Acceptance of Terms of Use

The Done.com website, its derivative or related pages and its mobile site or mobile application (together, the “Site”) are owned and operated by Done.com Inc. (“Done.com”, “us”, “we” or other similar terms).  By using the Site and the services available to you through the Site (the “Services”), you agree to be bound by all terms and conditions contained in these Terms of Use (the “TOU”) with respect to your use of the Site and the Services.

Please read the TOU carefully before accessing the site.

If you do not agree with the terms and conditions of the TOU at any time, please do not access the Site and discontinue your use of the Services.

We reserve the right to update or revise the TOU at our discretion and without notice. You are responsible for checking the TOU periodically for changes. If you continue to use the Site following the posting of any changes to the TOU, you agree to be bound by these changes.

The material that appears on the Site is for informational purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time. We are not responsible, nor do we make any warranty or endorsement regarding any third party products or services listed on this website.

1.  Interpretation & Definitions

1.1.      Unless otherwise specified in these GeneralTerms and Conditions,

(i) words importing the singular include the plural and vice versa and words importing genderinclude all genders;

(ii) the words “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followedby the words “without limitation”;

(iii)  the words “hereof”, “herein” and similar words shall be construedas references to this Agreement as a whole and not just to the particular articleor sub-article which the reference appears;

(iv) a reference to a specific time of day shallbe the local time in Toronto,Canada (EST);

(v) with respect to any particular action to be taken or decision tobe made, the use of the words “(a person) shall” or “(a person) will” shall be construed as an undertaking of such person using its influenceand power so as to cause such action or decision beperformed or made.

1.2.      The headings in these General Terms and Conditions are for ease ofreference only and are not to be taken intoaccount in the construction or interpretation of anyprovision or provisions to which they refer.

1.3.      Definitions:

1.1.1. “Affiliates” means, in respect of either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holdingcompany.

1.1.2.  “Associate” means Done.com Inc. and its Affiliates, as well as Done.com Inc. and its Affiliates’ agents, shareholders, officers,directors, partners, attorneysand employees.

1.1.3.  “AML-CFT Laws” means anti-moneylaundering and counter-terrorist financing Laws, includingall Laws applicable to the Parties prohibiting money launderingor any acts or attempted acts to conceal ordisguise the identity or origin of; change the form of; or move, transfer, ortransport, illicit proceeds, property, funds, or Digital Assets,including the promotion of any unlawful activity such as fraud, tax evasion,embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation,terrorism, or economicsanctions violations, which may also require internal controls to detect, prevent,report, and maintain records of suspected money laundering or terrorist financing, such as the series of Canadian directives adopted in relation to AML-CFT, as implemented under Canadian Law.

1.1.4.  “Counterparty” the party of this Agreementasset forth in the SpecialTerms and Conditions.

1.1.5.  “Conflicts of Interests Policy” sets out the mannerin which Done.com Inc. identifies and addresses Conflict of Interests.

1.1.6.  “Confidential Information” has the meaningset forth in clause 9.1.

1.1.7.  “Contract Effective Date” shall mean the date agreed by the Partiesas the date on whichthe Agreement takes effect between them, the Contract Effective Date isspecified within the Special Terms and Conditions signed by the Parties.

1.1.8.  “Decentralized Exchange” or “DEX” includes, without limitation,any third-party or proprietary smart- contract allowingthe decentralized tradingof Digital Assets.

1.1.9.  “Designated Digital Assets” means the Digital Assets designated in the Special Terms and Conditions, whether for the purposesof providing the Custody Servicesor the Market Making Services.

1.1.10.“Designated Digital Asset Pairs” means the DigitalAsset pairs designated in the SpecialTerms and Conditions.

1.1.11.“Designated Exchange” means any digital asset exchange designatedby the Parties in the Special Terms andConditions, whether for order executionservices or for market makingservices.

1.1.12.“Digital Asset” means a digitalrepresentation of value or rights that can be used as a medium of exchange orfor investment purposes, and that may be recorded, stored, or transferred on adistributed ledger or blockchain (including evidence of, title to, and allrights in respect of such digital assets). For the avoidance of doubt, “DigitalAssets” do not include securities, derivatives, or monetary instruments asdefined under applicable Canadian securities legislation, the Proceeds ofCrime (Money Laundering) and Terrorist Financing Act (PCMLTFA), or the Bankof Canada Act.

1.1.13.“Digital Asset Wallet” means a software program or hardware thatallows to hold, store and transfer Digital Assets or interact with one or more blockchain networks and/or generate, store and manage sets of privatekeys and public keys configure transactions and monitor their balance.

1.1.14.“Disclosing Party” has the meaningset out in clause 9.1.

1.1.15.“Fork” means a change in the existing source code or the creation of new or additional source code for a blockchain.

1.1.16.“Insolvency Policy” sets out the rules applicable to creditors of ailing companiesin case of insolvency.

1.1.17.“Intellectual Property” has the meaningset out in clause 8.

1.1.18.“Force Majeure Event” means any delay or failure to perform due tofire, strike, flood, power outage, acts of the government or government officials, market movements, shifts,or volatility, includingflash crashes, computer, server or Internet malfunctions, securitybreaches or cyberattacks, criminal acts, acts or omissions of third parties,Digital Asset Forks, any other delay, default, failure or interruption, includingevents related to the an Exchangeor any third party, which cannot reasonably be foreseen or providedagainst.

1.1.19.“Laws” means all laws, regulations, rules, treaties, and/or official obligations or requirements enacted,promulgated, issued, ratifiedor enforced in Canada.

1.1.20.“Losses” means losses,liabilities, claims, demands,fines, penalties, taxes,levies or dutiesarising from the performance of the Services or otherwise in connection with this Agreement, under any circumstances,whether direct, indirect, general, special, punitive or consequential damages,and whether in contract, tort (including negligence), strict liabilityor otherwise, including the loss or theft of Digital Assets, loss of goodwillor business profits, work stoppage, data loss, computer failure or malfunction,or any and all other commercial losses.

1.1.21.“Malicious Software” means any harmful,malicious or surreptitious computer program with apurpose to or having effect of (i) causingunplanned interruption or providing unauthorized use or altering, destroying,inflicting damage or inhibiting the use of a website, software or computersystems; or (ii) blocking access to, or preventing the use or accessibility of a website or computer systems. Malicious Softwareincludes viruses, bots, worms, malware, trojans, system monitors/keyloggers, dialers, adware, and adwarecookies lockup, time bomb, key lock device program, or disabling code.

1.1.22.“Notice” means any legal noticerelated to this Agreement providedby one of the Partiesto the other Party by email.

1.1.23.“Payment Terms” meansthe period of time that payment is due after receipt of the accurateinvoice. This periodis defined in clause 5.1 of the Special Terms and Conditions.

1.1.24.“Person” includes an individual, association, partnership, corporation, company, other body corporate,trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).

1.1.25.“Personal Information” means any information relatingto an identified or identifiable natural person.

1.1.26.“Privacy Policy” sets out the basis on whichPersonal Information (as defined below)is collected and processed by Done.com Inc.

1.1.27.“Prohibited Person” has the meaningset forth in clause 2.2 of theseGeneral Terms andConditions.

1.1.28.“Receiving Party” has the meaningset out in clause 9.1 of these General Terms and Conditions.

1.1.29.“Risk Disclosure Statement” which sets out the risks associated with the Services.

1.1.30.“Sanctions Regulations” means any laws, regulations,orders, or other measures relating to economic sanctions, trade restrictions,or asset freezes enacted, adopted, administered, imposed, or enforced by:

1.1.31.The United Nations Security Council, asimplemented under Canada’s United Nations Act;

1.1.31.1.     the Government of Canada under the Special Economic Measures Act(SEMA);

1.1.31.2.     the Government of Canada under the Justice for Victims of CorruptForeign Officials Act (Sergei Magnitsky Law);

1.1.31.3.     the Government of Canada under the Freezing Assets of Corrupt ForeignOfficials Act;

1.1.31.4.     Global Affairs Canada, including the Consolidated Canadian AutonomousSanctions List; and

1.1.31.5.     for cross-border applicability, any equivalent measures administered bythe U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).

1.1.32.   “Service Launching Date” means thedate on which Done.com Inc. begins providing theservices to the Counterpartyunder this Agreement and determines the commencement of the duration of theservice terms, the contract terms and the Renewal Date. It may or may not coincide with the Contract Effective Date ofthis Agreement, depending on different requirements.

1.1.33.   “Sub-Custodian” means a third-party serviceprovider appointed by Done.com Inc. to carry out the Custody Services as described in theclause 3.4 of these General Terms and Conditions and its website.

2.  Eligibility

2.1.      Any Person that is not a Prohibited Person, as defined below,including by representing or acting on behalf of a Prohibited Person, has the right to use the Services.

2.2.      “ProhibitedPersons” includes:

2.2.1.    Persons residing in a prohibited jurisdiction such as Afghanistan,Angola, Belarus, Burundi, Cambodia, Central African Republic, Chad, TheDemocratic Republic of the Congo, Equatorial Guinea, Eritrea, Guinea-Bissau,Haiti, Islamic Republic Of Iran, Iraq, People's Democratic Republic Lao,Lebanon, Libyan Arab Jamahiriya, Myanmar, Nigeria, North Korea, Papua NewGuinea, Russian Federation, Somalia, Sudan, Syrian Arab Republic, Tajikistan,Turkmenistan, Venezuela, Western Sahara, Yemen, Zimbabwe and all jurisdictions subject to economic sanctions, including,financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any applicable Laws or SanctionsRegulations;

2.2.2.    Persons listedon, or subject to, asset freeze or sanctions lists, including those maintainedor implemented by:

2.2.2.1.  The UnitedNations Security Council, as implemented under Canada’s United Nations Act;

2.2.2.2.  The Governmentof Canada under the Special Economic Measures Act (SEMA);

2.2.2.3.  The Governmentof Canada under the Justice for Victims of Corrupt Foreign Officials Act(Sergei Magnitsky Law);

2.2.2.4.  The Governmentof Canada under the Freezing Assets of Corrupt Foreign Officials Act;

2.2.2.5.  Global AffairsCanada’s Consolidated Canadian Autonomous Sanctions List;

2.2.2.6.  Any equivalentmeasures administered by foreign authorities, including the United StatesOffice of Foreign Assets Control (OFAC), the European Union, or otherrecognized international bodies;

aswell as any individual or entity associated with such persons.

2.2.3.    Persons who do not satisfy the requirements of Done.com Inc.’s onboarding process, including the Counterparty identification requirements. Done.com Inc. reserves the right to refuse to onboard any Person for any or no reason, at its sole discretion;

2.2.4.    Persons in breach of these General Termsand Conditions, includingPersons using any Services:

2.2.4.1.  In order to disguise the origin or nature of illicit proceedsof, or to further, any breachof applicable Laws, or to transactor deal in, any contraband Digital Assets;

2.2.4.2.  In violation ofapplicable Laws, including AML-CFT Laws,anti-corruption Laws, Sanctions Regulation or any Laws exposing Done.comInc. to liabilityunder this Agreement;

2.2.4.3.  To evade taxes under the applicable Laws;

2.2.4.4.  With Digital Assets that have not been legally obtained or owned;

2.2.4.5.  To engage in conduct that isdetrimental to Done.com Inc.;

2.2.4.6.  To engage in wash trading, spoofing, fictitioustrading or price manipulation; or to enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions;

2.2.4.7.  To falsify any information provided to Done.com Inc. or any of itsAssociates, impersonate another Person or misrepresent affiliation with a Person, to falsify or materially omit any information or provide misleading or inaccurate information requestedby Done.com Inc. or any of its Associates, at any time;

2.2.4.8.  To cause injury to, or attempt to harm, Done.com Inc., any of its Associates; or for the financialor other benefit of a Prohibited Person.

3. Right to Use the Services

3.1.      The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these General Terms and Conditions.

3.2.      Nothing in these General Terms and Conditionsgives the Counterparty any license (otherthan as set out in this section),right, title, or ownership of, in, orto any of the Services, or Done.com Inc.’s copyrights ormarks. Done.com Inc. may suspend or terminate the provision of Servicesto the Counterparty or freeze any of Counterparty’s Digital Asset Wallet under Done.com Inc.’s control, atits sole discretion, as required by applicable Laws, where Done.com Inc.determines that the Counterparty hasviolated, breached, or acted inconsistent with any of these General Terms andConditions or exposed Done.comInc. or its Affiliatesto the possibility of sanctions, restrictions or Losses pursuant to applicable Laws, or in connection with an investigation regarding any ofthe foregoing.

3.3.      The Parties must enter into and perform all obligations agreed in this Agreementin good faith.

3.4.      Custody Services

3.4.1.    Custody Services:

3.4.1.1.  From time to time, Done.com Inc. may, in its solediscretion, offer DigitalAsset custody services to Counterparty. If Done.com Inc. offers Digital Asset custodyservices and Counterparty accepts such services, Counterparty acknowledges and agrees that it shall be subjectto the requirements, policies, and procedures set-forth by Done.comInc..

3.4.2.    Sub-Custodian:

3.4.2.1.  Done.com Inc. may, in itssole discretion, appoint a Sub-Custodian to store Counterparty’s DigitalAssets. Done.com Inc. will keeprecords of Counterparty’s Digital Assets with a Sub-Custodian. Counterparty acknowledges and agrees that if Done.comInc. is utilizing a Sub-Custodian to store its Digital Assets, Counterparty agrees to the use of anySub-Custodian at Done.comInc.’s sole discretionand acknowledges that Done.comInc. has entered into a separateagreement with a Sub-Custodians which Done.com Inc. must comply with. Counterparty further acknowledges and agrees thatDone.com Inc. shall not be liable for any error or Losses incurred by the Counterparty due to the Sub-Custodian’s action, omissions,failures, or insolvency.

3.4.3.    Designated Digital Assets

3.4.3.1.  Done.com Inc. supports alimited number ofDesignated Digital Assets, as set out in the Special Terms and Conditions. Counterpartywill deliver or procure the delivery of Digital Assets to Done.com Inc. atCounterparty’s own expense and risk in such manner as Done.com Inc. may require.

3.4.4.    Ownership of Digital Assets:

3.4.4.1.  Except as otherwiseprovided in this Agreement, title to Digital Assets held in custody by Done.com Inc.will remain with Counterparty and will not transfer to Done.com Inc.. Asthe legal owner of the Digital Assets, Counterparty bears all the risk of Lossof such Digital Assets, including due to market price fluctuations ofthe Digital Assets. Done.com Inc. retains control over private keys associated with the Digital Assets reflected in Counterparty's hosted Digital Asset Wallet(s).Done.com Inc. will take reasonable stepsto ensure the protection of Counterparty’sDigital Assets once it has acknowledged their acceptance into its custodyuntil such time as transferred out of its custody in accordance with the instructions communicated by Counterparty.

3.4.5.    Insolvency:

3.4.5.1.  Counterpartyis entitled to recover DigitalAssets held in custody in theevent of Done.com Inc.’s insolvency, in accordance with the Insolvency Policy.

3.4.6.    No Interests:

3.4.6.1.  Counterparty agrees and understands that it is not entitled to the payment of interest earned by Done.com Inc. for any Digital Assets custodied with Done.com Inc.

3.4.7.    Withdrawal or TransferInstructions:

3.4.7.1.  Done.com Inc.shall have sole discretion in determining the requirements for Counterparty’s withdrawal or transfer instructions. If all requirementsare satisfied by the Counterparty, Done.com Inc. isentitled to rely upon the withdrawalor transfer instructions in all respects and shall not be held liable for following such instructions. Counterparty may provide withdrawalor transfer instructions in writing to Done.comInc. to withdrawits Digital Assets held in custody with Done.comInc., provided that Counterparty has paid all accrued Fees to Done.com Inc.. Withdrawals or transfersmay only be made to a Digital Asset Wallet owned byCounterparty. In the course of processingtransfer instructions, Done.com Inc. mayrequire further information from Counterparty and may be required to share PersonalInformation relating to Counterparty with other contractual parties. Counterparty grantsDone.com Inc. permission to share its Personalinformation with third parties, which include but not limited to financialinstitutions, and digital asset service providers (including digitalasset exchanges), as required under applicable Laws, or upon receiptof a lawful request by any public authority.Counterparty further irrevocably grants permissionand authority to Done.com Inc. to collect,keep record of, shareand otherwise process such Personal Information as necessary to perform this Agreement orabide by the applicable Laws.

3.4.8.    Return of Counterparty Digital Assets and Treatment of Digital Assets upon Termination.

3.4.8.1.  In the event that this Agreement is terminatedfor any reason as described herein, the Counterparty agrees to provide written instructions via electronic communication specifying the method and destination for the return of any CounterpartyDigital Assets held in custody by Done.com Inc.. The Counterparty mustcommunicate a valid vault address to Done.com Inc.’s Operations Team as soon as practicable. Upon receipt of theCounterparty’s instructions and vault address, the Done.com Inc. shall return the Digital Assets to the specified address within a reasonableperiod of time, in accordance with Applicable Laws.

3.4.8.2.  Following the termination of this Agreement, Done.comInc. will contact the Counterparty for a period of thirty (30) days usingvarious electronic communication channels (including but not limited to emailand/or Telegram), to obtain instructionsregarding the return of Counterparty Digital Assets held in custody. If theCounterparty fails to respond within the30-day period, the Counterparty acknowledges and agrees that Done.com Inc. may,at its sole discretion and after issuing a final written notification tothe Counterparty, transfer the Counterparty’s Digital Assets to a segregatedvault (“Sealed Vault”) under Done.com Inc.’s control. These Digital Assets will remain in the SealedVault until proper return instructions are received within the time frame agreed in subsection 3.4.8.3.

3.4.9.    In accordance with applicableCanadian limitation statutes, including provincial Limitations Acts, anycourt actions related to movable property and ownership rights are subject tothe limitation periods prescribed by law, generally two (2) years from the dateon which the holder of a right knew or ought reasonably to have known the factsgiving rise to such right. Accordingly, the Counterparty hereby acknowledgesand agrees that if no instructions are received within five (5) years regardingthe return of Digital Assets held in the Sealed Vault, such Digital Assetsshall be deemed unclaimed. In such case, Done.com Inc. may, subject toapplicable Unclaimed Property Acts and other governing laws, transfersuch Digital Assets to a vault controlled and owned by Done.com Inc.

3.4.10. Limitation of Liabilityfor Custody Services

3.4.10.1.             There is no guarantee againstLosses when using the DigitalAsset custody servicesoffered by Done.com Inc.. Counterparty acknowledges and agrees that the Limitation ofLiability in Clause 6 of the General Terms and Conditions shall also beapplicable to custody services. As agreed in Clause 3.4.2.,Done.com Inc. shall not be liablefor any erroror Losses incurred by theCounterparty due to the Sub-Custodian’s action, omissions, failures, orinsolvency. In no event will Done.com Inc. be liable for Losses incurred by theCounterparty for any amount in excess of total amount of Digital Assets thatwere lost while being provided Done.comInc.’s custodyservices and the Losses were solely due to Done.comInc.’s fraud and willful misconduct.

4.         Representations & Warranties

4.1.      Counterparty represents,warrants and covenants on the date of itsacceptance or deemed acceptance of this Agreement and each day on which Counterparty utilizesor access the Services, in each case with reference to the facts and circumstances existing at such date, that:

4.1.1.    If Counterparty is an individual user,Counterparty is 18 years of age or older and that has the capacity to contractunder applicable Laws;

4.1.2.    If Counterparty is a legal entity, that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and that allPersons using the Services on behalf of the legal entity are duly authorized by such legal entityto act on its behalf.

4.2.      Counterparty fully understands the risks associated with using the Services, including those detailed in the Risk Disclosure Statement and that Counterparty has had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement.

4.3.      Counterparty knows the prevailing industry practice and has concluded that the Specific Terms and Conditions and the rights, duties and obligations imposedhereunder, are commercially reasonable as a general matter and specifically in light of such industry practice.

4.4.      Counterparty has not received from Done.comInc. any assurance or guarantee as to the expected results of this Agreement.

4.5.      Counterparty is capable of evaluating andunderstanding (on its own behalf or through independent professional advice),and understands and accepts, theterms, conditions and risks in relationto this Agreement.

4.6.      Counterparty is not prohibited orrestricted from using the Services, or otherwise prohibited by applicable Laws from using, or acting for the benefit of another Person that is prohibited or restricted from using, the Services.

4.7.      No claim, dispute, arbitration, criminal or civil proceedings brought against Counterparty is likely to impact the proper performance of this Agreement or its validity.

4.8.      Counterparty will not use the Services in orderto conceal or disguise the origin or nature of proceeds of crime or terroristfinancing, or to further any breach of applicable AML-CFT Laws, or to deal in any unlawful Digital Assets,funds, or proceeds.

4.9.      Counterparty will not useany Services with anything other than funds, or Digital Assets that have beenlegally obtained by Counterparty, in which Counterpartyhas good and marketable title or other relevant and sufficient rights thereto and that are notsubject to any liens, claims, and encumbrancesthat are inconsistent with use of Services.

4.10.   Counterparty is currentlyin compliance with, and must, at Counterparty’s own cost and expense, comply with allLaws that relate to or affect the Services conducted under this Agreement, including AML-CFT Laws.

4.11.   Counterparty agrees to cooperate and promptly reply to any inquiries related to suspicious transactions and/or related to any AML/CFT matters.

4.12.   Counterparty will not falsify or materially omit any information or provide misleading or inaccurateinformation requested by Done.comInc. in the course of, directlyor indirectly relating to, or arising from the use of any Services,including at registration or during administration or other due diligence processes, and that if any information provided to Done.com Inc.becomes incorrect or outdated, including information relating to beneficialownership, Counterparty will promptly provide corrected information to Done.comInc..

4.13.   Counterparty and its Associates will refrain fromengaging in any behavior likely tocreate an actual conflict of interest; in the case of Market Making, itincludes engaging in trading Digital Asset Pairs covered by this Agreement.

4.14.   All information that Counterparty has provided to Done.comInc. is accurate, not misleading, up-to-date and Counterparty has not withheld any materialinformation from Done.com Inc.

