PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THE TAURUS-NETWORK VIA TAURUS-PROTECT OR APIs, YOU AGREE TO BE BOUND BY ALL THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE THE TAURUS-NETWORK.

THE ACCESS TO THE TAURUS-NETWORK AND THE INFORMATION EXCHANGED THROUGH THE NETWORK ARE PRIVATE AND RESTRICTED FOR REGISTERED PARTICIPANTS ONLY.

1. Scope

These Terms and Conditions (“T&C”) govern the access to and the use of the Taurus-NETWORK information technology (“IT”) platform (the “Taurus-NETWORK” or the “Platform”) by participants (the “Participants”).

The access to and the use of Taurus-NETWORK are governed by these T&C and Participants agree to use the Platform only in strict compliance with such T&C. In the event of conflicts between these T&C and any other agreements (e.g., Taurus-PROTECT license agreement) among Participants and Taurus for the use of the Platform, the latter shall prevail. These T&C do not alter in any way the T&C of any other agreements Participants may have with Taurus for other products, services or otherwise (e.g., Taurus-PROTECT, Taurus-EXPLORER, Taurus-CAPITAL, Taurus-PRIME or T-DX financial services).

2. Definitions

Terms used in this Agreement with their initial letters capitalised have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:

• “Agreement” means these terms and conditions and all documents relating to Taurus-NETWORK, including any order forms, commercial offers or ad-hoc agreements agreed between a Participant and Taurus.

• “APIs” means application programming interfaces.

• “Beneficiary” means Participant that is the intended recipient of the transfer of DA.

• “Central custodian” means a financial entity carrying out the central custody of securities and other financial instruments based on uniform rules and procedures.

• “Central securities depositary (CSD)” means the operator of a central custodian or a securities settlement system.

• “Clearing” means processing steps between the conclusion and the settlement of a transaction, in particular (a) the entry, reconciliation, and confirmation of the transaction data; (b) the assumption of obligations by a central counterparty or other risk mitigation measures; (c) the netting of transactions; (d) the reconciliation and confirmation of outstanding payments and securities transfers.

• “Digital Assets (DA)” means any type of Securities, Financial Instruments or currencies (fiat or virtual), whether natively digital or digitized, booked on a distributed ledger (DL). This definition includes payment tokens (incl. cryptocurrencies, stable coins, asset-reference tokens, electronic money tokens), utility tokens, asset/investment tokens (incl. tokenized shares, tokenized debt, securities), hybrid tokens and non-fungible tokens (NFTs).

• “Distributed Ledger (DL)” means a database that is consensually shared and synchronized according to a protocol by nodes participating in a peer-to-peer decentralized network. It allows transactions to have public “witnesses” who can access the recordings shared across that network and can each store an identical copy of it. Any changes or additions made to the ledger are reflected and copied to all nodes. One form of distributed ledger design is the blockchain, which can be either public, permissioned, or private.

• “Distributed Ledger Technology (DLT)” means technology recording and sharing data across multiple data stores (or ledgers). This technology allows for transactions and data to be recorded, shared, and synchronized across a distributed network of different network participants.

• “Direct debit” means an arrangement made by a Participant that allows another Participant to create transactions and/or transfer/withdraw Digital Assets from one or several of its own DLT address(es).

• “Financial Instruments” means (a) equity securities, (b) debt instruments, (c) units in collective investment schemes, (d) structured products, (e) derivatives, (f) deposits whose redemption value or interest is risk- or price-dependent, excluding those whose interest is linked to an interest rate index, (g) bonds.

• “Originator” means a person that holds a DA account with a Virtual Asset Service Provider (“VASP”), a distributed ledger address or a device allowing the storage of DA, and allows a transfer of DA from that account, distributed ledger address, or device, or, where there is no such account, distributed ledger address, or device, a person that orders or initiates a transfer of DA;

• “Payment system” means an entity that clears and settles payment obligations based on uniform rules and procedures.

• “Platform” means the Taurus-NETWORK platform.

