Terms and Conditions

Please read these terms and conditions carefully before using our Service, or accessing EigenPhi’s website at https://eigenphi.io/ and any associated websites, APP and API (collectively the “Site”) provided by Evo Formula Pte. Ltd., a company duly and legally incorporated in the Republic of Singapore ( “EigenPhi”, “Company”, “us”, “we”, or “our”) . Any queries about these terms and conditions may be submitted to contact@eigenphi.com.

Your access to and use of the Site is conditional on and subject to your acceptance of and compliance with these terms and conditions and other terms and conditions made available to you through our Site from time to time (collectively the “Terms”). These Terms apply to all visitors, users and others who access or use the Site.

By accessing or using our Site, you agree to be bound by the Terms and all applicable laws.

EigenPhi reminds you to carefully read and fully understand the Terms, especially with respect to the provisions that exclude or limit the liability of EigenPhi and exclude or restrict your rights and interests. Unless you accept all the Terms, you will not be entitled to access and use the Services provided by us and our Site. If you do not agree to the Terms or refuse to recognize our rights to make amendments to the Terms from time to time, you shall promptly stop using and cease to access our Site.

Terms that relate to specific services can be found in the section titled “Service-Specific Terms” found within Annex 1.

Access and use of Service

Subject to the Terms and unless otherwise specified, EigenPhi provides data processing, analysis and display services in relation to cryptocurrency, token, virtual currency and/or blockchain related transactions (“Services”) to you free of charge. Upon acceptance of the Terms you are granted a non-exclusive right to access and use the free Service, as it is provided to you from time to time.

Subject to other provisions in the Terms, EigenPhi will continuously develop the Service with new features and functionalities. However, EigenPhi reserves the right to remove or alter any existing functions or Content of the Site without any notice to you. Additionally, EigenPhi may, from time to time and without prior notice, suspend any of our Services to accommodate, among other things, protocol upgrades, our system upgrades and maintenance.

You acknowledge that:

- The information contained on our Site, or provided to you through the Site, or Service provided to you by EigenPhi, any employee, agent or affiliate of EigenPhi does not constitute investment, tax, financial or other professional advice and that you will not treat any of the Service Content or Site information as such ;

- EigenPhi does not recommend any financial product;

- EigenPhi does not recommend that any financial product should be bought, sold or held by you; and

- the information which may be provided to you via the Services may not be suitable for you and you should not make any decisions and, in particular, any investment decisions, without consulting your professional advisors.

You may use our Services only to the extent that all applicable laws permit. We have no obligation or capacity to, and therefore do not, verify whether you are eligible to use our Services and we will not be responsible or liable for such use of our Service.

We shall not be responsible for any loss arising from any investment, transaction or action undertaken by you based on any perceived recommendation, forecast or any other information contained on this Site or available via the Services (as the case may be).

Restrictions of Use

You agree to use the Site and Services solely for your own non-commercial

purposes.

You agree and warrant that you will not use the Service or any Content made available through our Site:

- for any unlawful or illegal, fraudulent, defamatory, harassing, abusive, obscene,

discriminatory, or any other inappropriate or objectionable purposes (as determined by us) that infringe upon or encumber our or another party's intellectual property rights;

- to circumvent any laws or regulations;

- to infringe or encumber the rights of any other party;

- to copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, edit post, frame, link, or in any way exploit any part of the Service or Content made available through the Site, unless you have obtained prior written consent from EigenPhi or it has otherwise been agreed between you and EigenPhi in a written agreement;

- for any non-personal or commercial purpose;

- for any purposes other than for the non-commercial purpose of viewing, reading and retaining for reference;

- to transmit or upload any viruses, malware or malicious code;

- to spam, phish or defraud other actual or potential other users of the Service;

- to use or attempt to use any "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automated device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Service and/or any data or Content found on or accessed through the Service;

- for any purpose that is not consistent with the Terms;

- for any purpose that is not appropriate or reasonable, as determined by EigenPhi in its sole discretion; or

-to solicit or authorize any third parties to do any of the above.

The Service is not intended for the use by children under the age of 18 years old and no such person is authorized to use the Site and/or receive the Services provided by EigenPhi. By accessing or using the Services, you represent and warrant that:

- you are at least 18 years old and are fully eligible to use our Service in accordance with the laws of your jurisdiction and under the laws of any jurisdictions to which you may be subject;

-you have full legal capacity to enter into legally binding agreements; and

- you have not previously been suspended or removed from using our Services or any part thereof.

