Bridge User Terms: EEA (Bridge Building S.A.)

Published by the partner institution. The authoritative copy is the original document; this page reproduces it for reference.

At Bridge, we are advancing the accessibility of stablecoins and stablecoin-based applications. “Stablecoins” are a special type of cryptographic digital asset that can be redeemed at face value for government-issued money (“Fiat Currency”) and that qualify as electronic money tokens under Regulation 2023/1114 of 31 May 2023 on markets in crypto-assets (“MiCA”). These terms cover your use of the software, systems, and services we provide to make that possible, including the purchase, sale and exchange of Digital Assets (as defined below) from or to Bridge (the “Bridge Services”). “Digital Assets” means any digital representation of value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology (including Stablecoins), but does not include NFTs or other types of digital assets excluded from scope under Article 2(4) of MiCA.

These terms form an agreement (“Agreement”) between you and Bridge Building S.A., a company incorporated in Luxembourg with its registered office at 26 Boulevard Royal, 2449 Luxembourg company number B298785 and VAT number LU37059083, which is authorised by the Commission de Surveillance du Secteur Financier (“CSSF”) as (i) a crypto-asset service provider under MiCA with authorisation number N00000012 and (ii) an electronic money institution under the Law of 10 November 2009 on payment services, on the activity of electronic money institution and settlement finality in payment and securities settlement systems as amended (“PSL Law”) with authorisation number W00000024 (“Bridge,” “we,” or “us”). If you are accessing the Bridge Services on behalf of a business (a “Business User”), these terms apply to you and to the business.

Our Privacy Policy (please see Bridge.xyz/legal) explains how we collect and use any personal information which identifies you (“Personal Data”) that you share with us. Certain features of the Bridge Services may be provided by our financial institution partners (“Financial Partners”).

Certain payment services that we use to receive Fiat Currency from you are provided to us by our banking partners, including Banking Circle (“Banking Circle”). These services include the opening and operation of payment accounts and the allocation of individual account identifiers such as virtual IBANs that are used to receive Fiat Currency in connection with the Bridge Services. When you fund your use of the Bridge Services using such a virtual IBAN, your payment will be processed by these Financial Partners in accordance with this Agreement and, where applicable, the relevant Financial Partner Agreements (see Exhibit 5).

By applying for an account with us (“Bridge Account”) or by otherwise accessing the Bridge Services, you agree that you have read, understood and agree to be bound by all of the terms of this Agreement, including where applicable, our policies, the terms and conditions of our Financial Partners (the “Financial Partner Agreements”), which can be found under ‎Exhibit 5 to this Agreement (including their respective privacy policies, the “Financial Partner Privacy Policies”), and any other terms we link to in this document that become applicable to you after you begin using the Bridge Services.

IN ADDITION TO THIS AGREEMENT, CERTAIN DISCLOSURES APPLY TO YOUR USE OF THE BRIDGE SERVICES. YOUR AGREEMENT TO THE TERMS OF THIS AGREEMENT INCLUDES YOUR ACKNOWLEDGEMENT OF AND AGREEMENT TO THOSE DISCLOSURES, WHICH CAN BE FOUND IN ‎EXHIBIT 3 TO THIS AGREEMENT.

THE BRIDGE SERVICES RELATE TO DIGITAL ASSETS, WHICH INVOLVE SPECIAL RISKS RELATED TO THE SPECIFIC FEATURES OF THE DIGITAL ASSET. THE PRICE OF DIGITAL ASSETS DEPENDS ON FLUCTUATIONS IN THE FINANCIAL AND DIGITAL ASSET MARKETS THAT ARE OUTSIDE OF OUR CONTROL. PAST PERFORMANCE OR FUTURE FORECASTS DO NOT CONSTITUTE RELIABLE INDICATORS OF FUTURE PERFORMANCE. THERE ARE MANY RISKS ASSOCIATED WITH BUYING AND SELLING STABLECOINS. WE HAVE DESCRIBED THESE RISKS IN OUR STABLECOIN RISK DISCLOSURE AVAILABLE IN ‎EXHIBIT 3 TO THIS AGREEMENT. BEFORE USING THE BRIDGE SERVICES, YOU SHOULD ENSURE YOU HAVE READ AND UNDERSTOOD THE STABLECOIN RISK DISCLOSURE. YOU SHOULD CAREFULLY REVIEW THESE RISKS TO DETERMINE IF THE BRIDGE SERVICES ARE SUITABLE FOR YOU, CONSIDERING YOUR CIRCUMSTANCES, KNOWLEDGE, AND FINANCIAL RESOURCES. THE STABLECOIN RISK DISCLOSURE IS INCLUDED IN THIS AGREEMENT, AND BY USING THE BRIDGE SERVICES, YOU ARE INDICATING TO US THAT YOU HAVE READ AND UNDERSTOOD THESE RISKS.

01This Agreement

1.1 Consent to electronic communications

You agree to receive all communications from us and from our Financial Partners and Partners electronically. This means you cannot contact us about the Bridge Services by telephone or by regular mail. For more details refer to section ‎11.12.

1.2 Exhibits to this Agreement

This Agreement contains the following Exhibits:

(A) ‎Exhibit 1 (Bridge Error Correction Notice): This contains instructions for you to follow if you think there is an error with your account statement or a transfer.

(B) ‎Exhibit 2 (Digital Asset Wallet Terms): This contains supplementary terms that apply to your use of a Digital Asset Wallet provided by us to hold your Digital Assets.

(C) ‎Exhibit 3 (Stablecoin Risk Disclosures): This contains a list of some of the risks to consider when buying and selling Stablecoins.

(D) ‎Exhibit 4 (Prohibited Activities): This contains a list of activities that are prohibited to use the Bridge Services in relation to.

Other agreementsmay be applicable to your use of the Services including:

FinancialPartner Agreements: containing details of our Financial Partners and their user terms (including, without limitation, our banking partner Banking Circle, which provides the payment accounts and Virtual IBANs we use to collect Fiat Currency from you), which you must comply with when using the Bridge Services.

Bridge Stablecoin Terms: supplementary terms that apply to your use of “Bridge Stablecoins”, which are Stablecoins that are issued by us or our affiliates and can be found at https://bridge.xyz/legal/bridge-stablecoin-terms.

If there’s a conflict between any term in the main body of this Agreement and any term in Exhibit ‎2 the terms in the Exhibit will take priority.

1.3 Changing the terms of this Agreement

We reserve the right to make changes to this Agreement and to the Bridge Services at any time as part of how we administer the manner in which we provide services to you or so that we can manage our business better. Reasons for such changes may include changes in general law or for the purpose of meeting regulatory requirements, industry guidance and codes of practice or reflecting other cost increases or reductions associated with providing the services. We will:

(A) in relation to the payment services provided by us to you as governed by the PSL Law (the “PSL Services”), provide at least two months’ advance notice of any material changes to this Agreement. In such circumstances you will be deemed to have accepted the changes if you do not close your Bridge Account prior to the date the change takes effect and you continue to use the PSL Services. If you do not accept the change you have the right to terminate this Agreement free of charge at any time until the date the change takes effect;

(B) in relation to all Bridge Services except for the PSL Services, provide at least 30 days’ advance notice of any material changes to this Agreement or the Bridge Services, where we are required to do so under Applicable Law. The changes will apply to you 30 days after we provide you with the notice; and

(C) make any other amendments to this Agreement or the Bridge Services at any time by arranging for our Partner to post the changes in your Partner Account, or by notifying you by sending an email to the address on file in your Partner Account. The changes will apply to you from the time they are provided to you (unless stated otherwise).

