USA QFS Bank USER AGREEMENT

This is an agreement between Rupex ("Rupex", "we", "us", or "our"), a company registered in the United Kingdom and England under registration 16458312, and you (together with usaqfsbank.com, the "Parties" and each a "Party"). By using any USA QFS Bank Limited services, whether through usaqfsbank.com, any associated website, API, or mobile application, you agree that you have read, understood, and accepted all of the terms and conditions contained herein (the "User Agreement").

1. GENERAL USE

1.1 Eligibility

By using the USA QFS Bank Site and entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement, and agree to be legally bound by the terms and conditions of this User Agreement, including the Cookie Policy, the Privacy Policy, and the Trading Principles as incorporated herein, as amended from time to time. In order to use the Services, you may be required to provide certain identifying information pursuant to our Compliance Program.

1.2 Modification

1.2.1 We may change the terms of this User Agreement at any time. Any such changes shall take effect when posted on the USA QFS Bank Site, or when you use the Services. If you have supplied us with an email address, we shall also attempt to notify you by email of changes to this User Agreement. If you disagree with any changes to this User Agreement, contact us.

1.2.2 It is your responsibility to update your contact information, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.

1.2.3 Read the User Agreement carefully on each occasion you use the services. Your continued use of the services shall signify your acceptance to be bound by the current User Agreement. Our failure or delay in enforcing or partially enforcing any provision of this User Agreement shall not be construed as a waiver of any of our rights.

2. DEFINITIONS

• Airdrop Program means the provision of virtual currency by USA QFS Bank at no cost and on the terms set forth in Section 8.
• API means application programming interface, is not a Service, and is governed by a separate agreement.
• USA QFS Bank Exchange means the electronic trade execution system provided by USA QFS Bank that is used for trading Virtual Currency on the terms set forth in Section 9.
• USA QFS Bank means the Rupex Private Limited company under the common control of USA QFS Bank Limited U.K.
• USA QFS Bank Site means the webpages and information available via USA QFS Bank and any USA QFS Bank mobile application.
• Compliance Program means the requirements set by USA QFS Bank for collecting, verifying, recording, and reporting information about you, upon first accessing certain Services and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to us.
• Fork means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by usaqfsbank.com.
• Lockbox means the electronic hardware key management device supported by the Wallet but provided by a third party as set forth in Section 7.
• Services means one or more of the following services offered or provided by USA QFS Bank via website or local application (mobile, desktop, or otherwise), including the Wallet, the Trading Account, Lockbox, Swap, USA QFS Bank Site, and USA QFS Bank Exchange.
• Swap means the non-custodial conversion service provided by USA QFS Bank that allows you to exchange one virtual currency for another virtual currency or for fiat currency on the terms set forth in Section 6.
• Trading Account means the functionality within the Wallet that permits you to buy and hold Virtual Currency on a custodial basis with USA QFS Bank.
• User Account means an account (where applicable, in your name) kept by USA QFS Bank for USA QFS Bank Exchange, Swap, and the Trading Account. For the avoidance of doubt, no User Account is associated with a Wallet unless the Wallet is linked to one of the foregoing Services or usaqfsbank.com's Interest Account.
• Virtual Currency means a cryptocurrency, digital currency, digital asset, crypto-asset, or other such similar term describing, for example, Bitcoin or Ether but does not include a derivative of a virtual currency, or a security, as defined under applicable law.
• Wallet means the wallet software published by USA QFS Bank Limited U.K., consisting of software that permits you to self-custody virtual currency, organise network addresses, view transaction history, and transact in virtual currencies as set forth in Section 5.

3. COMPLIANCE WITH APPLICABLE LAW

Your relationship with USA QFS Bank and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (Applicable Law). By entering into this User Agreement, you agree to act in compliance with and be legally bound by any and all Applicable Law.

4. ACCESSING THE SERVICES

4.1 Limited Licence

We grant you a limited, nonexclusive, non-transferable licence to access and use the services and the USA QFS Bank site solely in accordance with the terms of this Agreement.

