Project Listing Terms & Conditions

If you are a project thinking of listing (or have already listed) their token as a perpetual on Vibe Trading, please read full terms & conditions below.

Market-Making General Terms

Last Update: August, 27th 2025

THESE SUPERFLOW MARKET-MAKING GENERAL TERMS TOGETHER WITH ANY DOCUMENTS EXPRESSLY INCORPORATED BY REFERENCE (“GENERAL TERMS” OR “TERMS”) ARE ENTERED INTO BY AND BETWEEN YOU, AS THE USER OF [Superflow, a brand of Rasa Group A.G] SERVICES (AS DEFINED BELOW), AND WHETHER PERSONALLY OR ON BEHALF OF AN ENTITY (“YOU” OR “CLIENT”) AND THE MARKET MAKER (AS DEFINED BELOW, THE “MARKET MAKER” OR “WE”), AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE MARKET MAKER. YOU AND THE MARKET MAKER ARE EACH A “PARTY” AND, TOGETHER, THE “PARTIES” TO THESE TERMS.

THESE TERMS DETERMINE THE RELATIONSHIP BETWEEN THE CLIENT AND THE MARKET MAKER, WHEREBY THE CLIENT (AN INDIVIDUAL) OR ON BEHALF OF AN ENTITY IS THE CREATOR AND ISSUER OF A PARTICULAR TOKEN (“TOKEN”) AND SEEKS TO IMPROVE THE TOKEN’S MARKET LIQUIDITY AND STABILITY IN PERPETUAL MARKETS THROUGH PROFESSIONAL MARKET-MAKING AND LIQUIDITY SERVICES.

THE MARKET MAKER IS ENGAGED IN PROVIDING MARKET-MAKING AND LIQUIDITY SERVICES USING PROPRIETARY TRADING SYSTEMS AND HAS THE CAPACITY AND EXPERTISE TO ENHANCE THE MARKET LIQUIDITY OF THE TOKEN ON CRYPTOCURRENCY TRADING PLATFORMS AND THE ABILITY TO CREATE PERPETUAL MARKETS USING THE SYMMIO OTC DERIVATIVES PROTOCOL.

PLEASE READ THE TERMS CAREFULLY BEFORE YOU ENGAGE IN ANY OF THE SERVICES. BY ENGAGING IN THE SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS STIPULATED IN THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OR ANY OF THESE TERMS IS UNACCEPTABLE FOR YOU, YOU MUST NOT ENGAGE IN ANY OF THE SERVICES.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE OR MODIFY THESE TERMS AT ANY TIME AND WITHOUT PRIOR NOTICE TO YOU. ANY AND ALL CHANGES OR MODIFICATIONS WILL BECOME EFFECTIVE IMMEDIATELY UPON PUBLICATION ON THE WEBSITE (WITH THE “LAST REVISED” DATE ON THE TOP) AND YOU AGREE AND ACKNOWLEDGE THAT YOU WILL NOT BE EXPLICITLY NOTIFIED ABOUT POSSIBLE AMENDMENTS AND MODIFICATIONS. FOR THE AVOIDANCE OF DOUBT, MATERIAL COMMERCIAL TERMS LIKE PROFIT SPLIT AND TOKEN CUSTODY WILL NOT BE CHANGED UNILATERALLY. BY CONTINUING TO ACCESS THE SERVICES ONCE REVISED TERMS ARE PUBLISHED, YOU AGREE TO BE BOUND BY ITS TERMS. PLEASE ENSURE THAT YOU CHECK THE APPLICABLE TERMS EVERY TIME YOU USE OUR SERVICES IN ORDER TO UNDERSTAND WHICH TERMS APPLY. IF YOU HAVE ANY QUESTIONS OR COMMENTS REGARDING THESE TERMS, PLEASE CONTACT US AT: [[e-mail]].

