Version: 15 July 2026
1. About the Trading Portal
1.1. These terms and conditions, together with any agreements and additional terms expressly incorporated by reference, and any other terms and conditions or other agreement, including our Privacy Policy, that Auros Strategic Solutions Limited (“Auros,” “we,” “us” and “our”) posts publicly or makes available to you or any legal entity that you represent (“you” or “your”), (collectively, these “Terms”), are entered into between Auros and you concerning your use of, and access to the Trading Portal and the Services.
1.2 For the avoidance of doubt, these Terms govern only your access to and use of the Trading Portal and the Services. They do not govern any sale, purchase, trading, transactional or economic terms of any Digital Asset transaction between you and Auros, which are subject to the applicable master trading agreement (the “Master Trading Agreement”) entered into between you and Auros.
1.3 By clicking “I agree” to these Terms electronically on a site, acknowledging these Terms by other means, or otherwise registering for an Account, accessing or using the Trading Portal or the Services, you accept and agree to be bound by and to comply with these Terms and acknowledge that you have read and understood our Privacy Policy. If you do not agree with these Terms, you must cease usage of the Trading Portal, or any of the Services. Please carefully review the disclosures and disclaimers set forth in these Terms in their entirety before accessing or using the Trading Portal or any of the Services.
1.4 Auros reserves the right, in its sole discretion, to review and change any of these Terms from time to time. Auros will provide you with not less than thirty (30) days’ prior notice of any material change to these Terms. Any changes to these Terms take immediate effect from the date of their publication. By continuing to access the Trading Portal and/or use the Services once the amended Terms have become effective, you agree to be bound by the amended Terms. If you do not agree to the amended Terms, then you must stop using the Trading Portal and the Services.
1.5 These Terms supplement and should be read together with the Master Trading Agreement, term sheet, confirmation, schedule, annex or other transaction document entered into between you and Auros (each a “Transaction Document”). These Terms do not amend, override or supersede the express terms of any Transaction Document. If there is any inconsistency between these Terms and the express terms of a Transaction Document, the Transaction Document shall prevail.
2. Registration
2.1. In order to access the Services and the Trading Portal, you must first register for an account through the Trading Portal (the “Account”).
2.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide certain information about you and your Authorized Users for identity verification purposes.
2.3. You acknowledge and agree that, in accessing the Trading Portal and/or using the Services, you are authorized to provide the personal details presented and consent to your information being checked by us or via third party systems for the purpose of verifying your identity, your source of funds and/or source of wealth, and that of any Authorized User.
2.4. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend, terminate or limit your access to your Account or to all or part of the Services immediately and without notice.
2.5. You warrant that any information you provide is complete, accurate, and truthful. You must notify us in writing without delay of any change to any information or documentation previously provided to us. You must also submit any supporting information and/or documentation relating to such change we may require from time to time.
3. Eligibility
3.1 You are only eligible to access and use the Trading Portal or any of its associated Services if (i) you are a resident of or domiciled in Hong Kong, you are a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and the rules made under the SFO; or (ii) you are not a resident or domiciled in Hong Kong, you qualify for such other equivalent status under the Applicable Law(s) that are applicable to you.
3.23.1 You must notify Auros immediately if your status changes or if any representation previously made to Auros becomes untrue or inaccurate. Access to and use of the Trading Portal, or any of the Services, may be suspended or terminated if Auros determines in its sole discretion that any of our eligibility requirements are not satisfied. We may amend our eligibility requirement at any time in our sole discretion.
3.2 Each representation you make in Section 3 and Section 4 is deemed repeated on each date you or any Authorized User submits a Trading Instruction. You must notify Auros promptly if any such representation is or is likely to become untrue or inaccurate, and Auros may immediately suspend or terminate your access to the Trading Portal or the Services without any liability to you.
3.3 Auros retains sole discretion to determine your, or any Authorized User’s eligibility to access particular Digital Assets made available through the Trading Portal, and may restrict, suspend or vary such access at any time without any liability to you.
4. Your obligations
4.1. As a condition to accessing or using the Services or the Trading Portal, you represent, warrant and covenant to Auros the following:
4.1.1 (i) If you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and (ii) if you are entering into these Terms as a legal entity, then the entity is duly incorporated, validly existing and in good standing under the laws of its place of incorporation and you must have the legal authority to accept these Terms on that entity’s behalf.
