Welcome to Bridge.

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1. Bridge provides a proprietary software application programming interface (the “Bridge API”) to businesses to enable them to allow their Users (as defined below) to instantly buy and sell, stablecoins and other digital assets from and to, and access related services, from Bridge and its Affiliates or either of their Financial Institution or Payment Service Provider partners (the “Bridge Services”, and together with the Bridge API, the “Bridge Platform”). 

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2. Developer maintains, is developing or is exploring developing a proprietary software application (the “Developer Program”) to provide Developer-branded services (the “Developer Services” and together with the Developer Program, the “Developer Platform”) to Developer’s customers (“Users”).

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3. Developer and Bridge desire to offer and provide the Bridge Services to Users by integrating the Bridge Platform with the Developer Platform in a Developer-branded application environment (such offering, the “Program”).

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To support the Program, the Parties agree to the following terms: 

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ARTICLE 1Definitions and rules of construction; interpretation; order of precedence

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Schedule 1 contains the definitions of capitalized terms not separately defined in the context of this agreement, and rules governing construction and interpretation of certain terms and phrases used in this agreement. This agreement will refer to Bridge and Developer individually as a “Party”, and together, as the “Parties.”

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ARTICLE 2

Responsibilities of the parties

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2.1. Developer Responsibilities. Developer will: (a) develop a Developer-branded interface to the Bridge Services using the Bridge API and securely maintain the Bridge API connection during the Term; (b) offer and provide the Program to Users using Developer-branded marketing materials approved by Bridge (c) provide Bridge with accurate, up-to-date, and complete User information (or the ability for Bridge to obtain the same) sufficient to permit Bridge to (i) evaluate a User’s eligibility to receive the Bridge Services and (ii) conduct ongoing User due diligence and Transaction monitoring; (d) keep Developer’s Bridge API access credentials secure at all times by implementing security procedures that meet or exceed standards applicable to Financial Institutions; (e) ensure that approved Users consent to the terms of the Bridge User Agreement and the Bridge Privacy Policy prior to providing a User with access to the Bridge Services; (f) monitor User usage of the Bridge Service and report User complaints to Bridge, (g) inform Bridge of any suspicious activity by Users or termination of the Developer Services by Users; and (h) ensure delivery (and acceptance by, where applicable) of the following to Users: Transaction receipts , disclosures required by Applicable Law (including but not limited to Cryptocurrency Wallet balances, if provided to Users as part of the Bridge Services), Financial Institutions or Payment Service Providers, and other required documents to Users on Bridge’s behalf in a form and in the manner approved by Bridge. By executing this Agreement, Developer also agrees to the terms and conditions of the Bridge User Terms, as set out at https://www.bridge.xyz/legal, as amended from time to time by Bridge pursuant to the Bridge User Terms, which apply when Developer receives the Bridge Services as a User. Developer agrees that it will use the Services only for commercial purposes.

Developer will not use the Bridge Services or the Bridge API to enable any of the following activities by it, its Affiliates, or its customers (the “Prohibited Activities List”): unlawful or abusive activity, fraud, unlawful gambling, unlawful prediction markets, intellectual property infringement, investment or credit services, check cashing, bail bonds, collections agencies, counterfeit or unauthorized goods, drugs and drug paraphernalia (including pseudo pharmaceuticals), substances designed to mimic illegal drugs, adult content and services, multi-level marketing, mixing, unfair, predatory or deceptive practices, digital asset exchange services (provided by Users to third parties), money services (provided by Users to third parties), money transmission services (provided by Users to third parties), and any business that Bridge believes poses elevated financial risk, legal liability, or violate Payment Services Provider rules, card network rules or bank policies. Bridge may update the Prohibited Activities List at any time upon notice. Notwithstanding Bridge’s identity verification responsibilities under Section 2.2 below, Developer shall assist Bridge in verifying the identity of each of its customers as reasonably required by Bridge, and provide to Bridge such identity verification information as reasonably requested by Bridge.

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Subject to the following requirements and prior written approval from Bridge, Developer may sell the Bridge Services to third parties who in turn sell the Bridge Services to Users of the Sub-Developer (each such third party being a “Sub-Developer”):

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1. In addition to Bridge’s User Terms found at https://bridge.xyz/legal, in the terms of service between the Developer and the Sub-Developer, other than the fees and payment provisions, the Sub-Developer must agree to be bound to the terms and conditions of this Agreement without modification.
2. Notwithstanding subsection (1) above:
   
   1. All actions or omissions of the Sub-Developer will be considered actions or omissions of Developer, and Developer takes full responsibility for the Sub-Developer as if Sub-Developer’s performance was its own.
   2. Sub-Developer’s Users will be considered Developer’s Users and Developer takes full responsibility for such Users under the terms of the Agreement.
3. Prior to the Sub-Developer being able to process Transactions, in addition to meeting the Onboarding Criteria, Sub-Developer must undergo a compliance review by Bridge undertaken at the sole discretion of Bridge.
4. Bridge must have the ability to directly onboard Sub-Developer’s Users consistent with Sections 2.2 and 2.3.
5. Notwithstanding anything to the contrary in the Agreement, if Bridge has a commercially reasonable belief that Sub-Developer has breached the terms of the Agreement, including pursuant to a violation of Applicable Law, Bridge may immediately suspend Sub-Developer’s access to the Bridge Services and/or terminate Sub-Developer’s account (and/or its Users’ accounts) with Bridge.
6. Notwithstanding subsection (2) above, Developer indemnifies Bridge for all actions and omissions of the Sub-Developer pursuant to Section 9.1.
7. In addition to any other Bridge Fees applicable, the Developer shall pay an additional 0.15% per payout for each Sub-Developer User Transaction.

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2.2. Bridge Responsibilities. Bridge will or will arrange for its Affiliates to: (a) pursuant to Section 6, license the Bridge API to Developer and provide secure access to the Bridge API environment, (b) provide commercially reasonable technical support to Developer regarding the Bridge API integration; (c) onboard Users to the Program in accordance with Bridge’s AML/CTF Compliance Program, and User eligibility criteria (including performing all identity verification required to receive the Bridge Services) consistent with with Applicable Law (“Onboarding Criteria”); (d) process and fulfill Orders in partnership with one or more Payment Service Providers; (e) purchase and sell Stablecoins and/or Digital Assets as Ordered via the Bridge API; (f) custody Stablecoins and/or Digital Assets as Ordered via the Bridge API; (f) maintain Transaction records; (g) provide commercially reasonable technical support to Developer related to the Bridge Services pursuant to methods and tools as specified by Bridge; and (h) monitor User compliance with Applicable Law, and the Bridge User Terms, as set out at https://www.bridge.xyz/legal. If Bridge provides to Developer a Prefunded Cryptocurrency Wallet as indicated in the Order Form, the Bridge User Terms shall govern the provision and usage of that Cryptocurrency Wallet. In addition to those terms, Developer agrees that (1) it will only use that Cryptocurrency Wallet to facilitate Transactions of Users, and (2) unless otherwise expressly agreed by Bridge, funds sent to and from this Cryptocurrency Wallet will be sent from and to Developer and not third parties.

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2.3. User Onboarding; Ownership of Business Relationship; User Termination. Bridge will exclusively establish, and may modify, the Onboarding Criteria in its sole discretion and in order to comply with Applicable Law. Bridge will only provide the Bridge Services to Users in jurisdictions where Bridge is authorized to provide the Bridge Services. Pursuant to Applicable Law, Bridge has a contractual relationship with each User that is independent from Developer’s contractual relationship with its Users; and as such, Bridge will maintain exclusive control over the actions Bridge takes with respect to a User’s use of the Bridge Services. Bridge may: (a) choose not to provide the Bridge Services to any prospective User for any reason, (b) refuse to process, suspend, or cancel Orders; and (c) terminate or suspend a User’s use of the Bridge Services at any time. Developer may instruct Bridge to terminate or suspend use of the Bridge Services with respect to any User, group of Users, or all Users: (aa) if such User that is the subject of an inquiry received by Developer from a Financial Institution or Regulatory Authority; (bb) if Developer has terminated or suspended the User’s use of the Developer Services; (cc) to prevent fraudulent or criminal activity, or reputational or financial loss to Developer; and (dd) for any other reason in Developer’s sole discretion. Regardless of whether Developer provides such instruction, Developer must inform Bridge promptly on the occurrence of circumstances giving rise to subsection (aa) if not otherwise prohibited by Applicable Law.

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2.4. Ownership of Bridge Data and Developer Data. (a) Bridge will own, administer, and control all Bridge Data. Except as set forth in Section 2.5(c). Neither the Developer, any Developer Third Party nor any of their respective Affiliates, will have proprietary rights to Bridge Data. Bridge authorizes the possession, use, disclosure, and retention of Bridge Data by Developer, each Developer Third Party and each of their respective Affiliates exclusively: (i) to enable Developer to fulfill its obligations under this Agreement, (ii) for internal fraud prevention purposes and to improve the Developer Platform, and (iii) to otherwise comply with Applicable Law. For the avoidance of doubt, Bridge Data is Bridge’s Confidential Information. 

(b) Developer will own, administer, and control all Developer Data. Except as set forth in Section 2.5(c). Neither Bridge, any Bridge Third Party nor any of their respective Affiliates, will have proprietary rights to Developer Data. Developer authorizes the possession, use, disclosure, and retention of Developer Data by Bridge, each Bridge Third Party and each of their respective Affiliates exclusively: (i) to enable Bridge to fulfill its obligations under this Agreement, (ii) for internal fraud prevention purposes, and to otherwise improve the Bridge Services; and (iii) to comply with Applicable Law. For the avoidance of doubt, Developer Data is Developer’s Confidential Information. 

(c) The Parties acknowledge that: (i) User Data provided to Bridge may be identical to, or may overlap with User Data provided to Developer; and (ii) each Party independently owns and controls any such identical or overlapping data pursuant to the Party’s respective end user agreements and privacy policies. Developer will obtain all necessary consents from Users to provide User Data to Bridge for the purposes of onboarding Users to the Bridge Services. Without limiting Developer’s rights regarding such User Data, User Data provided to Bridge by Developer will be deemed Bridge Data upon the creation of a Bridge Account for a User.

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2.5. User Support and Complaints; User Account Closure. (a) Developer will use the Bridge API to manage the investigation, administration and resolution of Transaction errors and all other User disputes or inquiries; and for all related User communications and recordkeeping. Developer is solely responsible for providing  direct support to Users related to the Bridge Services, and Bridge will only communicate with Users regarding such support if requested by Developer.

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(b) Developer will promptly report all Complaints that Developer receives regarding the Bridge Services from Users to Bridge, and Bridge will promptly report all Complaints Bridge receives from Users regarding the Developer Platform to Developer. 

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(c) If a User closes, or if Developer terminates the User’s Developer Account, Developer will promptly inform Bridge, and Bridge will, unless otherwise prohibited by Applicable Law: (i) complete all User Orders then in progress; (ii) block execution of any new Orders, and (iii) close the User’s Bridge Account upon confirmation of settlement of any outstanding Orders. 

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2.6. Supported Stablecoins, Digital Assets and Fiat Currencies. Bridge will exclusively control the list of Fiat Currencies, Stablecoins and Digital Assets available for purchase, sale, or Redemption by Users through the Bridge Services, and Bridge may add or remove Fiat Currencies, Stablecoins and Digital Assets from the approved list at any time for any reason. 

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ARTICLE 3

Financial terms

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3.1. Fees. Developer shall pay the fees (i.e., Bridge Transaction Fees and Third Party Fees) set forth in the Order Form to this Agreement. Third Party Fees include ACH ($0.50) and Wire ($10) and applicable gas fees.  A complete list of Third Party Fees is available upon request. If Bridge is unable to purchase or redeem an asset directly with an issuer, Bridge will pass through any costs - if any - incurred in order to facilitate purchase or sale for a Transaction (e.g., purchase or sale of a Digital Asset through the open market (via exchange, OTC, etc.).

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3.2. User Funds Settlement. Bridge will be solely responsible for coordinating settlement of Funds from and to Users in connection with Orders processed through the Bridge Services.

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3.3. Liability for Transaction Losses. Developer will be liable for all losses incurred by Bridge that arise out of, are caused by, or are related to: (a) loss or unauthorized use of the Bridge API keys provided to Developer, unauthorized access to or use - as applicable - of a User’s Developer Account, Connected Accounts, a User’s Digital Asset Account, or any other Security Breach caused by Developer, a Developer Third Party, the Financial Institution provider of a Connected Account, or a User; or (b) Developer’s negligence (including in its commercially reasonable diligence and continued monitoring of Users, including their potential for fraudulent transactions or intentional misconduct), fraudulent acts or intentional misconduct (“collectively, “Transaction Losses”); except that Developer will not be liable for Transaction Losses caused by Bridge, a Payment Service Provider, and any Bridge Third Party.

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3.4. Risk Reserve. If Developer wishes to allow Users to use reversible pay-in methods for Transactions, Bridge and Developer will agree upon a risk reserve prior to such methods being allowed for use to cover Transaction chargebacks and reversals.

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ARTICLE 4

Compliance with applicable law

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4.1. Compliance with Applicable Law. Each Party will comply, and will cause its respective Affiliates and any Service Providers to comply with Applicable Law in connection with the performance of each Party’s obligations under this agreement. Each Party will: (a) cooperate with the other Party to ensure that sufficient controls and procedures are in place to facilitate the procurement of necessary approvals for the Program from Payment Service Providers and Regulatory Authorities, if applicable; and (b) otherwise assist the other Party with fulfillment of such Party’s obligations under Applicable Law in connection with this agreement. Neither Party will require the other Party to perform any action that would cause the other Party to violate Applicable Law.

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4.2. AML/CTF Compliance. At all times during the Term, each Party will maintain an AML/CTF Compliance Program as required by Applicable Law and as applicable to the Party. If required by law, Developer will provide Bridge with a copy of its AML/CTF Compliance Program upon request. Each Party will share Program Data with the other Party as necessary for a Party to respond to any inquiries such Party may receive from Payment Service Providers and Regulatory Authorities or to otherwise comply with its obligations under by Applicable Law.

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4.3. Sanctioned Persons. If required by law, each Party will continuously monitor Users, and each Party will continuously monitor their respective Personnel, Affiliates and Service Providers, in each case, to determine whether any such Person is included on a Sanctions List.

