End User License Agreement and Terms of UseThis End User License Agreement and Terms of Use (this “ToU”) is a binding contractbetween you, an individual user (“you”) and OptimiCo Holdings and its affiliated companies,(“Optimi,” “we,” “us” or “our”) governing your use of and access to our services, including[our website(s)], our software application(s), our application programming interfaces (APIs),our notifications and any information or content appearing therein that Optimi makesavailable for use in our custodial services, networks, hardware and software (individuallyand collectively, the “Service”)[, the related websites located at www.Optimi.biz, and anyother properties owned or controlled by or on behalf of Optimi. BY USING OUR SERVICE, [INCLUDING, WITHOUT LIMITATION, USE OF OUR TOKEN ANDRELAVANT SUPPORTING SERVICES (AS DEFINED BELOW AND SET OUT IN SCHEDULE 1), YOUAGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS ToUTOGETHER WITH THE TERMS OF SCHEDULE 1 REGARDLESS OF WHETHER YOU ARE PAYINGUSER OR A NON-PAYING VISITOR. IF YOU ARE USING OUR SERVICE AS A REPRESENTATIVEOF AN ENTITY, YOU ARE AGREEING TO THESE TERMS ON BEHALF OF THAT ENTITY. IF YOUDO NOT AGREE TO THE TERMS OF THIS ToU, YOU MAY NOT USE THE SERVICE.YOU ARE SOLELY RESPONSIBLE FOR MANAGING AND MAINTAINING THE SECURITY OF ANYINFORMATION RELATING TO SUCH CREDENTIALS AND AGREE THAT WE SHALL NOT BE HELDRESPONSIBLE (AND YOU SHALL NOT HOLD US RESPONSIBLE) FOR ANY UNAUTHORISEDACCESS TO THE SERVICES OR ANY RESULTING HARM YOU MAY SUFFER. We provide the Service to you on an “as is” basis without warranties of any kind andOPTIMI’s liability to you is limited to the greatest extent permitted by law.YOU SHOULD ALSO READ OUR PRIVACY POLICY WHICH SETS OUT HOW WE COLLECT ANDUSE YOUR PERSONAL INFORMATION. TO HAVE A COPY OF THIS ToU AND OPTIMI’ PRIVACYPOLICY SENT TO YOU, CONTACT OPTIMI ATTRUST@OPTIMICUSTODY.COM 1.General Terms & Conditions1.1Your representation. The service is not for persons under the age of 18 or forany users previously suspended or removed from the service by Optimi. If youare under 18 years of age, then you must not use or access the service at anytime or in any manner. 1.1.1By using the Service you represent that you are an adult and that youare able to legally enter into contractual agreements.1.1.2If you are using the Service on behalf of an entity, by using the Serviceyou represent that you have the necessary rights and authority to agreeto these terms (and our Privacy Policy, Acceptable Use Policy and otherdocuments referred to herein) on behalf of that entity.
1.2Privacy Policy. Our access to and use of the Service is also subject to OPTIMI’sPrivacy Policy available atOPTIMI Privacy Policy, the terms and conditions ofwhich are incorporated herein by reference.1.3Changes to this ToU. We may amend these terms from time to time by postingthe updated terms on [platforms within] our Service. If we make materialchanges, we will notify you of the changes before they become effective. Bycontinuing to use our Service and our services after the changes come into effectmeans that you agree to be bound by the amended ToU. You may read acurrent, effective copy of this ToU at any time by selecting the appropriate linkthe Site, or may request a copy by emailing support@Optimicustody.com. Therevised ToU will become effective at the time of posting unless specifiedotherwise. Any use of the Service after the effective date will constitute youracceptance of the revised ToU. If you find any change to this ToU or the Serviceunacceptable, then your sole remedy is to stop accessing, browsing andotherwise using the Service. The terms of this ToU will govern any updatesOPTIMI provides to you that replace and/or supplement any portion of theService, unless the upgrade is accompanied by a separate license or revised ToU,in which case the terms of that license or revised ToU, as the case may be, willgovern. Notwithstanding the preceding sentences of this Section 1.a., norevisions to this ToU will apply to any dispute between you and OPTIMI that aroseprior to the effective date of such revision. 1.4Availability of our services1.4.1We are constantly changing and improving our Service and the productsor services we provide. We may from time to time change or discontinueany of the products or services we offer, or add or remove functionalitiesor features, and we may suspend or stop certain products, services,functionalities or features altogether. If we discontinue certain products,services, functionalities or features, we will give you advance noticewhere reasonably possible.1.4.2We may release products, services, functionalities or features that weare still testing and evaluating. We will label such services as “beta”,“preview”, “early access” or “trial” or any words or phrases with similarmeanings. You understand that these beta services are not as reliable asother products or services we offer.1.4.3We reserve the right to limit your use of our Service and the services weprovide, including the right to restrict, suspend or terminate youraccount if we believe you are in breach of these terms or are misusingour Platform or any services we provide.1.4.4We try our best to ensure that our Service is always available, but we donot guarantee that the operation of or access to our Service will beuninterrupted or continuous. Our Service may be interrupted formaintenance, repairs, upgrades, network or equipment failures.1.4.5You are responsible for for any and all losses to your or to OPTIMI thatresulting from any improper use, misconfiguration, compromise,incompatibility, bug, error or any other type of failure of any informationtechnology, computer program, device, platform or any other means(collectively, “Client Systems”) used to interact with our Service.
