information
32. CHAINUP will use commercially reasonable efforts: (i) to provide reasonable technical support to customers, by email or telephone, during CHAINUP’s normal business hours from 10am-7pm (utc +8); (ii) to respond to support requests in a timely manner; and (iii) resolve such issues by providing updates and/or workarounds to customers (to the extent reasonably possible and practical), consistent with the severity of the issues identified in such requests and their impact on the customer’s business operations.
33. If you have any questions or concerns about these Terms of Use, please contact us via our official website at https://www.CHAINUP.com/

Safeguarding Of Digital Assets
34. Assets of each customer will not be mixed together and they are all located at the customer’s own address and are kept independently by the customer.

Distributed Key Storage Technology
35. CHAINUP uses distributed key storage technology, allowing users to generate and manage all private key sharding. Among them, users save one private key locally, while the other two are stored on Amazon Cloud and Microsoft Cloud respectively in Singapore. This distributed storage method combines hardware isolation technology, allowing users to fully control their assets. CHAINUP supports 3-3 TSS configuration; when users initiate transaction signatures, these three private key sharding will participate in the signature at the same time, eliminating the single point of failure
problem in private key management and significantly improving the security of asset self-management, ensuring that users’ investment assets reach the highest level of security in the market.

Customer Account Setup
36. The customer agrees to provide CHAINUP with the information CHAINUP requests (which CHAINUP may request at any time deemed necessary) for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and permit CHAINUP to keep a record of such information. The customer will need to complete certain verification procedures before the customer is permitted to start using the Services.
37. The information CHAINUP requests may include but is not limited to personal information such as the customer’s full name (including any aliases), unique identification number, residential/registered/business address, telephone number, email address, date of birth or incorporation/establishment/registration, nationality, and any such information that CHAINUP is required to collect from time to time under applicable law.
38. The customer may also be required to undergo enhanced due diligence procedures, where CHAINUP may request that the customer submit additional information about itself and its business, provide relevant records, and arrange for meetings with CHAINUP’s staff so that CHAINUP may, among other things, establish the source of the customer’s wealth and source of funds for any transactions carried out in the course of the customer’s use of the Services.
39. In providing CHAINUP with this or any other information that may be required, the customer confirms that the information is true, accurate and complete, and the customer has not withheld any information that may influence CHAINUP’s evaluation of the customer for the purposes of the customer’s use of the Services. The customer undertakes to promptly notify in writing and provide CHAINUP with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by CHAINUP and/or applicable law. The customer permits CHAINUP to keep records of such information. CHAINUP will treat this information in accordance with applicable data protection laws.

Termination
40. In event of termination of your Purchase, it is your responsibility to withdraw all and every Assets under your Purchase. Any additional management service provided by CHAINUP after such termination shall be borne by you and CHAINUP is entitled to charge you additional payment at its discretion.
41. CHAINUP shall not liable for any failure, delay, error, inaccuracy or non-compliance incurred by you during such withdrawal.

We are working on it

Please contact our legal team for details: [email protected]

We are working on it

Please contact our legal team for details: [email protected]

We are working on it

Please contact our legal team for details: [email protected]

We are working on it

Please contact our legal team for details: [email protected]

TRUSTFORMER KYT & AML

Version. 20251017v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Trustformer KYT & AML. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following
meanings:

“Authorised Users” means Your employees, agents and independent contractors who are authorised by You to use the Services;

“Customer Data” means the data provided by You, Authorised Users, or CHAINUP on your behalf for the purpose of using the Services or facilitating your use of the Services;

“Normal Business Hours” means 10.00 am to 7.00 pm local Singapore time, each Business Day;

“Services” means the subscription services provided by CHAINUP to You under this agreement via https://kyt.trustformer.ai/or any other website notified to you by CHAINUP from time to time;

“SaaS” means Software-as-a-Service;

“User Subscriptions” means the user subscriptions purchased by You which entitle Authorised Users to access and use the Services in accordance with this agreement; and

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly

User Subscription
4. Subject to you purchasing the Services to permit the Authorised Users to use the Services during the Subscription Term solely for your internal business operations.
5. In relation to the Authorised Users, you undertake that each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential.
6. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify CHAINUP.
7. The rights provided herein are granted to you only, and shall not be considered granted to any of your subsidiary or holding company.
8. This agreement is effective upon the Effective Date for duration of an Initial Subscription Term and indefinitely after that (“Auto Renewal”) until termination of this agreement. Unless Parties agreed in written otherwise, term of each Auto Renewal shall be an Initial Subscription Term and shall continue one after another without any interval.

Services
9. CHAINUP shall, during the Subscription Term, provide the Services and make available to you on and subject to the terms of this agreement. The Services shall include the scope provided in the Order Form.
10. CHAINUP shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any maintenance carried out of that may be notified directly to customers either via email or notification by the form of announcement on its website.
11. CHAINUP will, as part of the Services, provide you with standard customer support services during Normal Business Hours.

Third Part Providers
12. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. CHAINUP makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such thirdparty website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not CHAINUP. CHAINUP recommends that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. CHAINUP does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

ChainUp’s Obligations
13. CHAINUP shall use commercially reasonable endeavours and due care and skill in relation to its provision of the Services.
14. The undertaking herein shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CHAINUP’s instructions, or modification or alteration of the Services by any party other than CHAINUP or CHAINUP’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, CHAINUP will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of he undertaking set out herein.

