Terms & Conditions

TERMS OF SERVICE

OpalAccess Limited

Effective Date: January 1, 2025

1. GENERAL PROVISIONS

1.1 These Terms of Service (the "Terms") govern the relationship between OpalAccess Limited (registration number C110023, registered address: Level G (Office 1/1302) Quantum House 75, Triq L-Abate Rigord, Ta' Xbiex, XBX 1120, Malta), doing business as "BlackOpal" (the "Company," "we," "our," "us") and any individual or entity that accesses or uses the Website and/or Services (the "User," "you," "your").

1.2 The Company operates as a technology and infrastructure provider that facilitates access to financial products and services. The Company does not offer direct, permissionless access to financial products. All investment products and financial services offered in connection with the Company are made available exclusively through Authorized Distribution Partners and/or regulated fund structures, subject to applicable eligibility requirements and the terms of the relevant Distribution Partner.

1.3 The Terms apply to your use of the Website and any Services made available to you through the Website. The Terms set out in particular:

• the types and scope of electronically supplied services;

• the conditions for the supply of services by electronic means of communication, including technical requirements, prohibitions on providing illegal content, and conditions for concluding and terminating contracts;

• a complaint procedure;

• limitations and disclaimers regarding third-party distribution and services.

1.4 The following annexes are an integral part of these Terms:

• Annex No. 1: Template Withdrawal Form;

• Annex No. 2: Risk Notice;

• Annex No. 3: Third-Party Distribution Disclaimer.

1.5 The currently applicable Terms are available on the Website in a form that enables their recording, storage, and reproduction by the User.

1.6 Before accessing the Website or using any of the Services, you must carefully read and understand the Terms and the Privacy Policy. By accessing the Website or using any of the Services, you acknowledge that you have carefully read, understood, and agreed to be bound by the Terms and the Privacy Policy.

1.7 NOTHING IN THESE TERMS OR IN THE CONTENT CONSTITUTES LEGAL, FINANCIAL, BUSINESS, CRYPTO-ASSET, INVESTMENT, OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, CRYPTO-ASSET, INVESTMENT, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. THE COMPANY DOES NOT ACT AS A FIDUCIARY, TRUSTEE, AGENT, BROKER, DEALER, OR FINANCIAL ADVISOR TO ANY USER.

1.8 IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.

1.9 THE COMPANY IS A TECHNOLOGY AND INFRASTRUCTURE PROVIDER. THE COMPANY IS NOT A BANK, BROKER-DEALER, INVESTMENT ADVISOR, CUSTODIAN, OR EXCHANGE. THE COMPANY DOES NOT HOLD, CUSTODY, OR CONTROL USER FUNDS OR CRYPTO-ASSETS EXCEPT AS EXPRESSLY DESCRIBED IN THESE TERMS OR IN THE APPLICABLE PRODUCT DOCUMENTATION.

2. CONTACT

2.1 You may contact the Company regarding matters related to the Website or the Services using the following channels: Email: contact@blackopal.finance

2.2 We may communicate with you through the same contact channels. If you use these communication channels, you agree that the Company may communicate with you through these channels in response.

2.3 We may also communicate with you by posting information on the Website or by sending an email to the email address provided by you when using the Website or the Services.

3. TECHNICAL REQUIREMENTS FOR THE USE OF THE WEBSITE AND SERVICES

3.1 The technical requirements for the use of the Website and Services are as follows:

• an Internet-connected device with the latest operating system, Internet access, and a current standard web browser (e.g. Chrome, Safari, Mozilla Firefox, Opera, or Microsoft Edge);

• cookies and JavaScript enabled in the web browser;

• screen resolution when displaying the Website is at least 1280x720 pixels.

3.2 Additional technical requirements may apply for specific Services or for accessing products through Authorized Distribution Partners, including but not limited to:

• having an active Wallet (e.g., an external off-Website Wallet provided by a Third Party) that operates on compatible blockchain networks;

• meeting the technical requirements imposed by any Authorized Distribution Partner's platform;

• completing any applicable onboarding, KYC/AML, or accreditation procedures required by the Company, the relevant fund structure, or the Authorized Distribution Partner.

4. LEGAL REQUIREMENTS FOR THE USE OF THE WEBSITE AND SERVICES

4.1 The legal requirements for the use of the Website and the Services are as follows:

• you must be at least 18 years old or of the legal age in accordance with the Applicable Law at the time of accessing the Website;

• you must have the full legal capacity to conclude agreements under the Applicable Law;

• you must not be located in, a citizen of, or a resident of a Prohibited Jurisdiction;

• you must comply with additional requirements regarding specific Services set out in these Terms, including any eligibility requirements imposed by Authorized Distribution Partners or applicable securities laws (if applicable).

4.2 If you do not meet any of the requirements set out in Section 4.1, you are obligated to refrain from accessing and using the Website or Services.

4.3 Certain products accessible through the Company or its Authorized Distribution Partners may be restricted to Qualified Investors, Accredited Investors, Professional Investors, or equivalent classifications under Applicable Law. The Company and/or Authorized Distribution Partners reserve the right to impose additional eligibility requirements at their discretion.