1. Definitions and Interpretations

1.1 The following capitalised terms shall have the meanings hereinafter assigned to them, unless the context otherwise requires:

“Affiliate” means every present and future entity that directly or indirectly controls, is controlled by, or is under common Control of a person, where Control may be by either management authority, contract, or equity interest;

“Audit” shall have the meaning as set out in Clause 2.4;

“Confidential Information” shall have the meaning as set out in Clause 10.1.;

“Client” shall mean you, as the user of the market-making and liquidity services provided by the Market Maker;

“Digital Asset” means: (a) all types of digital currencies, crypto-currencies, decentralised application tokens and protocol tokens, blockchain-based assets, simple agreement for future tokens, digital assets, stablecoins and other crypto-finance and digital assets; (b) futures contracts and derivatives, including, without limitation, (i) financial and/or physical digital assets derivatives listed on a traditional regulated exchange or ‘native’ digital assets derivatives listed on a digital assets exchange or generated via digital assets protocols or smart contracts and/or (ii) options, swaps, forwards and future contracts;

“Accumulated Profit” shall have the meaning as set out in Clause 5.6.;

“Disruption Event” means any event which, in the reasonable discretion of the Market Maker, makes it illegal, impossible, or otherwise impracticable for Market Maker to fulfill its obligations in connection with these Terms and shall include (but not be limited to) the following events:

1. it has become illegal, impossible, or otherwise impracticable for Market Maker to carry out the Service, including but not limited to, any Selected Exchange experiencing solvency and/or liquidity concerns;

2. a material fork of the network of a Digital Asset subject to these Terms;

3. any force majeure event (howsoever described) that, in Market Maker’s option, prevents Market Maker from carrying out its obligations in these Terms, including but not limited to floods, typhoons, earthquakes, wars or hostilities, acts or threat of terrorism, hacking or attempts to hacking, riots, social unrest, protests, strikes, loss of power, epidemics/pandemics, embargoes, fires, other acts of god, nuclear disaster, damage to communications facilities, damage to web hosts, or network failures from internet service providers;

“Effective Date” means the date on which these Terms is signed by the last Party to do so, unless otherwise expressly stated herein as a different effective date.

“General Terms” or “Terms” shall mean these Superflow Market-Making General Terms, together with its Schedules;

“KPI(s)” shall mean key performance indicator(s).

“Liquidity Token” means a digital token issued and owned by the Company and transferred to the Market Maker solely for the purpose of providing market-making services pursuant to these Terms.

“Liquidity Digital Asset” shall include the Liquidity Tokens as well as any other digital assets mutually agreed upon in writing by the Parties that are necessary to support market-making activities (e.g., stablecoins or other pair assets)

“Market” shall have the meaning as set out in Clause 2.1.

“Market Maker” shall mean us, Superflow.

“Network Attack and Vulnerabilities” means hacks, cyber-attacks, network attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks, fifty-one percent (51%) or network attacks), distributed denials of service or errors, vulnerabilities or defects in programming or source code or otherwise;

“Profit” shall mean the net gains generated from the market-making and trading activities with tokens.

“Report” shall have the meaning as set out in Clause 5.5.

“Delisting Notice Period” shall have the meaning as set out in Clause 14.1 (d);

“Services” shall mean all activities undertaken by the Market Maker under these Terms and on a best effort basis to promote liquidity, price stability, and orderly trading of the cryptocurrency on one or more trading venues, including but not limited to regularly placing and updating buy and sell orders for Token to narrow the bid-ask spread, maintain order book depth, and facilitate smoother trading.

“Statement” shall mean a public announcement on social media platforms or other community platforms with information about the market closing because of repayment;

“Token” shall mean the digital token issued by the Client and identified in the applicable Statement of Work or Agreement, for which the Market Maker provides Services under these Terms;

“Term” shall mean the duration during which these Terms are valid between the Parties of these Terms.

1.2 In these Terms, unless the context or subject otherwise requires:

a) the headings in these Terms are for convenience only and shall not affect the interpretation hereof;

b) the words “written” and “in writing” include any means of visible reproduction and shall include email;

c) References to “Recitals”, “Clauses”, “Schedules” and “Rows” are to be construed as references to the recitals, clauses, schedules and rows of/to these Terms; and

d) Any reference to a statutory provision shall include such provision as from time to time modified or re-enacted and any regulations made in pursuance thereto as from time to time modified or re-enacted after the date of these Terms, and shall also include any provision in any other statute which replaces the present statutory provision.