We will give notice to you of any proposed changes by sending an email to the primary email address registered with your Partner Account. We will never apply changes retroactively. You are responsible for reviewing this Agreement each time you access or use the Bridge Services. Your continued access to and use of your Bridge Account after we provide notice to you means you have consented to the changes. If you do not agree to the changes, you must close your Bridge Account immediately.

1.4 Applicable terms

This Agreement applies to you if you are resident in the European Economic Area (“EEA”) and you otherwise meet the eligibility criteria set out in section ‎2.2. If you are resident in another jurisdiction, alternative Bridge user terms will apply to you as set out on bridge.xyz/legal.

02Bridge Account Eligibility; Security

2.1 Instead of offering the Bridge Services directly to the public, we do business through companies who want to offer their customers the ability to buy, sell and exchange Digital Assets through their website or mobile application (“Partners”). To do so, our Partners integrate their services (the “Partner Services”) with the Bridge Services and brand the Bridge Services with their name and logo. This means you need to have a valid account with a Partner (a “Partner Account”) if you want to open a Bridge Account.

2.2 To be eligible to apply for and use a Bridge Account, you must:

(A) be at least 18 years old;

(B) be located in the EEA;

(C) have the legal capacity to enter into this Agreement; and

(D) have an active Partner Account.

If you are opening a Bridge Account for a Business User, you warrant and represent to us that: (1) you are authorised by the Business User to open a Bridge Account, (2) you are an executive officer of the Business User; or (3) your position permits you to make important decisions for the Business User. If you are a Business User, you may only use the Bridge Services for commercial purposes. If you are not a Business User, you may only use the Bridge Services for personal, consumer, or household purposes.

2.3 We comply with all applicable sanctions laws, so we are unable to provide the Bridges Services to you if you live in a country, or you are on a list of persons, banned by any governmental authority with jurisdiction over you, Bridge and/or Bridge’s affiliates (including (without limitation) the United States Office of Foreign Assets Control and the UN Security Council) from doing business with person or companies relevant to this Agreement.

2.4 We need certain Personal Data from you to verify your identity, to process your Bridge Account application, and to provide the Bridge Services to you. Your Partner may share your Personal Data with us, or we may collect it from you directly. Personal Data may include your name, email address, residential address, phone number, date of birth, taxpayer identification number, passport, driver’s license, military identification card, other government-issued photo identification, bank account statements, external wallet addresses you control, the purpose of your use of the Bridge Services, the source of funds you use to buy, sell or exchange Digital Assets, and related information we request. We may keep records of your Personal Data if required by our Financial Partners or Partners or by Applicable Law. The Personal Data you provide must always be accurate, complete and up to date. We will protect data that we hold about you in accordance with good industry practice and Applicable Law so that it is not accessible to other parties.

2.5 You will only be able to access your Bridge Account using the username and password associated with your Partner Account (your “Login Credentials”). We are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Login Credentials, your Partner Account, or your Bridge Account. We do not have access to your Partner Account, and we cannot retrieve or change your Login Credentials. Contact the Partner immediately if you become aware of or suspect any unauthorised access to your Partner Account.

2.6 You must take all reasonable steps to keep your Login Credentials and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password or other security features, other than the official website or a payment gateway on a merchant website, should be reported to us. If you are in doubt whether a website is genuine, you should contact us at support@bridge.xyz or through one of our available support methods. You must never allow anyone to access your Partner Account or Bridge Account or watch you accessing either account. You must comply with the security procedures we tell you about from time to time.

2.7 If you have any indication or suspicion of your Login Credentials or other security features being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your Login Credentials. You must contact the Partner without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of your Login Credentials or other security features. Any undue delay in notifying the Partner or us may not only affect the security of your Partner Account and Bridge Account but may result in you being liable for any losses as a result where your failure to notify us is intentional or grossly negligent.

2.8 Irrespective of whether you are using a public, a shared or your own computer to access your Partner Account and Bridge Account, you must always ensure that your Login Credentials are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords (such as the Login Credentials) to be stored by the computer you are using.

2.9 NEITHER WE NOR OUR FINANCIAL PARTNERS ARE LIABLE FOR ANY UNAUTHORISED ACCESS OR ACTIVITY TO YOUR BRIDGE ACCOUNT. We will treat any unauthorised access or activity as potentially fraudulent, and you must notify the Partner within 24 hours if you become aware of or suspect potentially fraudulent activity. When you notify the Partner of potentially fraudulent activity, we or the Partner may temporarily restrict access to your Bridge Account, suspend any pending Orders or withdrawals, require you to change your Login Credentials, and take any other reasonable steps to protect your Bridge Account. You must also (A) promptly report any potentially fraudulent activity to legal authorities; (B) provide the Partner with a copy of any report prepared by such legal authorities; (C) cooperate fully with the legal authorities, Partner and Bridge in the investigation; (D) complete any required affidavits promptly, accurately and thoroughly; and (E) allow Bridge, the Partner, or any third party designated by us access to your mobile device, computer, and network if relevant to the investigation.

2.10 When you enter into this Agreement, and each time you use the Bridge Services, you agree to, and represent and warrant (on an ongoing basis) that you:

(A) have full power and authority to enter into this Agreement and, in doing so, will not violate any other agreement to which you are a party, or Applicable Law;

(B) have provided and will provide accurate, complete, truthful, and updated information at all times when submitting an application for or using your Partner Account, Bridge Account and Bridge Services, and when otherwise prompted by any screen displayed within the Bridge Services;

(C) comply with all the applicable terms and conditions of this Agreement, including the eligibility criteria set out in section ‎2.2;

(D) have had the opportunity to take independent financial advice before applying for a Bridge Account, and you have not relied on any information or recommendation provided by us in using the Bridge Services and you acknowledge that any information or recommendation provided by us does not constitute or amount to investment advice but is merely a tool for you to make your own investment decisions;

(E) act as principal, solely in your own name and for your own benefit, and will not use your Bridge Account for the benefit of any person other than you (except where you are a Business User);

(F) will only deliver to us Fiat Currency or Digital Assets that belong exclusively to you (except where you are a Business User), and which are free of any lien, charge, pledge and any other encumbrance and are in no direct or indirect way the proceeds of any illegal activity including money laundering or used or intended to be used for money laundering and/or terrorist financing;

(G) are not a politically exposed person and do not have any relationship (for example relative or business associate) with a person who holds or held in the last twelve months a prominent public position. If at any stage during this Agreement you become a politically exposed person, you will inform us as soon as possible;

(H) take responsibility for all activities that occur under your Bridge Account, and accept all risks of any authorised or unauthorised access to your Bridge Account, to the maximum extent permitted under Applicable Law;

(I) maintain the security of your Partner Account and Bridge Account, including by using strong passwords for these accounts that you do not use anywhere else, and will not share these accounts or passwords with anyone else; and

(J) maintain the security of the email account registered to your Partner Account and any cloud storage platform that you might use to save your passwords or which is connected with your authenticator apps.

03Connected Accounts and Digital Asset Wallets

3.1 When you submit instructions to buy, sell or exchange Digital Assets from or to Bridge (“Orders”), you are giving us your permission to carry out those Orders as your counterparty. To process Orders, you must provide at least one bank account to fund purchase Orders and/or to receive the proceeds of sale Orders (your “Connected Account”), and at least one wallet address to receive/send the Digital Assets you purchase, sell or exchange, as applicable (your “Connected Wallet”). To the extent that Bridge provides you with a Connected Wallet to store your Digital Assets in as part of the Bridge Services (your “Digital Asset Wallet”), additional terms apply as set out in ‎Exhibit 2. Your Connected Account and your Connected Wallet (as applicable) must be under your sole ownership or control, and we have the right to suspend Orders if we suspect that you do not own or control your Connected Account or your Connected Wallet. We may ask you for information about the financial institution or other provider of your Connected Wallet or your Connected Account. If your Connected Wallet is not provided to you by an appropriately regulated entity (a “Self-Directed Wallet”), we may ask you for more information about the Self-Directed Wallet and your Orders may be delayed or even blocked. We reserve the right to cancel or reverse purchase Orders if you use a Self-Directed Wallet or if our Financial Partners require us to do so. You authorise us to share Personal Data and Order information with our Financial Partners and with the providers of your Connected Account and/or Connected Wallet.

