These Terms of Use govern access and use of the Services (as defined below) on the electronic platforms operated by Innotech Labs LTD, a company registered under the laws of Trinidad and Tobago bearing Company Number C2024021500005, having its registered address at 5th Floor Savannah East, 11 Queen’s Park East, Port of Spain, Trinidad and Tobago (the First Party); By clicking “I agree” to these Terms of Use with Innotech Labs LTD, or by accessing or using the Platform in any manner, or using any of the Services (as defined below) in any manner made available through the Platform, you (Counterparty) agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Use (the “Terms/Terms of Use”), Privacy Policy as available on the website, and AML Policy available on the website. 1. INTERPRETATION Definitions In addition to the words and expressions defined elsewhere in this Terms, the following words and expressions shall have the following meanings (unless the context otherwise requires): Affiliates Means a person or entity (First Person): i. an entity in which the First Person holds, directly or indirectly, 50% or more of the voting rights; ii. an entity or person which owns, directly or indirectly, 50% or more of the voting rights in the First Person; iii. an entity over which the First Person or its holding company exercises direct or indirect management control, even though it may own less than 50% of the voting rights in such entity; and iv. an entity or person which exercises direct or indirect management control over the First Person or its holding company, even though it may own less than 50% of the voting rights in the First Person or its holding company. Applicable Laws Means all laws that apply to a Party in their performances under this Terms including but not limited to Anti - Bribery & Anti-Corruption Laws, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, notifications, demands, decrees, injunctions, resolutions, rules and judgments of government, statutory, administrative or regulatory body. Approved Counterparty User Has the meaning given to the term as per Clause 3.1. Business Day Means any day (other than a Sunday or public holiday in India) on which licensed banks in India are generally open for normal banking business. Confidential Information Means any information disclosed by virtue of and including, without limitation, this Terms, a Trade or any related correspondence and any other information whether provided in electronic form or otherwise or oral information which is confidential or a trade secret or proprietary or any information as would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already known by the recipient Party prior to receipt from the disclosing Party; (ii) publicly known or becomes publicly known through no wrongful act of the receiving Party; (iii) rightfully received from a third party without knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by the receiving Party. Counterparty Platform Means Counterparty’s trading/ broking platform wherein Counterparty Users may place Counterparty Instructions which are to be facilitated by Counterparty by placing Trades on the First Party platform, or any other platform controlled by the First Party. Counterparty User Means a person other than the Counterparty who gives a Counterparty Instruction on the Counterparty Platform. Counterparty Instruction Means an instruction given by the Counterparty User to the Counterparty for buying or selling of Cryptos, which the Counterparty executes with a corresponding Trade and/or storage of Stored Crypto under this Terms. Crypto Means, by whatever name called, a digital representation of value or of contractual rights that, in either case, uses distributed ledger technology and can be transferred, stored or traded electronically on the First Party platform. Crypto includes “Virtual Digital Assets” as defined under the (Indian) Finance Act, 2022 and/or (Indian) Income Tax Act as amended, updated, modified or replaced from time to time subject to any Applicable Law. First Party Platform Means the First Party’s website, mobile and software applications including but not limited to hosted wallets for storing Cryptos. Instructions Means an instruction given by the Users to the Counterparty or the Counterparty for buying or selling of digital assets, which the Counterparty executes with a corresponding trade and/or storage of Cryptos under this Terms. Restricted Locations Means the sanctioned jurisdictions by OFAC, namely, Cuba, Iran, North Korea, Syria, Myanmar, Crimea, so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine. Sanctioned Country Means a country subject to a sanctions programme identified on the list maintained by Office of Foreign Assets Control and/or under any Applicable Laws. Sanctioned Person Means any person with whom dealings are prohibited or restricted under any Applicable Laws and/or any sanction laws of the European Union, the United Kingdom, the United States, the United Nations including any person identified as such in any list maintained by the (i) United States Department of Treasury, Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (ii) Her Majesty’s Treasury of the United Kingdom; (iii) any committee of the United Nations Security Council; (iv) the European Union; b) any person located, organized, or resident in, organized in, or a Governmental Body or government instrumentality of any Sanctioned Country; c) a person/ entity directly or indirectly owned or controlled by a Sanctioned Person. Stored Cryptos Means any Cryptos stored by Counterparty upon Counterparty Instructions on the First Party Platform or as a custody with any third party, which the First Party shall enter into. Trade(s) Has the meaning