2. Market Making

2.1. The Market Maker shall provide the Service to create a perpetual market on vibe(symmio), promote liquidity, price stabilisation, and orderly trading activity of the Token on designated cryptocurrency exchanges and trading platforms, including but not limited to spot markets and perpetual futures markets (“Market”).

2.2. The Market Maker will deploy its proprietary trading system, algorithms, and technical infrastructure in performing this Service.

2.3. The Parties hereby confirm and agree that the Market Maker shall, on a best efforts basis, conduct the Services in a way to achieve and maintain KPIs as specified in detail in the Statement of Work.

2.4. Audit Right. The Client shall have the right to request, upon prior ten (10) days´ written notice, access and review of trading records and P&L statements (“Audit”). For the purpose of the Audit, the Client shall engage a third-party auditor, which shall be mutually agreed between the Parties, subject to confidentiality obligations. For the avoidance of doubt, the Client shall bear all the costs related to any such Audit.

2.5. Changes to the Services. The Market Maker reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Service or any part thereof with or without notice. The Client agrees that the Market Maker will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

3. Custody of Tokens

3.1. The Client will provide the Market Maker with the Liquidity Tokens and Liquidity Digital Assets listed in the Statement of Work. These assets are to be held in custody by the Market Maker and used only for carrying out the Services under these Terms and shall at the end of the term of these Terms be returned (repaid) to the Client. Liquidity Tokens and Liquidity Digital Assets shall be regarded as the Client’s assets and shall be held in custody and accounted separately from Market Maker’s own assets.

3.2. Statement of Work sets out the details about the amount, duration, and any special conditions related to the Liquidity Tokens and Liquidity Digital Assets.

3.3. Custody Risk Disclaimer. The Market Maker will securely protect the Liquidity Tokens and Liquidity Digital Assets using and implementing standard and security measures, including cold storage and multi-factor authentication. All transactions involving these assets will be made solely to perform the Services under these Terms. The Market Maker will implement commercially reasonable security measures, including the use of hot and cold wallet systems, multisignature wallets, hardware-based key storage, and/or time-locked smart contracts. However, the Client acknowledges and agrees that no custody method—whether involving on-chain wallets, smart contracts, or third-party custody solutions—is entirely free from risk. These risks may include, but are not limited to:

(i) unforeseen technical failures or vulnerabilities inherent to blockchain infrastructure or third-party smart contracts;

(ii) external exploits or network-level incidents beyond the Market Maker’s direct control, including those impacting DEXs, bridges, or custody platforms.

The Market Maker commits to taking all reasonable efforts to recover from any such events and will provide full transparency regarding the nature of the incident and the steps taken to mitigate and remedy any resulting impact.

3.4. To further demonstrate long-term alignment and operational responsibility, the Market Maker commits to allocating ten percent (10%) of all profits (“Insurance Fund”) to an internal Security Fund, seeded with an initial $500,000. This Fund is intended to provide discretionary coverage for extraordinary incidents or losses not otherwise recoverable through regular operations. The Security Fund is managed solely by the Market Maker and does not constitute a legally segregated or guaranteed reserve.

3.5 The Client acknowledges that, in certain market conditions, the Market Maker may need to utilize Tokens or related collateral to meet trading obligations or profit distributions. In such cases, the Market Maker may not always be able to repurchase or return the identical quantity of Tokens originally provided, particularly in the event of significant price movements or unexpected market dynamics. These scenarios are considered long-tail risks inherent to the structure of the Services, and while the Market Maker will use commercially reasonable efforts to mitigate such risks, no assurance can be given that full Token quantities will always be available for repurchase or return.

4. Repayment and Prepayment of Liquidity Digital Assets

4.1. During the Term, the Market Maker can decide to repay (return) all or any portion of the Liquidity Digital Assets to the Client as set out in the Statement of Work.