15. CHAINUP

(a) does not warrant that: your use of the Services will be uninterrupted or error-free;

(i) that the Services and/or the information obtained by you through the Services will meet your requirements; or

(ii) that the Services provided herein are deemed sufficient to comply with the applicable policies of the Central Bank in the local jurisdiction where the Services are being utilized. The Customer is advised to seek professional legal or regulatory advice to ensure that all Know Your Transaction (KYT), Anti-Money Laundering (AML), and Countering the Financing of Terrorism (CFT) regulatory requirements are fully met in connection with the use of our Services; or

(iii) Services will be free from Vulnerabilities.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

16. This agreement shall not prevent CHAINUP from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
17. CHAINUP warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
18. CHAINUP shall follow its archiving procedures for Customer Data only to the extent necessary for the provision of its Services or required by law. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against CHAINUP shall be for CHAINUP to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CHAINUP in accordance with the archiving procedure according to its internal policy. CHAINUP shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by CHAINUP to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.)

Customer’s (Your) Obligations
19. You shall provide CHAINUP with (i) all necessary co-operation in relation to this agreement; (ii) all necessary access to such information as may be required by CHAINUP, and (iii) non-exclusive, global, royalty-free license to utilize any information provided through the Services or otherwise shared with CHAINUP by the You, Authorized Users, or any third parties acting on behalf of You in order to provide the Services;

(a) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(b) carry out all other customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed, CHAINUP shall not be held liable for any delay thereof;
(c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for CHAINUP, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; and
(e) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from your systems to CHAINUP’s software and/or platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

Notwithstanding anything to the contrary in this agreement, You shall not use the Services in connection with, or for the benefit of, provide Authorized Users credentials to, or otherwise permit access to the Services by, any country, government, organization, entity, or person that is restricted by 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”).

20. You shall own all right, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
21. You undertake that you shall comply with all necessary data protection regulations as the party that contracts directly with your end-users.
22. You undertake that (i) you either own or have the authority to provide the Customer Data to CHAINUP as outlined in this agreement; (ii) the license granted, along with the posting and use of Customer Data through the Services, will not (A) infringe upon any intellectual property, privacy, publicity, or other rights of any individual or entity, nor violate any applicable laws, or (B) breach any agreements between the You and third parties, nor create any rights for third-party beneficiaries; and (iii) unless inseparable from the Customer Data due to the inherent nature of blockchain technology or similar systems, or as permitted or requested by CHAINUP, the Customer Data will not contain any information that, either on its own or combined with other data provided by You, can identify an individual. You are solely responsible for (1) the method by which you acquired Customer Data; and (2) ensuring the accuracy, quality, and legality of the Customer Data, as well as communicating any necessary changes during the term if required by applicable law. You will make reasonable effort to assist CHAINUP in meeting any obligations under applicable privacy laws related to the use of Customer Data granted under this agreement.
23. You shall not use, whether directly or indirectly, the Services under this agreement to engage in activities prohibited by the any government in any jurisdiction, otherwise
24. you shall bear the legal responsibility arising therefrom; and
25. this agreement will automatically terminate when your actions are illegal or take similar measures; and
26. CHAINUP has the right to request you to compensate CHAINUP for any losses suffered.
27. You have sole and exclusive responsibility for compliance with all applicable laws in relation to your usage of the Services hereunder, and agree that CHAINUP is only a software service provider. If for any reason whatsoever, You continue any activities that breach any applicable laws, then You shall bear full responsibility for compliance with all applicable laws in relation to the activities contemplated herein. You shall indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from your aforementioned responsibility to comply with all applicable laws.

MANAGED SERVICES AND PROFESSIONAL SERVICES

Version.

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Managed Services and/or Professional Services. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“designated platform” refers to your designated application, platform or system which requires CHAINUP’s Managed Services or Professional Services;

“Equipment” refers to the equipment set out in the Order Form

“General Terms and Condition” refers to the General Terms and Condition that can be found at www.CHAINUP.com/service-terms;

“Managed Services” refers to the recurring services to monitor or manage applications, platforms and/or systems and/or any other support services as described in a Statement of Work or Scope of Work or “SOW” attached to the Order Form;

“Professional Services” refers to the consulting, configuration, customization, implementation, project management, staff augmentation, training and/or any other support services as described in a SOW attached to the Order Form.

“product” refers to any associated product and/or software (and its specification) provided in the Managed Services and/or Professional Services in accordance to the Order Form, if any;

“service” refers to the Managed Services and/or Professional Services and/or any associated services in accordance to the Order Form;

“Software” refers to computer software operating on the Equipment in relation to which CHAINUP is to provide the Managed Services.

Services
4. The services offered by CHAINUP under this agreement will be provided on a Time and Material (i.e. Man-Day Rate) basis or Fixed Scope Fixed Price basis or subscription basis as described in an Order Form and/or SOW. These services are delivered remotely as default unless indicated as on-site with additional costs at your location.
5. Should Customer request for onsite services and CHAINUP agrees to provide such onsite services, all additional travel expenses incurred shall be borne by Customer. Customer agrees to reimburse CHAINUP for the reasonable and necessary travel expenses incurred in connection with the performance of the duties and obligations of such requests.

Third Party Providers and Authorizations
6. To ensure prompt assistance when needed, you authorize CHAINUP to work with all of your external vendors that we may require to collaborate with to provide our services. This includes, but is not limited to, your cloud service providers, Web and Domain Hosting Provider, and data repository provider (“Third Party Providers”). During the onboarding process, we will review with you to identify all the vendors you need to authorize. If we are not authorized for a specific vendor, we may, at our discretion, charge you extra for the time it takes to obtain authorization to interact with that vendor on your behalf. If you engage with any new vendors that we need to work with after this agreement begins, you agree to ensure that we are authorized to act on your behalf at the start of your relationship with the new vendor.
7. For the avoidance of doubt, Customer is responsible to engage, subscribe, manage and pay for such Third Party Providers directly for such Third Party Providers’ subscription and/or service required.
8. The Terms & Conditions of the Third Party Providers apply to the Customer directly. CHAINUP does not bear any responsibility or liability with regard to the products and services of such Third Party Providers. The Customer shall guarantee and indemnify CHAINUP for any claims by such Third Party Providers for whatever reason and the Customer shall fully indemnify CHAINUP for all costs, damages, costs and expenses that CHAINUP incurs as a result thereof,
including lawyer fees.

