Tetra Terms of Use – Onramp’s Multi-Institutional Custody Solution

BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE ONRAMP PLATFORM OR SERVICES, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF AND/OR YOUR ORGANIZATION OR THE ORGANIZATION YOU REPRESENT TO THESE TERMS OF USE. THESE TERMS OF USE ARE EFFECTIVE AS OF THE DATE YOU FIRST ACCESS THE ONRAMP PLATFORM OR ACCEPT THESE TERMS OF USE (“EFFECTIVE DATE“).

Last Updated: December 16, 2024

Please read these terms and conditions that follow (“Terms” or “Agreement”) carefully as they form a legally binding contract between you and Tetra Trust Company (“Tetra,” “we,” “our,” or “us”).

These Terms govern your access and use of our Services in connection with Onramp Bitcoin LLC’s (“Onramp”) Multi-Institutional Custody Solution (the “Onramp Offering”) made available through Onramp’s platform (the “Onramp Platform”). “Services” refers to those certain and limited services provided by Tetra in support of the Onramp Offering, as specifically set forth in Section 1, and any software services provided by Tetra, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content (“Content”). These Terms refer to the individual or entity using the Services (including any component of the Services) as “you” or “your.”

THE SERVICES PROVIDED BY TETRA TO YOU HEREUNDER ARE INTENDED FOR AND MAY ONLY BE PROVIDED IN CONJUNCTION WITH THE ONRAMP OFFERING. TETRA HAS NO LIABILITY TO YOU FOR ANY UNRELATED SERVICES OR OFFERINGS.

By accepting these Terms electronically (for example, by clicking “I Agree”), accessing, or using the Services, you are accepting and agreeing to these Terms and the policies and guidelines referenced in these Terms. If you do not agree to these Terms, then you may not use the Services.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS OR ON RESOLUTION BY CLASS ACTION, AS FURTHER DESCRIBED IN SECTION 8.

1. Services.

1.1 Use of Services. For Tetra to provide the Services in conjunction with the Onramp Offering, you must: i) enter Onramp’s terms and conditions for the Onramp Offering; ii) complete Tetra’s Onboarding Process, as outlined in Section 1.8; and iii) agree to this Agreement. You must complete all requirements outlined in this Section 1.1 before Tetra provides any Services.

1.2 Scope of Services. The Services do not send or receive money. As part of the Onramp Offering, Onramp will facilitate the creation and management of your bitcoin (“Bitcoin” or “Digital Assets”) multi-signature wallet (“Wallet”) with three cryptographic keys; a different keyholder holds each key. The three keyholding entities are Onramp, acting as the primary key partner, Tetra, acting as the secondary key partner (“Secondary Key Partner”), and another third-party keyholder designated by Onramp that will hold one of the distributed keys on your behalf, primarily for backup and recovery purposes (“Recovery Key Partner”, and collectively with the Secondary Key Partner, “Key Partners”).

1.3 Transfer Requests. Two of the three cryptographic keys are needed to submit a “transfer” of Bitcoin from the Wallet (i.e., disassociate Bitcoin from one Bitcoin wallet and re-associate Bitcoin with another Bitcoin wallet) (“Transfer Request”).

The following details of a normal Transfer Request authentication and signing process and a recovery Transfer Request authentication and signing process are provided for illustrative purposes and are subject to Onramp’s internal Standard Operating Procedures in connection with the Onramp Offering, as adopted and updated by Onramp from time to time (the “Onramp SOP”) and the internal Standard Operating Procedures of each Key Partner in connection with its activities as a Key Partner, as adopted and updated by such Key Partner from time to time (each, a “Key Partner SOP”).

For a normal Transfer Request authentication and signing process, you, or if you are not a natural person, the persons set forth on the access control list executed by you and provided to Onramp (each, an “Authorized Representative”), will submit all Transfer Requests directly with Onramp, who will validate and authenticate the Transfer Request in accordance with the Onramp SOP, before initiating a partially-signed Bitcoin transaction (“Partial Transaction”) and signing as the first key holder, and will send the Partial Transaction to Tetra, who will validate and authenticate the Transfer Request, in accordance with its Key Partner SOP, to validate and authenticate the Transfer Request, in accordance with its Key Partner SOP, and to sign as the second key holder and complete the Transfer Request. You cannot use Services to cancel or reverse Bitcoin-to-Bitcoin transactions.

In the event that Tetra is no longer able to provide services to you (or otherwise becomes non-responsive), Onramp and the Recovery Key Partner will execute the necessary steps to replace Tetra with a reasonable and independent third-party entity as replacement. This type of recovery process will require your authorization in accordance with the Onramp SOP and the Key Partner SOP.

In the event that Onramp is no longer able to provide the Onramp Offering or otherwise becomes non-responsive, you agree to coordinate with Tetra and the Recovery Key Partner as necessary to validate Onramp’s non-responsive status in accordance with their respective Key Partner SOP, including a waiting period of at least three (3) business days after the Recovery Key Partner contacts Onramp. Upon validation of Onramp’s non-responsive status, you or your Authorized Representative can submit a Transfer Request to the Recovery Key Partner, who will validate and authenticate the Transfer Request in accordance with its Key Partner SOP. You can then initiate and send a Partial Transaction to the Recovery Key Partner, who will sign the Partial Transaction. Once signed, you can send the Partial Transaction to Tetra, who will validate and authenticate the Transfer Request, in accordance with their respective Key Partner SOP, before signing, and will complete the Transfer Request. You must agree to any applicable terms and conditions of use of Tetra’s services, to continue receiving services from Tetra after Onramp become unable to provide the Onramp Offering.

You agree to cooperate with Tetra and any Key Partners, to take, or cause to be taken, all actions reasonably necessary to effectuate the recovery authentication and signing process, at your own cost and expense.

1.4 Second Key Signer. Under normal circumstances, Tetra will serve as the second key signer for each Transfer Request. Tetra cannot serve as the Secondary Key Partner for a Transfer Request except in conjunction with a Transfer Request or instruction from Onramp or the Recovery Key Partner, and Tetra is entitled to rely solely on a Transfer Request, or any other instruction or information furnished by either Onramp or the Recovery Key Partner, or that has been verified by Tetra in a commercially reasonable manner or that Tetra believes in good faith to have been given by an Authorized Representative. Tetra reserves the right to refuse to validate and sign a Transfer Request or to cancel any pending Transfer Request if Tetra believes it is an invalid Transfer Request for any reason, including inconsistent or suspicious activity or transaction details, or a potential violation of applicable laws or regulations. In these circumstances, Tetra will inform other parties as necessary.

1.5 Reliance and Approval of Transfer Requests. Your Wallet and your Digital Assets are your responsibility. Tetra controls only one of the three private keys for your Wallet provided by the Onramp Offering. Tetra is not responsible for the security of the other key partner keys. As part of the Onramp Offering, you acknowledge you have appointed Onramp and the applicable Recovery Key Partner to control one or more of your private keys and submit Transfer Requests to Tetra on your behalf. Control of two of three private keys will allow such third parties to transfer all your Digital Assets from your Wallets, and you may never regain those Digital Assets. You acknowledge and agree that Tetra is not responsible for the actions or omissions of either Onramp or Recovery Key Partner.

1.6 Digital Asset Protocols. Tetra does not own or control the underlying software protocols which govern the operation of digital currencies. Digital Asset protocols are subject to changes in protocol rules (referred to as “forks”), and such forks may materially affect the value, function, or name of the Digital Asset. You acknowledge and agree: i) that Tetra is not responsible for the operation of the underlying Digital Asset protocols and that Tetra makes no guarantee of their functionality, security, or availability; and ii) if a fork occurs, Tetra may temporarily suspend the Services relating to the Digital Asset affected, and Tetra may decide not to support the forked protocol entirely or may configure its Services to enable you to transfer the affected Digital Asset.

1.7 Support and Transition Services. You acknowledge and agree that Onramp is the primary entity providing support and client services, including post-termination assistance related to the Onramp Offering and the Services outlined hereunder.

1.8 Identity Authentication Onboarding. You must complete Onramp’s identity authentication onboarding process (“Onboarding Process”) before Tetra may provide Services to you. You acknowledge and agree that Onramp will provide the information collected from you during the Onboarding Process to Tetra, for Tetra’s review and approval. You must be at least 18 years old, or such higher age required by applicable law, to register for a Tetra account. You will provide Onramp, Tetra and its affiliates with accurate, current, and complete information about yourself as prompted by the registration process or as Onramp or Tetra may, from time to time, request and must inform Onramp or Tetra promptly of any changes to such information. You authorize Tetra to make such inquiries that it considers necessary to validate your identity, and you agree that Tetra may do so using third-party service providers. We may, in our sole discretion, refuse to allow you to open an account.

