Terms of Use – Hashliquid Merchant Support

Effective Date: 27 June 2027

Version: 1.0

TERMS OF USE

These Terms of Use ("Terms" or "Agreement") constitute a legally binding contract between you ("User", "you," or "your") and Hashliquid (“Hashliquid”, "we," "us," or "our"), governing your access to and use of our peer-to-peer digital asset marketplace, including all related websites, mobile applications, APIs, and any other services provided thereunder (collectively, the "Platform" or "Services").

BY CLICKING "I ACCEPT," REGISTERING AN ACCOUNT, OR USING THE PLATFORM YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND IRREVOCABLY AGREE TO BE BOUND BY THESE TERMS, BY OUR PRIVACY POLICY, AND ANY OTHER POLICIES PUBLISHED ON THE PLATFORM, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.

If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform and close any account you may have registered.

1. DEFINITIONS

For the purposes of these Terms, the following terms shall have the meanings ascribed to them below:

• "Advertisement" means a public offer posted exclusively by a Merchant via Hashliquid Merchant Portal, specifying: the Digital Asset to be bought or sold in exchange for Fiat Currency; the price or pricing formula (fixed or floating); the accepted Fiat Currency and payment methods; the Order Limit; the Payment Window; and any additional trading conditions. All Advertisements on the Platform represent Fiat-to-Digital Asset or Digital Asset-to-Fiat exchange offers only.

• "Applicable Law" means all laws, regulations, regulatory guidelines, directives, and judicial or administrative orders, including but not limited to the laws of any jurisdiction from which a User accesses or uses the Platform.

• "Buyer" means the party who pays Fiat Currency and receives Digital Assets in a P2P transaction.

• "Digital Assets" means cryptocurrencies, tokens, stablecoins, and other blockchain-based or distributed-ledger-based assets supported on the Platform from time to time.

• "Dispute" means any disagreement between the Buyer and the Seller arising from or in connection with a P2P transaction on the Platform, regardless of which party is the Maker or the Taker in that transaction.

• "Escrow Mechanism" means the non-custodial smart-contract-based technical system used by the Platform to temporarily lock Digital Assets during a pending transaction, as further described in Section 4.

• "Fiat Currency" means government-issued currency that is not backed by a physical commodity, used as the means of payment between Buyer and Seller outside of the Platform.

• "Force Majeure Event" has the meaning ascribed to it in Section 14.1 of these Terms.

• "Hashliquid Marketplace" means the user-facing P2P marketplace, component of the Platform, through which registered Users may browse Merchant Advertisements, place Orders, execute P2P transactions, and access all standard user features. Retail Users may not post Advertisements.

• "Hashliquid Merchant Portal" means the Merchant-exclusive portal, component of the Platform, through which Merchants post and manage Advertisements, access liquidity management tools, monitor order flows, configure trading parameters, and access all Merchant-specific features. Access to Hashliquid Merchant Portal is restricted exclusively to Users formally designated as Merchants. Access to Hashliquid Merchant Portal is subject to these Terms and Annex 1.

• "Maker" means a User or Merchant who posts an Advertisement on the Platform to receive Orders, thereby setting the terms of a potential transaction. The Maker may act as Buyer or Seller depending on the transaction flow.

• "Merchant" means a User who has been formally designated by us as a professional liquidity provider and who is authorized to post Advertisements through the Hashliquid Merchant Portal. Merchants operate exclusively through Hashliquid Merchant Portal and are subject to both these Terms and Annex 1.

• "Merchant Deposit" means the security deposit that we may require a Merchant to maintain as a condition of Merchant designation, as described in Section 4 of Annex 1.

• "Merchant Standards" means the minimum performance, conduct, and operational requirements applicable to Merchants as published by us and described in Section 3 of Annex 1.

• "Order" means a transaction request placed by a Taker through the Platform in response to a Maker's Advertisement. An Order may be either: (i) a Buy Order, in which the Taker requests to purchase Digital Assets from the Maker; or (ii) a Sell Order, in which the Taker requests to sell Digital Assets to the Maker.

• "Order Limit" means the minimum and/or maximum transaction size per Order, as specified by the Maker in an Advertisement.

• "Payment Window" means the time limit within which the Buyer must complete the Fiat Currency transfer and the Seller must confirm receipt, as specified in the Advertisement

• "Platform Fee" means any fee charged for the use of the Services, as determined and published by us on the Platform from time to time.

• "Prohibited Activity" has the meaning ascribed to it in Section 8 of these Terms.

• "Retail User" means a User who has not been designated as a Merchant.

• "Seller" means the party who transfers Digital Assets to the counterparty in a P2P transaction.