3.2 You are solely responsible for monitoring your Connected Account and Connected Wallet for unauthorised or suspicious activity, and we are not liable to you if you lose your funds due to unauthorised activity. To protect your Connected Account and Connected Wallet from unauthorised activity, you must: (A) review your Order history in your Partner Account on an ongoing basis; (B) immediately review Order receipts, confirmations and notices we send you through your Partner Account or to the email address associated with your Partner Account; (C) verify your receipt of Order confirmations; and (D) notify the Partner within 24 hours of the Order if you do not receive an Order confirmation. Please see ‎Exhibit 1 for further instructions to take where you think there may be an error with your Order history.

3.3 In addition to your own Connected Account, we and our Financial Partner Banking Circle may provide you with one or more virtual IBANs (each a “Virtual IBAN”). A Virtual IBAN is a unique account identifier (such as an IBAN and related routing information) that is allocated to you in our systems and linked to one or more payment accounts that are operated by Banking Circle for us. You may share the details of a Virtual IBAN with third parties (for example, your employer, a marketplace or another payer) so that they can send Fiat Currency to us on your behalf as part of a transaction being undertaken via the Bridge Services.

3.4 Each Virtual IBAN is allocated to you (and, where relevant, to a particular Bridge product or Partner application) so that we can segregate and reconcile incoming Fiat Currency payments for each user and product. A Virtual IBAN is a technical routing tool only and does not by itself provide you with a separate, general purpose bank account. Any Fiat Currency that we or our Financial Partners receive to a Virtual IBAN will be treated as having been received from you and will be used to execute your Orders in accordance with this Agreement (including the provisions in the section headed “Orders” that explain when title to Fiat Currency passes to us and how your funds are treated).

3.5 You must only use Virtual IBANs for purposes connected with the Bridge Services and in accordance with any limits or restrictions that we or your Partner notify to you from time to time. Virtual IBANs cannot be used by you to initiate outgoing payment orders or direct debits, and you must not allow any third party to use a Virtual IBAN in a way that would breach this Agreement or any Applicable Law. Further information about how Virtual IBANs operate in relation to a particular Partner application may be made available to you through your Partner Account.

3.6 Where you hold Stablecoins in a Digital Asset Wallet provided by us and we allow you to send and receive transfers of Stablecoins to and from third parties, then your Digital Asset Wallet will also be considered an electronic money account regulated under the PSL (“PSL Payment Account”). The below provisions govern the operation of the PSL Payment Account and PSL Services and will continue to do so unless and until you or we close your PSL Payment Account.

(A) Your PSL Payment Account will be opened automatically when you opt to use a Digital Asset Wallet provided by us. You may only hold one PSL Payment Account at any given time unless we agree otherwise. You are entitled to close your PSL Payment Account at any time by terminating use of your Digital Asset Wallet, as set out in ‎Exhibit 2.

(B) You may only open a PSL Payment Account if it is legal to do so in your country of residence and by opening a PSL Payment Account you represent and warrant to us that this is the case. You shall pay us the amount of any losses that we incur in connection with any breach by you of this provision.

(C) If your PSL Payment Account holds a balance of Stablecoins at the time of its closure, we will ask you to withdraw or exchange these within a reasonable period of time, during which your PSL Payment Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your PSL Payment Account but you may withdraw or exchange any remaining Stablecoins you hold by contacting us at support@bridge.xyz and requesting that they are removed from the PSL Payment Account in a way that is reasonably acceptable to us. If you want to access your Order history after the closure of your PSL Payment Account, you will need to contact us and request the information. You may do so for a period of six years from the date of closure of your PSL Payment Account. Your obligations with regards to keeping your PSL Payment Account safe shall continue to apply for the duration that your PSL Payment Account contains Stablecoins.

(D) All information and notifications regarding the PSL Services, including information on Orders executed by us, will be displayed free of charge through your Partner Account and all communications will be in English. It is your responsibility to ensure that you comply with any technical requirements that might apply to access, and receive any such notifications from, your Partner Account.

(E) You have the right on request to receive information regarding the PSL Services, as well as this Agreement, on paper or on another durable medium. To request this, you should contact us at support@bridge.xyz.

(F) Your PSL Payment Account is not a bank account nor will it earn any interest. Due to the nature of Stablecoins, your Stablecoins are not safeguarded as set out in the PSL Law but, rather, are protected for you in accordance with MiCA.

3.7 As part of our legal compliance program (“AML/CTF Compliance Program”), we will monitor use of your Connected Wallet, and review your Personal Data on an ongoing basis to prevent financial crimes. We also reserve the right to carry out any necessary anti-money laundering, terrorism financing, fraud or other illegal activity checks (or any other requirements under Applicable Law) before authorising any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Digital Asset Wallet.

04Bridge Account Suspension and Termination

4.1 This Agreement has no fixed duration and will last until one of us terminates it.

4.2 If you are a consumer (meaning an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession), because your agreement with us is a distance contract, you have the right under the Distance Marketing Directive as implemented in the EEA jurisdiction in which you are resident, to withdraw from this Agreement within 14 days of (A) accepting it, or (B) the date that you accessed this Agreement incorporating the information required by the Directive as implemented, whichever is later. If you do not cancel the Agreement during the 14 day period it will continue until it is terminated in accordance with its terms. Should you wish to cancel this Agreement, please contact us at bridge.xyz/legal. You will not be charged for cancellation or termination of the Agreement in accordance with this section, although you will be required to pay any amounts owed to us and from the date of cancellation you will no longer be able to use the Bridge Services.

4.3 You may close your Bridge Account at any time and for any reason unless we or your Partner suspect that you are closing your Bridge Account to avoid law enforcement or otherwise avoid an investigation. Closing your Bridge Account will not affect the rights we owe to you or the obligations you have to us before closure. To the extent permitted by Applicable Law, we will complete any active Orders by transferring the applicable Stablecoins to your Connected Wallet, or by transferring proceeds of any sale Orders to your Connected Account, before closing your Bridge Account.

4.4 We may immediately reject transactions to or from, suspend or terminate, your Bridge Account, including your PSL Payment Account, and/or freeze or clawback any funds without prior notice if: (A) we suspect you have violated this Agreement, our AML/CTF Compliance Program, or any Applicable Laws; (B) we are required to do so by Applicable Law or by any valid order we receive from law enforcement officials; (C) we or your Partner suspect any suspicious or unauthorised activity or any actual or attempted unauthorised access to your Partner Account or Login Credentials; (D) your Partner Account has been suspended or terminated or you no longer have access to your Partner Account; (E) you no longer reside in a jurisdiction where we are authorised to provide the Bridge Services; (F) you do not connect at least one Connected Account and Connected Wallet with your Bridge Account; or (G) you have not processed any Orders or you have not accessed your Bridge Account for more than one year. We will notify you through your Partner Account or via email if we suspend or terminate your Bridge Account.