4.15.   Counterparty represents and warrants that allfunds used in transactions with Done.com Inc. originate from legitimate sources and are under the Counterparty's control. The Counterparty acknowledges that Done.com Inc. reserves the right torequest additional documentation for verification purposes if deemed necessary during thewhole duration of the business relationship with the Counterparty.

4.16.   Counterparty warrants that all Digital Assets Walletaddresses utilized in operations withDone.com Inc., including those provided duringonboarding and subsequently for different operations, are controlled exclusively by the Counterparty and its authorized representatives. Counterparty additionallyagrees to promptlyreport and seek approval from Done.com Inc. for any additionalwallets or changes to existing wallets prior to their use in transactions.

4.17.   Counterparty understands and agrees that theuse of third-party wallets addresses for operations with Done.com Inc. is strictly prohibited.

4.18.   Counterparty acknowledges that providing falseinformation or violating any terms of this declaration may result in immediate suspension or termination ofthe Counterparty's account and may lead to further measures as deemed necessaryby Done.com Inc.

4.19.   Counterparty will employreasonable anti-virus, anti-malware and other software and techniques to protect its Digital Assets frombeing the victim ofa hack or of other maliciousactions and the access tothe Services out of the reachof other Persons. Counterparty will not introduce or transmit any MaliciousSoftware into Done.com Inc.’s computer systems or exploit any vulnerability in any smart contracts developed by Done.comInc. and instantiated on a blockchain.

4.20.   Counterparty acknowledges and agrees that anytrading or other instructions received or undertaken through Counterparty’s authorized credentials(including Counterparty’s e-mail address, Telegram handle and WhatsAppnumber) on file with Done.com Inc. are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by Counterparty or on Counterparty’s behalf, any errorresulting, directly or indirectly, from fraud or the duplication of any instruction made by Counterparty or on Counterparty’s behalf or the malfunctionof any device or compromise of credentials used by Counterparty to deliverinstructions, and that Done.com Inc. may act upon those instructions without any liability or responsibility attaching to it.

4.21.   Counterparty acknowledges that Digital Assets are not subject to the protections or insurance provided by any insurance provider. In addition, although any Person may maintaininsurance for its own benefit in connection with its business, this insurance,if maintained, is solely for the benefit of such Person and does not guarantee or insure the other Person in any way.

4.22.   Counterparty will promptly inform Done.com Inc. if Counterparty knows or has reasons to know that any of the foregoing representations and warranties no longer is correct or becomes incorrect.

5.         Fees and Payment

5.1.      Costs and Taxes: Each Party will be responsible for its own costs and taxes incurred in connection with the implementation and performance of its duties and obligation under this Agreement. The costs and taxes linked to Designated Exchange fees or Blockchain transactions shall remain inresponsibility of the Counterparty.

5.2.      Debit Notice: In the event that the due invoice remains unpaid for a period specified in the Special Terms and Conditions, Done.com Inc. reserves the right to seize Counterparty’sfunds in custody up to the due amount after a notice sent to the Counterparty.

5.3.      Withdrawal: The Counterparty may withdraw Digital Assets held in custody, provided that all obligations are fulfilled under this Agreement. Withdrawals may only be made to aDigital Asset Wallet or bank account owned by the Counterparty. In the courseof processing and sending any withdrawals in Digital Assets or in legal tender,Done.com Inc. may request furtherinformation from the Counterpartyand may be required to share PersonalInformation relating to theCounterparty with other contractual parties, including financial institutions, digital asset service providers(including digital asset exchanges), or as required under applicable Laws or upon a lawful request by any public authority.Counterparty hereby irrevocably grants permission and authority to Done.comInc. to collect,keep record of,share and otherwiseprocess such Personal Information as necessary to perform this Agreement orabide by the applicable Laws.

6.       Limitation of Liability

6.1.      There is no guarantee against Losses when using the Services. In addition to the fullest extent permitted by applicable Law, Counterparty irrevocably agrees and acknowledges that Done.comInc. and its Associates do not assume any liability or responsibility for and will not have any liability or responsibility for any Losses directly or indirectlyarising out of or related to and Counterparty hereby agrees to releasethe Associates from liability for any and all such Losses resultingfrom:

6.1.1.    Counterparty’sbreach of this Agreement;

6.1.2.    the Services, except as explicitly provided forin this Agreement and except for Losses for fraud or gross negligence;

6.1.3.    any failure by Counterparty or Counterparty’s Affiliateto comply with applicable Laws;

6.1.4.    the value of any DigitalAsset purchases, sold or otherwise traded by Done.comInc.;

6.1.5.    any failure, insolvency, delay, malfunction, interruption, or decision relatedto or coming from the Designated Exchange(s);

6.1.6.    any stolen, lost, orunauthorized use of your information, theft, hacking, any breach of security or data breach related to your DigitalAsset Wallet information, or any criminalor other third-party act affecting Done.com Inc. or any Associate;

6.1.7.    compliance withapplicable Laws; and

6.1.8.    a Force MajeureEvent.

6.2.      Counterparty assumes full responsibility for the funds held in the provided Digital Asset Wallet addresses and acknowledges sole liability for any legal, financial,or regulatory consequences arising from their use.

6.3.      If Done.com Inc. is found to have committedgross negligence, willful misconduct, or fraud, in no event shall Done.com Inc. or its Associates be liable for Losses incurredby the Counterparty for any amountin excess of the any amount in excessofthe actual loss of digital assets, valued at thetime of loss.

7.       Indemnifications

7.1.      The Counterparty agrees hereby to indemnify andhold Done.com Inc. and its Associates harmless from and against all Losses asserted in or incurredas a result of claims, demands,suits, or proceedings (“Claims”) by a third party,or arising from the use ofunauthorized wallets and the violation of this Master Services Agreement.Counterparty further agrees to indemnify Done.com Inc. for all direct and indirectcosts, fees, expensesof any type or nature,including without limitation,all reasonable legal services that arise due regulatory inquiry, legal action,litigation, dispute, or investigation.

7.2.      Done.com Inc. agrees to provide Counterpartywith a prompt notice of any Claimssought by a third party. Counterparty will cooperate in allreasonable aspects with Done.com Inc. in connection with such Claims and shallbe entitled to control the handling of any such Claim and to defend or settleany such Claim in its sole discretion, exceptthat any settlement for other than money damages will be subject to approvalof Done.com Inc.. The Counterparty shall not settleany Claim without priorwritten consent of Done.com Inc. where such settlement would impose direct orindirect costs, fees, expenses, judgment, liability, penalty,or limitation on Done.com Inc.

7.3.      Done.com Inc.is not liable and will not indemnifythe Counterparty for acts of any thirdparty or raisedfrom any circumstances that are not under its control.

7.4.      To the maximum extent permitted by applicableLaw, the foregoing limitations of liability, releases and indemnities willapply whether the alleged liability or Losses are based on contract,negligence, tort, unjust enrichment, strict liability, violation of law or regulation,or any other basis, even if the Associates have been advised of or shouldhave known of the possibility of such Lossesand damages, and without regardto the success or effectiveness of any other remedies.

7.5.      Notwithstanding with the foregoing, Done.comInc. is only liable for and indemnify for any direct Losses, breach, non- fulfilmentof any representations or warranties caused by gross negligence, fraud or willful misconduct caused by Done.com Inc.

8.       No Representations and Warranties by Done.com Inc.

8.1.      Done.com Inc.makes no representations andwarranties, covenants or guarantees, express or implied, to Counterparty of any kind, to the fullest extent permittedby applicable Laws. Done.comInc. disclaims all representations, warranties, covenantsor guarantees, express, implied or statutory, with respect to the Services, including in relation to the accuracy,completeness or timeliness of any information any Associate makes available toCounterparty and Done.com Inc. does not undertake to update Counterparty inrespect of any such information. For example, Counterparty acknowledges and agrees that market conditions and prices may change immediately after any Associate providesmarket information to Counterparty.

8.2.      The Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.

8.3.      Counterparty further acknowledges and agreesthat Done.com Inc. may also provideaccess to features or services that are identified as “test” versions whichare still in development, may have bugs orerrors, may be incomplete, may materially change prior to a full commerciallaunch, or may never be released commercially.

9.         Intellectual Property

9.1.      The trademarks, logos, and service marks,whether registered or not in specific countries, and all materials on the Siteor provided as part of providing the Services, including advertising materials,prices or charts, business methods, databases or settlement specificationsrelevant to this Agreement or otherwise used or arising in connection with thisAgreement and other intellectualproperty or proprietary rights laws in various jurisdictions (together,“Intellectual Property”) are owned by Done.com Inc. or used by Done.comInc. under license. All rights not expressly granted to Counterparty in this Agreement are reserved by Done.com Inc. orits licensor(s).

9.2.      Counterparty agrees not to license, sub-license, rent, sell, distribute, resell, transfer, assign, copy, reproduce, display, or otherwise commercially exploit, decompile, reverse engineer, disassemble or modify the Intellectual Property or other content without express, prior, writtenpermission from Done.com Inc. or the third-party owner of the Intellectual Property, including as a domain name, as social media profile/handle, on a website, in an advertisement or othermarketing, as or inconnection with a phone number, as or in connection with an email address, in Internet searchresults, in meta data or code, or in any other manner. Counterparty furtheragrees not to make derivative works based upon all or any part of Site or Services,“mirror” all or anypart of the Site or Serviceson any other server or wireless or Internet-based device, or accessall or any part of the Services in order to builda competitive product or service, build a product or service using similar ideas, features, functions,or graphics of all or any part of the Services, or copy any ideas, features, functions, or graphics of all or anypart of the Services.

9.3.      Furthermore, Counterparty will not register,record, or otherwise control any domains, social media handles/profiles, or other trademarks, logos or servicemarks or any other intellectual property rights featuring intellectual property owned by Done.comInc., any of its Associates or its or their licensor(s) directly or through athird party (“Prohibited Intellectual Property”). If Counterparty or its Affiliates owns or becomes the owner of ProhibitedIntellectual Property, Counterpartyagrees to transfer and assign such ProhibitedIntellectual Property automatically to Done.com Inc. and to execute allinstruments and documents evidencing, recording or perfecting such a transferand assignment of rights. In the event that Counterparty is unable toexecute such instruments or documents within thirty days followingDone.com Inc.’s request, Counterparty agrees to irrevocably designate and appoint Done.comInc. and its Associates to act on Counterparty’s behalf to execute and file any documents necessary for the foregoing purposeswith the same legal force and effect as if executed by Counterparty.

9.4.      Counterparty may link to the Site’s homepage orother pages, provided Counterparty does so in a way that is fair and legal anddoes not damage Done.com Inc.’s reputation or take advantage of it, butCounterparty must not establish a linkin sucha wayas tosuggest any form of association,approval, or endorsement onDone.com Inc.’s part withoutprior, express, writtenconsent.