Rights and Obligations
9. By signing and executing an Order Form, you hereby agree and acknowledge that:

9.1 you shall actively cooperate with CHAINUP for CHAINUP to carry out the service, including but not limited to provide CHAINUP with its necessary office facilities access and/or reasonable assistance on such access;
9.2 you shall allow CHAINUP access and/or usage of any Equipment and Software, servers, systems, networks, related machinery, attachments, features, information or whatsoever materials that may be necessary to perform the service, as the case may be;
9.3 you shall make freely available to CHAINUP with all documentation associated with the relevant systems that interfaces with the application provided by CHAINUP, including but not limited to, working documents, original program media, current data backup copies and equipment logs which are necessary to facilitate the Managed Services and/or Professional Services provided by CHAINUP;
9.4 you shall be solely responsible at your own costs, to undertake all necessary steps and measures in respect of the data protection of the designated platform. CHAINUP shall not be responsible for any such data protection and shall not liable for any loss or damages resulted by such data protection failure in relation to your designated platform;
9.5 you agree to cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the provision of Managed Services and/or Professional Services under your Purchase, failing which CHAINUP shall not be liable for any delay or failure to provide, maintain or resolve any issues of the Managed Services and/or Professional Services purchased; and
9.6 you agree to not make any changes or modifications in relation to the server, system or whatsoever software of the designated platform without consulting CHAINUP. In the event you have made any changes or modifications in relation to the server, system or whatsoever software of the designated platform, whether by yourself or any thirdparty which is not appointed by CHAINUP, CHAINUP shall not be liable for any failures or be held accountable to resolve such issues arising from the changes and that CHAINUP reserves the rights to (i) charge additional costs for the time it takes to recover the systems; and/or (ii) terminate your Purchase without any liability and without any refund; and/or (iii) review your Purchase and adjust the terms and
conditions under your Purchase accordingly.

10. Any delay and/or failure in providing the service due to your delay or failure shall not incur any liabilities against CHAINUP.
11. Each party will appoint a single point of contact as set forth in the SOW who will serve as their primary representative, have overall responsibility for managing performance, and meet with the other party’s representative to review progress. Change requests are governed by the change management procedures as set forth in the Terms.

12. CHAINUP will not cover for claims resulting from the following:

12.1 modifications or improper system maintenance or calibration not carried out or authorised by CHAINUP;
12.2 malicious software (including but not limited to viruses, worms, etc.) not introduced by CHAINUP;
12.3 issues or performance limitations of any non-CHAINUP software or product that affect systems integrating to CHAINUP support or service.

Intellectual Property
13. CHAINUP grants you with a limited, non-exclusive, non-transferable right of use in respect of the results of the Managed Services or Professional Services it performs for your internal use only. The Customer shall only use the results of the Services in the manner prescribed by CHAINUP.

Representation And Warranty
14. By signing and executing an Order Form, you hereby represent and warrant that you will not use or operate the service and/or the designated platform under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, moneylaundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions. In the event there is any breach of rules and regulations under your usage or operation of the service and/or the designated platform, you hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against any loss, damages, liabilities or whatsoever responsibilities arose therefrom.
15. You hereby agree and acknowledge that CHAINUP is only a technical service provider which does not have the professional capacity or expertise to provide any financial, legal, tax, investment or whatsoever advice. You shall, before you enter into any contractual relationship with CHAINUP, obtain advice from your appointed professionals for any such aspect that you may concerned with and/or any subject matter relevant under your Purchase.
16. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation and/or usage by you, as well as its corresponding loss.
17. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you to your end-users of your designated platform.

Disclaimer of Warranties
18. The services may become unavailable due to various factors, including but not limited to, scheduled or unscheduled maintenance, technical failures of the software, issues with the telecommunications infrastructure, or interruptions in Internet access.

Ownership
19. All materials, including but not limited to copyrights, trademarks, logos, and other distinctive marks (collectively referred to as “Materials”) of each party shall remain solely owned by that party. Except as explicitly stated in this STC, no rights to use these Materials are granted. These Materials are proprietary and cannot be copied, duplicated, or distributed for any reason. Any non-third party software installed or supplied by one party for the use of the other remains the proprietary software and exclusive property of the party that provided it.

Non-Solicitation
20. You shall not for the term of the Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by CHAINUP at any time in relation to the Agreement without the express written consent of CHAINUP.

Limitation of Liability
21. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP per SOW for services on Time and Material (i.e. Man-Day Rate) basis and/or Fixed Scope Fixed Price basis, or during the 6-month period immediately preceding the first incident giving rise to such liability for services on subscription basis.

BLOCKCHAIN REMOTE PROCEDURE CALL SERVICE (“RPC”) / (“API”)

Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the BLOCKCHAIN REMOTE PROCEDURE CALL SERVICE (“RPC”) / (“API”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Monthly Fee” refers to the applicable monthly fee as agreed and set forth in Order Form;

“Product” refers to the product and/or software (and its specification) in relation to the RPC or API service and/or product in accordance to the Order Form, if any;

“Service” refers to the associated service in relation to the RPC or API product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

Service
10. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
11. During the provision of service:

11.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
11.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
11.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
11.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.