4.2. Market Maker can at any time prior to the Term decide, at its sole discretion, to repay all or any portion of the Liquidity Digital Assets.

4.3. The Client can terminate and request the repayment (return) of the Liquidity Digital Assets at any time upon notice to the Marker Maker in accordance with Clause 13, whereas the repayment (return) of such Liquidity Digital Assets is set out in Clause 14.

5. Profit

5.1. For the purposes of these Terms, Profits shall be classified into two categories:

a) Operational Revenues (“Operational Profits”): revenues generated from spreads, fees, funding payments, borrowing costs paid by traders, and liquidation fees. These revenues are subject to distribution in accordance with Clause 5.3 (Buybacks) and Schedule 1.

b) Opportunistic Revenues (“Opportunistic Profits”): revenues that may arise from maintenance margin (CVA), realized or unrealized trading results, or other market-making activities. Opportunistic Revenues are applied toward Open Interest Rebalancing (“OI Rebalancing”), meaning the stabilization of liquidity and market operations. For the avoidance of doubt, such revenues are treated as part of the liquidity available within the Solver, similar to Client deposits. Accordingly, they are not subject to regular distribution during the Term but may be made available for partial withdrawal upon Client request or for full withdrawal in connection with market delisting or termination, subject to Clause 14.

5.2. The Client acknowledges that any potential profits associated with passively holding the Tokens (e.g., staking rewards, price appreciation, or other use cases) may not be realized while the Tokens are held or actively utilized by the Market Maker. Such missed opportunities shall not be considered trading losses and shall not entitle the Client to any form of compensation.

5.3. Buybacks. If, upon mutual agreement during the term of these Terms the Market Maker will utilize and use a part of the Profit for the buybacks of Tokens, the Client accepts any risks related to subsequent volatility or Token price appreciation or depreciation and understands and agrees that any such unrealized potential opportunity profit (due to either buying and holding of Tokens or not buying and holding of Tokens) cannot be regarded as a trading loss and that it shall not entitle the Client to any form of compensation.

5.4. The Profit shall be divided between the Market Maker and the Client as set up in the Statement of Work.

5.5. Profit distribution to the Client shall be made to a wallet designated by the Client. The Market Maker may retain its share in the trading account or transfer it to a separate wallet. Each distribution will be accompanied by a brief report from Market Maker outlining the total profit for the period and the calculation of each Party’s share (“Report”).

5.6. During the initial phase, for the period of 2-4 months (depending on the development timeline of the creation of an automated distribution system, as it might be described in more detail in Schedule 1), Profit distributions shall be made on a monthly basis, provided that the accumulated Client’s share of the Profits to be distributed (as per profit split arrangement in accordance with this Agreement) for that month reach at least USD 17,500 (seventeen thousand five hundred USD) (“Accumulated Share”). In the event that the Accumulated Share in a given month does not reach USD 17,500 (seventeen thousand five hundred USD), the Profit distribution shall be deferred and paid out to the Client in the month in which the Accumulated Share reaches or exceeds USD 17,500 (seventeen thousand five hundred USD). Following the deployment of an automated profit distribution dashboard, Clients will have the ability to claim profits on a daily basis (and, for avoidance of any doubt, without any restriction with regard to the amount of accumulated profits which can be distributed), subject to technical availability and operational readiness of the dashboard. If the Client is not satisfied about the distribution frequency or achieved profits, the market can be closed upon Client’s request and termination of this Agreement, and the Liquidity Digital Assets shall be returned to the Client, upon transition protocol as defined in Clause 14.

5.7. In relation to each transfer of Tokens from one Party to the other Party under these Terms, each Party shall be responsible for bearing:

a) any fees for a transfer of Tokens initiated by that Party; and

b) any additional costs required to rectify any error made by that Party which affects the transactions and/or performance obligations contemplated by these Terms.

