# Terms of Use

## PrimeNumber Trade Platform Terms of Use

These Terms of Use govern your access to and use of the domain \[primenumber.trade] and all associated pages, features, services, and applications that operate the PrimeNumber Trade platform (collectively referred to as the “Platform”).

PRIME NUMBER TRADE IS NOT A REGULATED ENTITY IN ALL JURISDICTIONS AND MAY NOT OPERATE UNDER THE SPECIFIC REGULATORY FRAMEWORKS OF CERTAIN AREAS. YOUR ACCESS TO OR USE OF PRIME NUMBER TRADE’S PLATFORM MAY BE SUBJECT TO RESTRICTIONS OR LIMITATIONS BASED ON APPLICABLE LAWS AND REGULATIONS.

THESE TERMS DO NOT CONSTITUTE A COMPREHENSIVE DISCLOSURE OF ALL RISKS OR MATERIAL ASPECTS ASSOCIATED WITH USING PRIME NUMBER TRADE’S SERVICES. THE USER SHOULD NOT CONSIDER THESE TERMS OR ANY TERMS OF THE AGREEMENT AS LEGAL, TAX, OR FINANCIAL ADVICE. PRIME NUMBER TRADE DOES NOT ACT AS THE USER’S FINANCIAL ADVISOR, AND THE USER MUST NOT TREAT PRIME NUMBER TRADE AS SUCH. THE USER SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISORS BEFORE ENGAGING IN ANY TRANSACTION AND SHOULD ONLY USE THE SERVICES IF THEY HAVE FULLY UNDERSTOOD THE NATURE, THE CONTRACTUAL RELATIONSHIP THEY ARE ENTERING INTO, ALL RELEVANT TERMS AND CONDITIONS, AND THE EXTENT OF THEIR POTENTIAL EXPOSURE TO LOSS. THE USER IS STRONGLY ADVISED TO READ THESE TERMS CAREFULLY AND RETAIN A COPY FOR THEIR RECORDS.

### 1. Acceptance of Terms

By using the Platform, you (the "User") agree to these terms, which form a legal agreement between you and PrimeNumber Trade ("Company," "we," or "us"). These terms, along with the Risk Warnings and Disclaimers Statement and any other referenced documents (collectively, the “Terms of Use”), define the rules for accessing and using the Platform, including all content, features, vaults, subpages, and services available through it. Before using the Platform, please review these Terms of Use thoroughly. By using the Platform or clicking to accept the Terms when prompted, you agree to comply with and be bound by them. If you do not agree to these Terms of Use or any applicable documents, you must refrain from using the Platform. In case of any conflict between these Terms and other applicable terms, these Terms will prevail unless otherwise explicitly stated.

### 2. Changes to the Terms of Use

The Company reserves the right to modify and update these Terms of Use at its sole discretion. Any changes will become effective immediately upon posting and will apply to all future access and use of the Platform. By continuing to use the Platform after updated Terms of Use are posted, the User acknowledges and agrees to these changes. It is the User’s responsibility to review this page regularly to stay informed of any updates, as these modifications are binding. If the User disagrees with the revised Terms of Use, they must immediately cease using PrimeNumber Trade’s services.

### 3. Electronic Communication

By agreeing to these Terms of Use, the User consents to receive communications from the Company electronically, including via email or other electronic messaging systems. This consent applies to all agreements, disclosures, and other communications that would otherwise be required to be provided in writing. The User acknowledges that electronic communications fulfill any legal requirements for written communication and waives the right to request a non-electronic, original signature, unless prohibited by applicable law.

### 4. Accessing the Platform and User Security

The Company reserves the right to modify, pause, or withdraw the Platform or any of its services or materials at its discretion, without prior notice. The Company shall not be held liable for any periods during which the Platform or parts of it are unavailable. Periodically, access to certain parts of the Platform, or the entire Platform, may be restricted to specific users. The User is responsible for:

* Ensuring that the necessary arrangements are in place for accessing the Platform.
* Ensuring that any individuals using the Platform through the User’s internet connection are aware of and comply with these Terms of Use. To use the Platform or access certain resources, the User may be required to utilize Web3 tools, such as MetaMask or other crypto wallets compatible with their web browser (“Web3 Utilities”). The User must ensure that these Web3 Utilities and their associated private key(s) are operated solely by the party who created the keys and only with their explicit permission. Additionally, all information provided while interacting with the Platform must comply with the policies referenced on the Platform, and the User consents to the Company’s use of this information in accordance with those policies. If a Web3 Utility requires the use of a username, password, private key, or other security credentials, the User agrees that the identity tied to the Web3 Utility is personal and confidential. The User must ensure the protection of this identity and prevent unauthorized access by locking the Web3 Utility after each session. Caution should be exercised when using the Platform on public or shared computers to prevent others from accessing the User’s sensitive information. The Company reserves the right to disable any Web3 Utility-linked identity (such as a public address) or block an IP address from accessing the Platform at its discretion, especially in cases where the User or identity is deemed to have violated any part of these Terms of Use.

### 5. Eligible Users

To be eligible to use PrimeNumber Trade’s products and/or services (including and not limited to the Platform), you must:

* Acknowledge and agree that the products and/or services may be provided by PrimeNumber Trade with the support of its affiliates.
* Be a natural or legal person or other body corporate with full legal capacity and authority to enter into these Terms of Use.
* In the case of an individual, be at least 18 years old or of legal age specified by applicable law in your jurisdiction of residence for a binding contract.
* In the case of an authorized person entering into these Terms of Use on behalf of a body corporate, have all the necessary rights and authorities to bind such body corporate.
* Not reside in a country where the relevant products and/or services are inaccessible.
* Not be a Prohibited Person. “Prohibited Person” refers to a person who is, or appears to PrimeNumber Trade to: (a) be in breach of any Anti-Money Laundering (AML) or Counter-Terrorist Financing (CTF) Requirements of any jurisdiction; (b) appear in a list of persons with whom dealings are prohibited by the United Nations or another government agency or a regulatory authority under applicable laws; or act on behalf, or for the benefit of, any person described in (a) or (b).

### 6. Prohibited Uses

The User may only access and use the Platform for lawful purposes and in compliance with these Terms of Use. The User agrees not to use the Platform for the following purposes:

* In any manner that violates federal, state, local, or international laws or regulations, including those related to the export of data or software across borders.
* To exploit, harm, or attempt to harm minors by exposing them to inappropriate content, soliciting personal information, or engaging in any other harmful behavior.
* To transmit or facilitate the sending of any unsolicited advertising or promotional material, such as "junk mail," "spam," chain letters, or similar solicitations.
* To impersonate or attempt to impersonate the Company, its employees, other users, or any other individual or entity, including through deceptive email addresses, screen names, or blockchain identities.
* To engage in conduct that disrupts or inhibits another's use or enjoyment of the Platform, or that could harm the Company or other users, or expose them to liability.
* If the User is from or accessing the Platform from a prohibited region or is subject to economic sanctions, or is listed as a Specially Designated National by the relevant authority.
* If use violates any law or regulation in the User's jurisdiction. Additionally, the User must not:
* Attempt to deceive or defraud any person, or actually deceive or defraud by providing false, inaccurate, or misleading information to unlawfully obtain another's property.
* Promote illegal activity or assist in any unlawful act.
* Misrepresent the User's identity or affiliations, or impersonate others.
* Engage in activities that violate laws related to trading markets, such as spoofing, pump-and-dump schemes, or wash trading.
* Suggest that actions or communications emanate from or are endorsed by the Company or any entity unless this is true.
* Use the Platform for any securities-related transactions or transactions that require registration with regulatory bodies such as the SEC, FINRA, CFTC, etc., without proper authorization.
* Overburden, damage, or interfere with the Platform’s functionality or other users’ ability to engage in real-time activities on the platform.
* Use automated means (e.g., robots, spiders) or manual processes to monitor or copy any material from the Platform without prior written consent.
* Introduce harmful software such as viruses, malware, worms, Trojan horses, or other malicious technology.
* Attempt unauthorized access to any part of the Platform, its server, blockchain, or any related systems or databases.
* Violate others' legal rights (including privacy and publicity) or engage in actions that may lead to civil or criminal liability.
* Launch denial-of-service or distributed denial-of-service attacks against the Platform.
* Otherwise attempt to interfere with the proper functioning of the Platform. The User must refrain from any actions that could compromise the security, functionality, or integrity of the Platform or any associated systems.