12. Upon completion of such Provision Period as stipulated above, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the service (“Deemed Acceptance”).
13. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
14. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
15. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
16. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.
17. CHAINUP does not bear any responsibility in the event that such instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
18. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
19. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.
20. Monthly Service Uptime requirement:

20.1 The operational uptime of the Services is equal or higher than the monthly service uptime percentage as stipulated below. The monthly service uptime percentage refers to the percentage of the total number of minutes in the calendar month minus the number of minutes of downtime in that month, over the total number of minutes in the same calendar month.
20.2 The specific formula is as follows:
Monthly Service Uptime % = [(total minutes of the month) – (total minutes of downtime)] / (total minutes of the month) x 100%
20.3 The monthly service uptime percentage requirement is as follows:
High importance, BTC, ETH, TRON, BSC, ATOM, NEAR and any other blockchains as
mutually agreed by the Parties from time to time: ≥ 99%. In this case, the total permitted minutes of downtime in a month = total minutes of the month× (1-0.99)
20.4 Others: POLYGON and any other blockchains than those described above as high importance:≥ 95%. In this case, the total permitted minutes of downtime in a month = total minutes of the month × (1-0.95)

21. Speed requirement:

21.1 Each production chain supports 10 to 20 requests per second and collectively 864,000 to 1,728,000 requests per day

22. Notice and maintenance support:

22.1 In the event of multi-node failures, blockchain node bugs, rollback or other issues which affect the availability of the Service, CHAINUP shall use its best endeavor to ensure that its internal monitoring system discovers the issue(s) as soon as possible, and shall notify you within 2 hours after realizing such issues and inform you of the potential length of downtime and time of recovery.
22.2 CHAINUP shall provide at least 2 weeks prior notice to you in case of any planned service suspension, 72 hours prior notice in case of any planned maintenance that may interrupt or suspend the Service, including but not limited to endpoint upgrades and the relevant data structure changes (if any). CHAINUP shall provide prior notice to you of any emergency maintenance in relation to the Services as soon as reasonably possible.

3rd Party Providers Subscriptions and/or Services
23. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.

Representation and Warranty

24. By signing and executing an Order Form, you represent and warrant that:

24.1 you have the rights to receive any Assets through the service and/or product; and
24.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;

Lien and Set-Off

25. Lien

25.1 CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
25.2 CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.

26. Set-Off

26.1 CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).

27. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.

Consequences Of Termination

28. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding matters related to the service and/or product, including but not limited to:

28.1 announce and/or to inform your affected parties of such termination of service and/or product;
28.2 make arrangement or alternatives for your end-user before such termination date or before such service and/or product cease to operate (whichever is earlier);
28.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
28.4 any other actions that you shall carry out and/or comply to make sure interest of your affected parties is protected.

29. CHAINUP shall not be liable for any failure, delay or non-compliance incurred during such termination.

COMPLIANCE AS A SERVICE

Version. 20241125v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Compliance As A Service (“CaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“CaaS” refers to the advisory and consulting services, Managed Services and/or any other support services as described in a SOW attached to the Order Form;

“Deliverable” refers to a project output agreed with you in the Order Form (“OF”) signed;

“General Terms and Condition” refers to the General Terms and Condition that can be found at www.CHAINUP.com/service-terms;

“Managed Services” refers to the applicable recurring services to monitor or manage applications, platforms and/or systems and/or any other support services as described in a Statement of Work or Scope of Work or

“SOW” attached to the Order Form;

“Product” refers to any associated product and/or software (and its specification) provided in the CaaS in accordance to the Order Form, if any;

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of Service and/or Product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Services
4. The services offered by CHAINUP under this agreement will be provided on a Time and Material (i.e. Man-Day Rate or Man-Hour Rate) basis or Fixed Scope Fixed Price basis or subscription basis as described in an Order Form and/or SOW. These services are delivered remotely as default unless indicated as on-site with additional costs at your location.
5. Unless explicitly specified in the Purchase, all fees are exclusive of expenses, which will be billed to you separately. These expenses include direct costs incurred, such as communication, travel, accommodation, subsistence, and document handling (e.g., photocopying, printing, courier services, etc), as well as administrative and technology charges allocated to the engagement.

Assumptions
6. The provision of CHAINUP’s services is based on the following key assumptions:

6.1 Before the engagement with you, both Parties shall come to an agreement on the scope of work that shall be reflected in the Order Form;
6.2 CHAINUP shall not be obligated to assume management duties, make managerial decisions, approve or sign agreements or similar documents, exercise discretionary authority on your behalf, initiate accounting transactions, prepare original data that is not subject to review and approval by you or have custody over your assets;
6.3 the service will be carried out based on representation and information provided by you. As such, CHAINUP carries out our services on the basis that such representations and information are accurate, complete and not misleading, and we will not verify it or check it in any other way; and
6.4 CHAINUP will not carry out services in the nature of an audit or legal opinion or assessment for regulators or licensing. Accordingly, CHAINUP will not express and audit or review opinion. CHAINUP will not represent you with any public authorities, or produce contracts or agreements for you. For the avoidance of doubt, our services does not include providing comfort on the legal effect and enforceability of agreements and contracts.

Third Party Providers and Authorizations
7. To ensure prompt assistance when needed, you authorize CHAINUP to work with all of your external vendors that we may require to collaborate with to provide our services. This includes, but is not limited to, your cloud service providers, Web and Domain Hosting Provider, and data repository provider (“Third Party Providers”). During the onboarding process, we will review with you to identify all the vendors you need to authorize. If we are not authorized for a specific vendor, we may, at our discretion, charge you extra for the time it takes to obtain authorization to interact with that vendor on your behalf. If you engage with any new vendors that we need to work with after this agreement begins, you agree to ensure that we are authorized to act on your behalf at the start of your relationship with the new vendor.
8. For the avoidance of doubt, you are responsible to engage, subscribe, manage and pay for such Third Party Providers directly for such Third Party Providers’ subscription and/or service required.
9. The Terms & Conditions of the Third Party Providers apply to you directly. CHAINUP does not bear any responsibility or liability with regard to the products and services of such Third Party Providers. You shall guarantee and indemnify CHAINUP for any claims by such Third Party Providers for whatever
reason and you shall fully indemnify CHAINUP for all costs, damages, costs and expenses that CHAINUP incurs as a result thereof, including lawyer fees.

