NITINX TERMS OF SERVICE Last Updated: June 29, 2026 These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “user”) and NitinX Payments, LLC, a Delaware limited liability company (“NitinX,” “Company,” “we,” “us,” or “our”), governing your access to and use of the NitinX platform, website (including but not limited to www.nitinx.com), mobile applications, and related services (collectively, the “Services”). Please read these Terms carefully before accessing or using the Services. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH REQUIRE YOU TO RESOLVE DISPUTES WITH NITINX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION. 1. OVERVIEW OF SERVICES 1.1 Description of Services NitinX operates a precious metal-backed settlement network that enables users to purchase, hold, swap, and redeem digital tokens backed by physical gold and silver (collectively, “NitinX Tokens” or “Tokens”). Each NitinX gold token represents 1/1000 troy ounce of physical gold, and each NitinX silver token represents 1/1000 troy ounce of physical silver. The physical precious metals underlying the Tokens are custodied in secure U.S. depositories maintained by reputable custodians. NitinX Tokens are issued on the blockchain. 1.2 Services Offered The Services may include, but are not limited to: (a) The ability to purchase NitinX Tokens through the NitinX platform using approved payment methods, including stablecoins; (b) The ability to hold, swap, and manage NitinX Tokens in self-custodial wallets; (c) The ability to redeem NitinX Tokens for physical precious metals at participating locations within the NitinX affiliate network, subject to applicable markups, fees, redemption requirements, and geographic availability; and (d) Access to platform features such as portfolio tracking, transaction history, and related informational tools. 1.3 Changes to Services We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. 1.4 Closed Beta Program The Services are currently offered in a closed beta phase (the “Beta Program”). During the Beta Program: (a) Access to the Services is limited to users who have been invited or approved to participate in the Beta Program; (b) You must successfully complete our account creation and Know Your Customer (“KYC”) verification procedures before accessing any Beta Program features; (c) Certain features of the Services may be unavailable, limited, or modified during the Beta Program, including but not limited to redemption services; (d) The Services may contain bugs, errors, or other issues that may affect performance or functionality; (e) We may change, suspend, or discontinue any aspect of the Beta Program at any time without notice; (f) Your participation in the Beta Program does not guarantee access to future versions of the Services; and (g) NitinX will notify you when the Beta Program is scheduled to terminate. Upon Beta Program termination, you will be required to affirmatively accept the updated Terms of Service as a condition of continued access to the Services. By participating in the Beta Program, you acknowledge and agree that the Services are provided on an “as is” and “as available” basis during this phase, and you assume all risks associated with using pre-release software and services. 2. ELIGIBILITY AND ACCOUNT REGISTRATION 2.1 Eligibility Requirements To access or use the Services, you must: (a) Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. If NitinX has reason to believe that you do not satisfy this requirement, NitinX may require you to submit documentation to provide evidence of age; (b) Be capable of forming a legally binding contract under applicable law. If you are accessing or using the Services on behalf of a corporation, limited liability company, partnership, trust, or other legal entity, you represent and warrant that: (i) you have full authority to bind that entity to these Terms; (ii) the entity has authorized you to act on its behalf in connection with the Services; (iii) the entity independently satisfies each eligibility requirement set forth in this Section; and (iv) all references to “you” and “your” in these Terms apply with equal force to the entity on whose behalf you are acting. NitinX may require documentation confirming your authority to act on behalf of any legal entity; (c) Not be a resident of, citizen of, or located in any jurisdiction where the use of the Services would be prohibited by applicable law, regulation, or sanctions; (d) Not be listed on any U.S. government or international sanctions list, including but not limited to the Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals and Blocked Persons List, the Bureau of Industry and Security’s Denied Persons List, or any equivalent list maintained by the United Nations, European Union, or United Kingdom; (e) Not be located in, organized in, or a resident of any country or territory that is subject to comprehensive sanctions by the United States, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, or the so-called Luhansk People’s Republic; (f) Domestic State and Territorial Restrictions and Money Transmission Licensing. You must not be a resident of, or currently located in, any U.S. state or territory in which NitinX does not have regulatory authorization required by applicable state or territorial law for NitinX to offer the Services to residents of that jurisdiction. A current list of U.S. states and territories in which the Services or specific features of the Services are restricted or unavailable pending NitinX’s licensure (the “Restricted Jurisdiction List”) is published and maintained at www.nitinx.com/states on the NitinX platform. The Restricted Jurisdiction List is updated as NitinX obtains or modifies required licenses and is incorporated into these Terms by reference. You acknowledge and agree that: (i) accessing or attempting to access the Services from a restricted jurisdiction is a violation of these Terms and may constitute a violation of applicable state law; (ii) NitinX may use technical means, including IP address detection and geolocation, to identify and block access from restricted jurisdictions; (iii) using a virtual private network, proxy service, or other means to mask your true location for the purpose of circumventing the restrictions set forth in this subsection (f) is expressly prohibited; and (iv) NitinX may suspend or terminate your Account without prior notice if it determines that you are located in or accessing the Services from a restricted jurisdiction; (g) New York Residents. The Services are not currently available to residents of the State of New York; (h) Texas Residents. The Services are not currently available to residents of the State of Texas; (i) FinCEN Registration and Federal Compliance. NitinX is registered with the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury as a money services business (“MSB”). As a registered MSB, NitinX is required to maintain an anti-money laundering (“AML”) compliance program, file Currency Transaction Reports and Suspicious Activity Reports as required by the Bank Secrecy Act, and implement customer identification and due diligence procedures. Your eligibility to use the Services is conditioned on your cooperation with NitinX’s AML compliance obligations; (j) KYC Verification. You must successfully complete NitinX's identity verification and Know Your Customer (“KYC”) procedures before accessing any feature of the Services that permits the purchase, transfer, swap, or management of NitinX Tokens. NitinX reserves the right to require enhanced due diligence procedures for accounts that present elevated risk profiles, including accounts associated with high transaction volumes, jurisdictions identified as higher-risk under NitinX’s AML compliance program, or accounts flagged during ongoing transaction monitoring; and (k) Continuing Eligibility. Eligibility is not a one-time determination made at the time of registration. You represent, warrant, and covenant that each of the requirements set forth in this Section is and will remain satisfied on a continuing basis for so long as you maintain an Account or use the Services. You agree to notify NitinX promptly at support@nitinx.com if any representation made in this Section becomes inaccurate or incomplete. NitinX reserves the right to suspend or terminate any Account at any time, with or without prior notice, upon determining that a user no longer satisfies any eligibility requirement. 2.2 Account Registration To access certain features of the Services, you must register for an account (“Account”). During the registration process, you agree to: (a) Provide true, accurate, current, and complete information about yourself as required; (b) Maintain and promptly update your registration information to keep it true, accurate, current, and complete; (c) Successfully complete all required KYC and Anti-Money Laundering (“AML”) verification procedures as described below; and (d) Maintain the confidentiality of your Account credentials and accept responsibility for all activities that occur under your Account. 2.3 Know Your Customer and Anti-Money Laundering Compliance You acknowledge and agree that NitinX is required to comply with applicable KYC and AML laws, rules, and regulations. As a condition of using the Services, you agree to: (a) Submit all required identity verification documentation promptly upon request, including but not limited to government-issued identification, proof of address, and other documentation as we may require; (b) Provide accurate and complete information for all verification procedures; (c) Cooperate with NitinX and our third-party verification service providers in completing any required verification procedures; and (d) Notify us immediately if any information you have provided becomes inaccurate or incomplete. We reserve the right to refuse, suspend, or terminate your Account at any time if we are unable to verify your identity, if you fail to complete required verification procedures, if you fail any AML screening, or if we determine in our sole discretion that your use of the Services poses a compliance risk. 2.4 Account Security You are solely responsible for maintaining the security and confidentiality of your Account credentials, including your password and any access credentials for your digital wallet. You agree to: (a) Immediately notify us of any unauthorized use of your Account or any other breach of security; (b) Not share your Account credentials with any other person; (c) Not sell, trade, transfer, or assign your Account to any other person; and (d) Take all reasonable precautions to prevent unauthorized access to your Account. We are not responsible for any loss, damage, or liability arising from unauthorized access to your Account, whether or not such access was caused by your negligence or failure to maintain adequate security. 2.5 Business and Entity Accounts If you register for or use an Account on behalf of a corporation, limited liability company, partnership, trust, or other legal entity (a “Business Account”), the representations in Section 2.1(b) apply, and you further represent and warrant that you are an authorized representative with power to bind that entity to these Terms. NitinX conducts Know Your Business (“KYB”) due diligence on each Business Account. As a condition of approval and continued use, you agree to provide, and to keep current, the documentation NitinX reasonably requires, which may include the entity’s formation and good-standing documents, its taxpayer identification number, identification and verification of each beneficial owner of 25 percent or more and of each individual with significant responsibility to control or manage the entity, and evidence of your authority to act for the entity. Each beneficial owner and control person may be subject to individual identity verification and sanctions screening. Business Accounts are subject to enhanced due diligence under Section 2.1(j) and are reviewed and approved by NitinX rather than approved automatically. NitinX may decline, condition, suspend, or terminate a Business Account, and may require additional documentation at any time, in connection with its KYB, anti-money-laundering, and sanctions obligations. Your use of the Services for the entity’s internal business purposes is permitted under the license in Section 7.2. For this purpose, “internal business purposes” means use by the entity and its authorized representatives for the entity’s own account and internal business operations. The restrictions in Section 6.2 on reselling or dealing in NitinX Tokens apply to Business Accounts. 3. WALLETS AND TOKEN MANAGEMENT 3.1 Self-Custodial Wallets NitinX Tokens are delivered to self-custodial digital wallets that are provisioned to you when creating an Account. You acknowledge and agree that: (a) You are solely responsible for the security and management of your wallet, including safeguarding your private keys, seed phrases, and recovery credentials; (b) NitinX does not have custody or control over your wallet or the assets held therein, and neither the issuer-level Token actions described in Section 3.3 nor the wallet recovery described in Section 3.4 gives NitinX custody or control of your wallet or your Tokens; (c) Loss of your private keys or seed phrase may result in permanent loss of access to your Tokens, and NitinX cannot reconstruct a lost private key or seed phrase; (d) You should never share your private keys or seed phrase with anyone, including NitinX personnel; and (e) NitinX will never ask you for your private keys or seed phrase. 3.2 Blockchain Transactions You acknowledge and agree that transactions involving NitinX Tokens are recorded on the blockchain and are subject to the inherent risks and limitations of blockchain technology, including but not limited to: (a) Transaction finality and irreversibility once confirmed on the blockchain; (b) Network congestion, delays, or disruptions; (c) Potential for smart contract or blockchain program vulnerabilities or exploits, including those arising from the blockchain’s native programming language, the asset token standard used for NitinX Tokens, or from other components of the underlying blockchain protocol; (d) Regulatory uncertainty regarding blockchain technology and digital assets; and (e) Technical issues or bugs in the blockchain protocol. NitinX is not responsible for any loss or damage arising from blockchain-related issues, delays, or failures. 3.3 Revocable Tokens; Legally Required Token Actions. NitinX Tokens are issued as revocable tokens. The entity that issues a NitinX Token holds, or directs the exercise of, a limited, protocol-level capability to recall that Token, and, where applicable, to retire it, including a Token that has already been delivered to your self-custodial wallet. This capability resides at the token-issuance layer and is exercised, if at all, only by or at the direction of the issuing entity for the applicable Token, and only to the extent, and for so long as, necessary to address one or more of the following circumstances: (a) compliance with a binding order of a court or of a governmental or regulatory authority of competent jurisdiction; (b) compliance with obligations administered by the U.S. Office of Foreign Assets Control or another applicable sanctions authority; (c) compliance with the Bank Secrecy Act and other applicable anti-money-laundering laws; or (d) a determination that you are, or that a Token is associated with, a sanctioned or legally prohibited person. This capability is not exercised for any discretionary, commercial, or platform-management purpose. NitinX does not hold any private key to your self-custodial wallet, and NitinX cannot access, move, transfer, freeze, or recall NitinX Tokens held in your self-custodial wallet. You hold sole control of your wallet and the Tokens in it. Where a circumstance described above arises, NitinX’s role is limited to referring the matter to the entity responsible for issuing the applicable Token (which, for gold and silver Tokens, is an affiliate of NitinX and, for any stablecoin, is the third-party issuer), which is independently responsible for determining whether and how to act with respect to its Tokens. Any stablecoin made available through the Services is issued by a third-party issuer. That issuer, and not NitinX, issues, holds, and controls the stablecoin, and any freeze, recall, or other action with respect to the stablecoin, including any action required under the GENIUS Act or under applicable sanctions or anti-money-laundering laws, and including any revocation of the stablecoin in connection with the failure, reversal, or chargeback of a payment used to acquire it, is performed solely by that issuer. NitinX does not issue, hold, or control any stablecoin made available through the Services. NitinX does not hold any key that controls the stablecoin and does not control whether or when the issuer revokes the stablecoin, including upon a failed, reversed, or charged-back payment, and that determination and its execution rest solely with the issuer. You acknowledge and authorize the entity that issues each NitinX Token, including any NitinX affiliate that issues the gold or silver Tokens and the third-party issuer of any stablecoin, to take the Token actions described in this Section 3.3. References to NitinX affiliates in these Terms do not make you a party to any agreement with, or create any obligation owed to you by, any such affiliate, and do not change the separate existence or the bankruptcy-remote status of any NitinX affiliate. 