6. Representations and Warranties

6.1. Mutual Representations and Warranties

6.1.1. Each Party represents and warrants to the other Party that each of the following statements is true and accurate as of the date of these Terms:

a) Parties are duly organized and validly existing.

b) Such Party has the full power and authority to enter into these Terms and to do all acts and things on its part to be done and performed pursuant to these Terms and to consummate the transactions contemplated herein, and these Terms and all other agreements and obligations to be entered into and undertaken in connection with such transactions contemplated, constitute valid and legally binding obligations, enforceable against it.

c) The Parties are not insolvent and no proceedings have been initiated that could result in liquidation, dissolution, or insolvency of the Party.

d) Where such Party is a body corporate, all internal resolutions required for the execution of these Terms have been duly passed.

e) Such Party’s entry into these Terms and performance of its obligations under these Terms will not violate or conflict with, or exceed any limit imposed by (i) any law or regulation to which it is subject, (ii) any other agreement, instrument or undertaking binding upon it; (iii) where such Party is a body corporate, its constitutional documents/memorandum and articles of association.

6.2. Market Maker’s Representations and Warranties

6.2.1 Market Maker represents and warrants as of the date of these Terms as follows:

a) Market Maker is a corporation duly organized, validly existing, and in good standing, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted;

b) These Terms constitute a legal, valid, and binding obligation of the Market Maker, enforceable in accordance with its terms. Market Maker acknowledges and agrees that, upon execution of these Terms, they shall be bound by its terms and conditions, and shall fulfil all obligations and duties as specified herein;

c) Market Maker has sufficient expertise, experience, and know-how to conduct and perform the market-making Services under these Terms;

d) Market Maker has acquired technology and infrastructure for the performance of the Service;

e) Market Maker holds all licenses, registrations, and approvals required to perform the Service in the relevant jurisdictions and complies with all applicable laws and regulations.

6.3. Client's Representations and Warranties

6.3.1. Client represents and warrants as of the date of these Terms as follows:

a) The transactions in accordance with these Terms are not prohibited by any law or regulation to which it is subject.

b) Client is the sole, lawful, and beneficial owner of Tokens with full right, title, and authority to lend such tokens under these Terms.

c) Liquidity Tokens are free and clear of any liens, pledges, charges, security interests, encumbrances, or third-party claims.

d) Client complies with all anti-money laundering and anti-terrorism, and financing requirements under the applicable law.

e) Client has such knowledge and experience in financial matters, business, and technology, including but not limited to blockchain technology and other considerations relating thereto to be able to evaluate risks and merits of these Terms and acknowledges and agrees that Client shall enter into these Terms at its own risk. For the avoidance of the doubt, the Market Maker shall not, at any point in time, assume the risk of any and all losses that may be incurred by Client, whether or not such losses arise from factors beyond the Market Makers’s control, as result of handling the Tokens or otherwise, including but not limited to the following risks:

• The Tokens are new Digital Asset for which there is no established market and there can be no assurance that a secondary market will develop because the liquidity of any market for the Tokens will depend on number of factors including, but not limited to: (i) the number of holders of the Tokens; (ii) the performance of Tokens, (iii) the market for similar and comparable Digital Assets; (iv) the interest of other stakeholders in making a market in respect of the Tokens and (v) regulatory developments that may impact the Tokens or the Digital Assets industry generally;

• failure, malfunction, or breakdown of, or disruption to the operations of any third-party exchanges, platforms, wallets, blockchain, blockchain-based software systems, or any other blockchain technology in connection with the transactions contemplated in these Terms, which Client or Market Maker relies on, due to occurrences of a change in the existing source code or the creation of new and additional source code for a blockchain;

• Disruptions arising from various events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions to transactions contemplated by these Terms, such as disruptions caused by software viruses or attacks by unauthorised persons on the computer systems that Market Maker relies on;

• any virus, error, bug, flaw, defect, or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability, or tradeability, and other material characteristics of the Digital Assets that are subject to these Terms;

• Tokens may decrease in value over time and/or lose all monetary value; and

• Tokens may be subject to investigation and enforcement actions from national authorities, and these authorities may make changes to existing law and regulations and/or rules that will affect Tokens, Digital Assets blockchain technology, and their applications.

f) All documents delivered by Client to Market Maker pursuant to these Terms are true, accurate and complete in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact of information the omission of which would make any documents and information provided misleading or incomplete.

g) The Client provided the Market Maker with all relevant information and data for the purposes of these Terms. The Client confirms that there is no matter, event, circumstance, or other information known to it which would make any information provided to the Market Maker misleading or incomplete, or any fact or information the omission of which would make such information misleading or incomplete.