05Supported Stablecoins and Digital Assets

5.1 A list of Digital Assets we support are available via your Partner Account. We may remove support for a Digital Asset due to changes in the characteristics or regulatory classification of the asset, or for any other reason at any time. If we delist a Digital Asset while an Order is in process, we will reverse your Order and return the funds you used to pay for the Order to your Connected Account or to your Connected Wallet, as applicable. If you send Digital Assets to Bridge that are not supported (including sending Digital Assets on a Blockchain that Bridge does not support), these Digital Assets will be lost. Bridge has no responsibility or liability with respect to these Digital Assets.

5.2 The computer networks used to exchange Digital Assets are called “Blockchains”. We do not operate, own, or control any Blockchains. By their nature, Blockchains use open-source software that anyone can use, copy, modify, and distribute. Neither we nor your Partner are responsible for the operation of any Blockchains that are compatible with the Digital Assets we support, and we do not guarantee the functionality, security, or availability of any Blockchains. Some of the entities that issue Stablecoins on various Blockchains (“Issuers”) include software code that they can use to block the transfer of Stablecoins if the Issuer suspects illegal activity or pursuant to a request from law enforcement. Except in relation to any Stablecoins that we may issue, we have no control over the software code of any of the Digital Assets we support. You are purchasing Digital Assets at your own risk.

5.3 Blockchains are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a Blockchain and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a Blockchain (each, a “Forked Blockchain”) and more than one version of a Digital Asset (“Forked Asset”). Our ability to support or accept Forked Assets resulting from a Forked Blockchain is completely outside our control. Forks may materially affect the value and function of the Digital Asset you purchase from or sell to us. In the event of a Fork, we may temporarily suspend any Orders in process at the time of the Fork with or without notice to you while we determine the effects of the Fork on the functionality of the Bridge Services. Issuers may not support Forked versions of the Stablecoins they issue, and you may not be permitted to redeem Forked Stablecoins for another Stablecoin or other Digital Asset. Attempts to Fork a Blockchain may also result in complete or partial failure of the Blockchain’s functionality, and the Digital Assets you own that are supported by the Blockchain may become worthless.

5.4 WE MAY CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS, AND YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED ASSETS ON A FORKED NETWORK WE DO NOT SUPPORT, EVEN IN THE RARE EVENT AN ISSUER SUPPORTS THE FORK. WE MAY ABANDON OR CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS AS PART OF THE BRIDGE SERVICES, AND WE ARE UNLIKELY TO SUPPORT MOST FORKED BLOCKCHAINS. IF YOU USE A DIGITAL ASSET THAT HAS BEEN FORKED TO BUY DIGITAL ASSETS FROM US, WE RESERVE THE RIGHT TO CANCEL YOUR ORDER, AND WE MAY NOT BE ABLE TO RETURN YOUR FUNDS IN THE EVENT OF A FAILED FORK.

06Orders

6.1 You must satisfy the eligibility criteria set out in this Agreement and have an active Bridge Account in order to submit Orders. We execute Orders as your counterparty to each transaction in accordance with our Commercial Policy for Exchange Services, which aims to ensure fair, transparent and non-discriminatory treatment of all our clients when providing Bridge Services relating to exchanging Digital Assets for Fiat Currency or other Digital Assets.

6.2 You can only place Orders through your Partner Account using your Login Credentials. Your Order must include all information required by us and we will let you know what information is required before you submit the Order. You should carefully check all details in your Order before it is submitted. If we receive an Order from you, we will assume you intended for us to execute the Order. We will fulfil Orders in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting Orders to us. We will have no liability or responsibility for ensuring that the information you provide is accurate and complete.

6.3 You may also be required to comply with specific authorisation requirements in order to mitigate the risk of fraud. Such requirements will be set out by the respective Partner in the Partner Account prior to or as part of an Order and you will need to comply with any such requirements in order to authorise an Order.

6.4 All purchase or exchange Orders require full payment in cleared funds or Digital Assets at the time we fill your Order. Do not place a purchase or exchange Order if you do not have enough funds in your Connected Account or Digital Assets in your Connected Wallet. We will not process purchase or exchange Orders until we receive the Digital Assets used to fund the Order from you. We reserve the right to cancel any Order or part of an Order for any reason that we consider valid, including if the Order: (A) was placed during a scheduled or unscheduled downtime of Bridge; (B) violates this Agreement; or (C) is non-marketable.

6.5 When you submit an Order, that Order is binding on you and you authorise us to immediately execute a transaction in accordance with the Order and to charge you any applicable fees and taxes. By submitting an Order to make a purchase or exchange, you are consenting to us making a transfer of Fiat Currency or Digital Assets of the equivalent value on your behalf to us from your Connected Account or Connected Wallet. The price of any Order will be displayed in your Partner Account and this price is firm and final, so we will execute each Order at the price displayed at the time when your Order is submitted. We will fill Orders that you submit as your counterparty. When you submit an Order, you acknowledge that you do not have the right to withdraw from the Order under applicable distance marketing and consumer protection laws.

6.6 Due to the nature of Digital Assets, we do not have a cut-off time for you to place an Order. Subject to any cut-off times or other delays based on the system on which you are initiating an Order, your Order will be processed by us on the same business day it is received by us.

6.7 We will generally initiate processing of any Order within 24 hours of your authorisation of the Order. However, the execution time for an Order to be completed is not within our control once we have initiated the Order and is instead dependent on the Partner and underlying blockchain for the Digital Assets that your Order relates to. Further details about Order processing times is available at www.bridge.xyz/legal.

6.8 We only authorise Orders using funds or Digital Assets in a Connected Wallet or Connected Account you control. You are not allowed to use funds or Digital Assets that do not belong to you to place Orders, and you cannot place Orders on behalf of a third party. Each time you place an Order, you are promising that you own the funds or Digital Assets used by you to execute an Order, and that the funds or Digital Assets are not the direct or indirect proceeds of any criminal or fraudulent activity. When we receive funds or Digital Assets for your Order, title to those funds or Digital Assets transfers to Bridge upon receipt. When we send to you proceeds from your Order, title to those funds or Digital Assets transfers to you upon your receipt. Any proceeds from the sale of Digital Assets will be sent to your Connected Account and you will not have the option to transfer proceeds to any other bank account, including another bank account that you own. Neither Bridge nor the Partner will hold any sale proceeds on your behalf. We may limit the amount and frequency of your Orders (in Fiat Currency terms) in a given time period, or impose other transaction limits. These limits may depend on when you opened your Bridge Account, the Personal Data you provided us, and a variety of other risk factors applied in accordance with our Commercial Policy for Exchange Services. Details of these limits will be displayed in your Partner Account.

6.9 When we fill your Order, the Partner will send you a confirmation (the “Order Receipt”) on our behalf through your Partner Account or to the email address associated with your Partner Account or we will send one directly to that email address. We may choose, without prior notice to you, to periodically consolidate multiple Orders into a single Order Receipt. You may request your Order history by emailing support@bridge.xyz. We maintain records of all Orders for a period of seven years or as otherwise required by Applicable Law.

6.10 If you fail to provide sufficient funds or Digital Assets at the time we fill your Order, we reserve the right to cancel, reverse or fill the Order in whole or in part. You agree to be responsible for the costs of any such action we take, including gas and exchange fees. You will also be responsible for such costs if you cancel your transaction prior to processing and we return funds or Digital Assets to you. If your failure to provide sufficient funds or Digital Assets, or a return results in an amount due and owing by you to us (a “Negative Balance”), we have the right to: (A) charge a reasonable rate of interest on the Negative Balance; (B) offset any Negative Balance and any accrued interest and other losses by debiting funds from your Connected Account in the amount of the Negative Balance; and (C) offset any Negative Balance against amounts we owe you for Digital Assets we purchase from you, Digital Assets you have purchased from us, or funds you have requested to be returned.