• "Smart Contract" means a self-executing program deployed on a blockchain network that automatically enforces the terms of the Escrow Mechanism without requiring our intervention.

• "Taker" means a User or Merchant who browses Advertisements on the Platform and places an Order in response to a Maker's Advertisement. The Taker may act as Buyer or Seller depending on the transaction flow.

• "User"means any natural person or legal entity that has registered an account on the Platform or otherwise accesses the Services as a Retail User or Merchant.

2. NATURE OF SERVICES

We provide technological infrastructure enabling peer-to-peer digital asset trading through the Platform.

The Platform operates on a non-custodial basis. We do not hold, control, or access any User's Digital Assets or private keys at any time. Fiat Currency transfers occur directly between Users entirely outside the Platform. The technical architecture of the Escrow Mechanism is described in Section 4.3.

We act solely as a technological intermediary, providing the infrastructure and features necessary to facilitate peer-to-peer Digital Asset transactions between Users, as further described in Section 4 below.

We are not a party to any transaction between Users and do not guarantee the solvency, identity, or conduct of any of them.

3. ELIGIBILITY AND REGISTRATION

3.1 Age and Capacity

By using the Platform, you represent and warrant that you are at least eighteen (18) years of age (or the age of legal majority in your jurisdiction if higher), have full legal capacity to enter into these Terms, and are not acting under any legal incapacity or restriction that would prohibit you from doing so.

3.2 Jurisdictional Restrictions

Access to the Platform may be restricted or blocked, at our sole and absolute discretion, for any User who is a resident, national, or citizen of any jurisdiction subject to comprehensive international sanctions programs administered by the United States Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, or any equivalent body; who is located in, incorporated in, or otherwise connected to any jurisdiction that has enacted national legislation, central bank regulations, or equivalent governmental measures prohibiting or materially restricting the ownership, trading, or use of digital assets or cryptocurrency; who is connected to any jurisdiction currently designated by the Financial Action Task Force (FATF) as a high-risk or increased-monitoring jurisdiction; or who is identified as presenting an unacceptable risk of sanctions exposure, money laundering, terrorism financing, or regulatory non-compliance, regardless of their stated jurisdiction of residence.

We reserve the right to block, suspend, or terminate without prior notice and without incurring any liability the account of any User whose access is found to be inconsistent with the restrictions described above, at any point during the account lifecycle, including after registration or during a pending transaction.

Any attempt to circumvent these restrictions through the use of virtual private networks (VPNs), proxy servers, false identity documentation, nominee accounts, or any other means of masking one's true location or identity constitutes a material breach of these Terms and a Prohibited Activity under Section 8, and may result in immediate account termination and reporting to relevant authorities.

It is the User's sole responsibility to determine whether their use of the Platform is permitted under the laws of their jurisdiction. We do not represent that the Platform is appropriate or available for use in any particular location. By accessing the Platform, you represent and warrant that your doing so is lawful in your jurisdiction.

3.3 Identity Verification (KYC)

Access to the Platform is conditional upon successful completion of our identity verification process (“KYC”) in accordance with applicable anti-money laundering and counter-terrorism financing requirements. No User may place Orders, post Advertisements, or otherwise transact on the Platform prior to completing KYC to our satisfaction.

We reserve the right to determine the scope, timing, and requirements of KYC at our sole discretion, including the application of enhanced due diligence measures for Users who exceed certain transaction thresholds or present higher risk profiles. We may request additional verification from time to time during the account lifecycle, including in connection with specific transactions.

Users are required to provide accurate, complete, and current information during KYC and to promptly notify us of any material change to such information. Providing false, incomplete, or outdated information constitutes a material breach of these Terms.

We may refuse, suspend, or terminate access to any User who fails to complete KYC, fails to provide requested information within the timeframe we specify, provides false or incomplete information, or no longer meets our verification standards. KYC completion does not guarantee continued access to the Platform.

3.4 Authentication Methods

The Platform may offer authentication via third-party Single Sign-On (“SSO”) or OAuth-based services (“Third-Party Identity Providers”) and via blockchain wallet-based authentication (“Wallet Authentication”), provided through third-party infrastructure. By using a Third-Party Identity Provider, you authorize us to access and store certain profile information (such as your name and email address) solely for account creation and authentication purposes. Connecting a wallet to your Platform account does not transfer custody, control, or ownership of any Digital Assets held in that wallet; Wallet Authentication is a login mechanism only, and we have no ability to access, move, or interact with the assets in your wallet. If your Third-Party Identity Provider account is suspended, terminated, or otherwise inaccessible, access to the Platform through that method may be permanently lost. You may disconnect any authentication method at any time through your account settings, provided that at least one active authentication method remains configured.

