User Agreement

PRISM

USER AGREEMENT

(date: 5 February 2026)

Introduction

User Agreement

By clicking "Accept" on the website www.openeden.com/prism when presented with this User Agreement (“Agreement”) you are agreeing to the terms and conditions contained in this User Agreement which will govern the relationship among you (“you” or a “User”), OpenEden Digital Limited (the "Company"), and the Company, acting for on behalf of Segregated Account PRISM, as the issuer of the PRISM product (as defined below) (the "Issuer", "us" or "we").

This Agreement applies to your use of your platform account with the Issuer at the following website: www.openeden.com/prism (your “Platform Account” and the “Platform”). The Platform Account may be accessed on the Platform and may avail the User to certain Platform functions as described herein (the “Functions” which term includes the PRISM Functions (as defined in Schedule 1) and the xPRISM Functions (as defined in Schedule 2)).

This Agreement sets out (i) the terms and conditions in relation to purchase, redemption, use and/or holding of OpenEden’s Portfolio of Risk-adjusted Investment Strategy Mix (“PRISM”) product, which are described more fully below in Schedule 1 and (ii) the terms and conditions in relation to the staking of PRISM in exchange for reward-accruing digital asset token ("xPRISM") and/or holding of the xPRISM, which are described more fully below in Schedule 2.

For the avoidance of doubt, your access to the PRISM Functions is contingent on your maintenance of a Platform Account and access to the Platform. Your access to the xPRISM Functions are subject to this Agreement which you are deemed to have accepted by holding xPRISM and the Issuer’s obligations to you are subject to and conditional (where applicable) on the terms and conditions set out herein.

Please read the terms and conditions in this Agreement carefully before:

(i) accessing or using the Platform and/or Functions; or

(ii) purchasing, redeeming, using or holding PRISM as they constitute a contract between you (“you” or a “User”) and the Issuer, being the issuer of the PRISM; or

(iii) staking your PRISM in exchange for xPRISM as more fully described in Schedule 2.

The Company is an exempted Bermuda company limited by shares with registration number 202403468 and registered as a segregated accounts company under the Segregated Accounts Companies Act 2000. The Company's registered office is at Rosebank Centre, 5th Floor, 11 Bermudiana Road, Pembroke HM 08, Bermuda.

The Company is regulated and licensed by the Bermuda Monetary Authority ("BMA") to conduct digital asset business activities in and from Bermuda (as set out herein) under and in accordance with the Digital Asset Business Act 2018 (as amended) ("DABA") of Bermuda and related regulations, which can be found at https://www.bma.bm/legislation. The Company holds a Class M license to issue, sell or redeem virtual coins, tokens or any other form of digital asset.

By agreeing to the terms set out in this Agreement, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement (and its Schedules) (as may be amended from time to time), PRISM Terms (as set out in Schedule 1 herein), xPRISM Terms (as set out in Schedule 2 herein), Acceptable Use Policy (as set out in Schedule 3 herein), the Issuer’s Privacy Policy, Cookie Policy, KYC/AML Policy and E-Sign Consent Policy and you acknowledge and agree that you will be bound by these agreements and policies. From and after the date you have been deemed to have agreed to the Agreement and its terms, this Agreement and its Schedules shall govern your interactions with the Platform and the PRISM product and/or your interactions with the PRISM and xPRISM.

Please refer to Section 24 of this Agreement for further details on our process for amendments and variations.

If you have any questions or concerns about this Agreement or our products services, please contact us at [email protected].

Conflicts

Notwithstanding anything to the contrary set forth in this Agreement, its Schedules or otherwise, in the event of a conflict or inconsistency between any term set forth herein and any term set forth in this Agreement and the PRISM Terms and xPRISM Terms (together the "PRISM Terms"), the PRISM Terms shall prevail to such extent of conflict or inconsistency.

Note that this Agreement (and its Schedules) uses the term “Digital Asset” to refer to USDC, USDO, PRISM, xPRISM and/or any supported stablecoins. For the avoidance of doubt, where used herein, the term “funds” includes Digital Assets as well as fiat currency. Unless otherwise stated or the context otherwise requires, all references to “this Agreement” shall include the Schedules, and this Agreement and its Schedules constitute the entire agreement between the Company, the Issuer and you.

1. Eligibility; Limitations; Registration Process; Identity Verification

Eligibility; Limitations

1.1 In registering to use the Platform Account and PRISM Functions on behalf of an entity, you represent and warrant that (i) you meet the Eligibility Requirements (as defined below); (ii) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; (iii) you are duly authorised by such legal entity to act on its behalf, and (iv) such organisation (and any affiliate entity) must not have been previously suspended or removed from the Platform or Functions or any other functions or product or services offered by the Issuer or its affiliate entities.

1.2 Eligibility Requirements – To register and use the Platform Account and PRISM Functions, you must:

(a) be a Non-US resident; and

(b) have or be able to demonstrate at least USD500,000 in net assets.

You agree that from time-to-time, that the Company may require that the use of certain Functions may have further eligibility requirements that will need to be verified prior to you using such Functions or from time to time in order to continue your use of the Functions and may be subject to additional terms and conditions.

1.3 By accessing or using the Platform Account and Functions, holding and using of PRISM /xPRISM or using or enjoying the benefit of any of the PRISM/xPRISM Functions (as defined in Section 2 of Schedule 1 (PRISM Terms) and Section 2 of Schedule 2 (xPRISM Terms) respectively), you further represent and warrant that:

(a) If you are an individual, you are at least 18 years old, satisfy the Eligibility Requirements and are not a Restricted Person, nor are you a resident of a Restricted Territory (each as defined in Section 3.2 of Schedule 1 (PRISM Terms) and Section 3.2 of Schedule 2 (xPRISM Terms)).

(b) If you are an entity, you satisfy the Eligibility Requirements, and are not a Restricted Person, nor are you resident, organized in or controlled by persons resident in a Restricted Territory (each as defined in Section 3.2 of Schedule 1 (PRISM Terms) and Section 3.2 of Schedule 2 (xPRISM Terms)).

1.4 For Users with no Platform Account, by accessing or using the xPRISM Functions, holding and using of PRISM/xPRISM or using or enjoying the benefit of any of the xPRISM Functions (as defined in Section 2 of Schedule 2 (xPRISM Terms)), you further represent and warrant that:

You further agree that if you do not hold a Platform Account, the Company and Issuer have no obligations to service you under this User Agreement beyond what is expressly provided for herein.

1.5 By accessing or using the Platform Account and Functions, holding and using of PRISM or xPRISM, or using or enjoying the benefit of any of the PRISM Functions or xPRISM Functions, you further represent and warrant that:

(a) You will not be using the Platform Account and Functions for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Schedule 2 (Acceptable Use Policy) of this Agreement.

(b) YOU ARE NOT A U.S. OR CANADIAN PERSON NOR ARE YOU PURCHASING FOR THE ACCOUNT OF A U.S. OR CANADIAN PERSON AND YOU ARE ACQUIRING THE PRISM AND/OR XPRISM IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OR EQUIVALENT CANADIAN REGULATIONS. YOU HEREBY AGREE FOR THAT ANY OFFER OR SALE OF THE PRISM AND/OR XPRISM SHALL NOT BE MADE BY YOU TO A U.S. OR CANADIAN PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. OR CANADIAN PERSON WITHIN THE MEANING OF RULE 902 OF THE AFOREMENTIONED U.S. REGULATIONS OR EQUIVALENT CANADIAN REGULATIONS.

1.6 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) this Agreement (and its Schedules) and that any misrepresentation by you is a violation of this Agreement (and its Schedules).

1.7 If the Issuer determines that you have violated this Agreement (and its Schedules), including, but not limited to, transacting with Blocked Addresses (as defined in Section 17) or engaging in Restricted Activities or Prohibited Activities or Prohibited Transactions, the Issuer will consider it to be a violation of this Agreement and may also suspend or terminate your Platform Account, which can result in the potential forfeit of any PRISM or xPRISM otherwise eligible for redemption.

1.8 Notwithstanding the foregoing, the Issuer may determine not to make the Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account in the Issuer’s sole discretion.

1.9 The Issuer reserves the right to monitor and investigate any transactions or activities involving PRISM or xPRISM to ensure compliance with the restrictions and conditions set out in this Agreement.

1.10 In the event that the Issuer determines, in its sole discretion, that a user is a U.S. Person or has knowingly facilitated the sale or transfer of PRISM or xPRISM to a U.S. Person, the Issuer may take appropriate action as detailed in this Agreement, including but not limited to address blocking certain Functions or other actions that we see fit.

1.11 All accounts are subject to review and approval by the Issuer. We reserve the right to deny, suspend, or terminate an account if we determine that an institution or its representative does not meet the eligibility criteria outlined above or for any other reason at our sole discretion.

Registration Process; Identity Verification

1.12 When registering for your Platform Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name and the legal name of your organisation. You also agree to provide us, when registering a Platform Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. You permit us to keep a record of such information and authorise us to make the inquiries, whether directly or through third parties, that we consider necessary or desirable 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 understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

1.13 You agree to provide us with your existing Digital Asset Wallet blockchain address (as defined below at Section 2.2.1) for your use of the Functions and interaction with the Issuer. You understand, acknowledge and agree that your Digital Asset Wallet and its Digital Asset contents will be screened, from time to time, in compliance with know-your-customer (“KYC”), know-your-business (“KYB”), know-your-transaction (“KYT”) and anti-money laundering (“AML”) regulatory requirements pursuant to Bermuda laws and any applicable laws and regulations. The whitelisting of a Digital Asset Wallet address for your access to the Functions is based on the successful requisite completion of the KYC onboarding and wallet screening. Once approved, the whitelisted Wallet can participate and interact with the PRISM contracts and Functions.

1.14 In certain circumstances, we may require you to submit additional information about yourself or your business, provide personal and/or corporate records, and complete other verification steps (such process, referred to as "Enhanced Due Diligence").

1.15 You represent and warrant that all information provided to us pursuant to this Agreement (and its Schedules) is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.

1.16 From time to time, we may be required to request further information or review or update existing information regarding your account or your transactions to comply with applicable laws and regulation, and in some cases, payment network. Failure to provide such information, if requested by the Issuer, in a timely fashion may result in the suspension of your ability to use the Functions (until you provide such information) or the closure of your Platform Account.

1.17 The Issuer may also decline to register a Platform Account where such User fails to complete the KYC onboarding and wallet screening. The Issuer reserves the right to request such information as is necessary to verify the identity of a User. In the event of a delay or failure by the User to produce any information required for verification purposes the Issuer may refuse to process any of the Functions. The Issuer will not be liable to any holders of PRISM or xPRISM for any loss suffered by them as a result of the non-registration of the Platform Account.

1.18 In certain circumstances (addressed on a case-by-case basis), where the provision of any Function on the Platform or Platform Account is subject to the provision by you of additional information or documentation required to verify existing or new information relating to you as the User, the failure to comply with such request will permit the Issuer to take such action with respect to the Platform Account necessary to comply with applicable AML/KYC/KYB/KYT regulations including imposing limitations and/or restrictions on the Platform Account and Functions, and in certain cases, de-registering the Platform Account. The Issuer will not be liable to the Users for any loss suffered by them as a result of the de-registration of the Platform Account and/or imposing of restrictions on the Functions.

1.19 The Issuer may at its discretion, and subject to applicable laws and regulations governing the sharing of information (including customer information) (“Customer Information”), share such Customer Information with its group entities or appropriate third parties for the purposes of (i) providing the Functions to you which includes, but is not limited to, the conduct of AML/KYC/KYB/KYT measures as well as ongoing monitoring activities concerning the Functions; and (ii) general group marketing purposes (“Purposes”). You expressly agree and authorize the Issuer to share such Customer Information for such Purposes.

1.20 We reserve the right to maintain your account registration information after you terminate your Platform Account for business and regulatory compliance purposes, subject to applicable laws and regulation.

2. Platform Functions

The Platform also provides the following Functions in connection with your Platform Account:

2.1 (A) PRISM-Related Functions

● The PRISM is issued by the Issuer and is intended to be a digital asset that facilitates transactions on supported blockchains, Web3 platforms and ecosystems.

● Each PRISM token will be minted at the USDO (or other applicable stablecoin or fiat) equivalent of USD1.00 each.

● Users will not be entitled to receive any interest or other fees on any PRISM held in your Wallet (as defined below) other than as set out herein, notwithstanding that the Digital Assets used to purchase the PRISM or the underlying PRISM Reserve Assets (as defined in Schedule 1) may generate interest or other amounts. You acknowledge and agree that interest or other amounts earned in respect of the PRISM Reserves are not directly accrued to or owed to you as part of your holding of PRISM. For the avoidance of doubt, no PRISM holder has any entitlement to such interest or other amounts so earned in respect of the PRISM Reserves.