3.4 Wallet Recovery. Your wallet is a vault controlled by two keys with separate roles. Your spend key, which you hold (for example, as a passkey in your device’s secure enclave or in a signing application), authorizes ordinary transactions. Your recovery key can be used only to change the keys on your vault and can never authorize an ordinary transaction. NitinX holds neither your spend key nor your recovery key, and NitinX cannot reconstruct, derive, or access either one. Your wallet supports a recovery process for the situation in which your spend key is lost. As described in Section 3.1, NitinX cannot reconstruct a lost key, and recovery does not restore your lost key. Instead, recovery re-keys your vault to a new key that you alone control and that NitinX never sees. NitinX never takes your Tokens in recovery and never holds your new key. The recovery process does not give NitinX custody or control of your wallet or your Tokens. You may designate one or more persons permitted to initiate a recovery of your vault, and you may add recoverers of your choosing. By default, NitinX is assigned as a recoverer. A recovery occurs in one of two ways. If you still hold your spend key, you may re-key your vault at any time, without a waiting period. If your spend key is lost, or if a recoverer initiates a recovery, the re-key is subject to a waiting period (the “Recovery Period”) disclosed on the platform. NitinX will notify you when a recovery has been initiated, and, so long as you still hold your spend key, you may cancel the recovery before it takes effect. The re-key completes only after the Recovery Period expires. Your ability to cancel a recovery depends on your continuing to hold your spend key and on your acting within the Recovery Period. If you have lost your spend key, you will not be able to cancel a recovery, and the Recovery Period will operate as a delay before the re-key completes rather than as a right to prevent it. Accordingly, while you hold your spend key, NitinX cannot re-key your vault without your permission. If you have lost your spend key, a recoverer you have designated, which by default includes NitinX, may complete a re-key after the Recovery Period to a new key that you alone control. 4. TOKEN PURCHASES AND REDEMPTIONS 4.1 Purchasing Tokens You may purchase NitinX Tokens through the Services using approved payment methods. Fiat payments are processed by a third-party settlement partner, and NitinX does not take custody of your fiat funds. All purchases are subject to: (a) Successful completion of KYC and AML verification procedures; (b) Availability of Tokens; (c) Payment of applicable purchase prices and fees; and (d) Compliance with these Terms and applicable law. NitinX acts as principal in Token transactions. NitinX sells Tokens from its own inventory and may purchase Tokens, sets prices based on the spot price of the underlying metal plus a spread, and may hold Token inventory and related hedging positions. NitinX may be the counterparty to your transaction, including by taking the other side of it, and is not a neutral intermediary, broker, or agent acting on your behalf. NitinX may earn the spread and may profit or incur losses on its inventory and hedging positions. 4.2 Backing and Custody Each NitinX Token is fully backed one-to-one (1:1) by physical gold or silver held in secure U.S. depositories operated by custodians. The physical gold and silver backing the Tokens is held by bankruptcy-remote NitinX affiliates that hold the metal in trust for the benefit of Token holders. NitinX maintains reserves intended to equal or exceed the total outstanding supply of Tokens in issuance at all times. 4.3 Token Redemptions; Redemption Restrictions Subject to applicable terms, conditions, verification requirements, and the redemption restrictions described below, holders of NitinX Tokens may redeem their Tokens for physical precious metals. You acknowledge and agree that redemption services are subject to significant limitations during the Beta Program and initial launch of the Services. THE ABILITY TO REDEEM NITINX TOKENS FOR PHYSICAL PRECIOUS METALS IS NOT CURRENTLY AVAILABLE AND WILL BE RESTRICTED UNTIL NITINX HAS SUCH REGULATORY APPROVALS AS NITINX DETERMINES ARE NECESSARY OR ADVISABLE. NitinX will notify users when redemption services become available. Until such notice is provided, you may not redeem Tokens for physical precious metals, and your use of Tokens is limited to purchasing, holding, transferring, and swapping Tokens through the platform. Even after redemption services become available, redemption locations will be limited to participating affiliate network locations. NitinX is actively expanding its affiliate network; however, participating redemption locations may not be available in all states, regions, or countries at the time redemption services launch or at any time thereafter. Redemption is not available on a nationwide or global basis at launch. The availability of redemption services in any particular location is subject to change and may depend on regulatory approvals, affiliate partnerships, and operational capacity. Please check the NitinX platform for the most current information regarding participating redemption locations in your area. When redemption services are available, redemptions will be subject to: (a) Availability of redemption services in your geographic location and satisfaction of all applicable redemption restrictions described above; (b) Successful completion of KYC and AML verification procedures; (c) Availability of physical precious metals at participating redemption locations within the NitinX affiliate network; (d) Payment of applicable redemption fees and markups above the spot price of the underlying metal, which may vary based on the form of the physical metal requested (e.g., bars, coins); (e) Compliance with all applicable laws and regulations, including local laws at the redemption location; and (f) Such other conditions as NitinX or participating redemption locations may impose. During the period in which Token redemption is unavailable, NitinX Tokens retain their backing by physical precious metals as described in Section 4.2. The restriction on redemption does not affect NitinX’s obligation to maintain full backing. NitinX reserves the right to modify, suspend, limit, or terminate redemption services at any time and for any reason, including due to regulatory requirements, licensing conditions, or operational constraints. The availability of redemption services is not guaranteed and may vary by location and over time. Physical Delivery by Mail. If and when NitinX makes redemption available by delivery of physical metal to an address you provide, the following additional terms apply. Physical metal is shipped to the verified address associated with your completed identity verification, and a change to your delivery address may require additional verification before