1.4.6Any information or function of the Service may, with or without notice,make use of digital ledger technology, distributed consensus networks orthird party services that use the same. These networks are not under thecontrol of OPTIMI, and OPTIMI is not responsible for any loss due to theavailability, compromise or any other failure of these networks to workas intended. OPTIMI reserves the right to, without notice, adjust feespaid to these networks by OPTIMI or the client to ensure that the Serviceoperates as intended. OPTIMI has no ability to influence, control, modifyor in any other means rearrange the information submitted to thesenetworks by the user or by OPTIMI, but may, in some cases, be able toamend data on these networks and reserves the right to do so at its solediscretion.1.5Youraccountandpassword1.5.1In registering for an account on our Service, you must provide truthful,accurate and up-to-date information about yourself. You should choose astrong and secure password. You must keep your password secure andconfidential.You should promptly notify us if you discover or otherwisesuspect any security breaches related to your account. You agree to takeresponsibility for all activities that occur with your account and accept allrisks of any authorized or unauthorized access to your account, to themaximum extent permitted by law.1.5.2You agree not to share your account credentials or give others access toyour account. If and when we detect that an account is shared bymultiple users, we may treat this as a security breach and suspend orterminate your account.1.5.3We have the right to disable any password, whether chosen by you orallocated by us, at any time, if in our reasonable opinion you are inbreach of these terms.1.5.4[You agree to follow our Acceptable Use Policy, which is set out at theend of these terms.]1.5.5You are responsible for all actions or activities that happen by, throughor under your account, unless you report misuse.1.5.6You must store, outside of the services, a backup of all of your accountcredentials, including your passphrases, identifies, backup phrases,private keys and network addresses (if any). If you do not maintain abackup of your account data outside of the Service, you will not be ableto access the [Tokens (as defined below) or services] previouslyaccessed using your account in the event that we discontinue or nolonger offer some or all of the services or may otherwise lose access toyour account. We are not responsible for maintaining this data on yourbehalf. 1.5.7We do not receive or store your password, nor any keys, networkaddresses or transaction history. We cannot assist you with thepassword retrieval. You are solely responsible for remembering, storingand keeping secret your password. Any [points or bricks] you haveassociated with our Platform may become inaccessible if you do notknow or keep secret your password. Any third party with knowledge ofone or more of your credentials (including but not limited to a backup
phrase, account identifier or password) can dispose of [Tokens] in youraccount.1.6Use of the Service1.6.1You must comply with the Acceptable Use Policy and all applicable lawsand regulatory requirements, including privacy laws and intellectualproperty laws in using or accessing the Service.1.6.2We give you a personal, worldwide, royalty-free, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence toaccess and use our Service, including any software or application as partof the services we offer. This licence is for the sole purpose of enablingyou to use and enjoy the benefit of our Service as provided by us and inthe manner as permitted by these terms.1.6.3This licence to use our Service will terminate if you do not comply withthese terms or other additional terms or conditions imposed by us fromtimetotime.1.6.4You must not copy, modify, distribute, sell, lease, loan or trade anyaccess to the Service or any data or information on it.1.7Yourrights1.7.1You retain your rights to any information or content you submit, post ordisplay on or through the Service (“Your Content”). By submitting,posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use,process, copy, reproduce, adapt, modify, publish, transmit, display anddistribute such content in any and all media or through any distributionchannels (now known or later developed), subject to the applicableprovisions in our Privacy Policy.1.7.2You are responsible for your use of Your Content and any consequencesthereof, including any consequences of the use of Your Content by otherusers or third parties. We are not responsible or liable for any use of YourContent, nor the use of any content or information submitted or postedby other users or visitors.1.7.3You warrant that Your Content is not and will not infringe rights of anythird parties and that you have all the necessary rights, power andauthority to satisfy your obligations with regard to Your Content undertheseterms.1.7.4If you believe your intellectual property rights have been infringed, pleasecontact us by email at info@Optimi.biz.1.8Our rights1.8.1All intellectual property rights subsisting in the Service or the products orservices we provide belong to us or have been lawfully licensed to us. Allrights under applicable laws are hereby reserved. You must not upload,
post, publish, reproduce, transmit or distribute any content orcomponent of our Service in any way, or create any derivative workswith respect to any such content or component.1.8.2We may (at our discretion but are not obliged to) review content orinformation submitted or posted by users on our Service. We reserve theright to remove any content which we consider as offensive, harmful,deceptive, discriminative, defamatory or otherwise inappropriate ormisleading, or content that we believe may be infringing rights of thirdparties. We do not endorse or support any views expressed by any userson our Service.1.8.3Our name [“Optimi”] and our marks and logos are our trade marks (be itregistered or unregistered) and may not be used without our expressprior written consent.1.9IntegrationsWe integrate with third-party software to provide a full suite of functionalities to ourusers. We are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by theterms of service or user agreements of that software.1.10Jurisdictional Issues.The Service is controlled and operated by OPTIMI CUSTODY COMPANY LIMITED in HongKong SAR. OPTIMI Custody operates as a limited liability company as Optimi CustodyLimited in Hong Kong SAR and is the holder of aTrust or Company Service ProviderLicence. OPTIMI makes no representation that materials on the Service areappropriate, lawful or available for use in any locations other than Hong Kong SAR ingeneral, and Hong Kong SAR in particular. Those who choose to access or use theService from locations outside Hong Kong SAR do so on their own initiative and areresponsible for compliance with local laws, if and to the extent local laws areapplicable. Access to the Service from jurisdictions where the contents or practices ofthe Service are illegal, unauthorized or penalized is strictly prohibited.1.11Additional Terms.Other paper or electronic agreements between you and any of OPTIMI, other OPTIMIclients and any other party known or unknown to OPTIMI may govern your use of theService. You agree to disclose any such agreements made outside of the Service eithervia the service, by email to compliance@Optimicutody.com or by registered mail.OPTIMI reserves the right to stipulate that the user make and abide by certainagreements with OPTIMI, other OPTIMI users, or a third party as a condition of use. Useof the Service may require the establishment of a Custody Account, and you will berequired to review certain disclosures related to the Custody Account and may berequired to accept additional agreements that govern the Custody Account (“CustodyAgreements”). The Custody Agreements, and not this ToU, will govern yourrelationship with OPTIMI with respect to the Custody Accounts and your access to anduse of those Custody Accounts.2.The Service
2.1.Description The Service is the provision of [trust and custody services] throughour relevant offices, including the carrying out of agreed actions in accordancewith the terms and conditions of this ToU, the [issuance of a Tokens and thecarrying out of agreed actions in accordance with the terms and conditions ofthis ToU].2.2.Token Issuance2.2.1.[As a part of the Service, OPTIMI [may, upon your request, issue a digitalcertificate using blockchain technology representing [the beneficialinterest in the assets placed in the Custody Account] (“Token”).]2.2.2.[The Token and all holders of the Token shall be subject to the terms setout in Schedule 1 of this Agreement together with the terms in the mainbody of this Agreement.] 2.3.Consideration/No right to compensation. You acknowledge and agree thatthis ToU is entered into in consideration of your use of the Service pursuant tothis ToU and for other good and valuable consideration, the receipt andsufficiency of which you acknowledge. In return for enjoying the Service, youfurther acknowledge and agree that OPTIMI may generate revenues (includingfrom advertising), increase goodwill or otherwise increase the value of OPTIMIfrom your use of the Service, and you will have no right to share in any suchrevenue, goodwill or value whatsoever.2.4.Changes to the Service OPTIMI may at its sole discretion and from time to timechange, add or remove features and functionality of the Service [or parts thereof]without any notice to you. OPTIMI reserves the right to discontinue some or all ofthe features of the Service at any time at its sole discretion (including theprovision of software updates). You acknowledge and agree that OPTIMI will notbe liable to you or to any third party for any modification, suspension ordiscontinuance of the Service. If you are dissatisfied with any changes to theService, then your sole option is to discontinue or terminate your use of theService as described herein.2.5.Mobile Services. When the Service is [used or]accessed via a mobile phone,tablet or other wireless device (collectively, “Mobile Services”), your mobilecarrier’s normal messaging, data and other rates and fees will apply to your useof the Mobile Services. In addition, downloading, installing or using certain MobileServices may be prohibited or restricted by your mobile carrier, and not allMobile Services may work with all carriers or devices. Therefore, you are solelyresponsible for checking with your mobile carrier to determine if the MobileServices are available for your mobile device(s), what restrictions, if any, may beapplicable to your use of the Mobile Services, and how much they will cost you.Nevertheless, all use of the App and the related Mobile Services must be inaccordance with this ToU.3.Disclaimers3.1.Limitation on liabilities3.1.1.Some countries or jurisdictions may not allow the disclaimers in thisclause, in which case these disclaimers will not apply to you.
3.1.2.To the fullest extent permitted by law, we (including our holdingcompany(ies), subsidiaries, affiliates, directors, officers, employees,agents, representatives, partners and licensors (collectively, “OurEntities”)) expressly limit our liabilities in connection with or arising outof the provision of the Service as follows:3.1.2.1.we provide the Service and any products or services we offer onan “as is” and “as available” basis, and your access to or use ofour Service is at your own risk;3.1.2.2.we give no assurance, representation or warranty of any kind(whether express or implied) about the Service and anyproducts or services we provide;3.1.2.3.we do not guarantee that the information or content you find onthe Service is always accurate, truthful, complete and up-to-date;3.1.2.4.we expressly disclaim all warranties and representations (forexample, warranties of merchantability, fitness for a particularpurpose, and non-infringement);3.1.2.5.we are not responsible for any delay or disruption in our Serviceor any defect, viruses, bugs or errors; and3.1.2.6.we are not responsible for the conduct of or any content orinformation submitted or posted by any user of the Service(whether online or offline).3.1.3To the fullest extent permitted by law, OPTIMI shall not be liable to youor others for:3.1.3.1any indirect, incidental, special, exemplary, consequential orpunitive damages; or3.1.3.2any loss of data, business, opportunities, reputation, profits orrevenues,3.1.3.3relating to the use of our Service or any products or serviceswe offer.3.1.4We do not exclude or limit our liability to you where it would be illegal todo so. This includes any of our liability for fraud or making fraudulentmisrepresentation in operating the Service or providing the products orservices we offer.3.1.5If you are using the Service as a consumer, in some countries orjurisdictions you may have certain legal rights as a consumer. In suchcases, nothing in these terms limit your legal rights as a consumer thatmay not be waived by contract.3.1.6Other than the types of liabilities that we cannot limit by law, OPTIMI’sliabilities to you (on aggregate) are limited to the amount you have paidus (if any) for the use of our Service or for any products or services weoffer over the last twelve (12) months.3.2.No Investment Advice. You acknowledge that OPTIMI does not provideinvestment advice or offer for sale any securities and that no OPTIMI Content (asdefined in Section 6.b below) constitutes or can be interpreted as eitherinvestment advice or a recommendation of securities by OPTIMI. Furthermore,you agree that the contents of the Service do not constitute financial,accounting, legal or tax advice from OPTIMI. You are solely responsible forconducting any legal, accounting, anti-fraud and/or other due diligence on youraccount(s) (including but not limited to trusts), investment preferences,investment strategies and the portfolios managed by OPTIMI. You should always
