Smart Account Platform End User Terms

Last updated: 6 July 2026

Disclaimer

The services to buy, sell, convert, deposit, withdraw, collect, and transfer Virtual Assets and fiat currency offered on the Partner Platform are provided by the Fuze Service Providers identified below. The relevant Fuze Service Provider for each service is determined by the nature of the service and your jurisdiction of residence, as set out in the Contracting Entity Table at Clause 2 of these Terms.

Switch Pay Limited ("Switch Pay") is a corporation incorporated in British Columbia, Canada. Switch Pay is registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC Registration No. C100000220). Switch Pay provides fiat currency operations, Virtual IBAN facilitation, fiat collection and payout services, and dealing in virtual currencies.

Morpheus Software Technology FZE ("Morpheus") is a company incorporated in the United Arab Emirates, licensed by the Virtual Assets Regulatory Authority, Dubai ("VARA") as a Broker-Dealer (Licence No. VL/23/10/002). Morpheus provides Virtual Asset execution, incidental custody, and on-chain transfer services to Customers resident in the United Arab Emirates, and facilitates AED Virtual IBAN services through its third-party banking partner.

Cypher Solutions Inc. ("Cypher") is a company incorporated in the Republic of Panama. Cypher provides Virtual Asset execution, incidental custody, and on-chain transfer services to Customers who are not resident in the United Arab Emirates.

(Switch Pay, Morpheus and Cypher, are each a "Service Provider" and collectively the "Service Providers" or "Fuze".)

The Partner Platform is operated by TARA Labs Ltd (doing business as "Tara") ("Partner"). The Partner is not a provider of the Services. While the Partner has partnered with Fuze to offer you access to the Services, your contractual relationship for the Services is with the relevant Fuze Service Provider, and you are liable to the relevant Service Provider for all obligations related to the Services including any losses or damages that you may suffer from the use of the Services and any fees or payments due from you. The Partner shall not be a party to any Transactions and shall not be liable to you for any acts or omissions of any Service Provider.

Virtual Assets trading is not suitable for everyone and you carry the risk of losing all of your capital. The information presented in these Terms is not comprehensive and you must make your own independent decision and should seek any advice that you consider necessary or desirable (including financial and legal advice) from independent advisers before you use any Services offered by Fuze. We encourage you to carefully review and understand these Terms and the risks and benefits associated with the Services.

If you have any questions regarding the Services, please contact the Partner's customer support team at support@tara.com. For escalated matters, you may contact Fuze at support@fuze.finance.

Fuze End-User Services Agreement

These Terms of Service, as amended, supplemented or replaced from time to time ("Terms"), constitute a binding agreement between the recipient of services ("Client", "Customer", "you" or "your" as the context requires) and the relevant Service Provider(s) identified in the Contracting Entity Table at Clause 2 ("Fuze", "Company", "we", "us" or "our" as the context requires). These Terms govern your use of the Services (defined below) provided by Fuze.

This Agreement sets out and has been entered into to record the key terms and conditions governing your relationship with the Service Providers. This Agreement shall come into force on the date you complete the onboarding process and accept these Terms through the Partner Platform.

By creating an account, completing the onboarding process, clicking "I Agree" (or any equivalent acceptance mechanism), or using any of the Services through the Partner Platform, you agree that you consent to, have read, understand, and accept:

• (i) the Fuze Platform Terms and Conditions available at https://www.fuze.finance/terms;
• (ii) the IBAN Services End-User Terms of Service (where you activate or use any Virtual IBAN service);
• (iii) the Risk Disclosure Statement available at https://www.fuze.finance/disclaimer;
• (iv) the Privacy Policy available at https://www.fuze.finance/privacy;
• (v) the terms and conditions of the relevant Banking Partner (where applicable to IBAN services); and
• (vi) these Terms.

All of the above documents, to which you have agreed, collectively form a single agreement which is hereafter referred to as the "Agreement".

In the event of any conflict between these Terms and any other document forming part of the Agreement:

• (a) in respect of the IBAN Services: the IBAN Services End-User Terms of Service shall prevail;
• (b) in respect of all other matters: these Terms shall prevail.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, the following terms and phrases have the meanings assigned below:

1.2 Interpretation

1.2.1. All references to singular shall include plural and vice versa and the word "includes" shall be construed as "without limitation".

1.2.2. Words importing any gender include all genders.

1.2.3. References to any statute, ordinance, or other law include all regulations and other instruments and all consolidations, amendments, re-enactments, or replacements for the time being in force.

1.2.4. All headings, bold typing, and italics (if any) have been inserted for convenience of reference only and do not define, limit, or affect the meaning or interpretation of these Terms.

1.2.5. References to "writing" or "written" include email and other electronic communications sent via the Authorised Communication Channels.

2. Regulatory Status and Contracting Entities

2.1. The Services are provided by different entities within the Fuze Group depending on the nature of the service and your jurisdiction of residence, as follows:

2.2. Your contractual relationship for each service is with the Contracting Entity identified in the table above. Where you use multiple Services, you shall have a separate contractual relationship with each relevant Contracting Entity in respect of the services it provides.

2.3. All Service Providers are members or affiliates of the Fuze Group. Orbit Holdings Limited, a company incorporated in the Abu Dhabi Global Market, UAE (Registration No. 8847), is the parent holding company of the Fuze Group.

2.4. The Service Providers' registered offices and contact details are as follows:

• (a) Cypher Solutions Inc.: Advanced Tower, 1st Floor, Panama City, Panama;
• (b) Switch Pay Limited: Unit 319, 2300-2850 Shaughnessy Street, Port Coquitlam, British Columbia, Canada V3C 6K5;
• (c) Morpheus Software Technology FZE: 08-112-001, Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates.

For all Service Providers: support@fuze.finance.

3. Services Provided by Fuze

3.1. Fuze provides the following categories of services through the Partner Platform, subject to these Terms:

Part A — Virtual Asset Services

3.2. Fuze operates a technology-driven digital platform and provides broker-dealer and Virtual Asset execution services for the purchase, sale, conversion, deposit, withdrawal, collection, and transfer of Virtual Assets. You will be provided with a list of the Accepted Virtual Assets in relation to which the Services may be rendered by Fuze. Fuze shall have the absolute discretion to amend the list of Accepted Virtual Assets at any time, without prior written notice or consent, and to not accept or reject any Order or Transaction in a previously communicated Accepted Virtual Asset. The list of Accepted Virtual Assets may also be agreed or varied between Fuze and the Partner via Authorised Communication Channels.

3.3. The Virtual Asset Services comprise:

• (a) access to and use of the Fuze Platform;
• (b) facilitation of access to Prices through the Fuze Platform;
• (c) fulfilment of Orders through the Fuze Platform;
• (d) deposit of Virtual Assets from External Wallets to the Client's Fuze Wallet and withdrawal of Virtual Assets from the Client's Fuze Wallet to External Wallets, subject to Fuze's compliance checks including Travel Rule requirements;
• (e) receipt of Virtual Assets from third parties into the Client's Fuze Wallet ("VA Collection"), subject to Clause 13; and
• (f) transfer of Virtual Assets from the Client's Fuze Wallet to a designated Beneficiary wallet ("VA Payout"), subject to Clause 13.

3.4. The Virtual Asset Services described in Clauses 3.3(a) to (d) are provided by the relevant Crypto Service Provider as determined by the Contracting Entity Table at Clause 2. The fiat currency leg of any on-ramp or off-ramp Transaction (including receipt of fiat from the Client's IBAN Account and credit of fiat proceeds to the Client's IBAN Account) is facilitated by the Payment Service Provider.

Part B — Payment Services

3.5. Subject to these Terms, the Payment Service Provider facilitates the following services through the Partner Platform:

• (a) Fiat Collections: receipt of fiat currency into the Client's IBAN Account from the Client's own External Bank Account or, where permitted, from third parties, in accordance with Clause 13;
• (b) Fiat Payouts: transfer of fiat currency from the Client's IBAN Account to a designated Beneficiary's External Bank Account, in accordance with Clause 13;
• (c) Fiat Balance Holding: where this service has been activated in accordance with Clause 13.5, the holding of fiat currency in the Client's Account or IBAN Account pending further instruction from the Client; and
• (d) such other ancillary payment services as may be notified to you from time to time via Authorised Communication Channels.

3.6. The Payment Services are provided by Switch Pay in respect of all Customers. Fiat currency held in a Client's IBAN Account is held by or through the relevant Banking Partner in accordance with the IBAN Services End-User Terms of Service. The Payment Service Provider does not accept deposits, offer loans, or extend credit.

General

3.7. Fuze provides execution-only services. Neither Fuze nor any of its representatives will:

• (a) provide you with investment advice or recommendation;
• (b) offer any opinion regarding the suitability of any Virtual Asset, financial product, Order, Transaction, or investment strategy;
• (c) monitor your Account or investments or the appropriateness thereof for any investment, financial monitoring, or advice purposes;
• (d) alert you to any recommended change to your investments, accounts, or services; or
• (e) provide legal, tax, or accounting advice.

3.8. Nothing on the Fuze Platform, the Partner Platform, or any website operated by Fuze is or shall be deemed a recommendation or solicitation to buy, sell, convert, collect, transfer, or store Virtual Assets, or as to the manner in which those services are used.

3.9. You will not seek, accept, or rely on any advice from Fuze or its representatives, nor will any communication between Fuze or its representatives and you (or your representatives) be construed as such.