6.3.2. The Client understands and agrees that the Market Maker does not warrant or guarantee any profit, return, or specific financial result from the Services under these Terms. Nothing in these Terms, and nothing said or provided by the Market Maker, should be understood as a promise or assurance of financial gain. The Market Maker is not responsible if the Services do not lead to any expected or desired outcome.

6.3.3. Except for the express representations and warranties set forth in this Clause 6 each Party disclaims all other representations and warranties of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or the achievement of any specific trading volume, liquidity level, price performance, or market outcome.

7. Market Conduct Restrictions

7.1. The Market Maker shall conduct the Service as a fair, transparent, and ethical manner, and in full compliance with all applicable laws, rules, and regulations governing financial markets, including those relating to market abuse, anti-manipulation, anti-fraud, and anti-money laundering.

7.2. Without limiting the foregoing, the Market Maker shall not, directly or indirectly, engage in any form of market manipulation, including wash trading, spoofing, layering, quote stuffing, front-running, or any other trading strategy intended to create a false or misleading appearance of trading volume, liquidity, or price movement. The Market Maker shall also refrain from artificially inflating the market price of the Tokens or otherwise creating artificial volatility for the purpose of influencing perception, investor behaviour, or market value.

8. Obligation of the Client to Provide Information

8.1. The Client shall:

a) Provide all material information necessary in a timely manner and co-operate with the Market Maker in all matters relating to the provision of the Services:

b) if the Client fails to provide any of the above, and performance of Services is delayed, the Market Maker will not be liable for any costs, charges, or losses sustained by the Client.

9. Market Maker's Good Governance and Quality Commitment

9.1. Market Maker shall not misuse any Liquidity Tokens outside the scope of the Services under these Terms and shall maintain proper infrastructure and security standards to provide the Services under these Terms.

9.2. The Market Maker shall review and, where appropriate, agree with the Client on any additional KPIs requested, including but not limited to: minimum trading volumes, depth of liquidity, quote responsiveness, and latency metrics. In the event of any technical failure, incident response time and resolution efforts shall be made in good faith and communicated promptly to the Client.

10. Mutual Confidentiality Obligation

10.1. For the purposes of these Terms, “Confidential Information” shall mean all confidential information relating to the business, affairs, customers, clients, suppliers or plans, intentions, intellectual property (whether registered or not) and market opportunities of the Market Maker as well as any other information of confidential nature in whatever nature and form (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) disclosed or made available, directly or indirectly, by the Market Makers or its employees, officers, representatives or advisers, or any Affiliate of the Market Maker or its employees, officers, representatives or advisers, to the Client and its representative.

10.2. Confidential Information shall not include information that:

a) is or becomes generally available to the public (other than as a result of its disclosure by the Client or its representatives in breach of these Terms, or as a result of a breach of non-disclosure agreement by any third party), except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information; or

b) was available to the Client on a non-confidential basis prior to disclosure by the Market Maker; or

c) was lawfully in the possession of the Client before the information was disclosed to it by the Market Maker as evidenced by written records; or

d) the Parties agree in writing that it is not confidential or may be disclosed.

10.3. If under or in connection with these Terms any of the Parties (“Receiving Party”) receives, is disclosed or comes into possession of any Confidential Information of the other Party (“Disclosing Party”), the Receiving Party undertakes to the Disclosing Party that it shall: (i) keep the Confidential Information secret and confidential; (ii) not use or exploit the Confidential Information in any way except for purposes of services under these Terms (“Purpose”); (iii) not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with these Terms; (iv) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose of these Terms and in accordance with these Terms; and (v) apply the same security measures and degree of care to the Confidential Information as the Receiving Party applies to its own confidential information, which the Receiving Party warrants as providing adequate protection from unauthorized disclosure, copying or use.