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4.4. Recordkeeping and Compliance Requests. During the Term, each Party will develop, operate, administer and maintain accurate and individually identifiable files and records relating to the Developer Services and the Bridge Services, respectively, and performance of its obligations under this agreement; each in accordance with its record management policy and Applicable Law. Each Party will grant the other Party access to its files and records related to the Program pursuant to a request from a Payment Service Provider or any Regulatory Authority with jurisdiction over Developer or Bridge. 

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ARTICLE 5

Confidentiality and data security

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5.1. Confidentiality. (a) Each Party (a “Receiving Party”) will: (i) hold the other Party’s (the “Disclosing Party”) Confidential Information in strict confidence and will protect such Confidential Information from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition or access in accordance with Section 5.2; (ii) not disclose the Disclosing Party’s Confidential Information to any other Person, except as permitted in this agreement; (iii) make copies only as reasonably necessary to exercise their rights and perform their obligations under this agreement; (iv) not disclose or otherwise give access to the Disclosing Party’s Confidential Information to any employee, Affiliate, Service Provider, or agent that does not have a legitimate “need to know” such information for the performance of this agreement, and bind any such Person to enter into a written confidentiality agreement that contains terms equivalent to this Article 5; and (v) except as expressly permitted in this agreement, not use, copy or process the Disclosing Party’s Confidential Information for any purpose or in any manner not directly related to fulfillment of the Receiving Party’s obligations under this agreement. In no event will the disclosure of Confidential Information constitute the grant of any title, or any other ownership interest in such Confidential Information, whether express or implied, to the Receiving Party. 

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(b) Each Party may disclose the other Party’s Confidential Information if required to do so by a Regulatory Authority; except, the Receiving Party will: (i) give reasonable notice to the Disclosing Party prior to such occurrence to the extent permissible by Applicable Law and not otherwise prohibited by the Regulatory Authority, and (ii) limit disclosure of such information to the extent permissible by Applicable Law and in such a manner as if such information was the Receiving Party’s own Confidential Information; including by request for a protective order, confidential treatment, or such other legal or commercial protections as may be available and permissible under the circumstances; except that the Receiving Party’s obligation to provide notice to the Disclosing Party pursuant to Section 5.1(b)(i) will not apply in the event the Receiving Party is obligated to share the Disclosing Party’s Confidential Information with a Regulatory Authority in connection with required periodic examinations of the Receiving Party’s business operations by such Regulatory Authority. 

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(c) Subject to the requirements of Section 5.1(a)(iv) and Section 10.11, a Receiving Party may disclose the Disclosing Party’s Confidential Information to an Affiliate or Service Provider that is performing  any obligation of a Receiving Party under this Agreement; except the Receiving Party may disclose only the Confidential Information that is necessary for the Affiliate’s or Service Provider’s performance. For the avoidance of doubt, Confidential Information disclosed to or accessed by the Receiving Party’s Affiliates or Service Providers will remain the responsibility of the Receiving Party and constitute Confidential Information in the Receiving Party’s possession, custody or control for purposes of Section 5.1 and Section 5.2. 

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(d) Except as otherwise provided in this agreement, at any time or upon the termination of this agreement, the Receiving Party will, at the Disclosing Party’s discretion (i) return to the Disclosing Party all materials belonging to the Disclosing Party that constitutes the Disclosing Party’s Confidential Information, or (ii) securely destroy the Disclosing Party’s Confidential Information and provide the Disclosing Party a written certification signed by an authorized officer of the Receiving Party that all such information was destroyed. Notwithstanding, a Receiving Party may retain the other Party’s Confidential Information to the extent required to comply with Applicable Law; provided that each Party will continue to maintain the confidentiality of the other Party’s Confidential Information pursuant to the terms of this Section 5.1. 

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(e) If, during the Term, the Disclosing Party directs the Receiving Party to return or destroy certain Confidential Information in accordance with Section 5.1(d), then the Receiving Party will not be liable to the Disclosing Party for nonperformance of an obligation under this agreement to the extent the Receiving Party is not able to perform such obligation without access to and authorization to use such Confidential Information.

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5.2. Data Security. (a) Each Party will comply with all privacy and data protection laws applicable to its processing of Personal Data in connection with the performance of its obligations and exercise of its rights under this agreement. 

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(b) Each Party will employ administrative, physical, and technical safeguards designed to protect Confidential Information and Personal Data from unauthorized access, disclosure, and use or acquisition by an unauthorized person.  Such safeguards will be no less than those that the Party uses to secure its own Confidential Information and Personal Data of a similar nature.  Without limiting the foregoing, each Party will implement and maintain reasonable and appropriate measures to (i) protect the security, confidentiality, and integrity of the other Party’s Confidential Information within its possession, custody or control in accordance with Applicable Law, (ii) protect against any anticipated threats or hazards to the security or integrity of the other Party’s Confidential Information, and (iii) protect such Confidential Information from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition or access. Such measures will include (A) implementing and maintaining industry-standard security measures for data transmission and storage; (B) maintaining adequate physical security of all premises under its control in which data will be processed, maintained or stored; (C) only granting access to such data based on valid business need; (D) maintaining appropriate training of its employees on how to comply with its physical, technical, and administrative information security safeguards and confidentiality obligations under this agreement; and (E) maintaining an appropriate network security program, including encryption or other secure form, with respect to the Confidential Information. In no event will either Party take measures to protect the other Party’s Confidential Information that are any less rigorous than those measures such Party employs to protect its own Confidential Information. These safeguards will include policies for the disposal and destruction of such information.

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(c) The Parties agree that any Security Breach might cause immediate and irreparable harm to the Disclosing Party for which money damages might not constitute an adequate remedy.  In that event, the Receiving Party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Restricted Party will promptly (but in no event more than 48 hours after discovery of same) advise the Disclosing Party by telephone and in writing of any Security Breach and will take all steps at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy the Security Breach.

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ARTICLE 6

Intellectual property

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6.1. Bridge grants Developer a worldwide, non-exclusive, revocable, royalty-free, non-sublicenseable, and nontransferable license to use the  Bridge API, Bridge Services, and Bridge Platform solely in connection with the Program and solely to the extent such use is necessary for Developer to perform its obligations under this Agreement; including to display Bridge’s name, logo, or mark in connection with Bridge’s provision of the Bridge Services to Users and Users. Developer shall not modify, resell, repackage, re- or reverse engineer, embed or otherwise use the Bridge API, Bridge Services, and Bridge Platform in a manner not specifically allowed by the terms of this Agreement. Title to and ownership of Bridge’s IP will remain with Bridge. Developer grants Bridge and Bridge’s Affiliates, and Bridge Third Parties a worldwide, non-exclusive, revocable, royalty-free, non-sublicenseable, and non-transferable license to display Developer’s name, logo, or mark in connection with Bridge’s provision of the Services to Users, and as further set forth in Section 10.12 [Publicity]. If applicable, Developer represents and warrants that Bridge will be a third-party beneficiary of Developer’s license to use the name, logo, or marks of Developer’s Financial Institution partners in connection with the Program, but solely where such use is required to identify such Financial Institution pursuant to Applicable Law. The licenses granted in this Section 6.1 terminate immediately upon termination of this agreement or unless terminated earlier by Bridge or Developer.