The Platform allows Users to:

2.1A.1 mint PRISM tokens;

2.1A.2 redeem PRISM tokens; and/or

2.1A.3 any other PRISM specific functions (“PRISM Functions”), which are described more fully in the PRISM Terms (as set out in Schedule 1 herein).

The PRISM Terms are incorporated herein by reference.

(B) xPRISM-Related Functions

● The xPRISM is a reward-accruing version of PRISM, obtained through the staking of PRISM in a Staking Contract made available by the Issuer and is intended to be a digital asset that facilitates transactions on supported blockchains, Web3 platforms and ecosystems.

● The Staking Contract is an ERC-4626 Token Vault standard implementation. This standard is commonly used for yield-bearing tokens, where the value of the receipt token (xPRISM) increases over time as rewards (PRISM) accumulate within the Staking Contract.

● Each xPRISM token will be exchanged for PRISM at an Exchange Rate set out in Schedule 2 (xPRISM Terms) which is intended to increase over time.

● Users will not be entitled to receive any interest or other fees on any xPRISM held in your Wallet (as defined below) other than as set out herein, notwithstanding that the Digital Assets used to purchase the PRISM or the underlying PRISMK Reserve Assets may generate interest or other amounts. You acknowledge and agree that interest or other amounts earned in respect of the xPRISM Reserves are not directly accrued to or owed to you as part of your holding of xPRISM. For the avoidance of doubt, no xPRISM holder has any entitlement to such interest or other amounts so earned in respect of the PRISM Reserves.

A Platform Account is not required for Users to:

2.1B.1 mint xPRISM tokens upon deposit of PRISM tokens (also referred to herein as "staking");

2.1B.2 burn xPRISM tokens in exchange of PRISM tokens (also referred to herein as "unstaking"); and/or

2.1B.3 any other xPRISM specific functions (“xPRISM Functions”), which are described more fully in the xPRISM Terms (as set out in Schedule 2 herein).

The xPRISM Terms are incorporated herein by reference.

2.2 Non-Hosted Wallet Interactions with the Platform

2.2.1 The Platform interfaces with your external non-custodial Digital Asset wallet(s) (“Wallet”) and whitelists the same to permit the minting and redemption of PRISM. Your Wallet will be the means to store, track, transfer, and manage your balances of the PRISM. We do not store or hold your Wallet’s private keys, which are used to process transactions. By accessing and using the Platform, you acknowledge and agree that the private keys of your wallet are generated, stored and managed by you; you have full control and access to the PRISM in your Wallet and you are solely responsible for the security of your own wallet and the assets stored within it. The Issuer is not responsible for any loss or damage to your assets that may occur as a result of your failure to properly secure and manage your private keys and recovery phrases or seed words.

2.2.2 You own and/or control the Digital Assets held in your connected Wallet to the Platform Account. For so long as your Digital Assets are stored in a non-custodial Wallet accessed via the Platform, neither the Issuer nor the Company maintains any control over the private keys associated with the blockchain Wallet addresses holding your Digital Assets.

2.2.3 When using the Platform, you will have access to information regarding your balances, type and amount of PRISM in your Wallet, individual transactions and fees.

2.3 Minting or Redemption of PRISM and Staking or Unstaking of xPRISM

2.3.1 The Issuer has ensured that PRISM can only be minted on a primary basis through the Platform.

2.3.2 PRISM can also be redeemed for Digital Assets or fiat currency (where supported and disclosed by the Issuer on its website) by Users who hold a Platform Account in good standing.

2.3.3 xPRISM:

(i) xPRISM can be obtained through the staking of PRISM on the Staking Contract

(ii) xPRISM can be burned in the Staking Contract to unstake an amount of PRISM calculated in accordance with the Exchange Rate

2.3.4 When:

(i) a User elects to mint (and/or redeem) PRISM through the Platform, any financial transactions that you engage in will be conducted solely through the Ethereum network and/or such other blockchain network as determined by the Issuer. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or other supported networks.

(ii) When PRISM holders elect to stake/unstake PRISM through the Staking Contract, any financial transactions that you engage in will be conducted solely through the Ethereum network and/or such other blockchain network as determined by the Issuer. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or other supported networks.

2.3.5 In the event that an eligible person who does not hold a Platform Account wishes to mint or redeem PRISM, they are advised to commence the onboarding process at www.openeden.com/prism in order to open a Platform Account.

2.4 Transfers of PRISM, xPRISM and other Digital Assets

2.4.1 Inbound Transfers of Digital Assets

(i) When you trigger a minting of PRISM through the Platform and utilize USDO (or any supported and approved stablecoins) for the purchase, the Digital Asset purchase price is transferred to the Issuer’s designated custodial account held with its licensed custodial service provider from your connected whitelisted Wallet (“Inbound Transfer”). You agree that you will be solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Transfer to remain in a pending state outside of the Issuer’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in the Digital Assets which conforms to the supported blockchains of the PRISM product. For example, if you select an Ethereum wallet address, you attest that you are initiating an Inbound Transfer of Ethereum alone. Neither the Company nor the Issuer incurs any obligation whatsoever with regard to any other Digital Assets, cryptocurrencies, virtual currencies, or digital assets, sent to an incompatible Wallet. Erroneously transmitted Digital Assets will be lost.

(ii) When a PRISM holder stakes their PRISM on the Staking Contract to receive xPRISM, the PRISM is transferred to the Staking Contract (“Inbound Staking Transfer”). You agree that you will be solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Staking Transfer to remain in a pending state outside of the Issuer’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Staking Transfer, you attest that you are aware of and able to transact in accordance with the correct methods, procedures and technical requirements which conform to the supported blockchains of the PRISM Product. Neither the Company nor the Issuer incurs any obligation whatsoever with regard to any other Digital Assets, cryptocurrencies, virtual currencies, or digital assets, sent to the Staking Contract. Erroneously transmitted Digital Assets will be lost.

2.4.2 You agree, represent, and warrant that all Inbound Transfers and Inbound Staking Transfers are not the direct or indirect proceeds of any criminal or fraudulent activity.

2.4.3 In the event that any User initiates an Inbound Transfer from a non-whitelisted Wallet, such Inbound Transfer shall be held by the Issuer pursuant to the PRISM quarantine procedures and not processed for any purchase of PRISM. Please contact the Issuer directly at [email protected] with respect to such quarantined Inbound Transfers.

2.4.4 When you send PRISM or xPRISM from your Wallet to a third party non-whitelisted or whitelisted Wallet (“Outbound Transfers” and together with Inbound Transfers, “Digital Asset Transfers”), such transfers are executed by you in your sole discretion. Neither the Company nor the Issuer shall bear any liability or responsibility in the event you enter an incorrect blockchain destination address and we do not guarantee the identity or value received by a recipient of an Outbound Transfer. You further represent and warrant that (i) prior to any Outbound Transfers, you have an obligation to inform and have indeed informed the transferee of the terms set out herein (including the Schedules) and (ii) you will not make any Outbound Transfer to a Wallet owned or controlled by a person that is a resident of the United States of America or Canada or who otherwise qualifies as a U.S. or Canadian Person. Neither the Company nor the Issuer shall be liable for any losses or claims from you or the recipient resulting from a failure to comply with the requirements set out herein.

2.4.5 Digital Asset Transfers cannot be reversed once they have been broadcast to the relevant blockchain, notwithstanding that they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. The Issuer does not control any blockchain or Digital Asset network and makes no guarantees that a Digital Asset Transfer will be confirmed by a Digital Asset network (e.g. Ethereum).

2.4.6 For the avoidance of doubt, and notwithstanding the foregoing, including specifically Section 2.4.4 above, the Issuer reserves the right to carry out such action as necessary, including, immediately freezing any such attempted Outbound Transfers or to, where possible, unwind any completed Outbound Transfers, if it determines in its absolute discretion that (a) such transfer will result in the breach of applicable KYC/AML laws and regulations, (b) such transfer may result in the Issuer having to comply with any registration or filing requirement in any jurisdiction to which it would not otherwise be required to comply; (c) the Issuer is likely, in its reasonable opinion, to suffer a legal, regulatory, tax, pecuniary or material administrative disadvantage as a result of such transfer; or (d) it is required to do so to comply with any applicable law, regulation, guideline, directive or judgment.

2.4.7 PRISM Redemption and Gating –

(i) There will be no redemption restrictions on Users redeeming PRISM on a primary basis from the Issuer and the Issuer commits to the redemption timelines set out in Section 2.4.7(ii) below provided that no abnormal conditions affecting redemption operations are in effect

For the avoidance of doubt, "abnormal conditions” will include the following situations that affect the Issuer’s ability to process redemptions for an individual User or Users collectively:

(a) legal, compliance and/or regulatory restrictions and/or directives (including situations set out in Section 9.3 of this Agreement and Section 9 of Schedule 1: PRISM Terms);

(b) scheduled or unscheduled Downtime (as defined in Section 6.2 of the Schedule 1: PRISM Terms); or

(ii) Subject to the terms in this User Agreement, the Issuer commits to processing PRISM redemptions and to transmit Digital Asset redemption proceeds to redeeming users within T+7 U.S. business days from the date such redemptions are accepted for processing on the Platform.

2.4.8 xPRISM Redemption and Gating –

(i) There will be no redemption restrictions on holders of xPRISM unstaking PRISM from the Staking Contact which shall endeavour to meet the redemption timelines set out in Section 2.4.8(ii) below provided that no abnormal conditions affecting the Staking Contract are in effect

For the avoidance of doubt, "abnormal conditions” will include the following situations that affect the operation of the Staking Contract for a holder of xPRISM or holders of xPRISM collectively:

(a) legal, compliance and/or regulatory restrictions and/or directives (including situations set out in Section 9.3 of this Agreement and Section 9 of Schedule 2: xPRISM Terms);

(b) scheduled or unscheduled Downtime (as defined in Section 6.2 of the Schedule 2: xPRISM Terms); or

(ii) Subject to the terms in this User Agreement, the unstaking of xPRISM to PRISM and transmission of the same to holders of the xPRISM is expected to take up to 4 days from the date xPRISM is deposited into the Staking Contract to trigger the unstaking process.

2.5 Availability of Platform and Functions: The Issuer strives to provide consistent and reliable access to the Platform and its Functions. However, we cannot guarantee that the Platform or Functions or the Staking Contract will be available at all times, without interruption, or that they will always function as intended. By agreeing to this Agreement and its terms, you acknowledge and accept the risk of potential service disruptions or unavailability.

2.6 PRISM Redemption: The Issuer maintains its PRISM Reserve Assets in a segregated account designed to hold the digital assets that form the PRISM Reserve Assets that will be managed by the Manager in accordance with the Strategies. The Issuer commits to redeem 1 PRISM for the notional value (set out in Schedule 1) relating to its pro rata portion of the PRISM Reserve Assets in supported digital assets, subject to this User Agreement, applicable law, and any fees where applicable. While the Issuer may hold and manage the PRISM Reserves through holding the same in interest-bearing accounts or through deployment into other yield-generating instruments or strategies, you acknowledge that you are not entitled to any interest or other returns earned on such funds as User. PRISM does not itself generate any interest or return for holders of PRISM and only represents your right to redeem PRISM as a User, if you are one. If you are not an eligible user or have not cleared the onboarding process to obtain a Platform Account, you do not have a right to redeem PRISM from the Issuer. Notwithstanding the foregoing, by agreeing to this Agreement and its terms, you acknowledge and accept that the ability to redeem PRISM is subject to the risk factors set out in Schedule 4, in particular, Section 1 of Schedule 4 (PRISM Reserve risks).

2.7 Unstaking of PRISM/xPRISM: xPRISM holders who unstake their PRISM from the Staking Contract are subject to the terms of this User Agreement, entitled to receive PRISM calculated in accordance with the Exchange Rate (as set out in Schedule 2). Notwithstanding the foregoing, by agreeing to this Agreement and its terms, you acknowledge and accept that the ability to receive PRISM pursuant to such unstaking is subject to the risk factors set out in Schedule 4.

3. No Custody

The Issuer holds and/or processes all Digital Assets (other than PRISM and xPRISM) received from the purchase of PRISM in accordance with Schedule 2, or where necessary, due to applicable laws or regulations, through its appointed regulated custodial service providers. The Issuer is regulated in Bermuda under a Class M DABA License. The Digital Assets received (i.e. USDO or any supported stablecoins), are held and/or processed by the Issuer or where necessary, its appointed regulated custodial service providers. We are not a trust company nor do we have a licence to provide any custody service. Additionally, for the avoidance of doubt, the Issuer is not a fiduciary, and the Issuer does not provide any trust or fiduciary services to you in the course of your visiting, accessing, or using the Platform and/or Functions.