• “Power of Attorney (PoA)” means the authority to act for another person in specified or all legal or financial matters.

• “Securities” means standardized certificated and uncertificated securities, in particular uncertificated securities in accordance with Article 973c of the Swiss Code of Obligations (CO) and ledger-based securities in accordance with Article 973d of the CO, as well as derivatives and intermediated securities, which are suitable for mass trading.

• “Securities settlement system” means an entity for the clearing and settlement of transactions in Securities and other financial instruments based on uniform rules and procedures.

• “Settlement” means fulfilment of the obligations entered upon conclusion of the transaction, namely by transferring funds or securities.

• “Taurus” means Taurus SA and its holdings, subsidiaries, branches, or affiliates.

• “Taurus-PROTECT” means the full digital asset storage solution software, hardware, code, concepts, and ideas, and all the related marketing, usage, operation, and integration documentation, all to be interpreted in the widest sense, which was developed or arranged to be developed by Taurus as its proprietary solution for the storage of digital assets.

• “Taurus-NETWORK” means the full digital asset solution electronic messaging system enabling authorized Participants to securely exchange information about Digital Assets, and associated DLT addresses and transactions. It includes all software, hardware, code, concepts, and ideas, and all the related marketing, usage, operation, and integration documentation, all to be interpreted in the widest sense, which was developed or arranged to be developed by Taurus as its proprietary solution.

3. Description of the Platform

The Taurus-NETWORK is an electronic messaging system enabling Participants to securely exchange information about Digital Assets, and associated DLT addresses and transactions. It is a proprietary platform, developed and fully owned by Taurus.

PARTICIPANTS ACKNOWLEDGE THAT THE PLATFORM IS EXCLUSIVELY AN IT SERVICE DEVELOPED AND MAINTAINED BY TAURUS. TAURUS (IN ITS CAPACITY AS ADMINISTRATOR AND DEVELOPER OF THE PLATFORM) DOES NOT ACT AS A COUNTERPARTY, BANK, CUSTODIAN, CENTRAL CUSTODIAN, CENTRAL SECURITIES DEPOSITORY, SECURITIES SETTLEMENT SYSTEM, CLEARER, CLEARINGHOUSE, COLLATERAL AGENT, SECURITIES AGENT, ESCROW AGENT OR CENTRAL COUNTERPARTY OR ANY EQUIVALENT ROLE. PARTICIPANTS TRANSACT DIRECTLY, BILATERALLY OR MULTILATERALLY, AMONG THEMSELVES WITH NO INVOLVEMENT OF TAURUS WHATSOEVER. INFORMATION ARE EXCHANGED CONFIDENTIALLY AND DIRECTLY AMONG PARTICIPANTS. IN PARTICULAR, TAURUS DOES NOT ACT AS A CUSTODIAN, MEANING THAT DIGITAL ASSETS REPORTED ON THE TAURUS-NETWORK ARE SELF CUSTODIED AND SECURED BY PARTICIPANTS USING THEIR OWN INSTANCE OF TAURUS-PROTECT.

FOR THE SAKE OF TRANSPARENCY, WE HEREBY INFORM THE PARTICIPANTS THAT TAURUS MAY ACT AS A PARTICIPANT. IN THIS CASE, TAURUS WILL BE SUBJECT TO THE SAME RULES AND CONDITIONS AS ANY OTHER PARTICIPANT.

Participants acknowledge that any services or features not explicitly described in these T&C are NOT provided on the Platform.

Participants are solely responsible for fully understanding the features, products, and services of the Platform, as well as the associated risks before using them. Participants are always responsible to test features, products, and services before using them, both in production and user acceptance environments. In case of doubt, Participants should not use features.

a. Electronic whitelisting workflow

The Platform enables Participants to connect among themselves and automate the workflow for the exchange of necessary information to whitelist and prove the control of a new DLT address controlled by another Participant:

1. Participant A “shares” a DLT address with Participant B;

2. Participant B is notified electronically, and a whitelisting request is automatically created in its Taurus-PROTECT environment;

3. Participant B approves or rejects the whitelisting of this new DLT address according to its own approval and due diligence rules.

