1. Binding Agreement.

This is a binding Agreement (the “User Agreement,” the “Terms” or the “Terms of Use”) between you (“User,” “you,” “your,” “yourself,” and “customer”) and CrossTower Inc., its parents, successors, subsidiaries and affiliates (“CrossTower,” “we“), which governs the terms of your use of the servicesprovided by CrossTower described herein (“CrossTower Services” or “Services“). By accessing and logging on to this website to use an account through or the CrossTower mobile application (collectively the “CrossTower Site“), you agree that you have read, understand, and agree to all of the terms and conditions contained in this User Agreement.

2. Arbitration.

IMPORTANT NOTICE: THIS USER AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. You agree that all disputes between you and CrossTower will be resolved by binding arbitration. You agree to give up your right to litigate disputes with CrossTower in court (other than small claims court). Arbitration procedures are more limited than court proceedings. The decisions made by an arbitrator are as enforceable as decisions made by a court.

3. This Agreement is Subject to Change.

This User Agreement is subject to modification by CrossTower at any time in
CrossTower’s sole discretion and you will be bound by the latest version
posted on the CrossTower Site. When we modify the website from time to
time, we will send you an email notifying you of such change. It is also
your responsibility to understand the changes to this User Agreement. It is
important that you review the User Agreement whenever it is modified
because if you continue to use the Services after we have modified the User
Agreement, you are indicating to us that you agree to be bound by the
modified User Agreement. If you do not agree to be bound by the modified
Terms, you must stop using the Services. We may change or discontinue all
or any part of the Services, at any time and without notice, at our sole

4. Important Risk Factors that Customers Should Read.

4.1 New Asset Class.

Digital Assets are a relatively new asset class and there is little history
as to the digital asset market. However, like any asset class, the market
value of digital assets may change. If you buy a Digital Asset, the value
of the asset may go up or down. The following are some additional risks
associated with Digital Assets. Please be advised that these risk factors
are non-exclusive and do not disclose all risks. Please consider these and
other risks carefully before using our Services. You are advised to contact
the relevant advisors, such as financial, legal and accounting advisors, if
you have questions about Digital Assets.

4.2 Digital Asset Market Risk.

The market for Digital Assets is speculative in nature and may be subject
to large fluctuations in price. This means that if you purchase Digital
Assets, you may lose some or all of your assets value. Unlike other asset
classes, certain Digital Assets’ value may be difficult to assess due to a
lack of information. For example, for traditional equities, fundamental
analysis uses revenues, earnings, future growth, return on equity, profit
margins, and other data to determine a company’s underlying value and
potential for future growth, which is available in a company’s financial
statements. For traditional commodities, fundamental analysis uses supply
information and demand information in the marketplace. However, with
respect to Digital Assets that are commodities, there may be no similar
ability to predict the value, depending upon the Digital Asset.
Participants often cite that there is a limited supply like a precious
metal or cite market structure, but the asset class is too new and theories
continue to develop as to how to value Digital Assets. Certain Digital
Assets may be linked to underlying assets, such as precious metals or
tangible assets like oil. However, the relationship between the underlying
asset and the Digital Asset may not be clear. There are many important
issues you should consider when valuing Digital Assets. Because Digital
Assets are relatively new, they have only recently become accepted as a
means of payment for goods and services, or as an asset class, and
therefore, the use and liquidity of Digital Assets is limited. A
significant portion of the demand for digital assets globally may be
generated by speculators and investors, only seeking to profit. This market is rapidly developing.

4.3 Cyber/Fraud Risk.

The nature of Digital Assets may lead to an increased risk of cyber attack,
account compromise or fraud. Any security breach caused by a cyber attack,
which involves efforts to gain unauthorized access to information or
systems, or to cause intentional malfunctions or loss or corruption of
data, software, hardware or other computer equipment, and the inadvertent
transmission of computer viruses, could result in the halting of a
CrossTower’s operations or a loss of customers’ assets. Customers must
adapt to technological change in order to secure and safeguard client
accounts. While CrossTower believes it has developed an appropriate
security system reasonably designed to safeguard Digital Assets from theft,
loss, destruction and other issues relating to hackers and technological
attack, such assessment is based upon known technology and threats. As
technological change occurs, the security threats to Digital Assets will
likely adapt and previously unknown threats may emerge. Furthermore,
CrossTower believes that customers may become a more appealing target of
security threats as the size of their assets grow. To the extent that
CrossTower is unable to identify and mitigate or stop new security threats,
Digital Assets may be subject to theft, loss, destruction or other attack,
which could result in loss of assets. As with CrossTower, the CrossTower
third party service providers may also be vulnerable to targeted attacks,
unauthorized access, fraud, computer viruses, denial of service attacks,
terrorism, firewall or encryption failures and other security problems.
Attackers may seek to steal information about the CrossTower platform,
financial data or user information or take other actions that would be
damaging to you. In addition, transactions in Digital Assets may be
irreversible, and, accordingly, losses due to accidental or fraudulent
transactions may not be recoverable.

4.4 Lack of Control over Digital Assets.

The software protocols that underlie Digital Assets are typically open
source projects, which means that (i) the development and control of such
Digital Assets is outside of CrossTower’s control and (ii) such software
protocols are subject to sudden and dramatic changes that might have a
significant impact on the availability, usability or value of a given
Digital Asset. In many cases, for example, a Digital Asset lacks the
governance aspects that generally pertain to equity securities and other
forms of assets. For example, a holder of a Digital Asset does not have the
right to appoint board members or otherwise vote on corporate actions of
the entity that has issued the Digital Asset. There are not, for example,
detailed private placement memorandum of Digital Assets disclosing material
risks. As a result, customers may have limited, if any, ability to
influence the actions of the issuer of the Digital Asset and may lack
material information which could impact the value of any particular

4.5 Regulatory/Compliance Risk with Digital Assets.

The legal characterization of certain Digital Assets is uncertain. This can
mean that the legality of holding or trading them is not always clear, and
may be subject to certain legal requirements or restrictions. Whether and
how one or more Digital Assets constitute property, or assets, or rights of
any kind may also be unclear. You are responsible for knowing and
understanding how Digital Assets will be treated from a legal perspective.

4.6 Tax Risk of Digital Asset.

There is substantial uncertainty regarding the tax treatment of Digital
Assets. As such, you should carefully consider your tax positions and the
regulations promulgated by the Internal Revenue Service, which may change
over time. You should contact your legal or accounting firm for legal and
accounting advice.

4.7 Regulatory Risk.

The regulatory environment related to digital assets, virtual currencies,
tokens, information security, privacy, data collection and use is changing
very quickly. With new and constantly changing compliance requirements
applicable to the CrossTower business, compliance with those requirements
could result in additional costs, time from our employees to concentrate on
interpretation and implementation and regulatory risk. If a regulatory body
changes its interpretation or provides clarity over a law or practice, such
change or clarification may have an impact on CrossTower’s compliance
program. CrossTower retains the right, in its sole discretion, to
immediately and without notice to you, enhance its system to be in alliance
with any such change or clarification, even if it means that it has an
adverse effect on you.

It is impossible to predict what, if any, changes in regulation may be
implemented. These changes could impact you, CrossTower, the markets in
which CrossTower operates, and the counterparties with whom we do business.
The effect of any future regulatory change on the CrossTower or on you
could be substantial and adverse. You should understand that the digital
asset industry is dynamic and is expected to significantly change over
time. Therefore, CrossTower or you may be subject to new or additional
regulatory constraints in the future. CrossTower cannot anticipate every
possible current or future regulation that may affect you, CrossTower, the
digital asset industry or other market participants that interact with
CrossTower. Such regulations may require CrossTower to disclose the
identity of its customer, its customers’ positions, and other other
information about our customers. CrossTower may, in its sole discretion,
interpret and apply regulations even if it has an adverse impact on its


4.8 CrossTower is Not a Bank or a National Securities Exchange.

Assets held with or traded with a digital asset company are not insured by
SIPC or FDIC insurance. CrossTower does not facilitate the trading of
securities and is not a national securities exchange.

4.9 Technology Risk.

Access to CrossTower Services may become degraded or unavailable at any
time, including during times of significant volatility or volume. This
could result in the inability to buy or sell for periods of time and may
also lead to support response time delays. Although we strive to provide
you with excellent service, we do not represent that the CrossTower Site or
other CrossTower Services will be available without interruption and we do
not guarantee that any order will be executed, accepted, recorded, or
remain open. CrossTower shall not be liable for any losses resulting from
or arising out of transaction delays.

4.10 Custody Risk.


Customers may choose, at the sole discretion of the customer, to have
CrossTower or a third party entity that is integrated into the CrossTower
platform perform custody of its digital assets. Custody involves storage in
one or more “cold wallets,” “warm wallets” and/or “hot wallets.” This will
require the custody provider the right to control private keys. CrossTower
will take reasonable steps as it determines are necessary protect these
keys and to prevent their exposure to hacking, malware and general security
threats, but there can be no assurance that such steps will be adequate to
protect such keys or the Digital Assets from such threats or that there
will be no failure or penetration of the applicable security systems. There
also can be no assurance that, to the extent a customer utilizes
third-party custodial services, such third parties maintain required
certifications with regulations, the loss of which could cause such
custodians to not be deemed qualified custodians by various regulatory
agencies. Additionally, as this is an evolving space, it will be difficult
to judge best practice among such custodians.

4.11 Risk of Loss of Private Keys.


Various Digital Assets are controllable only by the possessor of unique

keys relating to the addresses in which the Digital Assets are held. The
theft, loss or destruction of a private key required to access a Digital
Asset is irreversible, and any such private key would not be capable of
being restored. Any loss of private keys relating to digital wallets used
to store Digital Assets could result in the loss of such Digital Asset.

4.12 Emerging Technology and Malicious Actors.

The ownership or transmission of Digital Assets is recorded or verified by
a distributed ledger or other similar technology. The marketplace for such
Digital Assets is still in its early stages of development, which may
increase the risk of loss with respect to investments in Digital Assets in
a number of ways. Digital Assets and their functions are generally governed
by software run on a network of computers associated with such Digital
Assets. Various issues related to such software and such computer networks
could result in the diminution in value of Digital Assets, including,
without limitation, undiscovered flaws in software, advancement in
computing technology and third party attacks on computer networks.

4.13 Credit Risk.

In general, the industry for digital assets does not have a regulation that
ensures that your assets are segregated from the assets of the trading
platform or a regulation that requires that credit risk and/or leverage be
managed in a particular manner. CrossTower segregates your assets from its
own operating assets to ensure that there is no commingling of customer
assets with CrossTower’s operating assets. When trading platforms offer
credit or leverage to its customers and the platform does not request
sufficient collateral, the trading platform will have to request that
customers post additional collateral in the event that leverage and credit
is insufficient given market moves. In the event that CrossTower calls
collateral and a customer fails to post collateral, there may be trading
losses in that account. Those trading losses may be so significant that
there may be a failure of the trading platform. CrossTower currently does
not offer credit or leverage. However, it intends on offering credit and
leverage in the future. CrossTower will have a risk management system in
place to ensure that it is sufficiently collateralized. However, there is
always a risk that it incorrectly manages the risk.

5. Account Setup.

5.1 Eligibility and Representations.

5.1.1 Eligibility Subject to Change.

The eligibility requirements set forth herein may change from time to time
and the use of certain CrossTower Services may require that CrossTower
request additional information from you in order for you to continue your
use of the CrossTower Services. The CrossTower Services are currently only
available to individuals and institutions located in supported
jurisdictions. For a complete list of currently supported jurisdictions,
please contact CrossTower.

5.1.2 Natural Persons Registering.

If you are registering to use the CrossTower Services as a natural person,
you must be at least 18 years of age and must not have been previously
suspended or removed from the CrossTower Services or any other service or
product offered by CrossTower to enter into this User Agreement.

5.1.3 Legal Entities Registering.

If you are registering to use the CrossTower Services on behalf of a legal
entity, you represent and warrant that (i) you are duly organized and
validly existing under the laws of the jurisdiction of your organization or
incorporation and, if relevant under such laws, in good standing; (ii) you
have the power to execute this User Agreement (and any other documentation
relating to this User Agreement to which you are a party), to deliver this
User Agreement and any other documentation relating to this User Agreement
that you are required by this User Agreement to deliver and to perform your
obligations under this User Agreement, (iii) you have taken all necessary
action to authorize such execution, delivery and performance under the User
Agreement; (iv) the execution, delivery and performance under this User
Agreement do not violate or conflict with any law applicable to you, any
provision of your constitutional documents, any order or judgment of any
court or other agency of government applicable to you or any of your assets
or any contractual restriction binding on or affecting you or any of your
assets; you have obtained all governmental and other consents that are
required to have been obtained by you with respect to this User Agreement
and such consents are in full force and effect and all conditions of any
such consents have been complied with; and (v) your obligations under this
User Agreement constitute legal, valid and binding obligations, enforceable
in accordance with their respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors’ rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether
enforcement is sought in a proceeding in equity or at law)).

5.1.4 Additional Representations.

Whether you are accessing or using the CrossTower Services as a natural
person or legal entity, you further represent and warrant that you will not
be using the CrossTower Services for any illegal activity, including, but
not limited to, illegal gambling, money laundering, fraud, blackmail,
extortion, ransoming data, terrorism financing, other violent activities or
any prohibited market practices.

5.1.5 Violations of Representations Means Immediate Termination.

If CrossTower determines that you have violated this User Agreement,
including, but not limited to, transacting with blacklisted addresses or
engaging in Prohibited Use or Prohibited Activity or Prohibited
Transactions then CrossTower will have the right to terminate this User
Agreement and you may forfeit any funds otherwise eligible for redemption.

Notwithstanding the foregoing, CrossTower may determine not to make the
CrossTower Services, in whole or in part, available in every market, either
in its sole discretion or due to legal or regulatory requirements,
depending on the User’s location. We may without liability to you or any
third party refuse to let you register an account at CrossTower or we may
revoke your rights to your CrossTower Account.

5.2 Identity Verification.

During registration for your CrossTower Account, you agree to provide
CrossTower at any time during the term of this User Agreement with the
information we request as soon as practicable for the purposes of identity
verification and the detection of money laundering, terrorist financing,
fraud, or any other financial crimes. You also agree to permit us to keep
records of such information. We will need to complete certain verification
procedures before you are permitted to use the CrossTower Service, which
will require that your personal information be screened against various
reporting agency databases. CrossTower may change your access to CrossTower
Services at any time and from time to time in our sole discretion based
upon information that we obtain about you. The information we request may
include certain personal information, including, but not limited to, your
name, physical address, mailing address, telephone number, e-mail address,
date of birth, taxpayer identification number, government identification,
and, depending on your account type, information regarding your bank
account (such as the name of the bank, the account type, routing number,
and account number) and, where permitted by law, special categories of
personal data, such as biometric information. Any information that you
provide to us you hereby agree that such information is complete, true and
accurate and is not misleading, and you agree that you will promptly
provide updated information if any information changes by contacting
CrossTower at [email protected] You authorize us to make inquiries,
whether directly or through third parties, that we consider necessary to
verify your identity or protect you and/or us against fraud or other
financial crime, and to take action we reasonably deem necessary based on
the results of such inquiries. We reserve the right to maintain your
personal information after you terminate the User Agreement for business
and regulatory compliance purposes, subject to applicable laws and
regulation. For example, we may be subject to various regulations which, in
a number of jurisdictions, require us to retain certain personal data for a
minimum period of five (5) years after the termination of this User

5.3 Acting on Your Behalf and No Third Party.

To use the CrossTower Services, you must register for a CrossTower account
(a “CrossTower Account“). By using a CrossTower Account
you agree and represent that you will use CrossTower only for yourself, and
not on behalf of any third party, unless you have obtained prior approval
from CrossTower. You are fully responsible for all activity that occurs
under your CrossTower Account. We may, in our sole discretion, refuse to
open a CrossTower Account, or limit the number of CrossTower Accounts that
you may hold or suspend or terminate any CrossTower Account or the trading
of specific Digital Asset in your account.

5.4 Your Personal Information.

All personal information provided under this form will be used,
distributed, and maintained in accordance with CrossTower’s Privacy
Policy (“CrossTower Privacy Policy”).

5.4.1 No Investment Advice or Brokerage.

For the avoidance of doubt, CrossTower does not provide investment,
tax, or legal advice, nor does CrossTower broker trades on your behalf.
All CrossTower trades are executed automatically, based on the
parameters of your order instructions and in accordance with posted
trade execution procedures, and you are solely responsible for
determining whether any investment, investment strategy or related
transaction is appropriate for you based on your personal investment
objectives, financial circumstances and risk tolerance. You should
consult your legal or tax professional regarding your specific

5.4.2 Educational Materials.

CrossTower may provide educational materials from time to time in order to
assist users in learning more about such Digital Assets. Information may
include, but is not limited to, blog posts, articles, links to third-party
content, news feeds, tutorials, and videos. The information provided does
not constitute investment advice, financial advice, trading advice, or any
other sort of advice, and you should not treat any of the content as such.
CrossTower does not recommend that any Digital Assets should be bought,
earned, sold, or held by you. Before making the decision to buy, sell or
hold any Digital Assets, you should conduct your own due diligence and
consult your financial advisors before making any investment decision.
CrossTower will not be held responsible, and you acknowledge you are solely
responsible for the decisions you make to buy, sell, or hold Digital

5.5. CrossTower Account Opening.

5.5.1 How to Open an Account.

Users can open an account on our website at
Users must then enter their email and set their passwords. Please note that
the password must be 6-255 characters long and contain at least one number,
uppercase letter, and lowercase letter.

5.5.2 Communication by Email.

All communications by CrossTower to you is by email. We will use the email
address on record for your CrossTower Account as our primary means of
communicating with you.

To ensure that you receive all of our communications, you agree to
keep your email address up-to-date and immediately notify us if
there are any changes.

Delivery of any communication to the email address on record is considered
effective. If any email communication is returned as undeliverable, we
retain the right to block your access to CrossTower until you provide and
confirm a new and valid email address.

5.5.3 Equipment Required for Access.

To access the CrossTower Services, you must have the necessary equipment
(such as a smartphone or laptop) and the associated telecommunication
service subscriptions to access the Internet. The CrossTower Services can
be accessed directly using the CrossTower Site.

5.5.4 Digital Asset Wallet. General.

Upon verification of your identity, you will have the ability to transfer,
track and store supported Digital Assets by giving instructions through the
CrossTower Site (each such transaction, a “Digital Asset Transaction”) in connection with
digital asset wallet (the “Digital Asset Wallet”). CrossTower May Refuse to Process or Cancel Transactions.

CrossTower reserves the right to refuse to process or to cancel any pending
Digital Asset Transaction in its discretion, which may be due to compliance
with laws and regulations or in response to a court order, subpoena, other
government order or to enforce transaction limits or for risk management
purposes. CrossTower cannot reverse a Digital Asset Transaction which has
been broadcast to a Digital Asset network. The Digital Asset Wallet
services are available only in connection with those Digital Assets that
CrossTower, in its sole discretion, decides to support. The Digital Assets
that CrossTower supports may change from time to time without notice to
you. Please see for a list of digital assets that CrossTower supports on
CrossTower’s Market Specifications page at

. Use Only Supported Digital Assets.

Under no circumstances should you attempt to use your Digital Asset Wallet
services to transfer or store Digital Assets in any form that is not
supported by CrossTower. CrossTower assumes no responsibility or liability
in connection with any attempt to use CrossTower Services for Digital
Assets that CrossTower does not support. You are Liable for Your Errors.

You assume full responsibility and liability for any loss resulting from
intentional or unintentional misuse of your Digital Asset Wallet services,
including, without limitation, any loss resulting from (i) depositing one
type of Digital Asset to a wallet intended for another type of Digital
Asset, regardless of whether the relevant Digital Asset network confirms
the applicable Digital Asset Transaction; (ii) depositing a Digital Asset
into an address that you did not intend; (iii) inserting incorrect
transaction information into the CrossTower Site. CrossTower assumes no
responsibility or liability in connection with any of the foregoing. WE ARE NOT A BANK.


For any supported Digital Asset on our trading platform, CrossTower
processes transactions according to the instructions received from its
users and we do not guarantee the identity of any receiver of Digital
Assets. You should verify all transaction information prior to submitting
instructions to CrossTower. Some people transfer small amounts from one
account to another to confirm that they have the correct address. A Digital
Asset Transaction will be unconfirmed for a period of time pending
sufficient confirmation of the transaction by the Digital Asset network. A
transaction is not complete while it is in a pending state. Digital Assets
associated with transactions that are in a pending state will be designated
accordingly, and will not be included in your CrossTower Account balance or
be available to conduct transactions. CrossTower may charge fees to process
a Digital Asset Transaction on your behalf. You acknowledge that you will
be responsible for paying any such fees out of your available proceeds.
CrossTower reserves the right to delay or cancel any Digital Asset
Transaction if it perceives a risk of fraud or illegal activity, or
otherwise within its discretion if we determine it is important for risk






5.6 Digital Asset Storage & Transmission Delays.

CrossTower securely stores all Digital Asset private keys in our control in
a combination of online and offline storage. As a result, it may be
necessary for CrossTower to retrieve certain information from offline
storage in order to facilitate a Digital Asset Transaction in accordance
with your instructions, which may delay the initiation or crediting of such
Digital Asset Transaction for a period of time, which period of time may be
significant. You acknowledge and agree that a Digital Asset Transaction
facilitated by CrossTower may be delayed for this reason.

5.7 Airdrops.

You understand, acknowledge and agree that in the event that a third party
or software protocol attempts to or does distribute a Digital Asset,
whether or not supported by CrossTower (often known as an “airdrop” or
“bootstrap”) to certain wallet addresses, we will treat such airdropped
Digital Asset as we would treat any other unsupported Digital Asset. You
agree and understand that airdropped Digital Assets do not create a
relationship between us and the transferor, sender and/or the related
network that created the airdropped Digital Asset, and further, that we are
not subject to any obligation as it may relate to the transferor, sender or
related network.

5.8 Supplemental Protocols Excluded.

Unless specifically announced on the CrossTower Site or other official
public statement of CrossTower, Digital Assets excludes all other protocols
and/or functionality which supplement or interact with such Digital Assets.
This exclusion includes but is not limited to: colored coins, metacoins,
side chains, or other derivative, enhanced, or forked protocols, tokens, or
coins or other functionality, such as staking, protocol governance, and/or
any smart contract functionality, which may supplement or interact with a
Digital Asset that we support. If a Digital Asset is not supported, you may
lose the asset with no opportunity to restore or regain such asset. Do not
use your CrossTower Account to attempt to request, receive, send, store, or
engage in any other type of transaction or functionality involving any such
protocol as CrossTower is not configured to detect, secure, or process
these transactions and functionality. Any attempted transactions in such
items will result in loss of the item. You acknowledge and agree that
supplemental protocols are excluded from every Digital Asset and that
CrossTower has no liability for any losses related to supplemental

5.9 Operation of Digital Asset Protocols.

CrossTower does not own or control any underlying software protocols which
govern the operation of Digital Assets supported on our platform. In
general, the underlying protocols are open source and anyone can use, copy,
modify, and distribute them. By using the CrossTower Services, you
acknowledge and agree (i) that CrossTower is not responsible for operation
of the underlying protocols and that CrossTower makes no guarantee of their
functionality, security, or availability; and (ii) that the underlying
protocols are subject to sudden changes in operating rules (a/k/a “forks”),
and that such forks may materially affect the value, function, and/or even
the name of the Digital Asset you store in the CrossTower platform. In the
event of a fork, you agree that CrossTower may suspend CrossTower
operations (with or without advance notice to you) and that CrossTower may,
in its sole discretion, decide whether or not to support (or cease
supporting) either branch of the forked protocol entirely. You acknowledge
and agree that CrossTower assumes no responsibility in respect of an
unsupported branch of a forked protocol.