10.       Confidentiality

10.1.   “Confidential Information” means any information in relation to this Agreement, of any nature whatsoever, disclosed by one of the Party (“Disclosing Party”) to the other Party(“Receiving Party”), including all documents, in whole or in part, preparedby the Disclosing Party or itsAssociates or any of itsAffiliates and disclosed to the Receiving Party, all documentsand information involving the analysis of Confidential Information, prepared on the basis of Confidential Information, or relating to research and development, technical and commercial know-how, technicaland commercial data, data and database, studies, photographs, designs,models, prototype, computer programsand computer applications, software programs (source code or object code), materials or recordings, and all informationrelating to current and future products and services, to sales, prices,and sales methods, marketing plans, clients and counterparties, employees,technology, Intellectual Property rights, trade-secrets and other scientific, technical,commercial information, which: (i) areidentified as confidential; (ii) are disclosed orally orvisually but identified as Confidential Information whendisclosed; or (iii) should bereasonably considered as being confidential when disclosed by DisclosingParty to the Receiving Party.

10.2.   Notwithstanding the foregoing clause 9.1., Confidential Information does not include information that: (i) was or has become, publicly available and known by the public,other than throughunauthorized disclosure by theReceiving Party or itsAssociates and without a breach ofthis Agreement; (ii) wasalready and lawfully known bythe Receiving Party at the time ofdisclosure (such as information relating to Receiving Party’s own trades onDesignated Exchanges); (iii) was lawfully received from a third party, without a breach of this Agreement or of the DisclosingParty’s rights; (iv) was independently developed by the Receiving Partywithout use or reference to any of theConfidential Information; (v) is disclosed on the basis of a court decision oranother governmental or regulatory body, providedthat the Receiving Party will, tothe extent permitted by applicableLaws, provide the Disclosing Party with an immediatenotice of such court decision to enable the Disclosing Party to seek a protective order or otherwiseprevent or restrictsuch disclosure.

10.3.   The Receiving Party undertakes not to claim Intellectual Property rights over the Confidential Information communicated by the Disclosing Party.

10.4.   The Receiving Party agrees to keep available tothe Disclosing Party at any time the list of all persons to whom any Confidential Information has been disclosed. The ReceivingParty undertakes to takeall reasonable steps to ensure the security and confidentiality of the Confidential Information of the Disclosing Partyin order to prevent such Confidential Information from falling intothe public domain orbeing disclosed to persons unauthorized under thisAgreement. This includes without limitation that the Receiving Party grantsto the protection of this informationat least thesame level of care and attention it wouldfor the protection of its own Confidential Information.

10.5.   The Receiving Party undertakes to notify in writing the Disclosing Party of any unauthorized disclosure, use or appropriation of its Confidential Information of which it becomes aware, such unauthorized disclosure, use or appropriation being proven or merely suspected.

10.6.   The Receiving Party undertakes to return or destroyall copies of Confidential Information in its possession or in possession of itsAssociates within ten (10) days upon receipt of an express request in writing from the Disclosing Party and to confirm such destruction immediately and in writing to the Disclosing Party.

10.7.   The Parties agree that Section10 of this General Terms and Conditions is effective and in force from the commencement of their commercial negotiations, throughout the negotiation period, and for the entire duration of thecurrent Agreement. This Section will remain in effect until two (2)years after the termination dateof this Agreement.

In the event that the Parties have entered into an Non-Disclosure Agreement (“NDA”), this clause 10 shall complete the signed NDA and be applicable between the Parties.

11.       Termination

11.1.   Done.com Inc.may terminate this Agreement immediately upon written Notice in the event that:

11.1.1. Counterparty fails to provide Done.com Inc. with requested documents, information or details which are necessary to provide the Services or provides documents, information ordetails that are suspected to be or are incorrect or misleading;

11.1.2. Counterpartyis in breach of this Agreement and such breach remains uncured for a period of seven (7) days after Done.comInc.’s written Notice ;

11.1.3. Counterparty becomes insolvent, admits inwriting to its inability to pay debts as they fall due, makes an assignmentfor the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similarauthority;

11.1.4. a Force MajeureEvent continues for more than seven (7) days; or

11.1.5. law enforcement, a regulatory agency or a public authorityrequires or instructsDone.com Inc. to do so.

11.2.   Counterparty may terminate this Agreement immediately upon written Notice in the event that:

11.2.1. Done.com Inc. becomes insolvent, admits in writing to its inability to pay debts as they fall due, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority;

11.2.2. a Force MajeureEvent continues for more than seven (7) days.

‍

12.       Dispute Resolution& Governing law

12.1.   This Agreement (and any dispute or claimrelating to it or its subject matter, its enforceability, or its termination,including non-contractual claims) will be governed by, enforced, and construedin accordance with the laws of the Province of Ontario and the federal laws ofCanada applicable therein.

12.2.   Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, will be referred to and resolved by theCommercial Court of Paris (Tribunal de commerce de Paris). The Parties agree to first attempt informal resolution of any disputearising in connection with this Agreement prior to any demand for adjudication of any kind and to notify each other in writing of any such disputewithin thirty (30) days of when it arises.Notwithstanding the foregoing, Done.comInc. may elect to issue proceedings against Counterpartyin any jurisdiction in which Counterparty resides or is located when seeking torecover any amountsdue under this Agreement.

12.3.   Counterparty agrees that itmaybring claims against Done.comInc. only onanindividual basis and notasa plaintiff or class member in any purportedclass or representative action or proceeding.

13.       Entire Agreement

13.1.   This Agreement and all documents(to which any of the Parties are party) enteredinto on the date of thisAgreement in connection with it or referred to in it constitute the entire agreement between the Parties about the subject matterof this Agreement; and (in relationto such subject matter) supersedeand extinguish all earlierunderstandings and agreementsbetween any of the Parties and all earlier representations by any Party.

13.2.   The Parties of this Agreement may amend or otherwise modify this Agreement in writing by an amendment signed by both Parties.