The Platform provides cryptographic proof that one DLT address is controlled by another Participant (“proof of control”). Participant A can decide later to “un-share” the same DLT address. Participants understand that this feature only works among participants of the Taurus-NETWORK using Taurus-PROTECT.

When using this feature, Participant A is solely responsible to ensure that the DLT address is shared with the right Participant. Participant B is solely responsible to (a) apply its own procedure before to approve the whitelisting of a new DLT address, in accordance with its own policies and procedures, and (b) ensure that the proof of control signature scheme applied by Taurus-NETWORK is in line with its own policies and procedures.

b. Fast settlement

The Platform enables Participants to adjust and customize the number of blocks necessary to recognize a DLT transaction as “confirmed” when receiving a DLT transaction from another Participant (for a given distributed ledger network).

WHEN REDUCING THE NUMBER OF BLOCKS NECESSARY TO RECOGNIZE A TRANSACTION AS “CONFIRMED”, THE RECEIVING PARTICIPANT UNDERSTANDS AND ACCEPTS THE INCREASED RISK OF HAVING A FAILED TRANSFER DUE TO A SOFT FORK, I.E. A PROTOCOL CHANGE OR MODIFICATION ON A BLOCKCHAIN’S SOFTWARE THAT INVALIDATES TRANSACTIONS THAT WERE PREVIOUSLY ACCEPTED, WHICH REQUIRES MINERS TO UPDATE THEIR MINING SOFTWARE FOR OLDER NODES.

THE PARTICIPANT UNDERSTANDS AND ACCEPTS ALL THE CONSEQUENCES ASSOCIATED WITH THIS RISK.

c. Collateral, pledging and direct debit

The Platform enables a Participant (pledgor) to pledge collateral in favor of another Participant (pledgee), as well as view all the pledges in its favor. Pledging instructions are exchanged via the Taurus-NETWORK. It also enables Participants to implement direct debit mechanisms.

When using this feature, Participants are solely responsible to understand the different option settings and the applicable terms for a given order/instruction.

Participants agree that any approved pledge transaction, power of attorney, direct debit/withdrawal instruction, and/or account control transfer are deemed valid and irrevocable as soon as it is approved and signed electronically by a Participant (and any of its users) using the Taurus-NETWORK and/or Taurus-PROTECT. Participants agree that the validation of such transactions with Taurus-PROTECT is recognized as being legally valid and binding in front of a court in case of dispute with another Participant. Participants are solely responsible to ensure that their users have the appropriate rights to represent the Participant and hence send validation/approval messages and approve transactions.

If a Participant grants the right to another Participant to create and validate transactions/ withdrawals (direct debit) on a DLT address under its control, it understands and agrees that any approved transfer is irrevocable. Consequently, it bears full and sole responsibility for such transactions.

PARTICIPANTS UNDERSTAND THAT TAURUS DOES NOT ACT AS A COLLATERAL NOR SECURITIES AGENT. PARTICIPANTS ARE SOLELY RESPONSIBLE TO UNDERSTAND THE TERMS AND CONDITIONS APPLICABLE FOR THEIR PLEDGES, AS WELL AS TO IMPLEMENT AND EXECUTE IF NEEDED AD-HOC PLEDGE AGREEMENT, DEED OF PLEDGE OR EQUIVALENT TO ENFORCE THEIR RIGHTS IN CASE OF DISPUTE WITH ANOTHER PARTICIPANT.

d. Travel rule/transfer of digital assets information exchange

The Platform enables Participants to exchange confidentially originator’s and beneficiary’s information accompanying transfers of digital assets to comply with the “Travel Rule”:

1. Participant A (i.e. the sending VASP) can add confidential information about (a) the originator and (b) the beneficiary and then send it to Participant B (i.e. the receiving VASP).