4.2 Credentials

You must keep secret all credentials associated with the services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that USA QFS Bank shall not be held responsible (and you shall not hold us responsible) for any unauthorised access to the services or any resulting harm you may suffer.

4.3 Compliance

Your access to one or more services may be contingent upon satisfaction of our onboarding processes as well as our Compliance Program, which may include verification of your identity and source of funds, and additional information we may request from time to time. The information we request may include, without limitation, personally identifiable information such as network address, name, email, address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. In providing this information to us, you represent that it is accurate and agree to update your User Account information promptly, but in no event later than 14 days following any change in your information. Failure to provide information or update it promptly may result in Services or funds being unavailable to you.

4.4 Communications

Any and all communications from USA QFS Bank may be provided to you via electronic mail at the address you provided when accessing the services. USA QFS Bank shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of services so long as such notice is provided to such email address. USA QFS Bank may also communicate with you through other methods, including via emails, instant messaging, or chat applications either operated by USA QFS Bank or a third-party operative.

4.5 Termination

We may close, terminate, enable, or disable any or all of the services, your User Account, or your access to the services at any time and for any reason. You may close your User Account at any time and for any reason. Depending on the services available to you in your User Account, we may require you to take certain actions in order to complete a pending transaction or provide additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with the closing of your User Account, whether incurred directly by you from usaqfsbank.com, or incurred by USA QFS Bank on your behalf with a third party in order to complete any such action. Closing your User Account may not result in the deletion of information we hold about you or your activity.

5. THE WALLET

5.1 Description

5.1.1 The Wallet (also known as the "Private Key Cold Wallet") is provided to you exclusively by USA QFS Bank Limited. The Wallet is only capable of supporting certain Virtual Currencies. Under no circumstances should you attempt to store Virtual Currencies in your Wallet that the Wallet does not support.

5.1.2 When you create a Wallet, the Wallet software generates a cryptographic wallet address that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. If you do not maintain a backup of your Wallet data outside of the Services, you will not be able to access Virtual Currency previously accessed using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. We are not responsible for maintaining this data on your behalf.

5.2 Trading Account

5.2.1 General

Any Virtual Currency you purchase using fiat currency in the Wallet will be held in the Trading Account. All Virtual Currency held in your Trading Account will be held on trust by Trading.com for your benefit on a custodial basis. Among other things, this means that:

• (a) Title to the Virtual Currency shall at all times remain with you and shall not transfer to any company in the USA QFS Bank Limited. As the owner of Virtual Currency in your Trading Account, you shall bear all risk of loss of such Virtual Currency. USA QFS Bank shall not have any liability for fluctuations in the fiat currency value of Virtual Currency held in your Trading Account.
• (b) None of the Virtual Currencies in your Trading Account are the property of, or shall or may be loaned to, usaqfsbank.com; USA QFS Bank does not represent or treat assets in a user's Trading Account as belonging to usaqfsbank.com. USA QFS Bank may not grant a security interest in the Virtual Currency held in your Trading Account. Except as required by a facially valid court order, or except as provided herein, USA QFS Bank will not sell, transfer, loan, hypothecate, pledge, or otherwise alienate Virtual Currency in your Trading Account unless instructed by you or compelled by a court of competent jurisdiction to do so.
• (c) You control the Virtual Currency held in your Trading Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Virtual Currency by sending it to a different USA QFS Bank address controlled by you or a third party. In the event you wish to transfer Virtual Currency into the Wallet, you may be prompted to set up a backup phrase in order to do so.
• (d) In order to more securely custody assets, USA QFS Bank does not use shared wallet addresses, controlled by a member of the USA QFS Bank Limited, to hold Virtual Currencies held on behalf of customers and/or held on behalf of usaqfsbank.com. Your Virtual Currency is segregated from the USA QFS Bank Limited's own Virtual Currency by way of separate ledger accounting entries for customer and USA QFS Bank Limited accounts. Notwithstanding the foregoing, although we maintain separate ledger accounting entries for customer and USA QFS Bank accounts, no member of the USA QFS Bank Limited shall have any obligation to segregate by USA QFS Bank address Virtual Currencies owned by you from Virtual Currencies owned by other customers or by any member of the USA QFS Bank Limited.
• (e) We may store any Virtual Currency you deposit for use on USA QFS Bank Exchange in a "hot wallet", "cold wallet", or other storage method at our sole discretion.