3.10. The Services shall be rendered through the Partner Platform only, unless Fuze notifies you otherwise.

3.11. Fuze may introduce, modify, suspend, or discontinue any feature or functionality of the Services at any time, subject to notice in accordance with Clause 42.3.

4. Conflicts of Interest

4.1. Fuze has implemented a Conflicts of Interest Policy to identify, manage, and mitigate potential conflicts that may arise in the provision of Services. Such conflicts may include but are not limited to: (a) Fuze or its Affiliates trading as principal with Customers; (b) Fuze receiving fees or commissions from third parties in connection with the Services; (c) Fuze or its employees having interests in Virtual Assets that are subject to Orders.

4.2. Where a conflict of interest cannot be avoided, Fuze will ensure fair treatment of all Customers and will disclose the nature of such conflict where required by Applicable Law.

4.3. You acknowledge that Fuze may execute your Orders against its own inventory or that of its Affiliates, acting as principal, provided such execution is on terms no less favourable than available in the market.

5. Suitability Requirements

5.1. Fuze accepts no duty to verify the suitability or appropriateness of any requested Transaction or any other Service under these Terms, except as may be required under Applicable Law.

5.2. You confirm that you have had adequate opportunity to consider the investment risks associated with the Services before entering into this Agreement. You give your express consent to the same.

5.3. You further represent that you are responsible for making your own independent appraisal and investigations into the risks of any Transaction or investment. You represent that you have sufficient knowledge, experience, market sophistication, and professional knowledge to make your own legal and business evaluation of the merits and risks of any Transaction you enter pursuant to this Agreement.

5.4. You may act as principal or as agent on behalf of other persons. If you act in your capacity as an agent or an intermediary on behalf of underlying principals, you must ensure that you: (a) are appropriately authorised as a financial services provider under the laws applicable to your business; (b) disclose to the principals your arrangement and your relationship with Fuze; (c) disclose the fees that will be charged to the principals; (d) perform the disclosures required and appropriate to the principals on behalf of Fuze; and (e) where applicable, ensure product suitability to the principal.

6. Onboarding and Account Creation

6.1. In order to receive Services, you are required to be an existing customer of the Partner and to complete the onboarding process with Fuze. For the purposes of opening an Account, Fuze will require you to complete its account opening and onboarding process and submit such supporting documentation as may be deemed necessary, directly to Fuze through the onboarding process hosted on or accessible via the Partner Platform.

6.2. You acknowledge that Fuze collects, verifies, and processes your identity and eligibility for the Services directly through Fuze's own Know-Your-Customer and Customer Due Diligence procedures, which are hosted on or accessible via the Partner Platform. Fuze retains full regulatory responsibility for the collection, verification, and ongoing monitoring of your identity and CDD Information. Without limiting the foregoing, Fuze may, where operationally appropriate or as agreed with the Partner, permit the Partner to collect CDD Information on Fuze's behalf via the Partner Platform, provided that Fuze shall in all cases retain sole decision-making authority over verification, acceptance, and ongoing monitoring.

6.3. You agree and understand that in order for Fuze to verify your identity, you will be required to provide your personal information directly to Fuze through the onboarding process accessible via the Partner Platform, including details such as your name, address, contact details, financial information, and all information and data required under Fuze's Customer Due Diligence and Know-Your-Customer procedures (collectively, "CDD Information"). Where the Partner has separately collected information relating to you in the course of your relationship with the Partner, you consent to the Partner sharing such information with Fuze for the purposes of verification and compliance.

6.4. You agree to keep your CDD Information accurate and up to date and to promptly notify Fuze (directly or through the Partner Platform) of any material change in your CDD Information. Where the Partner becomes aware of any change in your CDD Information, you consent to the Partner sharing such updated information with Fuze.

6.5. Your acceptance as a Client is subject to satisfactory clearance of applicable anti-money laundering, sanctions, embargo, and other verifications in accordance with Applicable Law and the internal policies and procedures of the relevant Service Provider.

6.6. You agree that Fuze may, at its option, seek any information at any time from you to reconfirm your identity and authorisation to access the Fuze Platform or the Services. You acknowledge and accept full responsibility for the accuracy of any particulars or information provided to Fuze, and confirm that Fuze is authorised to contact any source of information or any person or entity nominated by you as a reference in order to verify the accuracy and correctness of such particulars and information.

6.7. Fuze has the right to refuse to provide any Services to you until you have provided all information and documentation necessary to complete the required Know-Your-Customer, anti-money laundering, and any other requirements. You undertake to provide all information, particulars, and documentation promptly. Fuze may also refuse to provide Services or terminate this Agreement at any point if you are found to have provided incorrect, incomplete, inaccurate, or false information.

6.8. Fuze has the absolute right, without notice, to (i) suspend your Account; (ii) not provide any or partial Services to you; or (iii) terminate this Agreement in whole or part if: (a) required under Applicable Law; (b) you do not successfully pass the onboarding and periodic Know-Your-Customer requirements of Fuze or the Partner; or (c) for any other reason that Fuze deems fit in its discretion.

6.9. Fuze is obligated to maintain certain information about you, including your login and transaction history, for such regulatory period as may be required under Applicable Law. Under certain circumstances, Fuze is required to report unusual transactions or any suspicion of involvement in financial crime or illicit activity to the competent authorities.

6.10. You represent and warrant that:

• 6.10.1. Fuze has not previously suspended or terminated your Account for any default by you;
• 6.10.2. you have had the opportunity to seek legal, accounting, taxation, or other professional advice regarding investing in Virtual Assets and using the Payment Services;
• 6.10.3. neither you, nor where applicable your beneficial owners, directors, or key personnel, are located in or a resident of any state, country, territory, or other jurisdiction where use of the Services may be restricted or prohibited under law;
• 6.10.4. neither you, nor where applicable your beneficial owners, directors, or key personnel, have been named on any sanctions list or are otherwise subject to any sanctions;
• 6.10.5. neither you, nor where applicable your beneficial owners or officers, have been convicted of an offence involving any crime or financial impropriety;
• 6.10.6. you have the legal capacity, full power, and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party;
• 6.10.7. you will not use the Fuze Platform or the Services for any purpose other than for which they are intended;
• 6.10.8. you will not use the Fuze Platform or the Services in breach of any Applicable Law or in violation of this Agreement; and
• 6.10.9. you will ensure that you remain compliant with the eligibility criteria of Fuze, as notified from time to time.

7. Account Security

7.1. When using the Account, you must:

• 7.1.1. take all reasonable steps to keep your Account log-in details safe at all times and never disclose the password and log-in credentials to anyone;
• 7.1.2. inform Fuze immediately if you have any indication or suspicion that your log-in details, password, or other security features relating to your Account are lost, stolen, misappropriated, used without authorisation, or otherwise compromised, and immediately change the password of the Account; and
• 7.1.3. change the password on a regular basis and particularly when you suspect that a third party has become aware of your log-in details.

7.2. Fuze will not be liable for any loss that you may incur as a result of someone else using your passwords or Account, either with or without your knowledge.

7.3. You shall be liable for all Transactions and activities undertaken using your Account credentials until such time as you have notified Fuze of any unauthorised access and Fuze has had a reasonable opportunity to act on such notification.

8. Prices and Orders — Virtual Asset Services

8.1. At the request of the Client, the relevant Crypto Service Provider may provide the following Virtual Asset Services, which shall be rendered through the Partner Platform in accordance with Applicable Law. By utilising the Virtual Asset Services, the Client may place an Order to:

• (a) buy a Virtual Asset in exchange for fiat currency ("Buy Order");
• (b) sell a Virtual Asset in exchange for fiat currency ("Sell Order"); or
• (c) convert one Accepted Virtual Asset into another Accepted Virtual Asset ("Conversion Order").

8.2. Fuze shall provide quotations of Prices at which Fuze may be willing to buy, sell, or convert Virtual Assets to the Client.

8.3. Upon receipt of a Price, the Client may submit to the Fuze Platform, through the Partner Platform, an instruction to purchase, sell, or convert the specified Virtual Asset on the terms and at the Price set forth (an "Order"); provided, however, that Fuze may modify or withdraw the Price at any time prior to processing an Order. If Fuze accepts an Order, the resulting Transaction will be between Fuze and the Client.

8.4. You agree and understand that:

• 8.4.1. Fuze shall have the sole discretion as to whether it wishes to provide Prices or respond to an Order;
• 8.4.2. Fuze is entitled to reject or not respond to an Order;
• 8.4.3. the provision of a Price by Fuze, whether following a request by you or otherwise, does not constitute an offer to you to enter into a Transaction at that Price, nor does it obligate Fuze to execute any subsequent Orders submitted by you;
• 8.4.4. Fuze provides Prices in its sole discretion and may discontinue the provision of Prices in some or all Virtual Assets and cease the use of the Fuze Platform or any part thereof at any time for any reason;
• 8.4.5. Prices are proprietary and indicative in nature and are subject to constant change. An Order may be executed at a different price than what you intended or what was provided to you, and there may be a difference between the Price provided and the price at which an Order is executed ("Slippage");
• 8.4.6. circumstances may arise where a Price provided may become invalid by the time an Order is submitted. In such cases the Order may not be executed or may be executed at a different price;
• 8.4.7. the Prices provided by Fuze may differ from quotes or prices provided by other providers;
• 8.4.8. Fuze shall, in its sole discretion, determine how long Prices remain valid. An Order submitted in relation to a Price that is no longer valid will be rejected; and
• 8.4.9. the Prices are provided solely for your use of the Services and you may not communicate or otherwise use the Prices for any other reason without the prior consent of Fuze.