10.4. The Receiving Party may disclose confidential Information only to the minimum extent required by a final and enforceable order of any court of competent jurisdiction or any regulatory, judicial, governmental, or similar public body or taxation authority of competent jurisdiction. In such a case, the Receiving Party shall notify the Disclosing Party (in advance) of such obligation and cooperate in good faith with the Disclosing Party to determine the minimum required extent of such disclosure.

10.5. For the avoidance of any doubt, this Clause shall survive the termination of these Terms (regarding protection of Confidential Information received or disclosed during the term of these Terms).

10.6. Each Party agrees that it shall not make, or cause others to make, any false, misleading or negative statements about the other Party, its Affiliates, employees, officers, directors or business practices, and not take any actions that could harm the other Party’s reputation or business interests, to the extent allowed by applicable law.

11. Limitation of Liability

11.1. In no event will the Market Maker or any of its employees, directors, licensors, service providers, suppliers, or agents be liable under or in connection with these Terms or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability or otherwise, for any: (a) loss of production, use, business, revenue or profit or loss of data or diminution in value, (b) impairment, inability to use or loss, interruption, or delay of the services, (c) loss, damage, corruption, or recovery of data, or breach of data or system security; (d) cost of replacement goods or services, (e) loss of goodwill or reputation, or (f) consequential, incidental, indirect, exemplary, special, enhanced or punitive damages, regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedies of its essential purpose.

11.2. Except as stated below, the Market Maker’s total liability for any claims related to these Terms will not be more than the total net profit the Market Maker earned under these Terms in the twelve (12) months before the issue giving rise to the claim. This limit does not apply if the claim is based on (i) fraud or intentional misconduct, or (ii) a breach of the confidentiality obligations under these Terms.

11.3. Each Party acknowledges the risks in cryptocurrency as a novel digital instrument which is subject to technical and other innovation and where inherent risks cannot be fully excluded.

12. Notices

12.1. All notices, demands, and other communications shall be in the English language, unless otherwise specified or notified in writing by one Party to the other, and shall be sent in accordance with this Clause 12, or through such other means as a Party may duly notify the other Party of in writing from time to time.

12.2. The contact details of the Parties for the purposes of these Terms are specified in the Statement of Work.

12.3. Any such notice, demand, or communication shall be deemed to have been duly served

a) In the case of delivery by hand or by courier, when delivered;

b) in the case of email or any other form of electronic communication, at the time of transmission if transmitted error-free; and

c) in the case of post, on the second Weekday after the date of posting (if sent by local mail) and on the seventh Weekday after the date of posting (if sent by air mail),

provided that in each case where delivery by hand or by courier occurs on a day which is not a Weekday or after 6.00 p.m. on a Weekday, service shall be deemed to occur at 9.00 a.m. on the next following Weekday and in proving service, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped, posted and was properly addressed and despatched.

12.4. For the avoidance of doubt, any notice sent to legal counsel or marked "For the Attention of Lawyers" shall not, in itself, constitute valid notice under these Terms unless also sent in accordance with the above provisions directly to the relevant Party.

13. Term and Termination

13.1. These Terms shall commence on the Effective Date and shall remain in force unless and until the Stop Date (as outlined in the Statement of Work) or until regularly terminated by either Party by providing no less than fourteen (14) days’ prior written notice to the other Party. Termination shall not affect the rights or obligations of either Party with respect to any transactions executed prior to the termination date, except as otherwise provided in these Terms.

13.2. The Market Maker may terminate these Terms immediately upon written notice if continued performance becomes commercially impracticable or unsustainable.

13.3. Notwithstanding the foregoing, the Client may, upon notice to the Market Maker, terminate these Terms at any time and demand the return (repayment) of Liquidity Digital Assets in accordance with Clause 14.

13.4. Either Party may terminate these Terms for cause by providing written notice of a material breach. The breaching Party shall have ten (10) business days from receipt of such notice to cure the breach, failing which the Terms shall terminate at the end of that cure period.