a redemption is processed. Shipments are insured in transit to the extent disclosed at the time of redemption; title to, and risk of loss of, the physical metal pass to you upon delivery to the carrier; and you agree to inspect your shipment promptly upon delivery and to report any loss or damage within the period stated at redemption. You are responsible for the redemption price, including any spread or markup above the spot price of the underlying metal, which may vary by the form of metal requested, together with the applicable delivery fee, insurance fee, and any sales, use, or similar taxes that apply to the physical delivery based on your delivery location. Each redemption by mail is subject to identity, sanctions, and anti-money-laundering review before it is processed, and reduces the outstanding supply of the redeemed Tokens and the corresponding reserve so that all outstanding Tokens remain fully backed as described in Section 4.2. 4.4 Third-Party Redemption Locations NitinX is developing a network of third-party jewelry stores and precious metals dealers to provide redemption services (the “Affiliate Network”). You acknowledge that: (a) The Affiliate Network is being developed on a phased basis and may not include locations in all geographic areas at launch or at any time thereafter; (b) Redemptions at third-party locations are subject to the policies and procedures of those locations; (c) NitinX is not responsible for the acts or omissions of third-party redemption partners; and (d) The participation of any location in the Affiliate Network may be terminated at any time, and NitinX does not guarantee the continued availability of any particular redemption location. 4.5 Stablecoin Payments NitinX may accept payment in branded stablecoins issued by third-party partners. You acknowledge that NitinX is not responsible for the operation, stability, or regulatory compliance of any third-party stablecoin or stablecoin issuer. Your use of stablecoins is subject to the terms and conditions of the applicable stablecoin issuer. Any payment stablecoin currently made available through the Services is issued by a third-party issuer and not by NitinX. 5. FEES NitinX may charge fees in connection with the Services, including but not limited to transaction fees, mint/redeem spreads, and other fees as disclosed on the platform. We reserve the right to modify our fee structure at any time. Any changes to fees will be posted on the platform and will apply to transactions occurring after the change becomes effective. You are responsible for reviewing the applicable fee schedule before engaging in any transaction. 6. USER OBLIGATIONS AND PROHIBITED CONDUCT 6.1 General Obligations By using the Services, you agree to: (a) Comply with all applicable laws, rules, and regulations; (b) Use the Services only for lawful purposes; (c) Provide accurate, complete, and current information as required; (d) Maintain the confidentiality and security of your Account credentials; (e) Promptly notify us of any unauthorized access to your Account; and (f) Cooperate with any investigation or inquiry conducted by NitinX or regulatory authorities. 6.2 Prohibited Conduct You agree that you will not, directly or indirectly: (a) Use the Services for any illegal or fraudulent purpose, including but not limited to money laundering, terrorist financing, sanctions evasion, or tax evasion; (b) Use the Services in violation of any applicable law, rule, or regulation, including export control and sanctions laws; (c) Provide false, misleading, or inaccurate information to NitinX; (d) Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity; (e) Access or attempt to access any portion of the Services to which you have not been granted access; (f) Interfere with or disrupt the operation of the Services, including by introducing viruses, malware, or other harmful code; (g) Circumvent, disable, or otherwise interfere with security features of the Services; (h) Use any automated means, including robots, spiders, or scrapers, to access, collect data from, or interact with the Services; (i) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (j) Engage in market manipulation, wash trading, or any other deceptive trading practices; (k) Use a virtual private network or other service to mask your location for the purpose of evading applicable laws, sanctions, or these Terms; (l) Use the Services to conduct any activity that constitutes or promotes illegal activity; (m) Engage in any activity that restricts or inhibits any other user from using or enjoying the Services; or (n) Violate or infringe upon the rights of NitinX or any third party, including intellectual property rights, privacy rights, or contractual rights. (o) Acquire, hold, or use NitinX Tokens for the purpose of reselling, redistributing, or marketing them to any third party, or hold yourself out as a dealer, market maker, or reseller of NitinX Tokens, in each case without our prior written consent. 7. INTELLECTUAL PROPERTY RIGHTS 7.1 Ownership All intellectual property rights in and to the Services, including but not limited to the platform, website, mobile applications, software, content, designs, trademarks, logos, and trade dress (collectively, “NitinX IP”), are owned by or licensed to NitinX and are protected by United States and international intellectual property laws. Except for the limited license granted in these Terms, no rights or licenses to NitinX IP are granted to you. 7.2 Limited License Subject to your compliance with these Terms, NitinX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal use or, if you are a Business Account, your internal business purposes (as described in Section 2.5). This license does not include any right to: (a) Modify, copy, distribute, or create derivative works based on the Services or NitinX IP; (b) Use the Services or NitinX IP for any commercial purpose beyond your own internal business use, including to resell, sublicense, or otherwise make the Services available to any third party, without our prior written consent; (c) Remove or alter any proprietary notices or labels on the Services or NitinX IP; or (d) Use the Services or NitinX IP in any manner not expressly authorized by these Terms. 