You may use the Service at any time strictly in compliance with all applicable laws, rules and regulations.

You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper operation or provision of the Service. You shall not by any means violate the security of the Site and/or the Service or attempt to gain unauthorized access to the Site, the Service and/or parts of the Site or Service.

Intellectual Property, Licenses and Permissible Use

All data, images, materials and content contained on the Site and/or provided via the Service are the sole and exclusive intellectual property of EigenPhi or its licensors (as the case may be). This includes, but is not limited to information, graphics, text, data, images, music, software, audio, video, works of authorship of any kind, source code, the selection, arrangement and presentation of all materials that are posted, generated, provided, or otherwise made available through the Service and the overall design of the Service and the Site (collectively, the “Content”).

You acknowledge that the Service is protected by intellectual property laws of Singapore and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary right notices incorporated in or accompanying the Service or Content.

Reference on our Site to any companies, products, services, branding, offers or other information, by trade name, trademark or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us or the respective trademark owner.

Subject to your compliance with the Terms, EigenPhi grants to you a limited, non-exclusive, non-transferable and revocable license, with no right to sublicense, to access and view the Content solely in connection with the approved purposes

as set out herein and as permitted by EigenPhi from time to time. Unless otherwise approved by us, you may not use the Content for any non-personal or commercial purposes. Any other use of the Service or Content is expressly prohibited. You acknowledge that subject to the rights granted to you in the Terms with respect to the Content, all other rights, titles, and interests in the Service and Content are exclusively the property of EigenPhi and its licensors.

We will use reasonable efforts to verify the accuracy of any Content, but we make no representations about the accuracy, quality, timeliness, truthfulness or completeness of the Content, express or implied, statutory or otherwise, including any information on any third-party sites even if links to such sites are provided through the Service. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including if we, at our sole discretion, consider any Content to be objectionable, incorrect or inappropriate. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on any Content.

You agree that you will promptly notify EigenPhi if the you become aware of any infringement of any intellectual property rights in the Content and will fully co-operate with EigenPhi in any legal action taken by EigenPhi to enforce EigenPhi’s intellectual property rights.

Disclaimer

NEITHER THIS SITE NOR ANY PART OF THE SERVICE PROVIDES ANY FINANCIAL, TAX, INVESTMENT ADVICE OR OTHER PROFESSIONAL ADVICE OF ANY KIND. ALL DATA AND INFORMATION MADE AVAILABLE THROUGH THE SITE OR DURING THE COURSE OF THE SERVICE IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED FOR TRADING OR INVESTMENT PURPOSES. WHILE EIGENPHI USES COMMERCIALLY REASONABLE EFFORTS TO PERIODICALLY UPDATE THE INFORMATION PROVIDED ON THE SITE AND THE SERVICE, EIGENPHI MAKES NO GUARANTEE OR WARRANTIES THAT THE INFORMATION PROVIDED IS ACCURATE, COMPLETE, OR UP-TO-DATE.

USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. NO INVESTMENT DECISION SHALL BE MADE BASED ON ANY INFORMATION, DATA OR CONTENT CONTAINED ON THE SITE OR THROUGH THE SERVICE AND YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN INVESTMENT

DECISIONS. EIGENPHI IS NEITHER LIABLE NOR RESPONSIBLE FOR ANY INJURY, LOSSES OR DAMAGES HOWSOEVER ARISING FROM, OR RELATING TO, OR IN CONNECTION WITH ANY INVESTMENT DECISION

TAKEN OR MADE BY YOU BASED ON ANY PERCEIVED RECOMMENDATION,

FORECAST AND/OR ANY CONTENT OR INFORMATION EIGENPHI

PROVIDES OR OBTAINED BY YOU DURING THE COURSE OF THE SERVICE. NOTHING CONTAINED IN THE SERVICE SHALL CONSTITUTE ANY TYPE OF

FINANCIAL, TAX, INVESTMENT OR ANY OTHER KINDS OF PROFESSIONAL

ADVICE OR RECOMMENDATIONS (I.E., RECOMMENDATIONS AS TO

WHETHER OR NOT TO "BUY", "SELL", "HOLD", OTHERWISE TRADE, OR TO

ENTER OR NOT TO ENTER INTO ANY OTHER TRANSACTION INVOLVING

ANY CRYPTOCURRENCIES). ALL INFORMATION PROVIDED BY EIGENPHI

IS IMPERSONAL AND NOT TAILORED TO YOUR NEEDS, REQUEST OR REQUIREMENTS. EIGENPHI DOES NOT EXPRESS ANY OPINION ON THE FUTURE OR EXPECTED VALUE OF ANY CRYPTOCURRENCIES AND EIGENPHI DOES NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST OR OTHERWISE ADVISE ON AN INVESTMENT STRATEGY OF ANY KIND. BY USING THE WEBSITE AND SERVICE YOU ACKNOWLEDGE THESE DISCLAIMERS.

THE INFORMATION PROVIDED RELATES TO A DYNAMIC, HIGH RISK TYPE OF CRYPTOCURRENCY AND IS SUBJECT TO PERMANENT CHANGE. CRYPTOCURRENCY IS NEITHER SUBJECT TO A CENTRALIZED REGULATION BODY NOR IS BACKED BY ANY CORRESPONDING VALUE SUCH AS, COMPANY SHARES, RAW MATERIALS, GOLD AND ANY OTHER TYPE OF TANGIBLE ASSETS. ACCORDINGLY, ANY INVESTMENTS RELATING TO CRYPTOCURRENCY IS HIGH RISK, WHICH MAY RESULT IN TOTAL LOSS OF ITS VALUE AND IS SOLELY SUBJECT TO THE DYNAMICS OF THE MARKET AND THE LEVEL OF DEMAND AND SUPPLY. ITS VALUE IS VULNERABLE TO STRONG AND IN SOME CASES EXTREME FLUCTUATIONS AND MIGHT EVEN INVOLVE ARBITRARY CHANGES THAT ARE NOT FORESEEABLE. UNDER THESE CIRCUMSTANCES A STRONG LEVEL OF DISCRETION, ATTENTION AND DILIGENCE IS ADVISED WHEN DEALING WITH CRYPTOCURRENCY. BY USING THE SITE AND SERVICES YOU ACKNOWLEDGE THE AFOREMENTIONED HIGH RISK.

YOU ACKNOWLEDGE AND ACCEPT THAT EIGENPHI IS NOT LICENSED OR

REGULATED UNDER THE LAWS OR REGULATIONS OF ANY JURISDICTION

(INCLUDING THAT OF THE REPUBLIC OF SINGAPORE). YOU REPRESENT

AND WARRANT THAT YOUR USE OF THE SITE OR SERVICE DOES NOT VIOLATE ANY LAW OF YOUR RELEVANT PLACE OF DOMICILE AND

JURISDICTION, AND NO FURTHER CONSENT OR APPROVAL FROM ANY GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH SUCH USE OF THE SITE OR SERVICE, AND EVEN IF THERE ARE ADDITIONAL REQUIREMENTS OR RESTRICTIONS RELATED TO SUCH USE OF THE SITE OR SERVICE, YOU AGREE TO COMPLY WITH, AND SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH, ANY SUCH LAWS OR REGULATIONS. YOU REPRESENT AND WARRANT THAT YOUR USE OF THE SITE OR SERVICE DOES NOT IMPLICATE OR OTHERWISE GIVE RISE TO ANY LEGAL OR REGULATORY OBLIGATIONS ON OUR PART IN RESPECT OF THE LAWS OF YOUR RELEVANT PLACE OF DOMICILE AND JURISDICTION.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Termination

We may, in our sole discretion, terminate or suspend your access to the Site and/or Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Suspension may be permanent or for such period as we deem appropriate.

Upon termination:

- your right to use the Site and Service will cease immediately and you shall immediately cease all use of the Site and Service; and

- all licences granted to you under these Terms shall immediately terminate.

No termination shall release you from any liability which at any time of such termination has already accrued to us or which may accrue thereafter in respect of any act, omission or breach prior to such termination.

Limitation of Liability and

Indemnity

To the maximum extent permitted by the applicable law, and unless otherwise specified, in no event shall the Company or its past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “EigenPhi Parties”) be liable to you for any damages, losses, costs, expenses, liabilities of any kind (including without limitation, special damages, consequential damages, economic losses, loss of data or privacy) suffered by you arising from or in connection with (i) any access, use and/or reliance on the Services or the Content therein; (ii) any failure, breakdown, communication failure and/or non-availability in relation to the Site and Services or any part thereof ; or (iii) the conduct of any person who accesses or uses the Site or receives the Services.

To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless EigenPhi and the EigenPhi Parties from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:

a) your use or misuse of the Service under the Terms;

b) the performance or non-performance of your responsibilities or obligations under the Terms;

c) your breach of any of the terms and conditions set out in the Terms;

d) your breach of any applicable laws;

e) your alleged or actual breach of any rights of any other person or entity;

f) your alleged or actual violation or breach of our copyright, trade secrets, patents, trademarks, service marks or any other proprietary right under law; or

g) any damage you may cause to our Site and Service to any other person or entity.

EigenPhi reserves the right to exercise sole control over the defence, at your sole costs and expenses, of any claim subject to an indemnification set out in this clause and you shall not in any event defend any claim without our prior written consent. The indemnity set out in this clause is in addition to, and not in lieu of, any other remedies that may be available to EigenPhi under applicable laws.

“As Is” Disclaimers

The Service is provided to you on an "AS IS" and "AS AVAILABLE" basis and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of EigenPhi Parties and its and their respective licensors and service providers, expressly disclaims all warranties and indemnities, whether express or implied, statutory or otherwise, with respect to the Site and the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise in the course of dealing, in the course of performance, usage or trade practice. Without limiting the foregoing, the Company provides no warranty, indemnity or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or suitable for, or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, the Company does not make any representation or warranty of any kind, express or implied : (i) as to the operation or availability of the Service, or the Content, or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any Content provided through the Service; or (iv) that the Service, its servers, the Content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. In such case, the exclusions and limitations set forth in this section shall be applied to the greatest extent permitted and enforceable under applicable laws.

Governing Law

The Terms shall be governed and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

Disputes Resolution

If you have any concern or dispute about the Service, you agree to first use your best endeavors to resolve the dispute in good faith by contacting us at contact@eigenphi.com. If we cannot resolve the concern or dispute by discussing in good faith, the below dispute resolution procedure shall apply.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore, administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The governing law of this arbitration clause shall be Singapore law.

Severability and Waiver

If any provision of the Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable laws and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under the Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

The Terms and some Content on our Site or made available through the Service may be available in multiple languages. In case of any conflict or contradictions between different language versions, you agree that the English version shall prevail.

Changes of the Terms

We reserve the right, at our sole discretion, to modify or replace the Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you will be deemed to have agreed to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Site and the Service.

Force Majeure

Neither EigenPhi nor any EigenPhi Parties shall be liable or responsible to you, or be deemed to have breached the Terms, for any failure or delay in fulfilling or performing its obligations under the Terms, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control.

Entire Agreement

The Terms (including any information incorporated by reference herein) constitute the entire agreement between you and us for the Service provided by EigenPhi. The Terms published on the date you view it on the Site supersedes all prior versions.

Contact Us

If you have any questions about the Terms, you can contact us:

By email: contact@eigenphi.com

By visiting or accessing our website: https://eigenphi.io/

Annex 1: Service-specific Terms

Data API Subscription

1. Applicability

1.1. This section titled “Data API Subscription” (“Section”) shall apply to you if you subscribe to use our API (as defined below) that gives you access to our data and data analysis platform in the DeFi Industry.

1.2. By subscribing to use our API through the Site, you agree that you have read, understood and accept all the terms and conditions contained in the main body of these Terms and this Section (together, the “Agreement”), and agree that you will be bound by this Agreement.

1.3. In the case of conflict or ambiguity between any provision contained in the Agreement (only in respect of the API, API Key, API Documentation and API Data), the controlling document shall be this Section (and its Schedules), then the main body of the Terms.

2. Interpretation

2.1. Definitions

“API Call” each call from an Application via the API to interact with the Supplier Product.

“API Data” all data published or made available through the API, along with any related metadata.

“API Documentation” means the API documentation made available to Customer by Supplier from time to time, including, without limitation, through our Site or otherwise.

“API Key” the security key the Supplier makes available for Customer to access the API.

“API Limits” the restrictions set out in Part 3 of Schedule 1.

“API” the EigenAPI application programming interface described in the Specification, the API Documentation, and made available to Customer by Supplier including, without limitation, through our Site and as each may be updated from time to time.

“Application” any applications developed by, or on behalf of, the Customer to interact with the API.

“Authorised Users” any users authorised by the Supplier in writing to access the API on behalf of the Customer via the API Key.

“Business Hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in Singapore.

“Customer” shall mean you, where you are a subscriber of our API.

“Derived Data” data created by the Customer or an End User, now or in future, which has benefited from, derived from, relied on or made any use of, the API or API Data (including, without limitation, where the Customer or End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or API Data).

“End Users” the Authorised Users, together with any other individuals (such as the Customer's employees, contractors, or agents) whom the Customer enables, allows or otherwise facilitates to use or access the

API.

“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Maintenance Release” means a release of the API that corrects faults, adds functionality or otherwise amends or upgrades the API.

“Release Purpose” means those purposes for which the API and API Data can be used, as set out in Part 1 of Schedule 1.

“Specification” means the document detailing the specification of the API which can be found at

https://eigenphi-1.gitbook.io/eigenapi-user-guide/api-document/transac tion-data, as updated from time to time and made available to you via the Site, or other data repositories from time to time.

“Subscription Fees” the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in Part 2 of Schedule

“Subscription Period” means the period beginning on the Subscription Start Date and ending on the date that the subscription is terminated by either the Supplier or the Customer.

“Subscription Start Date” the date on which you subscribe for the API.

“Supplier Product” means the Supplier's software described at https://eigenphi-1.gitbook.io/eigenapi-user-guide/introduction/introducti

on.

“Supplier” shall mean us, where you are a subscriber of our API.

“User Subscriptions” the user subscriptions purchased by the Customer pursuant to clause 10.1 which entitle Authorised Users to access and use the API in accordance with this Agreement.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly.

3. Licence

3.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 10.1 of this Section, the Supplier grants to the Customer a non-exclusive licence during the Subscription Period only:

3.1.1. for the Authorised Users to use and access the API solely for

the purposes of :

(a) to the extent necessary, internally developing the

Applications that will communicate and interoperate with the Supplier Product for the Release Purpose;

(b) making API Calls in compliance with the API Limits;

and

3.1.2. to display the API Data received from the API, together with

any Derived Data, within the Application for the Release

Purpose.

3.2. The Customer's sole means of accessing the API shall be via the API

Key.

3.3. In relation to the scope of use set out in clause 3.1 the Customer may

not:

3.3.1. make API Calls in excess of the API Limits;

3.3.2. remove any proprietary notices from the API or API Data; 3.3.3. use the API or API Data in any manner or for any purpose that

infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;

3.3.4. design or permit the Applications to disable, override, or

otherwise interfere with any Supplier-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

3.3.5. use the API, including in any of the Applications, to replicate or

attempt to replace the user experience of the Supplier Product;

3.3.6. attempt to cloak or conceal the Customer's identity or the

identity of the Applications when requesting authorisation to use the API or making an API Call;

3.3.7. except to the extent expressly permitted under this clause 3,

the Customer shall not (and shall ensure each End User does not) :

(a) combine or integrate the API or API Data with any

software, technology, services, or materials not approved in advance by Supplier;

(b) pass or allow access to the API or API Data to any

third party;

(c) access all or any part of any the API or API Data to build a product and/or service which competes with the API or the goods or services provided by the Supplier (or any part of it) ; or

(d) commercially exploit, sell, license or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API or via an API Call.

3.4. Except as expressly stated, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the Supplier Product, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof) or to tamper with the API Data.

3.5. The Supplier may, if specified in the Specification, and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Business Hours.

4. Customer Responsibilities

4.1. API Key. The Customer must obtain an API Key through the registration process available at

https://docs.google.com/forms/d/e/1FAIpQLSctOW0d0ipkb4M6BShyW mZdDBsjE31ZVpAWehaNPyclrBEaRw/viewform to use and access the API. The Customer may not share the API Key with any third party; must keep the API Key and all log-in information secret and secure, and must use the API Key as the Customer's sole means of accessing the API. The API Key may be replaced at any time by the Supplier on notice to the Customer.

4.2. The Customer shall:

4.2.1. ensure that the number of End Users does not exceed the

number of Authorised Users specified by the Supplier from time to time;

4.2.2. without affecting its other obligations under this Agreement,

comply with all applicable laws and regulations with respect to its activities under this Agreement;

4.2.3. carry out all of its responsibilities set out in this Agreement in a

timely and efficient manner;

4.2.4. keep a complete and accurate record of :

(a) its End Users;

(b) its development of the Application;

(d) its other obligations under this Agreement,

and produce such records to the Supplier on request from time to time; and

4.2.5. notify the Supplier as soon as it becomes aware of or

reasonably suspects any unauthorised use of the API, API Data and Derived Data by any person, and shall fully cooperate with the supplier in any legal action taken by the Supplier to enforce the Supplier’s Intellectual Property Rights.

4.3. The Customer is responsible and liable for all use of, and access to, the API, API Data, and Derived Data, directly or indirectly, whether such use or access is by an Authorised User, an End User or otherwise permitted by or in breach of this Agreement, including use with any Application or third-party software.

4.4. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of End Users in connection with the Application and their use of the API, API Data, and Derived Data. Any act or omission by an End User that would constitute a breach of this Agreement if taken by the Customer will be deemed a breach of this Agreement by the Customer.

4.5. The Customer shall take reasonable efforts to make all End Users aware of this Agreement's provisions as applicable to such End Users and shall cause End Users to comply with such provisions.

4.6. The Customer shall monitor the use of the API via the Application for any activity that breaches applicable laws, rules, and regulations or any

terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications.

5. API Disclaimers

5.1. The Customer acknowledges and agrees that the Supplier has the right to update, change, deprecate or phase out (wholly or partially) services, functionalities, technological parameters and features of the API, API Data, Derived Data or the Specification from time to time (including for example, where the API or its services, functionalities or features reach their end-of-life). Prior to making changes, the Supplier may, but shall not be obliged to, notify the Customer of such changes.

5.2. The Supplier shall not be responsible for any adverse effects suffered by the Customer which are caused by use of the API that is contrary to this Agreement, the Supplier's instructions, or modification or alteration of the API by any party other than the Supplier or the Supplier's authorised contractors or agents.

5.3. In addition to the “Disclaimer” and ““As is” Disclaimer” , “Limitation of

Liability and Indemnity” sections in these Terms, the Supplier:

5.3.1. does not warrant that:

(a) the Customer's use of the API will be uninterrupted or

error-free;

(b) the API and/or the API Data obtained by the Customer

through the API will meet the Customer's requirements or be fit for any purpose; or

5.3.2. is not responsible for any delays, delivery failures, or any other

loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3.3. may receive the data that it processes (and that may form part

of the API Data or Derived Data) directly or indirectly from third party sources, and it does not make any representations or warranties about the accuracy, quality or fitness for purpose of any data used by the Supplier’s Product and/or accessible through the API and the API Data. Therefore, the EigenPhi Parties shall not be liable to the Customer for any damages, losses, costs, expenses, liabilities of any kind (including without limitation, special damages, consequential damages, economic losses, loss of data or privacy) suffered by the Customer arising from or in connection with the Customer’s reliance on the data processed by the Supplier’s Product, and/or accessed via the API, or the API Data.

5.4. This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6. Maintenance Releases

Where the Supplier makes Maintenance Releases available, and the Customer is required to make any change to the Application that is required for integration as a result of such Maintenance Release, the Customer shall make such changes at the Customer's sole cost and expense as soon as reasonably practicable after receipt.

7. Audit

7.1. The Supplier, or its representative, may physically or remotely monitor and audit the Customer's use of the API, API Data and Derived Data to ensure the Customer is complying with the terms of this Agreement, provided any physical audit shall take place on reasonable advance notice and at reasonable times.

7.2. If the audit referred to in clause 7.1 reveals that the API or API Data has been used or accessed other than in accordance with this Agreement, then, without prejudice to the Supplier's other rights, the

Customer shall promptly disable such access and use and the Supplier shall be entitled to revoke any existing passwords, or not issue any new passwords, to any End User so implicated in the unauthorised use

or access.

7.3. The Customer shall keep complete and accurate records to demonstrate its compliance with the terms of this Agreement, and the fulfilment of its obligations under it, including those matters set out at clause 3.3 and shall make such records available for inspection by the Supplier, or the Supplier's representative, as part of the audit referred to in clause 7.1.

8. Limitation of Liability

8.1. Except as expressly and specifically provided in this Agreement:

8.1.1. the Customer assumes the sole responsibility for results

obtained from the use of the API and the API Data by the Customer, and for conclusions drawn from such use. The EigenPhi Parties shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the API, or any actions taken by the Supplier at the Customer's direction; and

8. 1.2. all warranties, representations, conditions and all other terms

of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

8. 1.3. the API and the API Data are provided to the Customer on an

"as is" basis.