2. Participant B receives confidential information accompanying transfers of digital assets via the Taurus-NETWORK.

3. Participant B (a) checks that the received information is correct and complete, and (b) carries out its due diligence measures according to applicable law, incl. any controls relating to international sanctions.

4. If needed, Participant B may, and is therefore solely responsible for, determine whether to execute, reject, return or suspend a transfer of digital assets lacking the required complete information on the originator and/or the beneficiary, and for taking the appropriate follow-up action according to its own policies, procedures and controls.

Originator’s and beneficiary’s information are sent electronically and confidentially via the Taurus-NETWORK, not via distributed ledger networks (i.e. it is not attached directly to, or included in, the transfer of digital assets).

When using this Service, Participants A and B shall, and are therefore solely responsible to, carry out appropriate controls, i.e., among others, (a) input and verify necessary information if/when needed, (b) check sanctions themselves using their own sanction screening system, (c) ensure that all the information received are retained and made available on request to competent authorities, and (d) assess if any related transaction, is suspicious, and whether it is to be reported to authorities.

Before using this Service, Participants must, and are therefore solely responsible to, ensure that the information exchanged via Taurus-NETWORK are compatible with their own local regulatory requirements, and internal policies and procedures, knowing that the rules and information to be exchanged in the context of the travel rule may vary across countries/jurisdictions.

4. Availability of the Platform

Participants acknowledge that Taurus is making the Platform available on a best effort basis through the Internet and distributed ledger networks and that access to the Internet, distributed ledger networks and the Platform is dependent on numerous factors, technologies, and systems, all of which are beyond the authority and control of Taurus. Participants acknowledge and agree that Taurus shall not be liable or responsible for any inability of the Participants to access the Platform.

Taurus will strive to provide the Platform or repair any fault under its full control, as the case may be, in an appropriate and generally accepted manner using the resources available during Swiss banking hours and days. The Participants acknowledge and agree that Taurus may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as Taurus may deem necessary or desirable to assist it in providing the Platform or discharging its other obligations under these T&C; provided, however, that Taurus shall be held as responsible to the Participants for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under these T&C.

5. Access to the Platform; Restrictions on use

a. Access to the Platform

Participants can access the Taurus-NETWORK via the Taurus-PROTECT software and/or APIs.

Participants must register with Taurus to activate their access to the Platform. A registration with truthful representation of requested personal data of the Participants is required. There is no entitlement for registration or usage of the Platform. Participants may only use the Platform and perform the registration in their own name and for their own account.

Participants agree to ensure that for the duration of the usage of the Platform all provided data is accurate, has been truthfully provided and is up to date. The Participants shall inform Taurus and the relevant Participants immediately after the occurrence of any event that renders the aforementioned information inaccurate.

Taurus may decline a Participant at any time, without providing any reason.

Participants are obliged to ensure that their password and login data (incl. APIs and tokens) are not available to third parties. Exclusively the Participants are responsible for the entirety of all actions taken through the Participants’ account. Should the account be found related to any violation of these T&C, indications for misuse or should third parties have gained access to the account, the Participants are obliged to immediately notify Taurus. Participants will never be asked for their password, neither by email nor by telephone by Taurus.

Taurus is always and at any time entitled to restrict access to the Platform, should this be necessary due to reasons of capacity, safety, maintenance or for the execution of other technical measures or similar reasons.

The Platform is only available in selected jurisdictions, decided unilaterally by Taurus. Taurus may at any time decide to (a) ban Participants from selected jurisdictions to access the Platform, (b) add access to new jurisdictions or (c) terminate/close access to existing Participants in selected jurisdictions.

BY ACCESSING THE PLATFORM, PARTICIPANTS AUTHORIZE TAURUS TO MAKE THEM VISIBLE TO ALL THE OTHER PARTICIPANTS ON THE PLATFORM (INCLUDING ADDRESS AND CONTACT DETAILS).

