Master Terms for Spot Transactions in Digital Assets

These Master Terms for Spot Transactions in Digital Assets (these "Master Terms") are a standard document of the Rio group. They do not constitute a contract by themselves, are not executed on a standalone basis and are not subject to negotiation; modifications with respect to a specific Agreement may only be agreed as provided in Clause 2. They govern the Transactions between the Client and Rio only when incorporated, by reference to this version, into an Agreement: whether pursuant to an Entity Annex executed by the Client and the relevant Operating Entity, to which a copy of these Master Terms is attached as Appendix A, or pursuant to terms and conditions of operation accepted by the Client by electronic means that serve as such Entity Annex, in whose acceptance flow the full text of these Master Terms is displayed as Appendix A.

DEFINITIONS

Agreement: with respect to each Operating Entity, the single agreement formed by the Entity Annex executed by the Client and such Operating Entity, these Master Terms as incorporated therein, each Product Annex executed with respect to such Agreement, and each Confirmation of a Transaction thereunder. Each Agreement is separate from, and independent of, the Agreement formed with any other Operating Entity.

AML Legislation: the anti-money laundering, counter-terrorism financing and related laws and regulations applicable to the Parties, including those specified in the applicable Entity Annex.

Authorized Persons: the individuals or systems designated by a Party — in writing, through the functionalities enabled on the Platform for such purpose, on the signature pages of the Entity Annex, or pursuant to the Account Administration Authorization — as authorized to place Orders, accept Orders or issue Confirmations on its behalf.

Business Day: the meaning given in the applicable Entity Annex.

Client: the person identified as such in the applicable Entity Annex.

Confirmation: the document or data message issued by Rio setting forth the terms of a Transaction in accordance with Clause 6.

Controlling Beneficiary: the individual or individuals who qualify as controlling beneficiary, beneficial owner or equivalent under the AML Legislation applicable to the relevant Agreement.

Digital Assets: the digital assets that are the subject of Transactions, including Stablecoins; this designation does not imply any characterization of such assets for regulatory or tax purposes under any regime.

Entity Annex: the instrument executed by the Client and an Operating Entity that identifies the parties, sets out the identity, regulatory character, governing law and forum, operational rules and corridor mechanics of such Operating Entity, incorporates these Master Terms, and may contain special provisions modifying these Master Terms with respect to that Agreement only. Terms and conditions of operation accepted by the Client by electronic means that, in accordance with their own text, serve as the Entity Annex are included in this definition.

Fiat Currency: legal tender currency of any jurisdiction.

Operating Entity: each entity of the Rio business group that executes an Entity Annex with the Client.

Order: a request by the Client, issued by its Authorized Persons through the channels established in the applicable Entity Annex, to enter into a Transaction, specifying at least: for purchases of Digital Assets, the Digital Asset and network, the amount, and the destination Wallet; and for sales of Digital Assets, the Digital Asset and network, the amount, and the destination account; together with any additional fields required by the applicable Entity Annex.

Platform: the channels and systems identified as such in the applicable Entity Annex.

Product Annex: an annex governing a specific product or service, effective solely with respect to the Agreement identified in its execution block and only upon execution by the Client and the relevant Operating Entity.

Quotation Error: the meaning given in Clause 7.

Rio: with respect to each Agreement, the Operating Entity that is party to it.

Settlement Date: each value date stated in the Confirmation for the settlement of a leg of a Transaction.

Stablecoin: a Digital Asset referenced to a legal tender currency.

Trade Date: the date on which a Transaction is formed pursuant to Clause 6.

Transaction: each spot purchase and sale of Digital Assets against Fiat Currency between the Client and Rio, arising from an Order accepted by Rio and documented by a Confirmation.

Wallet: a distributed-ledger address designated by a Party for the delivery or receipt of Digital Assets.

CLAUSES

1. Structure; Single Agreement. These Master Terms, the Entity Annex that incorporates them, each Product Annex executed with respect to the relevant Agreement and each Confirmation thereunder form a single Agreement between the Client and the relevant Operating Entity. No Operating Entity shall have any liability for the obligations of any other Operating Entity, and no rights of set-off, netting, withholding or recourse shall exist across Agreements with different Operating Entities. In case of conflict, the following order of precedence applies within each Agreement: the Confirmation, the applicable Product Annex, the Entity Annex (including its special provisions), and these Master Terms.

2. Incorporation; Versions. These Master Terms are incorporated into each Agreement by reference to their version number as stated in the applicable Entity Annex, and a copy is attached to such Entity Annex as Appendix A. Amendments to the standard text of the Master Terms do not affect Agreements already formed, which continue to be governed by the version incorporated therein unless the parties to an Agreement agree otherwise in writing. Modifications to these Master Terms with respect to a specific Agreement may be made only in the special provisions of the applicable Entity Annex or by written amendment to that Agreement, and shall have effect solely for that Agreement.

3. Capacity. The capacity in which Rio and, where applicable, other entities of the Rio group act in Transactions, including whether Rio acts as principal for its own account, is set forth in the applicable Entity Annex. The Client acts as principal for its own account in each Transaction, and not as agent, nominee or intermediary for any third party, except (i) as expressly disclosed to and approved by Rio in writing, or (ii) as otherwise provided in the applicable Entity Annex; in either case, references in these Master Terms to the Client acting for its own account — including the representation in Clause 14(e) — shall be construed in accordance with the capacity so disclosed or agreed, without affecting that the Client is the sole obligor towards Rio in each Transaction.

4. Platform Access; Credentials. Access to the Platform is personal to the Client and non-transferable. The Client is responsible for maintaining the confidentiality of its credentials and access factors, and all acts performed through the Platform using the Client’s credentials, including instructions and designations, shall be attributed to the Client and its Authorized Persons. The Client shall notify Rio immediately upon becoming aware of any unauthorized use of its account or credentials. The Client is responsible for the acts and omissions of its Authorized Persons as if they were its own, and authorizes Rio to perform identity verification on such persons. Rio may modify the name, format, features or operation of the Platform and the channels it comprises, upon notice given through the Platform.

5. Orders. The Client may place Orders through the channels established in the applicable Entity Annex, which may include the Platform and messaging systems enabled by Rio. Orders and related communications constitute data messages with full evidentiary value. Rio is not obligated to accept any Order, and the absence of a response shall be deemed a rejection. Where Rio communicates a quote for acceptance, the Client must accept within the time indicated in the relevant channel, failing which the quote lapses. Rio may decline or delay the execution of any Order where:

1. (a) execution would contravene applicable law, an order of a competent authority, or Rio’s compliance policies;
2. (b) technical or infrastructure conditions, including congestion or failures of networks or banking systems, prevent orderly execution; or
3. (c) the Order is incomplete or inconsistent with the requirements of the Agreement.

6. Confirmations; Content. A Transaction is formed only upon acceptance of the Order by the Authorized Persons of Rio, shall be evidenced by a Confirmation, and shall be legally binding from acceptance notwithstanding any pending exchange of the Confirmation. The Confirmation shall be conclusive evidence of the terms of the Transaction absent manifest error, unless the Client objects in writing within one Business Day of receipt. A manifest error is an error patent on the face of the Confirmation or objectively demonstrable, such as an arithmetic error or transposed fields, and does not include disagreements as to the terms agreed. Confirmations may be issued through any of the channels established in the applicable Entity Annex and shall state at least:

1. (a) the identification of the Client and of Rio;
2. (b) the type of Transaction (purchase or sale);
3. (c) the Digital Asset and the network;
4. (d) the amounts of both legs;
5. (e) the price and, where a price annex has been executed, a statement that the price was produced in accordance with such annex;
6. (f) the Trade Date and the Settlement Date or Dates;
7. (g) the settlement instructions, including the designated accounts and Wallets; and
8. (h) where applicable, the minimum number of network confirmations for completion.

7. Quotation Error. A "Quotation Error" exists where a price displayed or communicated by Rio deviates from the price that would have resulted from Rio’s pricing then applicable to the relevant corridor — including applicable after-hours schedules and any parameters agreed with the Client — as a result of technical failure, erroneous or stale data, or human error. A deviation exceeding the threshold specified in the applicable Entity Annex shall be presumed a Quotation Error. Rio may cancel a Transaction resulting from a Quotation Error by notice given within sixty minutes following the Confirmation, with immediate return of any amounts or assets received. The Client shall not seek to exploit prices that it knows or should know are erroneous; relevant indicators include the magnitude of the deviation relative to the applicable threshold, an inverted or impossible side of the market, a decimal displacement, a price outside the range observed in the relevant session, and unusual speed or size of the Client’s Orders. Where the Client knew or should have known of the Quotation Error, Rio’s cancellation right shall not be subject to the sixty-minute limit.

