Prof-Chain Terms of Use

1. Eligibility

To be eligible to use the Services, you must be at least 18 years old (or the age of legal majority in your jurisdiction) and capable of forming a legally binding contract. You also represent and warrant that you are not a citizen or resident of, or located or domiciled in, any jurisdiction where your use of the Services would be illegal or otherwise violate any applicable law.

By using the Services, you represent and warrant that:

• You have full legal capacity and authority to agree and bind yourself to these Terms;
• You are 18 years of age or older;
• Your use of the Services is in compliance with any and all applicable laws and regulations;
• You have not been previously suspended or removed from using our Services;
• You do not have an existing ProfChain Account;
• If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
• Your use of the Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

2. ProfChain Account Registration and Requirements

2.1 Account Registration

To use the Services, you must register for an account ("ProfChain Account"). When you register for a ProfChain Account, you must provide accurate and complete information and keep your ProfChain Account information updated. You shall not share your ProfChain Account credentials or provide access to your ProfChain Account to any other person. You are solely responsible for any activity on your ProfChain Account, whether or not authorized by you. You must immediately notify ProfChain of any unauthorized use of your ProfChain Account or any other breach of security. ProfChain will not be liable for any loss or damage arising from your failure to comply with these requirements.

2.2 Identity Verification

As part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing activities, we are required by law to verify your identity. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services, and access to one or more Services may be limited until your identity verification procedures are fully completed.

The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number), network status, customer type, customer role, billing type, mobile device identifiers (IMEI, MEID, and similar), and other subscriber status details. In providing this required information, you confirm that it is accurate and authentic. You agree to keep us updated if any of the information you provide changes. We may also require you to take a photo of yourself with a government-issued identification document or to provide other information that will allow us to reasonably identify you. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

2.3 Enhanced Due Diligence

We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with our representatives ("Enhanced Due Diligence"). We reserve the right to charge you for Enhanced Due Diligence, as set forth in these Terms. Your access to one or more Services may be temporarily or permanently restricted pending completion of Enhanced Due Diligence.

3. General Prohibitions and ProfChain's Enforcement Rights

You agree not to do any of the following:

• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• Use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money laundering, or terrorist activities, or other illegal activities;
• Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data;
• Use or attempt to use another user's account without authorization from such user and ProfChain;
• Attempt to circumvent any content filtering techniques we employ or attempt to access any service or area of the Services that you are not authorized to access;
• Introduce to the Services any virus, trojan, worms, logic bombs, or other harmful material;
• Develop any third-party applications that interact with the Services without our prior written consent;
• Provide false, inaccurate, or misleading information;
• Encourage or induce any third party to engage in any of the activities prohibited under these Terms.

ProfChain reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ProfChain may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ProfChain has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

4. Digital Asset Trading Services

4.1 Trading Services

ProfChain operates a trading platform for Digital Assets ("Platform") and provides Trading Services through the Platform. ProfChain does not provide investment, tax, or legal advice. All trades placed by you through the Platform are considered unsolicited, and ProfChain is not acting in the capacity of an advisor in any trade you make.

4.2 Trading Rules

You must follow the Trading Rules when using the Trading Services. The Trading Rules are incorporated into these Terms by reference.

4.3 Orders

When you place an order through the Platform, you authorize ProfChain to execute such orders on your behalf. You acknowledge and agree that: (i) orders submitted through the Platform may not be canceled after submission; (ii) once an order is submitted, we will use commercially reasonable efforts to process the transaction as soon as possible, but ProfChain makes no guarantee regarding the time needed for processing, which is dependent on many factors outside of our control; (iii) we shall have no liability for any loss suffered by you resulting from a delay in processing your orders.

4.4 Risks

Trading in Digital Assets comes with significant risks and you should carefully consider whether such trading is appropriate for you in light of your financial circumstances. Please review our Risk Disclosures for further information regarding the risks associated with use of our Services.

5. Fees

You agree to pay all applicable fees associated with your use of the Services, including but not limited to trading fees, withdrawal fees, and any other fees as set forth on the Website. We reserve the right to adjust our fees at any time. We will provide you with notice of any fee changes by posting such changes on the Website. Your continued use of the Services after such changes constitutes your acceptance of the new fees.