Rights and Obligations
10. By signing and executing an Order Form, you hereby agree and acknowledge that:

10.1 you shall actively cooperate with CHAINUP for CHAINUP to carry out the service, including but not limited to provide CHAINUP with its necessary office facilities access and/or reasonable assistance on such access;
10.2 you shall allow CHAINUP access and/or usage of any equipment and software, servers, systems, networks, related machinery, attachments, features, information or whatsoever materials that may be necessary to perform the service, as the case may be;
10.3 you shall make freely available to CHAINUP with all documentation associated with the relevant systems that interfaces with the application provided by CHAINUP, if any, including but not limited to, working documents, original program media, current data backup copies and equipment logs which are necessary to facilitate the CaaS provided by CHAINUP;
10.4 you shall be solely responsible at your own costs, to undertake all necessary steps and measures in respect of the data protection. CHAINUP shall not be responsible for any such data protection and shall not be liable for any loss or damages resulted by such data protection failure;
10.5 you agree to cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the provision of CaaS under your Purchase, failing which CHAINUP shall not be liable for any delay or failure to provide, maintain or resolve any issues of the CaaS purchased; and

11. Any delay and/or failure in providing the service due to your delay or failure shall not incur any liabilities against CHAINUP.
12. You shall designate an individual who possesses suitable skill, knowledge and experience to be responsible at all times for your decisions and to oversee the services. Such an individual, preferably within senior management, would understand the objectives, nature and results of the services and the respective responsibilities of yourselves and CHAINUP. For this purpose, you shall have designated a suitable personnel to be responsible at all times for making decisions and overseeing the services. This individual may be contacted via email which will be provided to CHAINUP before the commencement of work.
13. You confirm that the definitions and scope of the services detailed in the Purchase are sufficient to address your needs and you will ensure full cooperation with CHAINUP, including the availability of qualified and appropriately skilled personnel for meetings and interviews, and disclosure on a timely basis of all information deemed pertinent, to CHAINUP, for the completion of the service.
14. Should there be any changes in the representations or information provided to CHAINUP by the you, the designated individual is to inform CHAINUP forthwith about this change in the representation and/or information.
15. CHAINUP’s performance depends on you also performing your obligations under this contract. You agree that CHAINUP are not liable for any default that arises because you did not fulfil your obligations.

16. CHAINUP will not cover for claims resulting from the following:

16.1 modifications or improper system maintenance or calibration not carried out or authorised by CHAINUP;
16.2 malicious software (including but not limited to viruses, worms, etc.) not introduced by CHAINUP;
16.3 issues or performance limitations of any non-CHAINUP software or product that affect systems integrating to CHAINUP support or service.

Intellectual Property
17. CHAINUP continues to own the intellectual property rights in the Deliverable and any materials created under this Purchase, and the you have a limited, non-exclusive, non-transferable license to use the Deliverable in accordance with the terms set out in this contract.

Representation And Warranty
18. By signing and executing an Order Form, you hereby represent and warrant that you will not issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions. In the event there is any breach of rules and regulations, you hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against any loss, damages, liabilities or whatsoever responsibilities arose therefrom.
19. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation and/or usage by you, as well as its corresponding loss.
20. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you due to your own tardiness in submitting applicable report or applying for any applicable license.

Disclaimer of Warranties
21. The Deliverable will be prepared based on the information provided by you and you are responsible for factual accuracy of the information provided to CHAINUP.
22. It is agreed that the Deliverable will not be used by you for any other purposes, other than for information and for internal consumption. It cannot be used as part of documents submitted as part of any licensing procurement, or used for any other purposes, including any audit or used in any court proceedings. Under no circumstances shall the Deliverable, in whole or in part, be used as evidence in any legal, regulatory, or judicial proceedings, or relied upon in connection with any dispute or litigation, without the prior written consent of CHAINUP. In the event CHAINUP provides its consent in such circumstances, CHAINUP expressly disclaims any responsibility or liability for the use of the Deliverable in any court, tribunal, or other adjudicatory body, or for any consequences arising from such use, whether permitted or not. You to indemnify and hold CHAINUP harmless from any claims, damages, or liabilities resulting from the misuse of the Deliverable contrary to the terms of this clause.
23. The Deliverable is confidential and may not be disclosed to any other third party without the prior written consent of CHAINUP. You may not make reference to CHAINUP or our logo in any public document and may not make any public statement about CHAINUP of the service.
24. CHAINUP owes no duty of care to you in relation to the Deliverable. You waive all claims against CHAINUP and its affiliates, including its employees, directors, representatives and agents for any cause of action which may arise from the your use of the Deliverable.
25. The passage of ten (10) working days from the date when the Deliverable is provided to you without receipt by CHAINUP of a non-acceptance by you, or use by you of the Deliverable, will constitute acceptance by you of the Deliverable.

Ownership
26. All materials, including but not limited to copyrights, trademarks, logos, and other distinctive marks (collectively referred to as “Materials”) of each party shall remain solely owned by that party. Except as explicitly stated in this STC, no rights to use these Materials are granted. These Materials are proprietary and cannot be copied, duplicated, or distributed for any reason. Any non-third party software installed or supplied by one party for the use of the other remains the proprietary software and exclusive property of the party that provided it.