8. Settlement. Each Transaction shall settle on a delivery-versus-payment basis on the Settlement Date or Dates stated in the Confirmation; unless otherwise stated therein, in the applicable Entity Annex or in any annex to the Agreement so providing, both legs shall settle on the same Business Day. Obligations to deliver Digital Assets are complete upon the earlier of the credit to the designated Wallet and the number of network confirmations stated in the Confirmation; obligations to pay Fiat Currency are complete upon credit to the designated account. Completed Transactions are final and irreversible. If a Party fails to deliver its leg within the window stated in the Confirmation or, in its absence, within three hours following completion of the other leg, the Party that performed may cancel the Transaction, and the Parties shall return any amounts or assets received in respect of it. Nothing in these Master Terms obligates Rio to deliver Digital Assets or Fiat Currency before receiving the corresponding consideration, and no course of dealing between the Parties shall create any such obligation. Rio shall not be responsible for losses arising from distributed-ledger networks or from wallets, systems or infrastructure of third parties, except to the extent attributable to Rio’s fraud, willful misconduct or gross negligence. The mechanics, cut-off times and settlement rails applicable to each corridor are those set out in the applicable Entity Annex and the Confirmation.

9. Designated Accounts and Wallets. The Client shall designate, in writing or through the functionalities enabled on the Platform for such purpose, the bank or payment accounts and the Wallets to be used for Transactions. The Client represents and undertakes that each designated bank or payment account is held in the Client’s own name or is maintained for the Client’s benefit and under its control with a duly regulated financial or payment institution, consistent with the regulations applicable to the relevant corridor, and that each designated Wallet is under the Client’s exclusive control or is maintained for the Client by a third-party provider under an account controlled by the Client. Only the Client may modify its designations, by instruction of its Authorized Persons given through the same means. Rio shall not be obligated to receive funds or Digital Assets from, or to deliver funds or Digital Assets to, any account or Wallet other than those designated pursuant to this Clause, and payments to or from unrelated third parties are not permitted. Rio shall receive and deliver Fiat Currency and Digital Assets through the accounts, Wallets and operational arrangements identified in the applicable Entity Annex.

10. Non-Custodial Nature; Linked Wallets. Rio does not provide custody of Digital Assets of the Client, does not hold or administer private keys of the Client, and does not safekeep Client assets of any kind; the maintenance and management of the Client’s accounts and Wallets are the sole responsibility of the Client. The Client may link wallets in accordance with the capabilities enabled from time to time on the Platform. Linked wallets are created or accessed by the Client through technology made available by third-party providers under such providers’ own terms; Rio is not the custodian of any linked wallet, does not hold, store or have access to its private keys, credentials or recovery factors, and assumes no responsibility for the acts or omissions of the relevant provider. Where a linked wallet is self-custodial, its private keys and access factors correspond to the Client. Once designated pursuant to Clause 9, a linked wallet shall be treated as a Wallet of the Client for all purposes of the Agreement.

11. Platform Use; Prohibitions. The Client shall not:

1. (a) compromise, probe or circumvent the security of the Platform, introduce malicious code, or use robots, scraping or similar techniques;
2. (b) reverse engineer, decompile or create derivative works of the Platform;
3. (c) use the services with funds or assets of illicit origin or for unlawful purposes;
4. (d) access the services from jurisdictions where they are not available, or use techniques to mask its location or identity; or
5. (e) permit access to its account by persons other than its Authorized Persons.

Rio may suspend access to the Platform upon breach of this Clause, without prejudice to its other rights under the Agreement.

12. Eligibility; Client Information. The provision of services under each Agreement is subject to the completion of onboarding, compliance review and jurisdictional eligibility verification by Rio, and Rio may decline, suspend or limit services with respect to any corridor or jurisdiction in accordance with its policies and applicable law. The Client shall provide accurate and current information regarding its legal status, ownership, jurisdiction of organization and the location of the office through which it acts under the Agreement, shall promptly notify Rio of any change, and acknowledges that Rio will rely on the location and eligibility information provided by the Client in determining the availability of services.