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6.2. This agreement is not a work made-for-hire agreement regarding either Party.  Except for the express licenses granted in this Article 6, neither Party is granting or assigning to the other Party, its Service Providers, or its Affiliates any right, title, or interest, express or implied, in or to the other Party’s Intellectual Property, or the Intellectual Property of any third party to which a Party has been granted a license; and each Party reserves all rights in its Intellectual Property, and to the Intellectual Property rights granted to it by any third party. 

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6.3. In addition to and separate from the license granted in Section 6.1, to the extent that a Party, individually, or on behalf of a third party (individually and collectively, “Licensor”), provides any Intellectual Property to the other Party or to any of its Affiliates or Service Providers (individually and collectively, “Licensee”) in connection with their respective obligations under this agreement, Licensor grants Licensee a worldwide, non-exclusive, revocable, royalty-free, and non-transferable license to use such Licensor Intellectual Property during the Term, solely for the limited purpose of fulfilling Licensee’s obligations under this agreement and in accordance with the terms of this agreement. Licensee will not separately exploit the Licensor’s Intellectual Property for the benefit of any Person not related to Licensee’s obligations under this agreement.

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ARTICLE 7

Representations, warranties and covenants

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7.1. Mutual Representations and Warranties.  

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Each Party represents and warrants as of the Effective Date, that:

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(a) If it is an entity, it is a duly organized entity, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and it has full power and authority to carry on its business as conducted and to own and operate its properties and assets; If the Developer is an individual, it will use the Services only for commercial purposes and that limitations for the Services may apply;

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(b) It has all requisite power and authority to enter into, adopt, and perform all its obligations under this agreement; and the execution, adoption, and delivery of this agreement has been duly and validly authorized by all necessary corporate action on its part; and, upon execution and delivery, this agreement will constitute a legal, valid and binding obligation, enforceable against such Party in accordance with its terms;

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(c) Neither the execution, nor delivery, nor the performance by such Party to this agreement is in violation of any Applicable Law, such Party’s charter or by-laws, or any contract, order, judgment, memorandum of understanding or other instrument to which it is a party or by which it is bound; 

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(d) No statement or information contained in this agreement or any other document or statement furnished by or on behalf of a Party to the other Party for use in connection with this agreement, when taken as a whole, contains any untrue statement of a material fact or omits a material fact necessary to make the statement not misleading; and

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(e) It holds, and each of its Affiliates holds all licenses, permissions and authorizations necessary to conduct its business in each jurisdiction in which it operates where the failure to be so qualified would reasonably be expected to substantially limit the Party’s business as now conducted or proposed to be conducted; and the provision of the Developer Services and the Bridge Services, respectively, does not violate Applicable Law. 

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ARTICLE 8

Term and termination

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8.1. Term. The initial term of this agreement is set forth on the Order Form (the “Initial Term”), and will automatically extend for consecutive one-year renewal terms (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party provides written notice to the other Party 90 days prior to the end of the then-current Term of its intent not to renew. 

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8.2. Termination. (a) Mutual Termination Rights. Subject to Applicable Law, each Party may terminate this agreement: 

(i) if the other Party breaches a material term of this agreement and such breach remains uncured for 30 days after receipt of a notice of the breach and intent to terminate from the non-breaching Party; except that such termination may occur immediately if the breach cannot or is reasonably unlikely to be cured; or 

(ii) immediately if the other Party experiences an Insolvency Event; or 

(iii) as set forth in Section 10.14 (Force Majeure); or

(iv) upon 30 days’ notice to the other Party if: (A) the terminating Party reasonably believes that termination is required by Applicable Law; or (B) if the terminating Party is expressly required to do so by a Financial Institution or by the order of a Regulatory Authority having jurisdiction over the terminating Party; except that no prior notice will be required if such notice is prohibited by the applicable Regulatory Authority; or

(v) immediately if a Party fails to maintain its regulatory licenses or authorizations.

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(b) Bridge Termination Rights. In addition to the rights of termination provided in Section 8.2(a), Bridge may terminate this agreement (i) immediately upon a Change of Control of Developer; or (ii) for convenience upon 60 days’ notice to Developer.

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8.3. Wind-Down Period. Notwithstanding the expiration or termination of this agreement for any reason, for no less than three (3) months following such expiration or termination or such shorter time as determined by Bridge in its commercially reasonable discretion (“Wind-Down Period”): (a) Developer will continue to make the Bridge Services available to Users to permit Bridge to complete any outstanding Orders in an orderly fashion; and (b) each Party will continue to cooperate to address any Complaints. Bridge will not process any new Orders or onboard any new Users during the Wind-Down Period.

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8.4. Payment Obligations. Regardless of the exercise by either Party of its rights under Section 8.2, no termination of this agreement will relieve either Party of its liability for (a) the payment or performance of any obligation accrued prior to the termination date or termination of any Wind-Down Period, and (b) any indemnification obligation arising under Article 9, whether or not the Indemnifying Party has received notice of such indemnification claim prior to the termination date or termination of any Wind-Down Period.

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ARTICLE 9

Indemnification and limitation of liability

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9.1. Indemnification. (a) Bridge will indemnify Developer and its Personnel (the ”Developer Indemnified Parties”) from and against any Losses incurred in any Third-Party Claim against a Developer Indemnified Party that were caused or incurred by, resulted from, arose out of or were related to: (i) Bridge’s breach of its obligations under this agreement, an agreement with a Payment Service Provider or a Bridge User Agreement; (ii) actual or alleged infringement, violation, or misappropriation of a third party’s Intellectual Property or proprietary rights by Bridge or a Bridge Third Party; (iii) Bridge’s gross negligence, fraud, or intentional misconduct; (iv) a Security Breach caused by Bridge or a Bridge Third Party; or (v) Bridge’s or a Bridge Third Party’s violation of Applicable Law.

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(b) Developer will indemnify Bridge, its Affiliates and their respective Personnel (the ”Bridge Indemnified Parties”) from and against any Losses incurred in any Third-Party Claim against an Bridge Indemnified Party that were caused or incurred by, resulted from, arose out of, or were related to: (i) Developer’s breach of its obligations under this agreement, any Developer Agreement, or any agreement with Developer’s Financial Institution partners; (ii) actual or alleged infringement, violation, or misappropriation of a third party’s Intellectual Property or proprietary rights by Developer or a Developer Third Party; (iii) Developer’s gross negligence, fraud, or intentional misconduct; or (iv) Developer’s, or a Developer Third Party’s violation of Applicable Law. 

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9.2. Notice. If a Party receives notice of a Third-Party Claim for which it is owed an indemnification obligation (such Party, the “Indemnified Party”), the Indemnified Party will notify the other Party (the “Indemnifying Party”) in writing no later than 15 days after receipt by the Indemnified Party in the event a Third-Party Claim has commenced, or 30 days under all other circumstances (including, if possible, the amount or estimate of the amount of liability arising from the Third-Party Claim). A failure of the Indemnified Party to provide notice will only relieve the Indemnifying Party’s obligation to indemnify to the extent such failure causes material prejudice. For the purposes of this provision, a Third-Party Claim has commenced once any pre-action protocol, alternative claim, or any other claim has been filed with a third-party tribunal, arbitration body, court, or other similar body. 

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9.3. Right to Defend; Coordination of Defense. The Parties will cooperate in good faith to coordinate the defense of any Third-Party Claim that may give rise to indemnification obligations of either or both Parties. 