8.5. The Prices displayed on the Platform include Fuze's spread, which represents the difference between the price at which Fuze purchases Virtual Assets and the price at which Fuze sells Virtual Assets to Customers. Spreads are variable and may change based on market conditions, liquidity, volatility, and other factors. The spread constitutes part of Fuze's compensation for providing the Services. You acknowledge that: (a) the Prices offered by Fuze may differ from prices available on other platforms or exchanges; (b) Fuze acts as principal in Transactions and the spread is retained by Fuze; (c) in volatile market conditions, spreads may widen significantly; and (d) Fuze does not guarantee that its Prices will be the best available in the market.

9. Execution of Orders

9.1. The Client shall place all Orders through the Partner Platform. If Fuze receives any Order through the Partner Platform, whether directly from you or from a person authorised on your behalf (including persons who Fuze reasonably believes to be acting with authority on your behalf), Fuze is authorised to rely on such Orders without further enquiry as to the genuineness, authority, or identity of the person giving or purporting to give such Orders.

9.2. You may only place an Order if you satisfy the eligibility criteria of Fuze and the Partner, where applicable, including having sufficient funds in your IBAN Account (for Buy Orders) or sufficient Virtual Assets in your Fuze Wallet (for Sell Orders or Conversion Orders). If you do not have sufficient funds or Virtual Assets to complete an Order, the Order will not be processed.

9.3. When you place:

• (a) a Buy Order, the equivalent amount of fiat currency required shall be debited from your IBAN Account and placed on hold until the Order is completed, cancelled, or rejected; or
• (b) a Sell Order, the equivalent amount of Virtual Assets shall be debited from your Fuze Wallet and placed on hold until the Order is completed, cancelled, or rejected.

Once placed on hold, you will not be able to place a further Order or initiate a Transaction with respect to the funds or Virtual Assets that are placed on hold.

9.4. Fuze will use its best efforts to complete an Order at the Price indicated at the time of the Order. Fuze will endeavour to provide you with the best overall price available.

9.5. The Partner Platform may display incorrect information or information that differs from Fuze's internal logs and records. In the event of any conflict, Fuze's communications and transaction logs shall prevail and shall be the conclusive evidence of all communications with Fuze, including all data transmitted by the Partner, and all data relating to Prices or Transactions.

9.6. Fuze may, at its sole and absolute discretion, refuse to execute any Order, without giving any reasons or notice. Fuze may also refuse any Orders previously given, for any reason including any manifest error or any abusive market practices or strategies.

9.7. Fuze may arrange for an Order to be executed either in whole or in part. In accepting an Order, Fuze does not represent or warrant that it will be possible to execute such Order or that execution will be possible according to your instructions.

9.8. Fuze may use a third-party payment processor, banking partner, or liquidity provider to process any payment or execute any Transaction in connection with the Services, and you will be liable for any fees and charges associated with such processing.

9.9. Each Order submitted must include such details as Fuze may require from time to time, including the relevant trading pairs, the Price (which must be the latest Price received and shall not have expired or been withdrawn by Fuze), and the applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount as specified by Fuze from time to time).

9.10. An Order submitted which is not received by Fuze for any reason, including the failure or delay of the Partner Platform, the Fuze Platform, or any Authorised Communication Channel, shall be deemed rejected. Once submitted, an Order cannot be withdrawn, cancelled, or amended by you under any circumstances, unless otherwise withdrawn, cancelled, or amended by Fuze in its sole discretion.

9.11. Fuze provides no guarantee that any Order submitted can be filled in its entirety.

9.12. Fuze may combine your Order with orders placed for other Clients. Fuze will use best efforts to ensure that aggregation will not work overall to your disadvantage, however the effect of aggregation may on occasion work to your disadvantage in relation to a particular Order.

9.13. An Order submitted by or on your behalf through the Partner Platform constitutes an offer to enter into a Transaction between you and Fuze on the terms set out in such Order, which may be accepted or rejected by Fuze in its sole discretion.

9.14. Fuze shall have no liability to you for any loss incurred in connection with any Order submitted, regardless of whether the Order is accepted, rejected, pending, or cancelled.

10. Transactions

10.1. If Fuze accepts an Order, the resulting binding transaction ("Transaction") will be between you and the relevant Crypto Service Provider (and, in respect of the fiat currency leg, the Payment Service Provider).

10.2. Each Transaction shall be governed by and in accordance with these Terms and any related agreements executed between you and Fuze.

10.3. Once a Transaction is undertaken in furtherance of an Order, you will be bound by such Transaction and the Transaction cannot be cancelled, revoked, amended, or unwound once entered into, unless permitted by Fuze, regardless of whether the corresponding Order was provided as a result of any inaccuracy or error by you.

10.4. Fuze reserves the right to reverse any Transaction which has resulted from any technical or manifest error or if Fuze suspects any fraud, manipulation, arbitrage, or other forms of deceitful or fraudulent activity in a Client's Account. Under such circumstances, Fuze shall be entitled to withdraw any profits and charge any costs which it deems to have been inappropriately gained, and shall not be liable for the cancellation of any Transaction or profits or in the event of any damages or losses resulting from such cancellation and reversal.

10.5. Fuze may arrange for a Transaction to be executed (i) either in whole or in part and (ii) as one single Transaction or a series of separate Transactions. In accepting an Order, Fuze does not represent or warrant that it will be possible to execute such Order or that execution will be possible according to your instructions.

10.6. The Client, upon request, will receive a notification of Transactions via the Partner Platform or Fuze Platform or via email. All Transactions will be reflected on the Account within one (1) Business Day of completion. Any failure or delay in providing such notice shall not affect the effectiveness of the Transaction. If you do not receive a message indicating that an Order has been accepted and a Transaction entered into promptly after submitting the Order, you shall contact Fuze to confirm the status of the Order.

10.7. Fuze will provide you with a written confirmation via the Partner Platform, Fuze Platform, or email, setting out the terms of the Transaction (a "Trade Confirmation") within a reasonable time but no later than one (1) Business Day of the Transaction. You shall be responsible for comparing any Trade Confirmation to your own records and shall notify Fuze of any discrepancies within ten (10) days.

10.8. You acknowledge and agree that: (a) the Services are provided on a non-advised basis; (b) you bear sole responsibility for all Transactions entered into by you; (c) you are solely responsible for reporting any Transactions as may be required under Applicable Law; and (d) in the absence of manifest error, Fuze's records as to the Services shall be final and conclusive.

10.9. You acknowledge and agree that any Orders or Transactions may be subject to risk or credit limits imposed by Fuze from time to time, which may be general or specific to you, may apply to all or certain Virtual Assets only, and at all times are imposed, amended, maintained, or removed at the sole discretion of Fuze ("Trading Limits"). Fuze may reject, cancel, or amend any Order that, in its sole discretion, breaches or will breach a Trading Limit.

11. Best Execution

11.1. In executing Transactions, the relevant Crypto Service Provider shall give primary consideration to obtaining the most favourable price and execution reasonably available under the circumstances and in the available market.

12. Market Conduct

12.1. You agree that you will not engage in any form of market abuse, market manipulation, or other prohibited trading practices including but not limited to:

• (a) wash trading or entering into arrangements for the sale or purchase of Virtual Assets that involve no change in beneficial ownership;
• (b) painting the tape or engaging in transactions to give false or misleading signals about supply, demand, or price of Virtual Assets;
• (c) spoofing or layering by placing Orders with no intention of execution;
• (d) front-running or trading ahead of Customer Orders; or
• (e) spreading false or misleading information about Virtual Assets.

12.2. Fuze maintains surveillance systems to detect and prevent market abuse. Any suspected violations will be reported to the relevant Regulator and may result in immediate Account suspension or termination.

13. Collections and Payouts — Payment Services

Fiat Collections

13.1. Subject to these Terms and the IBAN Services End-User Terms of Service, the Client may receive fiat currency into the Client's IBAN Account from the following sources:

• (a) the Client's own External Bank Account; and
• (b) where permitted by the relevant Service Provider and in respect of the applicable IBAN currency, third parties.

13.2. Third-party inbound transfers are subject to the following conditions:

• (a) USD IBAN: third-party inbound transfers are permitted, subject to Fuze's compliance checks and applicable transaction monitoring;
• (b) AED IBAN: only first-party inbound transfers (from the Client's own verified External Bank Account) are permitted, unless otherwise agreed in writing by Fuze.

13.3. Fuze may reject, delay, or reverse any Collection where: (a) Fuze reasonably suspects fraud, money laundering, or other unlawful activity; (b) the Collection would cause a breach of Applicable Law, sanctions, or regulatory requirements; (c) the sender cannot be adequately identified or verified; (d) the Banking Partner declines or delays the Collection for any reason; or (e) such action is required by any Regulator, law enforcement authority, or court order.

13.4. Fiat currency credited to the Client's IBAN Account may be used by the Client to: (a) fund Buy Orders (on-ramp); (b) instruct Payouts to Beneficiaries; (c) hold as fiat balance, where such service has been activated; or (d) any other purpose permitted under these Terms and the IBAN Services End-User Terms of Service.

Fiat Balance Holding

13.5. Fiat Balance Holding is a service that permits the Client to hold fiat currency in the Client's Account or IBAN Account pending further instruction. This service is not available by default and shall be activated only upon written agreement between Fuze and the Partner via Authorised Communication Channels, or as otherwise notified by Fuze. The IBAN Account is not a savings account, investment product, or interest-bearing deposit, and no interest shall accrue on funds held unless expressly stated otherwise by the relevant Banking Partner.

Fiat Payouts

13.6. The Client may instruct a Payout of fiat currency from the Client's IBAN Account to a designated Beneficiary's External Bank Account by submitting a Payout Instruction through the Partner Platform.

13.7. Each Payout Instruction must include such details as Fuze may require, including the Beneficiary's name, bank account details, the amount and currency of the Payout, and any other information required for compliance purposes.

13.8. Fuze shall process Payout Instructions in accordance with the processing times communicated through the Partner Platform. Processing times are indicative only and may vary depending on the Banking Partner, correspondent banks, payment networks, and other intermediaries involved. The available payout corridors and rails shall be as agreed between Fuze and the Partner via Authorised Communication Channels or as set out in any applicable addendum.

13.9. Fuze may reject, delay, or refuse any Payout where: (a) Fuze reasonably suspects fraud, money laundering, or other unlawful activity; (b) the Payout would cause a breach of Applicable Law, sanctions, or regulatory requirements; (c) the Beneficiary cannot be adequately identified or verified; (d) the Client has insufficient funds in the IBAN Account; (e) the Banking Partner or any correspondent bank declines the Payout for any reason; or (f) such action is required by any Regulator, law enforcement authority, or court order.

13.10. Fuze shall not be liable for any delay in the processing, settlement, or receipt of any Payout that is caused by the Banking Partner, any correspondent bank, payment network, regulatory authority, or any other third party.

VA Collections and VA Payouts

13.11. Where the Client receives Virtual Assets from a third party into the Client's Fuze Wallet (a "VA Collection"), the Client acknowledges that: (a) the VA Collection is subject to Fuze's compliance checks, including blockchain analytics, sanctions screening, and Travel Rule verification; (b) Fuze may reject, delay, or reverse any VA Collection that fails such compliance checks; and (c) Virtual Assets credited to the Client's Fuze Wallet following a VA Collection may be used by the Client to off-ramp (sell for fiat), convert to another Accepted Virtual Asset, or withdraw to an External Wallet.

13.12. The Client may instruct a transfer of Virtual Assets from the Client's Fuze Wallet to a designated Beneficiary's External Wallet (a "VA Payout") by submitting a Payout Instruction through the Partner Platform. VA Payouts are subject to: (a) Fuze's compliance checks including Travel Rule requirements and sanctions screening of the destination wallet; (b) blockchain network fees, which shall be borne by the Client and may be deducted from the Payout amount; and (c) any withdrawal limits or other conditions imposed by Fuze from time to time.

13.13. VA Collections and VA Payouts are provided by the relevant Crypto Service Provider as determined by the Contracting Entity Table at Clause 2. Where a VA Collection or VA Payout involves a fiat currency conversion, the relevant provisions of Clause 8 (Prices and Orders) shall apply to the conversion component.

14. Settlement of Transactions

14.1. Settlement of Buy Orders: upon execution of a Buy Order, the equivalent fiat currency amount (inclusive of Fuze's spread and any applicable fees) shall be debited from the Client's IBAN Account, and the corresponding Virtual Assets shall be credited to the Client's Fuze Wallet. The debit from the IBAN Account and the credit to the Fuze Wallet shall be effected within the timeframes communicated through the Partner Platform, subject to completion of all applicable compliance checks.

14.2. Settlement of Sell Orders: upon execution of a Sell Order, the relevant Virtual Assets shall be debited from the Client's Fuze Wallet, and the corresponding fiat currency proceeds (net of Fuze's spread and any applicable fees) shall be credited to the Client's IBAN Account. The Client may thereafter instruct a Payout from the IBAN Account to an External Bank Account, subject to the IBAN Services End-User Terms of Service and any applicable regulatory limitations.

14.3. Settlement of Conversion Orders: upon execution of a Conversion Order, the relevant Virtual Assets shall be debited from the Client's Fuze Wallet and the corresponding converted Virtual Assets shall be credited to the Client's Fuze Wallet, net of any applicable spread or fees.

14.4. Settlement of Fiat Collections and Payouts: fiat Collections are settled upon credit of funds to the Client's IBAN Account. Fiat Payouts are settled upon initiation of the transfer by the Payment Service Provider to the designated Beneficiary, subject to the processing times of the Banking Partner and correspondent banks.

14.5. The Client agrees and understands that Fuze shall not be liable for any delays, errors, or failures in settlement caused by the Partner, the Banking Partner, any correspondent bank, any payment network, any liquidity provider, or any other third party.

15. Deposits and Withdrawals — Virtual Assets

15.1. You may deposit Virtual Assets from External Wallets to your Fuze Wallet and withdraw Virtual Assets from your Fuze Wallet to External Wallets. All such transfers are subject to Fuze's compliance checks, including Travel Rule requirements, blockchain analytics, and sanctions screening.

15.2. You agree to provide such information as Fuze may require to comply with applicable Travel Rule requirements, including: (a) beneficiary name and wallet address for withdrawals to External Wallets; (b) originator information for deposits from External Wallets; and (c) any other information required under applicable Travel Rule requirements or regulatory guidance.

15.3. Fuze may reject or delay deposits or withdrawals based on risk assessment, compliance requirements, or regulatory obligations. Blockchain network fees for withdrawals shall be borne by you and may be deducted from the withdrawal amount.

15.4. If you deposit or transfer Virtual Assets to a wallet address that is not yours or not under your control ("Unsolicited Transfer"), Fuze has the right to account for any such Virtual Assets as belonging solely to Fuze if sent to any wallet address that Fuze controls. An Unsolicited Transfer does not create any relationship between Fuze and the sender and does not subject Fuze to any obligations in relation to the sender or the related Virtual Asset network.

16. Incidental Custody

16.1. The relevant Crypto Service Provider shall establish a Fuze Wallet for each Client upon successful completion of onboarding.

16.2. Virtual Assets held in a Client's Fuze Wallet are held by the relevant Crypto Service Provider on an incidental custody basis solely to facilitate the Services. The Crypto Service Provider maintains records enabling it to identify the Virtual Assets held on behalf of each Client separately from those held on behalf of other Clients or on the Crypto Service Provider's own account.

16.3. Where the Crypto Service Provider is Morpheus, incidental custody is provided pursuant to Morpheus's VARA Broker-Dealer licence and is subject to the applicable client asset requirements of the VARA Compliance and Risk Management Rulebook and the Broker-Dealer Services Rulebook. The duration and conditions of incidental custody shall be as determined by Morpheus in accordance with VARA requirements.

16.4. Where the Crypto Service Provider is Cypher, incidental custody is provided on an open-ended basis until the Client initiates a Transaction, withdrawal, or other transfer instruction. The duration and conditions of incidental custody may be agreed or varied between Fuze and the Partner via Authorised Communication Channels.

16.5. Fuze will not rehypothecate, lend, pledge, or otherwise use Client Virtual Assets for its own purposes or for the benefit of other Clients. Client Virtual Assets remain your property at all times, and the relevant Crypto Service Provider holds them solely to facilitate the Services.

17. Transaction Limits

17.1. Fuze may impose limits on: (a) the value of individual Transactions; (b) daily, weekly, or monthly Transaction volumes; (c) the maximum value of Virtual Assets held in your Fuze Wallet; (d) the maximum value of fiat currency held in your IBAN Account; (e) withdrawal and Payout frequencies and amounts; and (f) Collection amounts.

17.2. Limits may vary based on your jurisdiction, verification level, risk profile, and regulatory requirements, and may be agreed or varied between Fuze and the Partner via Authorised Communication Channels.

18. Client Money and Client Money Account

18.1. Where a Service Provider receives any funds from you or on your behalf in the course of providing the Services, such funds shall be held as Client Money in a Client Money Account maintained by the relevant Service Provider.

18.2. Where the relevant Service Provider is Morpheus, Client Money shall be held in accordance with the client money requirements of the VARA Compliance and Risk Management Rulebook and the Broker-Dealer Services Rulebook, as applicable. Morpheus shall open and maintain the Client Money Account with reliable banks and shall exercise due skill, care, and diligence in the selection, appointment, and periodic review of the bank.

18.3. Where the relevant Service Provider is Switch Pay, Client Money shall be held in a designated account maintained with the relevant Banking Partner in accordance with applicable FINTRAC requirements and the RPAA, as applicable.

18.4. Where the relevant Service Provider is Cypher, funds denominated in Virtual Assets held in incidental custody are not Client Money for the purposes of this Clause 18. The provisions of Clause 16 (Incidental Custody) apply to Virtual Assets held by Cypher.

18.5. The Client Money Account may be a common pooled account in which funds from multiple Clients are held. Accordingly, you understand that Clients will have a joint interest in the Client Money held in the Client Money Account and a pro-rata interest in such funds.

18.6. The Service Providers do not provide deposit-taking services. Client Money held in the Client Money Account shall not attract any interest, and the Service Providers shall not be liable to pay you any interest or additional amount on Client Money, unless expressly stated otherwise by the relevant Banking Partner.

18.7. Client Money is not subject to any deposit protection scheme. In the event of the insolvency or any other analogous proceedings in relation to a third-party bank with which the Client Money Account is maintained, the Service Provider may only have an unsecured claim against the third-party bank on your behalf, and you will be exposed to the risk that the money recovered is insufficient to satisfy your claim.

18.8. Upon deposit of funds, the Account may not be updated immediately, and the Account may not reflect the funds deposited by you. The Service Provider shall only be deemed to be in receipt of funds deposited by you after such funds have been received and the Account has been updated accordingly.

18.9. The Service Provider will not accept third-party or anonymous payments into your Account, except as expressly permitted under Clause 13.1(b) (third-party fiat Collections into USD IBANs) and Clause 13.11 (VA Collections), nor will it permit withdrawals or Payouts to any third-party or anonymous account except as expressly permitted under Clauses 13.6 and 13.12.

18.10. You agree that in addition to any obligation to meet payment obligations on your behalf, the Service Provider is authorised to transfer out funds from the Client Money Account if such funds are: (a) fees, charges, or other sums payable to Fuze under this Agreement; (b) identified expenses or charges for a Transaction; or (c) payments due and payable to any third party in relation to a Transaction or the Services.

18.11. Notwithstanding the foregoing, you hereby expressly and irrevocably agree that the Service Provider may set off any amounts due to it under this Agreement, including any fees, against any funds held in the Client Money Account or your IBAN Account.

18.12. The Service Provider shall ensure that its own assets are held separately from Client Money.

18.13. The Service Provider shall conduct reconciliation of the Client Money Account in accordance with Applicable Law.

18.14. A detailed electronic statement of the Account shall be made available to the Client on a monthly basis via the Partner Platform or Fuze Platform, and shall include details of: (a) the balance of fiat currency and Virtual Assets in your Account; (b) the amount, date, and value of each Transaction, and Orders placed, completed, or cancelled; (c) transfers of fiat currency and Virtual Assets into or out of your Account during the relevant period; and (d) any fees or charges deducted during the relevant period.

19. Fees and Charges

19.1. You are liable for all costs, fees, charges, expenses, levies, taxes, and duties arising from or in relation to the Services provided under this Agreement by any Service Provider or any third-party service provider appointed in connection with the same, including any withdrawal, Payout, or network fees that may be applicable ("Fees and Charges").

19.2. The Fees and Charges are variable with respect to each Service or Virtual Asset and may be amended from time to time by Fuze, but shall be notified to you pre- and post-Transaction through the Partner Platform or Fuze Platform.

19.3. Fuze will charge you VAT or other taxes where regulatory or legal requirements require it to do so. Unless expressly stated otherwise, the Fees charged by Fuze are exclusive of VAT. Fuze will provide VAT invoices where applicable.

19.4. The Client shall pay all applicable Fees and Charges as set out in any schedule of charges notified to the Client, or as otherwise payable under this Agreement.

19.5. Your use of any of the Services after notification of an adjustment of Fees shall constitute your acceptance of the revised Fees.

19.6. You acknowledge that prior notice of third-party service provider fees may not always be provided, and it may not be possible for Fuze to determine such fees prior to a Transaction; however, you remain liable for payment of all such third-party fees and charges.

19.7. Fuze may charge you any reasonable costs and expenses incurred in its attempts to collect any unpaid and overdue amounts, including debt collection agency charges and reasonable legal costs incurred in exercising its rights under this Agreement or under Applicable Law.

19.8. Fuze reserves the right to change the Fees and Charges at any time upon notice to you. If you continue to use the Services following such notice, you will be deemed to have accepted the change.

20. Collection of Fees and Charges

20.1. Notwithstanding anything contained in this Agreement, Fuze shall be entitled in its discretion to withhold, deduct, and retain from settlement funds, funds held in your IBAN Account, or any other funds made available to Fuze on your behalf, any: (i) Fees or Charges or other sums payable by you to Fuze under this Agreement; and (ii) a sum equal to any liability incurred by Fuze under this Agreement in connection with your use of the Services.

20.2. Fuze may collect the Fees and Charges and any other sums due from you under this Agreement by: (i) debiting such amounts, without notice or demand, from the settlement amount due to you or from your IBAN Account; (ii) debiting such amounts, without notice or demand, from any funds made available to Fuze on your behalf; or (iii) taking any lawful collection measures, in court or otherwise, to collect such sums.

21. Source of Funds and Wealth

21.1. You represent and warrant that: (a) all funds used for Transactions originate from legitimate sources and are not derived from criminal activities; (b) you will provide evidence of source of funds and source of wealth when requested by Fuze; and (c) you will not use the Services for money laundering, terrorist financing, or circumvention of sanctions.

21.2. Fuze reserves the right to: (a) request documentation evidencing the source of funds for any Transaction or Collection; (b) delay or refuse Transactions or Collections where source of funds cannot be adequately verified; and (c) report suspicious transactions to relevant authorities without notice to you.

22. Treatment of Forks, Airdrops, and Similar Events

22.1. Unless specifically communicated by Fuze in writing, Fuze does not support airdrops, coloured coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins including metacoins which supplement or interact with Accepted Virtual Assets (collectively, "New Events"). You shall not use the Services to attempt to receive, request, send, store, or engage in any other type of transaction involving a New Event. The Services are not configured to detect or secure New Event transactions, and Fuze assumes no responsibility in respect of New Events.

22.2. Fuze reserves the right to assess the impact of any New Event and may, in its sole discretion, decide whether to support (or cease supporting) any Virtual Asset following a New Event.

22.3. In the event of a New Event, Fuze may temporarily suspend its operations. Where practical, Fuze shall provide advance written notice to the Client promptly upon becoming aware of such a potential suspension and advise the Client of any risk of loss and any mitigation measures that Fuze may put in place.

23. Anti-Bribery, Corruption, and Whistleblowing

23.1. You agree that in connection with this Agreement and the Services, you will not, directly or indirectly, offer, pay, promise, or authorise any bribes, kickbacks, or other improper payments or benefits to any person, including any government official.

23.2. You will comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the UAE Penal Code and Federal Decree-Law No. 4 of 2024, the Canadian Corruption of Foreign Public Officials Act, and such other anti-bribery laws as may be applicable to you.

23.3. If you become aware of any actual or suspected violation of this Agreement, Applicable Law, or unethical conduct relating to the Services, you may report such concerns to: (a) the Compliance Officer of the relevant Service Provider at compliance@fuze.finance; or (b) the relevant Regulator's whistleblowing portal, where applicable. All reports will be treated confidentially to the extent permitted by law, and Fuze prohibits retaliation against good-faith reporters.

24. Suspension or Closure of Account

24.1. If you suspect that your Account or any of your security details or login credentials have been compromised, or if you become aware of any fraud or attempted fraud or any other suspicious, unauthorised activity or security incident (including a cyber-security attack) affecting you or Fuze (together, a "Security Breach"), you must notify Fuze as soon as possible and continue to provide accurate and up-to-date information throughout the duration of the Security Breach. You must take any steps that Fuze reasonably requires to reduce, manage, or report any Security Breach. Failure to provide prompt notification, or to take steps reasonably required by Fuze, may be taken into account in Fuze's determination of the appropriate resolution of the matter.

24.2. Fuze reserves the right to suspend, freeze, or cancel your login access, your Account, or your funds or Virtual Assets with Fuze without prior notice if Fuze suspects that the Account is being used in an unauthorised or fraudulent manner.

24.3. Fuze may at any time in its sole discretion, in addition to taking any action and seeking any remedy it may be entitled to in law or equity, immediately (i) suspend your Account, (ii) terminate Services and seek to recover additional assets or funds from you in the event that the funds or Virtual Assets in Fuze's possession or control are insufficient to cover Fuze's losses, and (iii) suspend your access to the Services until a determination has been made, if:

• 24.3.1. Fuze suspects your involvement in any fraudulent activity, misuse of the Services, provision of inaccurate or misleading information, money laundering, or other financial crime;
• 24.3.2. Fuze suspects you have committed a crime in the applicable jurisdiction;
• 24.3.3. Fuze is required to act by a regulatory authority, court order, or binding order of a government authority;
• 24.3.4. the Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
• 24.3.5. you default on any Transaction;
• 24.3.6. a request for funds or similar transfer has been declined or returned by the Banking Partner or your External Bank Account provider;
• 24.3.7. Fuze believes someone is attempting to gain unauthorised access to your Account;
• 24.3.8. Fuze believes there is unusual activity in your Account, requested Transactions, or activity with Fuze; or
• 24.3.9. Fuze believes you are using the Services, your login credentials, or other Account information in an unauthorised or inappropriate manner.

24.4. Fuze may, in its sole discretion, give written notice that your Account has been suspended, or any portion of the Services terminated or locked, and may, in its sole discretion, disclose the reasons for suspension if permitted to do so by law.

25. Account Investigations

25.1. Fuze has the right to investigate your Account and transaction history and activity if Fuze suspects any fraudulent activity, abuse, or a violation of this Agreement.

25.2. Fuze has the right to immediately investigate your Account and transaction history and activity if: (a) Fuze is required to do so by a regulatory authority, court order, or binding order of a government authority; or (b) the Account or any related account is subject to any pending litigation, investigation, governmental proceeding, or regulatory request.

25.3. You acknowledge and agree that Fuze may not be permitted to disclose such an investigation or provide you notice or information, as a matter of law.

26. Communications

26.1. Fuze may, from time to time and in its discretion, require you to send any communications in a specific form or by a specific method.

26.2. You agree that all communications from Fuze under this Agreement, including Trade Confirmations, account statements, transaction updates, notices, and any other notifications (collectively, "Communications"), may be sent to you through the Partner Platform, the Fuze Platform, via the Fuze website, or via email to the email address registered with Fuze ("Communication Channels").

26.3. Any Communication sent to you via the Communication Channels shall be, save for manifest error, deemed valid and legally binding. You hereby waive any claim that such Communications are invalid or unenforceable solely due to the chosen Communication Channel. It is your responsibility to ensure that you maintain access to the Communication Channels and promptly review all Communications sent to you.

26.4. You hereby specifically authorise Fuze to act on any Communications received through the Communication Channels and specifically indemnify Fuze for carrying out any instructions and communications received. Fuze reserves the right not to act on any instructions or Communications in its sole discretion.

26.5. You expressly consent to receive Communications electronically.

26.6. Fuze will treat as genuine and process any communications that Fuze believes in good faith to have been issued by you or your authorised representatives, and Fuze will not be obliged to confirm or verify the authenticity of the communication.

26.7. Where instructions are given or forms are submitted by electronic communication or any other method acceptable to Fuze, Fuze may without further enquiry as to the identity or authority of the person giving such instructions treat this as fully authorised by and binding on you.

26.8. Where instructions are given, forms are submitted, or execution pages of documents are provided to Fuze by fax, scanned image, email, photocopy, or any other form other than the original, Fuze may refuse to act on this until it has received the original. Where Fuze agrees to act in reliance on the copy, you will provide Fuze with the original within the time requested.

26.9. You will indemnify Fuze (and its respective directors, personnel, agents, and correspondents) for all costs and losses, including lost profits, incurred arising out of or in connection with anything done or omitted pursuant to any instructions given by you.

26.10. You are responsible for keeping your contact information on the Communication Channels up to date. You agree to promptly notify Fuze of any changes to your contact information.

26.11. You acknowledge the importance of maintaining the security and confidentiality of Communications, as they may contain sensitive information. You agree that you are liable for implementing reasonable security measures to protect your communication devices and accounts associated with the Communication Channels.

27. Representations and Warranties

27.1. In addition to the representations provided elsewhere under this Agreement, you represent and warrant to Fuze on the date this Agreement comes into effect, as of the date of each Transaction, and on the date of provision of any Services, that:

• 27.1.1. you have all necessary capacity, authority, powers, consents, licences, and authorisations and have taken all necessary action to enable you lawfully to enter into and perform this Agreement;
• 27.1.2. you have read these Terms and all key features documents (including all risk disclosures) and you are aware of and understand the risks inherent in making any relevant investments and in using the Payment Services;
• 27.1.3. you have the necessary level of experience and knowledge to understand the risks involved in the Transactions and in the use of the Services;
• 27.1.4. you have been provided with, and have read and understood, adequate information regarding the Services to enable you to make informed decisions;
• 27.1.5. you have satisfied yourself as to the observance of any Applicable Law, including obtaining any requisite governmental or other consents;
• 27.1.6. any information provided by you in relation to your identity, status, residence, or domicile is complete, true, accurate, and correct at the time provided, and you have not withheld any information which may be relevant for the purposes of this Agreement;
• 27.1.7. this Agreement, each Transaction, and the obligations created under them are binding upon you and enforceable against you in accordance with their terms (subject to Applicable Law) and do not and will not violate the terms of any regulation, order, charge, or agreement by which you are bound;
• 27.1.8. no event of default or any event which may become an event of default has occurred and is continuing with respect to you;
• 27.1.9. any information which you provide or have provided to Fuze in respect of your financial position or other matters is accurate and not misleading in any material respect;
• 27.1.10. you are willing and financially able to sustain loss of funds resulting from Transactions;
• 27.1.11. your conduct, business, and operations are, have been conducted, and will continue to be conducted in compliance with all applicable anti-money laundering and counter-terrorist financing legislation and all related rules, regulations, and guidelines issued by any governmental agency ("AML Laws"), and where applicable you have in place policies and procedures reasonably designed to ensure continued compliance with all applicable AML Laws;
• 27.1.12. neither you, nor where applicable any of your shareholders, ultimate beneficial owners, directors, or key management personnel, have been convicted of any crimes in any jurisdiction, and there are no criminal proceedings pending or, to the best of your knowledge, threatened against you;
• 27.1.13. where applicable, you have disclosed the details of your ultimate beneficial owners; and
• 27.1.14. you are acting for your own account and have made your own independent decisions to access and use the Services, enter into the relevant Transactions, and as to whether each Transaction is appropriate and proper for you based on your own judgment and upon advice from such advisers as you have deemed necessary.

Agent Provisions

27.2. Where you act as an agent on behalf of a principal, you additionally represent, warrant, and undertake that:

• 27.2.1. you have express agreement or instructions from the principal to act on the principal's behalf with Fuze and to enter into Transactions on the principal's behalf and to sign any documents, agreements, contracts, or confirmations in relation to this Agreement on behalf of the principal;
• 27.2.2. you have completed your due diligence on the principal and have ensured that the principal is not acting as an agent on behalf of a further third party;
• 27.2.3. where applicable, you have taken and will continue to take sufficient steps to obtain best execution in accordance with your execution policy, subject to any specific instructions from the principal;
• 27.2.4. Fuze will not accept any responsibility for intermediate brokers or agents selected by you or the principal;
• 27.2.5. settling any Transaction with the principal will be at your entire risk;
• 27.2.6. you have full legal and documented authority, power, and authorisation to engage with Fuze on behalf of the principal pursuant to this Agreement and to use the resources of the principal to meet any obligations under this Agreement and any Transactions, and shall bear full responsibility for compliance by the principal with the terms of this Agreement as if you were the primary obligor;
• 27.2.7. the principal can make the representations and warranties set out in this Agreement as if it were a party;
• 27.2.8. in entering into any Transaction on behalf of the principal, you have no reason to believe that the principal would not be able to perform any settlement obligations thereunder, and you shall notify Fuze immediately upon becoming aware of any reason or circumstance that may cause the principal to fail to meet its obligations;
• 27.2.9. in entering into any Transaction on behalf of the principal, you have no reason to believe that the principal is restricted or prohibited from engaging in such a Transaction or performing its obligations under any Applicable Law;
• 27.2.10. you have complied with your obligations under Applicable Law in relation to the suitability and appropriateness of any Transaction for the principal;
• 27.2.11. you shall provide to Fuze full and any information regarding the principal as Fuze requires to fulfil its obligations under Applicable Law; and
• 27.2.12. you shall immediately notify Fuze if you cease to act for any principal or if the basis upon which you act changes in any way that would affect this Agreement or any Transaction.

27.3. This Agreement also applies separately between Fuze and each principal.

27.4. Notwithstanding that you may act as agent, you undertake as principal and indemnify Fuze in respect of any losses incurred by Fuze in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf, of any principal.

27.5. The principal may not independently commence or sustain legal proceedings, complaints, or other remedies against Fuze, whether in the principal's name or your name on behalf of the principal.

27.6. You shall notify Fuze in writing if there is any material change to information you have previously given to Fuze at any time, and Fuze will rely on the information provided under this Agreement until notice in writing satisfactory to Fuze of its revocation is received.

27.7. You acknowledge that the information provided to Fuze for onboarding and under this Agreement may be provided to the tax authorities of the country in which your Account is maintained and exchanged with tax authorities of another country in which you or the principal may be tax resident, pursuant to intergovernmental agreements to exchange financial account information.

28. Reverse Solicitation

28.1. If you are accessing the Services from a jurisdiction where Fuze is not licensed to actively market or solicit Virtual Asset services or Payment Services, you acknowledge that: (a) you have approached Fuze on your own initiative; (b) Fuze has not solicited your business through any form of advertising or promotion in your jurisdiction; and (c) you are solely responsible for ensuring your use of the Services complies with your local laws.

29. Covenants

29.1. You covenant to Fuze that:

• 29.1.1. you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences, and authorisations required by you to operate a valid business;
• 29.1.2. you will use all reasonable steps to comply with all Applicable Law in relation to this Agreement and any Transactions, so far as they are applicable to you or to Fuze;
• 29.1.3. upon demand, you will provide Fuze with such information as Fuze may reasonably require to evidence the matters referred to in this clause or elsewhere in this Agreement or to comply with any Applicable Law; and
• 29.1.4. you will not give orders or otherwise take any action that could constitute market abuse or otherwise amount to a breach of any Applicable Law.

30. Indemnification

30.1. You shall indemnify, defend, and hold harmless Fuze and each Service Provider, their respective Affiliates, directors, officers, shareholders, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against all claims, losses, liabilities, demands, fees, and expenses (including legal fees and other litigation costs) arising in connection with this Agreement and the Services, including without limitation to the extent arising from:

• 30.1.1. any claim or dispute brought by you or any third party against an Indemnified Party;
• 30.1.2. any claim brought by you or any third party in connection with the Services, the Fuze Platform, or any Order or Transaction undertaken pursuant to this Agreement;
• 30.1.3. any unauthorised access or use of the Services or the Fuze Platform;
• 30.1.4. any Transaction, whether completed or not, that is attempted or completed as a result of any unauthorised access or use of the Services or the Fuze Platform;
• 30.1.5. resolving any dispute relating to any Order, Transaction, Collection, Payout, or these Services, or in enforcing Fuze's rights under or in connection with this Agreement;
• 30.1.6. any breach of any representation, covenant, or warranty made by you to Fuze under this Agreement; or
• 30.1.7. your use of the Payment Services in a manner not permitted by this Agreement or by Applicable Law.

30.2. You agree and understand that the Indemnified Parties (other than the relevant contracting Service Provider) are not a party to your Transactions and shall not be held liable or be subject to any legal claims or disputes arising in relation to Prices, Orders, Transactions, Collections, or Payouts under this Agreement.

31. Disclaimers

31.1. Fuze expressly disclaims liability for any delay in execution or the failure to execute any Order, Transaction, Collection, or Payout made through the Fuze Platform or Partner Platform. Fuze further disclaims liability for your inability to enter or execute all or part of any Service or Transaction. You acknowledge and agree that Fuze is not a guarantor of any investment made hereunder, and detrimental financial results may occur through use of the Services. You accept all financial consequences resulting from such use.

31.2. Access to the Fuze Platform and the Services is provided on an "as-is" and "as-available" basis. Fuze makes no warranties, express or implied, representations, or guarantees as to the merchantability or fitness for any particular purpose or otherwise with respect to the Fuze Platform, the Services, or their content or any documentation.

31.3. Unless a loss is a direct consequence of, or arises directly from, Fuze's gross negligence, wilful default, or fraud, neither Fuze nor any of its representatives shall be liable for any loss that might occur as a result of or arising out of your using, accessing, installing, maintaining, modifying, de-activating, or attempting to access the Partner Platform, the Fuze Platform, or the Services.

31.4. Fuze specifically disclaims all express and implied warranties regarding: (i) the Services; (ii) the Fuze Platform; (iii) the Communication Channels; (iv) the data transmitted by Fuze to and from any third party in connection with the Services, including data transferred to and from the Partner or the Partner Platform; and (v) the data transmitted by any third party to Fuze in connection with the Services. Fuze expressly disclaims liability for any delay in Services or failure to provide Services, including without limitation: (a) any warranties that they are free of defects, merchantable, fit for a particular purpose, or non-infringing; (b) that the Services will be uninterrupted, error free, or free of harmful components; and (c) that any information provided by you will be secure and not lost or damaged.

31.5. The Services may malfunction or become temporarily unavailable due to computer malfunction, network congestion, or other reasons. Fuze does not guarantee that the Services will be available at all times, and is not responsible for losses, damages, or costs incurred by you as a result of the unavailability or malfunction of the Services, the Fuze Platform, or the Communication Channels, including any technical problems, system failures, communication line failures, security breaches, or other similar defects.

31.6. Regardless of any other provision of this Agreement, Fuze has the right to suspend or terminate, at any time and with or without cause or prior notice, all or any part of the Services, or your access thereto, for any reason, including but not limited to changing the features or functionality of the Services, without any liability of Fuze to you.

31.7. Fuze provides no representations as to the accuracy or fitness for purpose of any Communication Channel, nor does Fuze accept any responsibility for any loss incurred by you arising out of or in connection with your use of the Partner Platform, the Fuze Platform, the Communication Channels, any Order, Collection, Payout, or any Transaction not completed or completed at a loss to you.

32. Limitation of Liability

32.1. Without prejudice to the generality of the other terms in this Agreement and except to the extent that liability cannot be excluded under Applicable Law, you acknowledge and agree that neither Fuze nor any Service Provider, nor any of their respective Affiliates, directors, shareholders, officers, employees, agents, representatives, suppliers, or contractors ("Related Persons") shall in any circumstances be liable to you or any third party for any losses, liabilities, damages, fees, expenses, or demands of whatsoever nature you may suffer or incur in connection with:

• 32.1.1. any Services provided and your use of the Services howsoever arising, including but not limited to direct damages, lost profits, trading losses, loss of use, interruption of business, loss of data, loss of goodwill, loss of opportunity, loss of investments or expenditures, or any special, incidental, indirect, consequential, or punitive damages of any kind, whether in tort (including negligence), contract, strict liability, or otherwise, whether or not Fuze had been advised of the possibility of the same;
• 32.1.2. the Services, the Fuze Platform, the Communication Channels, the availability or non-availability thereof, any unauthorised access or use thereof, or any activity on the Fuze Platform or any Transaction, Collection, or Payout, whether authorised by you or not;
• 32.1.3. Fuze's inability to enter into, amend, or cancel a Price, Order, Collection, Payout, or Transaction, or any failure, delay, error, omission, inaccuracy, or incomplete data in any Price, Order, Collection, Payout, or Transaction;
• 32.1.4. any wrongful interception of any Price, Order, Collection, Payout, or Transaction through the Fuze Platform or Communication Channels;
• 32.1.5. any Prices provided by Fuze;
• 32.1.6. any rejection or non-execution of an Order, Collection Instruction, or Payout Instruction;
• 32.1.7. any failure to perform any obligation under this Agreement or any delay in performance thereof;
• 32.1.8. your decisions or purchases of any third-party goods or services based on any Prices or any other information provided through the Services;
• 32.1.9. any delay in your receipt of any notification (including any Trade Confirmation) confirming that any Order has or has not been executed;
• 32.1.10. any unauthorised access to or use of the Services, your Account, the Partner Platform, or the Fuze Platform; or
• 32.1.11. any Transaction, Collection, or Payout performed by you while acting as an agent of a principal.

32.2. You acknowledge and agree that the use of the Services, the Fuze Platform, and the Communication Channels is entirely at your own risk, and you assume full responsibility and risk of any loss, damages, expenses, or costs resulting from or relating to such use.

32.3. Without limitation, Fuze does not accept any liability by reason of any delay or change in market conditions before or after any Transaction is executed.

32.4. The total aggregate liability of Fuze, the Service Providers, and the Related Persons in connection with the Services, whether based in contract, tort (including negligence or strict liability), or otherwise, shall not exceed the amount equivalent to the total Fees and Charges paid by you to Fuze in the three (3) months immediately preceding the event giving rise to your claim for damages.

32.5. Nothing in these Terms shall exclude or limit liability for fraud, wilful misconduct, or any liability that cannot be excluded or limited by Applicable Law.

33. Negative Balance Protection

33.1. Fuze provides negative balance protection for retail Customers, meaning you cannot lose more than the total funds deposited into your Account. This protection does not apply to: (a) professional or institutional Customers; (b) losses from changes in Virtual Asset values; or (c) fees and charges properly incurred under this Agreement.

34. Intellectual Property and API

34.1. Fuze retains all rights, title, and interest in and to the Fuze Platform, the Services, and all source code, object code, data, information, copyrights, trademarks, patents, inventions, and trade secrets embodied therein (collectively, "Fuze IP"), and all other rights not expressly granted to you under this Agreement. Nothing in this Agreement constitutes a waiver of any of Fuze's intellectual property rights.

34.2. You are granted a non-exclusive, non-transferable, revocable licence to access and use the Fuze Platform and Fuze IP solely for the purpose of receiving the Services in accordance with these Terms. Fuze does not sell you Fuze IP, nor do you have the right to sublicense it.

34.3. You may not: (i) claim or register ownership of Fuze IP; (ii) sublicense any rights granted by Fuze; (iii) import or export Fuze IP in violation of any country's export control laws; (iv) use Fuze IP in a manner that violates this Agreement or Applicable Law; (v) alter, modify, decompile, disassemble, or reverse engineer the Fuze Platform or the Services; or (vi) attempt to do any of the foregoing.

34.4. Any attempt to use, copy, or convey the Fuze Platform or the Services contrary to the terms of this Agreement or in competition with Fuze or in derogation of Fuze's proprietary rights will result in this Agreement being automatically terminated, and Fuze shall have all rights and remedies available under Applicable Law, including the right to immediate injunctive relief.

34.5. You may choose to, or Fuze may invite you to, submit feedback or suggestions for improving the Services ("Feedback"). Any Feedback will be considered voluntarily provided without any restrictions on Fuze's use of it. Fuze will own all rights, title, and interest in any Feedback you submit.

34.6. Fuze may provide an API that grants access to the Services. Fuze will periodically update the API and its associated documentation, potentially adding or removing functionality. In the event of significant changes, Fuze will provide you with notice. You are responsible for keeping your API keys secure and must not share or publish them with any unauthorised individuals.

35. Marketing and Use of Logos

35.1. Your name and standard logo may be included by Fuze on its client list and in marketing materials. You also agree that your name and logo may be included in communications with a third party in relation to the Services. Any other use of your name, logo, or information shall only occur with your prior written consent, not to be unreasonably withheld.

35.2. You may not use Fuze's logo, trademarks, or service marks anywhere on your website or otherwise without the prior express written approval of Fuze.

36. Data Protection

36.1. The Parties shall comply with their respective obligations under applicable data protection law. For details on how Fuze collects, processes, and uses your personal data, please refer to the Privacy Policy available at https://www.fuze.finance/privacy. Changes may be made to the Privacy Policy without notice and at the discretion of Fuze, where permitted or required by Applicable Law.

36.2. By accessing and using the Partner Platform to use the Services, you voluntarily and unequivocally grant explicit consent for Fuze to share your personal and non-personal data ("Data") with third parties as described in this Clause 36. This consent is granted on an ongoing basis unless revoked by you in accordance with Clause 36.8.