### 7. Instructions

The User acknowledges that he/she is entitled to provide instructions (through a Web3 Utility or otherwise) by providing notice through the Platform, including instructions to deposit, withdraw or cancel, provided that an instruction may not be complied with if not in compliance with the Terms of Use, or, if it has been executed by PrimeNumber Trade already and the transaction of such instruction has been published to the public blockchain. The User shall bear all risks, liabilities and losses as a result of a failed instruction or PrimeNumber Trade’s failure to execute the instruction.

### 8. Monitoring and Enforcement; Termination

The Company reserves the right to:

* Take appropriate legal actions, including referring cases to law enforcement authorities, in response to any illegal or unauthorized use of the Platform.
* Terminate or suspend a User’s access to part or all of the Platform at its discretion, including in cases of violation of these Terms of Use. The Company shall not be held liable for any harm, damage, or issues arising from interactions with the underlying blockchain supporting the Platform.

### 9. Changes to the Platform

The Company may periodically update the content, design, and features available through the Platform. However, the Platform may not always be fully up-to-date, and the Company is under no obligation to ensure that any material is current. Information or functionalities on the Platform may become outdated, and the Company is not required to update them.

### 10. No Professional Advice

All content and information provided on the Platform is intended solely for informational purposes and should not be interpreted as professional advice, including but not limited to legal, tax, or financial advice. The Company makes no warranties regarding the accuracy, completeness, or usefulness of the information provided. Users should not act or refrain from acting based on information provided on the Platform, including posts, articles, third-party links, social media communications, or tutorials. Any reliance on such information is entirely at the User's own risk, and the User assumes the high degree of risk that comes with using blockchain technology. Users are strongly encouraged to seek independent, professional advice from licensed and qualified experts before making any financial, legal, or other decisions based on the Platform. The User agrees and acknowledges that, to the fullest extent permissible by law, they have not relied on the Company or any other participant for professional advice when interacting with the Platform.

### 11. No Fiduciary Duties

The provision of the Platform and this Agreement does not create any fiduciary or professional duties between the Company and the User or any third party. The User agrees, to the fullest extent permissible by law, that their use of the Platform does not impose any fiduciary obligations or liabilities on the Company. The User further acknowledges and irrevocably waives any claims of fiduciary duties or liabilities against the Company. The User agrees that the only duties or obligations the Company or any participant owes are those explicitly outlined in this Agreement, and that the User has no rights outside of those expressly granted in these Terms of Use related to the Platform or the Protocol.

### 12. Market Fluctuations and Extreme Market Events

If PrimeNumber Trade, acting reasonably, determines that an extreme market event is occurring in relation to a service (including but not limited to a vault or strategy) offered through the Platform, the User agrees that PrimeNumber Trade may take such action as it considers necessary, and in accordance with applicable laws, to respond to this extreme market event, including but not limited to immediately suspending or terminating some of the products or services, immediately removing a vault from the Platform, forcing redemptions or liquidations by a User and changing the allocation of a User.

### 13. Fees and Taxes

The User will pay all applicable fees, costs, charges, expenses and commissions to PrimeNumber Trade as set out on the Platform (updated from time to time), including costs in connection with networks or blockchains underlying a vault and/or engagement of third party service providers, as well as applicable levies imposed by relevant government agencies. The User acknowledges and agrees that PrimeNumber Trade may change the relevant applicable fee rate or introduce a new charge from time to time and with immediate effect. Should the User continue to use the Platform, the User shall be considered to have accepted and agreed to the changes.

### 14. Warranty Disclaimer

The User acknowledges and agrees that their use of the Platform, its content, and any services provided through it is entirely at their own risk. The Platform and any vaults on PrimeNumber Trade are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, the Company and its affiliates disclaim all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Neither the Company nor any associated person makes any warranties or representations regarding the completeness, security, reliability, quality, accuracy, or availability of the Platform. The Company and its affiliates make no representations or warranties that:

* Access to the Platform will be uninterrupted, continuous, timely, secure, free from errors, or defects.
* Information presented on the Platform is accurate, complete, reliable, current, or relevant.
* The Platform will be free from viruses, malicious software, bugs, errors, or other harmful elements, or that such issues will be corrected.
* The Platform will meet the User’s expectations.
* Any communication or documentation from the Company should be regarded as providing a warranty concerning the Platform or any related protocol. The Company does not endorse or take responsibility for any content, advertisements, offers, statements, or actions of third parties that may appear through the Platform. The User is solely responsible for implementing sufficient security and backup procedures, including but not limited to:
* Choosing and maintaining an appropriate Web3 Utility.
* Protecting against viruses and ensuring the accuracy of data input and output.
* Maintaining backup copies of any important data externally to prevent data loss. To the fullest extent permitted by law, the Company will not be liable for any damages or losses resulting from distributed denial-of-service attacks, viruses, or other harmful materials that may infect the User's devices, data, or proprietary information due to their use of the Platform, any services obtained through the Platform, or downloading content from the Platform or any linked website.

### 15. Limitation of Liability

To the fullest extent permitted by law, the Company, its affiliates, agents, licensors, service providers, employees, officers, or directors shall not be liable for any damages of any kind arising from or related to the User’s use or inability to use the Platform, the underlying protocol or blockchain, or any linked websites. This includes, but is not limited to, claims for direct, indirect, special, incidental, consequential, or punitive damages such as personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business, loss of anticipated savings, loss of use, loss of goodwill, or loss of data, whether such claims arise from tort (including negligence), breach of contract, or otherwise, even if foreseeable. For the avoidance of doubt, PrimeNumber Trade and/or any of its affiliates will not be liable for any loss incurred or damage suffered arising from:

* Any use of the User’s Account by the User or by any third party (whether or not authorized by the User).
* Unauthorized, mistaken, or accidental transfer or exchange of the User's digital assets.
* Any malfunction, defect or error in any terminal used to process any instructions from the User.
* Any delay or inability on PrimeNumber Trade’s part to perform any of our obligations under these Terms because of any force majeure event.
* Any damage to or loss or inability to retrieve any data or information that may be related to PrimeNumber Trade's provision of Services.
* Fraud or forgery of any third parties.
* Any actual or potential losses that may result based on the decision to support a Fork, or the timing of implementation of support.
* Any downtime due to the inability to trade or otherwise transfer digital assets.
* Any hold, or for the User's inability to withdraw digital assets or execute trades during the period of any such hold. PrimeNumber Trade will not be liable for any loss that is caused by any malfunction of a third party application programming interface or other related interactions with any third party software. This limitation of liability also applies to any damages caused by third parties or any failure of the protocol or underlying blockchains. The foregoing limitation of liability does not apply to any liability that cannot be excluded or limited under applicable law.

### 16. Nature of Blockchain; Assumption of Risk; Waiver of Claims

Blockchain technology and smart contracts are emerging and evolving, carrying both foreseeable and unforeseeable risks in areas such as security, financial stability, technical reliability, and regulatory compliance. The User acknowledges that participating in blockchain activities requires a high level of expertise and knowledge, as blockchain-related technologies are inherently volatile and complex. Factors contributing to this volatility may include adoption rates, speculative activity, security risks, manipulation, and evolving legal and regulatory frameworks. Additionally, blockchain transaction costs and speeds can fluctuate, and due to the public nature of many blockchains, the User’s activity may be visible to others. By accessing and using the Platform, the User acknowledges and agrees to the following:

* Understanding of Risks: The User is fully aware of the risks associated with blockchain technology and the Protocols underlying the Platform.
* Sufficient Knowledge: The User has sufficient knowledge and understanding of blockchain technologies, crypto-assets, crypto mining, Web3 Utilities, and smart contracts to operate safely and efficiently. The User is aware of both the foreseeable risks and the possibility of unforeseen risks.
* Volatility of Crypto-assets: The User understands that crypto-assets involved in the Platform may rapidly change in value or be lost entirely, which could result in significant harm or financial loss.
* No Liability: The Company does not own or control the underlying blockchain or Protocol, nor is it responsible for any risks related to their use. The User accepts that the Company cannot be held liable for any damages, losses, or harm incurred during the use of the Platform or any related blockchain interactions.
* Assumption of Risk: The User assumes full responsibility for all risks associated with accessing and using the Platform and interacting with any relevant Protocol, regardless of whether those risks are mentioned here or arise unexpectedly.\
  The User further waives and releases the Company from any liability, claims, or damages arising from the User’s use of the Platform and interactions with any relevant blockchain or protocol.