4. Asset Ownership

The title to all of your Digital Assets will remain with you at all times. As the beneficial owner of Digital Assets in your Wallet, you shall solely bear the risk of loss of such Digital Assets including the PRISM and xPRISM. The Issuer has no liability for any Digital Assets fluctuations in value. Except as may be otherwise agreed in writing between you and the Issuer, none of the Digital Assets in your Wallet are the property of, or shall or may be loaned to, the Issuer. Except as required under applicable law, or except as provided for herein, the Issuer will not sell, transfer, loan, or otherwise alienate Digital Assets in your Wallet unless specifically instructed by you in accordance with the terms of this Agreement.

5. No Investment Advice

The Issuer does not provide investment, tax, or legal advice, nor does the Issuer broker trades on your behalf. You should consult your legal or tax professional regarding your specific situation. The Issuer may provide educational information about Digital Assets, as well as other Digital Assets not supported by the Issuer. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the Platform or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Platform's content as such.

All decisions to buy, sell, or hold PRISM or Digital Assets, or to stake PRISM in exchange for xPRISM, are solely your responsibility. You should conduct your own research, seek professional advice, and carefully consider the risks associated with Digital Asset transactions before making any decisions.

6. Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Issuer Privacy Policy as it provides details on how your personal information is collected, stored, protected, and used.

By agreeing to these Terms, you also agree to the terms of the Issuer Privacy Policy.

7. Communications

7.1 By entering into this Agreement, you agree to receive electronic communications, agreements, documents, receipts and notifications in accordance with our E-Sign Consent Policy.

7.2 This Agreement is provided to you and communicated in English. We will also communicate with you in English for all matters related to the Company and the Issuer and your use of the Functions and/or PRISM Functions. Where we have provided you with a translation of the English language version of this Agreement or any information related to your Platform Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Functions and/or use of PRISM, and the PRISM Functions and xPRISM Functions (as applicable).

8. Security of User Information

8.1 You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Functions. You are responsible for keeping your email address and all other account holder and User information up to date in your Platform Account profile and for maintaining the confidentiality of your User information. You agree to notify the Issuer immediately if you become aware of any unauthorized use of your Platform Account, the Functions, or any other breach of security regarding the Functions, your Platform Account or the Platform. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. The Issuer will not be liable for any loss or damage arising from your failure to protect your account information.

8.2 We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We recommend the regular use of reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from the Issuer, you should login to your Platform Account directly through the Platform or related mobile application, if any, and not by clicking links contained in emails.

9. Account Suspension & Closure

9.1 We may, without liability to you or any third party, suspend your Platform Account, consolidate your Platform Accounts if you have more than one, or terminate your Platform Account or suspend your use of one or more of the Functions in accordance with the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, your violation of the terms of this Agreement or for other similar reasons. The Issuer may also temporarily suspend access to your Platform Account in the event that a technical problem causes system outage or Platform Account errors until the problem is resolved. For the avoidance of doubt, in the event your Platform Account is suspended or closed, you will no longer be able to access any of the Functions.

9.2 You may terminate this Agreement at any time by closing your Platform Account in accordance with this Agreement. In order to do so, you should contact the Issuer’s “Support Team” who will assist you in closing your Platform Account. You may not terminate your Platform Account if the Issuer believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to the Issuer.

9.3 For Users with a Platform Account, we encourage you to unstake (as applicable) and redeem your PRISM prior to issuing a request to terminate your Platform Account as you will be unable to utilize the redemption Function after your Platform Account has been terminated. We reserve the right to restrict or refuse to permit unstaking and/or redemptions from your Platform Account if (i) your Platform Account has otherwise been suspended or unilaterally terminated by the Issuer in accordance with this Agreement or (ii) to do so would be prohibited by law or a court order or (iii) we have determined that any of the related Digital Assets used to purchase PRISM through your Platform Account were obtained fraudulently or as proceeds of activities that breach the Acceptable Use Policy.

9.4 In the event that you or the Issuer terminates this Agreement or your access to the Functions, or cancels your Platform Account, you remain liable for all activity conducted on or with your Platform Account while it was active and for all amounts due hereunder.

10. Fees

10.1 The Issuer and/or its service providers may charge fees in connection with the Platform and/or Functions it may determine in its sole discretion ("Fees"). Such Fees shall be prominently displayed on the Platform (as may be amended from time to time). You agree to pay the fees shown to you when you enter into a transaction. We may change any of the fees that the Issuer charges at any time, subject to a minimum notice period of at least seven (7) days, which shall be notified to you by email or by notice posted on the Platform itself.

10.2 The Fees are used to cover the operational costs of maintaining the Platform operations incurred across on-chain and off-chain venues, such as bank charges, transaction and/or gas fees.

10.3 The Fees are collected by the Issuer for operating the Platform. River Labs Pte. Ltd., an affiliate of the Company, will provide administration and technology support for the Platform and Functions for and on behalf of the Issuer (as the technical service provider).

10.4 The applicable Digital Asset network (i.e. Ethereum) or supported bridge may charge a fee in connection with blockchain transactions. You are responsible for all such fees of Incoming or Outgoing Transactions. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction, an estimate of which will be provided to you prior executing the transaction.

10.5 You are responsible for, and agree to pay, all fees as disclosed that may be charged by the Issuer in connection with the use of Functions on the Platform.

11. PRISM and xPRISM Specific Terms

11.1 To the extent that you utilize your Platform Account for any transaction or service involving the Digital Assets and PRISM Functions, the PRISM Terms (as set out in Schedule 1 herein) shall apply to all such transactions.

11.2 To the extent that you utilize your Platform Account for any transaction or service involving the Digital Assets and xPRISM Functions, the PRISM Terms (as set out in Schedule 1 and Schedule 2 herein) shall apply to all such transactions.

12. Mobile Functions

To the extent you access the Platform or any of the Functions through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. We are not responsible for any charges you incur from your mobile carrier as a result of use of the Platform. In addition, downloading, installing, or using certain mobile applications may be prohibited or restricted by your carrier, and not all Functions may work with all carriers or devices. You hereby confirm that with respect to any mobile phone number provided, you own the account corresponding to that mobile phone number or otherwise have the account holder’s permissions to use this service. By registering a mobile phone number you are agreeing to the specific terms set forth in this Section.

13. Transaction Limits

For security and compliance reasons, the Issuer reserves the right to impose such limits as may be applicable to the use of the Platform and Functions including the minting, redemption, transfer or velocity limits as we deem necessary provided that the same will be notified to you through authorized communication channels.

We further reserve the right to establish individual or aggregate transaction limits on the size or number of minting, redemptions, transfers, staking or other PRISM and/or xPRISM transactions that you initiate using your Wallet during any specified time period and the same will be communicated to you through authorized communication channels.

Higher transaction limits can be requested by submitting a written request to the Issuer.

Please note that any increase in transaction limit is subject to further due diligence by the Issuer and subject to the Issuer’s sole discretion based on the results of further assessment and compliance with our internal policies and applicable regulations. By using our services, you acknowledge and agree to abide by these limitations.

14. Right to Change/Remove Features or Suspend/Delay Transactions

Subject to Section 10 of the PRISM Terms and Section 10 of the xPRISM Terms, we reserve the right to change, suspend, or discontinue any aspect of the Functions or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network, or violates any term of this Agreement.

15. Platform Transactions

Transaction Processing: The Issuer is committed to providing efficient transaction processing for Users. However, processing times may vary depending on various factors, including the blockchain network's congestion, transaction complexity, and required confirmation or settlement. While every effort is made to facilitate prompt transactions, the Issuer is unable to guarantee immediate processing or completion of transactions.

16. Refunds; Reversals

Once a transaction has been initiated (including, but not limited to, a Digital Asset Transfer), it cannot be reversed or refunded, except as set forth in this Agreement. You may have additional refund or chargeback rights under your agreement with the recipient of any PRISM from your Wallet, your financial institution, or pursuant to applicable law. You should periodically review statements from your financial institution and any other service that you use to transact with Digital Assets, which should reflect all applicable transactions made using the related transaction method. You can also access the record of transactions on the Platform, in your Platform Account by logging into your Platform Account.

17. Blocked Addresses & Forfeited Assets

The Issuer reserves the right to “block” certain Digital Asset addresses that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the Terms or applicable laws (“Blocked Addresses”). In the event that you send Digital Assets to a Blocked Address, or receive Digital Assets from a Blocked Address, the Issuer may “block” your Wallet or associated addresses and take steps to terminate your Platform Account. In certain circumstances, the Issuer may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your Digital Assets. The Issuer may also be forced to freeze and potentially surrender the Digital Assets in the event it receives a legal order from a valid government authority requiring it to do so.

18. Taxes

The Company will maintain a record of your Platform transaction history, which you will be able to access through your Platform Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the transactions involving the PRISM, xPRISM and other Digital Assets that are held with your whitelisted Wallet address, and to collect, report, and remit the correct tax to the appropriate tax authority. This transaction history will include all transactions you complete with the Issuer in relation to the Platform and Functions including minting of PRISM, payments for minting PRISM, staking of PRISM in exchange for xPRISM, redemption of xPRISM for PRISM, redemption of PRISM for USDO, fiat or other supported stablecoins only, and shall exclude any transfers of PRISM or xPRISM (to other third party wallet addresses). The Issuer will make any tax withholdings or filings that we are required by law to make, but neither the Issuer nor the Company is responsible for determining whether taxes apply to your transaction(s), or for collecting, reporting, or remitting any taxes arising from any transaction.

19. Indemnification; Release

19.1 You agree to hold harmless and indemnify each of the Company, the Issuer and subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, service provider or partners from and against any claims, liabilities, losses, damages (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of this Agreement (and its Schedules), (ii) your misuse of the Platform, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Platform, and your holding or using of PRISM and/or xPRISM.

19.2 For the purpose of this Section, the term “losses” means all net costs incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

19.3 If you have a dispute with one or more Users or third parties, you unconditionally and irrevocably release the Issuer (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

20. Limitation of Liability; No Warranty

20.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ISSUER AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE FUNCTIONS, TO HOLD OR USE OR REDEEM PRISM AND/OR xPRISM AS APPLICABLE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE FUNCTIONS AND TRANSACTION(S) ENTERED INTO INVOLVING PRISM AND/OR xPRISM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES AND/OR FUNCTIONS INVOLVING PRISM AND/OR xPRISM.

20.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FUNCTIONS OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE FUNCTIONS AND TERMINATE YOUR ACCOUNT.

20.3 THE PRISM, xPRISM AND FUNCTIONS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE ISSUER, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ISSUER MAKES NO WARRANTY THAT (I) THE FUNCTIONS WILL MEET YOUR REQUIREMENTS, (II) THE FUNCTIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, FUNCTIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

20.4 The Issuer will make reasonable efforts to ensure that requests for Platform Account transactions executed through your Wallet are processed in a timely manner, but the Issuer makes no representations or warranties regarding the amount of time needed to complete processing because the Functions are dependent upon many factors outside of our control. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary in your applicable country.

21. Unauthorized and Incorrect Transactions

21.1 When any transaction occurs using your credentials (including, but not limited to, Digital Asset Transactions), we will assume that you authorized such transaction and the Issuer shall not be obligated to verify any such transaction and the Issuer bears no liability for any losses suffered by you pursuant to transactions that was not authorized by you.

21.2 Users are responsible for ensuring the accuracy of their Platform transaction details, including recipient addresses, amounts, and digital asset types. The Issuer is not liable for any losses or damages resulting from user errors or inaccurate transaction information. Once a transaction has been initiated, it cannot be reversed or modified. Please verify all transaction details before initiating any Platform Functions.

Error Transactions

21.3 If an Error (as defined below) occurs through your Platform Account, and you follow the procedures set forth in this Section, the Issuer may, on a goodwill basis and at its sole discretion, and in accordance with this Agreement, reimburse you for the full or partial amount of any eligible Unauthorized Digital Asset Transaction and such losses resulting from an Error.

What Constitutes an Error?

21.4 For purposes of this Section, an “Error” means one of the following:

(a) if your Wallet is charged for the minting of PRISM, the Issuer receives the relevant Digital Assets or fiat purchase price, but the corresponding PRISM is not minted or does not show up in your Wallet through the Platform Account,

(b) if you complete a redemption of PRISM for Digital Assets or fiat currency and the Digital Assets or fiat currency are not properly delivered by the Issuer to your Wallet or designated fiat account,

(c) if you elect to stake PRISM, the Staking Contract receives the PRISM but xPRISM is not minted or does not show up in your Wallet;

(d) if you elect to unstake PRISM, the Staking Contract burns the corresponding xPRISM but the corresponding PRISM does not show up in your Wallet;

(e) if you are entitled to receive Digital Assets or fiat currency from us to your Wallet or designated fiat account and we do not add the proper amount to your Wallet or designated fiat account,

(f) if the transaction records in your Platform Account and/or Wallet do not accurately reflect your transactions, or

(g) there is some other material mathematical or computational error by the Issuer in calculating minting or redemption amounts.