6.11 You may not cancel an Order after we have commenced processing it. If you cancel your Order and you have not provided sufficient information in order for us to return your funds or Digital Assets, we will hold your funds or Digital Assets as required by law. You are solely responsible for reviewing your Order Receipts for accuracy and for monitoring your Order history for any errors or any potentially fraudulent activity. If you do not receive an Order Receipt or an Order cancellation notice, or if the Order Receipt is inaccurate, you must notify your Partner within 24 hours of placing the Order or receiving the Order Receipt.

6.12 We reserve the right, but we have no obligation, to declare an Order null and void that we consider to be erroneous (each, an “Erroneous Order”). You are responsible for ensuring that you submit the appropriate Order type when you place an Order to buy, sell or exchange Digital Assets, and you acknowledge that a simple assertion by you that you made a mistake in entering an Order, or that you failed to pay attention to or update an Order, will not be sufficient to establish it as an Erroneous Order. If we determine that a given Order is an Erroneous Order, we may declare it null and void, in whole and in part, even if you do not agree to cancel or modify it, in which case you will return the Digital Assets or Fiat Currency you received in the Erroneous Order.

6.13 If Bridge, its affiliates, its subcontractors, or other third parties send funds or Digital Assets to you in error (including, without limitation, due to a blockchain error, technical malfunction, processing error, or miscommunication), you agree to promptly return the erroneously received funds or Digital Assets upon request from Bridge. You further agree not to use or otherwise dispose of such funds or Digital Assets and acknowledge that you have no right to retain them. Bridge reserves the right to offset any erroneously paid amounts against future amounts owed to you under this Agreement or any agreement with its affiliates.

6.14 We will use commercially reasonable efforts to provide the Bridge Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing the Bridge Services may occur due to downtime of the Partner Services, and a variety of other factors outside our control, some of which may require or result in scheduled maintenance or unscheduled downtime of the Bridge Services (collectively, “Downtime”). Part or all of the Bridge Services may be unavailable during any Downtime, and we are not liable or responsible to you for any inconvenience or losses you incur as a result of Downtime that is outside of our control.

6.15 We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any purchase, sale or transfer, in our sole discretion, even after funds have been debited from your account(s), (A) in response to a subpoena, court order, or other government order; or (B) if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; or be erroneous or violate the prohibited activities set forth in ‎Exhibit 4 to this Agreement. In such instances, we will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

07Fees and Taxes

7.1 You can access the fees we charge for the Bridge Services, including a breakdown of such charges where relevant, through your Partner Account (“Fees”). Our Fees may be amended at any time with notice to you in accordance with Applicable Law, and you are solely responsible for reviewing the fee schedule prior to placing an Order. Fees are exclusive of any applicable taxes unless otherwise stated. All Fees payable in relation to an Order will be displayed at the point of sale in your Partner Account. Placement of an Order by you means you accept the Fees published at the time you place the Order.

7.2 Fees must be paid in accordance with the procedures made available via your Bridge Account. Any attempts to pay Fees other than via an available method will be rejected. Unless we have agreed otherwise, all Fees arising in connection with the provision of the Bridge Services will be due and payable by you to us immediately. If you fail to pay the relevant Fee or you have insufficient Digital Assets in your Connected Wallet, or insufficient Fiat Currency in your Connected Account to cover the value of the Fee, then your use of the Bridge Services may be suspended, and any Order you may submit may be rejected or cancelled. All Fees or other amounts owed by you to us may otherwise be settled by us at our sole discretion on the day they fall due by debiting your Connected Account or Connected Wallet with the relevant amount payable by you.

7.3 Our list of Fees does not include any network or transaction fees that are charged externally when you send Digital Assets from an external wallet to your Connected Wallet, or when you send Digital Assets from your Connected Wallet to an external wallet. Additionally, our list of fees does not include any third party or banking fees that are charged by third parties when, for example, you transfer Fiat Currency out of your Connected Account.

7.4 There may be taxes or costs which apply to you that aren’t charged by us or paid through us. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Bridge Services. You must reimburse us for any applicable taxes, duties, disbursements, costs and/or other expenses we incur in connection with providing the Bridge Services to you or otherwise in connection with your Bridge Account. You understand that we may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using our services to a tax or governmental authority to the extent such reporting is required by Applicable Law. We will withhold or add taxes applicable to your Orders or to payments or distributions made or considered made to you to the extent such withholding or addition is required by Applicable Law. From time to time, we may require you to provide tax documentation or certification of your taxpayer status as required by Applicable Law, and any failure by you to comply with this request in the timeframe identified may result in withholding and/or remission of taxes to a tax authority. You should conduct your own due diligence and consult your own tax advisors before using the Bridge Services.

08Our Rights and Obligations

8.1 The text, graphics, images, logos, button icons, photographs, editorial content, notices, software and other materials we provide you, including the manner in which we arrange or present them to you (the “Bridge Materials”) are protected under applicable copyright, trademark, and other laws. The Bridge Materials belong to us or are licensed to Bridge by our Partners. We grant you the right to view and use the Bridge Materials, but we or our Partners retain ownership of the Bridge Materials at all times. You may download or print a copy of the Bridge Materials for personal, non-commercial use only. Any distribution, reprint or electronic reproduction of any Bridge Materials in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Bridge Materials in a manner that violates any Applicable Laws or this Agreement. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Bridge Services (“Feedback”), then you hereby grant Bridge an unrestricted, perpetual, irrevocable, non-exclusive, fully paid up, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Bridge Services and to create other products and services.

8.2 If you or any person accessing the Bridge Services on your behalf breaches any of your representations, warranties, agreements or covenants set forth in this Agreement, give us inaccurate or incomplete information for any reason, or otherwise fail to comply with any other requirements of this Agreement or any of our policies, we will have the right to suspend or terminate your Bridge Account. You will be liable for all losses we and our affiliates incur that result from any such breach. We have sole discretion over what actions, if any, we take in the event of such breach and may take such action without prior notice to you. If a breach by you or your authorised users involves participation by other parties with your Bridge Account, you and such parties will be jointly and severally liable for all resulting damages to Bridge and our affiliates. The enumeration in this Agreement of specific remedies will not be exclusive of any other remedies that may be available to us at law or in equity. Any delay or failure by us to exercise any right, power, remedy or privilege in this Agreement, or that exist now or in the future under any Applicable Laws (collectively, “Legal Rights”) will not be construed to be a waiver of those Legal Rights, nor to limit the exercise of such Legal Rights, nor will it preclude the further exercise of those Legal Rights.

8.3 Our provision of Bridge Services is governed by Applicable Law, in particular MiCA. In accordance with MiCA:

(A) We publish certain disclosures relating to the principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism used to issue each Digital Asset that we provide Bridge Services in respect of. These disclosures may be copied from Digital Asset white papers and are available to view, together with links to the white papers available for Digital Assets we support, here: www.bridge.xyz/legal.

(B) We maintain records relating to the Bridge Services we provide and the activities and transactions in relation to these in accordance with our internal document retention policies. We will provide a copy of the records applicable to your use of the Bridge Services if you request it from us.

(C) Where we hold your Digital Assets or the means of accessing your Digital Assets, we have adequate arrangements in place to safeguard your ownership rights, especially in the event of our insolvency, and to prevent the use of clients’ Digital Assets for our own account.

(D) Where you make a request to withdraw or transfer Digital Assets from your Bridge Account, we will carry out that withdrawal or transfer as a transfer service in accordance with MiCA. Further details on the nature and arrangements relating to our transfer services can be found at www.bridge.xyz/legal.

09Disclaimers and Limitations of Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.