7.3 Trademarks The NitinX name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of NitinX or its affiliates. You may not use such marks without our prior written permission. 7.4 Feedback If you provide us with any suggestions, comments, feedback, or ideas regarding the Services (“Feedback”), you hereby grant to NitinX a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use and exploit the Feedback for any purpose without restriction or compensation to you. 8. PRIVACY Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy. Our Privacy Policy can be found at www.nitinx.com/legal/privacy-policy/. 9. DISCLAIMERS 9.1 General Disclaimer THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NITINX DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 9.2 No Guarantee of Availability NITINX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 9.3 Precious Metals Market Risks YOU ACKNOWLEDGE THAT THE PRICES OF GOLD, SILVER, AND OTHER PRECIOUS METALS ARE HIGHLY VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY. NITINX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUTURE VALUE OF ANY TOKENS OR THE UNDERLYING PRECIOUS METALS. YOU ASSUME ALL RISKS ASSOCIATED WITH PRICE VOLATILITY. 9.4 Blockchain and Digital Asset Risks YOU ACKNOWLEDGE AND ACCEPT THE INHERENT RISKS ASSOCIATED WITH BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO: (a) REGULATORY UNCERTAINTY AND THE POTENTIAL FOR ADVERSE REGULATORY ACTION; (b) TECHNOLOGICAL VULNERABILITIES, INCLUDING SMART CONTRACT BUGS OR EXPLOITS; (c) NETWORK CONGESTION, DELAYS, OR FAILURES; (d) THE POTENTIAL FOR LOSS OF ACCESS TO TOKENS DUE TO LOST CREDENTIALS; AND (e) MARKET VOLATILITY AND LIQUIDITY RISKS. 9.5 No Financial Advice and Regulatory Characterization of Tokens (a) No Financial Advice. THE SERVICES AND ANY INFORMATION PROVIDED THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, INVESTMENT, TAX, LEGAL, OR OTHER PROFESSIONAL ADVICE. NITINX IS NOT A BANK, BROKER-DEALER, INVESTMENT ADVISER, OR REGISTERED FINANCIAL INSTITUTION. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING ANY FINANCIAL DECISIONS. (b) Federal Regulatory Characterization of NitinX Tokens. NitinX Tokens are commodity-backed digital assets designed to represent direct ownership interests in physical precious metals. NitinX has determined that the Tokens do not constitute “securities” within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934 on the basis that the Tokens are not investment contracts, notes, or other instruments of the types subject to registration under those statutes. In particular, NitinX’s determination reflects that: (i) each Token represents a fixed, one-to-one interest in a specific physical commodity rather than a share in a common enterprise; (ii) any potential for appreciation in Token value derives from movements in the spot price of the underlying commodity and not from the managerial or entrepreneurial efforts of NitinX or any third party; and (iii) the Tokens are not marketed as investment vehicles or instruments on which holders may expect to profit from NitinX’s efforts. Accordingly, the Tokens have not been registered with the U.S. Securities and Exchange Commission, and no registration is required as a condition of their issuance, sale, or transfer under federal law. Nothing in these Terms constitutes an offering of, or solicitation to purchase, any federally regulated security. (c) California Regulatory Characterization of NitinX Tokens. The Services are governed by the laws of the State of California. NitinX has determined that the Tokens do not constitute “securities” under the California Corporate Securities Law of 1968 (the “CSL”) on the basis that: (i) each Token is fully backed on a one-to-one basis by physical precious metals held in qualified, insured depositories, such that the Token holder's return is derived entirely from commodity price movements and not from NitinX’s managerial or entrepreneurial efforts; (ii) the risk capital invested by Token purchasers is not being deployed to fund NitinX’s business operations or used to generate enterprise-level returns for distribution to Token holders; and (iii) the Tokens are not structured or marketed in a manner designed to cause purchasers to expect profit primarily from the efforts of NitinX. Accordingly, NitinX has not qualified the Tokens for sale in California pursuant to Cal. Corp. Code § 25110, and no qualification is required as a condition of their issuance, sale, or transfer under California law. Nothing in these Terms constitutes an offering of any security requiring qualification under the CSL. (d) No Guarantee of Regulatory Status; California and Federal Evolving Legal Landscape. The regulatory characterization of digital assets, including precious metal-backed tokens, is subject to ongoing and evolving legal, regulatory, and judicial development at both the federal and California state levels. NitinX makes no representation or warranty that the current characterization of the Tokens as non-securities under federal law or under the CSL will remain unchanged. In the event that any governmental authority of competent jurisdiction determines that the Tokens constitute securities under applicable law, NitinX reserves the right to modify, restrict, or suspend the Services to the extent necessary to comply with such determination. YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED THE REGULATORY AND LEGAL STATUS OF NITINX TOKENS UNDER BOTH FEDERAL AND CALIFORNIA LAW AND HAVE NOT RELIED SOLELY ON ANY REPRESENTATION BY NITINX IN MAKING YOUR DECISION TO USE THE SERVICES OR ACQUIRE NITINX TOKENS. (e) California Commodities Law. Nothing in these Terms shall be construed as an admission or representation that the Tokens constitute “commodities” subject to the jurisdiction of the California Department of Financial Protection and Innovation under the California Commodity Law of 1990 (Cal. Corp. Code §§ 29500 et seq.) (the “CCL”). NitinX has determined that the Tokens, as instruments representing direct ownership of physical