5. COMPLIANCE WITH APPLICABLE LAW

5.1 The User must comply with Applicable Law, including local laws regarding the lawful use of the Services in the User's jurisdiction.

5.2 The User declares that:

• the User does not and will not carry out any illegal activity, including money laundering, financing of terrorism, or any activity in violation of any state or international sanctions as defined by Applicable Law in connection with use of the Services;

• the User is not indicated on any Sanctions Lists;

• the User is not located in a Prohibited Jurisdiction, is not a citizen of a Prohibited Jurisdiction, nor is a resident of a Prohibited Jurisdiction;

• the User's Crypto-Assets and/or fiat currency used in connection with the Services come from legitimate sources;

• the User is not acting on behalf of, or for the benefit of, any person or entity that is subject to sanctions or located in a Prohibited Jurisdiction.

5.3 The Company does not provide Services to Users who fail to comply with this Section 5. Such non-compliance constitutes a material breach of the Agreement through the fault of the User, entitling the Company to immediately suspend or terminate the User's access without notice or liability.

6. TYPES AND SCOPE OF THE SERVICES

6.1 The types of Services are as follows:

• Content Access Service;

• Platform Access Service;

• Third-Party Distribution Access.

6.2 The Agreement on the use of the Website and Services is concluded as regards:

• the Content Access Service – when the User accesses the Website;

• the Platform Access Service – when the User creates an account, connects a Wallet, or otherwise interacts with the Company's platform interface to access information about, or to subscribe to, financial products offered by the Company or its affiliates;

• the Third-Party Distribution Access – when the User accesses the Company's products or services through an Authorized Distribution Partner's platform, subject to the terms and conditions of such Authorized Distribution Partner.

6.3 Continued use of the Website and/or the Services constitutes a declaration of will to be bound by these Terms and acknowledgment of the Privacy Policy.

6.4 The Agreement with the User is concluded for the duration of the Service(s).

6.5 The Company may terminate the Agreement with immediate effect if any of the following arise:

• the User is in breach of these Terms, in particular the rules of conduct set out in Section 5 or Section 8;

• the User grossly violates Applicable Law or the rights of the Company or Third Parties;

• the User carries out activities detrimental to the Company or Third Parties, in particular activities that violate or threaten the security of ICT Systems;

• the User uses the Services in a manner contrary to their purpose or scope as set out in these Terms;

• the User attempts to gain unauthorized access to the Website, the Company's systems, or any Authorized Distribution Partner's systems;

• the User overcomes software security features that restrict or protect the use of Content;

• it is requested by law enforcement, regulatory authorities, or other public authorities;

• the Company reasonably determines that the User poses a risk to the Company, its affiliates, its partners, or other Users.

7. CONTENT ACCESS SERVICE

7.1 The Content Access Service consists of enabling the User to access the Content published on the Website.

7.2 To start using the Content Access Service, the User must visit the Website using the User's web browser.

7.3 THE CONTENT OR OTHER INFORMATION PUBLISHED ON THE WEBSITE IS PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER, SOLICITATION, ADVICE, OR RECOMMENDATION TO BUY, SELL, OR HOLD ANY ASSETS, SECURITIES, CRYPTO-ASSETS, OR FINANCIAL INSTRUMENTS, OR TO ENGAGE IN ANY TRANSACTION. THE CONTENT DOES NOT CONSTITUTE ADVICE OF ANY OTHER NATURE, INCLUDING TAX, LEGAL, REGULATORY, OR ACCOUNTING ADVICE. ALL DECISIONS MADE BY THE USER ARE BASED SOLELY ON THE USER'S OWN ASSESSMENT AND ARE THE USER'S SOLE RESPONSIBILITY.

7.4 The use of the Content Access Service does not require an Account.

7.5 The use of the Content Access Service is free of charge.

7.6 The Company makes no representation or warranty as to the accuracy, completeness, timeliness, or reliability of the Content. The Content may include forward-looking statements, projections, estimates, or hypothetical performance data that are inherently uncertain and may not be achieved.

8. GENERAL RULES OF USE OF THE SERVICES

8.1 The User is authorized to use the Website and/or the Services exclusively for personal, non-commercial use unless otherwise expressly agreed in writing with the Company.

8.2 The User is obliged to use the Services in accordance with these Terms, Applicable Law, and good market practices, respecting personal rights and intellectual property rights. In particular, the User undertakes:

• not to transmit or upload any Prohibited Content;

• not to interfere with or disrupt the operation of the Services or ICT Systems;

• not to impersonate any person or entity, misrepresent information, or misrepresent affiliation with a person or entity;

• not to support, assist, or promote any criminal activity or enterprise;

• not to access or use the Services to create products or services that compete with the Services;

• not to modify, reproduce, duplicate, copy, download, store, transmit, distribute, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sublicense, sell, mirror, design, rent, lease, trademark, grant a security interest in, or create derivative works of any portion of the Content, the Website, or the Services without the prior written consent of the Company;

• not to use deep linking, indexing robots, bots, spiders, or other automated devices, programs, scripts, algorithms, or methods to access, obtain, copy, or monitor any element of the Company's intellectual property, or replicate or circumvent the navigational structure or presentation of the Content, the Website, or the Services;

• not to attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software or smart contracts used in connection with the Services;

• not to use the Services or Website to conduct or facilitate any activity that would constitute a violation of any applicable securities, commodities, or financial services laws or regulations.