5.10 Attacks and Other Malicious Activities.

CrossTower does not have any ability to prevent or mitigate attacks on any
Digital Asset or their underlying protocols and networks. CrossTower
reserves the right to take any actions in the event of an attack, as
determined in its sole discretion, including but not limited to: (i) if
CrossTower reasonably believes that a Digital Asset that it supports has
been or may be compromised, or is or will be under attack, CrossTower may
immediately halt trading, deposits, and withdrawals for such Digital Asset;
and (ii) if it is determined that such an attack caused the Digital Asset
to greatly decrease in value, CrossTower may discontinue trade activity on
such Digital Asset partially or entirely. CrossTower does not have any
obligation to engage in any activities in relation to attacks on any
Digital Assets or their underlying protocols and networks. Resolutions for
an attacked Digital Asset will be determined on a case-by-case basis by
CrossTower in its sole discretion. CROSSTOWER MAKES NO REPRESENTATION AND

5.11 Ownership.

The Title to each Digital Asset shall at all times remain with you and
shall not transfer to CrossTower. As the owner of Digital Asset in your
Digital Wallet, you shall bear all risk of loss of such Digital Asset.
CrossTower shall have no liability for Digital Asset fluctuations. None of
the Digital Assets in your Digital Asset Wallet are the property of, or
shall or may be loaned to, CrossTower. CrossTower does not represent or
treat assets in User’s Digital Asset Wallets as belonging to CrossTower.
CrossTower may not grant a security interest in the Digital Asset held in
your Digital Asset Wallet. Except as required by a facially valid court
order, or except as provided herein, CrossTower will not sell, transfer,
loan, hypothecate, or otherwise alienate Digital Asset in your Digital
Asset Wallet unless instructed by you. Notwithstanding the foregoing, you
acknowledge and agree that in the event that there are outstanding amounts
owed to us hereunder, including in your CrossTower Account, CrossTower
reserves the right to debit your CrossTower Account and/or to withhold
amounts from funds you may transfer into such CrossTower Account.

5.11.1 Control.

You are always in control of the Digital Assets held in your CrossTower
account.. However, Digital Assets held in your CrossTower account are
protected by private keys which CrossTower manages on your behalf. You may
withdraw your Digital Assets at any time to separate blockchain wallets
which you control that are not hosted or maintained by CrossTower.

5.11.2 Acknowledgement of Risk.

You accept and understand that Digital Asset(s) in your CrossTower account
do not qualify for insurance and/or protection by the Federal Deposit
Insurance Corporation (“FDIC”) or the Securities Investor Protection
Corporation (“SIPC”).

5.12 Digital Assets Not Segregated.

CrossTower may hold your Digital Assets in shared blockchain addresses.

5.13 Downtime and Maintenance.

CrossTower may have scheduled and unscheduled maintenance. You agree and
understand that part of or all of CrossTower may be periodically
unavailable during such times (collectively, “Downtime”).
You acknowledge and agree that CrossTower is not responsible or liable
during periods of Downtime. During such periods of Downtime, the prices of
various Digital Assets may move, which means that you may gain or lose
value in your Digital Asset Account. CrossTower is not responsible for
those gains or losses resulting from the Downtime.

5.14 Fees.

CrossTower may earn fees when you purchase or sell digital assets on our
platform. These fees are subject to change at any time. You agree to pay
all applicable fees when you are using the CrossTower platform. For a list
of all fees, please go to the following website:

6. General Use, Prohibited and Termination.

6.1 License.

We grant you a limited, nonexclusive, non-transferable license, subject to
the terms of this Agreement, to access and use the CrossTower Site and our
related materials (together, the “Content”) only for
approved purposes as permitted by CrossTower from time to time. Any other
use of the Content is expressly prohibited. CrossTower retains any and all
other rights, title, and interest in the Content. No part of the Content
may be copied, photocopied, reproduced, translated or reduced to any
electronic medium or machine-readable form, in whole or in part, without
prior written consent of CrossTower. Any other reproduction in any form
without the permission of CrossTower is prohibited. All materials contained
on this site are protected by United States copyright law and may not be
reproduced, distributed, transmitted, displayed, published or broadcast
without the prior written permission of CrossTwoer. By using this website,
you hereby agree you will not copy, transmit, distribute, sell, license,
reverse engineer, modify, publish, or participate in the transfer or sale
of, create derivative works from, or in any other way exploit any of the
Content, in whole or in part. “CrossTower ” and all logos related to the
CrossTower Services or displayed on the CrossTower Sites are either
trademarks or registered marks of CrossTower or its licensors. You may not
copy, imitate or use our logs without CrossTower’s prior written consent.

6.2 Website Accuracy.

Although we intend to provide accurate and timely information on the
CrossTower Site, the CrossTower Site (including, without limitation, the
Content) may not always be accurate, complete or current and may also
include technical inaccuracies or typographical errors. In an effort to
continue to provide you with as complete and accurate information as
possible, information may be changed or updated from time to time without
notice, including without limitation information regarding our policies,
products and services. Accordingly, you should verify all information
before relying on it, and all decisions based on information contained on
the CrossTower Site are your sole responsibility and we shall have no
liability for such decisions. Information provided by third parties,
including historical price and supply data for Digital Assets, is for
informational purposes only and CrossTower makes no representations or
warranties to its accuracy. Links to third-party materials (including
without limitation websites) may be provided as a convenience but are not
controlled by us. You acknowledge and agree that we are not responsible for
any aspect of the information, content, or services contained in any
third-party materials or on any third-party sites accessible or linked to
the CrossTower Site. If you need specific details about any information
contained in CrossTower Site, you should contact us at
[email protected]

6.3 Prohibited Use.

In connection with your use of the CrossTower Services, and your
interactions with other users, and third parties you agree and represent,
you will not engage in any Prohibited Business or Prohibited Use, as
defined under Appendix 1. We reserve the right at all times to monitor,
review, retain and/or disclose any information provided by you as necessary
to satisfy any Applicable Law, regulation, sanctions programs, legal
process, governmental request or in our process of risk management. We may
cancel and/or suspend your CrossTower Account and/or block transactions or
freeze funds immediately and without notice to you if we determine, in our
sole discretion, that your CrossTower Account is associated with a
Prohibited Use and/or a Prohibited Business or if we determine that you
have violated any Applicable Law, regulation, sanctions programs, legal
process, CrossTower risk management threshold, as determined by CrossTower
in its sole discretion, or pursuant to a governmental request.

6.4 Third Party Applications.

If, to the extent permitted by CrossTower from time to time, you grant
express permission to a third party to access or connect to your CrossTower
Account, you will notify CrossTower at [email protected] We will
grant you express written permission to have such third party access or to
connect to your CrossTower Account based upon our internal procedures. You
are not to allow a third party without this permission. You acknowledge
that granting permission to a third party to take specific actions on your
behalf does not relieve you of any of your responsibilities under this
Agreement. You are fully responsible for all acts or omissions of any third
party with access to your CrossTower Account. Further, you acknowledge and
agree that you will not hold CrossTower responsible for, and will indemnify
CrossTower from, any liability arising out of or related to any act or
omission of any third party with access to your CrossTower Account.

6.5 Transaction Limits.

The use of all CrossTower Services is subject to a limit on the amount you
may withdraw in a given period (e.g., daily, weekly and monthly). Your
transaction limits may vary depending on your identity verification level
and other factors. CrossTower reserves the right to change applicable
limits as we deem necessary in our sole discretion. If you wish to raise
your limits beyond the posted amounts, you may contact us at
[email protected] We may require you to submit additional information
about yourself or your business, provide records, and arrange for meetings
with CrossTower staff (such process, “ Enhanced Due Diligence”). CrossTower reserves the
right to
charge you costs and fees associated with Enhanced Due Diligence, provided
that we notify you in advance of any such charges accruing. In our sole
discretion, we may refuse to raise your limits or we may lower your limits
at a subsequent time even if you have completed Enhanced Due Diligence.

6.6 Termination and Cancellation.

You agree and understand that we have the right to immediately (i)
suspend your account and all accounts beneficially owned by you and any
members of your household or for which you are a representative or
authorized signatory and, in the case of entities, any affiliates
(each, a “Related Account”), (ii) freeze/lock the
funds and assets in all such accounts, and (iii) suspend your access to
the CrossTower Site until a determination has been made, if we suspect,
in our sole discretion, you and/or any such accounts to be in violation

(a) any provision of this User Agreement;

(b) any Applicable Laws;

(c) our Anti-Money Laundering Program (“AML Program”);

(d) our Prohibited Business or Prohibited Use policies; or

(e) CrossTower’s risk management policies, as determined by CrossTower in
its sole discretion, which internal policies are subject to change from
time to time.

You further agree and understand that we have the right to immediately (i)
suspend your account and any Related Account, (ii) freeze/lock the funds
and assets in all such accounts, and (iii) suspend your access to
CrossTower until a determination has been made, if:

(a) The account has a negative balance for any reason;

(b) We believe there is unusual activity in the account;

(c) We are so required by a subpoena, court order, or binding order of a
government authority;

(d) We believe someone is attempting to gain unauthorized access to your
CrossTower Account;

(e) The account has a balance that needs to be reconciled for any reason;

(f) We believe someone is attempting to gain unauthorized access to the

(g) We believe you are using CrossTower, your login credentials, or other
account information in an unauthorized or inappropriate manner; or

(h) For any reason that in our sole discretion is necessary to manage the
risk to CrossTower.

If your account has been suspended, you will be notified when accessing
CrossTower. We may, in our sole discretion, give written notice that your
account has been suspended and may, in our sole discretion, disclose the
reasons for suspension, if permitted to do so by law.

6.7 Receipt of Wrong Information.

If you receive information about another user through the CrossTower
Services, you may not disclose or distribute a user’s information to a
third party. You may not use the information except as reasonably necessary
to effectuate a transaction and other functions reasonably incidental
thereto (such as support, reconciliation and accounting) without the user’s
express consent to do so. You may not send unsolicited email to a user
through the CrossTower Services. If you believe that you have received such
information in error, please notify CrossTower immediately at
[email protected] Please delete information that you receive in error
after notifying CrossTower.

6.8 Death of Account Holder.

Closing an account after a death can feel daunting, but CrossTower will do
our best to make the process as simple as we can. For security reasons, if
we receive legal documentation confirming your death or other information
leading CrossTower to believe you have died, we will freeze your CrossTower
Account. After such time, no transactions may be completed until:(i) your
designated fiduciary has opened (pursuant to our typical on-boarding
process) and transferred your assets to a new CrossTower Account, or (ii)
CrossTower has received proof in a form satisfactory to us that your death
was an error. If we have reason to believe you may have died but we do not
have proof of your death in a form satisfactory to us, you authorize us to
make inquiries, whether directly or through third parties, that we consider
necessary to ascertain whether you have died. By acknowledging this
Agreement, you are hereby providing written consent for us to conduct this
query. If CrossTower determines that there is uncertainty with respect to
your fiduciary, CrossTower reserves the right to require an order resolving
such issue from a court of competent jurisdiction before taking any action
relating to your CrossTower Account.


