USER AGREEMENT

This is a User Agreement between you (also referred to herein as “Customer,” or “User”) and TD Markets (Pty) Ltd (“TD Markets”). This User Agreement (this “Agreement”) governs your use of the services provided by TD Markets described below (the “TD Markets Services” or the “Services”). By signing up to use an account through www.tdmarkets.io APIs, or the TD Markets mobile application (collectively the “TD Markets Site”), you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement including Section 8.2. “Arbitration; Waiver of Class Action”, as well as our Privacy Policy (url: https://www.tdmarkets.io/privacy-policy/) and E-Sign Consent Policy (Appendix 3).

As used throughout, “Digital Currency” means only those particular digital currencies listed as available to purchase, sell or custody through your TD Markets Account (as defined below). The value of Digital Currencies can and does fluctuate substantially. There is a substantial risk of monetary loss in buying, selling, holding, or investing in Digital Currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition. TD Markets is not registered with the U.S. Securities and Exchange Commission or Commodity Futures Trading Commission and does not offer securities or commodity futures services in the United States or to U.S. persons.

1. Account Setup

1.1. Eligibility. To be eligible to use the TD Markets Services, you must be at least 18 years old, and be willing and able to sustain substantial losses with no significant impact upon your means, financial obligations and/or lifestyle. In addition, you must not be located in any Restricted Jurisdiction or be a Restricted Person.

1.2. Terms. We may amend or modify this Agreement at any time by posting the revised agreement on the TD Markets Site and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.

1.3. Registration of TD Markets Account. You must register for a TD Markets account to use the TD Markets Services (a “TD Markets Account”). By using a TD Markets Account you agree and represent that you will use TD Markets only for yourself, and not on behalf of any third party, unless you have obtained prior approval from TD Markets. You are fully responsible for all activity that occurs under your TD Markets Account. We may, in our sole discretion, refuse to open a TD Markets Account, or limit the number of TD Markets Accounts that you may hold or suspend or terminate any TD Markets Account or the trading of specific Digital Currency in your account.

1.4. Identity Verification. During registration for your TD Markets Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the TD Markets Services. Your access to one or more TD Markets Services and the limits that apply to your use of the TD Markets Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference, fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Further, you authorize your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to TD Markets with your wireless operator account profile information for the duration of the business relationship.

1.5. Access. To access the TD Markets Services, you must have the necessary equipment (such as a computer, tablet or smartphone) and the associated telecommunication service subscriptions to access the Internet. The TD Markets Services can be accessed directly using the TD Markets Site. Access to TD Markets Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the TD Markets Site or other TD Markets Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. TD Markets shall not be liable for any losses resulting from or arising out of transaction delays, regardless of cause, origin or fault.

1.6.Restricted Jurisdictions. TD Markets follows strict policies and procedures preventing money laundering and terrorist financing. By holding or using the TD Markets Services, you represent and warrant that your actions are not in violation of applicable sanctions and are within applicable law. Without limiting the foregoing, you may not use the TD Markets Services if you are located in Crimea, Cuba, Iran, North Korea, or Syria and other countries as sanctions lists and business restrictions change based on global factors outside of the control of TD Markets but TD Markets remain compliant with (the “Restricted Jurisdictions”). TD Markets reserves the right to amend this list at any time with or without notice.

2. Wallet and Custodial Services

2.1. Wallet Services. As part of your TD Markets Account, TD Markets will provide qualifying users access to: (a) a hosted Digital Currency wallet(s) for holding Digital Currencies (“Digital Currency Wallet”), and (b) a hosted fiat currency (“fiat”) wallet for holding fiat currencies (a “fiat Wallet”).

2.2. Hosted Digital Currency Wallet. A Hosted Digital Currency Wallet provided for your use by TD Markets allows you to store, track, transfer, and manage your balances of Digital Currency. Services and supported assets may vary by jurisdiction. We securely store Digital Currency private keys, which are used to process transactions, in a combination of online and offline storage.

2.3. Digital Currencies. Your TD Markets Account is intended solely for proper use of Digital Currencies as designated on the Site. Under no circumstances should you attempt to use your Digital Currency Wallet to store, send, request, or receive digital currencies we do not support. TD Markets assumes no responsibility in connection with any attempt to use your Digital Currency Wallet with digital currencies that we do not support.

2.4. Supplemental Protocols Excluded. Unless specifically announced on the TD Markets Site, Digital Currencies exclude all other protocols and/or functionality which supplement or interact with the Digital Currencies. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with Digital Currencies we support. You agree that you will not use your TD Markets Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol, as TD Markets is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from Digital Currencies and that TD Markets has no liability for any losses related to supplemental protocols.

2.5.Operation of Digital Currency Protocols.We do not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules, including “forks.”1 Any such material operating changes may materially affect the availability, value, functionality, liquidity, transactability and/or the name of the Digital Currency you store in your Digital Currency Wallet, and potentially including Digital Currency you have purchased prior to such sudden protocol changes. TD Markets does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by TD Markets in determining whether to continue to use a TD Markets Account for the affected Digital Currency. In the event of any such operational change, TD Markets reserves the right, but accepts no obligation, to take such steps as may be necessary to protect the security and safety of assets held on the TD Markets platform, including temporarily suspending operations for the involved Digital Currencies, and other necessary steps. TD Markets will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of TD Markets’s control and may occur without notice to TD Markets. TD Markets’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new digital currency, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Currency protocols, including “forks,” and agree that TD Markets is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that TD Markets has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported digital currencies or protocols.

2.6. Digital Currency Custody and Title. All Digital Currencies held in your Digital Currency Wallet are custodial assets held by TD Markets for your benefit, as described in further detail below.

(a) Ownership. Title to Digital Currency shall at all times remain with you and shall not transfer to TD Markets. As the owner of Digital Currency in your Digital Wallet, you shall bear all risk of loss of such Digital Currency. TD Markets shall have no liability for Digital Currency fluctuations. None of the Digital Currencies in your Digital Currency Wallet are the property of, or shall or may

1 ***Define “Fork,” “Fork Attack” means a permanent divergence in the blockchain (e.g., when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules, or an
airdrop or any other event which results in the creation of a new token).

be loaned to, TD Markets; TD Markets does not represent or treat assets in your Digital Currency Wallet as belonging to TD Markets. TD Markets will not hold, and may not grant, any security interest in the Digital Currency held in your Digital Currency Wallet. Except as required by a facially valid court order, or except as provided herein, TD Markets will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Currency in your Digital Currency Wallet unless instructed by you. Without limitation of the foregoing, Digital Currency will at no time extend you margin loans, leverage facility, or any other form of credit.

(b) Control. You control the Digital Currencies held in your Digital Currency Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Currency by sending it to a different blockchain address. As long as you continue to custody your Digital Currencies with TD Markets, TD Markets shall retain control over electronic private keys associated with blockchain addresses operated by TD Markets, including the blockchain addresses that hold your Digital Currency.

(c) Digital Currencies Not Segregated. In order to more securely custody assets, TD Markets may use shared blockchain addresses, controlled by TD Markets, to hold Digital Currencies held on behalf of customers and/or held on behalf of TD Markets. Although we maintain separate ledgers for Customer and TD Markets accounts, TD Markets shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other customers or by TD Markets. In the event of any insolvency of TD Markets, there is a risk that your Digital Currency may be treated as property of Digital Currency’s estate in such proceeding, and not as third party (customer) property. In such case, you will have no superior right to any other unsecured creditor of Digital Currency.

2.7. Fiat Wallet. Your fiat Wallet allows you to hold and transfer fiat with your TD Markets Account as described below. In general, we will combine the balance of your fiat Wallet with other customers’ balances and either hold those funds in a custodial account or invest those funds in liquid investments, such as banking treasuries, in accordance with applicable money transmitter laws. Unless otherwise stated in writing in Appendix 4, TD Markets owns the interest or other earnings on these investments. Pooled customer funds are held apart from TD Markets’s corporate funds and TD Markets will neither use these funds for its operating expenses or any other corporate purposes.

2.8.Supported Digital Currencies and fiat, if any, held in your account are not subject to deposit insurance protection.

3. Payment Services, Purchase and Sale Transactions

3.1. Fiat Funds. You can load funds into your fiat Wallet from a valid bank account via EFT transfer or wire transfer. Your fiat balance is in a pending state and will not be credited to your fiat Wallet until after the bank transfer has cleared, usually within 1 to 5 business days. This payment will result in a debit from your bank account as soon as you initiate payment. The name on your bank account and your wire transfer must match the name verified on your TD Markets Account.

3.2. Purchase or Sale of Digital Currency. When you purchase a Digital Currency from TD Markets, this transaction is intended to affect a sale of Digital Currency. You can purchase a Digital Currency using: (a) funds in your fiat Wallet, (b) Digital Currency held in certain Digital Currency Wallets, as permitted by TD Markets (each a “Valid Payment Method”). Your purchase must follow the relevant instructions on the TD Markets Site. TD Markets reserves the right to cancel any transaction not confirmed by you within five (5) seconds after TD Markets quotes a transaction price. A purchase of Digital Currency using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Digital Currency will be deposited in your Digital Currency Wallet as soon as funds have settled to TD Markets. You can sell a Digital Currency and instruct TD Markets to deposit funds into your TD Markets fiat Wallet or, where supported, a Digital Currency Wallet. Digital Currency purchases and sales are collectively referred to herein as “Digital Currency Transactions.” If TD Markets cannot complete your Digital Currency Transaction for any reason (such as price movement or an order exceeding the maximum order size), TD Markets will reject the order and notify you of such rejection. You will not be charged for a rejected transaction.

3.3.Fees.In general, TD Markets makes money when you purchase, sell, mint or redeem Digital Currency on our Site. A full list of TD Markets fees for your TD Markets Account can be found on our platform before a transaction is finally executed . By using TD Markets Services you agree to pay all applicable fees. TD Markets reserves the right to adjust its fees and any applicable waivers at any time. We will always notify you of the fees which apply to your transaction when you authorize the transaction and in each receipt we issue to you. We may charge network fees to process a Digital Currency Transaction on your behalf. We will calculate the network fee at our discretion, although we will always notify you of the network fee at or before the time you authorize the Digital Currency Transaction. Bank fees charged to TD Markets are netted out of transfers to or from TD Markets. You are responsible for paying any additional fees charged by your financial service provider. We will not process a transfer if associated bank fees exceed the value of the transfer. You may be required to deposit additional fiat to cover bank fees if you desire to complete such a transfer.

3.4. Revocation. When you give us instructions to purchase a Digital Currency, you cannot withdraw your consent to that purchase unless the purchase is not scheduled to occur until a future date (a “Future Transaction”). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is scheduled to take place..

3.5.Unauthorized and Incorrect Transactions.When a Digital Currency or USD transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either by email at care@tdmarkets.io or by phone at +27 10 3000 011. It is important that you regularly check your fiat Wallet and Digital Currency Wallet balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions however will make every effort to ensure requests are managed for the benefit of ensuring fair and reasonable measures are taken to ensure security of your account is restored. with this section.

3.6. Account Information. You will be able to see your fiat Wallet and Digital Currency Wallet balances using the TD Markets Site. You can also see your transaction history using the TD Markets Site, including (i) the amount of each Digital Currency Transaction, (ii) a reference to the identity of the payer and/or payee (as appropriate), (iii) any fees charged (excluding any spread, or margin, over the prevailing market rate on TD Markets’s trading platform), (iv) if applicable, the rate of exchange, and the amount (in the new currency) after exchange (where you are the payer) or the amount (in the original currency) before the exchange (where you are the payee), and (v) the date of each Digital Currency Transaction.

3.7. Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing TD Markets Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy (url: https://www.tdmarkets.io/privacy-policy/)for further information about how we process your personal data, and the rights you have in respect of this.

3.8.Reversals & Cancellations.You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize TD Markets, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your fiat Wallet or Digital Currency Wallet balances, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds, or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Digital Currency Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order including requests from the Financial Intelligence Centre; if we reasonably suspect that the transaction is erroneous; or if TD Markets suspects the transaction relates to Prohibited Use or a Prohibited Business as defined in Appendix 1 hereto. In such instances, TD Markets will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction. Any loss sustained in relation to any such relation shall be at your exclusive account and risk.

3.9. Payment Services Partners. TD Markets may use a third-party payment processor to process any fiat payment between you and TD Markets, including but not limited to payments in relation to your Digital Currency Transactions or deposits or withdrawals from your fiat Wallet.

4. Data Protection and Security

4.1. Personal Data. You acknowledge that we may process personal data in relation to you , and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement, or the TD Markets Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy (url: https://www.tdmarkets.io/privacy-policy/), and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

4.2. Security Breach. If you suspect that your TD Markets Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or TD Markets (together a “Security Breach”), you must notify us as soon as possible by email at support@tdmarkets.io or by calling us at +27 10 3000 011 and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

5. General Use, Prohibited Use, Death of Account Holder and Termination

5.1. Limited License. We grant you a limited, revocable, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the TD Markets Services, TD Markets Site, and related content, materials, information (collectively, the “Content”) solely for purposes approved by TD Markets from time to time. Any other use of the TD Markets Site or Content is expressly prohibited and all other right, title, and interest in the TD Markets Services, TD Markets Site or Content is exclusively the property of TD Markets and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without the prior written consent of TD Markets. “TD Markets” and all logos related to the TD Markets Services or displayed on the TD Markets Site are either trademarks or registered marks of TD Markets or its licensors. You may not copy, imitate or use them without TD Markets’s prior written consent.

5.2. Website Accuracy. Although we intend to provide accurate and timely information on the TD Markets Site, the TD Markets Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the TD Markets Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Currencies, is for informational purposes only and TD Markets makes no representations or warranties to its accuracy. Links to third- party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the TD Markets Site.

5.3.Promotions.From time to time, TD Markets may make available special offers or conduct promotions for qualifying customers. Subject to applicable laws, TD Markets or the issuer of a Digital Currency subject to an offer or promotion may establish qualifying criteria to participate in any special promotion at its sole discretion. TD Markets may revoke any special offer at any time without notice. Once Digital Currency has been deposited in a user’s Digital Currency Wallet, that Digital Currency becomes the property of the TD Markets user with all applicable property rights, including those noted in Section 2.2 of this Agreement. TD Markets shall have no obligation to make special offers available to all customers. TD Markets makes no recommendation and does not provide any advice about the value or utility of any Digital Currency subject to a promotion.

5.4. Third-Party Applications. If, to the extent permitted by TD Markets from time to time, you grant express permission to a third party to access or connect to your TD Markets Account(s), you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your TD Markets Account(s). Further, you acknowledge and agree that you will not hold TD Markets responsible for, and will indemnify TD Markets from, any liability arising out of or related to any act or omission of any third party with access to your TD Markets Account(s). You may change or remove permissions granted by you to third parties with respect to your TD Markets Account(s) at any time through the TD Markets Site.

5.5. Prohibited Use. In connection with your use of the TD Markets Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Use or Prohibited Business. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your TD Markets Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

5.6. Transaction Limits. The use of all TD Markets Services is subject to a limit on the amount of volume, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your TD Markets Account(s). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. TD Markets reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@tdmarkets.io. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with TD Markets staff (such process, “Enhanced Due Diligence”). TD Markets reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

5.7. Suspension, Termination, and Cancellation. TD Markets may: (a) suspend, restrict, or terminate your access to any or all of the TD Markets Services, and/or (b) deactivate or cancel your TD Markets Account(s) if: (i) we are so required by a valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your TD Markets Account(s) in connection with a Prohibited Use or Prohibited Business; (iii) use of your TD Markets Account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) our service partners are unable to support your use; (v) you take any action that TD Markets deems as circumventing TD Markets’s controls, including, but not limited to, opening multiple TD Markets Accounts or abusing promotions which TD Markets may offer from time to time; or (vi) we determine it is in TD Markets’s best interest.

If TD Markets suspends or closes your account, or terminates your use of TD Markets Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits TD Markets from providing you with such notice. You acknowledge that TD Markets’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to TD Markets’s risk management and security protocols. You agree that TD Markets is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your fiat Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a valid subpoena or court order. You may cancel your TD Markets Account(s) at any time by withdrawing all balances and opting to cancel on the Site. You will not be charged for canceling your TD Markets Account(s), although you will be required to pay any outstanding amounts owed to TD Markets. You authorise us to cancel or suspend any pending transactions at the time of cancellation.

5.8. Death of Account Holder. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your TD Markets Account and during this time, no transactions may be completed until:(i) your designated executor or other legally appointed fiduciary has opened a new TD Markets Account, as further described below, and the entirety of your TD Markets Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the executor or other legally appointed fiduciary you have designated in a valid (and fully and finally probated) will or similar testamentary document will be required to open a new TD Markets Account. If you have not designated an executor or other legally appointed fiduciary, then we reserve the right to (i) treat as your fiduciary any person entitled to inherit your TD Markets Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including, but not limited to, a will, a living trust or a small estate affidavit, or (ii) require an order designating and legally appointed a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your TD Markets Account. Pursuant to the above, the opening of a new TD Markets Account by an executor or other legally designated fiduciary is mandatory following the death of a TD Markets Account owner, and you hereby agree that your fiduciary will be required to open a new TD Markets Account and provide the information required under Section 2 of this Agreement in order to gain access to the contents of your TD Markets Account.

5.9. Unclaimed Property. If TD Markets is holding funds (whether fiat currency or Digital Currency) in your account, and TD Markets is unable to contact you and has no record of your use of the Services for several years, applicable law may require TD Markets to report these funds (including fiat currency and Digital Currency) as unclaimed property to the applicable jurisdiction. If this occurs, TD Markets will try to locate you at the address shown in our records, but if TD Markets is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.

5.10. Relationship of the Parties. TD Markets utilizes an independent counterparty to you in this Agreement and each Digital Currency or other transaction which may occur between you and TD Markets for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and TD Markets to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or TD Markets to be treated as the agent of the other. Under no circumstances shall TD Markets be deemed your fiduciary, agent or advisor and TD Markets shall have no obligation to act in or consider you interest above or in lieu of its own with respect to its dealings with you under this Agreement or otherwise.

5.11. Password Security; Contact Information. You are responsible for creating a strong password and maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the TD Markets Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorised access to your TD Markets Account(s) by third-parties and the loss or theft of any Digital Currency and/or funds held in your TD Markets Account(s) and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer screen with someone else when you are logged on to your TD Markets Account. TD Markets will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of TD Markets and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your TD Markets Account(s) information has been compromised, contact TD Markets Support immediately at support@tdmarkets.io

5.12. support@tdmarkets.io, or report your claim by phone at +27 10 3000 011.

5.13. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the TD Markets Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your TD Markets Account(s). TD Markets is obliged to comply with any tax laws or regulations that are adopted for the cryptocurrency or digital currencies environment.

5.14. No Investment Advice or Brokerage. For the avoidance of doubt, TD Markets does not provide investment, tax, or legal advice, nor does TD Markets broker trades on your behalf. All TD Markets trades are executed automatically, based on the parameters of your order instructions and in accordance with posted Trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. TD Markets may provide educational information about the Digital Currencies, as well as digital currencies not supported by TD Markets, in order to assist users in learning more about such Digital Currencies. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website’s content as such. TD Markets does not recommend that any Digital Currency should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. TD Markets will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by TD Markets.

6. Customer Feedback, Queries, Complaints, and Dispute Resolution

6.1. Contact TD Markets. If you have feedback, or general questions, contact us via our Customer Support webpage at support@tdmarkets.io. When you contact us please provide us with your name, address, and any other information we may need to identify you, your TD Markets Account(s), and the transaction on which you have feedback or questions.

6.2. Formal Complaint Process. If you have a dispute with TD Markets (a “Complaint”), you agree to contact TD Markets through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through the TD Markets support team, you and we agree to use the Formal Complaint Process set forth on TD Markets site at https://www.tdmarkets.io/complaints-resolution- policy/.

7. General Provisions

7.1. Computer Viruses. We 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 should use care in reviewing messages purporting to originate from TD Markets. Always log into your TD Markets Account(s) through the TD Markets Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

7.2. Release of TD Markets; Indemnification. You agree to indemnify and hold TD Markets, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

7.3. Limitation of Liability; No Warranty. IN NO EVENT SHALL TD Markets, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE AMOUNT OF DIRECT REVENUE TD Markets MAY HAVE EARNED, IF ANY, ON ITS DIGITAL TRANSACTION WITH YOU (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TD Markets SITE OR THE TD Markets SERVICES, OR THIS AGREEMENT, EVEN IF TD Markets HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF TD Markets’ GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT TD Markets FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE TD Markets SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TD Markets SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT. TD Markets DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TD Markets SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. TD Markets DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE TD Markets SERVICES AND TD Markets SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT TD Markets WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, AND OR (D) ANY ACTS, WRONGFUL, NEGLIGENT, UNLAWFUL OR OTHERWISE, OF YOU OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY HACK, SECURITY BREACH, AND/OR WRONGFUL ACCESS OR THEFT OF IDENTITY OR ANY OTHER INFORMATION WITHOUT AFFECTING TD Markets’ SERVERS, APPLICATIONS OR DATA OR THOSE OF YOURSELF OR ANY OTHER PERSON OR ENTITY.

TD Markets makes no representations about the accuracy, order, timeliness or completeness of historical Digital Currency price data available on the TD Markets Site. TD Markets will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and credit or debit cards are processed in a timely manner but TD Markets makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

7.4. Entire Agreement. This Agreement, and the Privacy Policy and the Appendices incorporated by reference herein comprise the entire understanding and agreement between you and TD Markets as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and TD Markets. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

7.5. Amendments. We may amend or modify this Agreement by posting on the TD Markets Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the TD Markets Services, or suspension or termination of your access to the TD Markets Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

7.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any TD Markets affiliates or subsidiaries, or to any successor in interest of any business associated with the TD Markets Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and insure to the benefit of the parties, their successors and permitted assigns.

7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

7.8. Change of Control. In the event that TD Markets is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, TD Markets Account cancellation, debts owed to TD Markets, general use of the TD Markets Site, disputes with TD Markets, and general provisions, shall survive the termination or expiration of this Agreement.

7.10. Governing Law. You agree that the laws of the Republic of South Africa, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and TD Markets, except to the extent governed by federal law.

7.11. Force Majeure. We 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, significant market volatility, 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 which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

 

APPENDIX 1: Prohibited Use, Prohibited Businesses and Conditional Use

Prohibited Use

You may not use your TD Markets Account(s) to engage in the following categories of activity (“Prohibited Uses”). The specific types of uses listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of TD Markets Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at support@tdmarkets.io. By opening a TD Markets Account, you confirm that you will not use your Account to do any of the following:

  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where TD Markets conducts business, including but not limited to the Financial Advisory and Intermediary Services Act of South Africa or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the TD Markets Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the TD Markets Site, other TD Markets Accounts, computer systems or networks connected to the TD Markets Site, through password mining or any other means; use TD Markets Account information of another party to access or use the TD Markets Site, except in the case of specific applications which are specifically authorized by a user to access such user’s TD Markets Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of TD Markets.
  • Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any TD Markets Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the TD Markets Site about others, including without limitation email addresses, without proper consent.
  • Fraud: Activity which operates to defraud TD Markets, TD Markets users, or any other person; provide any false, inaccurate, or misleading information to TD Markets.
  • Gambling: Use the TD Markets Site and or Services to run lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues with cash prizes, internet gaming, contests, sweepstakes, or games of chance.
  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder; use of TD Markets intellectual property, name, or logo, including use of TD Markets trade or service marks, without express consent from TD Markets or in a manner that otherwise harms TD Markets or the TD Markets brand; any action that implies an untrue endorsement by or affiliation with TD Markets.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from TD Markets Services (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of TD Markets Services involves a Prohibited Business or have questions about how these requirements apply to you, please contact us at support@tdmarkets.io.

By opening a TD Markets Account, you confirm that you will not use TD Markets Services in connection with any of following businesses, activities, practices, or items unless where expressly authorised to do so under the respective laws and regulations by the applicable governing body or regulator:

  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.
  • Restricted Financial Services: Check cashing, bail bonds; collections agencies.
  • High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates bank policies.
  • Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency; acting as a payment intermediary or aggregator or otherwise reselling any of the TD Markets Services.

 

APPENDIX 2: Verification Procedures and Limits

As a regulated financial service company operating in the Republic of South Africa, we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital currency exchange services to our customers. TD Markets collects and verifies information about you in order to: (a) protect TD Markets and the community from fraudulent users, and (b) to keep appropriate records of TD Markets’s customers. Your daily or weekly conversion, deposit, withdrawal, trading and buy limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to TD Markets.

All. customers who wish to use TD Markets Services are required to establish a TD Markets Account by:

  • Providing your name and valid email address, a password and your details of residence,
  • Certifying that you are 18 years or older,
  • Accepting User Agreement and Privacy Policy, and
  • Verifying your identity by submitting the following information:
    • Name
    • Date of birth
    • Physical address
    • Identity or Passport Number
    • Source of funds
    • Income/employment information
    • Explanation of activity
    • Submit a copy of an acceptable form of identification (i.e. passport, driver’s license, or identification card), and
    • Submit a picture of yourself or a selfie from your webcam or mobile phone.Notwithstanding these minimum verification procedures, TD Markets may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any TD Markets Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification on your Account’s page.

      You may contact us at support@tdmarkets.io to request larger limits. TD Markets may require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and TD Markets does not guarantee that we will raise your limits.

APPENDIX 3: E-Sign Disclosure and Consent

This policy describes how TD Markets delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your TD Markets Account(s) and your use of TD Markets Services. Communications include:

  • Terms of use and policies you agree to (e.g., the TD Markets User Agreement and Privacy Policy), including updates to these agreements or policies;
  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  • Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the TD Markets site, emailing them to you at the primary email address listed in your TD Markets profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption with cookies enabled;
  • A valid email address; and
  • Sufficient storage space to save past Communications or an installed printer to print them. 

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at support@tdmarkets.io. If you fail to provide or if you withdraw your consent to receive Communications electronically, TD Markets reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if TD Markets sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, TD Markets will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at support@tdmarkets.io.