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9.4. Settlement.  The Indemnifying Party may compromise or enter into a settlement agreement that involves solely the payment of money by the Indemnifying Party and does not involve an admission of wrongdoing, if (a) such settlement includes a complete, unconditional, irrevocable release of the Indemnified Party with respect to such claim; and (b) such settlement is not likely, in the reasonable judgment of the Indemnified Party, to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party. Other than as specified in this Section 9.4, the Indemnifying Party will not settle any claim on behalf or, or otherwise enter into an agreement binding on, the Indemnified Party without the prior written consent of the Indemnified Party.

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9.5. Limitation of Liability. (a) Indirect Losses. Except as set forth in Section 9.5(c), neither Party will be liable to the other Party, whether in contract, tort, equity or otherwise, for any indirect, incidental, consequential, special, punitive or exemplary Losses, lost profits or lost revenues (even if such Losses are foreseeable, and regardless of whether a Party has been advised of the possibility of such Losses) resulting from, arising out of, caused or incurred by, or related to each Party’s performance of its obligations under this agreement.

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(b) Direct Losses. Except as set forth in Section 9.5(c), in no event will either Party’s cumulative liability to the other Party for direct Losses exceed the Bridge Transaction Fees earned by Bridge during the 12 months preceding the date on which the claim for Losses was made.

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(c) Exclusions. The limitations on each Party’s liability set forth in Section 9.5(a) and Section 9.5(b) will not apply to: (i) a Party’s liability for Transaction Losses set forth in Section 3.3 or any payment obligation due to the other Party or a User arising out of this agreement; (ii) a Party’s obligations under Section 9.1 [Indemnification]; except that a Party’s maximum cumulative liability for Losses caused or incurred by, resulting from, arising out of, or related to: (A) actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; and (B) a breach of any obligations under Section 5.1 [Confidentiality and Data Security], will be three times the Bridge Transaction Fees earned by Bridge during the 12 months preceding the date on which the claim for Losses was made.

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(d) Nothing in this Section 9.5 excludes or limits either Party's liability where such limitation is prohibited by Applicable Law.

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9.6. DISCLAIMER; NO WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BRIDGE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE BRIDGE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE; TITLE TO AND NON-INFRINGEMENT OF ANY TECHNOLOGY OR INTELLECTUAL PROPERTY PROVIDED TO OR USED BY DEVELOPER, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, BRIDGE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE BRIDGE SERVICES, OR THE SERVICES OF A PAYMENT SERVICE PROVIDER OR ANY THIRD PARTY PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT SUCH SERVICES WILL BE COMPATIBLE WITH, OR OPERATE IN, ANY COMPUTER OPERATING SYSTEM, NETWORK OR SYSTEM CONFIGURATION, OR ANY OTHER ENVIRONMENT.

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ARTICLE 10

Additional legal terms

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10.1. Expenses. Except as otherwise specifically provided in this agreement, each Party will be responsible for payment of any Expenses it incurs in performance of its obligations under this agreement.

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10.2. Notices. The Parties will deliver all notices, demands and other communications via electronic mail and in writing (both of which will constitute notice) to the email addresses set forth on the Order Form.

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10.3. Complaints and Litigation. Each Party will promptly provide the other Party with copies of any formal proceedings, investigations, subpoenas, or lawsuits it receives from a User or a Regulatory Authority, or any other third party relating to the Program, unless disclosure is prohibited by Applicable Law. 

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10.4. Third-Party Beneficiaries. This agreement does not benefit or create any right or cause of action in or on behalf of any Person other than Developer and Bridge. Users have no rights or obligations under this agreement.

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10.5. Independent Contractors.  This agreement does not set up or create an employer/employee relationship, partnership of any kind, joint venture,  agency or trust between the Parties. Rather, each Party is an independent contractor with respect to the other Party for all purposes related to this agreement.

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10.6. Assignment. This agreement and the rights, privileges, duties and obligations of the Parties in this agreement may not be assigned or delegated by either Party without the prior written consent of the other Party; except that no consent will be required for assignment by either Party of its rights and privileges under this agreement to an Affiliate, by operation of law, or pursuant to any purchase of all or substantially all of a Party’s assets or to any successor by way of merger, consolidation or similar transaction. Unless otherwise agreed in writing, assignment will not relieve the assigning Party of its duties or obligations under this agreement.

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10.7. Modifications; Waivers. Bridge reserves the right to make changes to these Terms of Service at any time (for the avoidance of doubt, not the Order Form, any modification of which must be agreed pursuant to an instrument in writing signed by the Parties). If Bridge makes changes, Bridge will post the amended terms in the Bridge Platform. Bridge may also notify you by sending an email to an address on file in the Bridge Platform. Unless Bridge says otherwise in its notice, the amended Terms of Service will be effective immediately. Developer is responsible for reviewing these Terms of Service each time it accesses or uses the Services. Developer’s continued access to and use of the Services means Developer has consented to any such changes. A Party’s waiver of any breach of this agreement by the other Party will not operate or be construed as the waiver of the same or any other similar breach on a subsequent occasion, nor will any delay in exercising any right, power or privilege granted by this agreement constitute such a waiver.

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10.8. Counterparts; Delivery. This agreement may be executed in any number of counterparts, all of which taken together will constitute one document. The Parties may deliver executed counterparts of this agreement by electronic means.

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10.9. Governing Law and Venue. Unless prohibited by a Regulatory Authority, any dispute, controversy or claim resulting from a Party’s rights and obligations under this agreement, whether in contract, tort, equity or otherwise, and including any question regarding its existence, validity, construction or termination, will be governed by, construed, interpreted, and enforced in accordance with the laws of the state of New York; and subject to Section 10.13, will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York.

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10.10. Entire Agreement. This agreement (together with all documents referred to within it) embodies the entire understanding of the Parties and supersedes and extinguishes in their entirety all prior communication, correspondence, and instruments, including any non-disclosure or confidentiality agreements, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the subject matter of this agreement. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

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10.11. Right to Subcontract. Subject to the restrictions set forth in Article 5, Bridge  may engage one or more Service Providers to perform Bridge’s obligations under this agreement. Bridge will only retain a Service Provider that Bridge reasonably can expect to be suitable and capable of performing the delegated obligations in accordance with this agreement. 

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10.12. Publicity. (a) Developer agrees to: (a) issue a joint press release with Bridge describing its use of the Bridge Services within 30 days after the Effective Date, (b) be featured as a “use case” on Bridge’s website, (c) serve as a reference client for other prospective customers of Bridge; (d) allow Bridge to mention (on Bridge’s website and in other commercially forms of communication) Developer as a customer of Bridge and use Developer’s logo in noting the same; and (e) participate in any other mutually agreed promotional activities related to the Bridge Services.

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(b) Except as set forth in Section 10.12(a), neither Party will refer to the other Party in any public statements, announcements, or other publicity related to this agreement, without the prior written consent of such other Party, which consent may be withheld in such other Party’s sole discretion. Each Party will obtain the written consent of the other Party (including consent from any third parties if required from such Party, which each Party will coordinate on behalf of the other Party) prior to using or referring to the IP of the other Party, or any third party, if applicable, in any medium or context.

