Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF USE”) CAREFULLY. Use of (the “Website”) may be monitored, tracked and recorded. Anyone using the Website expressly consents to the Terms of Use outlined herein, as well as to such monitoring, tracking and recording.

Agreement

Customer acknowledges and agrees that the use of the Website, including any and all information, statements, materials, articles, research, data, software, links to third-party websites, products and services made available on or accessible through the Website (collectively, “Content”), is conditioned on Customer’s adherence to these Terms of Use, and that such acceptance creates a valid and binding contract between Customer and BlockWayFi. and its subsidiaries and affiliates (together, BlockwayFi). These Terms of Use are to be observed in addition to the terms of any agreement Customer may have with BlockwayFi and are not intended to modify or supersede the terms of such agreement(s), which agreement(s), in the event of any conflicting terms, will govern. By using the Website and the Content, Customer further agrees: (a) to comply with U.S. law regarding the transmission of any information through the Website; (b) not to use the Website for illegal purposes; and (c) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the Website. If, at any time, Customer does not wish to accept these Terms of Use, Customer must discontinue use of the Website and any Content obtained from the Website.

No representation, solicitation, recommendation or offer

Securities or financial instruments mentioned in the Website may not be suitable or appropriate for all investors. Customer’s particular needs, investment objectives and financial situation were not taken into account in the preparation of the Website. The fact that BlockwayFi has made or may make Content available on or accessible through the Website does not constitute a representation by BlockwayFi that any such Content is suitable or appropriate for Customer. The Content is for Customer’s personal use, and BlockwayFi is not soliciting any action based upon its provision. The Content is not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of any security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information that BlockwayFi considers reliable, BlockwayFi does not represent that such information is accurate, current or complete. Customer acknowledges that: (a) the Website is provided for informational purposes only; (b) the Website may include information taken from third-party sources; and (c) any reliance on any portion of the Content shall be at Customer’s sole risk.

Intellectual property

The Website, including the Content, is owned by BlockwayFi or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, or other intellectual property laws of the U.S. Third-party trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Website are registered and unregistered service marks and trademarks of BlockwayFi. The Website is further protected as a collective work and/or compilation under U.S. copyright and other laws. Using, copying, downloading, reformatting or storing any portion of the Website for other than personal, noncommercial use, unless such use constitutes “fair use” under the Copyright Act of 1976 (17 U.S.C. §107), as amended, and except for one temporary copy in a single computer’s memory, without the prior written consent of BlockwayFi or the relevant licensor is expressly prohibited. Customer shall not modify, sell, display, distribute, publish, transmit, broadcast or otherwise disseminate the Website or the Content to others without BlockwayFi prior written consent. Customer agrees to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content.

Disclaimer of warranties

THE WEBSITE, INCLUDING THE CONTENT, IS PROVIDED “AS IS.” BlockwayFi, ITS LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE BlockwayFi PARTIES”), MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS TO THE WEBSITE OR ANY PORTION THEREOF OR RELATING TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED WEBSITE, UNLESS SUCH REPRESENTATIONS, WARRANTIES AND GUARANTEES ARE NOT LEGALLY EXCLUDABLE. THE BlockwayFi PARTIES HAVE NO RESPONSIBILITY TO MAINTAIN THE WEBSITE OR ANY PORTION THEREOF OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES THERETO. THE BlockwayFi PARTIES DO NOT WARRANT THAT THE WEBSITE OR ANY PORTION THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER ON WHICH IT IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SOFTWARE THEREIN IS COMPATIBLE WITH CUSTOMER’S EQUIPMENT. AVAILABILITY OF THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY BlockwayFi, ITS EMPLOYEES OR LICENSEES WILL CREATE A WARRANTY OR GUARANTY, NOR MAY CUSTOMER RELY ON ANY SUCH INFORMATION OR ADVICE.