36.3. For the purposes of this Agreement, Data means both personal and non-personal data, including but not limited to: (a) name; (b) contact information; (c) date and place of birth; (d) financial information, including bank account details and bank statements; (e) usage and interaction data; (f) any other information that can be used to identify an individual; (g) any information collected by the Partner during your onboarding; (h) results of the Partner's Know-Your-Customer procedures; (i) any other personal and non-personal information necessary for Fuze to comply with your instructions and provide the Services; and (j) any updates to Data shared by you with the Partner.

36.4. Your Data will be shared with third parties for the following purposes: (a) to provide the Services; (b) to improve the Services, products, and customer experience; (c) to comply with legal obligations and regulatory requirements applicable to the Partner, Fuze, or any relevant third party; (d) to conduct market research, analysis, and surveys; and (e) to engage in marketing and promotional activities, including those of Fuze's partners and Affiliates.

36.5. The third parties with whom your Data may be shared include but are not limited to: (a) each Service Provider; (b) any Fuze Group entity; (c) service providers, vendors, and contractors of Fuze who support Fuze in the delivery of Services, including vendors providing third-party identity verification, marketing, and technology services; (d) the Banking Partner; and (e) government authorities, law enforcement agencies, or other regulatory bodies when required by law or when Fuze believes in good faith that disclosure is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of Applicable Law or this Agreement.

36.6. Where your personal data is transferred to a jurisdiction outside the jurisdiction of the relevant Service Provider, Fuze shall ensure that appropriate safeguards are in place in accordance with Applicable Law.

36.7. You are encouraged to review Fuze's Privacy Policy at https://www.fuze.finance/privacy to acquaint yourself with Fuze's data security practices.

36.8. You may revoke your consent for the sharing of Data under this Clause 36 at any time by providing written notice to support@tara.com and to the Data Protection Officer of Fuze at dpo@fuze.finance. You understand that revocation of consent may affect the Partner's and Fuze's ability to provide the Services.

37. Termination

37.1. This Agreement may be terminated, in whole or in part, immediately and at any time by Fuze without any liability or penalty, pursuant to a written Communication provided by Fuze to you. Fuze will not be obliged to give reasons for the termination.

37.2. If you choose to close your Account, this Agreement shall stand terminated.

37.3. Following termination, Fuze shall determine whether to complete any outstanding Transactions, Collections, or Payouts. You agree that you shall be responsible for the payment of any costs, fees, charges, expenses, levies, taxes, and duties incurred by Fuze in relation to any outstanding Orders, Transactions, Collections, or Payouts at the time of termination. Any outstanding fees, costs, and expenses incurred by Fuze at the time of termination or resulting from such termination shall become due and payable immediately upon termination.

37.4. At the sole discretion of Fuze, any pending Orders that have not been executed at the time of termination shall be cancelled without the need for any further notice to you.

37.5. The date of any refund to you by Fuze (if applicable) may differ from the date your Account is closed.

37.6. Following termination and depending on the reasons for termination, the Client's Virtual Assets, if permitted by Fuze's internal policies and Applicable Law, may be liquidated and the fiat proceeds, together with any remaining fiat funds, shall be credited to your IBAN Account or, where the IBAN Account has been closed, transferred to a verified External Bank Account in your name.

37.7. Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to termination.

38. Confidentiality

38.1. Any information of a confidential nature that you provide to Fuze (whether obtained in the course of providing the Services or otherwise) will be held in strict confidence by Fuze, and Fuze shall take all steps reasonably necessary to preserve the confidentiality thereof.

38.2. You agree to keep confidential, and not to disclose to any person or otherwise make use of, any information concerning this Agreement, including any agreed fee arrangements and commissions paid, unless the disclosure is required by Applicable Law or you have obtained Fuze's prior written consent.

39. Force Majeure

39.1. In this Agreement, "Force Majeure" means any cause preventing Fuze from performing any or all of its obligations which arises from or is attributable to acts, events, omissions, or accidents beyond the reasonable control of Fuze, including but not limited to breakdown, malfunction, or failure of transmission, act of God, war, terrorism, malicious damage, civil commotion, communication or computer facilities failures, industrial action, acts and regulations of any governmental or supranational bodies or authorities, pandemic, the failure of any relevant Banking Partner, intermediate broker, agent, or principal, or any change in Applicable Law or regulatory requirements.

39.2. Fuze shall have no obligation to perform any of its obligations under this Agreement on the occurrence of a Force Majeure event or while a Force Majeure event is continuing.

39.3. Fuze shall use all reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which this Agreement may be performed despite its continuance, and shall take all reasonable steps to resume performance as soon as is reasonably possible following the cessation of a Force Majeure event.

39.4. Fuze shall not be liable to you for any delayed, partial, or non-performance of Fuze's obligations by reason of Force Majeure.

40. Complaints

40.1. Client complaints in connection with the Services must be lodged immediately upon becoming aware of the matter giving rise to the complaint. In the first instance, complaints should be directed to the Partner at support@tara.com. For matters that cannot be resolved by the Partner, or for escalated matters relating to the Services, complaints may be directed to Fuze at support@fuze.finance.

40.2. Immediately upon receipt of your complaint, the Compliance Officer of the relevant Service Provider will be informed. Within seven (7) days of receipt, the relevant Service Provider will acknowledge receipt of the complaint. Fuze will endeavour to resolve the complaint within sixty (60) days. During the complaints process, Fuze will keep you informed of progress. You will be given the contact details for the individual handling the complaint.

40.3. If a complaint is delayed, you may forfeit any possible claims to damages. Where Fuze is required to provide statements, complaints about statements must be communicated in writing within one (1) month from the date of dispatch. Upon expiry of this period, the statements shall be deemed to have been approved.

40.4. If you are not satisfied with the resolution of your complaint, you may escalate the matter to the relevant Regulator in accordance with Applicable Law.

41. Governing Law and Jurisdiction

41.1. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Abu Dhabi Global Market, without giving effect to the principles of conflicts of law thereof.

41.2. Each Party hereby agrees that: (a) any and all disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Courts of the Abu Dhabi Global Market; and (b) such courts shall have the exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

41.3. Each Party hereby expressly waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement, and agrees that any such action shall be tried before a court and not before a jury.

41.4. Each Party irrevocably and unconditionally submits to the personal jurisdiction of the courts described in Clause 41.2 and waives any objection that such courts are inconvenient forums.

42. Miscellaneous

42.1. Relationship of the Parties. Nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognise a partnership, employment, joint venture, or formal business entity of any kind between you and Fuze. The rights and obligations of the Parties shall be limited to those expressly set forth herein.

42.2. Security of Communications. There is no guarantee that all means of communication between you and Fuze will be secure, virus-free, or successfully delivered. Fuze is not liable to you if, due to circumstances beyond its reasonable control, communications are intercepted, delayed, corrupted, not received, or received by someone else. If Fuze believes this has occurred, it will endeavour to contact you.

42.3. Amendments. Fuze may amend this Agreement at any time without prior notice to or consent from you. An updated version will be made available to you when you access the Fuze Platform or Services after an update has been made, and you acknowledge and agree that by continuing to access or use the Services after such amendment, you shall be deemed to have accepted the amendments. This Agreement may not otherwise be amended without the prior written consent of Fuze.

42.4. Waiver. No consent with respect to any action or omission by Fuze shall operate as a consent to, waiver of, or estoppel with respect to any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power preclude any other or further exercise thereof.

42.5. Assignment. This Agreement shall be binding on and inure to the benefit of the Parties and their respective Affiliates, successors, and permitted assigns. You shall not be entitled to assign or delegate your rights or obligations hereunder without the prior written consent of Fuze. Fuze shall be entitled to assign or delegate its rights and obligations to any entity within the Fuze Group without your consent and without notice to you.

42.6. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision is held to be prohibited by or invalid under Applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

42.7. No Third-Party Beneficiary. Except as expressly provided herein (including in respect of the Indemnified Parties under Clause 30), this Agreement is intended solely for your benefit and the benefit of Fuze and the Service Providers, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.

42.8. Change of Control. In the event that any Service Provider is acquired by or merged with a third-party entity, Fuze reserves the right to transfer or assign this Agreement and the information collected from you as part of such merger, acquisition, sale, or other change of control without prior written consent or notification to you.

42.9. Injunctive Relief. You agree that your obligations under this Agreement are necessary and reasonable to protect Fuze and its business. You expressly agree that due to the unique nature of the Services, monetary damages would be inadequate to compensate Fuze for any breach by you of your covenants and agreements, and that Fuze shall be entitled to obtain injunctive relief against any threatened breach or continuation of any such breach, without the necessity of proving actual damages.

42.10. Survival. All provisions of these Terms which by their nature extend beyond termination or expiration, including but not limited to clauses pertaining to suspension, investigations, remedies for breach, termination, debts owed, rights of set-off, indemnification, limitation of liability, confidentiality, intellectual property, data protection, and governing law, shall survive the termination or expiration of this Agreement.

42.11. Entire Agreement. This Agreement constitutes the entire agreement of the Parties and supersedes all prior representations, understandings, undertakings, or agreements (whether oral or written and whether express or implied) with respect to the subject matter hereof.

42.12. Further Assurance. Each Party shall, to the extent that it is reasonably able to do so and at the requesting Party's cost, execute all documents and do all acts and things reasonably required by the other Party to give effect to the terms of this Agreement.

42.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single instrument.

42.14. Language. The Parties acknowledge that this Agreement and all related documents are in English. Where an Arabic translation is provided, the English version shall prevail in the event of any conflict or inconsistency, save to the extent otherwise required by Applicable Law.

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