given to it in Clause 2.1. User(s) Means the users of the Counterparty, who the Counterparty maintains a direct relationship with, and has on-boarded by, the Counterparty through the Counterparty’s own mandatory on-boarding and due diligence processes. Construction Unless this Terms expressly provides to the contrary, any reference in this Terms to: a Party or any other person includes its successors in title, permitted assigns and permitted transferees; a person includes any individual, firm, company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consortium), or other entity (whether or not having separate legal personality); a provision of law is a reference to that provision as amended and includes any subordinate legislation; and a time of day is a reference to India time. A Clause or a Schedule is a reference to a clause of or a schedule to this Terms. 2. TRADING AND STORAGE ARRANGEMENT Subject to the terms of this Terms, from time to time, the Counterparty may, for the sole purpose of fulfilling any Counterparty Instructions: enter into trades for buying or selling of Cryptos on the First Party Platform or as agreed between the Parties (Trade or Trades); store and hold Stored Cryptos purchased pursuant to a Trade for and on behalf of the Counterparty Users, which Stored Cryptos the Counterparty acquires through such Trades, in one or more hosted Crypto digital wallets or any internal infrastructure as deemed fit by the First Party provided by the First Party on the First Party Platform. The First Party may, in consultation with the Counterparty, enable the Counterparty to transfer by way of deposits and withdrawals the Stored Cryptos in a safe and secure manner on a real time basis. The Counterparty Users remain the owners of those Stored Cryptos, and Counterparty, on their behalf, shall be entitled to receive any additional Cryptos (based on such Stored Cryptos) resulting from any applicable (i) blockchain network fork, or (ii) airdrop, or (iii) similar distribution of Cryptos. However, the Counterparty agrees and understands that any distribution of tokens or Cryptos under this Clause is outside the control of the First Party and the respective blockchain/ token issuer/ protocol may withdraw, nullify, seize the distributed token or crypto and in all such cases, the First Party and its Affiliates disclaim any and all responsibility/ liability towards Counterparty or Counterparty Users. Counterparty reserves the right to receive and store Cryptos received by it from any third party on the First Party Platform or as a custodian of any third party. The First Party acknowledges that the Stored Cryptos belong to the Users of the Counterparty and the Users are the sole owners of the Stored Cryptos and, no third-party shall have a right or claim on the Stored Cryptos. The Counterparty may withhold income taxes as applicable on the invoice on the amounts payable to First party if required by law, except to the extent First party submits a certificate of exemption / reduced withholding. Counterparty shall remit the withholding taxes to the tax authorities and enable First party to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated in statute. 3. IMPLEMENTATION Counterparty agrees that it shall not accept any Counterparty Instructions with a Counterparty User unless that Counterparty User: has fulfilled all know-your-client (KYC) requirements that the Counterparty requires for a Counterparty User to be able to transact on the Counterparty Platform; is a user in good standing on the Counterparty Platform and has not, at any time since being a registered user of the Counterparty Platform, been in breach of any Applicable Laws or material breach of any other terms and conditions or other policy or requirement that the Counterparty has applied to users of the Counterparty Platform; has confirmed, by acceptance through a click box mechanism or any other positive consent mechanism on the Counterparty Platform prior to having access to any part of the Counterparty Platform which permits Counterparty Instructions to be executed, that they are not a Sanctioned Person (“Approved Counterparty User(s)”). The Counterparty, to the best of its knowledge, shall not enter into, or attempt to enter into, a Trade with the First Party for executing or fulfilling a Counterparty Instruction which is in breach of Clause 3.1. The Counterparty, solely, shall screen each User in compliance with all Applicable Laws and regulations, including applicable KYC, Anti-Money Laundering and Counter-Terrorist Financing (“AML/CTF”) laws and regulations. 4. FEES Fees to be mutually agreed upon by the Parties in writing. Parties acknowledge that the fees as agreed upon may be subject to change from time to time, by mutual Terms in writing between the Parties. 5. CONFIDENTIALITY Each Party undertakes that it shall not disclose to any person or persons other than the ones permitted (on a need to know basis) by virtue of this Terms, any Confidential Information that may be acquired during the course of this Terms or other than as set out in this Terms. The obligations of this Clause do not prevent a Party from disclosing Confidential Information to: a third party pursuant to a written authorisation from the other Party; satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or any Applicable Law, provided that the disclosing Party is promptly notified regarding receipt of such request or requirement (to the extent permitted by Applicable Laws) and the Party who may be required to comply with the requirements of this clause, shall provide reasonable assistance to the disclosing Party thereby enabling the disclosing Party to seek any protective measures to prevent any disclosure as per the terms herein. Each Party shall keep the Confidential Information securely and properly protected against theft, damage, loss and unauthorized access (including access by electronic means). A Party shall notify the other Party immediately upon becoming aware that any Confidential Information received has been disclosed or obtained by a third party other than as permitted by this Terms. 