1. Binding Agreement.

This is a binding Agreement (the “User Agreement,” the “Terms” or the “Terms of Use”) between you (“User,” “you,” 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, including the product line TicketVerse (“CrossTower,” “we“), which governs the terms of your use of the services provided by CrossTower described herein (“CrossTower Services” or “Services“) which we make available to you via one or more of our websites, our mobile applications and/or associated services (collectively the “Site” or the “CrossTower Site“). By accessing and logging on to this 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. You are bound by the latest version posted on the CrossTower Site. If you do not agree to the 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 discretion.

4. Important Risk Factors and Other Considerations that Customers Should Read.

4.1 New Asset Class.

CrossTower is offering utilities on one or more blockchains, which are to be sold through non-fungible tokens. These tokens may grant holders certain select content, digital ticketing, digital collectibles, services, access to unique events and/or experiences, access to presale future tickets or events, special VIP experiences, physical merchandise, special seating, discounts on goods and/or services (collectively referred to as “Utility Assets” or “Tickets”). It is important to note that these Utility Assets or Tickets are designed for consumptive purposes and are not intended to be “get rich” schemes, investment contracts or securities under U.S. securities laws.

The Utility Assets that CrossTower offers may be specific to a particular geography or available only on a particular date. In certain circumstances, a customer might wish to sell their Utility Asset if the geography, date, or other life circumstances do not align with their needs. Although CrossTower currently does not have the infrastructure to support secondary sales, we may explore offering this infrastructure in the future. If and when that is in place, see “Secondary Sales” herein.

THE ASSET THAT YOU OWN MAY BE TRANSFERABLE, BUT ANY TRANSFEREE WILL BE SUBJECT TO THIS USER AGREEMENT.

Potential purchasers of CrossTower’s Utility Assets should be aware that they are not intended for speculative investment. Additionally, prospective purchasers should carefully consider the risks associated with purchasing Utility Assets, including potential changes in regulatory frameworks, technological developments, or fluctuations in the secondary market.

4.2 Cyber/Fraud Risk.

Utility Assets that are are available to the public might increase the potential risk of cyber-attacks, account breaches, or fraudulent activities. Any security compromise caused by such an attack, which aims to gain unauthorized access to sensitive data or systems, or cause intentional malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer viruses, could lead to a halt in CrossTower’s operations or a loss of customers’ Utility Assets. While CrossTower has developed a robust security system designed to protect Utility Assets from theft, loss, destruction, and other cybersecurity threats, this assessment is based on currently known technology and threats.

As technology evolves, the security threats to Utility Assets will likely adapt, and previously unknown threats may emerge. In addition, as the size of their holdings increases, CrossTower’s customers may become more appealing targets of security threats. If CrossTower is unable to identify and mitigate or stop new security threats, Utility Assets may be subject to theft, loss, destruction, or other attack, resulting in a potential loss of Utility Assets.

Like CrossTower, CrossTower’s 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 challenges. Attackers may attempt to steal information about the CrossTower platform, financial data, user information, or take other damaging actions.

Furthermore, it is important to note that transactions involving Utility Assets may be irreversible. Consequently, losses due to accidental or fraudulent transactions may not be recoverable. CrossTower believes that the systems that it has implemented is reasonable and that it is taking steps to protect Customer’s Utility Assets. However, Customer’s should be aware of these types of threats and the possibility of loss.

4.3 Absence of Control over Blockchain Protocols.

The software protocols that underpin Utility Assets typically stem from open-source projects, which indicates that (i) CrossTower may not control the development and control of such Utility Assets and (ii) these software protocols could undergo sudden and dramatic changes that might significantly impact the availability, usability, or value of a given Utility Asset. This may mean that the Utility Asset that you hold may no longer contain the same functionality that you envisioned when it was purchased.

4.4 Regulatory/Compliance Risks with Utility Assets.

The legal characterization of certain Utility Assets remains uncertain. This ambiguity can mean that the legality of holding or trading these Utility Assets isn’t always clear and may be subject to specific legal requirements or restrictions in the future. The definition and treatment of one or more Utility Assets as property, assets, or rights of any kind may also be unclear. You are responsible for understanding the legal perspective regarding the treatment of Utility Assets.