6.9 Unclaimed Property.

If CrossTower is holding funds in your account, and CrossTower is unable to
contact you and has no record of your use of the Services for several
years, applicable state law may require CrossTower to report these funds as
unclaimed property to the applicable jurisdiction. If this occurs,
CrossTower will try to locate you at the address shown in our records, but
if CrossTower is unable to locate you, it may be required to deliver any
such funds to the applicable state or jurisdiction as unclaimed property.

7. Contact CrossTower.

7.1 Contact.

If you have any questions, feedback or complaints, notify CrossTower at
[email protected] When you contact us please provide us with your
name, address, and any other information we may need to identify you,
your CrossTower Account, and the transaction on which you have
feedback, questions, or complaints.

8. Governing Law; Submission to Jurisdiction; Arbitration.

If you have a dispute with CrossTower, we will attempt to resolve any such
disputes through our support team. If we cannot resolve the dispute through
our support team, you and we agree that any controversy, claim or dispute
arising out of or relating to this Agreement shall be settled SOLELY AND EXCLUSIVELY BY BINDING
, on an
individual basis in Newark, New Jersey administered by Judicial Arbitration
and Mediation Services (“JAMS”) and conducted in English. Such arbitration
shall be conducted in accordance with the then prevailing JAMS Streamlined
Arbitration Rules & Procedures, with the following exceptions to such
rules if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each
party to the arbitration will pay an equal share of the expenses and fees
of the arbitrator, together with other expenses of the arbitration incurred
or approved by the arbitrator; and (c) arbitration may proceed in the
absence of any party if written notice (pursuant to the JAMS’ rules and
regulations) of the proceedings has been given to such party. Each party
shall bear its own attorney’s fees and expenses. The Parties agree to abide
by all decisions and awards rendered in such proceedings. Such decisions
and awards rendered by the arbitrator shall be final and conclusive. All
such controversies, claims or disputes shall be settled in this manner in
lieu of any action at law or equity. IF FOR ANY REASON THIS ARBITRATION
OTHER COURT IN ANY OTHER JURISDICTION. You irrevocably and unconditionally
waive any objection that it you now or hereafter have to the laying of
venue of any action or proceeding arising out of or relating to this
Agreement in the courts referred to in this Section 8.

9. Security and Data Privacy.

9.1 Personal Data.

You acknowledge that we may process personal data in relation to you
(if you are an individual), and personal data that you have provided or
in the future provide to us in relation to your employees and other
associated or other individuals, in connection with this User
Agreement, or the CrossTower Services. Accordingly, you represent and
warrant that: (i) your disclosure to us of any personal data relating
to individuals other than yourself was or will be made in accordance
with all applicable data protection and data privacy laws, and those
data are accurate, up to date and relevant when disclosed; (ii) before
providing any such personal data to us, you have read and understood
our Privacy Policy, which is available at
https:/, and, in the case of personal data
relating to an individual other than yourself, have (or will at the
time of disclosure have) provided a copy of that Privacy Policy (as
amended from time to time), to that individual; and (iii) if from time
to time we provide you with a replacement version of the Privacy Policy
you will promptly read that notice and provide a copy to any individual
whose personal data you have provided to us.

9.2 Security Breach.

If you suspect that your CrossTower Account or any of your security details
have been compromised or if you become aware of any fraud or attempted
fraud or any other security incident (including a cyber-security attack)
affecting you and/or CrossTower (together a ” Security Breach“), you must notify CrossTower
Support as
soon as possible at [email protected] You must take any steps that we
require to reduce, manage or report any Security Breach. Failure to provide
prompt notification of any Security Breach may be taken into account in our
determination of the appropriate resolution of the matter.

9.3 Account Security.

You understand and agree that you are responsible for the security on
your system. We urge you to consider maintaining security on your
system, platform or device. We may institute any of the below as
required. Ways in which to do that are as follows (which are
suggestions and not advice):

– Secure the email account that you are using for the CrossTower
platform via software token or hardware token

– Generate a completely unique password to the CrossTower platform that
has never been used on any other online service

– Enable two factor authentication via a software token or hardware

– Whitelist addresses that you can verifiably withdraw to

– You have the ability to terminate all logged-in sessions across all

– Restrict API key access

9.4 Computer Viruses.

We shall not bear any liability, whatsoever, for any damage or
interruptions caused by any spyware, scareware computer viruses, Trojan
horses, worms or other malware that may affect your computer or other
equipment, or any phishing, spoofing or other attack. We advise the regular
use of a reputable and readily available virus screening and prevention
software. You should also be aware that SMS and email services are
vulnerable to spoofing and phishing attacks and should use care in
reviewing messages purporting to originate from CrossTower. Always log into
your CrossTower Account through the CrossTower Site to review any
transactions or required actions if you have any uncertainty regarding the
authenticity of any communication or notice.

9.5 API Utilization.

CrossTower may, at its sole discretion, set limits on the number of API
calls that you can make, for example, to maintain integrity and market
stability. You acknowledge and agree that if you exceed these limits,
CrossTower may moderate your activity or cease offering you access to
the API. CrossTower may immediately suspend or terminate your access to
the API without notice if it believes you are in violation of the terms
of this User Agreement, including any appendixes, or any other
agreement which may be in place between you and CrossTower related to
your use of the API.

10. General Terms.

10.1 Limitation of Liability; No Warranty; Class Action Waiver.




CrossTower makes no guarantees regarding the accuracy, timeliness or
completeness of the historical price data regarding supported digital
assets available on the CrossTower Site.

IF YOU ARE A NEW JERSEY RESIDENT, the contents of this Section apply only
to the extent permitted under New Jersey law.

10.2 Indemnification.

You agree to indemnify and hold CrossTower, its affiliates and service
providers, and each of its or their respective officers, directors,
agents, joint venturers, employees, consultants and representatives
(collectively, the “Indemnified Parties”), harmless
from any claim or demand (including attorneys’ fees and any fines, fees
or penalties imposed by any regulatory authority) arising out of or
related to (i) your use, misuse, or inability to use the CrossTower
Site or the CrossTower Services; (ii) your breach of this User
Agreement, or (iii) your violation of any law, rule or regulation, or
the rights of any third party.

To the maximum extent permitted by applicable law, you hereby
discharge, acquit, and otherwise release the Indemnified Parties, from
any claim or demand (including attorneys’ fees and any fines, fees or
penalties imposed by any regulatory authority) arising out of or
related to the use of the CrossTower Sites, and the CrossTower
Services, including, but not limited to, claims relating to the
following: negligence, gross negligence, intentional interference with
contract or advantageous business relationship, defamation, privacy,
publicity, misrepresentation, any financial loss not due to the fault
of CrossTower, the CrossTower Site, false identities, fraudulent acts
by others, invasion of privacy, release or misuse of personal
information, disputes with other users of the CrossTower Services,
failed transactions, purchases or functionality of the CrossTower
Sites, unavailability of the CrossTower Sites, its functions and/or the
CrossTower Services and any other technical failure that may result in
inaccessibility to the CrossTower Sites, or the CrossTower Services, or
any claim based on vicarious liability for torts committed by users
encountered or transacted with or through the CrossTower Sites, or the
CrossTower Services, including, but not limited to, fraud, computer
hacking, theft or misuse of personal information, assault, battery,
stalking, rape, cheating, perjury, manslaughter, or murder. The above
list is intended to be illustrative only, and not exhaustive of the
types or categories of claims released by you. This release is intended
by the parties to be interpreted broadly in favor of CrossTower, and
thus any ambiguity shall be interpreted in a manner providing release
of the broadest claims. This release is intended to be a full release
of claims, and the parties acknowledge the legally binding nature of
this provision, and the nature of the rights given up in connection

10.3 Class Action Waiver.


10.4 Acknowledge and Agreement to Operational Challenges.

You are aware of and accept the risk of operational challenges.
CrossTower may experience sophisticated cyber-attacks, unexpected
surges in activity or other operational or technical difficulties that
may cause interruptions to the CrossTower Services. You understand that
the CrossTower Services may experience operational issues that lead to
delays, including delays redeeming digital assets. You agree to accept
the risk of transaction failure resulting from unanticipated or
heightened technical difficulties, including those resulting from
sophisticated attacks. You agree not to hold CrossTower accountable for
any related losses.

11. Miscellaneous.

11.1 Entire Agreement.

This User Agreement is the complete and exclusive agreement between the
parties with respect to the subject matter hereof, superseding and
replacing all prior agreements, communications, and understandings (both
written and oral) regarding such subject matter.

11.2 Force Majeure.

In no event will we be liable or responsible to you, or be deemed to have
defaulted under or breached this User Agreement, for any failure or delay
in fulfilling or performing any term of this User Agreement, when and to
the extent such failure or delay is caused by any circumstances beyond such
party’s reasonable control (a “Force Majeure Event”),
including acts of God, flood, fire, earthquake or explosion, war,
terrorism, pandemic, invasion, riot or other civil unrest, embargoes or
blockades in effect on or after the date of this Agreement, national or
regional emergency, strikes, labor stoppages or slowdowns or other
industrial disturbances, passage of law or any action taken by a
governmental or public authority, including imposing an embargo, export or
import restriction, quota, or other restriction or prohibition or any
complete or partial government shutdown, or national or regional shortage
of adequate power or telecommunications or transportation.

11.3 Headings.

The headings in this User Agreement are for reference only and do not
affect the interpretation of this User Agreement.

11.4 Assignment.

You may not assign any rights and/or licenses granted under this User
Agreement. We reserve the right to assign our rights without restriction,
including without limitation to any CrossTower affiliates or subsidiaries,
or to any successor in interest of any business associated with the
CrossTower Services. In the event that CrossTower is acquired by or merged
with a third party entity, we reserve the right, in any of these
circumstances, to transfer or assign the information we have collected from
you as part of such merger, acquisition, sale, or other change of control.
Any attempted transfer or assignment in violation hereof shall be null and
void. Subject to the foregoing, this User Agreement will bind and inure to
the benefit of the parties, their successors and permitted assigns.

11.5 Survival.

All provisions of this User Agreement which by their nature extend beyond
the expiration or termination of this User Agreement, including, without
limitation, sections pertaining to suspension or termination, CrossTower
Account cancellation, debts owed to CrossTower, general use of the
CrossTower Site, disputes with CrossTower, indemnity and general
provisions, shall survive the termination or expiration of this User

All provisions contained in these Terms including sections relating to
suspension or termination, debts owed to CrossTower, user account
cancellation, use of the CrossTower Site and disputes with CrossTower shall
be preserved even if these Terms expire or are terminated.

11.6 Waiver.

Our failure or delay in exercising any right, power or privilege under this
User Agreement shall not operate as a waiver thereof.

11.7 Severability.

If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal, or unenforceable, such provision will be
changed and interpreted to modify this Agreement so as to effect the
original objectives of the provision in order that the transactions
contemplated hereby be consummated as originally contemplated to the
greatest extent possible.

11.8 Defined Terms.

“API” is defined in the API Agreement

“Applicable Laws” means (a) any domestic or foreign statute, law (including
common and civil law), treaty, code, ordinance, rule, regulation,
restriction; (b) any judgement, order, writ, injunction, decision, ruling,
decree or award; (c) any regulatory policy, practice, guideline, guidance,
interpretation, custom or directive or internal CrossTower policy or
procedure; or (d) any qualification, authorization, consent, exemption,
waiver, right, permit or other approval of any governmental authority, in
each case, applicable to a User.