The Trading Account will be exclusively provided by USA QFS Bank for all non-US users and usaqfsbank.com, Inc. for US-based users.

5.2.2 Minimum Holding Periods

When you place purchase orders in the Trading Account, we may impose minimum holding periods in respect of any Virtual Currency that you have purchased which may last up to a maximum of 7 days. These minimum holding periods are necessary to enable us to carry out effective fraud prevention measures and to ensure that the fiat currency leg of any given transaction has settled. After this minimum holding period elapses, you may trade your Virtual Currency in the ordinary way.

5.2.3 No Cancellation

You may not cancel, reverse, or change any transaction in the Trading Account. We may suspend, delay, redirect, reverse, or cancel any transaction at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of this User Agreement, or illicit activity. You will bear the costs of any network fees charged in respect of such suspension, delay, redirection, reversal, or cancellation.

5.2.4 Transaction Limitation

We may implement transaction limits in the Trading Account. These may vary based on a variety of factors, including, without limitation, the time of your transaction, your location, the Virtual Currency purchased, and the Virtual Currency sold. We implement, raise, and lower transaction limits in the Trading Account at our sole discretion.

5.2.5 Reversals of Payment Instructions and/or Negative Balances

If you reverse a payment instruction initiated with your bank, payment services provider, or equivalent, or part of a transaction fails for any reason which results in your Trading Account having a negative balance, we may liquidate any assets held in any account you hold with us (including the User Accounts) to offset and reduce the negative balance. You remain fully responsible for settling the balance, and we may engage debt collectors to pursue any outstanding debt on our behalf.

5.2.6 Treatment of Algos

When you hold Algos in your Trading Account, you will not receive any Algo staking rewards in respect of your Trading Account balance. You may receive awards in the future.

5.3 Risk Disclosures Relating to the Wallet

5.3.1 In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralised, peer-to-peer networks supported by independent third parties, which are not owned, controlled, or operated by USA QFS Bank.

5.3.2 USA QFS Bank has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our services will be confirmed on the relevant Virtual Currency network. The transaction details you submit via our services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.

5.3.3 Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. USA QFS Bank has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.

5.4 Forks

In the event of a Fork or other network disruption, USA QFS Bank may not be able to support activity related to your Virtual Currency. In the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. USA QFS Bank is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Fork or other network disruption.

5.5 No Password Retrieval

5.5.1 With respect to the Wallet, USA QFS Bank does not receive or store your Wallet password, nor any keys, network addresses, or transaction history. We cannot assist you with Wallet password retrieval. You are solely responsible for remembering, storing, and keeping secret your Wallet password. Any Virtual Currency you have associated with such Wallet may become inaccessible if you do not know or keep secret your Wallet password. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier, or password) can dispose of Virtual Currency in your Wallet.

5.5.2 When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur with your Wallet and accept all risks of any authorised or unauthorised access to your Wallet, to the maximum extent permitted by law.

5.6 Fees

USA QFS Bank does not currently charge a fee for the Wallet receiving or controlling Virtual Currency. However, we reserve the right to do so in the future, and in such case shall display to you any applicable fees prior to you incurring the fee. Network fees (i.e., gas fees, including, without limitation, "miner's fees") required to use a Virtual Currency network may apply to a transaction. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. In accordance with the Law governing the Electronic Communications Act 2000, the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), and the eIDAS Regulation in conjunction with MiCA regulations, FCA Cryptoassets Guidance, and FinCEN & IRS guidance, you are solely responsible for selecting and paying any such fee, and USA QFS Bank shall neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.