Notifying the Issuer of an Error

21.5 You should notify us immediately if you believe that (i) an Error has occurred, or (ii) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history.

21.6 In order for Errors to be potentially covered by the Issuer, you must notify us within sixty (60) days of such Error showing up in your transaction history and/or account statement. If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section.

Notification Process

21.7 The fastest and most efficient way to notify us of an Error is to contact the Issuer’s Support Team via email [email protected]. The Support Team will be deemed to have received your notification three (3) business days from the date of transmission of the email or upon written acknowledgment of the same, whichever is sooner.

21.8 However you choose to notify us, you must include:

(a) the name and email associated with your Platform Account;

(b) the Wallet blockchain address;

(c) a detailed description of what Error you believe occurred, or what information you need in order to determine if an Error occurred; and

(d) the amount of such Error.

21.9 Note that in connection with investigating and/or resolving any Error, we may need to request further information from you regarding the circumstances of the Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section.

Steps the Issuer Will Take Following Notification

21.10 Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Error. We will typically be able to complete our investigation within ten (10) days, but may require up to thirty (30) days if your Platform Account is new (meaning your Platform Account has been active for less than thirty (30) days at the time we receive your notification).

21.11 Sometimes, we may need more time in order to complete our investigation (up to thirty (30) days, or sixty

(60) days for a new account) and will notify you of any required extension of the investigation period.

21.12 Once we have completed our investigation, we will notify you of our decision within three (3) business days. If we determine that your claim of an Error is valid and eligible, we may (where applicable) credit your connected Wallet or fiat account with (at our discretion) an amount equivalent to the Error.

21.13 Regardless of the results of our investigation, we will send you an official written communication explaining the basis for our decision. If you have any questions or concerns regarding our decision, you can request further information regarding the details that led to our decision.

21.14 For the avoidance of doubt, the Company, Issuer and/or its Affiliates has no obligation under the terms of this User Agreement to respond or provide assistance to Users who do not hold a Platform Account.

Issuer Notifications

21.15 Save as for where expressly provided for, any notifications provided to you by the Issuer, whether in writing or by announcements on the Platform, the same shall be deemed to be accepted and acknowledged seven (7) days from the date of such notification.

Complaints Process

21.16 Should you wish to lodge any complaints with the Issuer, please contact the Issuer’s team at [email protected], listing the following details:

(a) Name

(b) Account details/reference

(d) Attach any screenshot/proof/receipt or document that substantiates the complaint

21.17 You will receive an acknowledgement of the complaint within 7 days of receipt by the Issuer.

21.18 Resolution of the complaint will depend on the details provided to our team to facilitate a swift follow-up, with the Issuer committed to provide a final response to the complaint within 2 months.

22. Risk Factors

By accepting the terms contained in this Agreement, you also acknowledge the risks set out at Schedule 4.

23. Governing Law; Dispute Resolution

23.1 This Agreement shall be governed by the laws of Bermuda. In the event of any dispute, controversy, difference, conflict or claim arising out of or relating to this Agreement or its performance, including without any limitation any question regarding its existence, validity, or a claim for unlawful act under applicable laws (“Dispute”), the Parties agree to attempt, for a period of thirty (30) days after the receipt by a Party of a notice from the other Party of the existence of the Dispute (“Settlement Period”), to settle the Dispute through good faith negotiations between the Parties.

23.2 In the event that the parties cannot resolve the Dispute informally, the Dispute shall be settled by binding arbitration in accordance with the rules of the arbitration body selected by the Company. The arbitration proceedings shall take place in Bermuda, and the language of the arbitration shall be English.

23.3 You agree that any Dispute resolution proceedings, including arbitration, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in any class action or class-wide arbitration against the Company or the Issuer related to any claim or Dispute.

24. Amendments

24.1 The Issuer may amend any portion of this Agreement and/or its Schedules at any time by posting the revised version of this Agreement on the Platform with an updated revision date. The changes will become effective immediately, and shall be deemed accepted by you, the first time you use the Platform and/or Functions after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to cease use of the Platform and PRISM product and terminate your use of the Functions and close your Platform Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement and/or its Schedules.

24.2 If the revised Agreement includes a material change, we will provide you with prior notice of at least thirty (30) days (“Notice Period”), via our website and/or written communication before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made (a) to comply with applicable laws and/or regulations, (b) to comply with a payment network, or (c) as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term.

24.3 Where the Issuer requires your acknowledgement of material updates, amendments, variations or modifications to the terms of the Agreement. If you do not acknowledge such updates, amendments, variations or modifications within the Notice Period, and you continue to use the Platform, Functions, PRISM and/or xPRISM, you will have been deemed to accept such changes. Should we not receive such acknowledgement, we may, at our discretion and subject to applicable laws, regulations, internal policies or directions from our regulator, commence steps to close your Platform Account.

24.4 If you do not agree to any update, amendment, variation or modification to the Agreement, you must stop using the Platform, Functions PRISM and xPRISM immediately. Your ongoing use of the Platform, Functions, PRISM and xPRISM shall constitute consent to any such update, amendment, variation or modification to this Agreement.

24.5 The Issuer reserves the right to make any update, amendment, variation or modification to these terms without prior advance notice to you in the event that it is required, as determined by the Issuer in its sole discretion, for reasons of security, legality or regulatory compliance, including but not limited to for reasons of compliance with any law, regulation, order from a court of competent jurisdiction or direction from our regulator. Such changes will become immediately effective and the Issuer will endeavor to notify you through the Platform or through other appropriate means as soon as possible thereafter.

25. Assignment

You may not transfer or assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void (it being understood and agreed that this Section shall not prohibit you from sending any Digital Assets from your Wallet in accordance with the terms hereof). We reserve the right to freely assign this Agreement (and its Schedules) and the rights and obligations of this Agreement (and its Schedules) to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Functions and terminate this Agreement by contacting the Issuer’s Support Team at [email protected] and asking us to close your Platform Account.

26. Change of Control

In the event that the Issuer is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

27. Survival; Force Majeure

27.1 Upon termination of your Platform Account or this Agreement for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

27.2 The Issuer shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labour conditions, power failures, equipment failures, and Internet disturbances.

28. Third Party Applications

28.1 The Issuer may in its absolute discretion, now or in the future, integrate with or provide access on its Platform to third-party services, tools or platforms to provide additional functionality to its Users or to enhance the user experience (“Third Party Functionality”).

28.2 By using these third-party services, you agree to their respective terms and conditions, privacy policies, and any other applicable agreements. You also agree that by interacting with such Third Party Functionality with your Wallet, you acknowledge that you may be granting permission to a third party to take specific actions on your behalf which does not relieve you of your responsibilities under this Agreement, and you acknowledge and agree that you will not hold the Issuer responsible for, and will indemnify and hold harmless The Issuer from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

28.3 In such cases, you agree that the Issuer will not and does not provide such Third Party Functionality as principal or agent and that any interactions with such available services involving a User’s Wallet, Digital Assets or assets shall be at the User’s own risk and discretion. The integration or provision of access to Third Party Functionality does not constitute an endorsement, guarantee, or recommendation by the Issuer. We are not responsible for the content, accuracy, reliability, or performance of these third-party services.

28.4 You acknowledge that the use of third-party services may involve risks, including security, data privacy, or other risks, and that the Issuer shall not be liable for any losses, damages, or other consequences arising from your use of such services.

29. Website; Third Party Content

The Issuer strives to provide accurate and reliable information and content on the Platform, but such information may not always be correct, complete, or up to date. The Issuer will update the information on the Issuer website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Platform may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by the Issuer of any products or services, nor the provision of such services or content to you. The Issuer shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Platform or in any Third Party Content.

30. Proprietary Rights

30.1 The website(s) that the Company and/or Issuer utilizes for its business, including the website content and its Platform and Functions, are protected by copyright, trademarks and other forms of proprietary rights. All rights, title and interest in the Website content and its Functions are owned by, licensed to or controlled by the Company. Unless otherwise stated in the copyright attribution of any Website content, the Company has the sole copyright to all works on the Website.

30.2 "PRISM", "xPRISM", "USDO", “USDO Product”, “Open US Dollar”, and all logos related to the Functions are either trademarks, or registered or unregistered marks of the Company or its licensors. Whether or not you have a Platform Account, you may not copy, imitate, or use them without the Company's prior written consent. All right, title, and interest in and to the Company's website, any content thereon, the Functions, and all technology and any content created or derived from any of the foregoing is the exclusive property of the Company and its licensors. The Company reserves the right to register such trademarks in the future, and any unauthorized use of such trademarks, whether registered or unregistered, you will not infringe the rights of the Company or its licensors.

30.3 Any other use of the Functions or the Platform is expressly prohibited. The Company (and its licensors) reserve all rights. You agree that this Agreement does not grant you any rights in (or licenses) to the Functions. Except as expressly authorized by the Company, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Functions or the Platform, in whole or in part. No part of any works on the Website may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, whether electronic, mechanical, photocopying, recording, or otherwise, without written permission from the Company. You may, however, download or print a single copy for your own noncommercial off-line viewing. If you violate any portion of this Agreement (and/or its Schedules), your permission to access and use the Functions and your Platform Account may be terminated pursuant to this Agreement.

30.4 Certain product and company names mentioned on this Website or material displayed on this Website may be intellectual property belonging to third parties. The Company does not warrant or represent that if you use such material, you will not infringe the legal rights of these third parties.

31. Legal Compliance

31.1 Your use of the Platform and Functions are subject to the laws, regulations, and rules of Bermuda, including, without limitation, all applicable tax, AML and CTF provisions.

31.2 The Company's compliance efforts encompass guidelines and sanctions from various authorities, such as the Bermuda Monetary Authority, the US Treasury Department, the Office of Foreign Assets Control (OFAC), Her Majesty's Treasury (HM) List, CFSP (EU) Sanctions, the Financial Crimes Enforcement Network (FinCEN), the United Nations Security Council, the Financial Intelligence Agency (FIA), international regulators, and other applicable AML, anti-corruption, and economic sanctions laws. We have designed our policies and procedures to ensure adherence to these legal frameworks, maintaining the highest levels of transparency, security, and integrity. Users are also required to abide by these legal requirements and collaborate with the Company and/or the Issuer in upholding a compliant and secure platform.

31.3 You unequivocally agree and understand that by registering a Platform Account and using the Functions in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section, where applicable). For the avoidance of doubt, continued use of your Platform Account and the Company/the Issuer’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations. The Company's AML and CTF procedures are guided by all applicable Bermuda laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

31.4 You agree, represent, and warrant that all fiat currency and/or Digital Tokens utilized by you for purposes of minting PRISM or accessing the Functions through your Platform Account are not the direct or indirect proceeds of any criminal or fraudulent activity.

31.5 The Functions are subject to economic sanctions programs administered in the countries where we conduct business, pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using our Platform and any Functions, you represent that your actions are not in violation of such sanctions programs. Without limiting the foregoing, you may not use the Functions if (i) you are a resident, national or agent of a jurisdiction subject to comprehensive sanctions by United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (“Restricted Territories”), (ii) you are on the Lists of Designated Individuals and Entities (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons (as further defined in the PRISM Terms and xPRISM Terms).

32. Cyber-attacks and fraudulent activity

32.1 There may be attempts to steal the digital assets held by the Issuer. The nature of digital assets exposes Users to an increased risk of fraud or cyber-attack. Digital assets, your Platform Account, any service provided by the Company or the Issuer, and the Platform may be targeted by malicious persons who may attempt to steal information, digital assets or fiat currency, or otherwise intervene in a digital asset transaction or any service provided by the Company or the Issuer. This includes (but is not limited to) interventions by way of distributed denial of service, sybil attacks, phishing, social engineering, hacking, smurfing, malware, double spending, majority-mining, consensus-based or other mining attacks, misinformation campaigns; forks; and spoofing.

32.2 Cyber-attacks resulting in the thefts of digital assets are common. Victims may have difficulty recovering any losses resulting from these attacks. This could result in significant loss and/or other impacts that may materially affect your interests.

32.3 The above events may affect the features, functions, operation, use, access or other properties of the PRISM, xPRISM, the Functions and the Platform or any services provided by the Company or the Issuer. While the Company and the Issuer will endeavour to adopt industry best practices to keep digital assets and User information safe, successful cyber thefts and other fraudulent activities set out above may still occur.