All authentication methods offered on the Platform may be provided through third-party infrastructure or identity providers. Where authentication is provided by a third party, Users may be subject to such provider's terms of service and privacy policy in addition to these Terms, and we bear no responsibility for the terms, privacy practices, availability, or conduct of any third-party provider. You are strongly encouraged to configure more than one active authentication method as a backup. Each authentication method linked to your account must remain under your exclusive control; sharing credentials, private keys, or SSO access with any third party is strictly prohibited and may result in immediate suspension or termination of your account. Your Platform account is personal and non-transferable, and you are solely responsible for all actions taken through any authentication method linked to your account, whether or not authorized by you. We bear no liability for losses arising from unauthorized access, compromised credentials, unsupported configurations, or the unavailability of any third-party authentication service.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must use a strong, unique password, never share your credentials with any third party, and immediately notify us if you suspect unauthorized access. Allowing any third party to access or use the Platform through your account is strictly prohibited.

We will not be liable for any loss arising from unauthorized access resulting from your failure to comply with these security obligations.

3.5 Single Account Policy and Account Integrity

Each User is permitted to maintain only one (1) account on the Platform. The creation of multiple accounts for the same individual or entity, the use of another person's identity or credentials, or any other attempt to maintain a Platform presence under a false or duplicated identity is strictly prohibited and shall constitute a material breach of these Terms.

4. PLATFORM OPERATION AND TRANSACTION MECHANICS

4.1 Supported Transaction Types

The Platform supports exclusively Fiat Currency-to-Digital Asset ("Fiat-to-Crypto") and Digital Asset-to-Fiat Currency ("Crypto-to-Fiat") transactions. In all supported transaction types, one side of the exchange is always a Fiat Currency transferred directly between the parties outside the Platform, and the other side is always a Digital Asset locked and released via the Platform's Escrow Mechanism on-chain.

The following transaction types are expressly not supported and are prohibited on the Platform: (i) crypto-to-crypto transactions; (ii) stablecoin-to-stablecoin transactions; and (iii) any other transaction structure that does not conform to the Fiat and Digital Asset model described in this Section. Any attempt to use the Platform for unsupported transaction types constitutes a misuse of the Platform and a breach of these Terms. We bear no liability for losses arising from transactions structured outside the supported model, and such transactions will not be eligible for the dispute resolution process described in Section 4.7.

4.2 Overview of the P2P Trading Process

Transactions on the Platform follow a Maker-posts, Taker-executes model. The Maker publishes an Advertisement setting the trading terms; the Taker places an Order in response. Upon Order placement, the Seller's Digital Assets are locked via the Escrow Mechanism pending Fiat Currency payment by the Buyer outside the Platform. Upon confirmed receipt, the Seller releases the Digital Assets, completing the transaction. The specific obligations of each party are set out in Sections 4.3 through 4.7.

4.3 Non-Custodial Nature of the Escrow Mechanism

The Escrow Mechanism is operated by a Smart Contract deployed on a public blockchain. We have no ability to redirect, freeze (except as provided in Section 4.7), or release the escrowed Digital Assets outside of the agreed transactional conditions. By initiating a transaction, each User acknowledges and accepts the technical and legal characteristics of Smart Contract-based escrow, including the irreversibility of on-chain transactions.

4.4 Payment Methods

Fiat Currency transfers occur directly between Users outside the Platform using the payment methods specified in the Advertisement. We do not process or intermediate such transfers, and the listing of a payment method on the Platform does not constitute our endorsement, recommendation, or verification of that method. We are not liable for errors, delays, freezes, reversals, or failures arising from third-party payment processors or financial institutions.

Each User posting an Advertisement must specify one or more accepted payment methods. The Buyer must use one of those methods and ensure that the payment account owner name matches exactly the name on their verified Platform account; use of third-party payment accounts is strictly prohibited without our prior written authorization. The Buyer bears any transfer fees charged by third-party payment service providers unless the Seller expressly agrees otherwise..

4.5 Seller Obligations and Risk of Premature Release

The Seller bears sole responsibility for verifying receipt of Fiat Currency before releasing Digital Assets. We strongly caution against releasing Digital Assets before receiving confirmed, irrevocable payment; against releasing based solely on screenshots, pending notifications, unconfirmed bank credits, or any communication outside the verified payment account; and against releasing in response to pressure from the counterparty through any channel, including the in-platform chat.

Once the Seller confirms release, the transaction is final and irreversible. We are not liable for any loss caused by premature release of Digital Assets.

4.6 Buyer Obligations and Payment Window

The Buyer in any transaction, whether acting as Maker or Taker, must complete the Fiat Currency transfer and confirm payment within the Payment Window specified in the Advertisement. Failure to do so may result in automatic Order cancellation and may negatively impact the Buyer's completion rate. Repeated failures may result in Platform restrictions.

4.7 Appeal Process

Users are strongly encouraged to resolve disputes directly with their counterparty through the Platform's in-built chat system. We recommend that parties exchange evidence of the disputed transaction (screenshots, bank statements, transfer receipts) and attempt to reach an amicable resolution.

If direct resolution fails, either party may file a formal Dispute through the Platform's dispute center within the timeframes specified on the Platform. If direct resolution fails, either party may initiate a formal Dispute through the Platform's dispute center within the timeframes specified on the Platform. The initiating party must follow the dispute submission process then made available on the Platform, provide a description of the issue together with all supporting evidence, and cooperate fully with our dispute resolution team throughout the review process.

We are not an arbitrator or a party to User transactions. Our dispute resolution team acts solely as a neutral mediator providing a good-faith service to assist Users in resolving Disputes. Our decision in a Dispute is final for Platform purposes, but does not constitute a legally binding arbitration award and does not affect the parties' rights to pursue legal remedies.

Our dispute team will review all submitted evidence and may request additional documentation. The team will aim to issue a preliminary decision within seventy-two (72) hours of receipt of all relevant evidence, although complex cases may take longer. Both parties must respond to requests for information within forty-eight (48) hours.

Upon filing of a Dispute, the Digital Assets held in escrow will remain secured by the Smart Contract until the Dispute is resolved.

We may, upon conclusion of a Dispute review, direct release of escrowed Digital Assets to either the Buyer or the Seller based on the evidence reviewed. We will not, under any circumstances, compensate a User for losses resulting from a Dispute unless directly attributable to our negligence, recover Fiat Currency paid outside the Platform, or reverse completed on-chain transactions.

5. PLATFORM FEES AND PRICING

We charge Platform Fees for the use of our Services. Applicable fees are displayed to Users at the time of each transaction and may be updated at any time. Continued use of the Platform following a fee update constitutes acceptance of the revised fees.

Users are solely responsible for determining, collecting, reporting, and remitting any taxes applicable to their use of the Platform and to their gains from Digital Asset transactions, in accordance with the laws of their respective jurisdictions. We do not provide tax advice.

6. REPRESENTATIONS AND WARRANTIES

By using the Platform, each User represents and warrants, on a continuing basis, that: (i) they have full legal capacity to enter into and be bound by these Terms; (ii) they have obtained all necessary authorizations to conduct Digital Asset transactions through the Platform; (iii) all information provided to us at any time is true, accurate, complete, and not misleading; (iv) they are acting solely on their own behalf and are the true beneficial owner of any Digital Assets traded on the Platform; (v) they are not a sanctioned individual or entity and are not acting on behalf of any sanctioned person, as determined by reference to the sanctions lists of OFAC, the United Nations Security Council, the European Union, or any equivalent body; (vi) all Digital Assets transacted through the Platform are derived from lawful sources and do not represent proceeds of criminal activity; (vii) their use of the Platform complies with all Applicable Laws of their jurisdiction, including laws relating to foreign exchange, capital controls, and Digital Asset regulation; and (viii) the execution of these Terms does not violate any Applicable Law, court order, or contractual obligation binding upon them.

These representations are deemed repeated and reaffirmed each time the User accesses the Platform, initiates a transaction, or posts an Advertisement. Any misrepresentation constitutes a material breach of these Terms entitling us to immediate account termination, forfeiture of any pending transactions, and referral to competent authorities, without prejudice to any other remedy available to us.

7. ACCEPTABLE USE OF THE PLATFORM

Users may access and use the Platform solely for lawful purposes and in accordance with these Terms. By using the Platform, you agree to provide accurate and complete information in all communications on the Platform; to complete transactions you have initiated in good faith and in accordance with the applicable Advertisement terms; to use only payment accounts registered in your own name and matching your verified Platform identity; to communicate with counterparties exclusively through the Platform’s in-built messaging system; to promptly respond to inquiries from our compliance, support, or dispute resolution teams; to refrain from attempting to access the Hashliquid Merchant Portal without Merchant designation; and to comply with all Applicable Laws relating to your use of the Platform.

8. PROHIBITED ACTIVITIES

The following activities ("Prohibited Activities") are strictly forbidden on the Platform. Engagement in any Prohibited Activity may result in immediate account suspension, termination, asset forfeiture, and/or reporting to law enforcement authorities.