4.5 Regulatory Risk.

The regulatory landscape concerning Utility Assets and their usage is rapidly evolving. With new and continuously changing compliance requirements applicable to the CrossTower business, compliance could result in additional costs, employee time dedicated to interpretation and implementation, and regulatory risk. If a regulatory body alters its interpretation or provides clarity over a law or practice, such change or clarification may impact CrossTower’s compliance program. CrossTower retains the right, at its sole discretion, to immediately enhance its system to align with any such change or clarification, even if it adversely affects you.

Predicting future regulatory changes is impossible. These changes could impact you, CrossTower, the industry in which CrossTower operates, and our business partners. The effect of any future regulatory change on CrossTower or you could be substantial and negative. The Utility Asset industry is dynamic and expected to significantly change over time, which might lead to new or additional regulatory constraints. CrossTower may, at its sole discretion, interpret and apply regulations even if it adversely impacts its customers. YOU ARE ADVISED TO CONSULT YOUR OWN LEGAL AND ACCOUNTING ADVISERS REGARDING YOUR PARTICIPATION AS A CUSTOMER ON CROSSTOWER.

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

Utility Assets held with or traded with a digital asset company are not covered by SIPC or FDIC insurance. CrossTower does not facilitate the trading of securities and is not a national securities exchange. There is no guarantee that you will receive the value of your Utility Asset if there is a theft or other hack.

4.7 Technology Risk.

Access to CrossTower Services may become degraded or unavailable at any time. 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.

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.

5.1.2 Natural Persons Registering.

Different products offered by CrossTower may have certain age requirements.

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. 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 Agreement.

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 Utility 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. You should consult your legal or tax professional regarding your specific situation.

5.4.2 Educational Materials.

CrossTower may provide educational materials from time to time in order to assist users in learning more about such Utility Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. CrossTower will not be held responsible, and you acknowledge you are solely responsible for the decisions you make to buy, sell, or hold Utility Assets.

5.5 Utility Assets Not Segregated.

CrossTower may hold your Utility Assets in shared blockchain addresses.

5.6 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“).

5.7 Fees.

CrossTower may earn fees when you purchase or sell Utility 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.

5.8 Secondary Sales

We are developing a marketplace that allows registered users to buy (in this capacity, “Buyer”) and sell (in this capacity, “Seller”) Utility Assets or Tickets. The Seller (and not us) sets the prices for the Utility Assets. As a marketplace, we do not own the Tickets sold on the Site. Ticket prices may exceed the face value of the Ticket.

While we may provide pricing, shipping, listing and other guidance on the Site, such guidance is solely informational (without any warranty as to accuracy). Also, while we may help facilitate the resolution of disputes between Buyer and Seller, we have no control over and do not guarantee the existence, quality, safety or legality of the Tickets; the truth or accuracy of the user’s content or listings; the ability of Sellers to sell tickets or Buyers to pay for them; or that a Buyer or Seller will complete a transaction.

5.9 Payments for Secondary Sales

Payments received from Buyers for Tickets purchased via the Site are processed by us on behalf of the Seller and credited to the Seller. Seller appoints us as its limited payment collection agent solely for the purpose of accepting funds from Buyers on behalf of Seller. Seller agrees that any payment made by Buyer to us shall be considered the same as a payment made directly to Seller, and Seller will make the Tickets available to Buyer in the agreed-upon manner as if Seller had received the payment directly from Buyer.  Seller understands that our obligation to pay Seller is subject to and conditioned upon successful receipt of the associated payments from Buyer. We guarantee payments to Seller only for such amounts that have been successfully received by us from Buyer. In accepting appointment as the limited payment collection agent of seller, we assume no liability for any acts or omissions of the Seller.

Payments from Buyers are due and payable immediately. A Buyer can pay the full order amount which includes any applicable service fees and taxes using one of the accepted payment methods.

A Buyer’s obligation to pay for a Ticket is satisfied when we has received the Payment in full.

5.10 Taxes

You as a Seller are responsible for determining whether any taxes are due on your sale of a Ticket, and for collecting and remitting such taxes, except where we are required by law to calculate, collect, and remit sales tax on those sales. Any applicable taxes must be included in the sales price of your Ticket. You agree to provide us with your Social Security Number or other tax identification number if necessary for us to provide (without notice to You) information to the relevant tax authorities related to payments you receive from us and further authorize us to release that information to the relevant tax authorities. The service fees include any applicable sales, use, excise, value added, service and other indirect taxes.