4.1.2 Neither acknowledgment of these Terms, nor the consummation of any transaction under the Master Trading Agreement, does or will violate any Applicable Law or conflict with, violate or constitute a default under any material agreement to which you are a party.
4.1.3 You and any of your Affiliates or direct or indirect beneficial owners do and will conduct your business in compliance with (i) applicable laws or regulations that pertain to anti-money laundering (“AML”), counter-terrorist financing (“CTF”), or record keeping and reporting requirements in any jurisdiction in which you are incorporated or conduct business; and (ii) applicable trade and economic sanctions administered by (a) the U.S. Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce or any other U.S. government authority, (b) the European Union or any European Union member state; (c) His Majesty’s Treasury of the United Kingdom or any other United Kingdom government authority; (d) the United Nations Security Council; or (e) the Monetary Authority of Singapore or any other Singapore government authority (collectively, “Sanctions”).
4.1.4 You, any of your Affiliates or direct or indirect beneficial owners are not, and will not, be (i) incorporated under the laws of, ordinarily resident in, or located in a country or territory that is the subject of any countrywide or territory-wide Sanctions; (ii) the subject of any Sanctions; (iii) included on any list of specifically designated nationals or designated persons or entities in relation to Sanctions or any other relevant lists maintained by any Governmental Authority; (iv) restricted from engaging in trade, business or other activities under the laws of the United States; or (v) unless otherwise disclosed in writing to Auros, a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
4.1.5 You are not located, incorporated, otherwise established in, a citizen of, or resident of, or have business operations in a jurisdiction where it would be illegal under Applicable Law for you to access or use the Services or the Trading Portal, or cause us or any third party to contravene any Applicable Law.
4.1.6 You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
4.1.7 You shall, and shall procure that your Authorized Users, comply with these Terms and Applicable Laws regarding the use of the Trading Portal and the Services and neither you nor any of your Authorized Users will use the Trading Portal or the Services if any Applicable Law prohibits from doing so.
4.1.8 You are compliant at all times with all Applicable Law in all jurisdictions in which you operate.
4.1.9 You shall, and shall procure that your Authorized Users, possess and maintain all required permits, licenses, registrations, certificates, authorizations and approvals necessary under Applicable Law to (i) carry on your business; and (ii) access and use the Trading Portal.
4.1.10 You shall cooperate fully with Auros to enable Auros to comply with its ongoing obligations under applicable “know-your-customer” and anti-money laundering laws, rules and regulations (“KYC Rules”) and the checks, due diligence, verification and/or other procedures Auros is required to carry out in relation to such KYC Rules, including, without limitation, by providing all documentation and information to Auros as Auros shall reasonably request.
4.2 As a condition to accessing or using the Trading Portal, you acknowledge, understand, and agree to the following:
4.2.1 You have the sole responsibility for protecting the confidentiality of your password, email address and 2-factor authentication (“Login Credentials”) and where you do not use 2-factor authentication, you are liable for any losses where a third party unlawfully obtains your password. Sharing your Login Credentials with any other person may result in the immediate suspension of your access to the Trading Portal and/or cancellation of the Services.
4.2.2 You will, and will require all of your Authorized Users to, use all reasonable means to secure email addresses and passwords, hardware and software used to access the Services (including Login Credentials) in accordance with customary security protocols and Documentation (including using 2-factor authentication), and will promptly notify Auros if you know or reasonably suspect, or any of your Authorized User knows or reasonably suspects, that any email address and password (including any Login Credentials) has been compromised. Each Account for access to and use of the Services may only be accessed and used by you or your Authorized User for whom such Account is created. You will not, and you will procure that none of your Authorized Users, misrepresent identity or otherwise provide any deceptive or misleading profile information when creating an Account in connection with the Services.
4.2.3 From time to time the Trading Portal and the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Auros or any of its suppliers or contractors may undertake from time to time; (iii) causes beyond Auros’ control or that Auros could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; (v) unavailability of third-party service providers or external partners for any reason; or (vi) any suspension, restriction or discontinuation of all or part of the Trading Portal by Technology Provider. Auros will notify you as promptly as reasonably practicable where it becomes aware that your access to the Trading Portal has been or will be affected by any of the above. Auros will not be liable to you for any loss, damages or costs arising from any unavailability, inaccessibility or inoperability of the Trading Portal or the Services.
4.2.4 The Trading Portal and the Services may evolve, which means Auros may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion.