13.5. In the event of a change in applicable law, regulation, or exchange rules that renders performance of these Terms impracticable or unlawful, the Market Maker may suspend or terminate these Terms immediately by written notice, without liability.

14. Effects of Termination

14.1. If the Agreement is terminated and after Market Maker is notified, then:

a) The Market Maker will issue a statement to the community within twenty-four (24) hours of receiving the termination notice.

b) The community will be given a period of fourteen (14) days to unwind trades, conduct a full market shutdown, close positions at market price, and avoid any abrupt disruptions (the "Delisting Notice Period"). After this period, the Market Maker shall immediately proceed to close the market, close all remaining open positions, and initiate and complete full repayment within two (2) working days.

14.2. At the request of the Market Maker, this period can be extended for an additional ten (10) days to allow for the unwinding of trades, a full market shutdown, position closures at market price, and to avoid any abrupt disruptions to users.

14.3. The Market Maker shall cease using the Liquidity Digital Assets after Delisting Notice Period, unless the Delisting Notice Period is prolonged in accordance with Clause 14.2.

14.4. For the avoidance of doubt, when the Client exercises its early repayment right:

a) no additional fees shall be payable by the Market Maker in connection with such repayment;

b) any partial repayment shall not preclude the Market Maker from making subsequent partial repayments under this Agreement;

c) final profit and loss calculation and distribution shall be conducted in accordance with the terms of this Agreement;

d) the Market Maker shall provide a final report summarizing the positions and any returns due, and;

5) all outstanding payments and obligations shall be settled within fourteen (14) days from the effective date of termination.

14.5. The Client acknowledges and agrees that any such repayment shall be made net of any realized trading losses incurred in the ordinary course of providing the Services prior to and up to the effective termination date.

14.6. The clauses on confidentiality obligations, liability limitation, jurisdiction, and governing law, as well as any other provisions which by their nature are intended to survive the termination or expiration of these Terms, shall remain in full force after any termination or expiration of these Terms.

15. Miscellaneous

15.1. Force Majeure. Neither Party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control. The affected Party must notify the other Party promptly and provide updates. Obligations are suspended during the Force Majeure (except for payments and confidentiality). If the event lasts more than 30 (thirty) days, either Party may terminate the agreement without liability, and Clause 14 may apply.

15.2. Entire Agreement. These Terms, together with any documentation or notifications referred to herein embodies all terms and conditions agreed upon between the Parties as to the subject matter of these Terms and supersedes and cancels in all respects all previous agreements and undertakings. if any, between the Parties with respect to the subject matter hereof, whether such be written or oral.

15.3. Modification. The Parties agree that these Terms shall be amended or modified in writing and signed by both parties.

15.4. Further Assurance. At any time after the date of these Terms, each Party shall, and shall use commercially reasonable endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as the other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of these Terms.

15.5.Severability. In the event any one or more of the provisions of these Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provisions of these Terms, and the remaining provisions of these Terms will remain operative and in full force and effect and will be interpreted according to the true will of the parties.

15.6. Dispute Resolution and Governing Law. Any dispute or claim arising out of or relating to these Terms shall first be addressed through good faith negotiations between the Parties, who agree to use reasonable efforts to resolve the matter amicably before initiating legal proceedings. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Switzerland (with the exclusion of any conflict of law rules that would lead to the use of any other laws which are not the laws of Switzerland).

15.7. Arbitration. Any dispute, controversy or claim arising out of, or in relation to, these Terms, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat of the arbitration shall be Zürich, Switzerland. The arbitration proceedings shall be conducted in English.

15.8. Assignment. Unless explicitly permitted by these Terms, these Terms, nor the rights contained herein may not be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other.

15.9. Counterparts. These Terms may be executed in electronic form and in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

15.10. Waivers. In no event shall any failure or delay by a Party in enforcing, exercising or pursuing any right, claim or remedy under these Terms be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived.

15.11. Disclaimer of Fiduciary Duty. The Parties acknowledge that the Market Maker is acting solely as an independent contractor under these Terms and shall not be deemed to owe any fiduciary, advisory, or other implied duties to the Client, except as expressly provided herein.