9. PLATFORM ACCESS SERVICE

9.1 The Platform Access Service consists of enabling the User to interact with the Company's platform interface, which may include viewing information about available financial products, connecting a Wallet, creating an Account, and (where applicable and subject to eligibility) subscribing to or interacting with financial products offered by the Company or its affiliates.

9.2 To use the Platform Access Service, the User may be required to:

• visit the Website using the User's web browser;

• complete any applicable registration, onboarding, KYC/AML, or investor accreditation process;

• connect a compatible Wallet to the Website (if applicable);

• accept these Terms and the Privacy Policy.

9.3 The User acknowledges and understands that any Wallet is an external tool provided by a Third Party. The Company is not a Wallet provider, does not exercise any control over the operation of Wallets, and has no control over or access to the crypto-assets in the Wallet. The provisions of Section 14 (Third-Party Services) apply accordingly.

9.4 The Platform Access Service is provided for informational and transactional purposes. The Company does not guarantee that any particular financial product will be available, that the User will be eligible for any particular product, or that any subscription or transaction will be accepted.

9.5 Certain features of the Platform Access Service may be subject to Gas Fees, Company Fees, or other charges as described in Section 12.

10. THIRD-PARTY DISTRIBUTION ACCESS

10.1 THE COMPANY CURRENTLY DISTRIBUTES ITS FINANCIAL PRODUCTS EXCLUSIVELY THROUGH AUTHORIZED DISTRIBUTION PARTNERS. THE COMPANY DOES NOT OFFER DIRECT, PERMISSIONLESS ACCESS TO FINANCIAL PRODUCTS TO THE GENERAL PUBLIC. ALL SUBSCRIPTIONS TO, REDEMPTIONS FROM, AND INTERACTIONS WITH THE COMPANY'S FINANCIAL PRODUCTS ARE SUBJECT TO THE TERMS, CONDITIONS, ELIGIBILITY REQUIREMENTS, AND PROCEDURES OF THE RELEVANT AUTHORIZED DISTRIBUTION PARTNER AND/OR THE APPLICABLE FUND DOCUMENTATION.

10.2 When the User accesses the Company's products through an Authorized Distribution Partner:

• the User's relationship with the Authorized Distribution Partner is governed by the Authorized Distribution Partner's own terms of service, privacy policy, and applicable agreements;

• the Company acts as a technology and/or product provider to the Authorized Distribution Partner and is not a direct counterparty to the User unless expressly stated in the applicable product documentation;

• the Company is not responsible for the Authorized Distribution Partner's platform, systems, security, custody arrangements, operational performance, solvency, or compliance with applicable laws;

• the User bears all risks associated with the Authorized Distribution Partner's platform, including but not limited to risks of platform failure, security breaches, unauthorized access, operational errors, insolvency, or regulatory action;

• the Company makes no representation or warranty regarding the Authorized Distribution Partner's ability to process subscriptions, redemptions, transfers, or other transactions in a timely or accurate manner;

• the Company shall have no liability whatsoever for any loss, damage, claim, or expense arising from or in connection with the User's use of, or inability to use, any Authorized Distribution Partner's platform or services.

10.3 The User acknowledges and agrees that:

• the Company may add, remove, suspend, or replace Authorized Distribution Partners at any time and in its sole discretion, without prior notice to the User;

• the availability of any particular product through any particular Authorized Distribution Partner is not guaranteed;

• the Company's financial products may be subject to different terms, fees, minimum investments, lock-up periods, and eligibility requirements depending on the Authorized Distribution Partner and/or the applicable fund structure;

• it is the User's sole responsibility to review and comply with the terms and conditions of each Authorized Distribution Partner.

10.4 In the event of a conflict between these Terms and the terms of any Authorized Distribution Partner, these Terms shall prevail with respect to the User's relationship with the Company, and the Authorized Distribution Partner's terms shall prevail with respect to the User's relationship with the Authorized Distribution Partner.

10.5 THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR IN CONNECTION WITH THE ACTS, OMISSIONS, NEGLIGENCE, FRAUD, INSOLVENCY, OR MISCONDUCT OF ANY AUTHORIZED DISTRIBUTION PARTNER. THE USER'S SOLE RECOURSE IN RESPECT OF ANY CLAIM ARISING FROM THE CONDUCT OF AN AUTHORIZED DISTRIBUTION PARTNER SHALL BE AGAINST THE AUTHORIZED DISTRIBUTION PARTNER DIRECTLY.

11. TERMINATION OF AGREEMENT

11.1 The User may terminate the Agreement at any time without stating a reason or incurring any costs by contacting the Company by email: contact@blackopal.finance. For the avoidance of doubt, this right of termination does not apply to any investment, subscription, or fund agreement, which can be terminated only in compliance with the provisions of the applicable product documentation.

11.2 The Company may terminate the Agreement by suspending or terminating the Account, with immediate effect if any valid reason arises, in particular when:

• the User is in breach of these Terms, in particular the rules of conduct set out in Section 5 or Section 8;

• the User grossly violates Applicable Law or the rights of the Company or Third Parties;

• the User carries out activities detrimental to the Company or Third Parties;

• the User uses the Services in a manner contrary to their purpose or scope;

• the User attempts to gain unauthorized access to the Website, to another User's Account, or to any Authorized Distribution Partner's systems;

• the User overcomes software security features;

• the User fails to pay any applicable Fees;

• unexpected operational difficulties occur;

• it is requested by law enforcement, regulatory authorities, or other public authorities;

• the Company reasonably determines that continued provision of Services to the User would expose the Company, its affiliates, or its partners to legal, regulatory, reputational, or financial risk.

11.3 In the event of suspension or termination, the User will not be able to access the Account or use any Services that require the Account. The Company shall have no liability to the User for any loss or damage arising from such suspension or termination.

11.4 Termination of the Agreement shall not affect the survival of provisions that by their nature are intended to survive termination, including but not limited to Sections 13 (Liability), 14 (Third-Party Services), 16 (Intellectual Property Rights), 18 (Liability Disclaimer and Risk), and 21 (Applicable Law).

12. COMPANY FEES AND GAS FEES

12.1 The Company may collect Company Fees and Gas Fees in connection with the Services.

12.2 The User authorizes the Company, or the Company's payment processor, to debit or deduct from the amounts paid any applicable fees due in connection with the use of the Services.

12.3 The User acknowledges that under no circumstances shall any transaction that occurs on the Website or through an Authorized Distribution Partner become invalid, revocable, retractable, or unenforceable on the basis that the applicable Fee was unknown, too high, or otherwise unacceptable.

Company Fees

12.4 The Company Fees are charged by the Company. The amounts are displayed on the Website's interface or in the applicable product documentation.

12.5 The Company may change the Company Fees in accordance with Section 19 (Amendments to the Terms).

Gas Fees

12.6 Gas Fees are charged by the relevant blockchain network and are not imposed by the Company.

12.7 The User acknowledges that:

• Gas Fees are paid to network validators and the Company does not receive any portion of Gas Fees;

• the Company does not determine, control, or guarantee the amount of Gas Fees;

• Gas Fee amounts may vary from those indicated in any pre-transaction summary due to the nature of blockchain technology, and the Company shall not be responsible for such variations.

13. LIABILITY

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE USER ON ANY BASIS (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY PRODUCT ACCESSED THROUGH THE COMPANY OR ITS AUTHORIZED DISTRIBUTION PARTNERS, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE USER TO THE COMPANY (EXCLUDING GAS FEES) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED EUROS (EUR 100).

13.2 Subject to the mandatory provisions of Applicable Law, the Company shall not be liable (liability exclusion):

• for investment, crypto-asset, financial, or other decisions made on the basis of the Content or for the results obtained on the basis of the Content. The Company does not provide investment, financial, crypto-asset, or any form of advisory services. The User represents that the User understands that the Company is not responsible for the User's level of investment, financial, or crypto-asset knowledge or competence;

• for any loss of profits, revenue, goodwill, data, anticipated savings, or any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, whether arising out of contract, tort, strict liability, or otherwise, even if the Company has been advised of the possibility of such damages;

• for restricting, delaying, or preventing the User's access to the Website or Services as a result of force majeure events, including strikes, failure of public utility services or telecommunications networks, war, riot, civil commotion, malicious damage, pandemic, epidemic, natural disaster, or acts of government;

• for restricting, delaying, or preventing the User's access to the Website or Services due to necessary maintenance, upkeep, or development work;

• for damage caused by circumstances beyond the Company's direct or indirect control;

• for Third-Party Services, including the services of Authorized Distribution Partners, their accuracy, completeness, availability, security, or solvency;

• for acts or omissions of the User;

• for loss or damage suffered by the User as a result of illegal or fraudulent activities of Third Parties;

• for damages resulting from ICT Systems for the operation of which the Company is not responsible, including the Internet or blockchain networks, in particular for failures, disruptions, errors, distortions, or delays in communication, any losses incurred as a result of using blockchain networks or other DLT solutions (including User error such as forgotten access information or misconstrued smart contracts), errors or faults arising from blockchain technology, changes to protocol rules, protocol bifurcations and/or forks, technical problems with nodes, server failure or data loss, and corrupted files;

• for any losses incurred as a result of the Wallet or any Third Party's tool connected to the Website not functioning or malfunctioning, including unauthorized access or actions of Third Parties;

• for any mistake, error, or defect arising from the User's entry of incorrect, incomplete, or mistaken data into the Website interface or any Authorized Distribution Partner's interface;

• for the performance, returns, value, or outcome of any financial product, investment, or crypto-asset accessed through the Company or its Authorized Distribution Partners;

• for any regulatory action, licensing change, or legal restriction affecting the Company, any Authorized Distribution Partner, or any underlying investment or asset;

• for any change in value of crypto-assets, fiat currencies, or other assets, including de-pegging events affecting stablecoins;

• in cases listed in Annex No. 2 (Risk Notice) and Annex No. 3 (Third-Party Distribution Disclaimer).

13.3 Sections 13.1 and 13.2 do not deprive the Consumer of any protection afforded by mandatory provisions of Applicable Law that cannot be derogated from by agreement.

14. THIRD-PARTY SERVICES

14.1 The Website may contain hyperlinks to, or integrations with, external services, platforms, or websites of Third Parties, including Authorized Distribution Partners. These Terms do not apply to such Third-Party Services or websites unless expressly stated otherwise. If the User uses them, the User does so at the User's own risk and subject to the relevant terms of service and privacy policy of such Third Parties.

14.2 The Company is not responsible for any Third-Party Services accessed via the Website, including but not limited to their accuracy, completeness, availability, security, data handling practices, solvency, or regulatory compliance.

14.3 The Company does not endorse, guarantee, or assume responsibility for any product, service, content, or information offered by any Third Party, including Authorized Distribution Partners. Any reliance on or interaction with Third-Party Services is at the User's sole risk.

15. TAXES

15.1 The User is solely responsible for:

• determining whether and to what extent any taxes apply to transactions made by the User in connection with using the Services, including subscriptions to or redemptions from financial products, and for determining the rules for withholding, collecting, reporting, and remitting the correct amounts of taxes to the relevant tax authorities;

• declaring all receipts and debits in connection with the use of the Services, including for the purposes of national tax returns and any related filings.

15.2 The User releases the Company from any and all liability in the event of the User's failure to comply with this Section 15. The Company is not responsible for the User's failure to comply with applicable tax obligations.

15.3 The Company does not provide tax advice. The User should consult a qualified tax professional regarding the tax implications of using the Services.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 The Company grants to the User a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the Website and the Services in accordance with these Terms.

16.2 The Content, including graphical elements, text, data, software, and other materials, is protected by copyright, trademark rights, and other intellectual property rights. The Company does not assign any copyrights or provide any licenses to use the Content outside the scope of the license set out in this Section 16.

16.3 The User may not modify, copy, frame, scrape, rent, lease, loan, publish, sell, distribute, remove any proprietary notices or labels, or develop derivative works based on the Website or the Services, in whole or in part, except as explicitly authorized by the Company.

16.4 All trademarks, service marks, trade names, logos, and other intellectual property associated with BlackOpal, OpalAccess, GemStone, LiquidStone, and any related product names are the exclusive property of the Company and/or its affiliates. No license or right to use any such marks is granted except as expressly set forth herein.

17. PRIVACY AND PERSONAL DATA PROTECTION

17.1 The Company processes the User's personal data in accordance with Applicable Law, including the GDPR where applicable. Information on the processing of personal data and cookies can be found in the Privacy Policy.

17.2 The User acknowledges that when accessing products through Authorized Distribution Partners, the User's personal data may be processed by such Authorized Distribution Partners in accordance with their own privacy policies. The Company is not responsible for the data processing practices of Authorized Distribution Partners.

18. LIABILITY DISCLAIMER AND RISK

18.1 THE COMPANY DOES NOT ACT AS A FIDUCIARY, TRUSTEE, AGENT, OR FINANCIAL ADVISOR TO ANY USER OR ANY THIRD-PARTY ENTITY PROVIDING CAPITAL ON ANY PLATFORM, WHETHER THROUGH SMART CONTRACTS OR OTHER MECHANISMS. ALL INTERACTIONS AND TRANSACTIONS EXECUTED VIA ON-CHAIN PROTOCOLS ARE CONDUCTED ON AN "AS-IS" AND DISCRETIONARY BASIS, AND THE COMPANY DOES NOT ASSUME ANY DUTY OF CARE, LOYALTY, OR PRUDENCE UNLESS EXPLICITLY AGREED TO IN WRITING VIA A LEGALLY BINDING CONTRACT.

18.2 All capital interactions with the Company are governed solely by the applicable product documentation (including fund documents, subscription agreements, and/or the code of relevant smart contracts, as applicable). No additional terms, conditions, or understandings, whether expressed verbally, implied, or communicated off-chain, shall be considered binding unless formally executed in writing and signed by authorized representatives of both parties.

18.3 The Company and/or its affiliates may deploy capital received into third-party entities, financial products, or underlying assets, which may include but are not limited to credit card receivables, trade receivables, funds, decentralized applications, protocols, alternative finance mechanisms, and other financial instruments. These deployments inherently carry risk, including but not limited to:

• counterparty default;

• smart contract vulnerabilities;

• regulatory changes or enforcement actions;

• illiquidity, market loss, or currency depreciation;

• operational failure of underlying platforms, service providers, or origination partners;

• changes in credit quality of underlying assets;

• foreign exchange risk, including risks associated with emerging market currencies;

• legal and political risks in the jurisdictions where underlying assets are originated or held.

18.4 BY INTERACTING WITH THE COMPANY ON-CHAIN OR THROUGH ANY AUTHORIZED DISTRIBUTION PARTNER, THE USER ACKNOWLEDGES AND ACCEPTS FULL RESPONSIBILITY FOR ANY LOSSES INCURRED AS A RESULT OF THESE RISKS.