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10.13. Dispute Resolution.  The Parties will resolve any Disputes in good faith and in a timely manner by mutual consultation among the designated representatives of each Party. If a Dispute remains unresolved for more than 60 days, either Party may escalate the Dispute for resolution by senior executives from each Party. Except for any Dispute principally related to either Party’s rights and obligations under Article 5 (Confidentiality and Data Security), Article 6 (Intellectual Property), or Section 9.1 (Indemnification), which the Parties will resolve in litigation before the United States District Court for the Southern District of New York, each Dispute not resolved by the Parties by mutual consultation will be determined by arbitration in New York, New York before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) including, if appropriate, the Procedures for Large, Complex Commercial Disputes. There will be one arbitrator agreed to by the Parties within 20 days of receipt by the respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. If AAA is no longer in business or refuses or declines to administer any Dispute between the Parties brought before it, either Party may petition the United States District Court for the Southern District of New York to appoint the arbitrator. Nothing in this Section 10.13 will preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties acknowledge that this agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this agreement. Either Party may commence arbitration by providing to AAA and the other Party to the Dispute a written demand for arbitration, setting forth the subject of the Dispute and the relief requested. The existence of a Dispute and the observance by the Parties of the Dispute resolution procedures in this Section 10.13 will not: (a) excuse any Party from continuing to perform its obligations under this agreement; or (b) suspend any obligation to pay any amount otherwise due and payable under this agreement unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in this agreement affects the right of a Party to institute proceedings to seek urgent injunctive or declaratory relief in respect of a Dispute or any matter arising under this agreement. If any Dispute leads to an arbitration or other legal proceeding to resolve such Dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. Except as may be required by Applicable Law, all arbitration proceedings will be subject to Section 5.1, and neither a Party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both Parties, unless to protect or pursue a legal right.

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10.14. Force Majeure. Neither Party will be liable for delay or failure to perform, in whole or in part, any of its duties under this agreement due to factors beyond its reasonable control, including lack or failure of raw materials, strike, lockout or other labor disturbance, sabotage, terrorism, acts of war or other armed conflict, earthquake, storm, fire, electrical supply or telecommunications failure (each, a “Force Majeure Event”); except that this Section 10.14 will not: (a) serve to limit a Party’s obligations to pay any amounts owed to the other Party under this agreement, or (b) limit the right of any Party to this agreement to make any claim against third parties for any damages suffered due to any such event. If a Force Majeure Event persists for more than 30 days (or 10 days in the case of a Force Majeure Event impacting a Party’s payment obligations) from the date on which a Party has notified the other Party of such Force Majeure Event, the Party not suffering such Force Majeure Event will have the right to terminate this agreement at any time following the expiration of such period.

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10.15. Taxes. All amounts stated in this agreement are exclusive of applicable national, state, or local sales, or use taxes, goods and services taxes, value added taxes, consumptions taxes, and any other applicable taxes on fees or services that Developer or User is legally obligated to charge (“Taxes”). Each Party is responsible for payment of taxes (including interest and penalties) on its own income, revenue taxes and all other taxes owed by a Party under Applicable Law. 

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10.16. Remedies Cumulative. The Parties do not intend the rights conferred upon the Parties to this agreement to be exclusive of each other or of any other rights and remedies of both Parties under this agreement, under Applicable Law, or in equity. Rather, each and every right of both Parties to this agreement, under Applicable Law, or in equity is cumulative and concurrent and in addition to all other rights of the Parties.

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10.17. Survival. The sections of this agreement that expressly state they survive the termination or expiration of this agreement (or which must survive to give effect to their intent and meaning) will survive such termination or expiration, including the provisions of Sections 2.4 and 2.5, Articles 4, 5, 6, and 7; Section 8.3, Article 9, and this Article 10.

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10.18. Severability. If any provision of this agreement, or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and the Parties expressly authorize any court of competent jurisdiction to modify any such provision so that such provision will be enforced by such court to the fullest extent permitted by Applicable Law.

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10.19. Further Assurances. Each Party will from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give full effect to the purpose and provisions of this agreement.

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SCHEDULE 1

Definitions and rules of construction; interpretation

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“Active Wallet” means a Cryptocurrency Wallet provided to a User as part of the Bridge Services that contains a balance greater than $1.00 or had a transaction in that month. 

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“Annual Compliance Fee” is billed the first time any entity or individual that initiates at least one Transaction or compliance activity with Bridge during a given 12-month period.

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“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party from time to time. For the purpose of this definition, the term “control” (including with correlative meanings, the terms controlling, controlled by and under common control with) means the power to direct the management or policies of such Person, directly or indirectly, through the ownership of 25% or more of a class of voting securities of such Person.

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“AML/CTF Compliance Program” means a Party’s anti-money laundering and counter-terrorist financing policies and procedures.

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“Applicable Law” means laws (constitutional, statutory, case, common, code), regulations, directives and orders of any domestic (federal, state or local) or foreign governmental or regulatory authority, releases and guidance from any regulatory authority and decrees of all courts, tribunals and arbitrators, whether existing now or subsequent to the Effective Date. The foregoing are “applicable” to a Party if they are binding on or apply to either Party or if they relate to the Developer Platform or Bridge Services.

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“Bridge Account” means the Developer-branded Order submission interface and Transaction ledger provided by Bridge to Users.

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“Bridge Data” means User Data provided to Bridge by a User, Transaction Data, User identifiers, underwriting data, service information, Stablecoin and Digital Asset pricing data, Bridge Transaction Fee pricing, and all other information collected or generated by Bridge in connection with a User’s use of the Bridge Platform. Bridge Data is Bridge’s Confidential Information.

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“Bridge IP” means all intellectual property rights of Bridge, whether registered or unregistered of Bridge or any Affiliate or subsidiary of Bridge, that are recognized in any jurisdiction of the world, including such rights in patents, utility models, trademarks and tradenames, copyrights, trade secrets, and domain names (and any registrations of or applications to register any of the foregoing), including the Bridge API, Bridge Services, and Bridge Platform.

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“Bridge User Agreement” means the terms and conditions applicable to use of the Bridge Services by Users located at Bridge.xyz and includes the Bridge Privacy Policy located at Bridge.xyz.

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“Bridge Third Party” means any service provider, partner, subcontractor, agent, representative, or consultant to whom Bridge assigns any of its obligations under this agreement.

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"Burn” means the process by which a Service Provider or Financial Institution exchanges Stablecoins for an equivalent amount of Fiat Currency pursuant to a User’s Order and permanently removes the Stablecoins from circulation on a Protocol.

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“Burn Contract” means the Digital Asset Account to which Bridge transmits Stablecoins on behalf of the Issuer upon Redemption by a User.

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“Business Day” means Monday through Friday, excluding bank and public holidays in the United States.

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“Change of Control” means (i) a transaction or series of related transactions in which any Person or Persons becomes the beneficial owner, directly or indirectly, of 25% or more of the outstanding Equity Interests of Developer or Developer’s parent entity; (ii) any reorganization, merger or consolidation of Developer or Developer’s parent entity, other than a transaction or series of related transactions in which the holders of the voting securities of Developer or Developer’s parent entity outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of Developer or Developer’s parent entity or such other surviving or resulting entity; (iii) a sale, lease or other disposition of all or substantially all of the assets of any of the Developer Parties or Developer’s parent entity; or (iv) if applicable, any instance where Developer’s parent entity ceases to own and control, of record and beneficially, 100% of each class of outstanding Equity Interests of any of the Developer Parties.