5. Transactions
5.1 The Services are provided solely for spot Digital Asset transactions only. You represent that you will not, and shall procure your Authorized Users to not, knowingly provide Trading Instructions that relate to any securities transactions.
5.2 Auros enters into any Digital Asset transactions with you as an arm’s-length principal counterparty. For the avoidance of doubt, the Technology Provider is not party to any transaction between you and Auros. You acknowledge and agree that the Technology Provider acts solely as a technology provider and is not registered, licensed or otherwise regulated as a broker-dealer, investment adviser, financial institution or payment service provider under any applicable law or regulatory regime, including without limitation by the Monetary Authority of Singapore, or any other governmental or regulatory authority. The Technology Provider does not perform and is not responsible for any investment, financial, advisory, brokerage or payment services of any kind. No communication or information made available through the Trading Portal by or on behalf of the Technology Provider constitutes investment advice, a recommendation, or any other form of financial guidance.
5.3 Auros does not act as a broker, intermediary, agent, adviser, trustee, portfolio manager or custodian for you and it has no fiduciary relationship or obligation to you in connection with any transactions or other activities you undertake when using the Services or the Trading Portal and you must not regard Auros as so acting. Auros does not provide any investment, legal, regulatory, tax, accounting, financial or other advice of any kind, and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind.
5.4 You acknowledge and agree that neither your relationship with us nor any Services provided to you, nor any other matter, will give rise to any duties on our part or on the part of any of our Affiliate, whether legal, equitable, fiduciary in nature, save as expressly set out in these Terms.
5.5. You are solely responsible for ensuring that any Trading Instruction submitted is complete and accurate. Auros is not required to pre-screen or verify the accuracy, completeness, authenticity or validity of any Trading Instruction. Auros retains sole discretion to accept or reject any Trading Instruction. We reserve the right to refuse to act upon any Trading Instruction if we become aware or reasonably suspect that the Trading Instruction or other communications do not comply with any applicable specification, Applicable Law, the Master Trading Agreement or any of these Terms. Auros is not liable to you for any loss, damages or costs arising out of or in connection with it not acting on any Trading Instruction.
5.6 Auros may reject or block any transaction in accordance with Applicable Law. You acknowledge and agree that there is no certainty that Auros will execute a transaction following communication of Trading Instructions through the Trading Portal, and that Auros is not liable in the event it refuses to execute such transaction (assuming Auros validly received such Trading Instructions in accordance with these Terms).
5.7 Any trade execution and settlement shall occur bilaterally between you and Auros pursuant to these Terms and will be concluded and settled outside the Trading Portal, in accordance with the applicable Master Trading Agreement and Applicable Law.
5.8 Your Trading Portal balance displays are updated automatically, however, certain balance changes, such as withdrawal of Digital Assets, may not be automatically updated. A balance displayed on the Trading Portal does not constitute any representation or warranty by Auros as to your on-chain position of any Digital Asset at any given time. Auros is not liable for any loss arising from a Trading Instruction submitted on the basis of an inaccurate or stale balance display, including where the inaccuracy results from a delay in Auros' balance update process.
5.9 You must not submit any Trading Instruction in reliance on a balance that you know or suspect may not have been updated to reflect a recent deposit, withdrawal, or executed trade.
5.10 Any withdrawal request may only be submitted to wallet addresses that have been agreed between you and Auros in the applicable Master Trading Agreement. Any request to add, change, or remove such wallet address must be made pursuant to the terms of the Master Trading Agreement.
5.11 You assume full responsibility and liability for any loss resulting from intentional or unintentional misuse of your Account, including, without limitation, any loss resulting from (i) depositing one type of Digital Asset to a wallet address intended for another type of Digital Asset, regardless of whether the relevant blockchain network confirms the applicable Digital Asset transaction; (ii) depositing a Digital Asset into a wallet address that you did not intend; or (iii) inserting incorrect transaction information into the Trading Portal. Auros assumes no responsibility or liability in connection with any of the foregoing. You understand and acknowledge that any transfer of Digital Assets cannot be reversed once the transaction has been broadcasted to a blockchain network.
6. Pricing
6.1 Auros may include a mark-up within the quoted Digital Asset prices displayed on the Trading Portal. Your use of the Services constitutes your consent to the application of such mark-up. You acknowledge and agree that Auros may remit to the Technology Provider such mark-up levied and collected by Auros in each transaction.