Tetra and our affiliates, business partners, licensors, agents, content providers (not including you), service providers, employees, personnel, officers, directors, and representatives (collectively, “Representatives”) will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that the Representatives or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Onramp Platform or the Services.

1.9 Account Security. You acknowledge that you are solely responsible for maintaining the confidentiality of your account credentials (including any user names, passwords or security tokens created or provided) and that you will be responsible for any loss resulting from any unauthorized use of your account. You agree to immediately notify us of any unauthorized use of your account. Similarly, you are responsible for verifying and maintaining the protection, security, and distribution of your account information, including account numbers, user names, and passwords. All liability relating to password management resides with you and under no circumstances, including negligence or misconduct, will we be liable for any damages that result from the use of your account.

We highly recommend you keep a secure backup of your password and any security credentials we provide to you in a safe and off-line environment. If you lose access to your account, you must go through our assisted account recovery procedure. If you want to start the assisted account recovery procedure, you must contact us by email ​support@tetratrust.com ​with your account username and a description of the situation that caused you to lose access.

1.10 Non-Tetra Applications. The Services may contain features designed to interoperate with a third-party service, program, website, or Content provided, owned, or licensed by you or a third party (“Non-Tetra Applications”). To use such features, you must procure Non-Tetra Applications from the providers of such Non-Tetra Applications and may be required to grant us access to your account on the Non-Tetra Applications. If you enable a Non-Tetra Application for use with the Services, you grant us permission to allow the provider of that Non-Tetra Application to access your information as required for the interoperation of that Non-Tetra Application with the Services. We are not responsible for any disclosure, modification, or deletion of Content resulting from access by a Non-Tetra Application. If the provider of a Non-Tetra Application ceases to make the Non-Tetra Application available for interoperation with the corresponding Services, we may cease providing those Services features without entitling you to any refund, credit, or other compensation. Tetra has no control over, and assumes no responsibility for the content, privacy policies or practices of any Non-Tetra Applications. You acknowledge and agree that Tetra is not liable, directly, or indirectly, for any alleged or actual damages or losses caused by or in connection with any Non-Tetra Applications.

1.11 Taxes. You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) associated with your Bitcoin holdings and any transactions conducted through or outside of the Services. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for Taxes assessable against us based on our income, property, and employees (“Tetra Taxes”). If applicable law requires you to withhold Tetra Taxes from your payment(s) to Tetra, you will provide reasonable assistance to Tetra in connection with such Tetra Taxes by: i) promptly providing Tetra with valid tax receipts and other required documentation evidencing your payment of such Tetra Taxes; and ii) assisting Tetra in filing applications to reduce such Tetra Taxes.

1.12 Risks. You acknowledge that using Digital Assets, their networks, and protocols, involves serious risks. It is your duty to learn about all the risks involved with Digital Assets, their protocols, and networks. There are many, and describing these risks could fill chapters of a book. For example, the value of Digital Assets can change rapidly, increase, or decrease unexpectedly, and potentially even fall to zero. For example, a Bitcoin transaction may be unconfirmed for a period (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if Tetra alerts you to some of the risks involved with Digital Assets, their protocols, and networks, Tetra has no responsibility to alert you to all these risks. Tetra has no control over and makes no representations regarding the value of Digital Assets, or the security or performance of their networks or protocols. By using the Services, you acknowledge that you have a sophisticated understanding of technical and business matters relating to Digital Assets and blockchain technology to understand these Terms and to appreciate the risks and implications of using the Services. You further acknowledge that the Digital Assets that you transfer using the Services are not protected by any government insurance.

1.13 Standard of Care. Tetra, in carrying out its duties under these Terms, shall exercise: i) the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances; or ii) at least the same degree of care as it exercises with respect to its own property of a similar kind, if this is a higher degree of care than the degree of care referred to in subsection (i) (the “Standard of Care”).

Except to the extent that Tetra has not complied with the Standard of Care, Tetra shall not be liable for any act or omission in the course of or connected to rendering the Services hereunder. Without limitation, Tetra shall not be liable for any liability, damage, judgment, or expense (collectively, “Losses”) to or any other diminution of your Digital Assets, except to the extent that such Losses or diminution is directly caused by our breach of the Standard of Care. To the fullest extent permitted by applicable law and notwithstanding anything contained herein to the contrary, Tetra excludes all liability arising out of or in connection with these Terms for indirect, incidental, special, or consequential damages and damages for loss of profits, revenue or savings (actual or anticipated), economic loss, loss of data or loss of goodwill (whether or not either party knew of the possibility of such damage or such damage was otherwise foreseeable). Tetra shall not be responsible for the title, validity or genuineness of any Digital Assets (or any evidence of title thereto) received or delivered by it pursuant to these Terms.