precious metals held in third-party custody for the account of Token holders, are not contracts for the future delivery of a commodity within the meaning of the CCL. You acknowledge that the characterization of digital assets under the CCL is subject to ongoing regulatory and judicial development. (f) No CFTC Registration. NitinX does not represent that the Tokens are “digital commodities” registered or approved under the Commodity Exchange Act or that NitinX is registered with the Commodity Futures Trading Commission (“CFTC”) in any capacity. To the extent the Tokens are determined to constitute digital commodities subject to CFTC jurisdiction NitinX will take such action as it determines necessary to comply with applicable law, which may include modification or suspension of the Services. For the avoidance of doubt, no provision of these Terms shall be construed as an agreement to submit to CFTC jurisdiction or as a representation that any transaction on the NitinX platform constitutes a commodity contract, swap, or futures contract. 9.6 Third-Party Services THE SERVICES MAY CONTAIN LINKS TO OR INTEGRATE WITH THIRD-PARTY WEBSITES, APPLICATIONS, OR SERVICES. NITINX DOES NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES. YOUR USE OF ANY THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTIES. 9.7 Regulatory Status and Money Transmission NitinX is in the process of applying for and obtaining regulatory licenses and approvals as it determines necessary or advisable for the operation of the Services. You acknowledge and agree that: (a) Certain features of the Services, including Token redemption, may be restricted, limited, or unavailable until NitinX has obtained or applied for appropriate regulatory licenses or approvals; (b) The regulatory landscape for digital assets and precious metal-backed tokens is evolving, and changes in laws, regulations, or regulatory interpretations may affect the availability or nature of the Services; (c) NitinX makes no representations or warranties regarding the timing or outcome of any license application or regulatory approval process; and (d) NitinX may modify, suspend, or discontinue any aspect of the Services as necessary to comply with applicable laws, regulations, or regulatory requirements. 10. LIMITATION OF LIABILITY 10.1 Exclusion of Consequential Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NITINX, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF NITINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 Cap on Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF NITINX AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO NITINX DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. 11. INDEMNIFICATION You agree to indemnify, defend, and hold harmless NitinX, its affiliates, and their respective directors, officers, employees, agents, contractors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your use or misuse of the Services; (b) Your violation of these Terms; (c) Your violation of any applicable law, rule, or regulation; (d) Your violation of the rights of any third party; (e) Any inaccurate or false information you provide to NitinX; or (f) Any content or materials you submit, post, or transmit through the Services. NitinX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims. 12. TERMINATION 12.1 Termination by You You may terminate your Account at any time by contacting us at support@nitinx.com. Upon termination, you must cease all use of the Services. 12.2 Termination by NitinX We may suspend or terminate your Account and access to the Services at any time, with or without cause and with or without notice, including if we believe that: (a) You have violated these Terms; (b) You have engaged in fraudulent, illegal, or unauthorized activity; (c) Your use of the Services poses a compliance, security, or operational risk; (d) You have failed to complete or pass required verification procedures; or (e) We are required to do so by law, regulation, or court order. 12.3 Effect of Termination Upon termination of your Account: (a) Your license to use the Services will immediately terminate; (b) You must cease all use of the Services; (c) We may retain records of your Account and transactions as required by law; and (d) Any Tokens held in your self-custodial wallet will remain in your possession, subject to applicable laws and regulations. If NitinX terminates your Account while a Token purchase transaction is pending settlement, NitinX will use commercially reasonable efforts to either complete the delivery of such Tokens to your wallet or refund the applicable purchase price. 12.4 Survival All sections of these Terms that by their nature should survive termination of these Terms shall survive termination. 13. DISPUTE RESOLUTION 13.1 Agreement to Arbitrate Except as expressly provided in this Section 13, you and NitinX agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (each, a “Dispute”) will be resolved exclusively through final and binding arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) under its then-current Comprehensive Arbitration Rules and Procedures, rather than in court. 13.2 Pre-Arbitration Dispute Resolution Before initiating arbitration, you and NitinX agree to attempt to resolve any Dispute informally. You must send a written notice describing the Dispute to NitinX by a means provided for in Section 15.6 (a “Notice”). We will attempt to resolve the Dispute within 60 days after receiving your Notice. If the Dispute is not resolved within 60 days, either party may commence arbitration proceedings. 13.3 Arbitration Procedures The arbitration will be conducted by a single arbitrator selected in accordance with JAMS rules. The arbitration will be conducted in English and will be held in San Jose, California, or at another location mutually agreed upon by the parties. The arbitrator will have the authority to grant any remedy that would otherwise be available in court, except as limited by these Terms. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. 13.4 Class Action Waiver YOU AND NITINX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND NITINX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. 