13. Anti-Money Laundering. The Client expressly authorizes Rio to conduct identity verification and due diligence, including with authorities, databases and service providers, with respect to the Client, its Authorized Persons and its Controlling Beneficiaries, and shall provide accurate and current information on its Controlling Beneficiaries. Rio may update its compliance policies and procedures; material changes will be notified through the Platform at least two Business Days in advance where legally possible. The Client acknowledges that Rio may report and share information with competent authorities where required by AML Legislation, without prior notice where the law so provides.

14. Representations. Each Party represents to the other, on the date of the Entity Annex and on the date of each Transaction, that:

1. (a) it is duly organized and validly existing under the laws of its jurisdiction;
2. (b) it has full power and authority to execute and perform the Agreement and each Transaction, and the persons acting on its behalf are duly authorized;
3. (c) the Agreement and each Transaction constitute legal, valid and binding obligations, enforceable in accordance with their terms; and
4. (d) its execution and performance do not violate any law, order or agreement binding upon it.

The Client further represents, on each such date, that:

1. (e) it acts as principal for its own account pursuant to Clause 3;
2. (f) it has full legal right, power and authority to sell and deliver the Digital Assets it delivers and to pay the funds it pays; such delivery and payment will transfer to Rio good title thereto, free of liens, claims and encumbrances; and such assets and funds derive from lawful sources;
3. (g) each designated account and Wallet complies with Clause 9;
4. (h) the information provided pursuant to Clauses 12 and 13 is accurate;
5. (i) it is not, and is not owned or controlled by, a person subject to sanctions administered by OFAC, the United Nations, the European Union or any other applicable authority, and it does not act on behalf of any such person;
6. (j) it is in compliance with the AML Legislation applicable to it; and
7. (k) it is a sophisticated party acting on its own judgment and evaluation, has not relied on Rio as fiduciary or advisor of any kind, and understands the risks of Transactions in Digital Assets, including price volatility and network risks.

15. Covenants. The Client shall: (a) provide the information and documentation reasonably requested for onboarding, ongoing due diligence and transaction monitoring; (b) notify Rio promptly of any change that renders any representation inaccurate; (c) use the services exclusively for lawful purposes; and (d) refrain from using the services for the benefit of undisclosed third parties. Rio may suspend services, reject Orders or delay settlement where reasonably required to comply with applicable law, sanctions, court or authority orders, or its compliance policies, without liability for losses arising from such action taken in good faith.

16. Default Interest. Any payment or delivery obligation not performed when due shall accrue default interest (the “Default Interest”) from the due date until full performance, at the rate specified in the applicable Entity Annex, capped at the maximum permitted by applicable law. This Clause applies to both Parties and is without prejudice to the remedies under Clause 17.

17. Events of Default; Remedies; Set-Off. Each of the following is an "Event of Default" with respect to a Party under an Agreement:

1. (a) failure to pay or deliver when due under any Transaction, not cured within one Business Day of notice;
2. (b) material breach of any other obligation of the Agreement, not cured within five Business Days of notice;
3. (c) any representation proving materially false or misleading when made or repeated;
4. (d) the Party becomes insolvent, is subject to bankruptcy, liquidation or similar proceedings, or makes a general assignment for the benefit of creditors;
5. (e) it becomes unlawful for the Party to perform its obligations; or
6. (f) the Party appears on applicable sanctions lists, or monitoring alerts reasonably indicate use of the services contrary to the Agreement, and the matter is not resolved within five Business Days of notice.

Upon an Event of Default, the non-defaulting Party may, by notice, suspend performance, cancel unsettled Transactions and terminate the Agreement, and determine in good faith and in a commercially reasonable manner the losses and costs resulting from cancelled Transactions (including replacement costs), which shall become a payable balance. The non-defaulting Party may set off amounts payable to it under the same Agreement against amounts it owes under that same Agreement; amounts denominated in different currencies or assets may be converted for set-off purposes at commercially reasonable prevailing market rates on the date of set-off. No set-off, netting or withholding shall operate across Agreements with different Operating Entities.