13.3.   It is agreed between the Parties that this Agreement is non-exclusive and nothing in this Agreement shall be construed as creating any exclusive arrangement between Done.com Inc. or the Counterparty. Either Party will be free, during and after the term, to engage or contract with third parties for the provision of similar service as set out in thisAgreement. Done.com Inc. as a service provider retains the right to perform the same or similar type of services for other counterparties or clients during the terms of this Agreement

13.4.   At any time afterthe date of this Agreement, one ormore additional persons may become party tothis Agreement by executing a written joinderagreement (“Joinder Agreement”). Upon execution of such Joinder Agreement and without any furtheraction, each additional person(s) will become a party to this Agreement andhave all of the rights and obligations of a party of this Agreement hereunderand this Agreement herein shall be deemed amended by such Joinder Agreement.

13.5.   This Agreement is accepted electronically andis executed on the date of the last signature by each of the Parties using anelectronic signature process implemented by a third-party service provider,such as DocuSign, which guarantees the security and integrity of digitalcopies. Such execution shall have the same legal effect as a handwrittensignature, in accordance with applicable Canadian legislation, including the PersonalInformation Protection and Electronic Documents Act (PIPEDA) and therelevant provincial Electronic Commerce Act or equivalent legislation.

13.6.   The Parties expressly agree that thisAgreement, acknowledged during onboarding, signed electronically via DocuSignor any comparable electronic signature service:

13.6.1. constitutes the original of this Agreement;

13.6.2. has the same legal effect, validity, andenforceability as a handwritten signature on paper;

13.6.3. each electronic signature must be considered anoriginal signature; and

13.6.4. may be produced in court or before any tribunalas admissible evidence of its content, the identity of the signatories, andtheir consent, in accordance with the Personal Information Protection andElectronic Documents Act (PIPEDA), the applicable provincial ElectronicCommerce Act, and the Canada Evidence Act or relevant provincial rules ofevidence.

13.6.5. This Agreement is executed in a single originalelectronic form. An executed copy shall be delivered to each of the Partiesdirectly by DocuSign, or another comparable electronic signature service, whichprovides the means of implementing the electronic signature process inaccordance with applicable Canadian legislation, including the PersonalInformation Protection and Electronic Documents Act (PIPEDA), theapplicable provincial Electronic Commerce Act, and the CanadaEvidence Act. Each such electronically delivered copy shall be deemed anoriginal and shall be valid and enforceable as if signed in wet ink.

13.7.   The Parties accept that the recordings made by the information systems of each of the Parties are admissible before the courtsand are proofof the data and elementsthat they materialize. In any case,in the event of a contradictionbetween the recordings and/or timestamps of the Done.com Inc. information system and those of the Counterparty, those of Done.comInc. shall prevail. By express agreement hereby, the acceptance of this Agreementby electronic means betweenthe Parties has the same probativevalue as the agreementon paper.

‍

14.       Communicationbetween the Parties

14.1.   Parties accept that electronic means ofcommunication are used to correspond or transmit information. Such use will not in itself constitutea breach of any obligation of confidentiality. Counterparty agrees and consents to receiveelectronically all communications, agreements, documents, receipts, notices anddisclosures that Done.com Inc. may provide in connection with this Agreementthrough Counterparty’s authorized e-mail address on file with Done.comInc.. Such noticeswill be deemed effective and received by the Counterparty on the date on which the email is sent to such authorizede-mail address.

14.2.   Done.com Inc. may accept and act upon instructions it reasonably believes in good faith to be from Counterparty without the need to make any further enquiry, whether or not those instructions are actually from Counterparty. Done.comInc. may also record voice conversations with or without use of a warning tone to use such recordings as evidence of Counterparty’s instructions as well as for its ongoing quality control and training program.

‍

15.       Reliance

Each Party may rely upon market reports and market data supplied by reputable providers as to their accuratenessand completeness, including as a basis for the performance of their obligationspursuant to this Agreement.

16.       Right of Rectification

Any typographical, clerical or other error or omission in any documentation produced by Done.com Inc. under or in connection with this Agreementmay be corrected without any liability on Done.comInc.’s part.

17.       Severability

If any provision (or part of any provision) of this Agreement, as amended from time to time, is found to be invalid, illegal or unenforceable, in whole or in part, that provision or part provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement will not be affected.

18.       No Waiver

No failure or delay by Done.com Inc. to exercise any right, power or remedy provided under this Agreement or by law will constitute a waiver of that or any other right, power or remedy, nor will it preclude or restrict the further exercise of that or any other right, power or remedy. No single or partial exercise of such right or remedy will preclude or restrict the furtherexercise of that or any other right or remedy.

19.       No Agency

Each of the Parties acknowledgesand agrees that nothing in thisAgreement will be deemed to create a partnership or agency relationshipbetween Counterparty and Done.com Inc.,or be deemed to authorize eitherParty to incur any liabilities or obligations on behalf of or in the name of the other.

20.       No Assignment

20.1.   Neither this Agreement, nor any of the rights or obligations contained in it, may be assigned, delegated or transferred by Counterparty without the express prior written consent of Done.com Inc..

20.2.   Done.com Inc. may assign this Agreement with the rights and obligations contained in it, without the prior written consent of the Counterparty, to any of its affiliates or subsidiaries, or to a new Done.com Inc. entity pursuant to a transfer of all business assets, whether merger, sale of assets, sale of stock.

21.       Survival

Clauses 1 (Definitions &Interpretation), 4 (Representations & Warranties), 6 (Limitation ofLiability), 8 (No Representations and Warranties by Done.com Inc.), 9(Intellectual Property), 10 (Confidentiality), 12 (Dispute Resolution & GoverningLaw) and 21 (Survival) will survive the termination of this Agreement.

‍