“AML Program” is defined in Section 6.6

“Content” is defined in Section 6.1

“CrossTower Account” is defined in Section 5.3

“CrossTower’s Privacy Policy” is defined in Section 5.4

“Digital Asset Transaction” is defined in Section

“Digital Asset Wallet” is defined in Section

“Digital Asset” is defined in Section

“Downtime” is defined in Section 5.13

“Enhanced Due Diligence” is defined in Section 6.5

“FDIC” is the Federal Deposit Insurance Corporation

“Force Majeure Event” is defined in Section 11.2

“Indemnified Parties” is defined in Section 10.2

“JAMS” is defined in Section 8

“Prohibited Businesses” is defined in Appendix 1

“Prohibited Transaction” means any transaction in violation of Applicable

“Prohibited Use” is defined in Appendix 1

“Related Account” is defined in Section 6.6

“Security Breach” is defined in Section 9.2

“Services” is defined in Section 1

“SIPC” is the Securities Investor Protection Corporation

“Terms” is defined in Section 1

“User Agreement” is defined in Section 1

APPENDIX 1: Prohibited Use And Businesses, Conditional Use and Clearly
Erroneous Transaction Policy

Prohibited Use

You may not use your CrossTower Account(s) to participate in specific
activities (“Prohibited Uses“).

The specific types of use and activities listed below are
representative, but not exhaustive.

If you are uncertain as to whether your use of CrossTower Services involves
a Prohibited Use or have questions about how these requirements apply to
you, please contact us at [email protected]. By
opening a CrossTower Account, you agree that you will not use your Account
to do any of the following:

Unlawful Activity
: Activity which would violate or assist in violation of Applicable Law
including, statutes, ordinances, regulations, sanctions programs
administered in jurisdictions where CrossTower conducts business, including
the U.S. Department of Treasury’s Office of Foreign Assets Control
(“OFAC”), or which would involve proceeds of any unlawful activity; publish
or distribute any unlawful material or information.

Abusive Activity
: Actions which impose an unreasonable, excessive or disproportionately
large load on our infrastructure, or detrimentally interfere with,
intercept, exploit, or expropriate any critical and/or non-critical system,
data, or information that CrossTower interacts with or might interact with;
transmit or upload materials to the CrossTower Site that contains viruses,
trojan horses, worms, malware, or any other harmful or deleterious software
programs; attempt to gain unauthorized access to the CrossTower Site, other
CrossTower User or Administrator Accounts, computer systems or networks
connected to the CrossTower Site through password theft or any other
malicious means; impersonate another party to access or use the CrossTower
Site, except in the case of specific merchants and/or applications which
are explicitly authorized by a user to access the user’s CrossTower Account
and information; or transfer your account access or rights to a third
party, unless deemed appropriate by law or with the express permission of

Abuse Other Users
: Interfere with another individual’s or entity’s access to or use of any
CrossTower Services, including API and Market Data services; defame, abuse,
exploit, extort, harass, threaten or otherwise violate, infringe or
interfere with the legal rights (such as, but not limited to, rights of
privacy, publicity, intellectual and digital property) of others; incite,
threaten, facilitate, promote, or encourage hatred, including racial
intolerance, or violent acts against others; harvest or collect information
from the CrossTower Site about others, including but not limited to, names,
address, email addresses, and more without proper consent.

: Activity which operates to defraud CrossTower, CrossTower Users,
CrossTower Partners or any other person or legal entity; provide any false,
fictitious, inaccurate, or misleading information to CrossTower.

: Lotteries; giveaways; bidding fee auctions; sports forecasting or odds
making; fantasy sports leagues with cash or monetary prizes; internet
gaming; contests; sweepstakes; games of chance or luck; animal betting,
wager or competition.

Intellectual Property Infringement
: Engage in transactions involving items that infringe or violate any
copyright, trademark, right of publicity or privacy or any other
proprietary right under jurisdictional law, including but not limited to
sales, distribution, dissemination, or access to counterfeit music, movies,
software, digital goods or services, or other licensed materials without
the appropriate authorization or express permission from the respective
rights holder; use of CrossTower’s intellectual or private or public
property, title, marketing campaign, name, or logo, including use of
CrossTower’s trade or service marks, without express consent or permission
from CrossTower or in a manner that otherwise irreparably harms the
CrossTower brand; any action that implies an untrue endorsement by or
affiliation with CrossTower

Prohibited Businesses

In addition to the Prohibited Uses above, the following categories of
businesses, enterprises, activities, business practices, and sale items are
prohibited from engaging with CrossTower Services (” Prohibited Businesses“). Most
Prohibited Businesses
categories are imposed by card network rules and limitations or the
requirements imposed on CrossTower by our banking providers or processors.
The specific types of use listed below are representative, but not
exhaustive. If you are uncertain as to whether your use of CrossTower
Services involves a Prohibited Businesses, and/or have questions about how
these requirements apply to you, please contact us at
[email protected]

By opening a CrossTower Account, you confirm that you will not use
CrossTower Services in connection with any of following businesses,
enterprises, activities, business practices, or sale items:

Games/Activities of Skill
: Any games or activities which are not defined as Gambling under this
Agreement or by law, but which may require an entry fee and an award prize,
monetary or not.

Investment and Credit Services
: Securities brokers; mortgage consulting or debt reduction/refinancing
services; credit counseling or repair; real estate marketing opportunities;
investment schemes or strategies.

Restricted Financial Services
: Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement
: Sales, distribution, dissemination or access to counterfeit music,
movies, digital goods or services, software, or other licensed materials
without the appropriate authorization and express permission from the
rights holder.

Counterfeit or Unauthorized Goods
: Unauthorized or illegal sale or resale of brand name or designer products
or services; sale of goods or services that are unauthorized, illegally
imported, exported or which are stolen or which attempt to mimic another
entity’s product(s).

Regulated Products and Services
: Marijuana dispensaries and related businesses; sale of tobacco,
e-cigarettes, e-liquid and other nicotine related products; online
prescription, pharmaceutical or medical services; age restricted goods or
services; weapons and munitions which can potentially cause bodily harm;
fireworks and related goods; toxic, flammable, and radioactive materials;
products and services with varying legal status on a state-by-state or
country-by-country basis.

Drugs and Drug Paraphernalia
: Sale of narcotics, stimulants, opioids, controlled substances, and any
equipment designed for making or using drugs, such as bongs, vaporizers,
rolling paper and hookahs or the like.

: Pharmaceuticals, supplements, vitamins and other products that make
health or body enhancements claims that have not been approved or verified
by the applicable local and/or national regulatory body.

Adult Content and Services
: Pornography and other obscene or crude materials (including literature,
imagery, videos and other media); sites offering any sexually-related,
explicit or age-restricted services such as prostitution, escorts and
pay-per view.

Multi-level Marketing
: Pyramid schemes, network and referral marketing programs and their

Unfair, Predatory or Exploitative Practices
: Investment opportunities or other services that promise high rewards,
both long and short periods of time; sale or resale of a service without
benefit or monetary compensation to the buyer; resale of government
offerings without explicit authorization or benefit to the buyer; any site
or sites that CrossTower determines to be unfair, deceptive, exploitative
or predatory towards consumers.

High Risk Businesses
: Any businesses that we believe poses elevated, unwelcome or unfavorable
financial or legal risk, legal liability, or violates card network or bank

Conditional Use

Express written consent and approval from CrossTower must be obtained prior
to using CrossTower Services for the following categories of business
and/or use (“Conditional Uses“). Consent may be requested
by contacting us at [email protected] CrossTower may also require you
to agree to additional conditions or terms or limitations, make
supplemental representations and warranties, complete enhanced on-boarding
and verification procedures, and operate subject to restrictions if you use
CrossTower Services to engage with any of following enterprises,
businesses, activities, practices, or acts:

Money Services
: Money transmitters or exchanges, Digital Asset transmitters or exchanges;
fiat currency or Digital Asset exchanges; gift cards; prepaid cards; sale
of in-game digital assets unless the merchant is the operator of the
virtual world; act as a payment intermediary or aggregator or otherwise
resell or repackage any of the CrossTower Services for monetary
transportation purposes.

: Acceptance of donations for non-profit enterprises or entities.

Religious/Spiritual Organizations
: Operation of a for-profit religious or spiritual organization.

Clearly Erroneous Transactions Policy

A “clearly erroneous transaction” (a “CRT”) occurs when a
user submits an order, and that order is executed, at a price or quantity
inconsistent with the prevailing settlement price for a specific digital
asset on the platform. CrossTower and its employees will review
questionable transactions on its platform in the interest of preserving the
integrity and fairness of the market.

A User of CrossTower’s trading system platform constitutes its executory
acceptance of CrossTower’s right to modify or to cancel transactions in
accordance with this policy and guidelines.

Notification of Clear Error
: If a User receives an execution of an order that was entered in error
(e.g., in terms of price, quantity or symbol), the client may contact
CrossTower and request that the transaction be reviewed pursuant to the
Clearly Erroneous Transactions Policy.

Clients should submit requests to review transactions within 20 minutes of
execution of such transactions. Requests received after such time period
may be reviewed depending on the facts and circumstances surrounding such
request; however, CrossTower reserves the right to decline to review any
request submitted more than 20 minutes after execution.

Transaction Reviews Initiated by CrossTower
:CrossTower reserves the right to initiate a review of a transaction,
regardless of whether or not a client request has been submitted, if it
determines in its sole discretion that circumstances warrant such a review.
Such circumstances may include, but are not limited to, system malfunctions
(either internal or those in another market center affecting all market
participants) or regulatory inquiries. In such instances, CrossTower may
notify clients that a transaction will be reviewed pursuant to the Clearly
Erroneous Transactions Policy.

Adjudicating Transactions
: In the event that CrossTower designated persons determine that a material
term of a reviewed transaction is clearly erroneous, said designated
persons shall have the authority to declare that the transaction is null
and void or modify one or more terms of the transaction.

A final determination generally will be made within an twenty-four hour
period of a request being submitted. CrossTower will promptly provide oral
notification of a determination to the parties involved in a disputed

Rules Applicable to All Clearly Erroneous Requests
: Each request will be considered on a case-by-case basis. Once a request
is filed, it cannot be withdrawn without the consent of both parties. Users
acknowledge and agree that certain transactions if already executed to the
blockchain are irreversible and that this policy does not apply in that

CrossTower reserves the right to amend this policy and any other at any
time by providing a revised version on our website. The revised version is
effective at the posted time and we will provide you with prompt notice of
any material changes via our website.








APPENDIX 2: Trading Rules

Trading Rules

CrossTower offers to its clients an Order Book for every Trading Pair
(composed of BaseAsset and Quote Asset) accessible for trade through the
web-interface (WI) or the API. CrossTower’s Trading Rules Policy outlines
the Trading Rules that govern Orders placed on the CrossTower Order Books.
To view CrossTower’s Trading Rule Policy please visit:


CrossTower reserves the right to amend this policy and any other at any
time by providing a revised version on our website. The revised version is
effective at the posted time and we will provide you with prompt notice of
any material changes via our website.

APPENDIX 3: Verification Procedures and Limits

Verification Procedures and Limits


As a regulated financial service company operating in the US, CrossTower is
required to identify users on our platform. This ensures we remain in
compliance with KYC/AML laws in the jurisdictions which we operate in and
is necessary for us to legally be able to offer digital asset exchange
services to our customers. CrossTower collects and verifies information
about you in order to:

Protect CrossTower and its customer community from fraudulent users,

Keep accurate records about CrossTower’s customers.

Your daily or weekly Conversion limits, CrossTower deposit, withdrawal and
trading limits are based on the identifying information and/or proof of
identity you provide to CrossTower.

All U.S. customers who wish to use CrossTower Services are required to
establish a CrossTower Account by:

Providing your name and valid email address, a password and your state
or country of residence;

Certifying that you are 18 years of age or older;

Accepting CrossTower’s UserAgreement and Privacy Policy, and

Verifying your identity by submitting the following information and any
corresponding documentation:

– Name

– Date of Birth (DOB)

– Physical address

– SSN (or ID # from gov’t issued ID)

– Source of funds

– Income/employment information (US only)

– Explanation of activity (US only)

All U.S. customers who wish to send and receive Digital Asset via the
respective blockchain network are required to:

Submit a copy of an acceptable form of identification (i.e. passport,
state driver’s license, or state identification card),

Submit a picture of yourself from your webcam or mobile phone, and

Provide proof of residence.