32.4 The Company shall, or shall otherwise procure that the Issuer, disclose to affected Users a cyber reporting event (as defined under section 2(1) of DABA) where a breach leads to unauthorized access to or misuse of a User's information.

33. Entire Agreement

33.1 The written terms and conditions of this Agreement and its Schedules, including documents entered into pursuant to this Agreement; The Platform’s policies governing the Functions referenced herein (including, without limitation, those set forth in the PRISM and xPRISM Terms; the Acceptable Use Policy; the Privacy Policy; the Cookie Policy; and the E-Sign Consent Policy) constitute the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and supersede any previous written or oral agreement between the Parties in relation to matters contained in this Agreement. No Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of any other Party which is not set out or referred to in this Agreement. Nothing in this Section shall however operate to limit or exclude liability for fraud, wilful misconduct or willful concealment by any Party.

34. Invalidity

34.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification that is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

34.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Section 34.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Section 34.1, not be affected.

35. Remedies and Waivers

No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

36. No Third Party Rights

Save as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right to enforce or enjoy any benefit of any provision of this Agreement under the Contracts (Rights of Third Parties) Act 2016.

37. Segregated of Accounts and Limited Recourse

37.1 For the avoidance of doubt, it is hereby declared and agreed that any provision of this Agreement relating to the segregation of assets or liabilities of Segregated Account PRISM (the "Segregated Account") shall be governed by and construed in accordance with the SAC Act, and the parties to this Agreement hereby expressly acknowledge that they may not contract otherwise in this regard. In the event there is any conflict between this Agreement and the SAC Act, the provisions of the SAC Act shall prevail.

37.2 It is agreed that each User with a Platform Account shall become a counterparty (as such term is defined under the SAC Act) of the Segregated Account upon the purchase of the PRISM product.

37.3 This Agreement confers no rights to the User other than the rights specifically set forth in this Agreement. Except as required by Bermuda law, this Agreement confers no voting rights on the Users relative to either the affairs of the Segregated Account, the affairs of any or all other segregated accounts of the Company or of the general account of the Company (as defined under the SAC Act) (the "General Account").

37.4 The Company shall ensure that all assets linked to the Segregated Account are segregated, separate and separately identifiable from the assets linked to any other segregated account of the Company and the General Account and that assets and liabilities linked to any segregated account shall not be transferred between segregated accounts.

37.5 The assets of the Segregated Account shall be kept segregated within the meaning of the SAC Act and separate and distinct from all other funds and assets of the Company and are not chargeable with any liability arising from any other business of the Company. Except for claims relating directly to the Segregated Account, the Company, its other shareholders, its other counterparties and its other creditors shall have no recourse or right (whether with respect to its General Account or any of its other segregated accounts) to the assets and properties of the Segregated Account, and the assets and properties of the Segregated Account shall not be used with respect to the obligations of the General Account or the obligations of any of the Company's other segregated accounts or any other persons, whether during the insolvency, bankruptcy or financial impairment of the Company, its other segregated accounts, its other shareholders, or Affiliates, or otherwise. The Company shall ensure that the assets of the Segregated Account will at all times be maintained separately from, and will not be commingled with, the assets of the Company (whether under its General Account or under any of its other segregated accounts) or the assets of any other person or entity.

37.6 Each User acknowledges and agrees there shall only be recourse to the assets of the Segregated Account and that (except where all relevant parties may expressly agree otherwise, and in accordance with the provisions of section 17A of the SAC Act) in the event of the exhaustion of the assets linked to the Segregated Account, there shall be no recourse by any party to the assets which are linked to any other segregated account established by the Company or to the General Account and that there is no obligation whatsoever for the Company to use any of its property or assets to satisfy any claim in the event of the exhaustion of the assets of the Segregated Account.

37.7 Notwithstanding the foregoing, the parties agree that as per Section 2.3, each User acknowledges and accepts that (i) a PRISM represents a contractual right (subject to the terms of this User Agreement), against the Issuer, to receive the corresponding value in USDO or other supported digital assets on redemption of said PRISM, subject always to Section 1.2 of Schedule 1 and (ii) a xPRISM represents a contractual right (subject to the terms of this User Agreement), against the Issuer, to receive (a) the corresponding number of PRISM on burning of said xPRISM at the applicable Exchange Rate, and expressly acknowledges and agrees it has no proprietary right or ownership interest (direct or indirect) in the PRISM Reserve Assets and Yield held in the Segregated Account which are solely held by the Issuer to facilitate the redemption of PRISM for USDO or other supported digital assets and the maintenance of the Exchange Rate redemption of PRISM respectively. At no time does the Company have a beneficial interest in the Reserve Assets.

38. User Support

Please visit contact our Support Team at [email protected] to report any (i) violations of this Agreement (and its Schedules), (ii) update any contact or other User details; (iii) or to ask any questions regarding the Platform, the Prism, the xPRISM, the User Agreement or the Functions, as applicable.

Schedule 1

PRISM Terms

These PRISM Terms (“PRISM Terms”) augment the User Agreement in respect of, and governs your use of, the Platform Account (as defined in the User Agreement) for any transactions involving PRISM (as defined in Paragraph 2 below) on the Platform.

By using or holding PRISM, you understand and expressly agree to these PRISM Terms and you acknowledge that you have reviewed and understand this document and the disclosures set out therein.

By holding PRISM, or using any of the PRISM Functions, you agree that you have read, understood and accepted all of the terms and conditions contained in these PRISM Terms, as well as our Privacy Policy, Cookie Policy, Acceptable Use Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies.

(1) About the PRISM

1.1 The PRISM token to be issued by OpenEden Digital Limited (the "Company"), acting on behalf of Segregated Account PRISM (the “Issuer”) are intended to act as a synthetic dollar protocol. The PRISM is backed by underlying Digital Assets that are deployed into different strategies as set out below (collectively, the “PRISM Reserve Assets”).

1.2 The PRISM is an ERC20 token that will seek to maintain a NAV not exceeding USD1.00 per PRISM, however, the Issuer does not guarantee that the value of a PRISM will always or ever equal USD1.00 on the Platform or any third party platform. PRISM Reserve Assets are managed by a third party licensed investment manager (“Manager”) who will deploy PRISM Reserve Assets into various strategies as may be set out on our Website and updated from time to time. The foregoing, together with identified (and currently unknown risk) risk factors (as may be set out the Risks section of this User Agreement) may result in PRISM Reserve Assets being unable to maintain a notional USD1.00 value of each PRISM in circulation.

1.3 The PRISM Reserve Assets of the Company will be managed in accordance with a delta-neutral multi-strategy approach operated by the Manager (“Strategies”) and will comprise of assets as set out on the Website’s Transparency Page

1.4 The Company will engage the Manager to manage the PRISM Reserve Assets on behalf of the Company. Accordingly, the composition of the PRISM Reserves Assets will fluctuate and may or may not include one or more of the category of assets listed above.

1.5 Interest accrued through the PRISM Reserve Assets will be assets of the Issuer and not available to PRISM holders.

1.6 To purchase the PRISM, the User, must clear the Issuer’s onboarding, AML/KYC process, whitelist its Wallet and subsequently deposit a minimum of USD1.00 (in its equivalent USDC form, any equivalent in supported stablecoins, or supported fiat currency) from their connected Wallet or bank account (where available) to the Issuer’s designated custodial account held with its licensed custodial service provider. Upon deposit, the User will receive PRISM in return with a value equivalent to the deposited USDO (or any supported stablecoins or fiat currency). The number of PRISM received is based on the prevailing PRISM to USD exchange rate at the time of deposit. This PRISM to USD exchange rate will be used to calculate the corresponding value of USDO to determine the amount of USD to be deposited to enable the issuance of the PRISM.

1.7 The PRISM is redeemable in accordance with the User Agreement and the redemption amount is calculated in accordance with the redemption provisions in the User Agreement. The purchased PRISM will be held in the User’s own whitelisted Wallet, as pre-approved and screened by the Issuer. At present, notwithstanding the PRISM as issued pursuant to this Agreement can only be minted and redeemed via the Platform by whitelisted and onboarded Users of the Issuer, the PRISM is freely transferable.

1.8 For the avoidance of doubt, PRISM is not a stablecoin equivalent to other commonly used stablecoins such as USDC and USDT. PRISM is also not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to a holder of PRISM.

1.9 While intended to be used by or on third party platforms, the Issuer does not and cannot control how third parties quote or value PRISM, and the Issuer, accordingly is not responsible for any losses or other issues that may result from fluctuations in the value of PRISM on such third party platforms.

1.10 Please refer to our Risk section for more information.

(2) Scope of PRISM

2.1 As you have agreed to and are subject to the terms as described in the foregoing paragraphs, the Issuer makes available the following PRISM-related functions: (i) minting PRISM for USDO (or any supported stablecoins or fiat currency) from the Issuer, (ii) redeeming PRISM for USDO (or any supported stablecoins or fiat currency) from the Issuer (collectively, the “PRISM Functions”). Your use of the PRISM Functions is subject to these PRISM Terms. Any of the PRISM Functions can be discontinued at any time in accordance with Paragraph 9 of these PRISM Terms.

2.2 As set out in the above Paragraph 1.6 of these PRISM Terms, to mint PRISM using USDO (or any supported stablecoins or fiat currency), the User must transfer a minimum of USD1.00 in the form of USDO (or any supported stablecoins or fiat currency) from their connected Platform connected Wallet or fiat account to the Issuer’s designated custodial account held with its licensed custodial service provider. In return, the User will receive newly minted PRISM equivalent to the USD value of the USDO (or any supported stablecoins or fiat currency) transferred at the time of minting, net of any applicable fees as disclosed to the User. The number of PRISM that Users will receive is determined by the prevailing PRISM to USD exchange rate at the time of deposit. This PRISM to USD will be used to calculate the corresponding value of USDO to determine the amount of USD to be deposited to enable the issuance of the PRISM.

2.3 The PRISM can be redeemed in accordance with the formula set out below, for USDO (or the equivalent any supported stablecoins or fiat currency) at any time by Users only. Users who hold PRISM have the option to exchange them back for USDO (or any supported stablecoins or fiat currency) by using the Platform. The process of redeeming PRISM is initiated by the User through a redemption request on the Platform. Such redemption requests will be placed on queue and the redemption will be processed upon sufficient liquidity of USDO (or any supported stablecoins or fiat currency) becoming available (i.e. the Issuer’s liquidation of underlying PRISM Reserve Assets). Once the redemption is complete, the PRISM will be "burnt" i.e. permanently removed from circulation.

[] (“CR”)

If CR = 1.0 or higher, PRISM redemption will be at PRISM = 1 USDO

If CR < 1.0, PRISM redemption will be at 1 PRISM = 1 USDO x CR

Eg. If CR is at 0.45

1 PRISM = (1 USDO x 0.45) = 0.45 USDO

2.4 Currently, the PRISM can only be minted and redeemed through the Platform by onboarded Users. The PRISM can be transferred on the secondary market, however will only be redeemable through the Platform. You further represent and warrant that prior to any Outbound Transfers, you have an obligation to inform and have indeed informed any transferee of the terms set out herein (including the Schedules).

(3) Applicable Laws and Regulations

3.1 Your holding and use of PRISM, and any use of the PRISM Functions, is subject to the User Agreement (which include by reference, these PRISM Terms, and applicable laws, regulations, and rules instituted by the Bermuda Monetary Authority including, without limitation, all applicable anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions). You agree to act in compliance with and be legally bound by these PRISM Terms and all applicable laws and regulations. The obligations owed to you by the Issuer under these PRISM Terms are conditional on your continued compliance at all times with these PRISM Terms and all applicable laws and regulations.

3.2 Applicable laws require us to take measures to prevent Restricted Persons from holding PRISM and using PRISM Functions. A “Restricted Person” means any person that is the subject or target of any sanctions, including a person that is:

(a) named in any sanctions-related list maintained by the United Nations (“UN”) or Office of Foreign Assets Control (“OFAC”) including Lists of Designated Individuals and Entities and OFAC Sanctioned Countries; or any similar list maintained by any other relevant governmental authority;

(b) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide sanctions or other Restricted Territory (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria);

(c) the following restricted jurisdictions: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States, Canada and Venezuela, Yemen, Zimbabwe;

(d) owned or controlled by any such person or persons listed above; and

(e) U.S. or Canadian Persons.

For the purposes of these PRISM Terms, a "U.S. Person" means any of the following:

1. A U.S. Citizen or U.S. Resident, which includes:

(i) U.S. citizens;

(ii) U.S. lawful permanent residents;

(iii) Individuals who meet the “substantial presence” test described in section

7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);

(iv) Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or

(v) Individuals who hold a passport issued by the United States Government;

2. A corporation, partnership, or other entity established or organized in or under the laws of the United States;

3. Any estate of a decedent who was a citizen or a resident of the United States;

4. Any trust if:

(i) A court within the United States is able to exercise primary supervision over the

administration of the trust, and

(ii) One or more United States Persons have the authority to control all substantial

decisions of the trust;

5. Any Person organized or incorporated outside the United States and its territories or insular possessions in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly:

(i) Holds a 50 percent or greater equity interest by votes or value;

(ii) Holds a majority of seats or memberships on the board of directors of the entity; or

(iii) Authorizes, establishes, directs, or otherwise controls the actions, policies, of the entity.]

(4) Eligibility; Limitations

4.1 Platform Accounts, PRISM Functions and support for PRISM are currently only available to individuals and institutions (as applicable) located in supported jurisdictions and excludes the United States of America, Canada and Restricted Territories.

4.2 By holding or using PRISM, or accessing or using the PRISM Functions, you further represent and warrant that:

(a) you are at least 18 years old, are not a Restricted Person, and are not holding PRISM on behalf of a Restricted Person; and

(b) you will not be using PRISM or the PRISM Functions (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed below at Schedule 3 (Acceptable Use Policy) in this Agreement.

4.3 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these PRISM Terms and that any misrepresentation by you is a violation of these PRISM Terms.

4.4 If PRISM suspects or determines that you or any of your authorized users or customers, as applicable, have violated this these PRISM Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined above in Section 17 of the User Agreement) or attempting to engage or engaging in Restricted Activities or Prohibited Activities or Transactions, and you have a Platform Account, then the Issuer may be forced to terminate your Platform Account and you may forfeit any PRISM otherwise eligible for redemption and/or any USDO, Digital Assets of fiat currency otherwise available on redemption of PRISM.

4.5 Notwithstanding the foregoing, the Issuer may determine not to make PRISM or the PRISM Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account.

4.6 Use of certain PRISM Functions in a Platform Account may have further eligibility requirements that will need to be verified prior to you using such PRISM Functions, or from time to time in order to continue your use of the PRISM Functions, and may be subject to additional terms and conditions.

(5) AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF, in particular, the laws of Bermuda. These standards are designed to prevent the use of the PRISM Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

(6) PRISM Supported Blockchains and Smart Contract Modifications

6.1 PRISM operates on PRISM Supported Blockchains which currently consists of the Ethereum blockchains, as may be supplemented as the Issuer may deem necessary. The Issuer does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any PRISM Supported Blockchain. Any such attacks or delays on any PRISM Supported Blockchain might materially delay or prevent you from sending or receiving PRISM, and the Issuer shall bear no responsibility for any losses that result from such issues.

6.2 Note that in certain circumstances, including, but not limited to, a copy or fork of an PRISM Supported Blockchain or the identification of a security issue with an PRISM Supported Blockchain, the Issuer may be forced to suspend all activities relating to PRISM (including redeeming PRISM for USDO, Digital Assets or fiat currency, or sending and receiving PRISM) for an extended period of time (“Downtime”) until such Downtime is over and PRISM Functions can be restored. This Downtime will likely occur immediately upon a copy or fork of any PRISM Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving PRISM.

6.3 The Issuer reserves the right to migrate PRISM to another blockchain or protocol in the future in its reasonable discretion. Upon the Issuer’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your PRISM to another blockchain or protocol identified by the Issuer. If you fail to effectuate such migration, the PRISM may not be compatible with your Platform Account going forward. The Issuer will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your PRISM to another blockchain or protocol identified by the Issuer.

(7) Transactions with Third Parties

7.1 Under no circumstances shall it be construed that, in case of your access to and use of systems, services, content, materials, products or programmes of any third party, the Issuer is a party to any transaction, if any, between you and such third party.

7.2 You understand and agree that the Issuer does not control any products, systems, content, materials, programmes or services sold or offered by third parties that support the use of the PRISM tokens, whether as a means of payment or as a mechanism that incorporates any PRISM Functions. You acknowledge and agree that you will be solely responsible for any access or use of third party systems, services, content, materials, products or programmes, if contained in or provided on or via the Platform. If you access or use such third party systems, services, content, materials, products or programmes, you must comply with the relevant terms and conditions for the access or the use thereof, including where relevant, any eligibility requirements to access such third party systems, services, content, materials, products or programmes.

7.3 The Issuer shall not be liable in any way for your access to and use of systems, services, content, materials, products or programmes of any third party, or for any PRISM purchases/sales made in relation thereto, each of which shall be your responsibility or that of the relevant third party.

7.4 The Issuer is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable laws and regulations (including any consequences for illegal transactions that might be triggered under these PRISM Terms), the quality and delivery of such products and services purchased/accessed with PRISM, or your satisfaction with any products or services, the purchase of which is facilitated by the PRISM or the PRISM Functions. If you are not satisfied with any goods or services purchased from a third party using the PRISM, you must handle those issues directly with the third-party seller.

(8) Currency Conversion

The Issuer is not responsible for any processing delays that may result in connection with completing any currency conversion in relation to the purchase or sale of PRISM.

(9) Right to Change/Remove Features or Suspend/Delay Transactions

We reserve the right to (i) change, suspend, or discontinue any aspect of the PRISM Functions at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance or redemption without prior notice and may limit or suspend your use of one or more Functions at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the PRISM Functions will not affect your rights and obligations pursuant to these PRISM Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these PRISM Terms.

(10) Inactive Accounts

10.1 The Issuer reserves the right to deactivate any Platform Account in the event that any of the following conditions are satisfied:

(i) Where an account has been whitelisted/created but no PRISM has been purchased or redeemed for six (6) months;

(ii) Where an account has been inactive for at least six (6) months; or

(iii) Where the Issuer and/or the Company decides to liquidate.

10.2 Prior to the deactivation of any Platform Account, the Issuer’s team will reach out to you with respect to the status of your Platform Account. If no response is received from you within fourteen (14) days of such communication, the Issuer may immediately deactivate your account. Deactivation shall mean the de-whitelisting of your personal digital asset wallet address, resulting in the loss of your ability to access the Platform Functions and purchase/redeem any PRISM you hold.

10.3 Please reach out to the team at [email protected] to discuss reactivation of your account or any questions in relation to an account deactivation.

(11) Assignment

11.1 You may not transfer or assign any of your rights or obligations under these PRISM Terms hereunder, by operation of law or otherwise and any such attempted assignment shall be void, save where such transfer or assignment has been conducted in accordance with these PRISM Terms.

11.2 We reserve the right to freely assign the Issuer’s rights and obligations under these PRISM Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may redeem your PRISM through your Account; you may also stop using our PRISM Functions, and terminate your Account by contacting Support at [email protected] and asking us to close your Platform Account.

(12) Support

For any queries, assistance or feedback in relation to the PRISM the Platform or your Platform Account, please contact support at [email protected].

Schedule 2

xPRISM Terms

These xPRISM Terms (“xPRISM Terms”) augment the User Agreement in respect of, and governs your use of, the Platform Account (as defined in the User Agreement) for any transactions involving xPRISM (as defined in Paragraph 2 below) on the Platform.

By using or holding xPRISM, you understand and expressly agree to these xPRISM Terms and you acknowledge that you have reviewed and understand this document and the disclosures set out therein.

By holding xPRISM, or using any of the xPRISM Functions, you agree that you have and/or will be deemed to have read, understood and accepted all of the terms and conditions contained in these xPRISM Terms, as well as our Privacy Policy, Cookie Policy, Acceptable Use Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies.

(1) About the xPRISM

1.1 The xPRISM is an ERC20 token that will be issued by the Staking Contract when a PRISM holder stakes their PRISM. xPRISM is intended to be the reward-accruing version of PRISM, accruing such rewards through the deployment of Yield generated by the PRISM Reserve Assets.

1.2 The value of the xPRISM to be received for the staking of PRISM shall be calculated as follows (“Exchange Rate”):

[]

1.3 Interest accrued through the Manager’s management of the PRISM Reserve Assets in accordance with the Strategies (net of fees where applicable) (the "Yield") will be utilized to purchase PRISM that will be transferred to the Staking Contract, raising the Exchange Rate of xPRISM.

1.4 To obtain xPRISM, a User must deposit a minimum of 1 PRISM from their connected Wallet to the Staking Contract. Upon deposit, the User will receive xPRISM based on the PRISM Exchange Rate at the time of the xPRISM is staked.

1.5 The staking/unstaking of xPRISM shall be on the terms of and in accordance with this User Agreement and the Exchange Rate between PRISM/xPRISM will be calculated in accordance with this User Agreement. At present, while xPRISM can only be minted through the depositing of PRISM which is only obtainable on a primary basis through a Platform Account held by onboarded Users, the xPRISM is freely transferable.

(2) Scope of xPRISM

2.1 As you have agreed to and are subject to the terms as described in the foregoing paragraphs, the Issuer makes available the following xPRISM-related functions: (i) xPRISM/PRISM Staking Contract, which enables the: (a) staking of PRISM in exchange for xPRISM (calculated at the Exchange Rate); and (b) unstaking of PRISM by sending xPRISM to the Staking Contract (calculated at the Exchange Rate) (collectively, the “xPRISM Functions”). Your use of the xPRISM Functions is subject to these xPRISM Terms. Any of the xPRISM Functions can be discontinued at any time in accordance with Paragraph 9 of these xPRISM Terms.

2.2 As set out in the above Paragraph 1.4 of these xPRISM Terms, To obtain xPRISM, a User must deposit a minimum of 1 PRISM from their connected Wallet to the Staking Contract. Upon deposit, the User will receive xPRISM based on the PRISM Exchange Rate at the time of the xPRISM is staked.

2.3 Currently, the xPRISM can be transferred on the secondary market. You further represent and warrant that prior to any Outbound Transfers, you have an obligation to inform and have indeed informed any transferee of the terms set out herein (including the Schedules).

(3) Applicable Laws and Regulations

3.1 Your holding and use of xPRISM, and any use of the xPRISM Functions, is subject to the User Agreement (which include by reference, these xPRISM Terms, and applicable laws, regulations, and rules instituted by the Bermuda Monetary Authority including, without limitation, all applicable anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions). You agree to act in compliance with and be legally bound by these xPRISM Terms and all applicable laws and regulations. The obligations owed to you by the Issuer under these xPRISM Terms are conditional on your continued compliance at all times with these xPRISM Terms and all applicable laws and regulations.

3.2 Applicable laws require us to take measures to prevent Restricted Persons from holding xPRISM and using xPRISM Functions. A “Restricted Person” means any person that is the subject or target of any sanctions, including a person that is:

(i) named in any sanctions-related list maintained by the United Nations (“UN”) or Office of Foreign Assets Control (“OFAC”) including Lists of Designated Individuals and Entities and OFAC Sanctioned Countries; or any similar list maintained by any other relevant governmental authority;

(ii) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide sanctions or other Restricted Territory (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria);

(iii) the following restricted jurisdictions: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States, Canada and Venezuela, Yemen, Zimbabwe;

(iv) owned or controlled by any such person or persons listed above; and

(v) U.S. or Canadian Persons.

For the purposes of these PRISM Terms, a "U.S. Person" means any of the following:

1. A U.S. Citizen or U.S. Resident, which includes:

(i) U.S. citizens;

(ii) U.S. lawful permanent residents;

(iii) Individuals who meet the “substantial presence” test described in section

7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);

(iv) Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or

(v) Individuals who hold a passport issued by the United States Government;

2. A corporation, partnership, or other entity established or organized in or under the laws of the United States;

3. Any estate of a decedent who was a citizen or a resident of the United States;

4. Any trust if:

(i) A court within the United States is able to exercise primary supervision over the

administration of the trust, and

(ii) One or more United States Persons have the authority to control all substantial

decisions of the trust;

(i) Holds a 50 percent or greater equity interest by votes or value;

(ii) Holds a majority of seats or memberships on the board of directors of the entity; or

(iii) Authorizes, establishes, directs, or otherwise controls the actions, policies, of the entity.]

(4) Eligibility; Limitations

4.1 Platform Accounts, xPRISM Functions and support for xPRISM are currently only available to individuals and institutions (as applicable) located in supported jurisdictions and excludes the United States of America, Canada and Restricted Territories.

4.2 By holding or using xPRISM, or accessing or using the xPRISM Functions, you further represent and warrant that:

(i) you are at least 18 years old, are not a Restricted Person, and are not holding xPRISM on behalf of a Restricted Person; and

(ii) you will not be using xPRISM or the xPRISM Functions (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed below at Schedule 3 (Acceptable Use Policy) in this Agreement.

4.3 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these xPRISM Terms and that any misrepresentation by you is a violation of these xPRISM Terms.

4.4 If xPRISM suspects or determines that you or any of your authorized users or customers, as applicable, have violated this these xPRISM Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined above in Section 17 of the User Agreement) or attempting to engage or engaging in Restricted Activities or Prohibited Activities or Transactions, and you have a Platform Account, then the Issuer may be forced to terminate your Platform Account and you may forfeit any xPRISM otherwise eligible for redemption and any PRISM otherwise available upon redemption of xPRISM.

4.5 Notwithstanding the foregoing, the Issuer may determine not to make xPRISM or the xPRISM Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account.

4.6 Use of certain xPRISM Functions in a Platform Account may have further eligibility requirements that will need to be verified prior to you using such xPRISM Functions, or from time to time in order to continue your use of the xPRISM Functions, and may be subject to additional terms and conditions.

(5) AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF, in particular, the laws of Bermuda. These standards are designed to prevent the use of the xPRISM Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

(6) xPRISM Supported Blockchains and Smart Contract Modifications

6.1 xPRISM operates on xPRISM Supported Blockchains which currently consists of the Ethereum and Base blockchains, as may be supplemented as the Issuer may deem necessary. The Issuer does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any xPRISM Supported Blockchain. Any such attacks or delays on any xPRISM Supported Blockchain might materially delay or prevent you from sending or receiving xPRISM, and the Issuer shall bear no responsibility for any losses that result from such issues.

6.2 Note that in certain circumstances, including, but not limited to, a copy or fork of an xPRISM Supported Blockchain or the identification of a security issue with an xPRISM Supported Blockchain, the Issuer may be forced to suspend all activities relating to xPRISM (including redeeming xPRISM for PRISM or sending and receiving xPRISM) for an extended period of time (“Downtime”) until such Downtime is over and xPRISM Functions can be restored. This Downtime will likely occur immediately upon a copy or fork of any xPRISM Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving xPRISM.

6.3 The Issuer reserves the right to migrate xPRISM to another blockchain or protocol in the future in its reasonable discretion. Upon the Issuer’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your xPRISM to another blockchain or protocol identified by the Issuer. If you fail to effectuate such migration, the xPRISM may not be compatible with your Platform Account going forward. The Issuer will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your xPRISM to another blockchain or protocol identified by the Issuer.

(7) Transactions with Third Parties

7.2 You understand and agree that the Issuer does not control any products, systems, content, materials, programmes or services sold or offered by third parties that support the use of the xPRISM tokens, whether as a means of payment or as a mechanism that incorporates any xPRISM Functions. You acknowledge and agree that you will be solely responsible for any access or use of third party systems, services, content, materials, products or programmes, if contained in or provided on or via the Platform. If you access or use such third party systems, services, content, materials, products or programmes, you must comply with the relevant terms and conditions for the access or the use thereof, including where relevant, any eligibility requirements to access such third party systems, services, content, materials, products or programmes.

7.3 The Issuer shall not be liable in any way for your access to and use of systems, services, content, materials, products or programmes of any third party, or for any xPRISM purchases/sales made in relation thereto, each of which shall be your responsibility or that of the relevant third party.

7.4 The Issuer is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable laws and regulations (including any consequences for illegal transactions that might be triggered under these xPRISM Terms), the quality and delivery of such products and services purchased/accessed with xPRISM, or your satisfaction with any products or services, the purchase of which is facilitated by the xPRISM or the PRISM Functions. If you are not satisfied with any goods or services purchased from a third party using the PRISM, you must handle those issues directly with the third-party seller.

(8) Currency Conversion

The Issuer is not responsible for any processing delays that may result in connection with completing any currency conversion in relation to the purchase or sale of xPRISM.

(9) Right to Change/Remove Features or Suspend/Delay Transactions

We reserve the right to (i) change, suspend, or discontinue any aspect of the xPRISM Functions at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance or redemption without prior notice and may limit or suspend your use of one or more Functions at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the xPRISM Functions will not affect your rights and obligations pursuant to these xPRISM Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these PRISM Terms.

(10) Inactive Accounts

10.1 The Issuer reserves the right to deactivate any Platform Account in the event that any of the following conditions are satisfied:

(i) Where an account has been whitelisted/created but no xPRISM has been purchased or redeemed for six (6) months;

(ii) Where an account has been inactive for at least six (6) months; or

(iii) Where the Issuer and/or the Company decides to liquidate.

10.3 Please reach out to the team [email protected] to discuss reactivation of your account or any questions in relation to an account deactivation.

(11) Assignment

11.1 You may not transfer or assign any of your rights or obligations under these xPRISM Terms hereunder, by operation of law or otherwise and any such attempted assignment shall be void, save where such transfer or assignment has been conducted in accordance with these xPRISM Terms.

11.2 We reserve the right to freely assign the Issuer’s rights and obligations under these xPRISM Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may redeem your xPRISM through your Account; you may also stop using our PRISM Functions, and terminate your Account by contacting Support at [email protected]om and asking us to close your Platform Account.

(12) Support

For any queries, assistance or feedback in relation to the xPRISM the Platform or your Platform Account, please contact support at [email protected]

Schedule 3

Acceptable Use Policy

By applying for, accessing or using the Functions provided by the Issuer, inclusive of the Platform Account, you agree to be bound by this Acceptable Use Policy (“AUP”) and any additional terms, conditions, rules or policies that are provided to you in connection with the Functions via the User Agreement.

This AUP is subject to change at any time without notice, and the changes will be effective when posted. Your continued use of the Functions indicates your acceptance and agreement to the AUP changes.

1. Prohibited Activities and Business Types

1.1 If you fall into one of the following categories and/or accept payment for the following prohibited activities (“Prohibited Activities”), you are ineligible (or may become ineligible) to use our Functions. For clarity, the following lists are not exhaustive and we may, at our sole discretion, modify them without notice:

Prohibited Business Type

Description

Adult services

Adult digital content, lingerie or passion parties, adult DVD

rentals/sales, adult novelties, massage parlors (without licensed massage therapists), escort services, mail order bride services, dating/match-making services.

Auction services

Online auction services and pawn shops.

ATM Operators

Operators of privately owned ATMs, with the exception of digital asset ATMs and kiosks.

Bankruptcy services

Bankruptcy attorneys, collection attorneys, factoring

companies, or liquidation services.

Controlled substances and drug paraphernalia

Narcotics, prescription drugs, steroids, or related

paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the customer is based as well as by the jurisdiction in which the transaction takes place. Equipment or material that is for the making, using, or concealing illegal drugs.

Court ordered payments

Court ordered payments, structured settlements, tax

payments, tax settlements.

Credit repair services

Credit repair services, loan repayment facilitators, credit

counseling, credit protection, identity theft protection or other services that may present consumer protection risks

Cyberlocking services

Sale of devices that are designed to block, jam, or otherwise interfere with cellular and personal communication services,

police radar, global positioning systems, and wireless networking services.

Debt collection

Collection agencies and any business engaged in the

collection of debt, including those associated with medical billing, or factoring companies.

Gambling

Gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (e.g. poker), bookmakers, lotteries, bingo, internet gambling, off- track betting, card clubs, or other activities that facilitate any of the foregoing, unless

licensed and authorized by the jurisdiction in which the customer is based as well as by the jurisdiction in which the transaction takes place.

Illegal activities

Businesses or transactions that appear to relate to any form

of illegal activity, including but not limited to, money laundering, terrorist financing, human trafficking or political corruption.

Intellectual property

Goods or services that infringe or violate any copyright,

trademark, or proprietary rights under the laws of any jurisdiction. This includes the sale of counterfeit items and unauthorized replicas or copies of items, and applies to items both actual and virtual in nature. Examples include (but are not limited to) counterfeit watches, handbags or accessories,

and unauthorized copies of software programs, video games, music, movies, television programs, photographs and IDs. Upon the Issuer’s request, you must provide records about the authenticity of your products.

Precious metals and jewelry

Sales of or dealers in precious metals (coins, bullion, etc.), precious stones, and fine jewelry.

Marijuana/CBD

Marijuana as well as CBD in any form for sale for any purpose, including medicinal or homeopathic, regardless of legal status.

Multi-level marketing

Pyramid and Ponzi schemes, multi-level marketing

programs, wealth creation programs, paid-to-click schemes

and other similar programs that are not traditional and legitimate advertising businesses.

Pay-day lenders

Pay-day lending, short term cash loans, title loans, and cash advance services.

Ransomware

Ransomware services, including cyber incident response

and data-breach response.

Shell banks and financial institutions

Banks or other financial institutions registered in a jurisdiction in which they have no physical presence.

Unlicensed money service businesses

Any unlicensed money service business, including money transmitter and currency exchange.

Weapons

Manufacturing, building or assembling weapons of any kind, including but not limited to, firearms, ammunition, knives, explosives, or related accessories.

Other businesses

· Layaway systems and annuities.

· Miracle cures, unsubstantiated remedies, or other items marketed as quick health fixes, designer supplements, nutraceuticals, muscle mass proteins, weight gain or loss supplements.

· Sale of email or direct marketing lists enabling unsolicited contacts, such as from telemarketing merchants (inbound or outbound).

· Sale of manuals, how-to guides, or equipment to disable, “hack”, or modify access controls on software, servers, phones, or websites, including but not limited to mod-chips, drive chips, or access cards.

· Items or sites that encourage or promote hate, violence, or racial intolerance.

· Psychic services.

2. Prohibited Transactions

2.1 Using the Functions for transfers related to the following is prohibited, and the Issuer reserves the right to monitor for transactions that relate to:

(a) Wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

(b) Purchasing goods of any type from Darknet markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods);

(d) Terrorist financing; or

(e) Processing transactions for another business other than the one listed on the account (such (a) – (e) transactions, “Prohibited Transactions”).

3. Restricted Activities

3.1 In connection with your use of the Functions, you hereby agree that you will not:

3.2 Violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;

(a) Intentionally try to defraud (or assist in the defrauding of) the Issuer or other Users;

(b) Provide false, inaccurate, or misleading information;

(d) Partake in any transaction involving the proceeds of illegal activity;

(e) Transmit or upload any virus, worm, or other malicious software or program;

(f) Attempt to gain unauthorized access to other Platform Accounts, the Platform, or any related networks or systems;

(g) Use the Functions on behalf of any third party or otherwise act as an intermediary between the Issuer and any third parties;

(h) Collect any user information from other Users, including, without limitation, email addresses;

(i) Defame, harass, or violate the privacy or intellectual property rights of the Issuer or any other Users; and

(j) Upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such (a) – (k) activities, “Restricted Activities”).

4. Compliance Monitoring; Violations of this Policy

4.1 We will monitor your transactions and activities for potential violations of this AUP. Monitoring includes, but is not limited to, reviewing your accounts for retrievals, returns, as well as using third-party information or sources. We encourage you to contact us if you believe you may be in violation of this AUP. We reserve the right, per the terms of this Agreement to take any corrective action (with or without notice to you) as we deem necessary to mitigate our risk or ensure compliance with this AUP, including but not limited to: (i) blocking or withholding a transaction; (ii) holding funds associated with a Prohibited Transaction; (iii) suspending, restricting, or terminating your use of the Functions, or (iv) subjecting you to applicable fines, assessment, expenses and fees.

4.2 In the event that the Issuer learns you are making or attempting any Restricted Activities or Prohibited Activities or Prohibited Transactions, the Issuer will consider it to be a violation of this Agreement and may suspend or terminate your Platform Account. The Issuer may also be required by law to inform authorities about such transactions and follow court orders regarding information on your Platform Account, including any information on the assets involved with your Platform Account or whitelisted digital asset wallet.

Schedule 4

Risk Factors

Please consider information in this Risk Schedule as a general overview of the risks associated with the services offered by the Company, the Issuer and its affiliates (the “Services”) made for your awareness only. We do not intend to provide investment or legal advice through this Statement and make no representation that the Services described herein are suitable for you or that information contained herein is reliable, accurate or complete. We do not guarantee or make any representations or assume any liability regarding financial results based on the use of the information in this Statement, and further do not advise to rely on such information in the process of making a fully informed decision whether or not to use the Services.

The risks outlined in this Risk Schedule are not exhaustive and this Risk Schedule only outlines the general nature of certain risks associated with Digital Assets, and does not discuss in detail all risks associated with holding or trading Digital Assets. Users should undertake their own assessment as to the suitability of using Digital Assets and associated Services based on their own investigations, research and based on their experience, financial resources, and goals. You should not deal with Digital Assets unless you understand their nature and the extent of your exposure to risk.