9.1 Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BRIDGE, AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AND AGENTS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL LOSSES, LIABILITIES, REASONABLE LEGAL FEES, AND ALL RELATED EXPENSES (“LOSSES”), WHETHER IN TORT, CONTRACT, OR OTHERWISE, THAT ARISE OUT OF, RELATE TO, OR ARE ATTRIBUTABLE, IN WHOLE OR IN PART, TO A CLAIM, SUITS, OR PROCEEDINGS, BROUGHT BY A THIRD PARTY AGAINST AN INDEMNIFIED PARTY RELATED TO YOUR BREACH OF THIS AGREEMENT OR ANY FRAUDULENT, NEGLIGENT OR RECKLESS ACT, OMISSION OR YOUR MISUSE OF THE BRIDGE SERVICES. THIS PROVISION SHALL SURVIVE TERMINATION OF THE RELATIONSHIP BETWEEN YOU AND US.

9.2 No warranty

(A) THE BRIDGE SERVICES ARE PROVIDED BY BRIDGE, OUR AFFILIATES AND SERVICE PROVIDERS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER IMPLIED WARRANTIES. THERE IS NO WARRANTY THAT ANY OF THE BRIDGE SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY BRIDGE OR ITS AFFILIATES OR THROUGH THE PARTNER SERVICES WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. THERE IS NO WARRANTY THAT THE BRIDGE SERVICES WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE.

(B) ANY MATERIALS, INFORMATION, VIEWS, OPINIONS, PROJECTIONS, OR ESTIMATES MADE AVAILABLE THROUGH THE BRIDGE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. YOU ARE RESPONSIBLE FOR CONDUCTING YOUR OWN EVALUATION OF THE RELEVANCE, TIMELINESS, ACCURACY, ADEQUACY, COMMERCIAL VALUE, COMPLETENESS, AND RELIABILITY OF ANY SUCH MATERIALS OR INFORMATION. ACCORDINGLY, WE PROVIDE NO WARRANTY AND ACCEPT NO LIABILITY FOR ANY LOSS ARISING, DIRECTLY OR INDIRECTLY, FROM YOUR RELIANCE ON SUCH MATERIALS OR INFORMATION.

9.3 Refunds for Stablecoin Orders

(A) In the case of an unauthorised Order for Stablecoins or an Order for Stablecoins that was incorrectly executed due to an error by us, we shall, as soon as practicable, refund your Bridge Account including all fees deducted therefrom. This shall not apply:

(1) where the unauthorised Order arises from your failure to keep the Login Credentials safe, in which case you shall remain liable for the first EUR 35 (or equivalent in the relevant Stablecoin of the Order) unless section ‎9.3(A)(3) applies;

(2) if you fail to notify us without undue delay of any loss of your Login Credentials or other security features or other event that could reasonably be expected to have compromised the security of your Bridge Account after you have gained knowledge of such event, in which case you shall remain liable for losses incurred until you notify us;

(3) if the Order was unauthorised but you have acted fraudulently or compromised the security of your Bridge Account with intent or gross negligence, in which case you shall be solely liable for all losses; or

(4) if you fail to dispute and bring the unauthorised or incorrectly executed Order to our attention within 13 months from the date of the Order.

(B) Unless you have acted fraudulently, section ‎9.3(A) above shall not apply to Orders for Stablecoins made after you have notified us in accordance with this Agreement, where we have failed to provide you with appropriate means for notification or we are required to use strong customer authentication but fail to do so, in which case we shall remain liable and refund any unauthorised Order for Stablecoins to you as soon as practicable.

(C) Without prejudice to the foregoing, you are asked to check the Order history of your Bridge Account regularly and frequently and to contact us immediately in case you have any questions or concerns. In the case of any incorrect or misdirected Order, we shall take reasonable measures to assist you with tracing and recovering the affected funds.

9.4 Limitation of liability

(A) Except as set out in section 9.3 above, our and our affiliates’ (including any of our or their respective officers, directors, managers, partners, employees or independent agents or contractors) total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities, or expenses which you may suffer arising out of, or in connection with this Agreement will be limited to the aggregate value of the Digital Assets in your Bridge Account at the time of the breach giving rise to your claim. Where we are considering a specific claim relating to a specific Order, our and our affiliate’s total aggregate liability will instead be limited to the total value of the Order at the time the Order was submitted, including applicable Fees paid by you for the Order.

(B) Further, and except as set out in section 9.3 above, none of Bridge, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will have responsibility for losses or have any other liability to you:

(1) arising out of or resulting from any actions or inactions or performance of services by any third party or Partner, or actions of other participants in the markets with respect to your Bridge Account or the activities conducted through your Bridge Account;

(2) arising out of or resulting from system failures, outages, unauthorised access to the Bridge Account or Partner Account, conversion of property, errors of any kind, government actions, force majeure events, trading suspensions, or any other causes over which Bridge does not have direct control;

(3) for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected;

(4) due to your breach of this Agreement;

(5) due to any suspension, restriction or termination of any Bridge Services or your Bridge Account; or

(6) arising from our compliance with legal and regulatory requirements.

(C) Further, none of Bridge, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable for any indirect, special, incidental, punitive, consequential or exemplary damages or any other losses that are not direct damages, which includes trading losses, lost profits and other lost business opportunities relating to sending Orders to Bridge, directing the transfer of funds or Digital Assets to Bridge, storing Digital Assets in a Digital Asset Wallet and your use of the Bridge Services.

(D) Nothing in this Agreement will limit our or our affiliates’ (including any of our or their respective officers, directors, managers, partners, employees or independent agents or contractors) liability resulting from our negligence or wilful default, fraud or fraudulent misrepresentation, deliberate misconduct, or for death or personal injury resulting from either our or our subcontractors’ negligence. Additionally, nothing in this Agreement will limit our liability in relation to our duties under Applicable Law unless otherwise expressly excluded or limited by this Agreement in accordance with Applicable Law.

(E) Bridge Group have insurance policies in place (such as Privacy, Security and Technology Insurance and Commercial Insurance) that enable us to recover losses. These insurance policies cover losses associated with, for instance, data recovery, cyber breaches and outages, and help to ensure that we can cover any liabilities that we owe to you under this Agreement.

10Dispute Resolution

10.1 Complaints

If you have a support issue, you should submit this to us via email to support@bridge.xyz for our support team to resolve. If you have a complaint about us or the services we provide, you should submit this to us using the form available at www.bridge.xyz/legal. We will handle your complaint in accordance with our complaint handling process, which is described below.

10.2 Responding to complaints

We will acknowledge receipt of your complaint without undue delay. We will then aim to provide you with an answer or resolution to your complaint within 15 business days after our receipt of your complaint. Should this not be possible due to exceptional circumstances not within our control, we will contact you setting out the reasons why the complaint remains ongoing, requesting further information on the complaint (where appropriate) and specifying the deadline by which you will receive a response. In any event, the deadline by which you should receive our final reply will not exceed 50 business days.

10.3 Complaints escalation

If you have not received an acknowledgement of your complaint, or an update on your complaint or a full response to your complaint within the timescales set out in section ‎10.2 above, you may escalate the complaint by notifying us at legal@bridge.xyz. If on receipt of (or in absence of) our final response to your complaint within the timeframe required by applicable laws, we have not been able to resolve your complaint, you may escalate your complaint to the CSSF, whose contact details are:

Webform:

https://reclamations.apps.cssf.lu

Email:

reclamation@cssf.lu

Phone:

(+352) 26 25 1 – 2904

Address:

Commission de Surveillance du Secteur Financier; Département Juridique CC; 283, route d’Arlon; L-2991 Luxembourg

For any complaint or dispute arising out of or in connection with this Agreement that cannot be resolved via the complaints process outlined above, you agree to submit to the exclusive jurisdiction of the courts of Luxembourg-City, or to arbitrate disputes, as applicable in accordance with section ‎10.4. You and Bridge agree to notify each other in writing prior to initiating any proceeding. Notice to Bridge must be sent to legal@bridge.xyz.

