Terms and Conditions

Paribus (The “Company,” “Us,” “Our” or “We”), by and through https://paribus.io (the “Site”), operates, hosts and monitors PBX Staking, PBX Borrow and Lending platform (as defined below, the “Services”). Paribus provides Services pursuant to, and in accordance with, the following terms and conditions (this “Agreement” or “Terms of Use”). By utilizing any of the Services as provided and offered by Paribus, you hereby consent and agree to be bound by these Terms of Use, as contained herein.

You (“Client”) agree to be bound by these Terms of Use and all other operating rules, policies and procedures that may be published by Us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Us from time to time without notice to you. Your use of the Site is governed by the version of these Terms of Use in effect on the date of use.

1. Definitions

“Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.

“Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.

“Client Data” means all data, files and information that Client provides to Paribus in the course of using the Services.

“Client Funds” means the Cryptocurrency funds held by Client.

“Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable.

“Slashing Penalty” means any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect or malicious performance.

“Staking” or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node.

“Staking Rewards” means all Cryptocurrency generated by operating Staking Nodes, including, but not limited to, block rewards, endorser rewards, transaction fees and any other direct payments as a result of operating a Staking Node.

“Supported Protocol” means a Cryptocurrency for which Paribus operates.

“Revenue Share Payments” means the percentage of Net Revenue paid to Client as set forth.

“Unbonding Period” means the Cryptocurrency imposed waiting period, during which the Client Funds and End Users Funds may not be withdrawn or sold.

2. PARIBUS RESPONSIBILITIES

a. Revenue Share Payments: Paribus will pay Client a percentage of Net Revenue directly attributable to Client Funds. All Payments will be made in the same Cryptocurrency in which the Client Funds or End Users Funds are denominated, as applicable.

b. Reporting: Paribus will provide regular reports through our dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue.

3. CLIENT RESPONSIBILITIES

a. Stake Delegation. Client will have the sole right to determine the amount of Client Funds and End Users Funds which will be Staked pursuant to this Agreement, in accordance with the pool and personal limits.

b. Withdrawals. Client acknowledges and agrees that Client Funds and End Users Funds which have been Staked pursuant hereto may be withdrawn prior to the conclusion of the Unbonding Period, but are subject to a Slashing Penalty.

c. Taxes: Client shall be responsible for payment of all applicable taxes, if any, to which the Revenue Share Payments might be subject and any and all other taxes which may apply to Client; Paribus makes no representations in this regard. Client agrees to indemnify and hold Paribus harmless against any taxes, including penalties, duties and interest levied by any government on the Revenue Share Payments.

4. LICENSE GRANT; RESTRICTIONS

a. Proprietary Rights. Client acknowledges and agrees that this license conveys no title or ownership rights to the Paribus Services. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by Paribus. Paribus retains all right, title and interest in and to the Paribus Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.

b. Restrictions. Client will not, and will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the Paribus Services. The Paribus Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.

5. TERM & TERMINATION

a. Term. Agreement will commence upon the Effective Date and, unless earlier terminated as set forth below, continue for a period denoted in the pool timeline (the “Initial Term”). Thereafter, the Agreement will automatically terminate. As used herein, “Term” means the Initial Term.

b. Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate, (ii) ii) together any payment obligations existing as of the effective date of termination, will survive.

6. CONFIDENTIALITY

The parties acknowledge that the terms of this Agreement will be confidential. Data or information will be considered Confidential Information if: (a) a party has marked it as such; (b) a party, orally or in writing, has advised the other party of its confidential or proprietary nature, or © due to its character and nature, a reasonable person under like circumstances would treat it as confidential. Neither party will either (i) publish, disclose or otherwise divulge any of the other party’s Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of the other party’s Confidential Information without the express prior written consent of the other party. The receiving party will protect the disclosing party’s Confidential Information with the same degree of care that the receiving party protects its own information of a similar nature, but in no event less than reasonable care. Neither party will use the other party’s Confidential Information except in the course of performing its duties under this Agreement. The foregoing obligations will not apply to any Confidential Information that (1) is already known to the receiving party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with laws, statutes, regulations, orders, and other governmental rules. Additionally, neither party will be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of confidentiality described above will expire three years after the expiration or termination of this Agreement.

7. REPRESENTATIONS & WARRANTIES

a. Representations and Warranties by Paribus. Paribus represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Paribus is bound, (iii) it provides the Services using commercially reasonable care and skill in accordance with the service levels outlined

b. Representations and Warranties by Client. Client represents and warrants to Paribus that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound.

c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 7(a), THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. Client understands that while Paribus employs measures to ensure that the Services are accessible 24 hours a day/7 days a week, Paribus cannot guarantee the uninterrupted or error-free operation performance of the Services or that Paribus will correct all defects or prevent third party disruptions or unauthorized third party access. In the event of any inaccessibility of the Paribus Services, Paribus’s sole liability and obligation will as described in Exhibit A, which is hereby incorporated by reference. Paribus warranties will not apply if there has been misuse, modification, damage not caused by Paribus, failure to comply with instructions provided by Paribus, or if otherwise stated in Exhibit A.

8. LIMITATION OF LIABILITY

PARIBUS’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES ACTUALLY RECEIVED BY PARIBUS IN THE PRIOR 12 MONTHS (OR OTHERWISE STATED LENGTH) WITH RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. PARIBUS WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO PARIBUS, ITS AFFILIATES, CONTRACTORS AND END USERS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF SECTION 2(C) OR A BREACH OF SECTION 6, OR (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 9.

9. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Paribus, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. Paribus shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by Paribus of any representation, warranty, or provision contained in this Agreement.

10. RELATIONSHIP OF PARTIES

Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to their own employees.

11. COMPLIANCE WITH LAWS

Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the Services hereof, Client shall promptly notify Paribus of such notice or violation.

12. GENERAL TERMS

a. This Agreement (and any Exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties.

b. This Agreement will be governed and interpreted in accordance with the laws of the State of New York without reference to conflicts of laws principles.

c. Paribus will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.

d. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.

e. Neither party will bring a legal action arising out of or related to the Agreement more than one year after the cause of action arose.

f. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.

g. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to [e-mail]. Notice will be effective on receipt.

h. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.