7. Use Restrictions
7.1 You will not, and will not permit any Person to, use the Trading Portal or Services in any manner beyond the scope of the rights expressly granted in these Terms. You will not at any time, directly or indirectly, and will not permit any Person (including your Authorized Users) to:
1 modify or create derivative works of the Services or the Trading Portal, in whole or in part;
2 reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services or the Trading Portal, in whole or in part;
3 sell, resell, rent or lease use of the Services or the Trading Portal to any other Person, or otherwise allow any Person to use the Services or the Trading Portal for any purpose other than for your benefit in accordance with these Terms;
4 use the Services or the Trading Portal to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data (including any End Customer Materials) for which you do not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Services or the Trading Portal;
5 interfere with, or disrupt the integrity or performance of, the Services or the Trading Portal, or any data or content contained therein or transmitted thereby;
6 access or search the Trading Portal (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than any software or the Trading Portal features provided by the Technology Provider for use expressly for such purposes;
7 use the Trading Portal, Documentation or any other Technology Provider Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services or the Trading Portal;
8 use the Services or the Trading Portal in any way that exceeds any usage limitations as communicated by Auros to you in writing from time to time;
9 use the Trading Portal to develop, train, improve, or generate output from any artificial intelligence or machine learning system;
10 use the Services or the Trading Portal for any unlawful purpose or in any manner prohibited by these Terms or Applicable Law; or
11 encourage, induce or assist any third party, or yourself attempt, to engage in any of the uses prohibited under this Section or any other provision of these Terms.7.2 You acknowledge and agree that you are responsible to Auros for any act or omission by each such Authorized User in connection with their use of the Services and the Trading Portal. You agree to indemnify Auros from and against any liability arising out of or related to any act or omission of any Authorized User with access to your Account.
8. Intellectual Property
8.1 Subject to your compliance with these Terms, including without limitation Section 7 (Use Restrictions), Auros hereby grants you a limited, non-transferable, non-exclusive right to access and use the Trading Portal solely for your own internal business purposes until such time as your right to use the Trading Portal is terminated or expired.
8.2 You hereby grant Auros a limited, worldwide, royalty-free, sublicensable license to use, extract, reformat, manipulate, analyze, summarize, and otherwise derive information from the End Customer Materials solely as necessary and proportionate to provide the Services to you and where necessary to enable the Technology Provider to operate, maintain, and improve the White-Label Services.
8.3 You hereby represent, warrant and covenant to Auros that you have obtained and will obtain all necessary consents, permissions and licenses with respect to any and all End Customer Materials to the extent necessary: (i) for you and Auros to comply with all Applicable Law; (ii) for Auros to comply with its obligations to Technology Provider in connection with the provision of the White-Label Services; and (iii) for you to grant the licenses contemplated by Section 8.2 without violating any third-party Intellectual Property Rights or privacy rights.
8.4 You acknowledge that the Trading Portal is operated by the Technology Provider, and that such Technology Provider may combine any anonymized data, and use such combined data, or a subset thereof (provided that any such combined data or subset thereof may not solely consist of End Customer Materials), in strictly an aggregate and anonymous manner where such data becomes Derived Data. You acknowledge that Technology Provider is the exclusive owner of all such Derived Data in accordance with the Technology Provider Terms. You, on behalf of yourself and your Authorized Users, consent to End Customer Materials being processed by the Technology Provider for the purpose of creating Derived Data as described in this Section 8.4.
8.5 You, on behalf of yourself and your Authorized Users, hereby grant Auros a perpetual, irrevocable, royalty-free, transferable, sublicensable, worldwide and fully paid-up license to use and exploit all Feedback, including by providing such Feedback to the Technology Provider for its business purposes, including the testing, development, maintenance and improvement of the White-Label Services.
8.6 Nothing in these Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the White-Label Platform, White-Label Documentation, any output generated through the White-Label Services, the White-Label Services or any improvements, modifications, enhancements or derivative works of the foregoing, and all Intellectual Property Rights in and to any of the foregoing (collectively, "White-Label Platform IP"). You acknowledge that all right, title and interest in and to the White-Label Platform IP is exclusively owned by the Technology Provider, and that Auros' rights therein are limited to those licensed to it by the Technology Provider.