8.1 Fraud and Financial Crime

Prohibited financial conduct includes posting false, misleading, or deceptive Advertisements; initiating chargebacks, payment reversals, or any attempt to recover Fiat Currency after Digital Assets have been released; using stolen, fraudulently obtained, or unauthorized third-party payment accounts; engaging in money laundering, terrorist financing, or any transaction designed to conceal the proceeds of criminal activity; structuring transactions to evade reporting thresholds (smurfing); and facilitating or engaging in tax evasion through Platform transactions.

8.2 Platform Abuse

Prohibited platform abuse includes creating multiple accounts or impersonating another person or entity; manipulating the reputation or rating system through fake transactions or collusion; attempting to circumvent the Escrow Mechanism or exploit Smart Contract vulnerabilities; using automated bots, scrapers, or scripts to interact with the Platform without our prior written consent; reverse-engineering, decompiling, or attempting to extract the Platform's source code; and interfering with, disrupting, or overloading Platform infrastructure.

8.3 Illegal Content and Transactions

Users are prohibited from trading Digital Assets that represent proceeds of crime or are subject to legal forfeiture orders; trading assets associated with ransomware, hacking, darknet markets, or other illegal activities; posting Advertisements for or conducting transactions involving prohibited goods or services; and violating any sanctions regime applicable to either party in a transaction.

8.4 Harassment and Misconduct

Users are prohibited from harassing, threatening, defaming, or abusing any User, Hashliquid employee, or third party; from attempting to coerce a counterparty into releasing Digital Assets or cancelling a dispute; and from sharing another User's personal information without consent.

9. RISK DISCLOSURES

DIGITAL ASSET TRADING INVOLVES SUBSTANTIAL RISK OF LOSS. BY USING THE PLATFORM, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS.

Digital Assets are highly volatile and their value may change dramatically and unexpectedly. The Escrow Mechanism relies on Smart Contracts deployed on public blockchain networks which may contain bugs, logic errors, or exploitable vulnerabilities that could result in partial or total loss of escrowed Digital Assets; we do not guarantee the absence of such vulnerabilities and shall not be liable for resulting losses. Once deployed, Smart Contract code cannot be altered, and Digital Assets locked in escrow are not insured by any governmental or private scheme. Blockchain networks may also experience congestion, reorganizations, or node failures beyond our control.

In the event of a hard fork, chain split, airdrop, or similar network event affecting a Digital Asset locked in escrow, we make no representation as to the treatment or availability of any resulting assets and are under no obligation to support, credit, or distribute them. Fiat Currency transfers occur outside the Platform and may be subject to reversal, freezing, or delay by payment service providers; we are not responsible for such actions and are not a party to your payment arrangements. The regulatory treatment of Digital Assets is evolving and changes in law may affect the legality of your use of the Platform. If you lose access to your account credentials or wallet, you may permanently lose access to your Digital Assets, as we cannot recover private keys or reverse on-chain transactions.

BY USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE INDEPENDENTLY EVALUATED THESE RISKS AND ARE FINANCIALLY AND TECHNICALLY CAPABLE OF BEARING THE FULL LOSS OF ANY DIGITAL ASSETS TRADED THROUGH THE PLATFORM.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1 Disclaimer of Warranties and No Service Level Guarantee

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY. WE DO NOT WARRANT THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED; OR (iv) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.

WE MAKE NO COMMITMENT REGARDING MINIMUM UPTIME, RESPONSE TIME, OR AVAILABILITY OF ANY SPECIFIC FEATURE OR FUNCTIONALITY. THE PLATFORM MAY BE SUBJECT TO SCHEDULED OR UNSCHEDULED MAINTENANCE, UPDATES, SUSPENSION, OR DISCONTINUATION AT ANY TIME. WE SHALL NOT BE LIABLE FOR ANY TRADING LOSSES, MISSED OPPORTUNITIES, OR OTHER DAMAGES RESULTING FROM PLATFORM UNAVAILABILITY, REGARDLESS OF DURATION OR CAUSE.

We expressly reserve the right, at any time and without prior notice or liability, to: (i) modify, suspend, or discontinue any feature, functionality, or aspect of the Platform; (ii) impose limits on certain features or restrict access to parts of the Platform; (iii) discontinue the Platform or any of the Services in their entirety. Users shall have no claim against us for any modification, suspension, or discontinuation of the Services.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR: (i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, DIGITAL ASSETS, OR BUSINESS OPPORTUNITY; (ii) LOSSES ARISING FROM USER TRANSACTIONS, INCLUDING FRAUDULENT COUNTERPARTIES, PREMATURE RELEASE OF ESCROWED DIGITAL ASSETS, OR FIAT CURRENCY PAYMENT REVERSALS; (iii) LOSSES RESULTING FROM UNAUTHORIZED ACCOUNT ACCESS DUE TO THE USER'S FAILURE TO MAINTAIN ACCOUNT SECURITY; (iv) LOSSES RESULTING FROM SMART CONTRACT BUGS, BLOCKCHAIN CONGESTION, NETWORK FAILURES, OR PROTOCOL CHANGES; (v) LOSSES RESULTING FROM FORCE MAJEURE EVENTS; OR (vi) LOSSES RESULTING FROM REGULATORY CHANGES AFFECTING THE LEGALITY OR VALUE OF DIGITAL ASSETS IN YOUR JURISDICTION.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO ANY USER, FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, EXCEED THE TOTAL PLATFORM FEES PAID BY THAT USER TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR USD 500 (FIVE HUNDRED UNITED STATES DOLLARS), WHICHEVER IS LOWER.