PARTICIPANTS UNDERSTAND THAT THE SIMPLE FACT THAT ANOTHER PARTICIPANT HAS BEEN ACCEPTED ON THE TAURUS-NETWORK BY TAURUS IS IN NO WAY A GUARANTEE OF PROPER DUE DILIGENCE, VETTING, KYC/KYB APPROVAL, OR ACKNOWLEDGMENT OF THIS PARTICIPANT BY TAURUS. PARTICIPANTS ARE SOLELY RESPONSIBLE FOR PERFORMING THEIR OWN DUE DILIGENCE AND KYC/KYB PROCEDURE BEFORE TO EXCHANGE ANY INFORMATION AND ENTER INTO ANY KINDS OF BUSINESS RELATIONSHIPS WITH ANY OTHER PARTICIPANTS.

b. Certain restrictions on use and important information regarding the Platform

Participants are solely responsible for all information exchanged and the usage that they make of the Platform. Participants agree that they shall not use the Platform in a manner that (a) negatively affects other Participants, (b) interferes with or disrupts the Platform or that could otherwise bring the Platform into disrepute, or (c) in any manner that intentionally or unintentionally violates any applicable laws, regulations, embargos or sanctions.

The access to the Platform is strictly forbidden for any Participants with their domicile in any geographic region that is subject to sanctions or embargos from the United Nations, the United States of America, the European Union, Switzerland, the United Nations or the United Kingdom.

The access to the Platform does not grant Participants any right to access to any financial services (in particular trading and custody services) provided by Taurus SA in its capacity as a securities firm regulated by the Swiss Financial Market Supervisory Authority (“FINMA”). This Service is an IT service, it is not a financial service subject to FINMA’s supervision, nor a regulated financial service offering the possibility to Participants of initiating mediation proceedings before a recognized ombudsman in accordance with Title 5 of the Swiss Federal Financial Services Act.

c. Electronic access to the Platform

The electronic access to the Platform is subject to Taurus’ Electronic access terms and conditions published on the Taurus legal website at legal.taurushq.com.

6. Modifications to the Platform

Taurus reserves the right to modify or discontinue, temporarily or permanently, the Platform or any features or portions thereof without prior notice. The Participants agree that Taurus will not be liable for any modification, suspension or discontinuance of the Platform or any part thereof.

Taurus reserves the right to change or modify these T&C at any time and in its sole discretion. If Taurus makes changes to these T&C, it will provide notice of such changes, such as by providing notice through the Platform or via electronic mail (email), or by updating these T&C on its website. Participants’ continued use of the Platform will confirm their acceptance of the revised T&C. If Participants do not agree to any amended T&C, they must stop using the Platform.

7. Term and termination

a. Term

These T&C are valid for the time of the usage of the Platform by Participants, until Taurus decommissions the Platform.

Taurus may terminate the access to the Platform for a given Participant at any time upon at least one (1) month’ notice to the Participant. If access to the Platform is provided via Taurus-PROTECT, access to the Platform is automatically terminated when the Taurus-PROTECT agreement terminates.

Taurus may decommission the Platform for all Participants at any time upon at least three (3) months’ notice to Participants.

A Participant may request the termination of the Platform at any time upon at least one (1) month prior notice to Taurus.

b. Immediate termination or suspension

Taurus may, at any time and without delivery of prior notice to the Participants, terminate or suspend this Agreement for a Participant, in whole or in part, immediately if Taurus learns, or believes in its sole judgment, that (a) the Platform has been or may be used by the Participants for any illegal or unlawful purpose or in a manner that breaches any applicable law, regulation, embargo, international sanctions or these T&C, (b) the Participants are acting or have acted in a manner that threatens or may threaten the fair and orderly use of the Platform, or (c) the Participant materially breaches its obligations and/or its warranties.

c. Consequences of term and termination

Upon termination and/or decommissioning of the Platform, Participants will be offboarded from the Platform. Participants are solely responsible to regularly save all necessary data and information before the termination of the Service to ensure compliance with their own archiving and audit trail policy.

Participants acknowledge that Taurus cannot be held liable for any loss or damage of any kind resulting from the termination of the use of the Platform.