Limitation of liability

UNDER NO CIRCUMSTANCES SHALL THE BlockwayFi PARTIES HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON FOR THE QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY OR COMPLETENESS OF THE WEBSITE OR ANY PORTION THEREOF. IN NO EVENT WILL THE BlockwayFi PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT CUSTOMER OR ANY OTHER PERSON MAY INCUR IN CONNECTION WITH CUSTOMER’S ABILITY OR INABILITY TO USE THE WEBSITE, OR ANY PORTION THEREOF, OR INTERRUPTION OF SERVICE, INCLUDING BUT NOT LIMITED TO, DELAYS OR INTERRUPTION OF INTERNET OR NETWORK SERVICES NOT OPERATED OR CONTROLLED BY THE BlockwayFi PARTIES, OR OMISSIONS OR INACCURACIES IN SUCH INFORMATION OR MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF REVENUE, EVEN IF ANY OF THE BlockwayFi PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTHING IN THESE TERMS OF USE EXCLUDES OR RESTRICTS BlockwayFi'S LIABILITY IN RESPECT OF A BREACH BY BlockwayFi OF ANY DUTY OR LIABILITY IT MAY HAVE TO CUSTOMER UNDER APPLICABLE REGULATIONS OR LAWS; FRAUD, WILFUL NEGLECT OR FOR DEATH OR PERSONAL INJURY CAUSED BY BlockwayFi NEGLIGENCE; OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT CUSTOMER MAINTAINS ADEQUATE INSURANCE TO COVER ANY DAMAGES, LOSSES, COSTS OR EXPENSES CUSTOMER MIGHT SUFFER IN THE EVENT OF ANY FAILURE OR UNAVAILABILITY OF THE WEBSITE.

Indemnification

Customer agrees to indemnify, defend and hold harmless BlockwayFi from and against any and all losses, liabilities, judgments, fines, settlements, damages, costs and expenses (including attorneys’ fees) resulting from or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings (collectively, “Proceedings”) to the extent such Proceedings are based on or result from (i) Customer’s inability to use the Website or any portion thereof, or any data, information, service, report, analysis or publication Customer derives therefrom; (ii) Customer’s breach or violation of any term or condition contained herein; or (iii) Customer’s violation of state or federal securities laws or regulations or any other person’s rights, including but not limited to, infringement of any intellectual property, proprietary or privacy right of any third-party.

Hyperlinks to or from third-party websites

The Website may contain links to certain Internet websites sponsored and maintained by third-parties. These Internet websites are not under the control of BlockwayFi. BlockwayFi does not investigate, monitor or review such third-party websites for accuracy, completeness or conformance with applicable regulations or laws. In addition, third-party websites may contain links to the Website. BlockwayFi is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third-party websites. The fact that BlockwayFi has provided a link to a third-party website, or that a third-party website has provided a link to the Website, does not constitute an endorsement, authorization, sponsorship, or affiliation by BlockwayFi with respect to that website, its owners, or its providers. Customer accesses that website and any services or information provided therein at Customer’s own risk.

Computer viruses

Customer shall not introduce into the Website any code, malicious or hidden procedures, routines or mechanisms that would inhibit other Customers’ access to the Website, or to enable or impair its operation, nor shall Customer access the Website to gain any unauthorized access to any computer system operated by BlockwayFi.

Suspicious activity

If BlockwayFi determines that Customer is engaging in, or has engaged in, any suspicious activity, BlockwayFi reserves the right to terminate Customer’s access to all or part of the Website immediately and, if deemed appropriate by BlockwayFi in its sole discretion, to notify any relevant government or regulatory authority.

Modifications to terms of use

BlockwayFi reserves the right, without notice and at its sole discretion, to modify any portion of these Terms of Use. Customer should continue to review these Terms of Use whenever accessing or using the Website. Customer’s use of the Website after the posting of changes to these Terms of Use will constitute Customer’s acceptance of these Terms of Use, as modified, and Customer will be bound by any such changes as of the date they are first posted to the Website. BlockwayFi expressly rejects any terms and conditions proposed by Customer that are in addition to or that conflict with these Terms of Use and such proposed terms and conditions shall be of no force or effect.

Enforceability and governing law

If any provision of these Terms of Use is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect. Any dispute, controversy or claim arising out of or related to the Website or these Terms of Use shall be governed by and interpreted under the laws of New York County in the State of New York (excluding any rules of law that would lead to the application of the laws of any other jurisdiction).