obtain independent investment and tax advice from your professional advisersbefore making any decisions and taking any actions on the Service or withOPTIMI. That we may have, either directly or through a third-party, enabled,provided data for, assisted with or performed some basic due diligence does notconstitute an endorsement or recommendation, nor a representation about thelegitimacy, quality or attractiveness of any deal and is not an endorsement orrecommendation of any form by OPTIMI. OPTIMI is a technology driven serviceprovider and provides users with certain tools and models for educationalpurposes on the Service. OPTIMI is only one of many tools you may use as part ofa comprehensive investment education process, you should not and will not relyon OPTIMI as the primary basis of your investment decisions (including strategyand preferences) and, except as otherwise provided for herein, OPTIMI will not beliable for decisions/actions you take or authorize third parties to take on yourbehalf based on information you receive as a User of OPTIMI or information youotherwise see on our Service.3.3.Know Your Customer. You acknowledge that OPTIMI will perform Know YourCustomer (“KYC”) procedures on all end users that establish a Trust Account, asrequired by applicable laws and regulations which may be applicable to OPTIMIand the Service, as well as OPTIMI’s internal policies and procedures. You agreethat this is a general requirement and in compliance with regulatory rules andguidance, and in no way creates or is deemed to be any form of recommendationor advice by OPTIMI. OPTIMI may in its sole and absolute discretion decline toaccept any person’s request in anything, at any time, with no requirement forany reason or explanation; the parties agree that such decline(s), if any, shall notconstitute an opinion, recommendation or investment, legal or tax advice byOPTIMI.3.4.Different Services. You understand and agree that OPTIMI may provide itsusers with different fiduciary and trust services. Depending on the engagementand services, OPTIMI and our personnel may make recommendations and takeaction for clients that may differ from the advice we may give to you or anyaction we take on your behalf. In addition, our personnel may take actions fortheir own accounts based on their own personal situations that differ from theservices we give you or actions we take on your behalf.3.5.No Guarantee. You understand and acknowledge that the expecting results youcould obtain in relation to the Tokens cannot be guaranteed. All issuances,transfers ,exchanges and token-related actions entail a risk of loss and you maylose money using the Service. TO THE FULLEST EXTENT PERMITTED BY LAW,OPTIMI MAKES NO REPRESENTATION REGARDING THE LIKELIHOOD ORPROBABILITY THAT ANY ACTUAL OR PROPOSED ACCOUNT ALLOCATION WILL INFACT ACHIEVE A PARTICULAR EXPECTING OUTCOME OR GOAL. PASTPERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS.3.6.Electronic Signatures in Global and National Commerce Act/UniformElectronic Transactions Act. The Federal Electronic Signatures in Global andNational Commerce Act (“ESIGN”) and similar state laws, particularly the UniformElectronic Transactions Act (“UETA”), authorize the creation of legally bindingand enforceable agreements utilizing electronic records and signatures. ESIGNand UETA require businesses that want to use electronic records or signatures in
consumer transactions to obtain the consumer’s consent to receive informationelectronically. When an end user opens a Financial Account with us, we obtaintheir consent to transact business electronically and maintain electronic recordsin compliance with ESIGN and UETA requirements. Your use of electronicsignatures to sign documents legally binds you in the same manner as if you hadmanually signed such documents. The use of electronic versions of documentsfully satisfies any requirement that such documents be provided to you inwriting. If you sign electronically, you represent that you have the ability toaccess and retain a record of such documents. You agree that you areresponsible for understanding these documents and agree to conduct businessby electronic means.4.Registration4.1.Log-in Credentials. In order to enjoy the full benefits of the Service, includingto establish a [Trust] Account, you must open an account with us (an“Account”).4.2.[Account Security. You are responsible for the security of your Account, andare fully responsible for all activities that occur through the use of yourcredentials. You agree to notify OPTIMI immediately at trust@Optimicustody.comif you suspect or know of any unauthorized use of your log-in credentials or anyother breach of security with respect to your Account. OPTIMI will not be liable forany loss or damage arising from unauthorized use of your credentials prior to younotifying OPTIMI of such unauthorized use or loss of your credentials. Separatelog-in credentials may be required to access External Sites (defined in Section 9below).]4.3.[Accuracy of Information. When creating an Account, you will provide true,accurate, current and complete information as OPTIMI requests. You will updatethe information about yourself promptly, and as necessary, to keep it current andaccurate. We reserve the right to disallow, cancel, remove or reassign certainusernames and permalinks in appropriate circumstances, as determined by us inour sole discretion, and may, with or without prior notice, suspend or terminateyour Account if activities occur on your Account that, in our sole discretion, wouldor might constitute a violation of this ToU, cause damage to or impair theService, infringe or violate any third party rights, damage or bring into disreputethe reputation of OPTIMI, or violate any applicable laws or regulations. Ifmessages sent to the e-mail address you provide are returned as undeliverable,then OPTIMI may terminate your Account immediately without notice to you andwithout any liability to you or any third party.]5.FeesThe pricing for the Service will be as set forth on the applicable pages of the Service. Youagree that OPTIMI may charge the payment method we have on file for the features that youselect, or, at our option, your [Trust] Account(s) directly, at the intervals indicated on the feeschedule available atFEE'sand according to all other OPTIMI policies and procedures. Allamounts paid are nonrefundable once incurred. All payments shall be made in [U.S. Dollars]and are exclusive of any sales or other applicable taxes, for which you will be responsible.6.Intellectual Property Rights
