GALAXY DIGITAL LICENSE TERMS AND CONDITIONS:

These Terms and Conditions describes the terms governing your use of the Galaxy online services provided to you on Galaxy websites, platforms, and mobile applications hosted by Galaxy (all such Internet locations collectively referred to as the “Site”), including content, updates, and new references:

• Galaxy's Privacy Policy; and
• Additional terms and conditions, which may include those from third parties, including third parties that perform services for Galaxy, or on Galaxy's behalf, that have separate IT requirements to which Galaxy and its Clients must adhere, including, by way of example, data analysis, hosting services or customer services.

1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Galaxy. Galaxy reserves all other rights in the Services. Until termination of this Agreement, and as long as You meet any applicable payment obligations and comply with this Agreement, Galaxy grants You a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2. You agree not to use, nor permit any user or party to use, the Services or content in a manner that violates any applicable law, regulation, or these Terms and Conditions. You agree You will not:
   • Provide access to or give any part of the software or the Services to any party or parties beyond those designed by Galaxy, including any agencies, volunteers or users of the features of Your Galaxy hosted site.
   • Provide access to or give any part of the software or the Services to an additional site, party or user outside of Your Principal Organization without the consent of Galaxy, except to the extent allowed by Your Scope of Use as defined in Your Agreement. For purposes of this paragraph, Your "Principal Organization" shall be defined as the specific group or association of persons or individuals who comprise the core of Your company or concern as named on Your Agreement:
   • Reproduce, modify, copy, deconstruct, sell, trade, or resell the Services.
   • Perform or conduct any load testing or penetration testing on the Platform or Hosted Services without the written consent of Galaxy.
   • Make the Services available on any file-sharing or application hosting service.
3. Child Accounts; Your Responsibilities. You acknowledge that the

   System is not to be used by a person under 13 years of age to create, access or

   manage a user account on Your license(s) without parental or guardian consent. Customer is responsible for ensuring that Customer and Customer’s users under the age of 13 obtain parental or guardian consent to use the Site. Customer is responsible for ensuring that Customer and Customer’s Users’ use of the System follows all applicable laws and governmental regulations, and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.

4. Sensitive Data; Your Responsibilities. The System protects information under HIPAA, together with other similarly sensitive personal information, the Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer’s Users’ use of the System follows all applicable laws and governmental regulations, and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
5. Data Privacy. You acknowledge that you will adhere to all applicable laws, concerning data privacy, data protection and the transmission of personal data (“Personal Data”) in performing activities pursuant to this Agreement, including, without limitation, the California Consumer Privacy Act of 2018 ("CCPA"), as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), the CCPA Regulations (Cal. Code Regs. tit. 11, §§ 999.300 to 999.337), the California Privacy Rights Act of 2020 ("CPRA"), related regulations and guidance provided by the California Attorney General, and additional United States privacy laws.

Galaxy will use all reasonable endeavors to maintain the availability of the Hosted Services to You but does not guarantee 100% availability. Additional service parameters are specified in Your Service Level Agreement (the “SLA”) linked in Your Agreement.

1. Galaxy will provide Support Services as defined in the SLA linked in Your Agreement
2. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms and Conditions:
1. an act of nature;
2. a fault or failure of the internet or any public telecommunications network;
3. a fault or failure of Your computer systems or networks;
4. any breach by You of these Terms and Conditions; or
5. scheduled maintenance carried out in accordance with these Terms and Conditions.

You can view Galaxy's Privacy Policy provided with the Services and on the Website for the Services at https://www.galaxydigital.com/privacy-policy/

You agree to the applicable Galaxy Privacy Policy and any changes published by Galaxy. Any such changes published by Galaxy shall be commercially reasonable according to acceptable standards and practices within the web-based software as a service industry. You agree that Galaxy may use and maintain Your data according to the Galaxy Privacy Policy as part of the Services. You give Galaxy permission to combine identifiable and non-identifiable information You enter or upload to the Services with that of other users of the Services and/or other Galaxy services for the purpose of creating aggregate information that is not personally identifiable. For example, Galaxy may use Your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for You to compare business practices with other users. Galaxy will not share Your personal information with any third party outside of our organization other than, in our reasonable discretion, to investigate or prevent fraud, illegal activity or misuse of our Site. Galaxy will not sell or rent Your personal information to anyone and will not use Your identifiable information as a specific output without Your separate and express limited approval.

1. You are responsible for Your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted, or stored through Your use of the Services. You grant Galaxy a worldwide, royalty-free, non-exclusive license to host and use any Content provided through Your use of the Services.

   Notwithstanding this grant, the use of Your personal information remains subject to, and limited by, the provisions of paragraph 4, above. Archive Your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Galaxy is not responsible for the Content or data You submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, or transmit any of the following, including but not limited to:

   1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable
   2. information or communications of any kind, including without limitation conduct that would encourage criminal or civil liability under any local, state, federal or foreign law;
   3. Content that would impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual's privacy;
   4. Except as permitted by Galaxy in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
   5. Virus, trojan horse, worm or other disruptive or harmful software or data; and Any information, software or content which is not legally Yours and without
   6. permission from the copyright owner or intellectual property rights owner.
2. Community Forums.

   The Services may include a non-public community forum or other non-public social features to exchange Content and information with other users having customer experience with the Services (“Community Forum”). Galaxy does not support and is not responsible for the content in these Community Forums. Please use respect when You interact with other users in a Community Forum. Do not reveal confidential or other information that You do not want to make public. Users may post hypertext links to content of third parties for which Galaxy is not responsible.