10.3 User Indemnification

You agree to defend, indemnify, and hold harmless: on a full indemnity basis: us and our officers, directors, shareholders, employees, agents, affiliates, successors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, liabilities, damages, judgments, awards, losses, costs, penalties, fines, regulatory sanctions, and expenses (including reasonable legal fees and the costs of any investigation or regulatory proceeding) arising out of or relating to: (i) your breach of any representation, warranty, or obligation under these Terms, including without limitation the representations set forth in Section 6; (ii) any false, misleading, or inaccurate information provided by you to us or to any other User at any time; (iii) your use or misuse of the Platform, including any transaction conducted through your account whether or not authorized by you; (iv) any violation of Applicable Law committed by you in connection with your use of the Platform; (v) any claim by a regulatory authority, law enforcement agency, or third party arising from your use of the Platform or from your trading activity; (vi) your infringement of any intellectual property right or other right of any person or entity; or (vii) any illegal activity conducted by you or facilitated through your account, including but not limited to money laundering, sanctions evasion, or fraud.

11. DATA PROTECTION AND PRIVACY

The collection, use, storage, and processing of Personal Data in connection with your use of the Platform is governed exclusively by our Privacy Policy, which is incorporated into these Terms by reference and is available at https://hashliquid.zendesk.com/hc/en-us/articles/5457106041886-Privacy-Notice. By using the Platform, you acknowledge that you have read and understood the Privacy Policy and consent to the data practices described therein.

We may disclose User information, including transaction details and identity information, to law enforcement agencies, regulatory authorities, or courts of competent jurisdiction upon lawful request; to competent financial intelligence units, as required by Applicable Law; to our compliance service providers and legal advisors under appropriate confidentiality obligations; and to the counterparty in a transaction (limited to name and payment information) as necessary to complete that transaction.

12. INTELLECTUAL PROPERTY

All intellectual property rights in the Platform, including its design, source code, trademarks, trade names, logos, user interface elements, databases, and any Platform-generated content, are our exclusive property or that of our licensors. These Terms do not grant you any right, title, or interest in our intellectual property.

Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purposes of trading Digital Assets as described herein. This license does not permit you to: (i) sublicense the Platform to third parties; (ii) copy, modify, or distribute any portion of the Platform; (iii) use the Platform for any commercial purpose not expressly permitted by us; or (iv) use our trademarks without our prior written consent.

13. ACCOUNT SUSPENSION AND TERMINATION

13.1 Voluntary Closure

You may close your account at any time by contacting our customer support team. Account closure does not affect any transaction or obligation arising prior to closure. You may not close an account while a Dispute is pending or while escrowed funds are locked.

13.2 Company-Initiated Suspension or Termination

We may, at our sole discretion and without prior notice, suspend or permanently terminate your account if you breach any provision of these Terms; engage in or are suspected of engaging in any Prohibited Activity; fail to complete or maintain KYC requirements pursuant to Section 3.3, or provide false information; become subject to legal proceedings, sanctions, or regulatory action that may expose us to risk; if continuation of your account would, in our reasonable judgment, violate Applicable Law; if your conduct negatively impacts other Users or the Platform's reputation; or for any other reason we deem sufficient in its sole and absolute discretion, with or without cause.

13.3 Effects of Termination

Upon account termination, your license to use the Platform is immediately revoked. We will retain your Personal Data and transaction records in accordance with Applicable Law. Our liability limitation, data protection, intellectual property, and dispute resolution provisions shall survive termination.

14. MISCELLANEOUS PROVISIONS

14.1 Force Majeure

We shall not be in breach of these Terms and shall not be liable to Users for any failure or delay in performance caused by a “Force Majeure Event,” defined as any circumstance beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions or regulations, blockchain network disruptions, widespread internet or telecommunications failures, or cyberattacks on the Platform’s infrastructure. In the event of a Force Majeure Event, we will make commercially reasonable efforts to resume normal operations as soon as practicable and will communicate the situation to Users via the Platform.