Confidentiality

BlockwayFi will endeavor to maintain the confidentiality of personal information Customer provides in connection with the use of the Website and the Content. Nonetheless, Customer acknowledges and agrees that any such information sent via the Internet may not be protected and there can be no assurance that such information will remain confidential. With the exception of personal information, any communication or material Customer posts or transmits to BlockwayFi over the Internet is, and will be treated as, non-confidential and non-proprietary. Customer’s posting or transmitting of any unlawful, threatening, libelous, defamatory, obscene, pornographic, abusive, discriminatory or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offence or violation of any law, is strictly prohibited. In addition, Customer acknowledges and agrees that, subject to applicable law, BlockwayFi may disclose Customer’s name and other personal and financial information about Customer or Customer’s account(s) to its employees, representatives, officers, directors, agents and affiliates, or to any governmental or regulatory authority or self-regulatory organization, or to any third-party service provider, (i) to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations, or (ii) for any other purpose described in any agreement Customer may have with BlockwayFi.For additional information regarding the confidentiality of personal information, please refer to BlockwayFi Privacy Policy.

Testimonials

Testimonials may not be representative of the experience of other investors, partners or clients of BlockwayFi, nor do they guarantee BlockwayFi's future performance or success.

DeFi Staking

A. DeFi Staking

1. By participating in DeFi Staking with BlockwayFi, you acknowledge that you have read, understood, and accepted all of the terms and conditions in these DeFi Staking Terms, and you acknowledge and agree that you will be bound by and will comply with these DeFi Staking Terms. If you do not understand and accept these DeFi Staking Terms in their entirety, you should not participate.

B. Relationship with BlockwayFi

2. You understand and agree that by electing to participate in DeFi Staking (i) BlockwayFi has the authority to put your Staked Assets into smart contracts owned by Applicable Networks, and (ii) once this is done, your Staked Assets will no longer be held with BlockwayFi or a BlockwayFi Operator, and BlockwayFi may have little or no control over them. Consequently, neither BlockwayFi nor any BlockwayFi Operator may have a legal or regulatory obligation to you in relation to your Staked Assets. 3.BlockwayFi DeFi Staking is a Service that, among other things, provides you with: • a means by which you are able to participate in DeFi Projects; and • an income stream, where you will receive DeFi Rewards at a frequency agreed with BlockwayFi, rather than determined by the DeFi Project. 4. In consideration for providing you with Services in these DeFi Staking Terms, BlockwayFi may charge Fees and a margin.

C. How to participate in DeFi Staking

5. When you Subscribe to a DeFi Staking Offer, you will be prompted to agree with some or all of the following terms on the Platform: • the Staking Duration; • the Applicable Network; • the Staked Assets; • the DeFi Reward; • the Reward Calculation Frequency; • whether you can Early Redeem; and • the Reward Currency. 6. BlockwayFi may specify: • minimum amounts of Staked Assets that are required to Subscribe to a DeFi Staking Offer; and/or • any Subscription Limits.

D. Dealing with Staked Assets

7. When you Subscribe, you instruct BlockwayFi or a BlockwayFi Operator to transfer your Staked Assets to a DeFi Project. 8. Staked Assets will be returned to your Spot Account two days after the Settlement Date, unless you have elected to Auto-Stake. The time between the Settlement Date and when your Staked Assets are returned to your Spot Account do not form part of the Staking Duration. You do not earn DeFi Rewards during this time.

E. DeFi Rewards

9. DeFi Rewards: • subject to clause 14, start accruing from the day after you Subscribe. DeFi Rewards will accrue from day to day and will be calculated on the basis of the number of days elapsed and a 365-day year. You do not earn any DeFi Rewards for the first day that you Subscribe; • will be distributed to your Spot Account the day after each Reward Calculation Day, between 00:00 UTC to 08:00 UTC. This means that if the Reward Frequency Calculation is conducted daily, DeFi Rewards will not be distributed to your Spot Account until the third day after you Subscribe; • is applied each day to Staked Assets only, and not to any DeFi Rewards; • is distributed in a Reward Currency specified on the Platform at the time of Subscription; • are calculated by reference to the DeFi Rate; • may be subject to Fees and a spread/margin; and • are rounded down to 8 decimal places. 10. The DeFi Rate is published on the Website, and may change from time to time. 11.BlockwayFi does not guarantee that you will receive Staking Rewards at the DeFi Rate shown at the time you Subscribe. Any representation concerning possible return at the time you Subscribe (i) is an estimate only and not guaranteed, (ii) is based on the DeFi Rate, which may change, and (iii) may be more or less than the On-Chain Rewards.