8. Charges and fees

Participants must pay to Taurus all the current charges and fees applicable to it for the provision or use of the Taurus-NETWORK. These charges and fees, and related invoicing and payment terms and conditions, are as notified by Taurus to the Participants through Taurus standard pricing documentation or otherwise (for example, a specific quotation for the Participant or a statement in a Taurus invoice).

For the avoidance of doubt, unless Taurus has expressly agreed otherwise with the Participant, charges and fees, and related invoicing and payment terms and conditions, may change at any time upon reasonable prior notice to the Participant (typically, through an update of the Taurus standard pricing documentation or otherwise such as a new specific quotation for the Participant or a statement in a Taurus invoice).

All prices are adjusted with an annual inflation rate equivalent to the largest between 2.5% p.a. and the Swiss consumer price index.

9. Proprietary information

Participants acknowledge and agree that Taurus owns and shall retain all rights, title and interest in and to the Platform, all components thereof, including without limitation all related applications, all application programming interfaces, interface designs, software and source code and any and all intellectual property rights therein, including, without limitation all registered or unregistered (a) copyright, (b) trade mark, (c) service mark, (d) trade secret, (e) trade name, (f) data or database rights, (g) design rights, (h) moral rights, (i) inventions, whether or not capable of protection by patent or registration, (j) rights in commercial information or technical information, including know-how, research and development data and manufacturing methods, (k) patent and (l) other intellectual property and ownership rights, including applications for the grant of any of the same, in or to the Platform and all other related proprietary rights of Taurus (together, with any and all enhancements, corrections, bug fixes, updates and other modifications to any of the foregoing and any and all data or information of any kind transmitted by means of any of the foregoing, the “Proprietary Information”). Participants further acknowledge and agree that the Proprietary Information is the exclusive, valuable, and confidential property of Taurus. Participants acknowledge and agree that it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Platform or the Proprietary Information. Participants further agree to keep the Proprietary Information confidential and not to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion of the Platform or any Proprietary Information to any third party without the prior written consent of Taurus.

Participants shall retain all rights, title and interest in their own proprietary data and any derivative thereof.

10. Data protection

Taurus will process personal data about Participants in compliance with applicable Swiss and European Union data protection laws. Taurus Privacy Policy provides more information, which Participants may read. Taurus reserves the right to adjust and amend the Privacy Policy at any time.

Information about DLT addresses and messages (incl. Travel rule data) among Participants via the Taurus-NETWORK are encrypted and Taurus does not have access to them. Taurus has only access to the name of the Participants, identification information of the Participants and user details.

11. Use of personal data by Taurus

Participants authorize Taurus to use their personal data to promote its services.

Participants consent and accept that Taurus may collect and store personal information regarding the Participants (but not its transactions and DLT addresses) and share it in Switzerland or abroad with its affiliates, agents and service providers in order to: (a) provide the Platform; and (b) manage Taurus’ business, including, but not limited to Participant onboarding, financial and operational management and reporting, risk management, legal and regulatory compliance, promotion of its products and Participant service management. Taurus shall require any affiliate, agent or service provider to which it has disclosed data pursuant to this section to comply with.

12. Warranties

Taurus warrants to Participants that:

1. it is duly organized and validly existing under the laws of Switzerland, and it has full power to conduct its business as currently conducted;

2. it has full power and authority to enter into this Agreement and perform its obligations under these T&C;

3. it is not subject to any dissolution, voluntary or involuntary, liquidation, bankruptcy, postponement of bankruptcy, composition or similar proceedings;

4. the execution and performance of the obligations under these T&C do not violate any provision of Taurus’ articles of association and/or any other governing documents and/or laws applicable to Taurus.