2. Use of The Services.

2.1. Your Privacy. Please review our privacy policy located at https://tetratrust.com/privacy-policy/ (“Privacy Policy”) to understand our commitments in maintaining your privacy. You agree to the collection, use and disclosure of information as described in the Privacy Policy.

2.2 Account Communications. We may send you emails regarding the Services, including notices, updates, and amended Terms. We may also send you emails with promotional information and materials regarding Tetra’s products and services that you may unsubscribe from by following the instructions provided in the email. From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of these Terms. If we amend these Terms, we will provide updated Terms when you next log in or via email. The updated Terms will replace the preceding version from the date of such revised Terms. By continuing to access or use the Services after such amended version becomes effective, you agree to be bound by the amended Terms. If you do not agree to the amended Terms, in whole or in part, you can choose to discontinue using the Services.

2.3 Suspension and Termination. We reserve the right, to temporarily suspend or terminate your access to the Services at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for: i) the actual or suspected violation of these Terms; ii) the use of the Services in a manner that may cause Tetra to have legal liability; iii) any activity harming or reasonably likely to harm Tetra, our systems, or any third-party systems; and iv) scheduled downtime and recurring downtime, or unplanned technical problems and outages. We will use commercially reasonable efforts to limit the scope of any such suspension to the extent necessary to mitigate the potential harm and will provide you with prompt notice of any such suspension and, where practicable, a period of thirty (30) days to cure the circumstances giving rise to the suspension. Any such suspension may continue until the event causing such suspension has been cured within such cure period or until we have received satisfactory assurances that such event will not recur, in our sole discretion.

2.4 Unacceptable Use. You will not, nor encourage or assist any third party to, i) use any unauthorized means to gain access to the Services or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Tetra) to access or use the Services, or distribute instructions, software or tools for that purpose; ii) modify, alter, tamper with, repair or otherwise create derivative works of the Services; iii) interfere with or disrupt servers or networks used by Tetra to provide the Services; iv) damage, disable, overburden, or impair the Services (or any network connected to the Services); v) use the account of another user at any time except by a mechanism provided by Tetra and authorized by such user; vi) use the Services in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any Tetra user guides and policies available via the Services (“Policies”); vii) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; viii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or ix) advertise or promote a commercial product unless your account is subject to a separate contract governing that relationship and your compensation to Tetra. Tetra may determine, in its sole discretion, whether and what action to take in response to a claimed violation of these Terms, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint.

2.5 Product Updates. Tetra may, in its sole discretion, make unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add, remove, modify, change the availability of, restrict access to, or impose limits on any or all functionalities or features of the Services, and we may discontinue the Services altogether. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so.

2.6 License and Restrictions. Tetra grants you a personal, non-transferable, non-exclusive, revocable right and license to use the Services as provided to you by Tetra. This license is conditioned upon and restricted by the terms and conditions in these Terms. Further, this license is for personal and non-commercial use. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. All rights not explicitly granted to you under these Terms are reserved by Tetra.

2.7 Copyright and Intellectual Property. All Tetra Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us or our licensors, and are protected by Canadian and international intellectual property laws. Use of the Tetra Content without our express prior written permission is strictly prohibited.

“Tetra”, “tetratrust.com”, the Tetra logo, and any other trade-marks used on the Services are trade-marks or registered trade-marks of Tetra or its licensors, in Canada and other countries. Our trade-marks may not be used in connection with any product or service without our express written permission.

3. User Content.

3.1 Your Content. You are responsible for the Content that you provide or make available via the Onboarding Process, or your use of the Onramp Offering and Services, including information made available by other users or parties as part of the Services and Onramp Offering, including Secondary Key Partner and Recovery Key Partner (collectively, “User Content”). Tetra will have no liability resulting from the deletion of, correction of, destruction of, damage to, loss of, or failure to store or encrypt any User Content. If your access to the Services is suspended or terminated, you will not have access to the User Content.