### 17. Compliance

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The User acknowledges that the Platform may not be available or lawful in all jurisdictions. By accessing or using the Platform, the User takes full responsibility for ensuring compliance with the laws and regulations applicable in their jurisdiction. The User must not access or use the Platform if they are a citizen or resident of a jurisdiction subject to economic sanctions or where their use of the Platform would be illegal or violate any applicable laws.\
The User is also solely responsible for any taxes, duties, or assessments imposed by any governmental authority in connection with their use of the Platform.

### 18. Links from the Platform

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The Platform may include links to third-party websites, protocols, or resources. These links are provided solely for the User's convenience and may include advertisements or sponsored content. The Company has no control over these external resources and accepts no responsibility for the content, accuracy, or availability of such third-party sites, nor for any loss or damage resulting from the User's interaction with them. Accessing third-party websites or resources through links on the Platform is entirely at the User's own risk and subject to the terms and conditions of the respective websites.

### 19. Indemnification

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The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, licensors, agents, service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:<br>

* Violation of Terms: The User’s breach of these Terms of Use.
* Use of the Platform: The User's interaction with the Protocol or any reliance on the content, services, or products provided by the Platform.
* Reliance on Information: Any reliance the User places on information obtained from the Platform.
* Third-party Access: Any access or use of the Platform or Protocol by a third party with the User's assistance or via any device or account owned or controlled by the User.

### 20. Enquiries

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Where any regulatory or government agency makes an enquiry which relates to any service or transaction carried out pursuant to this Terms of Use, the User agrees to co-operate with PrimeNumber Trade in the provision of such information, and that any information relevant to the enquiry may be passed to any of PRIME NUMBER TRADE’s nominees or Affiliates, the Custodian or any Infrastructure Participant, Network Participant or Government Agency, as appropriate.

### 21. Termination

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PrimeNumber Trade may terminate these Terms of Use and its provision of products or services to a User immediately upon the occurrence of any one or more of the following events:<br>

* the occurrence of any Events of Default;
* where PrimeNumber Trade reasonably suspects that the User’s wallet or account is used for market misconduct or any illegal, fraudulent, or unauthorised purpose, including but not limited to money laundering, terrorist financing, fraud or any other crime, or perceives a heightened risk of legal or regulatory non-compliance associated with the User’s activity;
* where PrimeNumber Trade is required to do so by applicable law, or any court or authority to which PrimeNumber Trade is subject in any jurisdiction;
* the User’s use of the Platform is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings;
* there is any other valid reason which requires PrimeNumber Trade to do so.\
  “Events of Default” refers to where User is no longer eligible to use the Platform; or fails to duly and punctually observe or perform any of the undertakings, duties and obligations in these Terms of Use; or any dispute or proceedings against the User.\
  The User acknowledges and agrees that the events set out under this clause is a non-exhaustive list and PrimeNumber Trade’s decision to take certain actions, including but not limited to termination, suspension, freeze funds or restriction to access, transact, or use the Platform may be based on confidential reasons that are essential to PrimeNumber Trade's risk management, security or other compliance protocols.

### 22. Governing Law and Dispute Resolution

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All matters related to the Platform and these Terms of Use, including any disputes or claims arising from or in connection with them, are governed by the laws of the British Virgin Islands.\
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the BVI IAC Arbitration Rules.\
This ensures that any disputes arising between the User and the Company will be addressed through arbitration rather than in a court of law.

### 23. Limitation on Time to File Claims

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Any cause of action or claim that the User may have related to these Terms of Use or the use of the Platform must be initiated within one (1) year from the date the cause of action arises. Failure to file such a claim within this time period will result in the permanent barring of the claim.

### 24. Injunctive Relief Waiver

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To the fullest extent permitted by applicable law, the User agrees that they will not be entitled to seek any form of injunctive or equitable relief, including any court orders or injunctions, in connection with their use of the Platform. This means that the User waives the right to any court action intended to compel or prohibit any specific action by the Company.

### 25. Entire Agreement

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These Terms of Use, along with any documents expressly referenced or incorporated by reference, represent the entire agreement between the User and the Company regarding the Platform. This agreement supersedes any and all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written, related to the Platform. This ensures that no external communications or representations modify or contradict the stated Terms.