“Confidential Information” means any non-public data or information, oral or written (electronic, digital, or otherwise), that relates to a Party’s or its Affiliates’ (or, if a Party is bound to protect the confidentiality of any third party’s information, such third party’s) business (including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), technology, finances, Users, plans, product developments, unannounced products and services, forecasts, strategies, the terms of this agreement, or other information). Confidential Information does not include information: (i) already known to the receiving Party prior to Effective Date, as established by documentary evidence; (ii) in or has entered the public domain through no breach of this agreement or other wrongful act of the Receiving Party; (iii) that has been rightfully received by the Receiving Party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the information; (iv) that has been approved for release by written authorization of the owner of the information; or, (v) that has been independently developed by a Party without access to or use of the Confidential Information of the other Party. In any dispute with respect to these exclusions, the burden of proof will be on the Receiving Party to show that the exclusion applies.

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“Cryptocurrency Wallet” has the meaning set forth in the Bridge User Terms.

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“Developer Third Party” means any service provider, partner, subcontractor, agent, representative, or consultant to whom Developer assigns any of its obligations under this agreement. 

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“Complaint” means an oral or written statement or inquiry from a User, or his or her representatives regarding the Developer Services or the Bridge Services, but does not include: (a) general information requests; (b) Transaction data requests; or (c) any communication that a reasonable Person would conclude from the facts does not indicate dissatisfaction with, or a concern regarding the User’s use of the Developer Services or the Bridge Services on the part of the Person submitting such communication.

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“Connected Account” means a Fiat Currency bank account or other financial account, or Digital Asset Account used by a User to purchase Stablecoins or other Digital Assets, or to receive payment for the redemption of Stablecoins or the sale of Digital Assets.

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“Cryptocurrency” (also referred to as “virtual currency,” “digital currency”) means a digital representation of value that is based on a peer-to-peer cryptographic protocol that can be digitally traded and functions as: (a) a medium of exchange; or (b) a unit of account; or (c) a store of value, but does not have legal tender status and is not issued or guaranteed by any government. 

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“Denied Persons List” means the list of banned persons maintained by OFAC with whom no United States Person may engage in any financial or commercial transactions.

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“Developer Agreement” means each agreement or series of agreements between Developer and Users to permit Users to use the Developer Platform.

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“Developer Data” means a User identifier, name, payment method, address, e-mail, personal information, Developer Account information, and all other information generated or collected by Developer in connection with a User’s use of the Developer Platform. Developer Data is Developer’s Confidential Information. 

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“Digital Asset” means any Cryptocurrency, Stablecoin, digital commodity, or other digital token or asset that is a digital representation of value or ownership based on (or built on top of) a Protocol.

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“Digital Asset Account” means an account compatible with one or more Protocols used to store Digital Assets that is either: (a) provided by a financial institution that custodies the Digital Assets on behalf of the User and that controls the Private Key to the account, (b) the creation of which was facilitated by a third-party service provider on behalf of a User, but to which only the User or group of Users controls the Private Key; or (c) created by a User using open-source software tools to which the User or a group of Users controls the Private Key.

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“Digital Contract” means a software program deployed on a Protocol that is intended to automatically execute, control or document events and actions according to the terms of a contract, agreement or other obligation between Persons, groups, or other software programs on such Protocol.  

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“Dispute” means a dispute, claim or controversy arising out of or in connection with this agreement, including any question regarding its existence, validity, construction or termination. 

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“Equity Interests" means, with respect to any entity, all of the shares of capital stock of (or other ownership or profit interests in) such entity, all of the warrants, options or other rights for the purchase or acquisition from such entity of shares of capital stock of (or other ownership or profit interests in) such entity, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such entity or warrants, rights or options for the purchase or acquisition from such entity of such shares (or such other interests), and all of the other ownership or profit interests in such entity (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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“Expenses” means all costs and expenses incurred by a Party, their Affiliates and Service Providers in connection with negotiation and execution of, and performance of its obligations under, this agreement, including all documented, out-of-pocket attorneys’ fees, accounting fees and other related expenses.

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“Fiat Currency” means money issued by a Regulatory Authority that is accepted as legal tender for payment in the jurisdiction of such Regulatory Authority. 

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“Financial Institution” means a U.S. federal- or state-chartered bank or trust company, or any Person licensed by a Regulatory Authority in one or more U.S. states to provide money transmission services.  

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“Funds” means the Fiat Currency, Stablecoins, or the Digital Assets used to fulfill an Order.

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“Insolvency Event” means a set of circumstances pursuant to which a Party: (a) is unable to perform under this agreement and becomes or is declared insolvent, is unable to pay its debts as they fall due or admits inability to pay its debts, or is the subject of any liquidation or insolvency proceedings, including the appointment of a receiver or similar officer for such Party; (b) makes an assignment for the benefit of all or substantially all its creditors; (c) enters into an agreement for the composition, extension, or readjustment of all or substantially all its debts or obligations; or (d) files a voluntary bankruptcy or insolvency petition, application or order, or has an involuntary bankruptcy or insolvency petition, application or order filed against it and such involuntary petition is not dismissed within 60 days of the petition's filing. 

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“Intellectual Property” or “IP” means a Party’s rights in all original, divisional, continuation, continuation-in-part, extensions, foreign applications, utility models and re-issues of patents; patent applications; copyrights, copyright applications and registrations, trade secrets, service marks, trademarks, trademark applications; moral rights and all other proprietary and intellectual property rights.

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“Issuer” means a Financial Institution, or a Service Provider on behalf of a Financial Institution with the authority to Mint and Burn Stablecoins issued on a Protocol.

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“Loss” means all monetary losses, claims, damages, liabilities, costs, charges, reasonable documented, out-of-pocket attorneys’ fees, judgments, fines, expenses, amounts paid in settlement, Expenses, and all other financial liabilities of every nature, kind, and description regardless of the nature of the claim, form of action or legal theory.

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“Mint” means the process by which an Issuer generates and distributes newly-created Stablecoins on a Protocol pursuant to the deposit of an equivalent amount of Fiat Currency in a Fiat Currency account owned or controlled by the Issuer.

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“Mint Contract” means the Digital Contract used by an Issuer to issue Stablecoins.

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“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Order” means a request received by Bridge from a User to purchase, sell or Redeem Stablecoins or other Digital Assets.

“Order Amount” means the amount a User pays to Bridge for the purchase, exchange, sale or redemption of Stablecoins and other Digital Assets; including Bridge Transaction Fees, applicable taxes, and any other applicable charges.

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“Payment Service Provider” means a Financial Institution or other Service Provider engaged by Bridge to facilitate payment of Fiat Currency, Stablecoins, and other Digital Assets to and from Users in connection with the use of the Bridge Services.

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“Person” means a natural person, company, partnership, sole proprietorship, joint venture, incorporated or unincorporated entity, or any other form of entity, with or without a separate legal personality.

“Personal Data” means (a) any information in paper, electronic or any other form, format or media (i) relating to an identified or identifiable individual; (ii) that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household; (b) “Nonpublic Personal Data” as defined under the Gramm-Leach-Bliley Act (15 U.S.C. §6801 et seq.), the California Consumer Privacy Act of 2018 (Cal. Civ. Code §§ 1798.100–1798.199), and under the General Data Protection Regulation 2016/679, as applicable; and (c) any other information of a non-public personal nature protected under Applicable Law.