8.2. To the extent permitted by applicable laws, the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with the Customer’s subscription to access and use the API and API Data, shall in no circumstances exceed a sum equal to the total Subscription Fees paid during the one (1) month preceding the date on which the claim arose.

9. Intellectual Property Rights

9.1. The Customer acknowledges that all Intellectual Property Rights in the Supplier’s Product, API and API Data belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the same other than the right to use it in accordance with the terms of this Agreement.

9.2. All rights, title and interest in any Derived Data shall vest in the Supplier on creation. The Customer hereby assigns to the Supplier all right, title and interest in and to the Derived Data including:

9.2.1. the entire copyright and all other rights in the nature of

9.2.2. any database right subsisting in the Derived Data; and

9.2.3. all other rights in the Derived Data of whatever nature,

including Intellectual Property Rights, whether now known or created in the future, to which the Customer is now, or at any time after the date of this Agreement may be, entitled by virtue of the applicable laws;

in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief.

10. Subscription Fees

10.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 10 and Part 2 of Schedule 1.

10.2. Unless otherwise stated, Subscription Fees are generally charged in advance of the applicable period of subscription. Nonetheless, if the Supplier has not received payment within fourteen (14) days after the due date, and without prejudice to any other rights and remedies of the Supplier the Supplier may, without liability to the Customer, disable the

Customer's password, account and access to all or part of the API and the Supplier shall be under no obligation to provide the API or any ancillary Services to the Customer while the invoice(s) concerned remain unpaid.

10.3. All amounts and fees stated or referred to in this Agreement:

10.3.1. shall be payable in the currency (whether fiat currency or cryptocurrency) specified ;

10.3.2. are, unless otherwise provided by law, non-cancellable and non-refundable; and

10.3.3. are, unless otherwise specified, exclusive of any applicable tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

10.4. When the Customer subscribes to access and use the API on a periodic subscription basis (e.g., monthly, every 3 months or annually), the Customer agrees that it is authorizing recurring payments, and payments will be made to the Supplier by the method and at the recurring intervals the Customer has agreed to, until the subscription for the API is terminated by the Customer or the Supplier. The Customer must cancel the subscription at least ten (10) days before the next billing date to stop being charged to access and use the API.

10.5. The Supplier shall be entitled to increase the Subscription Fees at any time, upon thirty (30) days' prior notice to the Customer and Part 2 of Schedule 1 shall be deemed to have been amended accordingly.

11. Term and termination of Subscription Period

11.1. The terms in this Section shall become effective as between the Customer and the Supplier on the Subscription Start Date and form a part of the Agreement.

11.2. Any termination of this Agreement will also terminate the Subscription

Period.

11.3. Without affecting any other right or remedy available to it, the Supplier may suspend or terminate the Subscription Period with immediate effect by giving written notice to the Customer if the Customer:

11.3.1. fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14] days after being notified in writing to make such payment;

11.3.2. the Customer commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so.

11.4. On termination of the Subscription Period for any reason:

11.4.1. all licences granted to the Customer under this Section shall immediately terminate and the Customer shall immediately cease all use of the API, API Data, Derived Data and/or the API Documentation;

11.4.2. the Customer shall promptly return and make no further use of any API Documentation and other items (and all copies of them) belonging to the Supplier; and

11.4.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the end of the Subscription Period under this Section, including the right to claim damages in respect of any breach of the Agreement which existed at or before the end of the Subscription Period shall not be affected or prejudiced.

11.5. For the avoidance of doubt, where the Customer ceases to subscribe for the API, but continues to use the free Services provided by the Supplier on the Site, the terms in the main body of the Terms shall continue to apply.

Part 1 : Release Purpose

The API and the API Data shall be used for the Customer’s own internal business purposes, but not for the purposes of monitoring the API’s availability, performance, functionality, or any other benchmarking or competitive purposes in relation to building a similar or competitive product to the API or the Supplier’s Product (“Release Purpose”).

Part 2: Subscription Fees

$999 USD per month.

Part 3: API Limits

The API Limits can be accessed at https://eigenphi-1.gitbook.io/eigenapi-user-guide/api-document/transaction-data.