(1) PRISM Reserves risk: There are risks that the PRISM Reserve Assets may lose value due to various factors, such as counterparty risks, market events, including events such as defaults on U.S. Treasury Bonds or fluctuations in their interest rates that could lead to loss of collateral value. Similarly, defaults of repurchase agreement counterparties may potentially lead to failure to repurchase the security, causing the market value of the security to decline causing the underlying issuer to lose money. As the PRISM Reserve Assets are also managed by the Manager in accordance with the Strategies, there are also other applicable risks in relation to the implementation and realization of those strategies such as:

i) Yield Volatility: Any forecasted APY for xPRISM is subject to significant market volatility.

ii) Basis & Funding Rate Risk: Certain strategies that form part of the Strategy (including “cash and carry” strategies) are exposed to basis risk, where the futures premium narrows or becomes negative, and funding rate risk for perpetual swaps.

iii) Collateral Price Risk: Certain strategies that form part of the Strategy (including “overcollateralized lending” strategies) may be subject to severe and rapid crashes in the value of collateral (BTC/ETH) which could outpace the liquidation process, potentially causing losses if the collateral's value falls below the loan amount despite conservative LTVs.

iv) Asset Liquidity Risk: Where there are allocations of the PRISM Reserve Assets to non-large cap digital assets, it is possible that liquidity issues may arise. There may not be enough buyers or sellers to unwind a position quickly without causing a significant, adverse price change. Liquidity may also be affected under stressed market conditions.

v) Stablecoin De-Peg & Issuer Risk: Where allocation of PRISM Reserve Assets includes various stablecoins or digital assets as part of the Strategies, such as, but not limited to USDe, sUSDe, aUSD, and USDT0, such stablecoins may carry significantly different risk profiles (e.g., reliance on derivatives funding, governance risks) compared to traditional fiat-backed stablecoins like USDC. A de-pegging event, issuer insolvency, a failure in the stabilization mechanism (for algorithmic stablecoins like USDe), or a loss of market confidence for one of these assets could cause a sudden and material loss of principal.

The aforementioned digital assets that make up the reserves of the PRISM Reserve Assets that act as the PRISM Reserves held by the Issuer in their custodian accounts and managed by the Manager may also be lost or inaccessible due to various factors including, without limitation, discovery of wrongful conduct, digital attacks, insolvency of the Issuer and other factors outside of our control.

vi) Reliance on Third Party Manager: There can be no assurance that the Issuer or Manager’s management of the PRISM Reserves will achieve their stated objective of the Strategies. The performance of the management of the PRISM Reserves are reliant upon the success of third party managers and the past performance of such managers may not be indicative of the future performance of the PRISM Reserves. Accordingly, the performance of the PRISM Reserves are reliant on the management and investment decisions of the third party manager.

vii) Third-Party Reliance: The PRISM product relies heavily on third-party service providers for key functions, including asset management, custody, smart contract monitoring, and oracle price feeds. A failure at any of these providers could disrupt the entire system.

viii) Blockchain/Technology-Related risk: The use of blockchain technology which does not typically include traditional governance and risk mitigants entails inherent risks, such as irreversible transactions and/or susceptibility to financial crime, which may lead to permanent loss of assets in cases of errors or unauthorized transactions. Transactions in crypto/digital assets on a blockchain relies on the proper functioning of complex software, which exacerbates the risk of access to or use of crypto assets being impaired or prevented. Moreover, there is risk of failures, defects, hacks, exploits, protocol errors, or unforeseen circumstances that might occur in connection with a crypto asset or the technologies on which the crypto asset is based.

ix) Operational Risks: You are aware of and accept the risk of operational risks involving the Services and/or PRISM and xPRISM. The Company and/or Issuer may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the PRISM and xPRISM Functions and Services. You understand that the Platform and/or PRISM and xPRISM Functions and Services may experience operational issues that lead to delays, including delays in minting, redemption and/or staking/unstaking. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold the Company and/or the Issuer accountable for any related losses.

x) Fork risk: The permissionless nature of blockchains means that existing supported blockchains may fork. The Issuer will inform users in advance in case new forks are supported, so that Users can track the blockchains where ownership of assets continues to be supported for redemptions.

xi) Smart Contract Risk: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. The Issuer has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk free.

xii) Liquidity and Listing risk: Digital assets can also have limited liquidity that can make it difficult or impossible to sell or exit a position when desired. This can occur at any time, especially during periods of high volatility. Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets held in your Wallet, or used to transact on the Platform.

xiii) Disruption Risk: We do not guarantee that the Services will be available at any given time or that the Services will not be subject to unplanned service interruptions or network congestion. You may not be able to buy, sell, store, transfer, redeem, send, or receive digital assets when you want to.

xiv) Legal and Compliance Risk: Changes in laws or regulations in your jurisdiction or internationally may impact your ability to use our Platform, the PRISM or the xPRISM or the legal status of your digital assets. You are responsible for complying with applicable laws. You agree that the Company/Issuer is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of PRISM, xPRISM or their related Functions or Services, including any accurate reporting of the tax or legal status of your Digital Asset holdings in your jurisdictions.

xv) Regulatory Changes: The regulation of crypto/digital assets and platforms is uncertain in many jurisdictions and the Company and/or the Issuer cannot be held responsible for compliance with legal rules of countries from which customers, on their own initiative, access the Services. Moreover, changes in rules applicable to crypto/digital assets may considerably impact on the prices of those assets and are unpredictable. You further acknowledge the above list of risks is non- exhaustive and there may also be unpredictable risks. Any digital asset such as PRISM or xPRISM may decrease in value or lose all of its value due to the aforementioned legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets are unsettled and rapidly evolving.

xvi) Exchange risk: The loss or compromise of digital asset exchanges may result in the loss of your assets or disruptions to our products and services, particularly where such platforms support the PRISM and/or xPRISM.

xvii) Trading Risk: Trading digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets.

xviii) Crypto/Digital Assets Are Not Legal Tender In Most Jurisdictions: Most crypto/digital assets are not backed by any central government or legal tender, and treatment of the same varies between jurisdictions. There can be no assurance that a person who accepts crypto/digital assets as payment today will continue or be permitted to do so in the future. Holders of crypto/digital assets put their trust in a digital, decentralized, and often anonymous system that relies on p2p networks (regulated and/or unregulated) and cryptography to maintain its integrity, and neither vendors nor individuals have an obligation to accept crypto/digital assets as payment in the future;

xix) Loss of value, Volatility and Uncertainty of Future Performance: There is typically limited or no fundamental reasoning behind the pricing of crypto assets, creating the risk of volatility and unpredictability in the price of crypto assets relative to fiat currencies. Crypto assets have had historically higher price volatility than fiat currencies, including irrational and extreme moves in price as the process for valuation can be speculative and uncertain.

xx) Banking Risk: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency.

xxi) No Deposit Insurance: The Issuer does not provide deposit insurance, and digital assets held in your account are not insured against loss.

xxii) Insurance: We have obtained Director & Officers as well as Errors & Omissions insurance coverage in respect of our business operations, however such coverage may or may not be sufficient to cover all possible risk events.

xxiii) Third Party Risk: Third parties such as payment providers, custodians, exchanges, and banking partners may be involved in the provision of the Services. You may be subject to the terms and conditions of these third parties, and the Company and/or Issuer cannot be responsible for any losses these third parties may cause you.

xxiv) Third Party Platform risk: PRISM and xPRISM’s permissionless feature enables third party platforms to integrate without the Issuer's consent. This may lead to Users interacting with malicious contracts or contracts with security features that have not been assessed by the Issuer. The Company and/or Issuer does not control or endorse any products, services, or platforms offered by third parties that support PRISM or xPRISM and the availability of PRISM and/or xPRISM on any third-party platform does not imply that such services are valid, legal, stable, or otherwise appropriate. The Issuer is not liable for losses related to the usage of third party platforms, including, but not limited to, (i) Failure to comply with applicable laws and regulations, including illegal transactions; (ii) The quality, delivery, or satisfaction of products and services facilitated by PRISM/ xPRISM; (iii) Technical errors, loss of access, or inability to recover PRISM/ xPRISM resulting from the use of third-party platforms. You accept all consequences of sending PRISM and/or xPRISM to third-party platforms or addresses, including the risk of loss or failure to recover your Digital Assets. For the avoidance of doubt, the Company and/or Issuer has no obligation to track, verify, or determine the provenance of PRISM and/or xPRISM balances or transactions involving third-party platforms.

xxv) Absence of Control: The Company, Issuer, or its affiliates are not brokers, agents or advisors and have no fiduciary relationship or obligation to Users in connection with any transaction or other decision or activity undertaken by you using the Services. We do not control whether your use of the Services is consistent with your financial goals. It is up to Users to assess whether their financial resources are appropriate for their respective activity with us and risk appetite in the products and services you use.

xxvi) Blocked addresses, Blacklisting and Forfeited funds: The Issuer reserves the right to block certain PRISM or xPRISM addresses if it determines, in its sole discretion, that they may be associated with illegal activity or activity violating the terms of the User Agreement. If you send or receive PRISM or xPRISM to/from a Blocked or Blacklisted Address, the Issuer may take steps to suspend or terminate your Platform Account. In certain cases, the Issuer may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your PRISM or xPRISM, including redemption for USD or supported stablecoins. The Issuer may also be required to surrender PRISM and/or xPRISM associated USD if mandated by a legal order from a valid government authority.

xxvii) Requirement for Platform Account: A Platform Account is required to mint/redeem PRISM on a primary basis from the Issuer. Such mint/redemption of PRISM is also conditional on (i) continued compliance and non-violation of this User Agreement and (ii) no applicable restrictions (pending or otherwise) being imposed on such a Platform Account holder or the Company/Issuer itself by a regulator, law enforcement or a court of competent jurisdiction.

xxviii) Termination Risk: You may be unable to withdraw or transfer PRISM or xPRISM prior to our termination of the provision of any products or services, including access to your Platform Account, in which case, you may be unable to unstake and/or redeem PRISM after your Platform Account has been terminated.

xxix) Inaccuracies Risk: Any PRISM or xPRISM may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted contains errors, or is intended to be used for a different type of digital asset). Any PRISM or xPRISM may be lost if sent to a correct address but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted or altered during transmission.

xxx) Taxation and Disclosure of Information: You are responsible for determining the taxes to which you may be subject and their application when using the Services. It is your responsibility to report and pay any taxes that may arise from transactions and you acknowledge that the Company and/or the Issuer does not provide legal or tax advice regarding such transactions. If you have concerns about your tax treatment or obligations you may wish to seek independent advice. You understand that when, where, and as required by applicable law, the Company and/or the Issuer will disclose available information relating to transactions transfers, distributions or payments to the appropriate regulatory and tax authorities or other public authorities. Similarly, when, where and as required by applicable law, the Company and/or the Issuer will withhold taxes related to your transactions, transfers, distributions or payments.

xxxi) No Investment and Legal Advice: Communications or information provided by the Company and/or the Issuer shall not be considered or construed as investment advice, financial advice, trading advice, or any other type of advice. The User is the only party who can determine whether an investment, investment strategy or related transaction is appropriate based on his or her personal investment objectives, financial situation and risk tolerance, and shall be solely responsible for any losses or liabilities that may result.

xxxii) Reliance Risk: There are various risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by the Issuer via the Platform, social media accounts of the Issuer or its officers ("Social Media Accounts"), or any other means, including:

a. That all Content provided by the Issuer whether directly or through Social Media Accounts is for informational purposes only and do not constitute recommendations that you purchase, sell, redeem, stake, unstake, or hold PRISM or xPRISM or that you pursue any strategy in respect of PRISM and/or xPRISM. Nothing on the Platform or Social Media Accounts is intended to be, and you should not consider any of the Content provided to be, trading, investment, accounting, tax, legal, or professional advice of any kind and you are advised to seek appropriate professional advice before taking any action concerning PRISM and/or xPRISM.

b. Where relevant, any Content posted or made available is intended to be current as of the date it is posted/made available unless otherwise specified.

c. While reasonable efforts are made to provide accurate Content, such Content may be inaccurate, outdated, or otherwise inappropriate at the time of consumption and we have no obligation to update or correct such Content on the Platform or our Social Media Accounts.

d. Content posted on the Platform may be changed at any time without notice to you.

e. The Issuer is not liable for any action or decision taken or made in reliance of any Content and you expressly agree to the same.

f. The Platform (or portions thereof) may not always be available or function properly at any time.

g. While the Issuer makes reasonable efforts and employs appropriate safeguards to avoid technological problems, the Platform may at any time, be affected and/or may inadvertently be the source of technological problems such as viruses and other damaging computer or network based attacks.

h. problems or issues affecting third party software, networks, protocols, systems, and other technology including, any blockchain which has not been created by or for us (“Third-Party Technology”) which permits interaction with the PRISM, xPRISM or the PRISM product and you expressly agree that the Issuer shall not be liable in such instances.

i. While reasonable security precautions are made with respect to communications with Users, the Issuer specifically disclaims liability for any interception of data or communications between Users and the Platform.

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