6. REPRESENTATIONS the First Party represents and warrants that: it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation, and, if relevant under such laws, in good standing; it has the necessary corporate or other power and authority to execute and deliver this Terms, and otherwise to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance; the entry into and performance by, and the obligations contemplated by, this Terms do not and will not conflict with any Applicable Laws. it shall not be operated in Restricted Locations or any jurisdictions where Cryptos or any financial activity including Cryptos is banned under law. it is not currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offense; it agrees to provide any information required by the Counterparty to comply with its obligations under Applicable Laws including applicable KYC and AML/CTF laws. it shall also commit to meet applicable international standards regarding the AML and CTF and is in compliance with Applicable Law and/or any applicable sanctions regimes. it has implemented and will continue to put in place best-in-class business continuity plan, disaster recovery plan and cybersecurity measures and protections to perform its obligations under this Terms including trades and storage, deposit and withdrawals / transfer of Stored Cryptos during any event which is beyond the reasonable control of the Company including without limitation Force Majeure. it shall obtain and maintain, at its sole expense, adequate insurance coverage for the loss of the Stored Cryptos held by the First Party for the Counterparty Users. it will not sell, transfer, loan, stake, rehypothecate or otherwise alienate the Stored Cryptos. it has registered with the Financial Intelligence Unit - India (FIU-IND) and shall perform all obligations per applicable Indian AML/CTF laws. Counterparty represents and warrants that: (i) on the date of this Terms and (ii) on the date that each Trade is executed; it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation, and, if relevant under such laws, in good standing; it has the necessary corporate or other power and authority to execute and deliver this Terms, and otherwise to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance; the entry into and performance by it of, and the obligations contemplated by, this Terms do not and shall not conflict with any Applicable Laws including Foreign Exchange Management Act and/or any laws applicable to Anti-Money Laundering. The Counterparty hereby represents, warrants, and declares that it shall undertake all the necessary compliances including but not limited to filing of necessary forms, updating information, and providing the necessary information to the First Party as may be sought in respect of the Trades under any Applicable Law(s). It has obtained and shall, during the Term of this Terms, continue to maintain, the relevant consents/ authorisations from the Counterparty Users that the Counterparty is acting upon Counterparty Instructions. all Counterparty Instructions are from Approved Counterparty Users, and no Approved Counterparty User has ceased to remain an Approved Counterparty User; it is not currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offense; it is is not relying on any communication (written or oral) of the First Party or any of its Affiliates as investment advice; each Counterparty Instruction complies with the requirements set out in this Terms, all Applicable Laws and each Counterparty User is in compliance with the Counterparty’s Terms of Use and other procedures and rules of the Counterparty Platform. it has registered with the FIU-IND and shall perform all obligations per applicable Indian AML/CTF laws. 7. INFORMATION UNDERTAKINGS Each Party agrees to notify the other Party in writing upon becoming aware of any breach or non-compliance of any Applicable Law to the extent it is affecting or impacting the terms of this Terms. Each Party undertakes that it shall, within twenty (20) days of request from the other Party, provide the other Party with any information or documents which the other Party reasonably requests relating to this Terms, subject to any disclosure restrictions that expressly apply under Applicable Laws. Each Party shall ensure that all transactions, payments, and expenses related to this Terms (including in connection with any Trade) are: fairly and accurately recorded, in reasonable detail, in its books and records; and evidenced and supported by complete and accurate documentation, including but not limited to invoices and receipts, which shall be maintained throughout the duration of this Terms and for no less than five (5) years or for such higher period as may be required under any Applicable Laws, after this Terms's termination and shall be made available to the other Party for review upon reasonable notice. Notwithstanding any other Clause in this Terms, each party shall be permitted to disclose any information obtained under or in connection with this Terms in compliance with any Applicable Laws or to any regulator, government authority or similar body (as applicable) provided it is in compliance with the Clause on Confidentiality. 