General Terms of Use of HercleX

1. PREMISES

1.1. These general terms of use (the "Terms of Use") govern the relationship between the customer and Hercle S.r.l., with registered office at Via Andrea Solari 19, Milan, Tax Code and VAT No. 10942550962 ("Hercle") regarding the use of the Services, the Platform, and the APIs, as defined below. These Terms of Use and the Attachments form a single agreement between Hercle and the Customer. Unless otherwise expressly stated, these Terms of Use apply to any additional services, features, applications, APIs, or software developed by Hercle and licensed to the Customer.

1.2. Pursuant to the AML Regulations, Hercle qualifies as a VASP (Virtual Asset Service Provider) and is registered in the special section of the currency exchange register ("Providers of services relating to the use of virtual currency and digital wallet services") with registration number PSV32 in the specific register maintained by the Organismo Agenti e Mediatori ("OAM"). The register can be consulted at the following link: https://www.organismo-am.it/elenchi-registri/operatori_valute_virtuali/.

1.3. Unless otherwise expressly indicated, the Services, the Platform and the APIs are provided directly by Hercle itself and allow the performance of operations involving Digital Assets based on distributed ledger technologies ("DLT"). The Customer's use of the Services implies the conscious, complete and unconditional understanding and acceptance of the risks inherent in the Digital Assets indicated in the Appendix A.

1.4. The Customer expressly acknowledges that Digital Assets may qualify, depending on the case, as virtual currencies pursuant to art. 1, paragraph 2, letter qq) of Legislative Decree 231/2007, i.e. "a digital representation of value, not issued or guaranteed by a central bank or a public authority, not necessarily linked to a legal tender currency, used as a medium of exchange for the purchase of goods and services or for investment purposes and transferred, stored and traded electronically". The Customer expressly acknowledges that the qualification of Digital Assets as virtual currencies and the provision of services by Hercle relating to virtual currencies entail the application of the AML Regulations.

1.5. The Client acknowledges that Hercle does not provide any investment or other advice in relation to a Transaction, an Order, the Client's portfolio or the strategy that the Client decides to implement by executing the Transactions. Under no circumstances does Hercle provide, spontaneously or upon request, indications, suggestions or other evaluations regarding the opportunity to use, purchase, sell or exchange Digital Assets or personal recommendations to the Client and nothing in these Terms of Use or in the provision of the Services (including the decision to insert or remove from the coin the token from the list of permitted Digital Assets or to place or not place Orders in compliance with these Terms of Use) may be interpreted by the Customer as a guarantee or indication of the profitability or appropriateness of the Orders placed from time to time by the Customer or of the Transactions executed by Hercle in the Customer's interest. Hercle also does not provide advice or recommendations regarding the tax consequences, accounting treatment, or legal or regulatory framework of operating with Digital Assets.

1.6. These Terms of Use are strictly personal. Therefore, unless otherwise agreed between Hercle and the Customer, the Platform, APIs, or Services may only be used by the Customer in its own exclusive interest. If the Customer acts in the interest of third parties, this circumstance must be communicated to Hercle in advance during the Registration Procedure.

2. General forecasts and definitions

2.1 These Terms of Use govern the Customer's use of the Services offered by Hercle. However, for legal and tax reasons, one or more Services may be provided by other entities owned by Hercle S.r.l., and in this case, the Terms of Use will govern the provision to the Customer of the Services specifically provided by Hercle's affiliated entities. The Services are provided on the basis that these Terms of Use and the Attachments form a single agreement between Hercle and the Customer. Acceptance of these Terms of Use does not imply the assumption by Hercle of any obligation or burden of any nature other than those expressly indicated in the Terms of Use themselves, including the Attachments, or required by mandatory provisions of law.

2.2 Unless otherwise stated, Hercle is not authorised to provide investment services or activities and does not hold any authorisations or licences to provide investment services and activities pursuant to Directive 2014/65/EU ("MiFID II") and related European and national legislation. Likewise, Hercle offers the Services exclusively for those Digital Assets that it believes, in good faith and based on available information assessed according to its prudent assessment, do not fall within the definition of a financial instrument or product. Neither the Services nor the Platform constitute a trading venue within the meaning of Directive 2014/65/EU.

2.3 Hercle supports only the Digital Assets listed in Appendix I to these Terms of Use. The Customer may not operate through the Platform, the Permitted Channels, or the APIs with digital assets that are not among the Digital Assets handled by Hercle. The Customer assumes all responsibility and therefore holds Hercle harmless and harmless from the consequences arising from the use of the Services to carry out Transactions involving unsupported Digital Assets. The Customer may request, and Hercle may, at its sole discretion, decide whether to accept, the request to include a digital asset among the eligible Digital Assets. Hercle may evaluate, at its sole discretion, whether to extend the possibility of operating with this new digital asset to all Clients of the Platform or limit this right exclusively to the Client who has requested it and/or to other clients identified by Hercle itself.

2.4 Capitalized terms in these Terms of Use have the meanings set forth below:

3. Services, use of the Account

3.1 These Terms of Use govern, except for the application of any additional terms and conditions provided by Hercle:

• the use of the Services;
• the use of the Platform;
• the use of APIs.

3.2 The following features available to the Customer upon completion of the Registration Procedure are considered Services under these Terms of Use:

• buy or sell Digital Assets against FIAT Currencies;
• exchange Digital Assets for other Digital Assets;
• receive personalized assistance in using the Services where expressly agreed between the Customer and Hercle;
• deposit digital assets in custody.

3.3 For natural persons, the Services are available exclusively to persons who are over 18 years of age or are of legal age under the Applicable Laws of the State in which they reside or are domiciled.

3.4 The Customer may use the Services, subject to any additional conditions applicable to the relationship between Hercle and the Customer, via the Platform, the Permitted Channels, and the APIs. The provisions applicable to the Services, the Platform, and the APIs are described in more detail in Article 5 below.