18.5 THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, REGARDING THE RETURN OF CAPITAL, PROFITABILITY, YIELD, INTEREST, OR RISK MITIGATION. CAPITAL ALLOCATIONS ARE SPECULATIVE IN NATURE AND MAY RESULT IN PARTIAL OR TOTAL LOSS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

18.6 The Company is not liable for any unilateral changes made by any capital provider, Authorized Distribution Partner, or Third Party, including changes to governance, smart contract parameters, platform terms, or off-chain communications, especially where such changes are made without prior notice, discussion, or agreement with the Company.

18.7 THE USER HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL CLAIMS AGAINST THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ADVISORS ARISING FROM OR IN CONNECTION WITH: (A) ANY LOSS OF CAPITAL, PROFITS, OR EXPECTED RETURNS; (B) ANY FAILURE OF A SMART CONTRACT, BLOCKCHAIN NETWORK, OR THIRD-PARTY PLATFORM; (C) ANY ACT, OMISSION, NEGLIGENCE, INSOLVENCY, OR MISCONDUCT OF ANY AUTHORIZED DISTRIBUTION PARTNER, ORIGINATION PARTNER, CUSTODIAN, OR OTHER THIRD PARTY; OR (D) ANY REGULATORY ACTION OR LEGAL RESTRICTION AFFECTING ANY PRODUCT OR SERVICE.

18.8 By accessing any financial product through the Company or any Authorized Distribution Partner, the User irrevocably acknowledges, accepts, and agrees to the terms outlined in this Section 18.

19. AMENDMENTS TO THE TERMS

19.1 The Company reserves the right to amend these Terms for important reasons, including:

• changes in legislation or the need to comply with Applicable Law;

• recommendations, orders, rulings, or decisions of authorized public authorities;

• extending or changing the functionality of the Website or Services;

• changing technical conditions for the provision of Services;

• rectifying ambiguities, errors, or clerical mistakes;

• changing contact details, names, identification numbers, electronic addresses, or links;

• preventing abuse or for security reasons;

• improving the quality of service;

• adding or removing Authorized Distribution Partners.

19.2 If the User is a Consumer, the Company will inform the User of any planned change by publication on the Website, or by email, providing: the content of the planned change, the effective date (no less than 7 days prior), and the consolidated text of the amended Terms.

19.3 If the User does not agree to the proposed changes, the User may terminate the Agreement effective on the day immediately preceding the effective date of the proposed amendment, by sending an email to contact@blackopal.finance. Continued use of the Website or Services means the User agrees to be bound by the current version of the Terms.

20. COMPLAINTS

20.1 The Company shall exercise due diligence to ensure that the Services and the Website operate at an appropriate level.

20.2 The User has the right to report objections and errors by contacting the Company by email at: contact@blackopal.finance.

20.3 The User should state in the complaint: contact details for receiving a response, a detailed description of the event, and the demands of the User.

20.4 The Company may ask the User to provide additional information as necessary.

20.5 Complaints will be dealt with no later than within 14 days. Incomplete information may make it difficult or impossible to respond.

20.6 A complaint may be submitted anonymously if personal data is not necessary for processing.

20.7 The Company will send its response to the email address from which the complaint was sent unless the User has indicated a different address.

21. APPLICABLE LAW AND DISPUTES

21.1 These Terms shall be governed by and construed in accordance with the laws of Malta, without regard to its conflict of laws principles, subject to Section 21.6 below.

21.2 Any dispute, controversy, claim, or matter arising out of or connected with these Terms that is not resolved amicably will be subject to the exclusive jurisdiction of the courts of Malta.

21.3 The Company does not utilize any alternative dispute resolution mechanisms except when required by Applicable Law.

21.4 The European Commission has established a platform for online dispute resolution for EU Consumers, available at http://ec.europa.eu/consumers/odr. The Company may consider use of this platform on a case-by-case basis.

21.5 EU Consumer Users may reach out to a municipal or district consumer ombudsman or consumer organizations for assistance.

21.6 These Terms shall not limit any rights the User may have as a Consumer that cannot be excluded or limited under Applicable Law.

22. INDEMNIFICATION

22.1 THE USER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES (INCLUDING BUT NOT LIMITED TO BLACKOPAL LABS, INC.), AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, AND REPRESENTATIVES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL COSTS) ARISING OUT OF OR IN CONNECTION WITH:

• the User's breach of these Terms;

• the User's violation of Applicable Law;

• the User's use of the Services or the Website;

• the User's interaction with any Authorized Distribution Partner;

• any inaccurate representation or warranty made by the User;

• any claim by a Third Party arising from the User's conduct.

22.2 This indemnification obligation shall survive termination of the Agreement.

23. FINAL PROVISIONS

23.1 These Terms comprise the entire contractual relationship between the User and the Company regarding the use of the Website and Services and supersede all prior arrangements, agreements, and understandings.

23.2 The Company reserves the right to transfer the rights and obligations set out in these Terms to the Company's affiliates (including BlackOpal Labs, Inc. and its subsidiaries) or other members of the Company's group. If the User does not consent to such transfer, the User will be entitled to terminate the Agreement.

23.3 If any provision of these Terms is declared invalid, ineffective, or unenforceable by a court or competent authority, the remaining provisions shall remain in full force and effect.

23.4 All warranties, representations, conditions, and any other terms implied by statute or common law are excluded to the fullest extent permitted by Applicable Law.