Excluding these minimum verification procedures for the referenced
services, CrossTower may require you to provide or verify additional
information, or to wait some amount of time after completing a transaction,
before permitting you to use any CrossTower Services, including permitting
you to engage in transactions beyond typical and defined volume limits. You
may view your volume limits by visiting your account’s Limits page.

You may contact CrossTower to request larger limits. As part of the
process, CrossTower will require you to submit to Enhanced Due Diligence.
Additional fees and costs may apply, and CrossTower does not guarantee that
we will raise your limits.

CrossTower reserves the right to amend this policy and any other at any
time by providing a revised version on our website. The revised version is
effective at the posted time and we will provide you with prompt notice of
any material changes via our website.

APPENDIX 4: E-Sign Disclosure and Consent

This policy describes how CrossTower communicates with you electronically.
CrossTower reserves the right to amend this policy and any other at any
time by providing a revised version on our website. The revised version is
effective at the posted time and we will provide you with prompt notice of
any material changes via our website.

Electronic Delivery of Communications:

You agree and consent to receive electronically all communications, Terms
of Use, documents, notices and disclosures (collectively, “Communications”)
that we provide in regards to your CrossTower Account(s) and your use of
CrossTower Services. Communications include:

– Terms of use and policies you agree to (e.g., the CrossTower Terms of Use
and Privacy Policy), including updates to these Terms or policies;

– Account details, history of events, transaction receipts, number of
confirmations, and any other Account or transaction information;

– Legal, regulatory, and tax disclosures or statements we may be legally
required to make available to you; and

– Responses to customer support inquiries you file in connection with your

We will provide these Communications to you by making them available on the
CrossTower website, emailing them to you at the primary email address
specified in your CrossTower profile, communicating to you via instant chat
and/or messaging, and/or through other electronic communication mediums
such as text message or mobile push notification.

Hardware and Software Requirements:

In order to access and retain electronic Communications we make available,
you will need the following computer hardware and software:

– A device with an Internet connection;

– A current web browser that includes, at a minimum, 128-bit encryption
(e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and
above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies

– A valid email address (your primary email address on file with
CrossTower); and

– Sufficient storage space to save past Communications or a printer to
print them.

How to Withdraw Your Consent:

You may withdraw your consent to receive Communications electronically by
contacting us at [email protected] If you withdraw your consent to
receive Communications electronically, CrossTower reserves the right to
immediately close your Account or charge you additional fees for paper
(hard) copies of these Communications.

Updating your Information:

It is your responsibility to provide us with a current and accurate email
address and current contact information, and to keep such information up to
date in a timely manner. You understand and agree that if CrossTower sends
you an electronic Communication but you do not receive it because your
primary email address on file is inaccurate, not current, overlooked,
blocked by your email service provider, or you are otherwise unable to
receive electronic Communications, CrossTower will be deemed to have
provided the Communication to you.

You may update your information by logging into your account and visiting
settings or by contacting our support team at [email protected]


Appendix 5: API Agreement

API Agreement

Welcome to the CrossTower API:

Welcome! Thanks for visiting CrossTower, a digital asset platform
operated by and proprietary to CrossTower Inc. ( “CrossTower”). You agree and understand
that by
accessing or using CrossTower’s application programming interface (the
“API”), you are agreeing to enter into this API agreement (the “API
Agreement”) by and between you and CrossTower Inc., and be legally
bound by its terms and conditions, so please read them carefully. If
any term or condition of this API Agreement is unacceptable to you,
please do not use our API. Use of the words “we,” “us,” or “our” in
this API Agreement refers to CrossTower Inc. and any or all of its

Using Our API:

By accessing or using CrossTower’s API, you represent and affirm that
you are at least 18 years old, have the legal capacity to enter into
this API Agreement by and between you and CrossTower Inc., and agree to
be legally bound by the terms and conditions of this API Agreement in
their entirety.

You agree and understand that this API Agreement is subject to the
terms and conditions set forth in our User Agreement;
for the avoidance of doubt, this includes the terms and conditions set
forth in the ‘General Provisions’ section of our User Agreement, which
also govern this API Agreement. In case of conflict, the User Agreement
shall control. You further agree and understand that the defined terms
used in this API Agreement, if defined in our User Agreement, shall
have the meanings set forth in our User Agreement.

Your use of our API must comply with our User Agreement, which is
available above.

Feel free to print and keep a copy of this API Agreement, but please
understand that we reserve the right to change any of these terms and
conditions at any time. But don’t worry, you can always find the latest
version of this API Agreement here on this page.

You agree and understand that by accessing or using CrossTower’s API
following any change to this API Agreement, your access or use of
CrossTower’s API shall constitute your agreement to the amended API
Agreement by and between you and CrossTower Inc., and you agree to be
legally bound by its terms and conditions as amended. You should,
therefore, read this API Agreement from time to time. If you do not
agree to be bound by this API Agreement, you should not access or use
CrossTower’s API.


Subject to the terms and conditions set forth in this API Agreement, we
hereby grant to you a non-assignable, non-exclusive, worldwide, and
royalty-free limited license to use our API. You may not use our API if
(i) you are not at least 18 years old and do not have the legal
capacity to enter into this API Agreement by and between you and
CrossTower Inc., (ii) you are a person barred from using our API under
the applicable laws of the United States or other countries, including
the country in which you are resident or from which you use our API,
and (iii) you do not agree to be legally bound by the terms and
conditions of this API Agreement in their entirety.


Our API documentation is available here:

Account Data and Transactions:

If you would like to use our API to access data specific to your User
Account and its related CrossTower Account, such as account balances or
transaction history (collectively, “Account Data”), or to perform
certain actions, such as placing orders on CrossTower, you will need an
API key. You can create API keys here:


CrossTower reserves the right to amend this policy and any other at any
time by providing a revised version on our website. The revised version is
effective at the posted time and we will provide you with prompt notice of
any material changes via our website.

1. Privacy Statement

Your privacy is important to us. We are committed to the fair and transparent processing of our clients’,
consumers’ and website visitors’ information. Our Privacy Policy (“Policy”) governs your access and use of
websites produced and/or maintained by us (“Sites”). The Policy is designed to advise you about how we use,
protect and disclose the information we receive or collect about you, explains your privacy rights and how
you can manage the privacy of your information. Read the following information carefully.

Please note that this Policy does not govern the practices of third parties, such as our partners or third
party service providers. Any information that you provide to a third party while utilizing their website or
service will be governed by the third party’s privacy policy and/or terms of use. You should read all third
parties’ privacy policies and terms of use carefully before providing your personal information.

2. Information We Collect

Personal information is defined in this Policy to include any information that can be used to identify,
locate or contact you. It includes your name, physical address, email address, telephone number, and other
identifying information. It also includes other information that may be associated with your personal
information, such as your location, IP address, preferences or interests. We may collect your personal
information when you use our Sites to contact us, subscribe to our publications or register for firm events,
collectively referred to as “Services.” We only collect the personal information from you that you choose to
share with us through your use of the Sites.

We may also gather generic, or non-personal, information from our Sites’ visitors automatically, which does
not reveal a Site visitor’s identity. This includes the number and frequency of visitors to our Sites, the
specific CrossTower Sites visited, and the Sites clicked on, your language preferences for accessing our
Sites, your browser information and screen resolution, your device’s operating system and your network
service provider, among other information. We gather this information for limited internal purposes, such as
to track, customize and improve user experience with our Sites or Services.

3. How We Use Your Information

We will primarily use your information to provide you access to, and facilitate your: use of the Sites, or
contact with us, subscription to our publications and registration for firm events, where you access the
Sites for those purposes. Except as otherwise stated in this Policy, we will only use your personal
information solely for the purpose for which you submitted the information.

We will also use certain types of information to enhance the operations of our Sites, improve and
troubleshoot the performance of our Sites, statistically analyze use of the Sites, improve our marketing and
promotional efforts, and customize the content, layout, and performance of our Sites or Services. We may use
your information to assist us in delivering information and contacting you when needed (for example,
providing information about changes in our Sites or this Policy). Importantly, we may use your information
to resolve disputes, troubleshoot problems, and enforce our relevant agreements with you, including this
Policy and our Terms of Use.

4. Purposes For Which We Seek Your Consent

We may also ask for your consent to process your personal information for a specific purpose that we
communicate to you, for instance, to receive our newsletter and other such mailings you may be interested
in. When you consent to our processing your personal information for a specified purpose, you may withdraw
your consent at any time and we will stop processing of your personal information for that purpose.

5. How We Disclose or Share Your Information

We do not use or disclose personal information you provide on our Sites to any outside companies or parties
except for third-party service providers who perform functions on our behalf relating to our provision of
Services to you that you request through use of the Sites. We do not rent, sell or trade any of our mailing
lists. We provide you with the right to opt-out of receiving marketing and other discretionary
communications, and to update, supplement or delete your personal information.

We may also be required to disclose your information in response to a lawful and enforceable request by law
enforcement, judicial body, or other public authorities, or in connection with a legal obligation. In such
instances, we will disclose
your personal information upon receipt of a court order, subpoena, or other lawful and enforceable process,
or where otherwise required by law.

We reserve the right to report to law enforcement any information – including personal information – related
to the use of our Sites that we determine was used to further any unlawful activity or activity we in good
faith believe to be unlawful.

6. How We Protect Your Information

We employ reasonable and appropriate security measures to protect your personal information from loss,
misuse, unauthorized access, alteration, disclosure and destruction. While we strive to make your
information as secure as possible, no
transmission system or data network is completely secure. Therefore, by use of the Sites, you acknowledge
that there are data security and privacy limitations inherent in the Internet, and that the security,
integrity and privacy of any and all
information exchanged between you and us, cannot be guaranteed.

7. How Long We Keep Your Information

We keep your personal information to enable your continued use of the Services, for as long as it is
required in order to fulfill the relevant purposes described in this Privacy Policy, as may be required by
applicable law, as necessary to
protect our rights and interests, or as otherwise communicated to you.

8. International Transfers of Your Information

If you are visiting the Sites or utilizing Services from a country other than the United States or Canada,
the various communications you send and receive will necessarily result in the transfer of information
across international boundaries. If
you are located in the European Union you should be aware that information you provide or which is otherwise
collected on the Sites or through any Services rendered may be transferred to countries (including the
United States) which do not have
data protection laws deemed as adequate as those in the EU.

In cases where we need to transfer personal information outside the European Union, we shall ensure that
adequate safeguards, as required under applicable data protection legislation, will be implemented
(including, as applicable, the European
Commission’s Standard Contractual Clauses, as appropriate).

9. Your Privacy Rights

We will ensure that you can exercise your rights pertaining to your personal information, including rights
as provided by various data protection laws. Where applicable under relevant law, you are entitled:

  • To have access to your personal information upon simple request – that is, you
    may receive a copy of such data (if requested), unless such data is made directly available to you, for
    instance within your personal
  • To have access upon simple request, and free of charge, the categories and
    names of addresses of third parties that have received Personal Information for direct marketing
  • To obtain a rectification of your personal information should it be
    inaccurate, incomplete or obsolete.
  • To obtain the deletion of your personal information in the situations set
    forth by applicable data protection law (the “right to be forgotten”).
  • To withdraw your consent to the data processing without affecting the
    lawfulness of processing, where your personal information has been collected and processed on the basis
    of your consent.
  • To object to the processing of your personal information (where it has been
    collected and processed on the basis of our legitimate interests) in which case we may ask you to
    justify your request by explaining to us
    your particular situation.
  • To request a limitation of the data processing in the situations set forth by
    applicable law.
  • To have your personal information directly transferred by us to a third-party
    processor of your choice (where technically feasible and when processing is based on your consent).
  • To non-discrimination, as defined under relevant law, in the Services or
    quality of Services you receive from us for exercising your rights.