3.5 For the provision of the Services and, more specifically, for the receipt and sending of FIAT Currency resulting from the execution of Customer Orders, Hercle uses banking partners who make available to Hercle, as the case may be, one or more current accounts together with virtual IBANs, registered in the name of Hercle and associated with such accounts, to allow:

• the receipt or sending of funds in FIAT Currency relating to Customer Orders. The Customer expressly acknowledges that the accounts and virtual IBANs used by Hercle are registered in the name of Hercle itself to allow operations related to the Services and, therefore: (x) are not registered in the name of or usable by the Customer for the receipt of Fiat Currency from third parties other than the Customer himself or for purposes other than the receipt or sending of funds in FIAT Currency relating to Customer Orders; and (y) the amounts in FIAT Currency present in the accounts in the name of Hercle are fully available and under the responsibility of Hercle and do not enjoy the protections provided by the deposit guarantee system or the segregation purposes provided by the applicable legislation and by the legislation on payment services (by way of example, Legislative Decree 11/2010 and subsequent amendments).

4. Registration procedure, activation, access credentials

4.1 To use the Services, the Platform, and the APIs, the Customer must successfully complete the Registration Procedure, which involves, in particular: (a) the creation of a Customer profile; and (b) successfully passing the checks required under the Applicable Regulations and the AML Regulations.

4.2 To complete the Registration Procedure, Hercle requests the following data and documents from the Customer:

• personal data, including tax data (e.g. tax code);
• residential address;
• copy of a valid identity document;
• where applicable, residence permit;
• personal data of the Customer as a legal entity (e.g., registered office, name, VAT number, tax code, etc.);
• copy of the Customer's profile, where applicable, generated and downloaded no later than six months before the start date of the Registration Procedure;
• personal data of the legal representative of the Client (legal entity);
• personal and identification data of any Authorized Representatives;
• billing data;
• a valid certified email address (PEC);
• proof of residence;
• contact information (e.g., email, telephone number, etc.);
• any additional information or documents requested as part of the Registration Procedure, including, but not limited to, the status of a politically exposed person, employment status, sources and level of income and/or origin of funds.

4.3 The data that the Client must provide to Hercle pursuant to Article 4.2 above must be true, complete, and correct. In order to provide its Services, Hercle is required to strictly comply with the AML Regulations. Therefore, it is essential that the Client completes the Registration Procedure and successfully passes the AML/KYC checks carried out by Hercle both during the registration phase and throughout the relationship.

4.4 Hercle is required by law to conduct certain anti-money laundering checks, and the Customer acknowledges that failure to pass such checks will make it objectively impossible for Hercle to provide the Services and/or maintain other contractual relationships with the Customer, at Hercle's discretion. The Customer also acknowledges that the provision of the Services under these Terms of Use is subject, in addition to the additional conditions indicated, to compliance with the obligations set forth in the AML Regulations, including Hercle's obligation to request further information from the Customer, at any time during the relationship, regarding the Customer's identity, that of the beneficial owners, or other personal, financial, tax, or other information. The Customer undertakes to provide the information requested by Hercle promptly and truthfully and is aware that failure to provide such information or the late provision of false, incomplete, or inaccurate information will result, without prejudice to any other remedies available to Hercle under these Terms of Use and the Applicable Laws, including the AML Laws, at Hercle's sole discretion, in the immediate suspension of the Services or the cancellation of the Customer Account and, therefore, in the definitive termination of the relationship between the Customer and Hercle. The Customer undertakes to promptly notify Hercle, in accordance with the procedures set forth in these Terms of Use, of any changes to the data provided to Hercle during the Registration Procedure, as well as any data, information, event, or circumstance that is relevant for the purposes of the AML Laws or is reasonably likely to impact the information required by the AML Laws.

4.5 Upon completion of the Registration Process and provided that it is successful, the Customer will have access to their Customer Account, accessible via the Site or, as applicable, via the Platform. They may also use the Services and access the Platform or APIs in compliance with these Terms of Use.

4.6 In any case, the use of the Services, the Platform or the APIs is prohibited to individuals or legal entities who:

• are resident, domiciled, or otherwise significantly connected to the Excluded Countries. If the Customer is resident, domiciled, or has a significant connection to a country included in the list of Excluded Countries under these Terms of Use, Hercle will have the right to terminate the relationship with the Customer with immediate effect and, in any case, not to execute any Orders or Transactions placed by the Customer. Likewise, Hercle will interrupt the Customer's access to the Services, the Platform, and the APIs in the event of provisions, judgments, orders, or other binding acts from competent Authorities;
• are subject to EU/US/UK/UN sanctions or are persons or entities included in the list of Specially Designated Nationals and Blocked Persons maintained by the US Office of Foreign Asset Control ("OFAC") or are included in equivalent lists maintained by the EU;
• use convenient banks.

4.7 The Customer expressly acknowledges and accepts that Hercle may decide, based on its own prudent assessment, not to accept the Customer's registration request if there is a suspicion that the Customer's registration and/or use of the Services, the Platform or the APIs by the latter will violate the Applicable Laws or these Terms of Use.

4.8 During the Registration Process, the Customer must create a username and a secure password in compliance with the generation criteria set out in the specific form. The aforementioned elements, together with the OTPs or other data generated and/or requested from the Customer as part of the 2FA procedure, constitute the Credentials with which the Customer will access their Customer Account and the Platform and through which the Customer will use the Services. The API Keys shared by Hercle with the Customer for use of the APIs will also be considered Credentials.

4.9 The Customer is obligated to store the Credentials securely and, in the case of a legal entity, to share the Credentials exclusively with its Authorized Representatives. The Customer must implement adequate technical, IT, organizational, and security measures to prevent the risk of loss or theft of the Credentials, measures that are no less robust and secure than the technical, IT, and organizational measures used by the Customer to store its most confidential data. In the event of loss, theft, or violation of the Credentials (or the occurrence of circumstances, events, or facts that give rise to reasonable doubt that such loss, theft, or violation has occurred or may occur), the Customer must immediately notify Hercle in writing. Customers who identify themselves as legal entities undertake to allow the Services to be used exclusively by their Authorized Representatives, who, in using the Services, will act as direct agents of the Customer. The Customer undertakes to provide Hercle with the identification data of the Authorized Representatives prior to using the Services. The Customer is prohibited from allowing anyone other than Authorized Representatives to use the Services. The Customer, therefore, undertakes to make every reasonable effort to ensure that only its Authorized Representatives use the Services, the Platform, and the APIs, where applicable, and also undertakes to implement the necessary technical and procedural measures to enforce the provisions of these Terms of Use within its organization.

4.10 The Customer expressly acknowledges that any Order placed or Transaction executed directly by the Customer or, in the case of a Customer qualifying as a legal entity, at the request of an Authorized Representative or, in any case, through the use of the Credentials, will be considered by Hercle as originating from the Customer. It is understood that the Customer will remain solely responsible for the correct use of the Services and for full compliance with the provisions of these Terms of Use, including on behalf of its Authorized Representatives pursuant to art. 1381 of the Italian Civil Code.

4.11 The Customer shall promptly inform Hercle of any requests, inspections, recommendations or indications received from the Authorities in relation to the Services.

4.12 Upon completion of the Registration Procedure and provided that it is successful, the Customer will receive confirmation of registration via email and will be able to: (a) access the Customer Account and the Platform using their Credentials; (b) in compliance with any additional applicable terms and conditions, use the Services and the APIs.

5. Pricing of Digital Assets, Transfer of FIAT Currencies / Digital Assets

5.1 Except in the case of Delayed Settlement Orders, where authorized by Hercle, to execute an Order the Customer must have the necessary FIAT Currency or Digital Assets of the type required to execute the Order prior to the time the Order is placed. The availability of funds denominated in FIAT Currency or Digital Assets is determined based on the data recorded and stored in Hercle's IT systems. In this regard:

• In the event that it is necessary to establish the provision of FIAT Currency, the Customer may transfer the funds, in the required amount, via bank transfer to the current account indicated by Hercle, it being understood that: (a) the current account from which the funds must come must be in the Customer's name; (b) Hercle reserves the right to confirm the availability of the funds for the execution of subsequent Orders for up to a maximum of 2 (two) Business Days from the crediting of the funds to Hercle's current account;
• In the event that it is necessary to build up the supply of Digital Assets, the Customer may transfer the necessary quantity of Digital Assets to the correct Hercle Wallet assigned to the Customer (in the event that different Hercle Wallet addresses are provided for different types of Digital Assets, the Customer must carry out the transfer to the address compatible with the Digital Assets that he intends to transfer) it being understood that: (a) the Customer Wallet used by the Customer must be registered in the name of the Customer himself; and that (b) Hercle reserves the right to time, in line with the necessary confirmations required by the DLT underlying the Digital Assets being transferred, from the execution of the transfer on-chain of the Digital Assets sent by the Customer, to confirm the availability of the Digital Assets for the execution of subsequent Orders.

5.2 In the event that the Customer establishes the funds by transferring funds denominated in a FIAT currency other than the Euro, Hercle may proceed, taking into account the nature of the Order(s) placed by the Customer, with the preliminary conversion of the Customer's funds required to execute the Order(s) into Euros or another FIAT currency. In this case, Hercle will apply the exchange rates applied by its banking partner at the time of the conversion. All conversion costs are borne by the Customer.

5.3 Hercle reserves the right at any time to carry out, directly or through third parties, analyses on-chain and off-chain on the Digital Assets deposited by the Client and to delay or refuse to complete the deposit if it detects elements that, in its prudent and unquestionable judgment, present signs of anomaly or are, in Hercle's reasonable opinion, suspicious. If Hercle refuses to process the deposit of Digital Assets by the Client, the Digital Assets that the Client attempted to deposit will be returned to the original address. Hercle shall have the right, but not the obligation, to communicate the results of its analyses to the Client.

5.4 The Customer may withdraw funds denominated in FIAT currency belonging to him. In this case, Hercle will execute the Customer's request by instructing a bank transfer to the bank details indicated by the Customer for the requested amount, it being understood that: (a) Hercle reserves up to a maximum of 24 (twenty-four) hours to execute the transfer from when the request has been correctly submitted by the Customer; (b) the account to which Hercle will make the transfer must be in the Customer's name directly. Hercle reserves the right to withhold and, therefore, deduct from the transferred amount, any sum owed by the Customer to Hercle itself and to request further information from the Customer, including proof of ownership of the destination account, before executing the transfer of funds to and/or to proceed to the whitelisting of the account.

5.5 An order to withdraw Digital Assets or funds denominated in FIAT Currency given by the Customer: (i) may under no circumstances be for an amount greater than the Customer's available funds or Digital Assets as shown in Hercle's IT systems, net of any costs, commissions or amounts due to Hercle or withheld by the latter to fulfill obligations imposed by Applicable Regulations or any additional applicable limits; (ii) will be executed by Hercle within twenty-four (24) hours from the moment in which the Customer has sent it. The Customer may request and Hercle may grant, at its sole discretion, the possibility for the Customer to make instant withdrawals upon request by the Customer. Withdrawals of funds in FIAT Currency are carried out by Hercle exclusively in euros.

Execution of Orders

5.6 An Order will be considered executable and, therefore, will be executed by Hercle only if: (i) it is correctly entered via the Platform, APIs or an Approved Channel; (ii) the Customer has sufficient Digital Assets and/or FIAT Currency to execute the Order; (iii) any additional conditions have been met, such as, for example, compliance with the 2FA to confirm the identity of the Customer and/or the Order or any limits applicable to the Order itself. Hercle will confirm the execution of an Order via a specific message sent via the Platform, APIs or Approved Channel used by the Customer, it being understood that failure to confirm an Order will not be a condition for considering the Order invalid. Once the Order has been entered in accordance with the established methods, Hercle will execute it in accordance with the conditions and methods set forth in these Terms of Use. The Customer expressly acknowledges that, once an Order has been entered, it cannot be revoked or modified by the Customer and, once executed, it will be final.

5.7 In addition to any other right to limit the provision of the Services under these Terms of Use, Hercle reserves the right not to process an Order when, based on the information available to it and/or on its own prudent assessment: (i) the execution of the Order would result, even only on the basis of an assessment based on reasonable probability, in a violation of the Applicable Laws; (ii) the Order is entered in a manner that may determine a risk to the security, reliability or integrity of the Platform, the Services or the APIs; (iii) the authentication methods and/or the Customer's behavior present signs of anomaly that may reasonably suggest a violation of these Terms of Use, a violation of the Applicable Laws and/or the improper use of the Customer's Credentials.

5.8 Orders are deemed to be placed by the Customer whose Credentials were used to initiate the session and/or open the Permitted Channel, Platform, or API communication through which the Order was placed. Hercle has no obligation to request further information regarding the Customer's identity when placing or subsequently executing the Order.

5.9 Hercle undertakes to execute Orders promptly and in compliance with the parameters identified from time to time by the Customer, it being understood that Hercle does not provide any specific guarantee regarding compliance with specific speed parameters or methods of execution of the Orders placed by the Customer unless such parameters or methods have been previously and expressly agreed between the Customer and Hercle.

5.10 The Customer expressly acknowledges that Hercle does not provide any advice or verification of the adequacy, appropriateness, or suitability of Orders placed by the Customer. The Customer is solely responsible for the parameters of the Orders placed and for the financial, tax, and legal consequences of executing such Orders.

5.11 Where required by applicable law, orders or provisions from competent authorities, or to ensure the safe provision of the Services, Hercle reserves the right to impose limits on the size or type of Orders that can be executed through the Platform. Hercle undertakes, where reasonably possible, to communicate the application of any applicable limits at least 48 (forty-eight) hours before the aforementioned limits become applicable. Hercle reserves the right not to execute Orders that do not comply with any applicable limits.

5.12 The Customer may ask Hercle – which may, at its sole discretion, accept or refuse such request – to be expressly authorised to place Orders at settlement deferred ("Delayed Settlement Orders"). The placing of Delayed Settlement Orders entails the possibility for the authorised Customer to place an Order in the event that the availability of FIAT Currency or Digital Assets is not sufficient to execute such Order, provided that the Customer transfers to Hercle, within and no later than 48 (hours) following the placing of a Delayed Settlement Order, the necessary provision of funds denominated in FIAT Currency or Digital Assets. The Customer expressly acknowledges that Hercle reserves the right to: (i) withhold the amounts, denominated in FIAT Currency or the quantities of Digital Assets obtained from the execution of the Order until the Customer has paid the necessary provision; (ii) in the event of failure to pay the provision by the Customer within the deadline indicated above, to proceed with the sale of the Digital Assets obtained through the execution of a Delayed Settlement Order in order to cancel its effects. Hercle's right to ask the Customer to pay any sums that may be necessary in order to cancel the effects deriving from the execution of a Delayed Settlement Order which is not followed by the payment by the Customer of the requested funds within the terms set out in these Terms of Use.

5.13 The Services are offered to the Customer via the Platform and/or the APIs made available by Hercle. At Hercle's discretion, additional terms and conditions may be provided that the Customer must accept in order to use the Services.

5.14 When executing Orders involving the trading or purchase of Digital Assets, Hercle may, at its discretion, act as the Client's counterparty or execute the Order on third-party exchanges. The Client expressly accepts that, at the time of execution of the Order, Hercle may, in its own interest or in the interest of other clients, hold positions similar to or opposite to the one in the Client's Order. Hercle will take reasonable steps to avoid operating in a conflict of interest or, if a potential or actual conflict of interest is identified and cannot be eliminated, Hercle undertakes to: (i) disclose to the Client the existence of a potential or actual conflict of interest; (ii) adopt reasonable measures to mitigate any identified risks of conflict of interest. Hercle may fulfill its commitment to disclose potential or actual conflicts of interest through general notices on the Site or via the Platform.

Digital Asset Prices

5.15 The prices of Digital Assets (as the case may be expressed by means of a pair "Digital Asset/FIAT Currency" or "Digital Asset/Digital Asset") are available, immediately or upon request, via the Platform, the Permitted Channels and the Hercle APIs. In the event that the Customer: (a) requests a price quote ("RFQ"); or (b) places an Order without, however, executing it immediately, Hercle reserves the right to indicate the maximum time, expressed in units of time, in which the Order may be executed at the indicated price, subject to the limits set forth in Article 5.16 below. Once the aforementioned time limit has elapsed without the Customer having completed the entry of the Order, Hercle reserves the right to generate a new RFQ or display a different price at which to execute the Order.

5.16 In this regard, the Customer expressly acknowledges and accepts that: (a) Hercle does not guarantee that the mechanisms of price formation are immune to exogenous factors including, but not limited to, alterations in the functioning of the DLT, the behaviour of the miners or validator nodes, behavior of other users of the underlying DLT network, or other events or circumstances that may impact price formation; (b) undertakes to execute any Order placed by the Customer at the price displayed by Hercle at the time the Order is placed. In partial derogation of the provisions of the previous paragraph, the Customer expressly acknowledges that the prices displayed are based on normal market conditions. The Customer expressly acknowledges that in the event of high market volatility or in the presence of extraordinary events or circumstances, Hercle may execute the Order at a price different from the one displayed.

Custody

5.17 The Customer's Digital Assets transferred to Hercle are stored under an irregular deposit. Therefore, the Customer expressly acknowledges and agrees that: (a) the Customer's Digital Assets may be mixed with other Digital Assets belonging to other customers without further segregation; (b) the Customer will have the right to withdraw a certain amount of the type of Digital Assets deposited, but the Digital Assets delivered by Hercle in fulfillment of this request may not coincide, in whole or in part, with the Digital Assets originally deposited by the Customer.

Client Wallet

5.18 To transfer Digital Assets to the Customer or from the Customer to Hercle, the Customer must use or indicate, as applicable, a Customer Wallet compatible with the Digital Assets subject to an Order placed by the Customer. In the absence of a Customer Wallet indication, Hercle reserves the right not to process the Digital Asset Transfer Order placed by the Customer. Hercle has no obligation to carry out tests, test or other forms of verification on the Customer Wallet.

Hercle User Acceptance Testing Environment

5.19 Upon prior written agreement with Hercle, the Customer may have access, for a predetermined period of time and under predetermined conditions, to the sandbox/testnet developed by Hercle ("User Acceptance Testing Environment"). The general provisions of these Terms of Use will apply to the User Acceptance Testing Environment (UAT), unless otherwise indicated by Hercle, including the payment of any agreed fee. It is hereby expressly understood that: (i) the purpose of the User Acceptance Testing Environment is exclusively to facilitate the activity of setup and/or integration of the Customer with the APIs and/or, as the case may be, with other technologies or services made available by Hercle, as well as allowing the Customer to perform tests relating to the functionalities and/or other technologies made available by Hercle; (ii) unless otherwise expressly indicated by Hercle, the operations performed within the User Acceptance Testing Environment are simulated and, as a result, are not perfected and therefore do not entitle the Customer to obtain Digital Assets or FIAT Currency; (iii) in light of the very nature of the User Acceptance Testing Environment, it is possible that disservices and/or anomalies may occur for which Hercle declines, to the fullest extent permitted by the Applicable Regulations, any liability for such disservices and/or anomalies; (iv) the anomalies and/or disservices resulting from the Customer's use of the User Acceptance Testing Environment will not, under any circumstances, be attributed to the calculation of the availability parameters expressly agreed between the Customer and Hercle.

Demo Software

5.20 Hercle, in accordance with its own commercial and development strategies, may, at its sole discretion, contact individual Customers to offer promotions or make available new technologies or features within the User Acceptance Testing Environment (such new technologies or features hereinafter "Demo Software"). In such case, the Customer expressly accepts and acknowledges that: (i) the choice to make the Demo Software available to the Customer is a free prerogative of Hercle and that the subscription to these Terms of Use does not imply any obligation for Hercle to make such Demo Software available to the Customer; (ii) the Demo Software is made available "as it is" and without any guarantee, implicit or explicit, as to its proper functioning or its usefulness or suitability for a particular use; (iii) the Demo Software may be in a state of partial development and, therefore, may present even evident anomalies in its functioning for which Hercle declines any responsibility to the fullest extent permitted by law; (iv) the use of Demo Software does not automatically entitle the Customer to benefit from the related functionalities or technologies in a production environment where these Terms of Use are not applicable to such new technologies, functionalities or services; (v) all the technology, functionalities and software forming part of the Demo Software is subject to the provisions relating to intellectual and industrial property contained in these Terms of Use in relation to the Services, the Platform and the APIs and, more generally, to the know-how by Hercle; (vi) the terms and conditions for using the Demo Software and for participating in promotions will be submitted to the Customer via written communications to the email address provided during Registration.

6. Third-party services

6.1 Through the Platform, the Services, or the APIs, the Customer may use Services provided by third parties ("Third Party Services"), which may be governed by separate terms and conditions that differ, even in part, from these Terms of Use. Depending on the case, Hercle will make available to the Customer a list of or a link to the terms applicable to the Third Party Services via email and/or on its website and/or via the Platform. In the event of a conflict between the terms applicable to the Third Party Services and the provisions of these Terms of Use, the terms applicable to the Third Party Services will prevail exclusively in relation to the Third Party Services to which such terms pertain.

7. Consideration

7.1 Through the Platform, the Services, or the APIs, the Customer may use Services provided by third parties ("Third Party Services"), which may be governed by separate terms and conditions that differ, even in part, from these Terms of Use.

7.2 For Services that are the subject of bilateral negotiations between Hercle and the Customer, Hercle reserves the right to formulate a specific estimate for the Customer that is not subject to prior or subsequent publication on the Site.

7.3 Unless otherwise specified by Hercle, any network fees applicable to any Order or Transaction made, including the withdrawal and deposit of Digital Assets by the Customer, will be borne by the Customer.

8. Customer Obligations

8.1 The Customer is obliged to strictly comply with the provisions of these Terms of Use and in particular:

• comply with Applicable Law at all times;
• promptly provide Hercle with any information, document or data requested by Hercle as part of its verification and monitoring activities, including those of the Applicable Regulations, the Platform, the Services and the APIs;
• take all reasonable security measures to prevent unauthorized use of the Platform, the Services and the APIs by persons connected to the Customer, including Authorized Representatives;
• provide true, correct and complete information to Hercle whenever such information is requested and promptly notify Hercle of any changes to such information during the course of the relationship.

8.2 The Customer also undertakes not to:

• circumvent, disable, or otherwise interfere with the provision of the Services, the Platform, or the APIs or their functionality, including security features or features that impose limitations (including geographic limitations) on the use of the Services, the Platform, or the APIs;
• disassemble, decode, modify, translate, alter, decompile, or reverse engineer the Services, Platform, or APIs;
• distribute, copy, rent, lease, sublicense, assign, transmit, sell, or otherwise transfer the Services or any rights therein;
• violate or share your Credentials with unauthorized third parties;
• interfere, or attempt to interfere, with the integrity or proper functioning of the Services, the Platform, or the APIs;
• use the Services, the Platform or the APIs in an illegal manner or in violation of Applicable Laws or these Terms of Use;
• use any Hercle Distinctive Mark without Hercle's prior written consent;
• delete, remove, obscure or in any way alter the copyright or any Hercle Distinctive Sign or any trademark or other distinctive sign of third parties that may appear during the use of the Services or within the Platform;
• use the Services, the Platform, or the APIs to conduct, even in the interest or for the benefit of third parties, any comparison, competitive analysis, penetration testing, resilience or vulnerability assessment, maintenance of security protocols, or other similar activities, through software and/or hardware, without the prior written consent of Hercle.

8.3 In the case of a legal entity, the commitments set forth in this Article 8 are assumed by the latter pursuant to art. 1381 of the Italian Civil Code, also for the employees and collaborators, including the Authorized Representatives, of the Client.

9. Limitation of liability

9.1 To the fullest extent permitted by Applicable Law, with the express exclusion of cases of willful misconduct and gross negligence, Hercle declines any direct or indirect liability relating to the Services, the Platform, and the APIs. The Services, the Platform, and the APIs are always provided "as they are" and "subject to availability". To the fullest extent permitted by Applicable Law, Hercle does not provide and excludes any liability or guarantee, direct or indirect, express or implied, that the Services, the Platform, or the APIs are suitable for the Customer's requirements or expectations, or are error-free or will function without interruption.

9.2 Hercle disclaims, to the fullest extent permitted by Applicable Law, any responsibility for the price of Digital Assets and/or the functioning of the markets on which the Digital Assets are traded or on which the Order is executed. Hercle disclaims any responsibility for the correctness, reliability or consistency of the pricing mechanisms relating to Digital Assets or regarding the absence of events capable of manipulating, altering, or otherwise interfering with the functioning of the Digital Assets markets.

9.3 The Customer shall indemnify and hold harmless Hercle, its employees and/or collaborators, and/or partners from any dispute, charge, expense, order to make and/or give, request for or order to compensate for damages, penalty or loss (including any legal fees incurred) that are a direct or indirect consequence of (i) a violation of these Terms of Use by the Customer; (ii) the violation of third party rights by the Customer resulting from non-compliant use of the Services, the Platform or the APIs; (iii) the use of the Services, the Platform or the APIs in violation of the terms contained in these Terms of Use.

9.4 It is understood and expressly accepted by the Customer that, in any case and without prejudice to the limitations set forth above, Hercle's maximum liability for any damage, charge or prejudice compensable under these Terms of Use shall not exceed the sum of all fees paid and/or owed to Hercle by the Customer in the 12 (twelve) months immediately preceding the time of the occurrence of the compensable breach.

9.5 The Customer expressly acknowledges that the Third Party Service providers are not under the control of Hercle and Hercle cannot under any circumstances be responsible for the provision of such Third Party Services, including, but not limited to, the quality, compliance with Applicable Laws, or availability of such Third Party Services. The Customer also acknowledges that: (i) if it were to access such Third Party Services directly, they may be subject to conditions of use different from those set forth in these Terms of Use or, in any case, applicable to Services provided directly by Hercle; (ii) in the event of direct access by the Customer to the Third Party Services, Hercle will not be a contractual party to the relevant relationship and, therefore, will remain external to the contractual matters of the relationship between the Third Party Service providers and the Customer, unless otherwise indicated in writing by Hercle. The Customer expressly acknowledges that the use of Third Party Services may, depending on the case, be an essential condition for the use of the Services, the Platform, or the APIs and that, in the absence of a relevant contractual relationship between the Customer and the Third Party Service provider, Hercle may not be able to provide the Services, guarantee access to the Platform, or the APIs, without fault. Hercle reserves the right to change Third Party Service providers at any time, replacing them with providers capable of providing similar services, without this decision being detrimental to Hercle. Unless otherwise expressly indicated by Hercle, messaging or communication services provided by third parties and recognized by Hercle as Permitted Channels (e.g., Telegram) are also considered Third Party Services.

9.6 The Customer will be solely responsible for verifying the end-points of the APIs, the secure storage of the API Key, its internal databases for order management as well as any other software, firmware or hardware element that the Customer uses to enjoy the Services, including connectivity, network infrastructure and, more generally, the connectivity services used.

9.7 The Customer is also exclusively responsible for the tax, accounting and regulatory assessments relating to the use of the Services by the Customer.

9.8 The Client assumes all responsibility for the use of their Client Wallet. By way of example, the Client assumes all responsibility arising from the incompatibility with a certain type of Digital Asset for the receipt and custody of the Digital Assets associated with the aforementioned Client Wallet as well as for the custody of any private key associated with the Client Wallet. Hercle declines all responsibility with regard to: (i) the security, reliability, usability or any other property or characteristic of the Client Wallet used by the Client, it being expressly understood that any loss or damage arising from the use thereof will be the sole responsibility of the Client; (ii) any specific risk associated with Digital Assets or DLT, including the security, reliability and stability of the IT protocols underlying the Digital Assets or DLT, the functioning of the transaction validation protocol on the DLT network, the behavior of the network as a whole, including the operation of the miner or validator nodes.

10. Duration of the relationship, withdrawal and resolution

10.1 The contractual relationship governed by these Terms of Use has no fixed term. The Customer who qualifies as a consumer pursuant to Legislative Decree no. 206 of 6 September 2005 may withdraw at any time without penalty or expense:

• by sending a specific email to the address indicated in Article 12;
• by sending a registered letter with return receipt to the following address: Hercle S.r.l., Via Salasco 3, 20136, Milan.

Customers who are not consumers (e.g., legal entities) have the right to withdraw by notifying Hercle at the address indicated in Article 12, with at least 30 (thirty) days' notice. In any case, Hercle reserves the right to terminate the contractual relationship with the Customer, without having to provide any reason, by sending the Customer written notice with at least 30 (thirty) days' notice.

10.2 Hercle may immediately terminate the contractual relationship with the Customer by sending written notice to the contact details indicated in Article 12 below in the following cases: (a) if it detects any use of the Platform, APIs or Services by the Customer that is contrary to these Terms of Use; (b) if it detects any use of the Platform or Services by the Customer that causes, or that in Hercle's reasonable and prudent opinion may cause, damage, interruption or disruption to the Services, APIs or the Platform; (c) if the Customer violates the provisions established by law or by Hercle in relation to the Applicable Regulations, including the AML Regulations; (d) the Customer fails to comply with a request for integration of information, data or fails to cooperate with Hercle as requested by Hercle itself; (e) the Customer fails to pay any amounts owed to Hercle within 24 (twenty-four) hours of the date of a Delayed Settlement Order and 3 (three) days in all other cases.

10.3 Termination of the contractual relationship between the Customer and Hercle, resulting from a withdrawal or termination pursuant to Article 10.2 above, will authorize Hercle to: (i) immediately discontinue the provision of all Services and the validity of the Credentials and, where the use of the Hercle APIs was envisaged, the use of the latter and the deactivation of the relevant API key. Hercle will retain the data required by the Applicable Regulations for the terms established therein.

11. Changes to the Terms of Use and Technical Interventions on the Platform, Services or APIs

11.1 Hercle reserves the right to make unilateral changes to these Terms of Use at any time. In the event of unilateral changes:

• If the changes are a consequence of regulatory interventions, orders from the competent Authorities, are in Hercle's reasonable opinion necessary to increase the security or reliability of the Platform, or are improvements for the Customer, Hercle may make such changes at any time and they will have immediate effect without prejudice to Hercle's commitment to notify the Customer as soon as possible after the implementation of the aforementioned changes;
• If the changes result in a worsening of the contractual conditions for the Customer, Hercle will communicate the planned changes to the Customer in due time before the date of implementation of the changes. The Customer may withdraw from these Terms of Use within the deadline indicated in the communication. If the Customer accesses the Platform after the aforementioned communication, uses the APIs or the Permitted Channels to place an Order, or does not exercise the right of withdrawal within the indicated deadline, the changes will be deemed definitively accepted by the Customer.

11.2 Hercle may perform routine or extraordinary maintenance on the Platform, Services, or APIs at any time and at its sole discretion. The Customer acknowledges that such maintenance may result, without incurring any liability on the part of Hercle under these Terms of Use, in the temporary suspension of the Services and/or the temporary unavailability of one or more features of the Platform and/or APIs. Where possible, Hercle will inform the Customer in advance of the unavailability of systems and/or features, specifying the time required to complete the maintenance. This information, if it contains expected restoration or completion times, is always indicative and not binding on Hercle.

11.3 Hercle reserves the right to update the Services, Platforms, or APIs at any time. The Customer acknowledges and agrees that, where deemed appropriate by Hercle at its sole discretion, updates may result in the modification or elimination of certain features of the Services and/or Platform and/or APIs. The Customer releases Hercle from any liability related to any damages resulting from potential updates and interventions, unless such damages result from Hercle's willful misconduct or gross negligence.

12. Communication of complaints

12.1 The Customer can communicate with Hercle by sending an email to the following address: support@hercle.financial. In the event that the Services offered include Third Party Services and a direct contact address is available, the Customer must send an email to that direct contact address if their communication concerns Third Party Services. If, in Hercle's opinion, the communication sent by the Customer pursuant to this Article 12.1 concerns Third Party Services, Hercle reserves the right to forward the communication to the providers of Third Party Services and to notify the Customer at the same time.

12.2 Hercle will communicate with the Customer: (a) via an email sent to the email address provided by the Customer to Hercle during the registration process on the Platform, as updated by the Customer from time to time; (b) via the Platform where the Customer hereby elects domicile for communications relating to the Services; (c) other means or channels identified by Hercle and communicated in advance to the Customer.

12.3 Hercle reserves the right to make general communications (including, but not limited to, changes to the general operating procedures of the Site, APIs, or Platform) via the Site. The Customer undertakes to regularly access the Site and Platform to monitor for any relevant communications.

12.4 If the Customer wishes to submit a formal complaint, they can send an email to the address support@hercle.financial. For the complaint to be properly handled by Hercle, it must contain: (i) the Customer's name and surname, or its name in the case of a legal entity; (ii) a brief description of the fact, behavior, or event that led the Customer to file the complaint; (iii) where possible and applicable, a quantification of the value of the complaint in Euros. The complaint may be written in Italian or English. Hercle undertakes to respond, in writing, to every properly submitted complaint within 30 (thirty) days. Hercle reserves the right to forward the complaint to its partner where required by Applicable Law or by the contractual provisions governing the relationship between Hercle and the aforementioned partner.

13. Intellectual property

13.1 All intellectual property rights relating to the Hercle Distinctive Marks, the Platform, the APIs, the Services and the Site and all material related thereto (including, without limitation, derivative works, titles, computer code, graphics, music or sounds, text, screens, methods of operation, moral rights, "applets" incorporated into the Platform or any other software, hardware sign) are the property of Hercle or its licensors.

13.2 The Platform, Services, APIs, and their content are licensed to the Customer under a limited, revocable license. The Platform may contain material licensed by third parties, and in such cases, the owners of intellectual property rights in such content may enforce their rights, including directly, in the event of a violation of these Terms of Use by the Customer. Reproduction or representation of such licensed material, in any form or for any reason, without the prior consent of Hercle and, where applicable, Hercle's licensors and representatives, is prohibited. Except as expressly provided in these Terms of Use, all rights not granted to the User are expressly reserved by Hercle.

13.3 If the Customer chooses to send feedback or suggestions relating to the use of the Platform, the APIs or the Services, they acknowledge that any feedback becomes the exclusive intellectual property of Hercle. Any questions, suggestions, comments, or technical reports, including automated ones, transmitted by any means, relating to the Services, the Platform, or the APIs will become the exclusive intellectual property of Hercle. Likewise, the Customer expressly acknowledges that: (i) Hercle will have no obligation to implement feedback, suggestions, or observations from the Customer; (ii) the Customer will not be entitled to any intellectual or industrial property rights in the Services, the Platform, or the APIs, or to any compensation or benefit of any kind as a result of implementing comments, feedback, suggestions, or observations from the Customer.

13.4 The Customer expressly acknowledges the confidential, proprietary nature and commercial value of the Services, the Platform and the APIs and is also aware that any disclosure of information relating to or to an unauthorised use of the Services, the Platform or the APIs and, more generally, of the technology and the know-how of Hercle, will cause great damage to Hercle.

14. Regulatory and tax treatment of digital assets

14.1 Hercle does not provide any form of advice regarding the tax or regulatory treatment of Digital Assets or Transactions involving Digital Assets and disclaims any liability in this regard.