Non-Solicitation
27. You shall not for the term of the Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by CHAINUP at any time in relation to the Agreement without the express written consent of CHAINUP.

Limitation of Liability
28. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP per SOW for services on Time and Material (i.e. Man-Day Rate or Man-Hour Rate) basis and/or Fixed Scope Fixed Price basis, or during the 6-month period immediately preceding the first incident giving rise to such liability for services on subscription basis.
29. We shall not be held liable to any party other than you in relation to our services. You agree to indemnify us, our affiliates, partners, employees, and subcontractors for any liabilities, including legal expenses, arising from claims made by third parties concerning the services provided.

REAL WORLD ASSETS (RWA) PLATFORM

Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Compliance As A Service (“CaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Assets” means digital assets, tokens or cryptocurrencies owned by You which are kept, received or deposited and custodised with CHAINUP, if any;

“General Terms and Condition” refers to the General Terms and Condition that can be found at https://www.CHAINUP.com/service-terms ;

“Product” refers to the product and/or software (and its specification) in relation to the RWA service and/or product in accordance to the Order Form, if any;

“RWA Wallet” refers to the wallet embedded within the RWA Platform that secured the Assets within a shared blockchain address that is custodised with
CHAINUP;

“Technical Service Fee” refers to the technical service fee as agreed and set forth in Order Form;

“Token Issuer(s)” means You, who is a person or entity who create and deploy a smart blockchain contract to launch a digital token;

“Token Investor(s)” means a person or entity who purchase a digital token launched by a Token Issuer;

“Token Offering” means an offer of a digital token for sale to the Token Investors by the Token Issuer

Service
9. CHAINUP’S provision of service is subject to Your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay
of the abovementioned obligation shall not incur any liabilities against CHAINUP.
10. During the provision of service:

a. You shall conduct Your own inspection of the product in accordance to the specification agreed under Your Purchase;
b. in the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in Your Purchase (in accordance to the specification agreed under Your Purchase), You shall submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
c. CHAINUP will assist You in configurating and/or integrating the product within the agreed scope of the specifications of Your purchase, provided that You have allow all and every reasonable and necessary access for CHAINUP to do so;
d. such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by You; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by You within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) You start using the Product during the Provision Period or in a live environment, whichever is earlier.

11. Upon completion of such Provision Period as stipulated in Clause 10.d., the product shall be deemed accepted by You in a satisfactory state and condition as at when the service is provided (“Deemed Acceptance”).
12. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by You. CHAINUP is therefore entitled to charge additional fee against You for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
13. Notwithstanding anything to the contrary herein, You shall bear full liability for all errors, omissions and/or configuration by You without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
14. CHAINUP is entitled to charge for any additional specification, configuration or changes to the Service and/Product. CHAINUP reserves its right to refuse or reject any such additional matter.

Assets
15. The following Terms and Conditions under the heading of “Assets” shall only be applicable for the RWA wallet embedded within the RWA product. For avoidance of doubt, in the event You have purchase RWA product together with any additional Custody service, You shall refer to the Specific Terms and Condition for Custody.
16. CHAINUP is responsible to safeguard Your Assets which are custodised with CHAINUP with reasonable industry standards. For the avoidance of doubt, the title of any such Assets provided being held and custodised with CHAINUP shall remain vested with You and/or its respective rightsholder and do not become the property of CHAINUP.
17. You hereby acknowledge that Your Assets are secured in a shared blockchain address and that its interest in such Assets may not be identifiable by specific individualized specific coins, tokens or cryptocurrency unit or specific transaction history, blockchain address or private key or any form of physical documentation or electronic records. CHAINUP is to maintain records of Your interest in such Assets regardless of the manner of which the Assets being secured.
18. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any RWA Wallet initiated by You, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.
19. In the event of termination or expiry of Your Purchase (whichever is applicable), You shall provide CHAINUP clear and accurate instructions in writing to enable CHAINUP to return all Your Assets provided to and custodised with CHAINUP back to You within seven (7) business days after the termination or expiry date provided that there is no outstanding payment owed by You to CHAINUP.
20. CHAINUP does not bear any responsibility in the event that such instructions provided by You contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, You hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
21. CHAINUP shall, without prejudice to Your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with Your Purchase, or, the reasonable industry standards if such is not stated
expressly in Your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
22. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to Your Purchase. However, as You contract directly with Your end-users, therefore You shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, fraud and/or wilful misconduct.

Representation and Warranty
23. By signing and executing an Order Form, You represent and warrant that:

a. You have the rights to receive any Assets deposited by end-user through the service and/or product; and
b. You will not use or operate the service and/or product provided under Your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, moneylaundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;
c. You are responsible for maintaining the confidentiality of Your user content and any of Your non-public information.
d. CHAINUP shall, without prejudice to Your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating and developing the RWA Wallet service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with Your Purchase, or, the reasonable industry standards if such is not stated expressly in Your Purchase. Parties agree and acknowledge that, in relation to such creating and developing of the RWA Wallet service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations of this STC.
e. CHAINUP shall use no less than the reasonable industry standard endeavours, and due careand skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to Your Purchase. As You contract directly with Your end-users, You shall also be responsible for the cybersecurity measures taken in relation to Your operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct
losses and damages attributable solely by CHAINUP’s gross negligence, fraud and/or willful misconduct.
f. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any RWA Wallet, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.