For deletion/”right to be forgotten” requests, we will undertake a good faith effort to accommodate requests
for access to or deletion of personal information. However, these requests may be subject to the evaluation
of additional factors,
including disproportionate burden or expense, or the risk to the rights, including the privacy rights, of

We will strive and work to resolve any inquiry you may have regarding our privacy practices. EU residents
may also file a complaint before a competent data protection authority regarding the processing of your
personal data. While we suggest that
you contact us beforehand, if you wish to exercise this right, you should contact the competent data
protection authority directly.

If you have any questions, would like to exercise any of these rights, or if you need any assistance with
privacy related matters, please contact us as described in the “Contact Us” section below. We will take the
necessary steps to respond to
you as soon as possible.

10. Children

Our Sites and Services are intended for adults, and are not intended for or
directed to anyone under 18 years of age. We therefore do not knowingly collect personal information from
anyone under 18 years of age. If you
are under 18 years of age, do not attempt to use the Site to access Services, and do not provide us any
personal information about yourself.

11. Changes to this Privacy Policy

The most current version of this Policy is accessible on this site at all times. We
reserve the right to make changes to our Policy at any time and at our sole discretion. We encourage you to
review the Policy from time
to time to ensure that you are familiar with our practices, and aware of any changes. In addition, we will
notify you via email or alert on our Sites if we make material changes to the Policy and what those material
changes may be.

12. Your California Privacy Rights

California Civil Code Section 1798.83 permits California residents who have
supplied personal information, as defined in the statute, to us to request and obtain certain information
regarding our disclosure, if any, of
personal information to third parties for their direct marketing purposes. If this applies, you may obtain
the categories of personal information shared and the names and addresses of all third parties that received
personal information for their
direct marketing purposes during the immediately prior calendar year (e.g., requests made in 2017 will
receive information about 2016 sharing activities). To make such a request, please provide sufficient
information for us to determine if this
applies to you, attest to the fact that you are a California resident and provide a current California
address for our response. You may make this request in writing to us at the below address. Any such request
must include “California Privacy
Rights Request” in the first line of the description and include your name, street address, city, state and
ZIP code. Please note that we are only required to respond to one request per customer each year, and we are
not required to respond to
requests made by means other than through this address.

13. How to Contact Us

If you have any questions regarding this Policy or our privacy practices, please

CrossTower, Inc.
Email: [email protected]


  1. Account –
    means a trader’s CrossTower account.
  2. API –
    means Application Programming Interface.
  3. Asset –
    means a digital asset, such as BTC or USDC.
  4. Available Account Balance –
    means a trader’s total asset value, excluding open Order amounts.
  5. Base Asset –
    means the Asset which is traded on a specific Order Book. For
    example, in the Trading Pair BTC/USDC, this is BTC.
  6. Fill –
    means the execution of an Order, where Orders are crossed.
  7. Keep –
    means the allocation of the Assets that are set aside to a specific
  8. Order –
    means a request to sell or buy a specific amount of the Base Asset
    as a price denominated in the Quote Asset.
  9. Order Book –
    means a specific Order Book on which Orders are submitted and
    placed in Order to trade a specific Trading Pair.
  10. Quote Asset –
    means the Asset in which the trading in specific Order Book is
    being denominated. For example, in the Trading Pair BTC/USDC, this
    is USDC.
  11. Trading Pair –
    a pair of Base Asset and Quote Asset specified as Base Asset/Quote
    Asset (e.g. BTC/USDC).
  12. WI –
    means the Web Interface.


1. Introduction

CrossTower offers to its clients an Order Book for every Trading Pair
(composed of Base Asset and Quote Asset) accessible for trade through the
web-interface (WI) or the API. This document outlines the Trading Rules
that govern Orders placed on the CrossTower Order Books. Before proceeding,
please make sure that you have familiarized yourself with the terminology
which can be found in the Glossary section.

2. Opening & Closing Orders

2.1. Placing an Order in an Order Book requires a trader to have Available
Account Balance such that it can cover the total Order value as well as the
fees, both of which in the relevant Asset.

2.2. Once the trader places an Order in the Order Book, the amount of the
relevant Asset can be referred to as being in Keep and cannot be used
towards other Orders, transferred or withdrawn. For buy Orders, the amount
of fees in Quote Asset will also be in Keep.

2.3. A trader may place an Order as one of the following:

a. Limit Order

b. Market Order

c. Scaled Order

d. Stop Limit Order

e. Stop Market Order

2.4. Canceling Orders is done at no cost. A trader can cancel an opened
Limit Order, Stop Limit Order, Stop Market Order, and Scaled Order before
that Order is fully Filled.

3. Order Types Specification

3.1. Market Order

3.1.1. The Market Order serves to allow to sell or buy an amount of an
Asset at the best price of existing Orders present in the Order Book. A
Market Order may be filled at various different prices, depending on the
amount specified and the amounts of the Orders present in the Order Book at
the time of the Order placement.

3.1.2. The Market Order may be filled at an average price that is more
favorable or less favorable than the most recently traded price, depending
on the prices and volume of the Orders that are present in the Order Book.

3.2. Limit Order

3.2.1. A Limit Order is an Order to sell or buy a specific amount of the
Base Asset at a specific price denominated in the Quote Asset. This type of
Order is Filled if and only if the price is as the specified or more

3.2.2. The Limit Order can be modified by selecting the option “Post Only”.
When this option is selected, the Limit Order is placed on the Order Book
such that it does not immediately cross an existing Limit Order. In other
words, a Limit Order with such option selected will never pay the Taker Fee
(i.e. never become a Market Order).

3.2.3. Before submission, a Limit Order can be specified with one of the
following “Time In Force” (TIF) instructions:

a. Fill-Or-Kill: By selecting this TIF instruction, the
Limit Order can only be immediately and fully Filled, otherwise it is

b. Day: The Order has to be filled until 12:00AM UTC,
otherwise it (or the remaining to be filled amount) is canceled.

c. Good-Til-Date/Time: The Order has to be filled until a
specified day and time, (or the remaining to be filled amount) is canceled.

d. Immediate-Or-Cancel: The Order has to be immediately
Filled once placed, the remainder of the Order amount is canceled.

e. Good-Til-Canceled: The Order remains on the Order Book
until it is fully Filled or canceled. Unless specified otherwise, by
default, all Limit Orders are submitted to the Order Book with this

3.3. Stop Market & Stop Limit Orders

3.3.1. A Stop Limit Order is a Limit Order to buy or sell if and only if
the last trade price reaches or passes beyond the specified Stop Price. As
with other Limit Orders there is no guarantee that the Order will be
(fully) Filled.

3.3.2. A Stop Market Order is a Market Order to buy or sell if and only if
the last trade price reaches or passes beyond the specified Stop Price.

3.3.3. A Stop Limit Order will not be placed on the Order Book before the
last trade price reaches or passes beyond the specified Stop Price, hence
not visible to other traders. The executed Stop Limit Orders and Stop
Market Orders are visible as such after the event.

3.3.4. Orders can be modified with the “Post Only” option.

3.3.5. Any of the Time In Force instructions can be applied to Stop Limit

3.4. Scaled Order

3.4.1. This is a feature which allows the simultaneous submission of
multiple Limit Orders to the Order Book.

3.4.2. One has to specify the total amount to be bought or sold as well as
the price step through which these Limit Orders should be placed.

3.4.3. The volume of each Order is determined by selecting one of the

a. Flat: The size of each Order is approximately the same.

b. Up: The size of each Order increases in the number of
Orders sorted by price, from lowest to the highest (i.e. the Order at the
highest price is the largest in size).

c. Down: The size of each Order falls in the number of
Orders sorted by price, from lowest to the highest (i.e. the Order at the
lowest price is the largest in size).

4. Order Submission, Fills, and Settlement

4.1. Matching Engine Logic

4.1.1. The Limit and Market Orders are matched according to Price/Time
Priority logic. This means that Order submitted to the Order Book are first
ranked according to their price and those Orders at the same price are
ranked in dependence with their placement time.

4.1.2. Limit Orders placed at price levels above the best on the market are
Filled by the best Order and not by an Order with the same price specified
when placing the Limit Order.

4.1.3. The Price/Time Priority is applied to all traders.

4.1.4. The WI will produce a warning in cases where certain parameters are
not correctly specified.

4.2. Order Size Limits

4.2.1. All Orders described above are subject to the Order Minimums and
Order Maximums rules. These rules are subject to change in order to reflect
the market environment as well as the asset specifications.

4.2.2. Order Minimums and Order Maximums rules for each Trading Pairs can
be found here:

4.3. Filling an Order & Settlement

4.3.1. Maker Orders are matched with a single or multiple Taker Orders. In
this way Orders are Filled.

4.3.2. Filled Orders change the account balances immediately. Withdrawals
requests can be made immediately, given that the trader has not reached the
applicable limits.

5. Fees

5.1. Trading Fees Logic

5.1.1. A fee is charged in the Quote Asset once the Order is matched. It is
calculated as a percent of the total Order size.

5.1.2. For buy Orders, trading fees are charged in addition to the Quote
Asset amount.

5.1.3. For sell Orders, trading fees are deducted from the proceeds.

5.1.4. Fees might be different across Trading Pairs.

5.1.5. Unless specified otherwise, Taker Fee is charged for all Taker
Orders and Maker Fee is charged for all Maker Orders.

5.1.6. The fees can be found here:

6. Integrity of the Markets

6.1. General Access

6.1.1. No prioritized access is provided to any trader at CrossTower.

6.1.2. All traders are provided with equal access to the WI and the APIs.

6.1.3. CrossTower reserves the right to take any action to preserve market
integrity by restricting access of traders to certain services provided by
CrossTower as specified in section 6.3. Cancelations and Reversals and
section 6.4. Market Interruptions & Manipulation.

6.1.4. Corporate Operations

6.1.5. Employee Access

6.2. Market Data Access

6.2.1. All traders are provided with equal access to CrossTower’s Market

6.2.2. Market Data consists of the following:

a. Limit Orders placed on the Order Book;

b. All Fills;

c. For each a) and b) above, the timestamp, the price, and the quantity are

6.2.3 Market Data compromises the following:

6.2.4 Market Data does not include the following:

6.3. CrossTower Corporate Operations

6.3.1. CrossTower Inc., also trades its own corporate funds on the
CrossTower trading platform.

6.3.2. CrossTower does not have any special priority and is subject to the
same Price/Time/Priority and fee structure as all other traders.

6.3.3. The CrossTower trading platform only trades on CrossTower Market
Data and does not have access to inside information. It does not engage in
any front-running.

6.4. CrossTower Employee Access

6.4.1. CrossTower prohibits all employees from using inside, corporate or
proprietary information to trade Digital Assets.

6.4.2. CrossTower employees are required to trade CrossTower supported
assets on the CrossTower trading platform, subject to CrossTower’s employee
trading policy and trade surveillance program.

6.5. Cancelations and Reversals

6.5.1. No Opened Order may be canceled by CrossTower except under the
following circumstances:

a. Use of the APIs which is considered unreasonable by CrossTower;

b. Orders which inherit an apparent error (e.g. a buy or sell Order for
200,000,000 Bitcoin).

c. Other technical reasons considered serious by CrossTower;

d. Placing Orders which are considered abusive by CrossTower;

e. CrossTower is required by applicable law or regulatory body.