14.2 Except where: (i) required by applicable law; (ii) provided for by Hercle in these Terms of Use; and/or (iii) expressly agreed in writing between the Parties, Hercle will not assume any monitoring and/or tax substitute or similar role with respect to the Customer and/or third parties in relation to transactions carried out by the Customer and, therefore, the related obligations remain the sole responsibility of the latter.

14.3 In the event that Hercle is required to make deductions, withholdings, payments or any other payment and/or act, the Customer hereby accepts and acknowledges that Hercle may carry out such obligations, including through the direct withdrawal of the necessary funds and/or Digital Assets, without the prior consent or authorization of the Customer.

15. Non-transferability of contractual obligations

15.1 The contractual relationship governed by these Terms of Use is personal. Therefore, the Customer may not assign this contractual relationship, in whole or in part, or any of its obligations, rights, or powers, to third parties without the prior written consent of Hercle. Hercle may assign this contractual relationship (or any of its obligations) in whole or in part to third parties, including companies in which Hercle has a stake, without the need for specific prior authorization from the Customer, which is deemed to have been previously granted.

16. Processing of personal data

16.1 Hercle undertakes to process the Customer's personal data in accordance with the Applicable Legislation on the processing of personal data, including, in particular, the GDPR. The privacy information is available at: https://hercle.financial/privacy-policy.

16.2 The Customer expressly acknowledges that, in order to comply with the obligations set forth in the Applicable Regulations, Hercle reserves the right to record, retain, and transfer to third parties (including the competent Authorities) the data generated by the Customer and/or transmitted at any time to Hercle. Data transmission to third parties will occur in compliance with applicable data protection laws and regulations.

17. Language and translations

17.1 In the event that Hercle makes one or more translations of these Terms of Use available to the Customer, such translations will be considered equivalent to the original. In the event of any conflict of interpretation between the Italian version of these Terms of Use and any translations, the Italian version will prevail.

18. Applicable law and competent court

18.1 These Terms of Use are governed by and must be interpreted exclusively and entirely in accordance with the laws of the Republic of Italy.

18.2 Customers who qualify as consumers residing in Europe should be aware that the European Commission has established an online platform that provides an alternative dispute resolution tool. This tool can be used by European consumers to resolve, out of court, any dispute relating to and/or arising from contracts for the sale of goods and services concluded online.

18.3 Any dispute arising in connection with the execution or interpretation of these Terms of Use shall be subject to the exclusive jurisdiction of the Court of Milan, except where the Customer is a consumer, in which case the jurisdiction shall be that of the Customer's place of residence or domicile pursuant to Legislative Decree no. 206 of 6 September 2005.

Clauses subject to express acceptance by the Customer

• Article 1.5 "Absence of Advice or Recommendation on Orders or Transactions."
• Article 1.6 "Use of the Services in the exclusive interest of the Customer."
• Article 3.5 "Disclosure of accounts used by Hercle."
• Article 4.4 "Customer's obligation to disclose updated information during the course of the relationship."
• Article 4.6 "Excluded Countries and Further Limitations."
• Article 5 "Provisions applicable to Services, Platforms and APIs."
• Article 7 "Fee."
• Article 8 "Obligations of the Customer."
• Article 9 "Limitation of Liability."
• Article 10 "Term of Relationship, Termination and Termination."
• Article 11 "Changes to the Terms of Use and Technical Interventions on the Platform, Services and APIs."
• Article 12 "Communication of complaints."
• Article 13 "Intellectual property."
• Article 14 "Regulatory and Tax Treatment of Digital Assets."
• Article 15 "Intransferability of contractual obligations."
• Article 18 "Applicable Law and Jurisdiction."

Further specific consent

• Appendix A "Digital Asset Risks."

APPENDIX A - RISKS OF DIGITAL ASSETS

The Customer expressly accepts and acknowledges that Digital Assets are characterised by a series of risks and more precisely:

1. Technological risk: The Customer acknowledges and accepts that there may be a risk of malfunction, incorrect or anomalous functioning of the underlying DLT, of the miners, validators, or other entities, infrastructures, or systems whose activity is necessary for the proper functioning of the DLT. This could have negative consequences on the availability and proper functioning of Digital Assets.
2. Volatility risk: The Customer understands and accepts that the value of Digital Assets may fluctuate significantly compared to other Digital Assets or FIAT Currencies. This volatility may cause the value of Digital Assets to increase or decrease significantly, depending on market conditions.
3. Risk of loss of value: The Client acknowledges and accepts the risk that the Digital Assets may suddenly or partially lose value. This could result in the loss of the Client's entire investment in the Digital Assets.
4. Legal and regulatory risk: Customer acknowledges and agrees that the lack of clear regulation of Digital Assets and related services may result in legal and regulatory risks that may adversely affect the value of Digital Assets or Customer's ability to transfer or exchange such assets.
5. Cyber risk: The Customer acknowledges and accepts the risk that the systems of Hercle, third party service providers and/or the Customer may be subject to cyber intrusions, attacks or failures, which may result in the temporary or permanent unavailability of the Digital Assets or the Services.
6. Counterparty risk: The Client acknowledges and accepts the risk that, for most Digital Assets, there is no counterparty or issuer against which the Client can exercise its rights. This may result in the risk of loss of value, failure to complete the transaction, or other negative consequences.

The Customer expressly acknowledges and accepts that the above risks are beyond Hercle's control and that Hercle assumes no responsibility for such risks.

ANNEX I – CRYPTO-ASSETS AND FIAT CURRENCIES ALLOWED

The Company allows the use and trading of the following cryptoassets:

• Bitcoin (BTC)
• Ethereum (ETH)
• Ripple (XRP)
• BNB
• Solana (SOL)
• Tron (TRX)
• Litecoin (LTC)
• Global Dollar (USDG)
• USD Coin (USDC)
• Euro Coin (EURC)

The following fiat currencies are accepted by the Company:

• Euro (EUR)
• British Pound (GBP)
• United States Dollar (USD)