14.2 Amendments

We reserve the right to modify these Terms at any time in our sole discretion. Any modifications shall become effective immediately upon posting on the Platform, unless otherwise stated. We may, but are not obligated to, notify Users of such modifications, except where required by Applicable Law. Continued use of the Platform constitutes acceptance of the revised Terms.

14.3 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama. Any dispute arising out of or in connection with these Terms shall be finally resolved by binding arbitration under the ICC Arbitration Rules, administered by the ICC International Court of Arbitration. The seat of arbitration shall be Panama City, Republic of Panama. The language shall be English

14.4 Entire Agreement

These Terms, together with the Privacy Policy, Fee Schedule, and any other policies published on the Platform, constitute the entire agreement between you and us with respect to the use of the Platform and supersede all prior agreements, understandings, and representations.

14.5 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent of the original provision.

14.6 No Waiver

Our failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of our right to enforce such provision in the future.

14.7 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any affiliate, successor entity, or in connection with a merger or acquisition, without notice to you.

14.8 Relationship of Parties

Nothing in these Terms creates or implies any agency, partnership, joint venture, fiduciary, or employment relationship between you and us. You and we are independent parties.

14.9 Electronic Communications

We may communicate with you electronically via email or Platform notifications, which you agree constitute valid written notice. It is your responsibility to maintain an active and accessible email address on your account.

14.10 No Financial Advice

Nothing on the Platform or in these Terms constitutes financial, investment, securities, tax, or legal advice. We are not a registered investment adviser, broker-dealer, or tax adviser in any jurisdiction. Prices and market data displayed on the Platform are for reference only and may not reflect real-time conditions. You should seek independent professional advice before engaging in Digital Asset transactions.

14.11 Language

These Terms are prepared in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

ANNEX 1
MERCHANT SPECIFIC TERMS AND CONDITIONS

1. NATURE, SCOPE, AND RELATIONSHIP TO THE GENERAL TERMS

This Annex 1 sets out the specific terms and conditions applicable exclusively to Users who have been designated as Merchants by us and who access the Platform through the Hashliquid Merchant Portal. These provisions supplement, and are to be read together with, the Terms. In the event of any conflict or inconsistency between the Terms and Annex 1 with respect to a Merchant, Annex 1 shall prevail to the extent of the inconsistency.

2. ELIGIBILITY, APPLICATION, AND DESIGNATION

2.1 Eligibility Criteria

Merchant designation is available at our sole and absolute discretion. We may establish, modify, or withdraw eligibility criteria at any time and without notice.

2.2 Application Process and No Entitlement

Eligible Users may apply for Merchant designation through the process published on the Platform from time to time. Upon approval, the Merchant will be granted access to Hashliquid Merchant Portal in addition to Hashliquid. Submission of an application does not create any right, legitimate expectation, or entitlement to Merchant designation or to Hashliquid Merchant Portal access. We may approve, reject, or defer any application without providing reasons. Applicants whose applications are rejected may reapply after such waiting period as we may specify.

2.3 Merchant Tiers

We may, at our sole discretion, establish different tiers of Merchant designation, each with its own privileges, obligations, and performance requirements. Tier assignments are made at our discretion and may be modified at any time. We are not required to provide advance notice of tier changes.

3. MERCHANT OBLIGATIONS AND PERFORMANCE STANDARDS

3.1 General Professional Conduct

Merchants must operate on the Platform in a professional, diligent, and commercially responsible manner at all times. As primary liquidity providers, Merchants owe an elevated duty of conduct toward other Users, whose trading experience depends materially on the quality and reliability of Merchant Advertisements. Merchants must not engage in conduct that is manipulative, deceptive, or harmful to the integrity of the Platform's marketplace. Merchants must not selectively accept or reject Orders on the basis of the counterparty's identity, nationality, or payment method where not expressly permitted as a filter condition in their Advertisement.

3.2 Advertisement Accuracy and Maintenance

Merchants must ensure that all Advertisements posted through Hashliquid Merchant Portal are accurate, complete, and kept current at all times. Merchants must promptly remove or update any Advertisement that no longer reflects their actual trading capacity, pricing, or terms. Posting Advertisements that a Merchant does not intend or is unable to fulfill, whether due to insufficient liquidity, changed market conditions, or any other reason, is a serious breach of these Terms and may result in immediate suspension of Hashliquid Merchant Portal access and Merchant designation.

3.3 Minimum Performance Standards

Merchants are required to maintain the Merchant Standards published by us on the Platform, which may include minimum thresholds for: order completion rate; average response time to Orders placed against their Advertisements; dispute rate; and Advertisement availability. We reserve the right to modify Merchant Standards at any time with reasonable notice. Failure to maintain Merchant Standards consistently may result in tier demotion, suspension, or revocation of Merchant designation without compensation.