3.2 License. You hereby grant Tetra and its contractors a perpetual, royalty-free, non-exclusive, irrevocable, worldwide right and license to use, modify, adapt, reproduce, distribute, transmit, display, and disclose User Content as reasonably necessary to provide the Services or as otherwise permitted by these Terms, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us. You represent and warrant that: i) you have all the rights in the User Content that you provide necessary for you to use the Services and to grant the rights in these Terms; and ii) the storage, use, display, reproduction, distribution, modification, adaptation, or transmission of such User Content does not violate any applicable law or these Terms. You waive all author’s moral rights in the User Content (including the right to be associated with the User Content) upon submission, as well as the right to receive any financial or other consideration in connection with such User Content. You hereby agree and expressly authorize Tetra to share User Content between any applicable Tetra entities for Tetra to provide Services to you.

4. Export Restrictions. Services may be subject to applicable U.S. and Canadian export laws and regulations. You will comply with all domestic and international export laws and regulations for the Services. You will not permit access or use of the Services to anyone or any country on the U.S. or Canadian government exclusion lists (for example, the Commerce Department’s compliance list https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern). You represent and warrant that you are not on any or under the control of or an agent for anyone on such exclusion lists. You may not transmit Services to a U.S. or Canadian-embargoed country (as of the date of these Terms: the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria) or use the Services in violation of any U.S. or Canadian export laws or regulations.

You represent and warrant that you are not the target of, or under investigation for, or have been subject to past enforcement actions, for any laws administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other governmental agency charged with imposing economic sanctions law, and that you are not located, domiciled, organized, or a resident of a jurisdiction (country or territory) that is the target of economic sanctions law imposed by OFAC or any other governmental agency.

5. Warranties and Disclaimers.

5.1 Your Representations and Warranties. You hereby warrant, represent, and covenant that you: i) if you are a natural person, are at least 18 years of age and the age of majority in the jurisdiction in which you reside as of the time you use the Services; ii) will comply with all applicable laws relating to the use or receipt of the Services; iii) will only use the Services in conjunction with the Onramp Offering; and iv) have authorized Onramp and any Recovery Key Partner to initiate, authenticate, sign, and submit Transfer Requests, on your behalf, to Tetra.

5.2 Disclaimer. ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. TETRA PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TETRA AND ITS REPRESENTATIVES MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: i) ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; ii) ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; OR iii)  ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 

5.3 Additional Disclaimer. TETRA AND ITS REPRESENTATIVES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: i)  THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; ii)  ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; iii) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; iv)  WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; OR v) WHETHER ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. 

6. Indemnification. You agree to indemnify and hold Tetra and its Representatives and its and their respective successors, heirs, and assigns (collectively, the “Tetra Parties”) harmless from any Losses incurred by or imposed upon the Tetra Parties or any of them in connection with, and defend each of them against, any third-party claim, suit, action, demand, or proceeding (each, a “Claim”), arising out of or relating to: i) User Content; ii) use of the Services by you; iii) any allegations or claims by your end users relating to any unauthorized access to or use of the Services; iv) your violation of these Terms, Policies, or of any third-party rights or the terms and conditions of use of any Non-Tetra Applications, or of applicable law; or v) any instruction or Transfer Requests submitted by Onramp or a Recovery Key Partner to Tetra and completed by Tetra. Tetra will use commercially reasonable efforts to notify you of any such Claim that is subject to your indemnification obligation. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations. You will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Tetra Party, without our prior written consent.

7. Limitations of Liability.

7.1 Liability. SUBJECT TO SECTION 7.4, IN NO EVENT WILL TETRA OR ITS REPRESENTATIVES BE LIABLE FOR:

1. DAMAGES INCURRED OR SUMS PAID: (A) WHEN THE SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OR CESSATION OF INTERNET SERVICES BY NETWORKS OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO THE DIRECT CONTROL OF TETRA OR FOR ANY DIGITAL ASSETS OR UNDERLYING BLOCKCHAIN TECHNOLOGY, (B) DUE TO ANY ABUSE, AND (C) FOR ANY BREACH OF SECURITY ON THE NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE;

2. ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, LOSS OF DIGITAL ASSETS, OR USER CONTENT) ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ANY OF THE FOREGOING PARTIES HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES; OR

3. THE USE OR INABILITY TO USE ANY DIGITAL ASSETS TRANSACTED USING THE SERVICES, OR ANY DIGITAL ASSETS GENERATED AS A RESULT OF ANY FORK OF ANY DIGITAL ASSET PLATFORM OR OTHER SOFTWARE.

7.2 Liability Cap. SUBJECT TO SECTION 7.4, IN NO EVENT WILL THE AGGREGATE LIABILITY OF TETRA OR ITS REPRESENTATIVES ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: i) $50.00 USD; OR ii) THE AMOUNT PAID BY YOU TO ONRAMP OR TETRA FOR THE SERVICES PROVIDED BY TETRA IN THE TWELVE MONTHS PRIOR TO THE DATE LIABILITY FIRST AROSE. THE FOREGOING LIMITATION APPLIES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE. THESE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

7.3 Limitations. The limitations of liability in this Section 7 shall apply regardless of the nature, type or form of the claim, whether based in contract, tort (including negligence), strict liability, equity or any other theory of liability, even if Tetra or its Representatives have been advised of the possibility of such damages or if such damages were foreseeable. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. To the extent that you reside in a jurisdiction where applicable law does not permit Tetra to limit its liability to the extent set forth in this Section 7, then such limitations may not apply to you.

7.4 Exceptions from Exclusions and Limitations. Nothing in this Agreement shall exclude or limit liability for: i) breaches of indemnification obligations under Section 6 or any amounts paid or payable to third parties in connection with such obligations; or ii) gross negligence, fraud, or willful misconduct.

8. Arbitration. YOU AND TETRA AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY OF THE SERVICES (INCLUDING THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS TO ARBITRATE) SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. The language of the arbitration will be English. You agree that you and Tetra each waive the right to a trial by jury and to participate in a class action. This arbitration provision will survive any termination of other terms.

8.1 Scope. The arbitrator will not have the power to award damages that are limited or waived by these Terms (such as punitive damages, treble damages, or any other damages that are not compensatory), to the extent such limitation or waiver is permitted under applicable law, and the parties waive any right to recover any such damages. Further, the arbitrator will have no power to issue any award contrary to or inconsistent with any applicable statute, case law, or constitutional law, to modify, change or excuse the performance of any material term of these Terms, or to award equitable relief. The arbitration proceedings and decisions of the arbitrator will be kept confidential (and may not be disclosed) by the parties or the arbitrator, except to the extent necessary to compel any award made by the arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration hearings will take place in Calgary, Alberta.

YOU AND TETRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Tetra agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

8.2 Exceptions. Notwithstanding any other provision in this Section 8 to the contrary, either party will at all times be entitled to seek and obtain injunctive relief from infringement or threatened infringement of its intellectual property rights or misappropriation of its trade secrets in any court having jurisdiction. Each party agrees that notice of arbitration may be serviced by written notice as provided by Section 10.1.

9. Choice of Law and Alternate Forum. These Terms will be governed by, subject to, and interpreted in accordance with the laws of the province of Alberta and the federal laws of Canada applicable therein, each without regard to conflict of laws principles. The parties agree that these Terms and the transactions contemplated therein will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If arbitration cannot be compelled under Section 8, then the parties i) hereby irrevocably consent to the jurisdiction of, and venue in, the courts located in Calgary, Alberta for the purposes of adjudicating any action or proceeding to enforce these Terms, and ii) each party waives, to the fullest extent permitted by law, any objection that it may now or later have to such venue and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

10. Other Terms.

10.1 Notices. Except as otherwise specified in these Terms, all notices hereunder shall be in writing and shall be effectively given upon i) personal delivery, ii) delivery of certified or registered mail, or by courier service, iii) the first business day after sending by email. Notices shall be deemed to have been given, delivered, and received upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused. Notices to you will be addressed using the contact information you provided to us in connection with your account. Notices to us will be address to us at our contact information below. Either party may update their contact information for notice purposes by giving the other party appropriate notice under this Section 10.1. Our address for notices: Tetra Trust Company, Attention: Legal, 441 5th Avenue S.W., Suite 425, Calgary, AB, T2P 2V1, legal@tetratrust.com

10.2 Entire Agreement. These Terms, including the Privacy Policy and other terms, policies and guidelines incorporated by reference, constitute the entire agreement between you and Tetra and govern your use of the Services, superseding any prior agreements between you and Tetra with respect to the Services. The following Sections will survive any termination of these Terms: 1.2, 1.4, 1.5, 1.8, 1.9, 1.11, 1.12, 1.13, 2.1, 2.2, 2.4, 2.7, and 3 to 10. Termination of these Terms will not be construed to waive or release any claim that a party was entitled to assert at the time of such termination.

10.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect and enforceable.

10.4 Interpretation. These Terms will not be construed in favor of or against any party by reason of the extent to which any party participated in preparing these Terms.

10.5 Waiver. No waiver of any provision of these Terms will be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of these Terms, or the waiver by any party of any breach of these Terms, will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

11. Contact Us. Tetra can be contacted by e-mail at onboarding@tetratrust.com