8. INTELLECTUAL PROPERTY & INFORMATION USE Each Party shall obtain a prior written consent from the other Party to use: The other Party's legal and/or trading name (and/or relevant logos, including relating to the other Party’s Platform and any other business line from time to time of the other Party and its Affiliates) on any document (including any document in electronic form), material, brochure, advertisement, or email published by the Counterparty, or on its website or through any other electronic medium. any order book and price feeds relating to Crypto on the other Party Platform except as required and availed by Counterparty as per the terms of this Terms. marketing materials, documents (including any document in electronic form), information and communications provided by the other Party or its Affiliates to the Counterparty. Each Party shall not make any representation (including any oral or verbal representation) regarding the other Party or its Affiliates without the prior written consent of the other Party. The Counterparty undertakes that information relating to the First Party’s products including Cryptos listed on the First Party Platform that may be republished on the Counterparty Platform or for any platform or service provided by Counterparty or its Affiliates (“Affiliate Services”), which include real time pricing and other relevant data, will not be amended or altered before being republished except (i) for any derivative work as may be required for the operation or provision of Counterparty Platform and/or Affiliate Services, and (ii) for the purpose of providing an all-inclusive price to the Counterparty Users pursuant to Counterparty Instructions. The Counterparty confirms that the technical capabilities of the Counterparty Platform shall be sufficient to comply with this Clause, and the Counterparty has the sole responsibility for ensuring so at all times. It is hereby agreed and acknowledged that the price shown as part of a Counterparty Instructions may be different from the price of the Trade. Each Party acknowledges for the benefit of the other Parties that: No provision of this Terms grants either of them any rights, except as expressly stated in this Terms, in any intellectual property belonging to or developed by any of the Parties; and This Terms does not constitute a license in respect of any such intellectual property. 9. SANCTIONED PERSONS The Counterparty agrees, represents and warrants (i) on the date of this Terms and (ii) on the date that each Trade is executed that it shall not accept any Counterparty Instructions from a Sanctioned Person. Without limiting the First Party’s rights under this Terms and upon consultation with the Counterparty with due notice of reason, the First Party shall at all times retain the right not to execute any Trade which, to its knowledge or reasonable belief, arises from a Counterparty Instruction between the Counterparty and a Sanctioned Person. The Counterparty shall maintain policies and procedures to determine the location, incorporation, establishment and/or nationality (as applicable) of a Counterparty User to comply with its obligations under this Clause. The Counterparty undertakes that the First Party shall have the right, upon reasonable notice of no fewer than 20 (twenty) Business Days, to review the Counterparty's policies, procedures and records related to its compliance with this Clause and the Counterparty shall make all reasonable efforts to cooperate with such a review and answer any reasonable written or oral inquiries by the First Party related to its review. Each Party warrants and represents (i) on the date of this Terms and (ii) on the date that each Trade is executed that that neither the other Party nor its representatives: are currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offense involving fraud, bribery, corruption, or dishonesty; have been convicted of or pleaded guilty to an offense involving fraud, bribery, corruption, or dishonesty; have ever been listed by any government agency or non-governmental organization as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programs; or Each Party shall not deal directly or indirectly with Sanctioned Persons in connection with its dealings with other Party or in relation to this Terms. 10. AUDIT Upon the reasonable request of either Party, the other shall appoint (at its own cost) a third-party, independent auditor to: validate whether the other Party's control mechanisms and policies and procedures to comply with any of the systems and processes referred to or contemplated under this Terms are sufficient and adequate; and/or determine whether there are any breaches of the other Party's obligations under this Terms to comply with any Applicable Laws and not to receive any Counterparty Instructions with any Sanctioned Person, as set out herein. Without limiting either Party’s rights under the Indemnity Clause, the other Party shall remediate (at its own cost) any deficiencies identified by the auditor appointed under this Clause. The Counterparty reserves the right to access proof of reserves of the First Party, the First Party shall provide to the Counterparty a attested report of an independent accredited audit professional within 5 (five) days from when such a request is made. 11. INDEMNITY Notwithstanding anything contained herein, neither Party shall be liable for any special, consequential or indirect damages, third-party actions, costs, or losses including remote losses (whether arising in contract, tort or otherwise). Each Party shall indemnify and hold harmless the other Party, its Affiliates and their respective affiliates, directors, officers, employees, advisors, agents and shareholders (each, a Covered Party) against any claim, loss, cost, indebtedness, liability, settlement or expense (including, without limitation, court costs, attorneys’ fees and expenses, costs of investigation, expert witness fees, fines, taxes and penalties) incurred by or asserted against any Covered Party arising out of any fraud, gross negligence, wilful default, breach of any Applicable Law and/or of the terms of this Terms by the Counterparty or the Counterparty User. Provided that in no event the maximum and aggregate liability of either Counterparty under this Clause will not exceed the average three (3) months Fee payable to by the Counterparty calculated over four (4) quarters in a financial year (to the extent Fees are payable hereunder). 