8.7 All Intellectual Property Rights created in any such White-Label Platform IP will vest solely in the Technology Provider upon creation, and to the extent that sole ownership does not originally vest in the Technology Provider, such Intellectual Property Rights are hereby automatically and irrevocably assigned by you (and your Authorized Users) to Auros, and Auros hereby automatically and irrevocably assigns such Intellectual Property Rights to the Technology Provider. You will, and will ensure your Authorized Users will, take any and all actions and execute any and all documents necessary to give effect to the foregoing.
8.8 For the avoidance of doubt, nothing in this Section 8 affects ownership of any Auros-authored materials provided to you separately from the White-Label Platform IP (if any), which remain the property of Auros. Each party hereby expressly reserves all Intellectual Property Rights not expressly granted hereunder.
8.9 Any Auros’ names, logos, and other marks used on the Trading Portal or the Services are trademarks owned by Auros or its Affiliates (“Auros IP”). You may not copy, imitate, or use them without the prior written consent of Auros, and these Terms do not grant you any interest, right or title in the Auros IP.
9. Termination
9.1 These Terms will continue to apply until terminated in accordance with this Section 9.
9.2 We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services and / or the Trading Portal, in whole or in part, for any reason whatsoever.
9.3 Without limiting any right or remedy available to either party, either party may terminate these Terms:
(i) effective on written notice to the other party, if the other party breaches these Terms, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach;
(ii) effective upon written notice to the other party (to the extent practicable), in the event a new Applicable Law, or change of Applicable Law, would, in the terminating party's reasonable discretion, (a) make or cause the terminating party's performance under these Terms to violate such Applicable Law, (b) have a material adverse effect on the ability of the terminating party to carry out its obligations under these Terms, or (c) make or cause such performance to be prohibitively expensive or otherwise commercially impracticable; or
(iii) at any time during the Term if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, which petition or proceeding is not dismissed with prejudice within sixty (60) days after filing.
9.4 You acknowledge that the Technology Provider retains the right to modify, suspend or terminate the White-Label Platform or any component of the White-Label Services, including without limitation where such action arises from (i) the discontinuation or modification of an agreement between the Technology Provider and its own third-party service providers; (ii) an actual or suspected infringement of a third party's Intellectual Property Rights by the White-Label Platform or any component thereof; (iii) any legal authority, regulatory or government agency, or judicial or law enforcement body threatening or commencing any adverse legal or regulatory action, investigation or inquiry with respect to any applicable API and/or related services provided by the Technology Provider, or the Technology Provider otherwise determining in its sole discretion that the continued provision of the White-Label Platform or White-Label Services may not be consistent with Applicable Law; or (iv) any other reason permitted under the Technology Provider Terms. If the Technology Provider exercises any such right in a manner that prevents Auros from continuing to provide the Services to you, Auros will: (i) notify you as promptly as reasonably practicable; and (ii) have the right to suspend or terminate the Services or these Terms, without liability to you for such modification, suspension or termination.
9.5 Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Trading Portal or the Services.
9.6 You acknowledge and agree that termination of the Terms or your access to the Trading Portal does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination, and shall not terminate or affect any representations, warranties, promises, statements and indemnities made by you under these Terms or in relation to your use and access of the Trading Portal or the Services.
9.7 Following termination of your Account, you agree that Auros will retain your account and transactional information that meets its retention criteria under the Privacy Policy and Applicable Law, in each case for not less than five (5) years from the date of termination, or such longer period as required under Applicable Law (including any AML/CTF or KYC record-keeping requirements). If any transaction remains incomplete or unsettled at the time your Account is terminated, Auros retains the right to take such steps as it considers necessary to complete, reverse or otherwise resolve that transaction, and will notify you of the status of that process.
9.8 Where you request erasure of your personal data, including under the European Union’s General Data Protection Regulation, Bermuda's Personal Information Protection Act, Hong Kong's Personal Data (Privacy) Ordinance, or any other applicable data protection law, that request remains subject to any exception under such Applicable Law that permits or requires Auros to continue retaining the relevant data — including where retention is necessary for Auros to comply with the record-keeping obligations described in Section 9.7 and Section 10. This Section 9.8 does not limit any erasure right you may have under Applicable Law to the extent no such exception applies.