23.5 No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

23.6 The User may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations at its discretion.

24. DEFINITIONS

24.1 Capitalized terms in these Terms shall have the following meanings:

1. Account – a dataset about a User, including data about the Wallet (if applicable), which allows the User to access certain Services.

1. Applicable Law – any and all applicable laws, statutes, ordinances, orders, regulatory requirements, rules, and regulations, whether state, EU, federal, or local, in force at any time in relation to the User or the Company.

1. Authorized Distribution Partner – a Third Party authorized by the Company to distribute, offer, or facilitate access to the Company's financial products or Services, including but not limited to DeFi protocols, yield aggregators, tokenization platforms, fund administrators, and institutional intermediaries.

1. Blockchain Data – information recorded on public blockchain networks.

1. Company (also "we," "our," "us") – OpalAccess Limited with registration number C110023, registered address at Level G (Office 1/1302) Quantum House 75, Triq L-Abate Rigord, Ta' Xbiex, XBX 1120, Malta, doing business as "BlackOpal."

1. Company Fees – all amounts payable by the User to the Company as determined under these Terms or the applicable product documentation.

1. Consumer – any natural person making a legal transaction with the Company who is not directly related to that person's professional or business activity.

1. Content – any content, data, information, text, photos, images, digital or other material displayed or made available by the Company on or through the Website.

1. Crypto-Asset – a digital representation of value or rights that may be transferred and stored electronically using distributed ledger technology.

1. DLT – distributed ledger technology that enables the operation and use of distributed ledgers.

1. Gas Fee – the amount payable by a User to blockchain network validators for conducting a transaction. The Gas Fee is not a Company Fee.

1. GDPR – General Data Protection Regulation (EU) 2016/679.

1. ICT Systems – a set of interoperable computing devices and software providing for the processing and storage of data, as well as the sending and receiving of data over telecommunications networks.

1. Privacy Policy – the privacy policy of the Company, available on the Website.

1. Prohibited Content – any content made, shared, used, or uploaded by the User that infringes intellectual property rights, contains viruses or malicious code, constitutes a threat to privacy or security, constitutes unsolicited advertising, is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable, or that in the Company's judgment is inappropriate or may expose the Company or Users to damage or liability.

1. Prohibited Jurisdiction – any jurisdiction in which the use of the Services is prohibited by Applicable Law, including jurisdictions subject to comprehensive sanctions by the United States, European Union, United Nations, or other relevant authorities.

1. Qualified Investor – an individual or entity meeting the eligibility requirements for investment in the Company's products under Applicable Law, including but not limited to accredited investor, professional investor, qualified purchaser, or equivalent classifications.

1. Sanctions Lists – the sanctions lists maintained by the United States (OFAC SDN List), the European Union, the United Nations Security Council, and such other sanctions lists as may be applicable.

1. Services – the services provided by the Company to the User through the Website, including the Content Access Service, Platform Access Service, and Third-Party Distribution Access.

1. Terms – these Terms of Service of the OpalAccess Limited Website.

1. Third Party – an entity other than the User or the Company.

1. Third-Party Services – services or solutions provided by a Third Party that are linked to on the Website or through which the Company's products may be accessed.

1. User (also "you," "your") – a natural or legal person using the Website and/or the Services.

1. Wallet – a digital wallet or crypto-asset account operated by a Third Party on behalf of the User, or the User's self-hosted address.

1. Website – the website operated by the Company through which the Services are provided, available at: https://www.blackopal.finance (or such other URL as the Company may designate from time to time).

ANNEX NO. 1 – TEMPLATE WITHDRAWAL FORM

(Please complete and return this form only if you wish to withdraw from the contract)

To: OpalAccess Limited, Level G (Office 1/1302) Quantum House 75, Triq L-Abate Rigord, Ta' Xbiex, XBX 1120, Malta. Email: contact@blackopal.finance

I/We (*1) hereby give notice that I/We (*1) withdraw from my/our (*1) contract for the provision of the following service (*1): ____________

Ordered on (*1)/received on (*1): ____________

Name of consumer(s): ____________

Address of consumer(s): ____________

Signature of consumer(s) (only if this form is notified on paper): ____________

Date: ____________

(*1) Delete as appropriate.

ANNEX NO. 2 – RISK NOTICE

The Company explicitly disclaims any ownership or control over any crypto-assets or fiat currency held by the User in any Wallet, account, or with any Third Party or Authorized Distribution Partner.

The User acknowledges and understands that the products, services, and assets accessible through the Company are inherently exposed to various risks and uncertainties, and the User accepts and acknowledges each of the following risks:

1. Market and Price Risk: The prices of crypto-assets and other financial instruments are extremely volatile. Fluctuations in price could materially and adversely affect the value of any investment. The value of underlying assets, including Brazilian credit card receivables and other trade receivables, may be affected by economic conditions, regulatory changes, currency fluctuations, and other factors beyond the Company's control.

1. Blockchain and Smart Contract Risk: Crypto-assets and tokenized financial products exist by virtue of ownership records maintained on blockchain networks. Smart contracts are conducted on decentralized ledgers. The Company has no control over, and makes no guarantees, warranties, or promises with respect to, smart contracts, blockchain networks, or DLT infrastructure.