3.4 Liquidity Obligations

A Merchant must maintain sufficient Digital Asset balances to fulfill all active Advertisements at all times. Posting Advertisements in excess of available liquidity constitutes a material breach of these Terms. We may, at our sole discretion, require Merchants to demonstrate available liquidity upon request and may suspend Advertisements where we have reasonable grounds to believe a Merchant lacks sufficient assets to fulfill them.

3.6 Compliance with Applicable Law

Merchants are subject to all compliance and legal obligations set forth in Section 6 of the General Terms, which apply with full force to their commercial activities. Merchants operating at scale or on a commercial basis are strongly encouraged to seek independent legal counsel in their jurisdiction.

4. MERCHANT DEPOSIT

We may, at our sole discretion, require a Merchant to maintain a security deposit (“Merchant Deposit”) as a condition of obtaining or retaining Merchant designation. The amount, form, and maintenance requirements shall be specified on the Platform and may be modified by us from time to time. The Merchant Deposit serves as security for the Merchant’s compliance with all obligations under the General Terms and this Annex 1, and does not earn interest unless we expressly agree otherwise in writing. We may, without prior notice, freeze, apply, or deduct all or any portion of the Merchant Deposit against any losses, fees, fines, or regulatory costs arising from the Merchant’s breach of these Terms or Applicable Law. If the deposit falls below the required minimum, the Merchant must restore it within five (5) business days of notification; failure to do so may result in immediate suspension or revocation of Merchant designation.

Upon termination or revocation of Merchant designation, we will return any remaining Merchant Deposit balance within thirty (30) business days of the later of: (i) the effective date of termination or revocation; and (ii) final resolution of all pending disputes, claims, and compliance reviews involving the Merchant.

5. MERCHANT SPECIFIC REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties set forth in Section 6 of the General Terms, each Merchant further represents and warrants, on a continuing basis, that: (i) the Merchant has the legal right and, where required by Applicable Law, the regulatory authorization or license to engage in Digital Asset exchange or trading services on a commercial basis in their jurisdiction; (ii) the Merchant is not prohibited by any Applicable Law, court order, or regulatory directive from acting as a liquidity provider or from operating a commercial Digital Asset trading business; and (iii) the Merchant will promptly notify us in writing if any of the foregoing representations ceases to be accurate.

6. SUSPENSION AND REVOCATION

We may suspend or permanently revoke a Merchant’s designation, at our sole discretion and without prior notice, in any of the following circumstances: (i) failure to maintain Merchant Standards over any rolling thirty (30) day period; (ii) material breach of any provision of the General Terms or this Annex 1; (iii) failure to maintain or restore the Merchant Deposit as required; (iv) engagement in or suspicion of Prohibited Activity as defined in Section 8 of the General Terms; (v) any regulatory investigation, sanction, or enforcement action involving the Merchant; (vi) conduct that we reasonably determine poses a risk to the Platform, its Users, or our compliance standing; or (vii) any other circumstance that, in our reasonable judgment, makes continuation of the Merchant designation inappropriate.

Following suspension, the Merchant’s access to the Hashliquid Merchant Portal will be immediately revoked and all active Advertisements deactivated; no new Orders may be placed against them. The Merchant’s access to Hashliquid as a regular User may, at our discretion, remain active during suspension. Pending Orders that have already been matched and for which escrow has been activated will proceed to completion or dispute resolution in accordance with the General Terms. The Merchant’s obligations under the General Terms and this Annex 1 continue in full during any suspension period.

In the event of permanent revocation, the Merchant’s access to the Hashliquid Merchant Portal will be permanently terminated. The Merchant may, at our discretion, retain access to Hashliquid as a regular User. The Merchant will lose all Merchant-specific privileges, including any preferential fee rates, elevated Order Limits, and enhanced Platform visibility. Revocation does not extinguish any outstanding obligation or liability arising during the period of Merchant designation, and our rights with respect to the Merchant Deposit are unaffected.

We shall not be liable to any Merchant for any loss of business, loss of opportunity, loss of revenue, or any other direct or indirect loss arising from the suspension or revocation of Merchant designation, whether or not we provide reasons for such action. Merchants accept this risk as a fundamental condition of Merchant designation.chants by us and who access the Platform through the Hashliquid Merchant Portal. These provisions supplement, and are to be read together with, the Terms. In the event of any conflict or inconsistency between the Terms and Annex 1 with respect to a Merchant, Annex 1 shall prevail to the extent of the inconsistency.