12. TERM AND TERMINATION This Terms shall continue and remain in force unless and until terminated by one Party giving to the other, a prior written notice of not less than thirty (30) days, or unless terminated by virtue of any other provision of this Terms (“Term”). This Terms may be immediately terminated by notice in writing by any Party at its sole discretion, if a Party is liquidated or dissolved, or proceedings are commenced in relation to the same (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the notifying party) which are not stayed by a court within 180 days, or is admittedly unable to pay its debts as they fall due or commits any act of bankruptcy or insolvency under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets which is not stayed by a court within 180 days. Provided under this Clause, the First Party shall make whole the Counterparty by initiating a refund, of all Stored Cryptos of the Counterparty Users held in the First Party Platform and/or by the First Party. Each Party may terminate this Terms immediately by notice in writing if: Either Party makes a notification under Clause 7.1; the Counterparty or the First Party is prohibited from fulfilling its obligations by Applicable Laws; Either Party reasonably believes that: Either Party has breached any provision of this Terms; or Either Party has committed any act or made any omission which has caused the other Party to be in non-compliance with any Applicable Laws. Counterparty may terminate this Terms immediately by notice in writing if: the First Party is prohibited from fulfilling its obligations by Applicable Laws or has committed any act or made any omission which has caused the First Party to be in non-compliance with any Applicable Laws; or the First Party has breached any provision of this Terms. Termination of this Terms (under any Clause in this Terms) shall entitle the First Party to, close any Trades entered into prior to the effective termination of this Terms and cancel any open orders for Trades that are open prior to the effective termination of this Terms.. On termination of this Terms, except for the Trades executed on the First Party Platform and Stored Cryptos prior to the termination, the Counterparty shall immediately remove all information and cease all representations of and references to the First Party and the First Party Platform on the Counterparty Platform (including the Counterparty’s Terms of Use and any legal and contractual documentation in respect of the Counterparty Instructions), the Counterparty’s website and any other media under the control of the Counterparty. All clauses intended to survive the effect of termination shall survive termination of this Terms. Upon any termination of this Terms, the First Party will be obligated to pay the Counterparty all accrued, but as of the date of such termination, unpaid undisputed fees and other amounts due hereunder on a pro rata basis through the date of such termination and to safely return all the Stored Cryptos owned by the Counterparty Users and held by the Counterparty on behalf of its Users. 13. PARTIAL INVALIDITY If and to the extent that any provision of this Terms is held to be invalid or unenforceable, it shall be given no effect and shall be deemed not to be included in this Terms, but everything else in this Terms shall continue to be binding. 14. EXPENSES Each Party to this Terms shall bear its own fees, costs and expenses incurred in connection with the execution of this Terms. 15. ASSIGNMENT The provisions of this Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, provided that neither Party may assign its rights or delegate its obligations under this Terms, in whole or in part, without the prior written consent of the other Party except that a Party shall be entitled to assign this Terms to its Affiliate within Indian jurisdiction with a prior written intimation to the other Party. 16. THIRD PARTIES A person who is not a party to this Terms may not enforce any of its terms. 17. FURTHER ASSURANCES Each Party agrees to execute such further documents and do such other acts to effectuate the transactions and Terms hereunder as required under any Applicable Laws. 18. GOVERNING LAW These Terms and any non-contractual obligations arising out of or in connection with it shall be governed by Indian law, without giving effect to its conflict of law principles. 19. DISPUTE RESOLUTION 19.1 Governing Law: These Terms shall be governed by Indian law. 19.2 Arbitration: Any dispute, claim, difference arising out of, relating to or having any connection with this Terms, including any dispute as to its existence, validity, interpretation, performance, breach, shall be referred to and finally resolved by arbitration administered as per the Arbitration Conciliation Act, 1996 as amended from time to time (for the purpose of this Clause, the Rules) The arbitrators shall be appointed in accordance with the Rules. The seat and place of arbitration, shall be Bengaluru. The language used in the arbitral proceedings shall be English. 19.3 Subject to the preceding Clause, the Courts at Bengaluru shall have exclusive jurisdiction.