F. Auto-Stake

12. You may elect to automatically Subscribe to a new DeFi Staking Offer at the Settlement Date using the Staked Assets and DeFi Rewards from the preceding DeFi Staking Offer (Auto-Stake). 13.The new DeFi Staking Offer will have the same Staking Duration, Applicable Network, Reward Calculation Frequency, and Reward Currency as the preceding DeFi Staking Offer. 14. DeFi Rewards begin to accrue from the day that you Auto-Stake. 15. You can amend your Auto-Stake instructions at any time up before 23:50 UTC on the day before the Settlement Date of the preceding Settlement Offer. 16. BlockwayFi reserves the right not to act on your instructions to Auto-Stake. It may refuse to act on these Instructions for any reason, including but not limited to, that the Subscription Limit for a DeFi Staking Offer has been reached.

G. Early Redemption

17. BlockwayFi may, in its sole discretion, permit you to Early Redeem if it doesn’t entirely affect DEFI protocol partakers on a long term smart contract. Your right to Early Redeem may be withdrawn at any time. 18. If you Early Redeem your Staked Assets before the Settlement Date, you: • are not entitled to any Staking Reward; and • authorize BlockwayFi to deduct all DeFi Rewards arising from your Subscription, from your Staked Assets. 19. Should you Early Redeem, it may take up to 72 hours before Staked Assets will be returned to your Spot Account.

H. Risks & Liability

20. In addition to the risks identified in the Risk Warning, you must also consider carefully all the risks arising out of participating in a DeFi Staking, including but not limited to: • the risk that the Digital Assets you used to Subscribed may be lost because, among other things: i. you are putting your Digital Assets directly into smart contracts owned by Applicable Networks and not by BlockwayFi ; ii. Staked Assets are outside of BlockwayFi , and any BlockwayFi Operator’s, control and neither BlockwayFi or any BlockFi Operator can guarantee the return of Staked Assets; and iii. events may occur at the protocol level (including, but not limited to, hacks, exploits, or poor economic models), which is outside of BlockwayFi and any BlockwayFi Operator’s control; • the inherent risks of each DeFi Project, including, but not limited to, the rules of the smart contract, the protocol, and the use of your Digital Assets; and • whether the Applicable Network suspends, discontinues, and terminates its business, closes down, suspends, or stops trading. 21. In no event will BlockwayFi or any BlockwayFi Operator be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with any risk identified above. This limitation of liability is in addition to the limitation of liability contained in the BlockwayFi

Terms of Use.

I. Placing a stop or suspension on, or cancelling your access

22. BlockwayFi may stop, suspend or cancel your access to the Platform, impose limits to your BlockwayFi accounts, suspend or cancel your ability to participate in DeFi Staking, or delay certain transactions where: • you do not provide additional information to verify your identity or source of funds as requested by BlockwayFi; • BlockwayFi is required to do so by court order, to comply with any Applicable Laws (including anti-money laundering or sanctions laws); • BlockwayF is required to do so to comply with any direction or instruction from a government body or agency; • BlockwayFi reasonably determines that any information you have provided to BlockwayFi is wrong, untruthful, outdated or incomplete; or • you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.

J. Account information and transaction records

23. You will be able to view your account history on the Platform. You must review your account history carefully and let BlockwayFi know if you see any entries or transactions that you do not recognise or you think are incorrect as soon as possible, and within 14 days after the date that your account history is provided or made available to you. 24.We may rectify any error in your account history at any time, and reserve the right to void or reverse any transaction: • involving or deriving from a manifest error (that is, any error, omission or misquote (whether an error of BlockwayFi or any third party) which is manifest or palpable, including a misquote by any representative of BlockwayFi taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation); or • to reflect what we reasonably consider to be the correct or fair details of the transaction. 25. We may be required under Applicable Law to share information about accounts and use of the Platform with third parties. You acknowledge and agree that we are entitled to disclose such information.

K. Technology disclaimers

26. BlockwayFi may, from time to time, suspend access to your BlockwayFi accounts and/or the BlockwayFi services, for both scheduled and emergency maintenance. BlockwayFi will make reasonable efforts to ensure that transactions on the Platform are processed in a timely manner, but BlockwayFi makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control. 27. Although BlockwayFi makes reasonable efforts to update the information on the Platform, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Platform, including information in relation to the BlockwayFi services, is accurate, complete, or up to date. 28. You are responsible for obtaining the data network access necessary to use the BlockwayFi services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the BlockwayFi services, the Platform, and any updates thereto. BlockwayFi does not guarantee that the BlockwayFi services, or any portion thereof, will function on any particular hardware or devices. BlockwayFi services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

L. General Terms

29. All terms and references used in these terms and which are defined and construed in the BlockwayFi Terms of Use (the Terms of Use), but are not defined or construed in these terms, shall have the same meaning and construction in the Terms of Use. 30. These terms are to be read together with the Terms of Use. In the event of any conflict or inconsistency between these terms and the Terms of Use, the order of precedence in which the documents are to be read is first the these terms, and then the Terms of Use. 31. BlockwayFi will contact you using the details you provide to BlockwayFi. This may include contacting you by email, SMS, or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. If you do not, BlockwayFi will not be responsible if you do not receive information, notices, or other important information from BlockwayFi. 32. BlockwayFi may give notice by email to your email address. It is your responsibility to ensure that the email address is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your email address, whether or not a notice of delivery failure is received. 33. You may give us notices only as BlockwayFi directs, which may change from time to time. 34. Any notices, consent, or other communication given under these terms must be in writing, in English, and signed or otherwise authorized by the party giving it. 35. For more information on BlockwayFi, you may refer to the company and licence information found on BlockwayFi websites. If you have questions regarding these terms, please feel free to contact BlockwayFi for clarification via our Customer Support team.

M. Definitions

Applicable Law means means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which BlockwayFi is a member), that are applicable to the provision, receipt or use of the BlockwayFi services, or any other products or deliverables provided, used or received in connection with these terms. Applicable Networks means third-party networks selected by BlockwayFi from time to time. Auto-Stake has the meaning given to it in clause 12. DeFi Project means a smart contract owned by an Applicable Network. DeFi Rate means the annual percentage rate at which DeFi Rewards are calculated, as published on the Platform. DeFi Rewards means the Digital Assets that are provided to you as consideration for Subscribing to a DeFi Staking Offer, in accordance with these DeFi Staking Terms. Defi Staking means the BlockwayFi Service identified as “DeFi Staking” on the Platform, allowing you to participate in DeFi Projects in accordance with these Terms. DeFi Staking Offer means an offer by BlockwayFi to stake Digital Assets on an Applicable Network using the Platform, in accordance with these DeFi Staking Terms. DeFi Staking Terms means these terms & conditions. Early Redeem means when you instruct Binance to transfer Staked Asset to your Spot Account before the Settlement Date. On-Chain Rewards means rewards or benefits of any kind, including but not limited to Digital Assets, provided by Applicable Networks, that results in a reward. Platform means the digital platform that we or any of the BlockwayFi Operators may make accessible to you via a website, mobile app, a BlockwayFi API, or by such other means as BlockwayFi Operators may prescribe from time to time for the use of BlockwayFi services. Reward Calculation Day means 00:00 UTC on the day which BlockwayFi calculates the amount of DeFi Rewards it will distribute to your Spot Account, in accordance with the DeFi Staking Offer and the Reward Calculation Frequency. Reward Calculation Frequency means the frequency in which BlockwayFi calculates DeFi Rewards (e.g. daily). Reward Currency means the digital currency (e.g. BNB) that DeFi Rewards will be provided to you. Risk Warning means the general risk warning published on the Platform as amended from time to time. Settlement Date means the 00:00 UTC on the final day of the Staking Duration. Spot Account means the BlockwayFi Account that you use for spot transactions. Staked Assets means the Digital Assets used by you to Subscribe. Staking Duration means the agreed period that Staked Assets must be delegated to BlockwayFi in order for you to be entitled to DeFi Rewards. The agreed period can be by reference to a time or an event. Subscribe means subscribing to a DeFi Staking Offer. Subscription Limit means the maximum amount of Staked Assets, users, or the quantity of any other matter that BlockwayFi may determine its sole discretion from time to time, that may be used to Subscribe to a DeFi Staking Offer.

Contact

Customer may direct any questions or comments regarding these Terms of Use to support@blockwayfi.com

These Terms of Use were last updated on September 6, 2016 and are effectively immediately.