Token Issuers’ Acknowledgments and Undertakings
24. You shall be solely responsible for the Token Offering and shall hold CHAINUP harmless and indemnify from and against any direct or indirect liabilities, obligations or damages arising from or related to the relationship between You, the Token Issuers, Your Token Investors or any third party and CHAINUP who is only a technology service provider.
25. You are responsible for and shall furnish Your Token Investors with accurate and pertinent information to enable them to comprehend with complete knowledge of the advantages and potential drawbacks of Your digital token and its project. In this sense, You shall always act with good faith.
26. At all times, You are responsible for and have to comply with such regulations, laws and standards applicable to You, the Token Issuers and Your Token Investors. Hence, You are responsible for seeking the professional advice required or that You deem necessary in order to be able to comply with all Your legal, compliance, financial, etc. obligations that You may have.
27. The RWA platform is provided on an “AS IS” basis. Therefore, CHAINUP expressly disclaims any warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to suitability, completeness, behaviour, accuracy, merchantability and/or fitness for a particular purpose. You understand and acknowledge that in no case CHAINUP shall be liable for You, the Token Issuers, Your Token Investors or any third party for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with the information uploaded by You or on advice provided by a third party professional advisor that You have engaged.

Termination
28. In the event of termination of Your Purchase, the end-user data will be preserved for fourteen (14) days (“Retention Period”) and made available to You within a commercially reasonable timeframe. After this Retention Period, You acknowledge that such end-user data may be permanently deleted
from CHAINUP’s server and shall be irrecoverable. After this Retention Period, CHAINUP makes no representations or warranties as to the preservation or integrity of the end-user data. Notwithstanding anything to the contrary, You agree that CHAINUP may retain end-user data as required to comply with applicable legal or regulatory obligations even after termination of this Agreement.
29. In the event of termination of Your Purchase, it is Your responsibility to settle and/or finalise all and any outstanding accounts of Your or Your end-user in the service and/or product, including but not limited to:

a. announce and/or to inform Your end-user of such termination of service and/or product;
b. make arrangement or alternatives for Your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
c. in the event You require additional management service from CHAINUP, You shall confirm such additional service with CHAINUP subject to additional payment paid by You to CHAINUP; and/or
d. any other actions that You shall carry out and/or comply to make sure the interest of Your end-user is protected.

30. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by You to Your endusers during such termination.

DIGITAL CARD PLATFORM (“DCP”)

Version. 20251209 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the DIGITAL CARD PLATFORM (“DCP”) . This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“product” refers to the product and/or software (and its specification) in relation to the DCP service and/or product in accordance to the Order Form, if any;

“service” refers to the associated service in relation to DCP in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product
4. CHAINUP provides technology services, which includes :

(a) development and deployment of front-end mobile applications (“App”);
(b) development and deployment of card management portals and administrative dashboards;
(c) technical integration with licensed card issuers or other financial institutions (“Issuing Partners”);
(d) ongoing maintenance and support of the above integrations.

5. CHAINUP does not provide any financial services, custody of funds, or card scheme membership. All actual card issuance, transaction settlement, and compliance approvals are performed solely by the Issuing Partners.

Product and Payment
6. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form. For the avoidance of doubt, CHAINUP would charge subscription fee and hosting fee according to the Order Form while the Issuing Partners will charge applicable fee for the issuance of the card.
7. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days. The start of the service shall be the merchant account creation date.
8. Unless stated otherwise under your Purchase, your Purchase shall only consist five (5) VPN account access for the merchant backend system of the service and/or product. Additional charge may be required for additional VPN account.
9. The service start date shall be the date specified in the Project Commencement email issued by CHAINUP.
10. Any other additional service fee such as KYC, SMS gateway charges, email or whatsoever communication incurred shall be borne by you.
11. CHAINUP shall automatically deduct Technical Service Fee where applicable, in accordance to the agreed Order Form, from Your admin balance account in the exchange backend within twenty-one (21) days from the date of applicable transactions. You understand and agree that such fees, upon deduction, are non-refundable.

13.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
13.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
13.3 CHAINUP will assist you in configuring and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
13.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.

14. Upon completion of such Provision Period as stipulated above, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the service (“Deemed Acceptance”).
15. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
16. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
17. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
18. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.

Issuing Partners And Dependencies
19. The Services rely on third-party Issuing Partners and card scheme networks (e.g., Visa, Mastercard, UnionPay).
20. You acknowledge and agree that:

(a) CHAINUP has no control over the operations, decisions, or performance of Issuing Partners, card schemes, or regulators;
(b) Card issuance, suspension, revocation, settlement, or related financial services are solely provided by Issuing Partners under their own licenses; and
(c) CHAINUP does not assume responsibility for any approval, rejection, or compliance assessment performed by Issuing Partners or regulators.

21. Any interruption, delay, rejection, or failure caused by Issuing Partners, card schemes, regulators, or correspondent banks shall not give rise to liability on the part of CHAINUP.
22. You shall comply at all times with all applicable rules, regulations, guidelines, and requirements of any card payment network or card scheme (including but not limited to Visa, Mastercard, UnionPay, or any equivalent) and any Issuing Partner engaged in connection with the Service (“Card Scheme Rules”).
23. You hereby acknowledge and agree that the card payment networks, card schemes, and/or Issuing Partners may, from time to time, amend, supplement, or update their respective Card Scheme Rules, operational requirements, or compliance obligations, with or without prior written notice.
24. You further agree that any such amendments or updates shall be binding upon you immediately upon implementation, and that you shall ensure continued compliance with all applicable Card Scheme Rules as so amended.
25. CHAINUP shall not be responsible or liable for any loss, damage, delay, penalty, or other consequence arising out of or in connection with any such amendment, update, or enforcement of the Card Scheme Rules by any card network, card scheme, or Issuing Partner.