10. Record Keeping and Audit
10.1 By using the Services and the Trading Portal, you agree to (i) permit Auros to, in accordance with its applicable record retention policies, maintain detailed records of all trading orders managed, compiled and communicated through the Trading Portal, all material written complaints it receives related to any Services, or the activities conducted pursuant to these Terms and any other information that Auros is required by Applicable Law to retain; and (ii) cooperate with Auros and provide any information or documentation reasonably requested by Auros to enable it to fulfil its record-keeping obligations.
10.2 Auros' retention of records relating to your transactions on the Trading Portal does not substitute for or satisfy any independent record-keeping obligation you may have under Applicable Law.
10.3 The Technology Provider Terms grant the Technology Provider the right, in certain circumstances, to audit Auros' records for the purpose of verifying Auros' compliance with the Technology Provider Terms and Applicable Law. You acknowledge and agree that, in connection with any such audit, Auros may be required to disclose to the Technology Provider and/or its nominated auditor information relating to your use of the Trading Portal and the Services, to the extent such information forms part of the records reasonably required for that audit ("Audit Disclosure"). Auros will limit any Audit Disclosure to what is reasonably necessary and will require any person conducting the audit on the Technology Provider’s behalf to be bound by confidentiality obligations with respect to any information so disclosed.
11. Confidential Information.
11.1 Any information that one party provides to the other party that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be “Confidential Information” of the disclosing party (the “Disclosing Party”).
11.2 Each party (the “Receiving Party”) will maintain the other party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under these Terms. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except: (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms; or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
11.3 Nothing in these Terms will prohibit or limit either party’s use of information: (i) rightfully known to it prior to receiving it from the Disclosing Party; (ii) independently developed by or for it without use of or access to the other party’s Confidential Information; (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information; or (iv) which is, or becomes, publicly available through no breach of these Terms. Without limiting the foregoing, nothing in these Terms will limit or restrict the Technology Provider’s ability to use or disclose any general know-how, experience, concepts and/or ideas that the Technology Provider or its personnel acquire or obtain in connection with the Trading Portal or the Services.
12. Customer Support
12.1 All support requests must be first directed to Auros. Auros will use commercially reasonable efforts to address any support issues promptly. All support requests must be raised with Auros as your first and only point of contact. Under no circumstances shall you or your Authorized Users contact, request support from, communicate or otherwise interact with the Technology Provider.
12.2 Where a support issue requires escalation beyond Auros' first-level resolution, resolution of such issue shall be dependent on the support received from the Technology Provider.
13. Disclaimer
13.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT THE TRADING PORTAL AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AUROS MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE TRADING PORTAL AND THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AUROS HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, AUROS HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE TRADING PORTAL OR THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. AUROS DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SPEED OR DELIVERY OF THE SERVICES.
13.2 WITHOUT LIMITING THE GENERALITY OF SECTION 13.1, YOU ACKNOWLEDGE THAT AUROS IS NOT REQUIRED TO PRE-SCREEN OR MONITOR THE END CUSTOMER MATERIALS (INCLUDING TRADING INSTRUCTIONS). UNDER NO CIRCUMSTANCES WILL AUROS BE LIABLE IN ANY WAY FOR ANY END CUSTOMER MATERIALS, INCLUDING LIABILITY FOR ANY ERRORS, INACCURACIES, OR OMISSIONS THEREIN, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF THESE TERMS OR APPLICABLE LAWS. YOU AGREE THAT (I) AUROS IS NOT RESPONSIBLE FOR PERFORMING AND IS NOT LIABLE FOR ANY FAILURE TO PERFORM ANY STORAGE OR BACK-UP OF END CUSTOMER MATERIALS; AND (II) YOU ARE RESPONSIBLE FOR MAINTAINING ADEQUATE SECURITY AND CONTROL OF YOUR LOGIN CREDENTIALS, ANY AND ALL IDS, PASSWORDS, HINTS, PERSONAL IDENTIFICATION NUMBERS, OR ANY OTHER CODES THAT YOU USE TO ACCESS THE TRADING PORTAL IN RELATION TO THE SERVICES.
14. Limitation of liability
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUROS, ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS AND REPRESENTATIVES (THE “RELATED PERSONS”)) BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AUROS NOR ITS AFFILIATES (AND NONE OF THEIR RESPECTIVE RELATED PERSONS) SHALL BE LIABLE FOR ANY CLAIMS, SUITS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, OBLIGATIONS, LIABILITIES, COSTS, FEES AND EXPENSES WHICH YOU OR ANY OF YOUR AUTHORIZED USER MAY INCUR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR TRADING PORTAL, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, UNLESS DUE TO THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF AUROS, ITS AFFILIATE OR ANY OF THEIR RESPECTIVE RELATED PERSONS.