Participants warrant to other Participants and Taurus that:

1. they are duly organized and validly existing under the laws of the jurisdiction in which they were formed or incorporated, and they have full power to conduct their business as currently conducted;

2. they have full power and authority to enter and perform their obligations under these T&C;

3. they are not subject to any dissolution, voluntary or involuntary, liquidation, bankruptcy, postponement of bankruptcy, composition or similar proceedings;

4. they have carefully selected and reviewed the Platform, confirming that it meets their needs, and its use has been duly authorized, executed and delivered on its behalf by people empowered to do so;

5. they are not subject to and are not a resident of any jurisdiction that is subject to economic sanctions or trade embargoes imposed by (a) Switzerland, (b) the United Nations Security Council, (c) the European Union or any member state of the European Union, (d) the United States authorities, in particular OFAC and the U.S. Department of State, (e) the United Kingdom, or (f) other economic sanctions or trade embargoes issued by any other authority.

13. Liability of Taurus

In the context of this Agreement, Taurus is an information technology provider that only provides or makes available the Platform in accordance with these T&C.

In no event will Taurus be responsible or liable for any liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profits, goodwill, reputation, loss of business opportunity or anticipated savings, and all interest, penalties and legal costs (calculated on a full indemnity basis)) (collectively Losses) suffered by the Participant unless such Losses directly result from the gross negligence, wilful default or fraud of Taurus. In the event of any Losses sustained by the Participant for which Taurus is liable under this clause, Taurus’ liability shall be reduced to the extent that the Participant’s own negligence contributed to such Losses.

Taurus shall not be responsible for any failure to perform its obligations under this Agreement if such performance is prevented, hindered or delayed by a Force Majeure Event or by changes to Taurus’ policies or procedures made in Taurus’ sole discretion in light of legal, regulatory, operational, security or reputational risks. In these circumstances, Taurus’ obligations will be suspended for as long as the Force Majeure Event continues or any change in its policies and procedures remains in effect.

Taurus shall have no responsibility to review, monitor, advise on or otherwise ensure compliance by the Participant with (a) any applicable law or regulation; or (b) any term or condition of any agreement between the Participant and any third party.

Nothing in this clause shall limit Taurus’ liability in respect of fraud or fraudulent misrepresentation, or for personal injury or death arising as a result of Taurus’ gross negligence.

14. Indemnity

The Participant shall indemnify and hold Taurus, its affiliates and subsidiaries harmless against all Losses and all other reasonable professional costs and expenses suffered or incurred by Taurus arising out of or in connection with:

1. any breach by the Participant of its obligations under this Agreement;

2. any breach of the warranties and representations given by the Participant;

3. any claim made against Taurus for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Participant’s access to and use of the Taurus-NETWORK, including, but not limited to, its access to and use of the API; or

4. any breach by Taurus of any applicable law and regulation caused by any action, omission or default of the Participant in its access to and use of the Taurus-NETWORK.

15. Force Majeure

Any failure of performance by Taurus will not be considered a breach and will be excused to the extent such delay in or failure is caused by any event beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications, or distributed ledger networks, or Internet or network service providers, acts or omissions of a third party hardware or software supplier or a third party communications provider, power outages and governmental restrictions (“Force Majeure Event”).

16. Severability

If any provision of these T&C is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

17. Dispute resolution

Participants understand that the Taurus-NETWORK is a messaging system, and that Taurus does not act as a party to any transactions concluded among Participants using the Taurus-NETWORK. Consequently, Participants agree to hold Taurus harmless for any dispute for any transactions concluded using the Taurus-NETWORK. Participants are solely responsible to conclude bilaterally or multilaterally ad-hoc legal agreements (e.g., pledge agreements) with other Participants to enforce their rights and clarify the dispute resolution process between themselves. Participants understand that Taurus will not intervene as arbitrator to solve any dispute.

18. Amendment to these terms and conditions

The version of these T&C currently in force can be accessed on the Taurus legal website at legal.taurushq.com.

Taurus reserves the right to amend these T&C at any time, at its sole discretion and without prior notice to the Participants. Taurus may inform the Participants of such amendments by any means we deem appropriate.

19. Governing law and jurisdiction

This Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of Switzerland without giving effect to principles of conflicts of law.

Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Geneva. The arbitration proceedings shall be conducted in English.