6.1.License. Subject to your complete and ongoing compliance with this ToU, OPTIMIhereby grants you a revocable, non-exclusive, non-transferable, non-sub-licensable,royalty-free and worldwide right and license to access and use the Service solely foryour personal or internal business use and solely in strict compliance with theprovisionsofthisToU.6.2.Content. The content that OPTIMI provides to users on or through the Service,including, without limitation, any text (such as company information, details ofinvestments, account vesting details, emails sent to users, transactions, changehistory, etc.), graphics, photos, software and interactive features, may be protectedby copyright or other intellectual property rights and owned by OPTIMI or its thirdparty licensors (collectively, the “OPTIMI content”). Moreover, OPTIMI solely ownsall design rights, databases and compilation and other intellectual property rights inand to the Service, in each case whether registered or unregistered, and any relatedgoodwill. We grant the operators of public search engines, as well as certainpartners and regulatory organizations, permission to use spiders and applicationprogramming interfaces to copy non-password protected OPTIMI Content from theServices for the purposes of creating publicly available, searchable indices of thematerials, including caches or archives of such materials, and for traffic metrics.6.3.[Marks. The OPTIMI trademarks, service marks and logos (the “OPTIMITrademarks”) used and displayed on the Service are OPTIMI’s registered andunregistered trademarks or service marks. Other product and service names locatedon the Service may be trademarks or service marks owned by third parties (the“Third-Party Trademarks,” and, collectively with the OPTIMI Trademarks, the“Trademarks”). Except as otherwise permitted by law, you may not use theTrademarks to disparage OPTIMI or the applicable third-party, OPTIMI’s or a third-party’s products or services, or in any manner (using commercially reasonablejudgment) that may damage any goodwill in the Trademarks. You may not use anyTrademarks as part of a link to or from any Service without OPTIMI’s prior expresswritten consent. All goodwill generated from the use of any OPTIMI Trademark willinuresolelytoOPTIMI’sbenefit.]6.4.[Restrictions. OPTIMI hereby reserves all rights not expressly granted to you in thisSection 6. Accordingly, nothing in this ToU or on the Service will be construed asgranting to you, by implication, estoppel or otherwise, any additional license rightsin and to the Service or any OPTIMI Content or Trademarks located or displayedtherein. You may not sell, transfer, assign, license, sublicense or modify the OPTIMIContent, and you may not reproduce, display, publicly perform, make a derivativeversion of, distribute or otherwise use the OPTIMI Content in any way for any publicor commercial purpose without OPTIMI’s prior written consent. The use or posting ofany of the OPTIMI Content on any other website or in a networked computerenvironment for any purpose is expressly prohibited. If you violate any part of thisToU, then your right to access and/or use the OPTIMI Content and Service willautomatically terminate and you must immediately destroy any copies you havemade of the OPTIMI Content.]7. User Content7.1.Definition: "User Content". Means any content that Users upload, post or transmit(collectively, “Post”) to or through the Service including, without limitation, anytext, photographs and any other works subject to protection under the laws of HongKong or any other jurisdiction, including, but not limited to, patent, trademark, trade
secret and copyright laws, and excludes any and all OPTIMI Content.7.2.Screening User Content. OPTIMI offers Users the ability to submit User Content toor transmit through the Service. OPTIMI does not pre-screen any User Content otherthan as described in Section 8, but reserves the right to remove, disallow, block ordelete any User Content in its sole discretion. In addition, we have the right—but notthe obligation—in our sole discretion to remove, disallow, block or delete any UserContent (i) that we consider to violate this ToU or applicable law or to otherwiseconstitute Objectionable Content; or (ii) in response to complaints from third parties,with or without notice and without any liability to you. Without limiting the precedingsentences of this Section, OPTIMI also has the right—but not the obligation—to takeremedial action in connection with any Objectionable Content Posted on the Serviceas described more fully in Section 7.g below. We recommend that you save copies ofany User Content that you Post to the Service on your personal device(s) in theevent that you want to ensure that you have permanent access to copies of suchUser Content. OPTIMI does not guarantee the accuracy, integrity, appropriateness,availability or quality of any User Content, and under no circumstances will OPTIMIbe liable in any way for any User Content.7.3[Licenses to User Content. You hereby grant OPTIMI an unrestricted,assignable, sub-licensable, revocable, royalty-free license throughout theuniverse to reproduce, distribute, publicly display, communicate to the public,publicly perform (including by means of digital audio transmissions and on athrough-to-the-audience basis), make available, create derivative works from,retransmit from External Sites and otherwise exploit and use (collectively, “Use”)all or any part of all User Content you Post to or through the Service by anymeans and through any media and formats now known or hereafter developed,for the purposes of (i) advertising, marketing and promoting OPTIMI and theService; (ii) displaying and sharing your User Content to other Users of theService; and (iii) providing the Service as authorized by this ToU. You furthergrant OPTIMI a royalty-free license to use your user name, image and likeness toidentify you as the source of any of your User Content. You must not Post anyUser Content on or through the Service or transmit to OPTIMI any User Contentthat you consider to be confidential or proprietary. Any User Content Posted byyou to or through the Service or transmitted to OPTIMI will be considered non-confidential and non-proprietary, and treated as such by OPTIMI, and may beused by OPTIMI in accordance with this ToU without notice to you and without anyliability to OPTIMI.7.4You Must Have Rights to the Content You Post. You must not Post any UserContent to the Service if you are not the copyright owner of or are not fullyauthorized to grant rights in all of the elements of the User Content you intend toPost to the Service. You represent and warrant that: (i) you own the User ContentPosted by you on or through the Service or otherwise have the right to grant thelicenses set forth in this ToU; (ii) the Posting and Use of your User Content on orthrough the Service does not violate the privacy rights, publicity rights,copyrights, contract rights, intellectual property rights or any other rights of anyperson, including, but not limited to, the rights of any person visible in any of yourUser Content; (iii) the Posting of your User Content on the Service will not requireus to obtain any further licenses from or pay any royalties, fees, compensation orother amounts or provide any attribution to any third parties; and (iv) the Postingof your User Content on the Service does not result in a breach of contractbetween you and a third party. You agree to pay all monies owing to any personas a result of Posting your User Content on the Service.
7.5Waiver of Rights to User Content. By Posting User Content to or through theService, you waive any rights to prior inspection or approval of any marketing orpromotional materials related to such User Content. You also waive any and allrights of privacy, publicity or any other rights of a similar nature in connectionwith your User Content, or any portion thereof. To the extent any moral rights arenot transferable or assignable, you hereby waive and agree never to assert anyand all moral rights, or to support, maintain or permit any action based on anymoral rights that you may have in or with respect to any User Content you Post toor through the Service.7.6Objectionable Content. You are not permitted to and agree not to Post anyUser Content to the Service that is or could be interpreted to be (i) abusive,bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous,objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful,violent, vulgar or in violation of any applicable laws (including laws related tospeech); (ii) promoting any product, good or service, or bigotry, discrimination,hatred, intolerance, racism or inciting violence (including suicide), in each ofclauses (i) and (ii) of this Section, as OPTIMI may determine in its sole andabsolute discretion (collectively, “Objectionable Content”). The Posting of anyObjectionable Content may subject you to third party claims and none of therights granted to you in this ToU may be raised as a defense against any thirdparty claims arising from your Posting of Objectionable Content. You also agreenot to use the Service for illegal or unlawful purposes, including, withoutlimitation, to stalk any other User or to encourage any User to harm themselvesor any other person. Except as provided for in Section 11 below, if you encounterany Objectionable Content on the Service, then please immediately email OPTIMIatTrust@Optimicustody.comor inform us through the functionality offered on theService. You acknowledge and agree that OPTIMI provides you with the ability toreport Objectionable Content as a courtesy, and OPTIMI has no obligation toremove or take any other action with respect to any Objectionable Content on theService that you report to us. However, OPTIMI in its sole discretion may take anyactions it deems necessary and/or appropriate against any User who PostsObjectionable Content on the Service, including, but not limited to, warning theUser, suspending or terminating the User’s Account, removing all of the User’sUser Content Posted on the Service and/or reporting the User to law enforcementauthorities, either directly or indirectly.7.7No Liability. For the avoidance of doubt, OPTIMI will not be liable for anyunauthorized use of User Content by any User.]8.Restrictions on Use of the ServiceIn addition to any other restrictions set forth in this ToU, and without limiting thoserestrictions, when using the Service, you agree not to (and not to attempt to):i.Make unauthorized copies of any content made available on or through theService;ii.Use any device, software or routine to interfere or attempt to interfere with theproper working of the Service, or any activity conducted on the Service;iii.Attempt to decipher, decompile, disassemble or reverse engineer any of thesoftware or source code comprising or making up the Service;iv.Delete or alter any material OPTIMI or any other person or entity Posts on theService;v.Frame or link to any of the materials or information available on the Service;vi.Alter, deface, mutilate or otherwise bypass any approved software through whichthe Service is made available;
vii.Use any trademarks, service marks, design marks, logos, photographs or othercontent belonging to OPTIMI or obtained from the Service;viii.Access, tamper with or use non-public areas of the Service, OPTIMI’s (and itshosting company’s) computer systems and infrastructure or the technical deliverysystems of OPTIMI’s providers;ix.Provide any false personal information to OPTIMI;x.Create a false identity or impersonate another person or entity in any way;xi.Create a new account with OPTIMI, without OPTIMI’s express written consent, ifOPTIMI has previously disabled an account of yours;xii.Solicit, or attempt to solicit, personal information from other Users of the Service;xiii.Restrict, discourage or inhibit any person from using the Service, disclosepersonal information about a third person on the Service or obtained from theService without the consent of that person, or collect information about orthreaten, harass, menace or intimidate users of the Service;xiv.Register or create any naming convention in the Service that includes aTrademark without the prior written consent of the owner of such Trademark;xv.Use the Service, without OPTIMI’s express written consent, for any unauthorizedpurpose, including communicating or facilitating any commercial advertisementor solicitation or spamming;xvi.Use the Service to send communications to persons who have requested that younot send them communications;xvii.Gain unauthorized access to the Service, to other users’ accounts, names orpersonally identifiable information, or to other computers or websites connectedor linked to the Service;xviii.Post any virus, worm, spyware or any other computer code, file or program thatmay or is intended to disable, overburden, impair, damage or hijack the operationof any hardware, software or telecommunications equipment or any other aspectof the Service or communications equipment and computers connected to theService;xix.interfere with or disrupt the Service, networks or servers connected to the Serviceor violate the regulations, policies or procedures of those networks or servers; orxx.Violate any applicable federal, state or local laws or regulations or the terms ofthis ToU.9.External SitesThe Service may contain links to or the ability to share information with third party websites(“External Sites”). OPTIMI does not endorse any External Sites or the content madeavailable on such External Sites. All External Sites and any content thereon is developed andprovided by others. You should contact the site administrator or Webmaster for thoseExternal Sites if you have any concerns regarding such content located on such ExternalSites. OPTIMI is not responsible for the content of any External Sites and does not make anyrepresentations regarding the content or accuracy of any materials on such External Sites.You should take precautions when downloading files from all websites to protect yourcomputer and mobile devices from viruses and other destructive programs. If you decide toaccess any External Sites, purchase any content from External Sites or subscribe to servicesoffered by such External Site, then you do so at your own risk. TO THE FULLEST EXTENTPERMITTED BY LAW, YOU AGREE THAT OPTIMI WILL HAVE NO LIABILITY TO YOU ARISINGFROM YOUR USE, ENGAGEMENT, EXPOSURE TO OR INTERACTION WITH ANY EXTERNALSITES. FURTHERMORE, OPTIMI DOES NOT WARRANT, GUARANTEE OR ASSUMERESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRDPARTY THROUGH THE SERVICE OR ANY EXTERNAL SITE, AND, EVEN IF COMPENSATED,WHETHER FOR A FIXED FEE OR VIA CPC, CPM, CPA OR OTHER BASIS, IN NO WAY SHALLOPTIMI BE CONSIDERED A PARTY TO OR IN ANY WAY HAVE RESPONSIBILITY TO MONITOR OR
WARRANTY ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OFPRODUCTS OR SERVICES.10.FeedbackWhile we are continually working to develop and evaluate our own product ideas andfeatures, we know we don’t have all the answers. We therefore welcome yourfeedback, comments and suggestions. If you choose to contribute by sending OPTIMIor our employees any ideas for products, services, features, modifications,enhancements, content, refinements, technologies, content offerings (such as audio,visual, games or other types of content), promotions, strategies or product/featurenames or any related documentation, artwork, computer code, diagrams or othermaterials, or testimonials or compliments (collectively “Feedback”), then regardlessof what your accompanying communication may say, the following terms will apply,so that future misunderstandings can be avoided. Accordingly, by sending Feedbackto OPTIMI, you agree that:10.1.OPTIMI has no obligation to review, consider or implement your Feedback,or to return to you all or part of any Feedback for any reason;10.2.Feedback is provided on a non-confidential basis, and OPTIMI is not underany obligation to keep any Feedback you send confidential or to refrainfrom using or disclosing it in any way, nor is it under any obligation to creditor otherwise attribute any Feedback to you, nor to compensate you in anymanner regardless of how and where such Feedback is used; and10.3.You irrevocably grant OPTIMI perpetual and unlimited permission toreproduce, modify, distribute, display, publish, transmit, communicate tothe public, make available, broadcast, create derivative works from,publicly perform (including on a through-to-the audience basis) andotherwise use and exploit the Feedback and derivatives thereof for anypurpose and without restriction, free of charge and without attribution ofany kind, including by making, using, selling, offering for sale, importingand promoting commercial products and services that incorporate orembody Feedback, whether in whole or in part, and whether as provided oras modified.11.Notice & Procedure for Making Claims of Copyright or Other IntellectualProperty Infringements11.1.Respect of Third-Party Rights. OPTIMI respects the intellectual property ofothers and takes the protection of intellectual property very seriously, and weask our Users to do the same. Infringing activity will not be tolerated on orthrough the Service.11.2.Repeat Infringer Policy. OPTIMI’s intellectual property policy is to (i) remove ordisable access to material that OPTIMI believes in good faith or upon notice froman intellectual property owner or his or her agent, is infringing the intellectualproperty of a third party by being made available through the Service; and (ii)remove any User Content uploaded to the Service by “repeat infringers.” OPTIMIconsiders a “repeat infringer” to be any User that has uploaded User Content orFeedback to or through the Service and for whom OPTIMI has received more thantwo takedown notices compliant with the provisions of 17 U.S.C. § 512 withrespect to such User Content or Feedback. OPTIMI has discretion, however, toterminate the Account of any User after receipt of a single notification of claimedinfringement or upon OPTIMI’s own determination.
11.3.Procedure for Reporting Claimed Infringement. If you believe that anycontent made available on or through the Service has been used or exploited in amanner that infringes an intellectual property right you own or control, thenplease promptly send a “Notification of Claimed Infringement” containingthe following information to the Designated Agent identified below. YourNotification of Claimed Infringement may be shared by OPTIMI with the Useralleged to have infringed a right you own or control, and you hereby consent toOPTIMI making such disclosure. Your communication must include substantiallythe following:a.A physical or electronic signature of a person authorized to act onbehalf of the owner of the work(s) that has/have been allegedlyinfringed;b.Identification of works or materials being infringed, or, if multiple worksare covered by a single notification, then a representative list of suchworks;c.Identification of the specific material that is claimed to be infringing orto be the subject of infringing activity and that is to be removed oraccess to which is to be disabled, and information reasonably sufficientto permit OPTIMI to locate the material;d.Information reasonably sufficient to permit OPTIMI to contact you, suchas an address, telephone number and, if available, an electronic mailaddress at which you may be contacted;e.A statement that you have a good faith belief that the use of thematerial in the manner complained of is not authorized by thecopyright owner, its agent or the law; andf.A statement that the information in the notification is accurate, andunder penalty of perjury, that you are authorized to act on behalf ofthe owner of an exclusive right that is allegedly infringed.You should consult with your own lawyer to confirm your obligations to provide a valid noticeof claimed infringement.11.4Designated Agent Contact Information. OPTIMI’s designated agent for receiptof Notifications of Claimed Infringement (the “Designated Agent”) can becontacted at:a.Via E-mail:copyright@Optimicustody.comb.Via U.S. Mail: Michael McCarty, 5006 South Broadband Land, Suite100, Sioux Falls, South Dakota, 57108c.Via Telephone:(605) 271-773811.5Counter Notification. If you receive a notification from OPTIMI that materialmade available by you on or through the Service has been the subject of aNotification of Claimed Infringement, then you will have the right to provideOPTIMI with what is called a “Counter Notification.” To be effective, a CounterNotification must be in writing, provided to OPTIMI’s Designated Agent throughone of the methods identified in Section 11.4 and include substantially thefollowing information:a.A physical or electronic signature of the subscriber;
b.Identification of the material that has been removed or to which accesshas been disabled and the location at which the material appearedbefore it was removed or access to it was disabled;c.A statement under penalty of perjury that the subscriber has a goodfaith belief that the material was removed or disabled as a result ofmistake or misidentification of the material to be removed or disabled;andd.The subscriber’s name, address and telephone number, and astatement that the subscriber consents to the jurisdiction of FederalDistrict Court for the judicial district in which the address is located, orif the subscriber’s address is outside of the United States, then for anyjudicial district in which OPTIMI may be found, and that the subscriberwill accept service of process from the person who providednotification under Section 11.4 above or an agent of such person.11.6Reposting of Content Subject to a Counter Notification. If you submit aCounter Notification to OPTIMI in response to a Notification of ClaimedInfringement, then OPTIMI will promptly provide the person who provided theNotification of Claimed Infringement with a copy of your Counter Notification andinform that person that OPTIMI will replace the removed User Content orFeedback or cease disabling access to it in 10 business days, and OPTIMI willreplace the removed User Content or Feedback and cease disabling access to itnot less than 10, nor more than 14, business days following receipt of the CounterNotification, unless OPTIMI’s Designated Agent receives notice from the party thatsubmitted the Notification of Claimed Infringement that such person has filed anaction seeking a court order to restrain the User from engaging in infringingactivity relating to the material on OPTIMI’s system or network.12.Governing laws and Dispute Resolution 12.1.This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong, Special Administrative Region of the People’s Republic of China.12.2.Any dispute, controversy, difference or claim arising out of or relating to this Custody Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.12.3.The law of this arbitration clause shall be Hong Kong law.12.4.The seat of arbitration shall be Hong Kong.12.5.The number of arbitrators shall be one. 12.6.The arbitration proceedings shall be conducted in English.13.Third-Party DisputesTO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE OPTIMI PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND
CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.14.Termination 14.1.Term. As between you and OPTIMI, the Term of this ToU commences as of your first use of the Service and continues until the termination of this ToU by either you or OPTIMI as described in Section 15.b below.14.2.Termination By You. If you have not established a Financial Account, you may terminate this ToU by deactivating all of your Financial Account(s) and subsequently sending written notification to OPTIMI at legal@Optimicustpdy.com,as well as deleting the App from your mobile device and terminating all other uses of the Service, including ever visiting any of our websites. If you wish to delete any of your User Content from the Service, then you may be able to do so using the permitted functionalities of the Service, but the removal or deletion of such User Content will not terminate this ToU. If you have established Financial Accounts, although you may terminate this ToU as described in the preceding sentence, you may only terminate your Financial Accounts as described in the applicable Account Agreements.14.3.Termination by OPTIMI. OPTIMI reserves the right, in its sole discretion, to restrict, suspend or terminate this ToU and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this ToU or violate the rights of any third party, including by using any technological, legal, operational or other means available to us (such as blocking specific IP addresses, deleting your Account or reporting you to law enforcement). OPTIMI may further terminate this ToU immediately for any other reason with or without notice to you, using the email address associated with your account credentials. OPTIMI reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability. For the avoidance of doubt, if you have established Financial Accounts, although OPTIMI may terminate this ToU as described in this Section, such termination will not close your Financial Accounts. All terms, conditions and procedures for closing your Financial Accounts are provided in the applicable Account Agreements.15.Consent to Electronic CommunicationsBy using the Service, you consent to receiving certain electronic communications from us asfurther described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices,agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.16.Miscellaneous16.1.Third-Party Accounts. You may be able to connect your OPTIMI account to third-party accounts. By connecting your OPTIMI account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with
your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature.16.2.International Users. The Site is controlled, operated and administered by OPTIMI from its offices within Taiwan. If you access the Site from a location outside the Taiwan, you are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.16.3.Survival. Any provision or clause hereunder which by its nature should survive the expiration or termination of this Agreement, shall survive, including, without limitation, Sections [1, 2.c, 3, 4.b, 4.c, 5–19] 16.4.No Offer for Securities.The information to which this Site gives access does not constitute an offer or an invitation to purchase securities offered through the OPTIMI Services anywhere in the world in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or invitation. Potential users of information obtained from issuers through the OPTIMI Services are requested to inform themselves about and to observe anysuch restrictions. Securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, or pursuant to an exemption from such registration.16.5.No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and OPTIMI as a result of these Terms or use of the Site. OPTIMI’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of OPTIMI’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by OPTIMI with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.16.6.Entire Agreement. Unless otherwise specified herein, these ToU, the PrivacyPolicy, and the terms of the ToU that you accept comprise the entire understanding and agreement between you and OPTIMI as to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the you and OPTIMI with respect to the Site. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that these Terms and all related documents be written in English.16.7.Viruses.OPTIMI shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and shoulduse care in reviewing messages purporting to originate from any location outside of OPTIMI. Always log into your accounts through the Site to review
any required actions if you have any uncertainty regarding the authenticity of any communication or notice.16.8.Force Majeure.OPTIMI shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence, including pandemics, which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.16.9.Severability. If any provision of this ToU is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this ToU, which will remain in full force and effect. 16.10.No Waiver. Failure of OPTIMI to act on or enforce any provision of this ToU will not be construed as a waiver of that provision or any other provision in this ToU. No waiver will be effective against OPTIMI unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.16.11.Headings. The Section headings are provided merely for convenience and will not be given any legal import. 16.12.Successors and Assigns. This ToU will inure to the benefit of our successorsand assigns. You may not assign this ToU or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of OPTIMI. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting any the App from your device prior to such disposition. OPTIMI may assign this ToU, including all its rights hereunder, without restriction.SCHEDULE 11.OPTIMI provides a turnkey, white-label Service for the purchase, sale, storage and of certain assets including related services for the administration of such assets:a.Recognition of certain asset information submitted by authorized users;b.Facilitating, holding in custody, and releasing the assets of the Token for and on behalf of the Token Holder (defined below); c.Enabling [issuers] through its users, to prepare, facilitate, and manage the sale of certain assets. Making [* ] available to be used by the [issuer] to (i) prepare, facilitate, and manage the offering through web dashboard; (ii) enable potential customers investors as “authorized persons” to register for [a Token?] through the Optimi Trader dashboard and qualify such investors; (iii) issue the tokens to qualified investors (“Qualified Authorized Persons”); and (iv) through the use of the dashboard operated through OPTIMI Services, manage the secure tokens issued to Qualified Authorized Persons, ongoing compliance requirements and investor rights related to the secure tokens and subsequent related transactions.2.Use of the Token Services Token services must be used in conjunction with the [Service] and are subject to the ToU.
3.Beneficial interest by token holdersa.The Token Holder shall be deemed to hold the beneficial interest in the underlying asset to which the corresponding Token is linked. OPTIMI will recognise any Token Holder [as the rightful beneficial owner of the [Trust Account and assets therein], and shall accordingly carry out all instructions provided by the Token Holder in relation to the Token including redemption of the Token without the need for further verification save and except to meet its obligations under the TSCP licence. YOU AGREE AND UNDERSTAND THAT YOU WAIVE ANY AND ALL RIGHTS AGAINST OPTIMI IN RELATION TO ANY ACTS CARRIED OUT IN ACCORDANCE WITH THE INSTRUCTIONS OF THE TOKEN HOLDER.b.OPTIMI has taken active steps to confirm the ownership and validity of assets used for the creation of a company offering by requiring that any asset used in such a manner must be held in a custodial account or trust entity wherein OPTIMI Custody has been designated as the custodian and holder. Optimi Custody acts a passive custodian and does not maintain control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of OPTIMI Services). OPTIMI is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a thirdparty in connection with security tokens transferred using the OPTIMI Services, or ifyou have a dispute with such third party, you must resolve the dispute directly withthat third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify OPTIMI atInvestor Supportso that we may consider what action to take, if any.c.Users of OPTIMI Production agree to refrain from the withdrawal, transfer or reuse of any asset held in an OPTIMI Custody account that is ultimately intended to be transferred utilizing the OPTIMI Production site and the tokens created. Use of the Service and the instruments held in custody are to be considered in a pledged relationship and shall not be used in any other manner. Transfer of a token constitutes a transfer of ownership in total or in part. Holder(s) of tokens are to be considered the beneficial owners of all income and rights from the time of possession, unless otherwise indicated.