3. Galaxy may freely use feedback You provide. You agree that Galaxy may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant Galaxy a perpetual, worldwide, fully transferable, sublicensable, nonrevocable, fully paid-up, royalty free license to use the feedback You provide to Galaxy in any way.
4. Galaxy may monitor Your Content. Galaxy may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Galaxy or its customers, or operate the Services properly. Galaxy, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

1. We may tell You about other Galaxy services. You, Your managers, or any user under Your License(s) may be offered other services, products, or promotions by Galaxy ("Galaxy Services"). Additional terms and conditions and fees may apply. With some Galaxy Services You may upload or enter data from Your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Galaxy permission to use information about Your business and experience to help us to provide the Galaxy Services to You and to enhance the Services. You grant Galaxy permission to combine Your business data, if any, with that of others in a way that does not identify You or any individual personally. You also grant Galaxy permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
2. Communications. Galaxy may be required by law to send You communications about the Services or third-party products. You agree that Galaxy may send these communications to You via email.
3. You will manage Your passwords and accept updates. You are responsible for securely managing Your password(s) for the Services and to contact Galaxy if You become aware of any unauthorized access to Your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

1. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE SERVICES AND THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. GALAXY PROVIDES THE WEBSITE AND THE SERVICES ON A COMMERCIALLY REASONABLE BASIS, AND GALAXY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE SERVICES, THE CONTENT OR ANY OTHER SERVICES OFFERED IN CONNECTION WITH THE WEBSITE ARE OR SHALL REMAIN UNINTERRUPTED OR ERROR-FREE, THE CONTENT SHALL BE NON-INFRINGING ON ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, THAT DEFECTS SHALL BE CORRECTED, THAT THE WEB PAGES ON THE WEBSITE, THE SERVICES, ANY ELECTRONIC COMMUNICATION OR THE SERVERS USED IN CONNECTION WITH THE WEBSITE ARE OR SHALL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PERSON USING THE WEBSITE WILL BE THE PERSON THAT HE OR SHE REPRESENTS HIMSELF OR HERSELF TO BE. GALAXY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEB- SITE AND/OR THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT GALAXY SHALL HAVE ADEQUATE CAPACITY FOR THE WEBSITE AND/OR THE SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
2. GALAXY, ITS AGENTS, AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF GALAXY, ITS AGENTS, AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. IN NO EVENT SHALL GALAXY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, THE SERVICES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE, THE SERVI CES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE SERVICES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF GALAXY'S COMPUTER SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, THE SERVICES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, AND/OR (E) ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE, THE SERVICES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE BY ANY THIRD PARTY, OR FOR ANY LOSS OR DAMAGE OF ANY KIND.
2. Indemnification. You agree to defend, indemnify and hold Galaxy and its affiliates subsidiaries, owners, directors, officers, employees, agents and suppliers harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) assessed against or incurred by Galaxy, directly or indirectly, with respect to or arising out of Your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Galaxy reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Galaxy in the defense of any Claims.

Galaxy reserves the right to change these Terms and Conditions, and the changes shall be effective when posted through the Services, on our website for the Services, or when we notify You by other means. Galaxy may also change or discontinue the Services, in whole or in part. Any such changes published by Galaxy shall be commercially reasonable according to acceptable standards and practices within the web-based software as a service industry. Your continued use of the Services indicates Your agreement to the changes. Except where such changes directly conflict with previous terms and conditions of use of the Services, they shall not impact the terms of Your Agreement.

Either party shall be allowed to terminate for the following reasons by notifying the other party in writing: (a) material breach of the Agreement, including the terms of default set forth in these Terms and Conditions; (b) failure to make payment within sixty (60) days of the payment due date; and (c) in the event of Your insolvency or bankruptcy.

Galaxy may immediately, in its sole discretion and without notice, terminate this Agreement or suspend the Services if You fail to comply with these Terms and Conditions, or if You no longer agree to receive electronic communications from Galaxy. Upon termination, You must immediately cease and desist from using the Services, and any outstanding payments will become due. Any termination of this Agreement shall not affect Galaxy's rights to any payments due to it. Galaxy may terminate a free account at any time and without cause or notice.

Should You elect to terminate this Agreement during a current multi-year Term for any other reason, You will be responsible for any payments due to Galaxy for the current year, in addition to an early termination fee stated in the SLA for any future year(s) that You agreed to in the Agreement that You signed.

This Agreement shall be governed by the laws of the State of North Carolina, without regard to any conflicts of laws or provisions.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION; except that, You may assert claims in a North Carolina small claims court if Your claims so qualify. The Federal Arbitration Act shall govern the interpretation and enforcement of this provision; in every case, the arbitrator shall apply North Carolina law to all other matters.

Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL OR CORPORATE CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND GALAXY ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. 

IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

These Galaxy Digital License Terms and Conditions (the "Terms and Conditions"), the Galaxy Digital Product Use Agreement (the "Agreement"), the Service Level Agreement, and any applicable Addenda and Exhibits (collectively, the "Contract Documents”), comprise the entire agreement between You and Galaxy, and replace all prior understandings, communications, and agreements, oral or written, regarding the subject matter addressed. If any court of law, having the jurisdiction, rules that any part of the Contract Documents is invalid, then that part shall be removed without affecting the validity and enforceability of the remainder of the Contract Documents. You shall not assign or transfer ownership of the Contract Documents to anyone without written approval of Galaxy. However, Galaxy may assign or transfer the Contract Documents without Your consent to (a) an affiliate, (b) a company through a sale of assets by Galaxy or (c) a successor by merger with Galaxy. Any assignment in violation of this Section shall be null and void.