18. Termination Events. Each of the following is a "Termination Event" with respect to a Digital Asset, a corridor or an Agreement, and shall not constitute a breach by either Party:

1. (a) the adoption of or change in any law, regulation or official interpretation, or any action of a competent authority, that makes performance unlawful or contrary to regulatory requirements;
2. (b) the suspension or material restriction, by the issuer of a Stablecoin, of its redemption or convertibility;
3. (c) freezing, blocking or similar measures affecting the relevant Digital Asset, imposed by its issuer or by a competent authority; or
4. (d) a prolonged disruption of the relevant distributed-ledger network that prevents orderly settlement.

Upon a Termination Event, Rio may suspend or terminate the affected services, corridors or Transactions upon notice, and the Parties shall settle or unwind pending Transactions in an orderly and commercially reasonable manner, to the extent lawfully possible.

19. Liability; Indemnity; Force Majeure. No Party shall be liable for indirect, consequential, punitive or exemplary damages, or for loss of profits or opportunity. The aggregate liability of Rio under an Agreement shall not exceed the fees and spreads effectively received by it from the Client under that Agreement during the twelve months preceding the event giving rise to liability, except in cases of fraud, willful misconduct or gross negligence. The Client shall indemnify and hold harmless Rio from losses, claims and expenses arising from the Client’s breach of the Agreement or inaccuracy of its representations, except to the extent caused by Rio’s fraud, willful misconduct or gross negligence. No Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including failures of banking systems or distributed-ledger networks, provided that payment and delivery obligations already due shall not be excused but only suspended for the duration of the event.

20. Confidentiality; Data Protection. Each Party shall keep confidential the non-public information of the other Party obtained in connection with the Agreement, use it solely for the performance of the Agreement and compliance with law, and protect it with reasonable safeguards. Confidential information may be disclosed to affiliates, advisors and service providers under equivalent duties, and to competent authorities where required, limited to the minimum necessary and, where legally permitted, with notice to the other Party. Upon written request following termination, each Party shall return or destroy the confidential information of the other Party within three Business Days, subject to legal retention requirements. The confidentiality obligations shall survive for five years following termination of the Agreement. Personal data shall be processed in accordance with applicable law and the privacy notices of Rio, as further specified in the applicable Entity Annex.

21. Term; Termination. Each Agreement has an indefinite term. Either Party may terminate an Agreement without cause upon thirty days’ prior written notice or, where no Transactions are pending settlement and no amounts remain outstanding, with immediate effect upon notice. Termination shall not affect Transactions pending settlement, which shall be completed in accordance with their terms, nor rights and obligations accrued prior to termination. Clauses 16 to 20 and 22 shall survive termination as applicable.

22. Miscellaneous.

22.1 Notices. Notices to the Client may be given in writing, including by e-mail, or through the Platform. Notices to Rio shall be given in writing, including by e-mail, to the addresses stated in the applicable Entity Annex. E-mails exchanged between the designated addresses shall be deemed to bear the simple electronic signature of the sending Party. Notices are effective upon receipt.

22.2 Assignment. The Client may not assign its rights or obligations without the prior written consent of Rio. Rio may assign or transfer its rights and obligations under its Agreement, in whole or in part, to an affiliate within the Rio group upon written notice to the Client, provided the assignee assumes the corresponding obligations; any other assignment by Rio requires the Client’s consent.

22.3 Amendments. The Agreement may be amended only by a written instrument executed by the parties to it.

22.4 Entire Agreement. Each Agreement constitutes the entire agreement between the Client and the relevant Operating Entity with respect to its subject matter and supersedes all prior agreements and understandings, written or oral, relating thereto. No terms external to the Agreement, including any website terms and conditions, are incorporated by reference.

22.5 Severability; No Waiver. The invalidity of any provision shall not affect the remaining provisions, and no failure or delay in exercising any right shall operate as a waiver thereof.

22.6 Language. Where an Agreement is executed in English and Spanish versions, each language edition of the same version is equally valid; the edition incorporated into the Agreement is that corresponding to the language of the applicable Entity Annex or Terms of Operation.

22.7 Governing Law and Forum. The governing law of each Agreement, and the courts or forum competent for disputes arising from it, are those specified in the applicable Entity Annex. Each Agreement shall be construed independently under its own governing law.