15. Indemnification
15.1 You will defend, indemnify, and hold harmless Auros, its Affiliates, together with their respective employees, shareholders, directors, officers and representatives (collectively, the "Indemnified Parties" and each an “Indemnified Party”), and pay all damages finally awarded against any Indemnified Party pursuant to a final, valid and binding judgment or order, or a final settlement agreement, with respect to any claim, suit or proceeding brought by a third party against any Indemnified Party arising from: (i) any End Customer Materials, including (a) any claim that the End Customer Materials infringe, misappropriate or otherwise violate any third-party Intellectual Property Rights or privacy rights; and (b) any claim that the use, provision, transmission, display or storage of the End Customer Materials violates these Terms or Applicable Law; (ii) use of the Services or the Trading Portal by you or your Authorized Users in a manner that is not in accordance with these Terms (including any act or omission of any Authorized User) or the Documentation, or is otherwise in breach of the use restrictions set out in Section 7 (Use Restrictions); and (iii) any amount an Indemnified Party is liable to pay, or required to indemnify the Technology Provider under the Technology Provider Terms as a result of any act, omission or breach of these Terms by you or your Authorized Users, whether or not any claim, suit or proceeding has been brought against an Indemnified Party.
15.2 The Indemnified Party will promptly notify the other party (the “Indemnifying Party”) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
16. Miscellaneous
16.1 These Terms, the applicable Master Trading Agreement, all Trade Confirmation(s)/Term Sheet(s) (as defined in the Master Trading Agreement) and the agreements referenced therein, constitute the entire agreement between the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.
16.2 Any notice or communication hereunder will be given or made in accordance with the terms of the applicable Master Trading Agreement.
16.3 Subject to Section 1.4, these Terms may be updated and amended periodically by Auros provided that such updates (i) do not detrimentally alter your rights or obligations under these Terms in any material respect; or (ii) such updates are required to comply with any Applicable Law. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms: (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16.4 If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
16.5 The Terms shall be governed by and construed in accordance with the laws of Hong Kong, without regard to any conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Any dispute, controversy, difference or claim arising out of or relating to the Terms, including the existence, validity, interpretation, performance, breach or termination thereof shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The number of arbitrators shall be one. The seat of arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in English.
16.6 Neither party may assign or transfer its rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without the other party’s express prior consent. Notwithstanding the foregoing, Auros may assign these Terms to its Affiliate. Subject to the foregoing, these Terms will bind and inure to the benefit of each party's permitted successors and assigns.
16.7 Neither party will be responsible for any failure or delay in its performance under these Terms (except for any payment obligations) due to causes beyond its reasonable control, including labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, the unavailability, disruption or malfunction of any network, infrastructure or blockchain, material changes in law or regulation, war, terrorism, riot, or acts of God.
16.8 No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.
16.9 Definitions
The following terms shall have the following meanings:
“Account” has the meaning given to it in Section 2.1.
“Affiliate” means, in relation to any Person, any entity which is controlled, directly or indirectly, by the Person, any entity that controls, directly or indirectly, the Person or any entity directly or indirectly under common control with the Person. For this purpose, “control” of any Person means ownership of a majority of the voting power of that Person.
“AML” has the meaning given to it in Section 4.1.3.
“API” means an application programming interface, together with any documentation or other materials related thereto, and any part or aspect of any of the foregoing.
“Applicable Law” means (regardless of jurisdiction) any applicable federal, national, state and local laws, ordinances, regulations, orders, statutory instrument, rules, treaties, codes of practice, guidance notes, policy statements, customary laws, decrees, injunctions, judgments and any ruling, declaration, regulation, requirement, request or interpretation issued by any Governmental Authority.
“Audit Disclosure” has the meaning given to it in Section 10.3.
“Auros IP” has the meaning given to it in Section 8.9.
“Authorized User” means any natural person that: (i) you authorize to use the Services and/or the Trading Portal; and (ii) signs up for an Account to use the Services in accordance with Auros’ registration procedures (including assent to any applicable terms and conditions posted by Auros) as may be updated from time to time.
“Confidential Information” has the meaning given to it in Section 11.1.
“CTF” has the meaning given to it in Section 4.1.3.