1. Capital Loss Risk: The Company shall not be liable for any losses the User incurs as a result of using blockchain technology, smart contracts, or any financial product. This includes, but is not limited to, losses arising from User error (e.g., forgotten private keys, incorrectly constructed transactions), server failure or data loss, corrupted files, unauthorized access by Third Parties, forks or protocol changes, and technical node issues.

1. Internet and Cybersecurity Risk: There are inherent security risks in providing information and dealing online over the Internet. The Company implements appropriate safeguards but cannot guarantee that security incidents will not occur. There are risks associated with hardware, software, Internet connections, malicious software, and unauthorized access.

1. Cryptographic Advancement Risk: Advances in cryptography or technology (including quantum computing) may present risks to crypto-assets and the Website, potentially resulting in theft or loss. The Company intends to update protocols to account for such advances but does not guarantee full security.

1. Operational Risk: The Website and Authorized Distribution Partners' platforms may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational difficulties that may cause interruptions or delays. The Company does not guarantee that the Website or any platform is or will remain updated, complete, correct, secure, or that access will be uninterrupted.

1. Foreign Exchange Risk: The Company's underlying assets may be denominated in currencies other than the User's base currency, including Brazilian Real (BRL) and other emerging market currencies. Currency fluctuations, including NDF (non-deliverable forward) costs and hedging expenses, may materially affect returns.

1. Counterparty and Credit Risk: The Company's financial products may involve exposure to counterparties, including origination partners, payment processors, merchants, financial institutions, and sub-custodians. The default, insolvency, or failure of any counterparty may result in partial or total loss of capital.

1. Regulatory and Legal Risk: The regulatory environment for crypto-assets, tokenized securities, cross-border financial services, and digital assets is evolving and uncertain. Changes in laws, regulations, or regulatory interpretation in any relevant jurisdiction may adversely affect the Company's products, Services, or the User's ability to access them.

1. Liquidity Risk: Financial products offered through the Company may be subject to lock-up periods, redemption restrictions, or limited secondary market liquidity. The User may not be able to liquidate positions at a time or price favorable to the User.

1. Third-Party and Distribution Partner Risk: The Company relies on Authorized Distribution Partners and other Third Parties for the distribution and accessibility of its products. The failure, insolvency, regulatory action, or misconduct of any such partner may adversely affect the User's access to products or the User's capital.

1. Stablecoin and De-Pegging Risk: Products may involve stablecoins that are designed to maintain a stable value. Stablecoins may lose their peg, and the Company is not responsible for any losses arising from de-pegging events.

BY USING THE WEBSITE OR SERVICES, THE USER ACCEPTS ALL OF THE ABOVE RISKS AND ACKNOWLEDGES THAT THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING THEREFROM.

ANNEX NO. 3 – THIRD-PARTY DISTRIBUTION DISCLAIMER

This Annex forms an integral part of the Terms of Service and applies to all Users who access the Company's financial products through any Authorized Distribution Partner.

1. The Company distributes its financial products through a network of Authorized Distribution Partners. The Company does not currently offer direct, permissionless access to its financial products.

2. The Company's relationship with each Authorized Distribution Partner is governed by a separate agreement between the Company and the Authorized Distribution Partner. The User is not a party to, and has no rights under, such agreements.

3. The Company is not responsible for and makes no representations or warranties regarding:

• the solvency, financial condition, or creditworthiness of any Authorized Distribution Partner;

• the security, reliability, availability, or performance of any Authorized Distribution Partner's platform, systems, or infrastructure;

• the accuracy, completeness, or timeliness of information provided by any Authorized Distribution Partner;

• the custody arrangements, key management, or asset safekeeping practices of any Authorized Distribution Partner;

• any fees, charges, or costs imposed by any Authorized Distribution Partner;

• the regulatory status, licensing, or compliance of any Authorized Distribution Partner in any jurisdiction;

• the enforceability of any agreement between the User and any Authorized Distribution Partner.

4. In the event that any Authorized Distribution Partner experiences operational failure, insolvency, regulatory action, security breach, or any other event that adversely affects the User's access to the Company's products or the User's capital:

• the Company shall have no obligation to compensate the User for any loss;

• the Company shall have no obligation to provide alternative access to its products;

• the User's sole recourse shall be against the Authorized Distribution Partner directly;

• the Company may, but is not obligated to, assist the User in recovering access or capital, at the Company's sole discretion.

5. The User acknowledges that the Company's decision to distribute through any particular Authorized Distribution Partner does not constitute an endorsement, guarantee, or recommendation of that partner. The User is solely responsible for conducting its own due diligence on any Authorized Distribution Partner.

6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSS, DAMAGE, CLAIM, OR EXPENSE SUFFERED BY THE USER AS A RESULT OF OR IN CONNECTION WITH THE ACTS, OMISSIONS, NEGLIGENCE, FRAUD, INSOLVENCY, REGULATORY ACTION, OR MISCONDUCT OF ANY AUTHORIZED DISTRIBUTION PARTNER.

These Terms of Service were last updated on January 1, 2025. OpalAccess Limited reserves all rights not expressly granted herein.