13.5 Jury Trial Waiver BY AGREEING TO ARBITRATION, YOU AND NITINX ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. 13.6 Small Claims Court Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdiction of such court. 13.7 Injunctive Relief Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm pending arbitration. 13.8 Costs and Fees (a) Filing Fees for Consumer Users. For any arbitration proceeding in which you are acting as a consumer user, meaning an individual accessing the Services for personal, family, or household purposes rather than in connection with a trade or business, NitinX will pay all JAMS filing fees, case management fees, and arbitrator compensation. This obligation is not conditioned on the outcome of the arbitration and applies regardless of which party initiates the proceeding. NitinX will not seek reimbursement of JAMS fees and costs from a consumer user except where the arbitrator finds, in a written determination, that the consumer user’s claim was frivolous or brought in bad faith. (b) Filing Fees for Business Users. For any arbitration proceeding initiated by or against a user accessing the Services in connection with a trade or business, JAMS filing fees, case management fees, and arbitrator compensation will be allocated in accordance with the then-current JAMS Comprehensive Arbitration Rules and Procedures. (c) Attorneys’ Fees. Each party shall bear its own attorneys’ fees and costs in connection with any arbitration proceeding, subject to the following: (i) the arbitrator may award reasonable attorneys’ fees and costs where authorized by applicable California statutory law; and (ii) the arbitrator may award reasonable attorneys’ fees and costs against a party whose claim or defense the arbitrator finds to be frivolous or brought in bad faith. (d) Offer of Settlement. NitinX may, at any time before the arbitrator issues a final award, make a written offer of settlement to you. If you reject the offer and the arbitrator's final award is equal to or less than the amount offered by NitinX, you may be responsible for NitinX’s attorneys’ fees and costs incurred after the date of the rejected offer, to the extent permitted by applicable law. 13.9 Severability of Arbitration Provisions If any portion of this Section 13 is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver in Section 13.4 is found to be unenforceable, then the entirety of this Section 13 (other than this severability provision) shall be null and void, and the Dispute shall be decided by a court. 14. GOVERNING LAW These Terms and any Dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. For any matters not subject to arbitration as provided in Section 13, you and NitinX submit to the exclusive personal jurisdiction of the state and federal courts located in Santa Clara County, California. 15. GENERAL PROVISIONS 15.1 Entire Agreement These Terms, together with our Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and NitinX regarding your use of the Services and supersede all prior and contemporaneous agreements, representations, and understandings. 15.2 Amendments We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services or by other means. The updated Terms will become effective as of the “Last Updated” date indicated at the top of these Terms. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services. 15.3 Waiver Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by NitinX. 15.4 Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable. 15.5 Assignment You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. NitinX may assign or transfer these Terms or any rights or obligations hereunder without restriction. Any purported assignment in violation of this Section shall be null and void. 15.6 Notices NitinX may provide notices to you by posting on the Services, by email to the address associated with your Account, or by other means. You may provide notice to NitinX by email to legal@nitinx.com, or by overnight courier or U.S. mail at NitinX Payments, LLC, 2445 Augustine Drive, Suite 150, Santa Clara, CA 95054, or by service on its Delaware registered agent at NitinX Payments, LLC, c/o Northwest Registered Agent Service Inc., 8 The Green, Suite B, Dover, Kent County, Delaware 19901. Notices are deemed effective upon posting or sending. 15.7 Relationship of Parties Nothing in these Terms shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and NitinX. Neither party has authority to bind the other in any manner. 15.8 Third-Party Beneficiaries These Terms do not confer any rights or remedies on any third party, except that our affiliates, directors, officers, employees, agents, contractors, and licensors are third-party beneficiaries of the disclaimers, limitations of liability, and indemnification provisions. 15.9 Force Majeure NitinX shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, civil unrest, embargoes, acts of government, failures of telecommunications or internet services, power outages, blockchain network failures or disruptions (including hard forks, consensus failures, or protocol-level outages affecting the blockchain network or other relevant blockchain infrastructure), government-ordered suspension or restriction of digital asset platforms or transactions, cyberattacks or nation-state cyber threats targeting NitinX or critical service providers, failure or insolvency of a critical custodian or settlement partner, or any other cause beyond NitinX’s reasonable control. 15.10 Export Control You acknowledge that the Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export control and sanctions laws and regulations and agree not to use, export, re-export, or transfer the Services in violation of such laws. 15.11 Language These Terms are written in English. If these Terms are translated into any other language, the English version shall prevail in the event of any conflict or ambiguity. 16. CONTACT INFORMATION If you have any questions about these Terms or the Services, please contact us at: NitinX Payments, LLC 2445 Augustine Drive, Suite 150, Santa Clara, CA 95054 legal@nitinx.com