“Digital Assets” shall include any cryptocurrency, crypto token or other blockchain-based or cryptographically secured and verified digital asset, and right(s) and/or claim(s) relating to any of the above.
"Derived Data" means (i) any data that is derived by the Technology Provider while processing the End Customer Materials that is aggregated, deidentified or anonymized or sufficiently different from the End Customer Materials such that it no longer meets the definition of End Customer Materials, and (ii) any data derived from the End Customer Materials where you, your Authorized Users and the attribution of any activities to you or your Authorized Users cannot reasonably be identified through analysis or further processing of such data.
“Disclosing Party” has the meaning given to it in Section 11.1.
"Documentation" means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form provided by Auros to you (including any revised versions thereof), whether authored by Auros or by the Technology Provider, to assist with or describe the White-Label Services, which may be updated from time to time upon notice to you.
"End Customer Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your Authorized User through the Services to Auros in connection with you and your Authorized Users' use of the Services, but excluding, for clarity, any information, data, content or materials owned or controlled by Auros or by the Technology Provider and made available through the White-Label Services. For greater certainty, the End Customer Materials include Trading Instructions and Login Credentials.
“Feedback" means any suggestions, comments or other feedback that you or your Authorized Users provide to Auros regarding the Services.
“Governmental Authority” means any nation or government, any state, canton or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
“Indemnified Party” has the meaning given to it in Section 15.1.
“Indemnifying Party” has the meaning given to it in Section 15.2.
"Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
“KYC Rules” has the meaning given to it in Section 4.1.10.
“Login Credentials” has the meaning given to it in Section 4.2.1.
“Master Trading Agreement” has the meaning given to it in Section 1.2.
"Person" means any individual or legal entity, including a government or political subdivision or an agency or instrumentality thereof.
“Privacy Policy” means the privacy policy located at https://www.auros.global/privacy-policy.
“Receiving Party” has the meaning given to it in Section 11.2.
“Related Person” has the meaning given to it in Section 14.1.
“Sanctions” has the meaning given to it in Section 4.1.3.
"Services" means tools that (i) allow you and your Authorized Users to stream real-time and request-for-quote prices as well as to manage and communicate order requests with Auros, and (ii) allow Auros to source liquidity for you and your Authorized Users across cryptocurrency exchanges, OTC desks, market makers and other liquidity providers, in each case, made available by Auros to you through the Trading Portal under these Terms.
“SFO” has the meaning given to it in Section 3.1.
“Technology Provider” means the third-party technology provider that operates and maintains the underlying infrastructure utilized by Auros to deliver the Services.
“Technology Provider Confidential Information” means any information that Technology Provider provides to Auros that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, should reasonably be considered to be confidential. The Technology Provider Platform and the Documentation authored by Technology Provider will be deemed the Confidential Information of the Technology Provider.
"Technology Provider Platform" means the Technology Provider's cloud-based platform that provides the White-Label Services.
"Technology Provider Terms" means the agreements entered into between Auros and the Technology Provider, including any terms and conditions of the Technology Provider as may be amended, updated or replaced by Technology Provider from time to time.
"Trading Instructions" means your and your Authorized Users’ trading instructions (such as buy and sell) communicated through the Trading Portal.
"Trading Portal" means the electronic OTC trading portal made available by Auros through its Technology Provider to you under these Terms, through which you and your Authorized Users may access and use the Services.
“Transaction Document” has the meaning given to it in Section 1.5.
“White-Label Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form authored by the Technology Provider (including any revised versions thereof) to assist with or describe the White-Label Services, which may be updated from time to time upon notice to Auros.
"White-Label Platform" means a white-label specific instance of the Technology Provider Platform allowing Auros to compile, manage and communicate with you and your Authorized Users, as licensed in a limited manner by the Technology Provider to Auros in accordance with the terms and conditions governing Auros’ access to and use of the White-Label Platform under the Technology Provider Terms.
“White-Label Platform IP” has the meaning given to it in Section 8.6.
White-Label Services" means (i) the provision of the White-Label Platform (including the APIs), (ii) the software maintenance and technical professional services (such as consulting, development, client onboarding and implementation services associated with the performance of the White-Label Platform) provided by the Technology Provider to Auros, (iii) second-level support services (if applicable) provided by the Technology Provider, and (iv) any other software products or services the Technology Provider provides to Auros under the Technology Provider Terms related to Auros' White-Label Platform subscription.