6.5.2. No Filled Order is reversed except under the following

a. A technical error occurred – which is considered serious by CrossTower –
and as a result Orders and/or Fills do no occur as described in these
Trading Rules;

b. CrossTower is required by applicable law or regulatory body.

6.6. Market Interruptions & Manipulation

6.6.1. Market Interruptions Should technical reasons hamper the ability of the traders to
cancel or place Orders via the WI or the APIs, then CrossTower can take the
following measures:

a. Disable log in;

b. Disable access to the WI and/or APIs;

c. Disable the placing of Orders;

d. Cancel all open Orders;

e. Disable withdrawing and/or depositing of Assets. CrossTower will always take reasonable steps to notify all traders
regarding such measures by sending an email and by making an announcement
on our social media. Automated trading halts or circuit breakers are not used by

6.6.2. Market Manipulation Market Manipulation includes:

a. Alerting of potential Wash trading;

b. Quote stuffing;

c. Front-running;

d. Spoofing/Tape Painting;

e. Layering;

f. Churning;

g. Momentum Ignition;

h. Other actions deemed manipulative by CrossTower, including Self-Trading. Market Manipulation is prohibited and is defined as any actions
taken by multiple participants in the market to:

a. manipulate or control in an artificial manner the price or volume

b. deceive in any way traders;

c. aid, abet, enable, finance, support, or endorse a. and/or b. above. Self-trade is monitored and alerts are directed at the Market
Operations team.

7. Scheduled Downtime

7.1. From time to time, CrossTower may suspend trading temporarily for
system maintenance or upgrades.

7.2. CrossTower will make announcements on our website and/or social media
regarding the scheduled downtime in advance and after it’s completed.

7.3. Before the scheduled downtime starts, CrossTower will cancel all
Orders on the Order Book.

These Market Data Terms of Use (“Terms”) are entered into between you and CrossTower Inc. (“CrossTower”) and
govern your access or use of CrossTower Market Data. CrossTower Market Data (“Market Data”) is defined as
all data related to trading activities that you have access to on the CrossTower Trading Platform (“Trading
Platform”), including but not limited to, the prices and sizes of orders and executed trades. By accessing
or using Market Data, you explicitly agree to these Terms and all amendments and updates made thereof. Do
not access or use Market Data if you do not agree to these Terms.

You hereby represent and warrant that you are of legal age to enter into this binding agreement and are
otherwise legally able and competent to enter into and carry out these Terms. If you are using Market Data
on behalf of any entity, you represent and warrant that you have the authority to enter into these Terms on
such entity’s behalf, and that such entity agrees to be responsible to CrossTower if you or that entity
violates these Terms.

1. Permission.

Subject to the restrictions set forth below and all other Terms of this Agreement, CrossTower hereby grants
you a royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable, limited license, solely
for your internal purposes and in accordance with applicable law, to use, copy, store, analyze and process
Market Data.

2. Restrictions and Responsibilities.

Unless you receive prior written consent from CrossTower, you may not:

  1. Alter, manipulate, or misrepresent Market Data, or present Market Data in a false or misleading light;
  2. Redistribute, display, or disseminate Market Data—or any data, charts, analytics, research, or other
    works based on, referring to, or derived from the Market Data, to any third party;
  3. Use Market Data, directly or indirectly, to create any of the following, whether for internal use or

    1. Indexes, fixings, or other benchmarks;
    2. Generic or fair value prices; or
    3. Valuations of digital currencies, digital tokens, securities, or financial derivatives (whether
      for purposes of settlement or otherwise); or
  4. Use any Market Data as a benchmark, including but not limited to:
    1. Issuance of a financial instrument which references Market Data; or
    2. Determination of the amount payable under a financial instrument or a financial contract by
      referencing Market Data; or
    3. Being a party to a financial contract which references Market Data; or
    4. Providing a borrowing rate calculated as a spread or mark-up over Market Data and that is used
      as a reference in a financial contract to which the creditor is a party; or
    5. Measuring the performance of an investment fund through Market Data for the purpose of tracking
      the same, of defining the asset allocation of a portfolio, or of computing performance fees.

3. Ownership and Proprietary Rights.

  1. Market Data. You hereby agree that as between you, CrossTower, the Market Data and all rights in the
    Market Data (including all copyrights, database rights, and all other proprietary rights) are
    exclusively the property of CrossTower. In addition, and independently of the foregoing, you acknowledge
    that the Market Data is the product of substantial expenditure by CrossTower of labor, skill, and money,
    and your use of Market Data in contravention of these Terms would misappropriate the benefits of those
    expenditures. CrossTower reserves all rights in the Market Data not expressly granted in these Terms. At
    the request and expense of CrossTower, you agree that you will take all reasonable steps, such as the
    execution of written documents, that may be necessary to protect, perfect, and enforce CrossTower’s
    rights in the Market Data.
  2. Equitable Relief. Without limiting any other rights of CrossTower under these Terms, the parties
    recognize that a breach of these Terms would give rise to irreparable injury to CrossTower such that
    monetary damages alone would not be an adequate remedy. You and CrossTower explicitly agree that in the
    event of such a breach, CrossTower will be entitled to equitable relief, including in the form of
    injunctive relief, and you hereby waive any requirement for the securing or posting of any bond or the
    showing that actual monetary damages will not afford an adequate remedy in connection with seeking such

4. Changes to Market Data and Suspension of Access

CrossTower may, from time to time, without notice and in its sole discretion, withdraw, suspend, or change
the Market Data or your access to the Market Data. You agree that CrossTower has no obligation to provide
the Market Data to you and that CrossTower will not be liable if any Market Data is unavailable or changes
for any reason or no reason at all.

5. Changes to Terms.

From time to time, and in its sole discretion, CrossTower may modify and/or update these Terms, and it is
your responsibility to monitor such updates. Your continued use of Market Data signifies your agreement to
any such updates. If you do not agree to these Terms or any of its updates, you may not continue to use
Market Data.

6. Disclaimers.

To the maximum extent permitted by applicable law:

  1. The Market Data is provided “as is” and “as available”, and CrossTower hereby disclaims all warranties,
    express, statutory, or implied (including, without limited to, implied warranties of title,
    non-infringement, merchantability, fitness for a particular purpose, and all warranties arising from
    course of dealing, usage and/or trade practice).
  2. For clarity and without limiting the foregoing, CrossTower makes no guarantees regarding the accuracy,
    completeness, timeliness, security, availability, and/or integrity of the Market Data or that the Market
    Data will be uninterrupted or operate in combination with any software, service, system, or other data.
  3. You access and use the Market Data entirely at your sole risk, and CrossTower will not be responsible
    for any actions you take based on the Market Data.

7. Indemnification.

To the maximum extent permitted by law, you explicitly agree to indemnify and hold harmless CrossTower, its
affiliates, and their respective directors, officers, employees, consultants and agents, if applicable,
(each a “CrossTower Protected Party”, and collectively “CrossTower Protected Parties”) against all
liabilities, costs, damages, and expenses arising out of or relating to your use of Market Data, including
damages arising directly from your act or omission (including without limitation breach of these Terms) as
well as judgments, settlements, and expenses (including reasonable attorneys’ fees and legal costs) arising
from a threatened, potential or actual suit, investigation, proceeding, or other claim between you and a
CrossTower Protected Party or between a third party and a CrossTower Protected Party arising out of or
relating to your use of Market Data. CrossTower has the right to control the defense of any such claim, at
your cost and expense, and you agree to provide CrossTower any and all assistance that CrossTower requests
in defending any such claim.

8. Limitation of Liability.

To the maximum extent permitted by applicable law, the CrossTower Protected Parties will not be liable for
any direct, indirect, incidental, special, punitive, or consequential damages of any kind—including lost
profits or trading losses—related to the Market Data or these Terms, irrespective of whether such damages
arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at
law or equity, and even if CrossTower has been advised of the possibility of such damages. Without limiting
the foregoing, to the maximum extent permitted by applicable law, in no event will the CrossTower Protected
Parties’ aggregate liability arising out of or relating to these Terms or your use of Market Data exceed
USD$1,000. If any limitations in this paragraph are unenforceable as written in any instance, then such
limitations shall apply to the maximum extent permitted by applicable law.

9. Rules of Construction.

The words “include”, “included”, “includes” or “including” as used herein will be understood to be followed
by the phrase “without limitation”. The word “all” includes “any” and the word “any” includes “all”. The
words “herein” and “hereunder” refer to these Terms. Unless context expressly requires otherwise, the
conjunction “or” will be understood to mean “and/or”. Please be aware that the section headings in these
Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or
interpretation of these Terms.

10. Entire Agreement.

These Terms constitute the entire agreement (“Agreement”) between you and CrossTower regarding the Market
Data. If you wish to modify these Terms, a proposed amendment must be provided in writing to CrossTower. In
order for such an amendment to be deemed effective, it must be signed by an authorized representative of
CrossTower. CrossTower reserves the right to refuse any amendment proposal for any reason or no reason at

11. Information for California Residents.

If you have a question, complaint, or otherwise wish to contact CrossTower regarding the Market Data or
these Terms, please contact CrossTower at: [email protected] The Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at
Department of Consumer Affairs Consumer Information Division, 1625 North Market Blvd., Suite N 112,
Sacramento, CA 95834 or by telephone at (800) 952-5210.

12. Choice of Law.

You hereby agree that the laws of the State of New York — without regard to any of its choice-of-law
principles that would apply the substantive laws of any other jurisdiction — will govern these Terms and
any claim or dispute that may arise between you and CrossTower, except to the extent governed by Federal

13. Arbitration; Waiver of Class Action.

If you have a dispute with CrossTower, CrossTower will attempt to resolve any such disputes through
CrossTower’s support team. If CrossTower cannot resolve the dispute through CrossTower’s support team, you
and CrossTower agree that any dispute arising under this Agreement shall be finally settled in binding
arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for
arbitration of consumer-related disputes. You and CrossTower hereby expressly waive trial by jury and any
right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the
right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or
misappropriation of a party’s proprietary rights, including copyrights, trademarks, trade secrets, database
rights, patents, and fruits of labor, skill, or money protected under common law principles of unfair
competition. You and CrossTower agree that the arbitration will be conducted by a single, neutral arbitrator
and shall take place in the county or parish in which you reside, or another mutually agreeable location,
within reason and in the English language. The arbitrator may award any relief that a court of competent
jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be
enforced in any court. At your written request, hearings may be conducted in person or by telephone and the
arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The
prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and
attorneys’ fees. If the arbitrator or arbitration administrator would impose filing fees or other
administrative costs on you, CrossTower may reimburse you, upon request, to the extent such fees or costs
would exceed those that you would otherwise have to pay if you were proceeding instead in a court.
CrossTower may also pay additional fees or costs if required to do so by the arbitration administrator’s
rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or
costs, such as attorney fees that the party may incur.

14. Compliance with Laws.

You must comply with all applicable laws in using the Market Data and you will cooperate with CrossTower to
enable CrossTower to comply with applicable laws, and any governmental, regulatory or other investigations,
audits, or proceedings related to the Market Data.

15. Assignment and Delegation.

You may not assign or delegate any of your rights or obligations under these Terms to anyone without
CrossTower’s prior written consent, such consent can be withheld for any reason or no reason at all, and any
assignment or delegation in violation of this paragraph will be null and void. CrossTower may freely assign
its rights or delegate its obligations under this Agreement, including in connection with any merger,
acquisition, asset sale, any combination of the foregoing or any other business-related transaction. Subject
to the foregoing, this Agreement will bind and inure to the benefit of you and CrossTower, and your and
CrossTower’s respective successors and permitted assigns.

16. Severability.

In the event any part of these Terms is deemed unenforceable, you and CrossTower authorize a court of
competent jurisdiction to make the necessary modifications to comply with existing law, in a manner most
closely representing the original intent of CrossTower and you as expressed in these Terms.

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