You are responsible for paying all fees and applicable taxes associated with your use of the Services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. You are responsible for all costs we incur in collecting any past due amounts from you.

6. Staking Services

ProfChain may offer Staking Services for certain Digital Assets ("Eligible Tokens"). If you choose to participate in Staking Services, you acknowledge and agree that:

• ProfChain may use third-party service providers to provide Staking Services;
• Staked tokens may be subject to lock-up periods during which you cannot access or transfer such tokens;
• Staking rewards are not guaranteed and may vary based on network conditions and other factors outside of ProfChain's control;
• You bear the risk of loss of your Eligible Tokens due to slashing or other penalties imposed by the applicable blockchain protocol;
• ProfChain may discontinue offering Staking Services for any Eligible Token at any time without prior notice.

For more detailed information about Staking Services, please refer to our Staking Terms.

7. Suspension, Termination, and Cancellation

7.1 Suspension or Termination by ProfChain

We may, at our sole discretion, and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. We may refuse to complete, or block, cancel or reverse a transaction you have authorized, even after funds have been debited from your ProfChain Account, if we reasonably suspect that: (i) the transaction violates these Terms, our Trading Rules, or any other agreement between you and ProfChain; (ii) the transaction is fraudulent, unlawful, or involves the proceeds of any unlawful activity; or (iii) completing the transaction may violate applicable law or regulation.

ProfChain shall have the right to suspend or terminate your ProfChain Account and your access to the Services: (i) if we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) if we reasonably suspect you of using your ProfChain Account in connection with any prohibited use or business; (iii) if use of your ProfChain Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your ProfChain Account activity; (iv) if we reasonably suspect you of violating these Terms or any other agreement between you and ProfChain; (v) if you take any action that ProfChain deems as circumventing ProfChain's controls, including but not limited to opening multiple ProfChain Accounts or abusing promotions; or (vi) for any other reason in our sole discretion.

7.2 Cancellation by You

You may cancel your ProfChain Account at any time by withdrawing all balances and contacting customer support. You will not be charged for canceling your ProfChain Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

8. Disclaimers

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ProfChain EXPRESSLY DISCLAIMS, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

You acknowledge that information you store or transfer through the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Services.

ProfChain does not guarantee that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) the results of using the Services will meet your requirements; or (iv) the Services will be uninterrupted, timely, secure, or error-free.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ProfChain, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ProfChain ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

10. Indemnification

You agree to defend, indemnify, and hold harmless ProfChain, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, any use of the Services' content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.

11. Dispute Resolution; Arbitration

11.1 Generally

In the interest of resolving disputes between you and ProfChain in the most expedient and cost effective manner, you and ProfChain agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ProfChain ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2 Exceptions

Notwithstanding the provisions of Section 11.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

11.3 Arbitrator

Any arbitration between you and ProfChain will be governed by the Federal Arbitration Act and the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting ProfChain.

11.4 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). ProfChain's address for Notice is: ProfChain Trading Services, Inc., 251 Little Falls Drive, Wilmington, DE 19808, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or ProfChain may commence an arbitration proceeding.

11.5 No Class Actions

YOU AND ProfChain AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ProfChain agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

11.6 Modifications to this Arbitration Provision

If ProfChain makes any future change to this arbitration provision, other than a change to ProfChain's address for Notice, you may reject the change by sending us written notice within 30 days of the change to ProfChain's address for Notice, in which case your account with ProfChain will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

11.7 Enforceability

If Section 11.5 is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 12.2 will govern any action arising out of or related to these Terms.

12. General

12.1 Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

12.2 Venue

Subject to the arbitration provisions set forth in Section 11, any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco County, California, and the parties irrevocably consent to the personal jurisdiction and venue there.

12.3 Entire Agreement

These Terms, together with the Privacy Policy, Trading Rules, and any other terms and policies referenced herein or otherwise incorporated by reference, constitute the entire and exclusive understanding and agreement between ProfChain and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ProfChain and you regarding the Services.

12.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without ProfChain's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. ProfChain may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

12.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law.

12.6 Force Majeure

We shall not be liable for delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

12.7 Notices

Any notices or other communications provided by ProfChain under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services, by email, or other reasonable means. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

12.8 Waiver

The failure of ProfChain to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ProfChain. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

12.9 Contact Information

If you have any questions about these Terms, please contact us at: