> For the complete documentation index, see [llms.txt](https://docs.openeden.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.openeden.com/prism/legal/user-agreement.md).

# User Agreement

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The PRISM User Agreement governs the terms and conditions under which investors may access and use the PRISM product. By participating in PRISM, investors agree to be bound by these terms.

Key provisions include:

* Eligibility requirements (KYC/KYT compliance, whitelisting)
* Rights and obligations of token holders
* Subscription and redemption terms
* Fee disclosures
* Limitation of liability

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(4) Eligibility; Limitations

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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.

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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.

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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.

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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.

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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.

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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.

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(5) AML and CTF Compliance

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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.

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(6) PRISM Supported Blockchains and Smart Contract Modifications

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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.

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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.

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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.

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(7) Transactions with Third Parties

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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.

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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.

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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.

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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.

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(8) Currency Conversion

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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.

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

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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.

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(10) Inactive Accounts

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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.

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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.

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10.3 Please reach out to the team [at ](mailto:at_USDOSupport@openeden.com)<support@openeden.com> to discuss reactivation of your account or any questions in relation to an account deactivation.

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(11) Assignment

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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.

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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](mailto:at_USDOSupport@openeden.com) <support@openeden.com> and asking us to close your Platform Account.

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(12) Support

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For any queries, assistance or feedback in relation to the PRISM the Platform or your Platform Account, please contact support [at ](mailto:at_USDOSupport@openeden.com)<support@openeden.com>.&#x20;

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<p align="center">Schedule 2</p>

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<p align="center">xPRISM Terms</p>

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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.

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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.

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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.

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(1) About the xPRISM

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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.

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

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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.

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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.

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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.

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(2) Scope of xPRISM

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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.

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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.

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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).

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(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.

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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:

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(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.

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<table data-header-hidden><thead><tr><th valign="top"></th></tr></thead><tbody><tr><td valign="top"><p><em>For the purposes of these PRISM Terms, a "U.S. Person" means any of the following:</em></p><p>1. <em>A U.S. Citizen or U.S. Resident, which includes:</em></p><p>(i) <em>U.S. citizens;</em></p><p>(ii) <em>U.S. lawful permanent residents;</em></p><p>(iii) <em>Individuals who meet the “substantial presence” test described in section</em></p><p><em>7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);</em></p><p>(iv) <em>Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or</em></p><p>(v) <em>Individuals who hold a passport issued by the United States Government;</em></p><p>2. <em>A corporation, partnership, or other entity established or organized in or under the laws of the United States;</em></p><p>3. <em>Any estate of a decedent who was a citizen or a resident of the United States;</em></p><p>4. <em>Any trust if:</em></p><p>(i) <em>A court within the United States is able to exercise primary supervision over the</em></p><p><em>administration of the trust, and</em></p><p>(ii) <em>One or more United States Persons have the authority to control all substantial</em></p><p><em>decisions of the trust;</em></p><p>5. <em>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:</em></p><p>(i) <em>Holds a 50 percent or greater equity interest by votes or value;</em></p><p>(ii) <em>Holds a majority of seats or memberships on the board of directors of the entity; or</em></p><p>(iii) <em>Authorizes, establishes, directs, or otherwise controls the actions, policies, of the entity.]</em></p></td></tr></tbody></table>

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(4) Eligibility; Limitations

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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.

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

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(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.

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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.

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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.

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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.

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(5) AML and CTF Compliance

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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.

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(6) xPRISM Supported Blockchains and Smart Contract Modifications

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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.

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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.

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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.

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(7) Transactions with Third Parties

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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.

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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.

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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.

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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.

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(8) Currency Conversion

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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.

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

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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.

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(10) Inactive Accounts

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

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(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.

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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 xPRISM you hold.

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10.3 Please reach out to the team [support@openeden.com](mailto:at_USDOSupport@openeden.com) to discuss reactivation of your account or any questions in relation to an account deactivation.

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(11) Assignment

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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.

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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 ](mailto:at_USDOSupport@openeden.com)<support@openeden.c>om and asking us to close your Platform Account.

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(12) Support

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For any queries, assistance or feedback in relation to the xPRISM the Platform or your Platform Account, please contact support [at ](mailto:at_USDOSupport@openeden.com)<support@openeden.com>&#x20;

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<p align="center">Schedule 3</p>

<p align="center"> </p>

<p align="center">Acceptable Use Policy</p>

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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.

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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.

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1\. Prohibited Activities and Business Types

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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:

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| Prohibited Business Type                     | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| -------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Adult services                               | <p>Adult digital content, lingerie or passion parties, adult DVD</p><p>rentals/sales, adult novelties, massage parlors (without<br>licensed massage therapists), escort services, mail order bride services, dating/match-making services.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 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                          | <p>Bankruptcy attorneys, collection attorneys, factoring</p><p>companies, or liquidation services.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Controlled substances and drug paraphernalia | <p>Narcotics, prescription drugs, steroids, or related</p><p>paraphernalia or accessories, unless licensed and<br>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.</p>                                                                                                                                                                                                                                                                                                                                                                            |
| Court ordered payments                       | <p>Court ordered payments, structured settlements, tax</p><p>payments, tax settlements.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Credit repair services                       | <p>Credit repair services, loan repayment facilitators, credit</p><p>counseling, credit protection, identity theft protection or other services that may present consumer protection risks</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Cyberlocking services                        | <p>Sale of devices that are designed to block, jam, or otherwise interfere with cellular and personal communication services,</p><p>police radar, global positioning systems, and wireless<br>networking services.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Debt collection                              | <p>Collection agencies and any business engaged in the</p><p>collection of debt, including those associated with medical billing, or factoring companies.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Gambling                                     | <p>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</p><p>licensed and authorized by the jurisdiction in which the<br>customer is based as well as by the jurisdiction in which the transaction takes place.</p>                                                                                                                                                                                                                                     |
| Illegal activities                           | <p>Businesses or transactions that appear to relate to any form</p><p>of illegal activity, including but not limited to, money<br>laundering, terrorist financing, human trafficking or political corruption.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Intellectual property                        | <p>Goods or services that infringe or violate any copyright,</p><p>trademark, or proprietary rights under the laws of any<br>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,</p><p>and unauthorized copies of software programs, video<br>games, music, movies, television programs, photographs and IDs. Upon the Issuer’s request, you must provide records about the authenticity of your products.</p>                                                                                                    |
| 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                        | <p>Pyramid and Ponzi schemes, multi-level marketing</p><p>programs, wealth creation programs, paid-to-click schemes</p><p>and other similar programs that are not traditional and<br>legitimate advertising businesses.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Pay-day lenders                              | Pay-day lending, short term cash loans, title loans, and cash advance services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Ransomware                                   | <p>Ransomware services, including cyber incident response</p><p>and data-breach response.</p>                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 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                             | <p>· Layaway systems and annuities.</p><p>· Miracle cures, unsubstantiated remedies, or other items marketed as quick health fixes, designer supplements, nutraceuticals, muscle mass proteins, weight gain or loss supplements.</p><p>· Sale of email or direct marketing lists enabling unsolicited contacts, such as from telemarketing merchants (inbound or outbound).</p><p>· 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.</p><p>· Items or sites that encourage or promote hate, violence, or racial intolerance.</p><p>· Psychic services.</p> |

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2\. Prohibited Transactions

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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);

(c) Money laundering;

(d) Terrorist financing; or

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

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3\. Restricted Activities

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

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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;

(c) Take any action that interferes with, intercepts, or expropriates any system, data, or 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;

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(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”).

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4\. Compliance Monitoring; Violations of this Policy

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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.

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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.

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<p align="center">Schedule 4</p>

<p align="center"> </p>

<p align="center">Risk Factors</p>

<p align="center"> </p>

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.

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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.

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(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:

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

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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.

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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.

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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.

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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.

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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.

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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.&#x20;

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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;

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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.

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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.

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

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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.

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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.

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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.

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xxv) *Absence of Contro*l: 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.

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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.

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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.

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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 terminate&#x64;*.*

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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.

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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.

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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.

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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:

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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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