10.4 Governing law and jurisdiction

Without prejudice to any mandatory rights available to consumers, any dispute or claim arising out of or in connection with this Agreement or our relationship with you (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the following:

(A) If you are a consumer, the governing law will be the laws of Luxembourg, and any disputes (including any question regarding the Agreement’s existence, validity or termination) will be subject to the exclusive jurisdiction of the Luxembourg-City courts; or

(B) If you are not a consumer, the governing law (including the governing law of this arbitration agreement) will be the laws of Luxembourg, and any disputes (including any question regarding the Agreement’s existence, validity or termination) will be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this section. The seat, or legal place, of arbitration will be London, UK. The language to be used in the arbitral proceedings will be English.

11Miscellaneous Provisions

11.1 Compliance with Applicable Laws

Orders are subject to applicable laws, regulations, and rules of governmental and regulatory authorities (collectively, “Applicable Laws”). You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). In no event will we be obligated to affect any Order that we believe would violate any Applicable Law. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order.

11.2 Force Majeure

We are not liable for delays, failure in performance or interruption of service that result directly or indirectly from significant market volatility, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failures of equipment or software, pandemics, other catastrophe or any other occurrence that is beyond our reasonable control.

11.3 Survival

All provisions pertaining to suspension, termination, or cancellation of the Bridge Services, debts owed to Bridge, disputes with Bridge and general provisions, and all other provisions of this Agreement which by their nature extend beyond the expiration or termination of the Agreement, shall survive the termination or expiration of this Agreement.

11.4 Entire Agreement

These terms, our Privacy Policy, and all other terms incorporated into this Agreement comprise the entire understanding and agreement between you and Bridge as to the subject matter of this Agreement, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and Bridge in relation to the Bridge Services. Section headings in this Agreement are for convenience only and will not govern the meaning or interpretation of any provision of this Agreement.

11.5 Assignment

We reserve the right to assign our rights without restriction to any Bridge affiliate, any successor in interest of any business associated with the Bridge Services, or to any other person in our sole discretion, subject to compliance with Applicable Laws. If Bridge is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the Personal Data we have collected from you as part of such merger, acquisition, sale, or other change of control. If that is the case, we will inform you if your details are being transferred to a third party entity. You may not assign any rights or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation of this section ‎11.5 will be null and void.

11.6 Severability

If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Law and the validity or enforceability of any other provision of this Agreement will not be affected.

11.7 Non-Waiver of Rights

This Agreement may not be construed to waive rights that cannot be waived under Applicable Law. In addition, our failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

11.8 Subcontracting

Bridge may engage subcontractors, affiliates or other third parties to perform any services or obligations under this Agreement on its behalf. Bridge will remain responsible for the performance of its obligations under this Agreement and for the acts and omissions of any such subcontractors, affiliates or third parties as if they were the acts and omissions of Bridge. Nothing in this provision limits Bridge’s right to determine the manner and means of performance of its obligations under this Agreement.

11.9 Data Protection

In respect of any Personal Data we process and/or that you share with us under the Agreement, the parties agree that they shall each comply with their respective obligations under the EU’s General Data Protection Regulation (Regulation (EU) 2016/679) and any implementing or supplementing legislation, or any statutory instrument, order, rule or regulation made thereunder and all Applicable Laws in any jurisdiction relating to the processing of Personal Data and privacy (“Data Protection Laws”). We will process your Personal Data in accordance with our Privacy Notice (as updated from time to time). If you disclose any Personal Data to us relating to individuals other than yourself, you must ensure that (A) this complies with Data Protection Laws, including, without limitation, ensuring you have provided privacy notices to all individuals to whom the relevant Personal Data relates, and (B) the Personal Data is accurate, up to date and relevant when disclosed. Each party shall also ensure that it has satisfied an applicable statutory ground under the Data Protection Laws permitting it to transfer any applicable Personal Data to the other party.

11.10 Conflicts of Interest

As part of acting in the best interests of our clients, we have implemented, and will on an ongoing basis maintain, robust policies and procedures that identify, prevent, manage, and disclose any conflicts of interest that may from time to time arise between us and any third party or between two or more clients. In accordance with Applicable Law, we have disclosed the general nature and sources of conflicts of interest, along with the measures taken to mitigate those conflicts in our Conflicts of Interest Policy, a summary of which is available here: www.bridge.xyz/legal.

11.11 Language

This Agreement, related pre-contractual information and any information or notifications that you or we are to provide will be in English, except as otherwise required under Applicable Law or requested by you in accordance with Applicable Law. Any information that you are required to provide should be provided in English, except where otherwise requested by you in accordance with Applicable Law.

11.12 E-sign and Electronic Communications Consent

(A) We or the Partner will send all notices and communications with you (“Communications”) through your Partner Account to the email address associated with your Partner Account. To ensure that you receive all of our Communications, you must at all times maintain at least one valid email address in your Partner Account, keep your email address up-to-date and immediately notify the Partner if there are any changes. Delivery of any Communications by us to the email address associated with your Partner Account is considered valid. You understand and agree that if we send you an email (including any legally required notices) but you do not receive it because the email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive emails, you will still be deemed to be in receipt of the email. If any email Communication is returned as undeliverable, we retain the right to block access to your Bridge Account until you provide and confirm a new and valid email address.

(B) To access and retain electronic Communications, you will need the following computer hardware and software: (1) a device with an Internet connection; (2) a current web browser that includes 128-bit encryption (eg Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled; (3) a valid email address (your primary email address on file with Bridge or Partner); and (4) sufficient storage space to save past Communications or an installed printer to print them.

(C) You may withdraw your consent to receive Communications electronically by contacting us at support@bridge.xyz. If you withdraw your consent to receive Communications electronically, we reserve the right to immediately close your Bridge Account or charge you additional fees for paper copies.

Exhibit 1

Bridge Error Correction Notice

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS:

Email us at support@bridge.xyz as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared.

1. Tell us your name and account number (if any).

2. Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.

3. Tell us the euro amount of the suspected error and the date when the transfer took place.

We will determine whether an error occurred within ten business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provide you with a provisional credit to your Bridge Account within ten business days for the amount you think is in error so that you will have use of the money during the time it takes us to complete our investigation.

For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your Bridge Account for the amount you think is in error.

We will advise you of the results within ten business days after completing our investigation. If we decide that an error didn’t occur, we will withdraw any previously issued provisional credit placed in your account and send you a written explanation of our decision. Note that you may ask for copies of the documents that we used in our investigation.

Exhibit 2

Digital Asset Wallet Terms

1. Except as provided herein, you own all Digital Assets held in your Digital Asset Wallet and these Digital Assets are assets held in custody by us for you.

2. As you are the owner of the Digital Assets in your Digital Asset Wallet, we will not have any liability for fluctuations in the value of the Digital Assets held on your behalf by us in your Digital Asset Wallet.

3. Our custodial obligations. None of the Digital Assets in your Digital Asset Wallet should be subject to the claims of our creditors. However, a court may disagree with our treatment of your Digital Assets and subject them to claims of our creditors. Except as required by law, or as set forth in this Agreement, we won’t sell, transfer, loan, hypothecate, or otherwise alienate any Digital Assets in your Digital Asset Wallet unless you instruct us to.