3rd Party Providers Subscriptions and/or Services
26. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.
27. The following is a non-exhaustive list of 3rd party providers specific requirements:

27.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple’s developer general and country-specific policies. Failure to conform to Apple’s developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of your apple developer account.
27.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google’s developer program policies. Failure to conform to Google’s developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension / termination of your Google developer account.
27.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei’s developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.
27.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi’s policies may result in barring of your Android App
listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.
27.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung’s policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to suspension / termination of your Samsung Account.
27.6 CMC Market Listing: Where applicable, paid or otherwise, CHAINUP support to you is limited to the capacity as a product provider in furnishing details to aid in your CMC Marketing Listing application progress. You are responsible to apply and pay any applicable fees to CMC for market listing applications. Site optimization services paid to CHAINUP is non-refundable,
non-transferrable. You understand that application status outcome is subjected to CMC review and decision, and CHAINUP is not able to affect the decision made by CMC.

28. CHAINUP shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which CHAINUP has no control over. CHAINUP’s obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.

Representation and Warranty
29. By signing and executing an Order Form, you represent and warrant that:

29.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and
29.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions.

Card Transaction and Compliance Disclaimer
30. As the Services involve card-transaction functionalities, the Parties acknowledge and agree
that:

30.1 Platform Uptime and Reliability. The uptime and reliability of the Platform shall be provided by CHAINUP on a commercially reasonable efforts basis. CHAINUP does not guarantee uninterrupted or error-free operation of the platform and shall not be liable for any downtime, delay, interruption, or malfunction of the platform, whether arising from maintenance, third party service providers, network failures, or any event beyond CHAINUP’s reasonable control.
30.2 Card Transaction Capability. CHAINUP makes no representation, warranty, or assurance that any issued card (whether digital or physical) will be capable of transacting or being accepted in any specific jurisdiction, country, or by any merchant or payment network. You acknowledge that certain jurisdictions may restrict, prohibit, or otherwise bar the use of such cards, and CHAINUP shall bear no responsibility or liability for any failure, rejection, or prohibition of transactions in any country.
30.3 Your Responsibility and Compliance. You shall be solely responsible for ensuring ongoing compliance with all applicable laws, regulations, licensing, and approval requirements in all jurisdictions in which it operates, markets, or provides services to users.
30.4 You further acknowledge that CHAINUP shall not be liable for any losses, claims, penalties, or regulatory actions arising out of or in connection with your failure to comply with such obligations or the inoperability of cards in certain jurisdictions.
30.5 You acknowledge and agree that CHAINUP acts solely as a technology and service provider, and does not control, verify, or guarantee the legitimacy, completion, or reversal of any transaction processed through the service.
30.6 You further acknowledge and agree that CHAINUP shall not be responsible or liable for handling, investigating, or resolving any disputed transactions, chargebacks, reversals, or refund requests initiated by any end-user, cardholder, Issuing Partner, or card scheme.
30.7 All disputed transactions, chargebacks, reversals, or refund request shall be solely managed and resolved by You directly with the relevant end-user, Issuing Partner, or card scheme in accordance with the applicable Card Scheme Rules.
30.8 CHAINUP shall not be liable for any losses, chargebacks, reversals, or penalties imposed by any Issuing Partner, card scheme, or regulator arising out of or in connection with any disputed transaction, chargeback or refund process.
30.9 For avoidance of doubt, disputed transaction shall mean any transaction (whether authorised or unauthorised) that is subsequently disputed by a cardholder, Issuing Partner, card scheme or any third party for any reason, including but not limited to fraud, unauthorised use, duplicate billing, technical error, or non-delivery of goods or services.
30.10 All chargebacks, reversals, or adjustments imposed by any Issuing Partner or card scheme shall be borne solely by You, including any associated fees, fines, penalties, or interest.
30.11 Chargebacks are final and binding as determined by the Issuing Partner or card scheme, and CHAINUP shall not be responsible for the outcome of any dispute resolution process conducted by such third parties.

Lien and Set-Off
30. The following Terms and Conditions under the heading of “Lien and Set-Off” shall only applicable for DCP.
32. Lien

32.1 CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
32.2 CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.

33. Set-Off

33.1 CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP
may make any currency conversion necessary at the CHAINUP’s prevailing rate).

34. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.

Consequences Of Termination
35. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:

35.1 announce and/or to inform your end-user of such termination of service and/or product;
35.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
35.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
35.4 any other actions that you shall carry out and/or comply to make sure interest of your end user is protected.

36. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you to your end-users during such termination.
37. You acknowledge and warrant that you have the right or have obtained your user’s authorization to transfer the user assets stored on CHAINUP’s servers to your server provider or designated wallet address. Accordingly, you agree that CHAINUP shall not be liable for any or all subsequent liabilities related to end users’ assets. Further, CHAINUP shall not be liable in the event there are any in
incorrect transfers of the end users’ assets initiated by you.
38. CHAINUP shall complete the transfer of any balance assets (yours or users) within 14 working days from the effective date of termination of the Purchase to your system back end (“Administrator Account”).
39. Once the user assets have been successfully transferred to the Administrator Account, CHAINUP shall inform you accordingly. You shall withdraw such user assets from the Administrator Account within three (3) working days. Accordingly, once the prescribed period of time has been surpassed, CHAINUP shall be deemed to have completed the delivery of all user assets. CHAINUP shall not
be liable for any or all subsequent liabilities related to the users’ assets. Further, CHAINUP shall not be liable in the event there are any in incorrect transfers of the users’ assets initiated by you. You shall be solely and exclusively responsible for any or all subsequent liabilities related to its end users’ assets.
40. In the event you fail to withdraw such user assets within 3 working days, You agree and acknowledge that CHAINUP shall charge you 0.02% of the assets each day (“Management Period”) as a management fee thereafter until the transfer of user assets is completed.

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