You agree that we are not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf, except where we are required by law to calculate, collect, and remit sales tax on your sales. You shall indemnify and hold us and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by us that arise out of any third party or governmental claim that involves, relates to or concerns (i) any local, regional, country, or international tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning our tax status.

6. General Use, Prohibited and Termination.

6.1 License.

From time to time, we may, subject to Applicable Laws and regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain customers pursuant to a confidential agreement that supplements certain of the economic or other terms of this Agreement. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; (ii) the ability to receive additional or customized market information not generally available to other customers; or (iii) preferred access to CrossTower customer service resources. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one customer generally are not available to all, or even any, other customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential agreement include, but are not limited to: (i) whether a customer plans to or is expected to conduct a significant or high volume of trading activity, or (ii) whether a customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that neither you nor any other customer shall have any right or legal recourse against us or any customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this Agreement shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any customer.

6.2 Website Accuracy.

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 CrossTower. 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.

6.3 Prohibited Use.

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 Utility 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]

6.4 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, CrossTower 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 “RelatedAccount“), (ii) freeze/lock the funds and assets in all such accounts, (iii) liquidate any or all Utility Assets in your account and (iv) suspend your access to the CrossTower Site until a determination has been made, if we suspect, in our sole discretion, that you and/or any such accounts to be in violation of:
(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 any Related Account, (ii) liquidate any or all Utility Assets in your account, and (iv) 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 account;
(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 or liquidated, you will be notified when accessing CrossTower. We may, in our sole discretion, give written notice that your account has been suspended or liquidated and may, in our sole discretion, disclose the reasons for suspension or liquidated, 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 CrossTowerimmediately 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 CrossToweris unable to locate you, it may be required to deliver any such funds to the applicable state orjurisdiction 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 ARBITRATION, in the jurisdiction and with the arbitrators selected by CrossTower. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN YOU, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING THERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO, AND (ii) SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE CHOSEN BY CROSSTOWER AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY 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 that is inconsistent with this provision.

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 usof 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:/crosstower.com/privacy-policy, 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 beenused on any other online service
• Enable two factor authentication via a software token or hardware token – Whitelist addresses that you can verifiably withdraw to
• You have the ability to terminate all logged-in sessions across all devices – 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.

IN NO EVENT SHALL CROSSTOWER OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH CROSSTOWER, THE “CROSSTOWER ENTITIES”) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF THE CROSSTOWER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY CROSSTOWER ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE CROSSTOWER ENTITIES’ AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, SITE, OR SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). ADDITIONAL DISCLAIMERS BY CROSSTOWER MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS, AND AS A RESULT OF THE CONTENTS OF THIS SECTION, MAY NOT APPLY TO YOU. IN CASES WHERE SUCH LAWS APPLY., LIABILITY OF THE CROSSTOWER ENTITIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
NOTWITHSTANDING THE FOREGOING, NOTHING SHALL IMPACT YOUR OWNERSHIP RIGHTS TO YOUR UTILITY ASSETS.
THE CROSSTOWER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CROSSTOWER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CROSSTOWER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE CROSSTOWER SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CROSSTOWER DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR
UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE CROSSTOWER SERVICES AND CROSSTOWER SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CROSSTOWER WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.

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 therewith.

10.3 Class Action Waiver.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”).THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND CROSSTOWER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

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. 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.

10.5 Other Acknowledgements:

Purchase, ownership, receipt or possession of NFTs carries no rights, express or implied, other than what is expressly represented in the NFT .
You hereby acknowledge that the NFTs do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation from CrossTower.

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 Agreement.
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.

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 CrossTower.

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 28 CrossTower Site about others, including but not limited to, names, address, email addresses, and more without proper consent.

Fraud: 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.

Gambling: 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.

Pseudo-Pharmaceuticals: 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 promotions.

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 servicewithout benefit or monetary compensation to the buyer; resale of government offeringswithout explicit authorization or benefit to the buyer; any site or sites that CrossTowerdetermines 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 policies.

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:

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 transaction.

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 circumstance.
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.