4. Segregation of Crypto-assets. We maintain separate ledgers for your Digital Asset Wallet and our accounts. Additionally, we will legally and operationally segregate the Digital Assets we hold in custody for you from our own assets in accordance with Applicable Law and will ensure client assets are clearly identified and protected in the event of our insolvency.

5. Custody Policy. We have a Custody Policy in place which contains our internal rules and procedures to ensure the safekeeping and/or control of your Digital Assets, and the means of access to your Digital Assets, and which is designed to minimise the risk of a loss of client Digital Assets due to fraud, cyber threats or negligence. A summary of our Custody Policy, together with a description of the security systems we use, is available here: www.bridge.xyz/legal.

6. Account statements. You have continuous access to real-time and historic account information via your Partner Account. Account information will identify the amount and value of each Digital Asset in your Digital Asset Wallet at the end of the period and on a look-back basis, and will set out details of all transactions carried out via your Bridge Account during that period. As a result of this information being available to you on a real-time basis, we do not proactively send statements to you unless agreed with you separately.

7. While we take responsibility under Applicable Law as custodian of any such Digital Asset Wallet, you are ultimately legally responsible for all transactions (including for risk of loss that is not otherwise covered by us under the Bridge Services) made to or from your Digital Asset Wallet, including Orders for which you or a third party (including your Partner(s)) provide incorrect instructions.

8. We can suspend access to your Digital Asset Wallet without prior notice if you breach any term of this Agreement, including any actual suspected violation of Applicable Law.

9. If required by any applicable governmental authority or court order:

(A) we may suspend access to your Digital Asset Wallet; and

(B) we may freeze or seize or clawback any and all Digital Assets held in your Digital Asset Wallet.

10. We may, at any time, add or remove Digital Asset Wallet support for certain Digital Assets. If support is removed, you will be provided a reasonable opportunity to move your impacted Digital Assets prior to support being removed. If you do not move impacted Digital Assets prior to support being removed, those assets will be frozen and you will need to contact us to arrange for their return, or the return of funds of an equivalent value, to you.

11. In respect of our provision of custody services to you as set out in this ‎Exhibit 2, our liability to you will be limited as set out in this paragraph ‎11. To the extent this paragraph ‎11 conflicts with section ‎‎9.4 of the Agreement, this paragraph ‎11 will take precedence. We will be liable to you for the loss of any Digital Assets or of the means of access to Digital Assets as a result of an incident that is attributable to us, up to a maximum amount equal to the market value of the Digital Assets that were lost, at the time the loss occurred.

12. In no event will we be liable for losses of Digital Assets where the loss occurred as a result of incidents that were not directly attributable to us. This includes any event that occurred independently of our provision of the Bridge Services to you, or independently of our operations, including:

(A) any problem inherent in the operation of any distributed ledger underlying any Digital Asset;

(B) your failure to verify the details of any Digital Asset transfer before executing it;

(C) breaches of our security that occur notwithstanding our compliance with our security obligations under this Agreement;

(D) any compromise of custodial account login credentials due to no fault of ours; and/or

(E) your failure to follow or act on any notices or alerts that we send to you relating to the security of your Digital Asset.

13. The underlying protocols for certain Digital Assets offer holders the ability to exercise rights attached to the Digital Assets. Our ability to facilitate these rights depends on the Digital Assets that we choose to support, and our technical capabilities. Where we do not facilitate these rights, you will need to withdraw your Digital Assets to an external wallet and use the respective protocol’s interface in order to exercise the rights.

14. You may stop using your Digital Asset Wallet at any time and may terminate this service by notifying us at support@bridge.xyz. You will then need to withdraw your Digital Assets from the Digital Asset Wallet to an external wallet within a reasonable period of time.

Exhibit 3

Stablecoin Risk Disclosures

There are several risks associated with buying and selling Stablecoins. By accessing and using the Bridge Services, you are promising us that you have read and understand the following Stablecoin Risk Disclosures.

1. Unique Features of Stablecoins

Stablecoins are not legal tender in the EEA.

2. Stability, Valuation, and Liquidity

The price of Stablecoins is based on the reputation of the Issuer, the financial institution and the jurisdiction where the Issuer stores the Fiat Currency associated with the Stablecoin, the stability of the Blockchain on which the Stablecoins are issued, the laws that apply to Stablecoins and many other factors. Some Stablecoins may lose all of their value, or you may be unable to redeem Stablecoins for Fiat Currency as a result of one or a combination of these factors.

3. Cybersecurity

The cybersecurity risks of Stablecoins and Connected Wallets include hacking vulnerabilities and a risk that Blockchains may not be immutable. A cybersecurity event could result in a substantial, immediate and irreversible loss of your Stablecoins. Even a minor cybersecurity event in a Stablecoin is likely to result in a loss of value or ability to redeem a Stablecoin.

4. Stablecoin Issuers, Intermediaries and Custodians

Regulation of Stablecoins is constantly evolving. A lack of regulatory oversight in certain jurisdictions creates a risk that an Issuer may not hold enough Fiat Currency to satisfy its obligations to redeem Stablecoins, and that such deficiency may not be easily identified or discovered. In addition, many Issuers and their service providers have experienced significant outages, downtime and processing delays, and may have a higher level of operational risk than traditional financial institutions.

5. Regulatory Landscape

Stablecoins currently face an uncertain regulatory landscape and may be subject to limited regulatory oversight. Global regulations that apply to Stablecoins vary from country to country and may be inconsistently applied. In addition, Stablecoins may be regulated by additional regulators in the future. Such laws and regulations may impact the price of Stablecoins and their acceptance by users, merchants and service providers.

6. Technology

The relatively new and rapidly evolving technology underlying Stablecoins introduces unique risks. For example, a unique private key is required to access, use or transfer a Stablecoin on a Blockchain. The loss, theft or destruction of a private key may result in an irreversible loss.

7. Irreversible Transactions

Stablecoin transactions are irreversible. We do not have the ability to reverse or recall any transaction that occurs on a Blockchain, including supported Blockchains, once initiated. You are responsible for any losses that might be incurred as a result of sending Stablecoins to an incorrect or unintended cryptocurrency wallet. You acknowledge and accept that you may lose access to, and any claim on, those Stablecoins indefinitely or permanently.

8. Virtual IBANS

Funds received via your Virtual IBAN are held on a Master Account in our name held at Banking Circle and are excluded from the protection for unavailable deposits under the Luxembourg deposit guarantee scheme, the Fonds de Garantie des Dépôts Luxembourg ("FGDL") (www.fgdl.lu).

Funds held on the Master Account with Banking Circle S.A., including funds attributable to you, may be subject to extra-judicial opposition notified to Banking Circle S.A. by competent authorities, governmental bodies, or our third-party creditors under applicable law. In such cases, funds on the Master Account, including yours, may be frozen, blocked, or seized, in whole or in part, without prior notice, regardless of whether the claim relates to you or other users whose funds are also held on the Master Account. We are not liable for any loss, damage, delay, or inconvenience resulting from such freezing, blocking, or seizure, except where caused by our wilful misconduct or gross negligence and subject to applicable law.

Exhibit 4

Prohibited Activities

You will not use the Bridge Services to undertake orenable, by you or any third party, (the “Prohibited Activities List”)any of the following: unlawful or abusive activity, fraud, unlawful gambling,intellectual property infringement, investment or credit services, checkcashing, bail bonds, collections agencies, counterfeit or unauthorised goods,drugs and drug paraphernalia (including pseudo pharmaceuticals), substancesdesigned to mimic illegal drugs, adult content and services, multi-levelmarketing, unfair, predatory or deceptive practices, money services, and anybusiness that Bridge believes poses elevated financial risk, legal liability,or violate card network rules or bank policies.

Bridge may update this Prohibited Activities List at anytime upon notice to you.