“Personnel” means an entity’s officers, employees, agents, representatives and contractors, and all other persons performing duties on behalf of such entity. 

“Prefunded Cryptocurrency Wallet” is a Cryptocurrency Wallet provided by Bridge or an Affiliate of Bridge, funded solely by the Developer or an Affiliate of Developer, used solely for the purpose of facilitating User Transactions.

“Program Data” means all data generated by the Parties in connection with the Program.

“Protocol” means a set of software rules and accompanying software tools that govern the creation, transmission, custody, use, and exchange of Digital Assets, and the creation and use of Digital Asset Accounts, Digital Asset Contracts, and related activities on a peer-to-peer, cryptographic computer network.

“Redemption” or “Redeem” means delivery by the holder of Stablecoins to an Issuer and payment of an equivalent amount of Fiat Currency minus any fees charged by the Issuer, concurrent with the Burn of the Stablecoins by the Issuer. 

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“Refund” means the reversal of an Order by Bridge pursuant to a request from a User, and the full or partial return of the amount paid by the User in relation to such Order to the User’s Connected Account or Digital Asset Account.

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“Regulatory Authority” means any of the following with apparent authority that asserts such apparent authority over this agreement or either Party: (a) a country, state, county, city, town, borough, village, district or other jurisdiction; (b) a federal, state, local, municipal, non-United States or other government; (c) a governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity); (d) a multinational organization or body; (e) a body exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including a self-regulatory body; or (f) an official of any of the entities listed in this paragraph.

“Sanctions Lists” means the Denied Persons List, and any other list of sanctioned, banned, embargoed or politically exposed Persons lists, of designated regions, entities and persons, maintained by a Regulatory Authority with jurisdiction over a Party or its Affiliates.

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“Security Breach” means (a) any act or omission that materially compromises either the security, confidentiality or integrity of User Data or a Party’s Confidential Information or the physical, technical, administrative or organizational safeguards put in place by a Party or a Service Provider to ensure the security, confidentiality or integrity of such User Data or Confidential Information; or (b) receipt of a Complaint in relation to the privacy and data security practices of a party or Service Provider of a breach or alleged breach of this agreement relating to such privacy and data security practices.

“Service Provider” means any Person that provides services to a Party related to that Party’s performance under this Agreement. 

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“Services” has the meaning as defined in the Order Form.

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“Stablecoin” means a type of Digital Asset Minted by an Issuer on a Protocol and denominated in one or more Fiat Currencies that represents a claim on an equivalent amount of Fiat Currency deposited in a bank account owned or controlled by the Issuer, which such Digital Asset may be Redeemed by any holder of the Digital Asset for an equivalent amount of Fiat Currency from the Issuer upon Burning of the Digital Asset by the Issuer.

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“Third-Party Claim” means any actual or threatened lawsuit, claim (including counter or cross-claim), assertion, event, condition, investigation or proceeding by any Person that is not a Party to this agreement (including Regulatory Authorities) asserted against an Indemnified Party.

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“Transaction” means any Order, Refund, or any other transaction initiated by a User or by Bridge through the Bridge Services. 

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“Transaction Data” means the Order Amount, Bridge Transaction Fee amounts, applicable taxes, the Fiat Currency, Stablecoin, or Digital Asset that is the subject of an Order, the Transaction time and date stamp, the User name and ID, and all other information regarding a Transaction generated by the Bridge Platform and that is required to process a Transaction.

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“U.S.” means the United States of America.

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Rules of construction; interpretation

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As used in this agreement: (a) all references to a plural form of a term include the singular form (and vice versa); (b)  the terms “include” and “including” are meant to be illustrative and not exclusive, and will be deemed to mean “include without limitation” “including, but not limited to”, or “including without limitation;” (c) the word “or” is both conjunctive and disjunctive; (d) the word “and” is conjunctive only; (e) references to “days” mean calendar days unless otherwise indicated through the use of the phrase “Business Day”; (f) unless the context clearly and unmistakably requires otherwise: (i) terms such as ‘party A will take action X’ mean that party A is required and has a current commitment to take action X; (ii) likewise, terms such as ‘party B will not take action Z’ means that party B is prohibited from taking action Z; and (g) any reference made in this agreement to a statute or statutory provision means such statute or statutory provision as it has been amended through the date as of which the particular portion of this agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision referred to in this agreement, and to any then-applicable rules or regulations, unless otherwise stated in this agreement.

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Issuance terms

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If “Issuance Services” is indicated as provided in the Order Form, the following terms are incorporated into the Agreement or amended, as applicable:

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1. As part of the Services, as indicated in the Order Form, Bridge will cause either USDB and/or the Custom Stablecoin (as defined below) to be issued and redeemed, which USDB and/or the Custom Stablecoin will be available for purchase and sale accordingly, from and to Bridge via the Bridge API under the terms of the Agreement (such issuance and other services as set forth herein being referred to as the “Issuance Services”) by Users (or Developer, as a User). “USDB” is a US dollar backed stablecoin, branded and structured by Bridge and its Affiliates. The “Custom Stablecoin” is a US dollar backed stablecoin, branded and structured by mutual agreement of the Parties. USDB and the Custom Stablecoin (as applicable are referred to collectively as the “Bridge Stablecoins”). 

2. Bridge Stablecoins will not be directly issued to or redeemed by Users or the Developer. Developer may elect to facilitate pre-minting of Bridge Stablecoins subject to mutual agreement of the Parties.

3. Bridge may terminate this Agreement upon written notice if the Developer breaches any term of this Addendum.

4. The reserves backing Bridge Stablecoins will be managed consistent with prudent industry practice and in compliance with all Applicable Law. The Bridge API will include the ability to periodically monitor Bridge Stablecoin reserves and monitor the number of outstanding Bridge Stablecoins. 

5. Subsequent to the commencement of commercial operations of the Elected Stablecoins, (a) Developer has the right to independently audit the Elected Stablecoins on a commercially reasonable basis once per calendar year upon prior written notice to Bridge or upon Bridge’s breach of any term of this Agreement or Developer’s commercially reasonable belief of the same, and (b) Bridge has the right to independently audit the Bridge Stablecoin Program on a commercially reasonable basis once per calendar year upon prior written notice to Developer or upon Developer’s breach of any term of this Agreement or Bridge’s commercially reasonable belief of the same.

6. After Bridge collects and sets-off (at Bridge’s sole discretion) all applicable fees under this Agreement against any earnings generated from Bridge Stablecoin reserves, the remaining earnings (the “Marketing Fee”) will be distributed to the Developer as reasonably requested by Developer. Developer may elect to use the Marketing Fee in its sole discretion so long as such distribution or use is in compliance with Applicable Law (including with respect to US and EU securities laws) and the other terms of the Agreement (including this Addendum), and will fully indemnify Bridge pursuant to Section 9.1(b) of this Agreement with respect to the same. Notwithstanding the above, in all cases the Marketing Fee must be distributed to the general funds of Developer and not directly distributed to Users. If Developer elects to reward or otherwise incentivize Users to purchase or hold the Bridge Stablecoins, Developer will provide Bridge with 90 days prior written notice of any such reward or incentive or any change thereto. Upon receipt of such notice, Bridge may prohibit Developer from making such reward or incentive at Bridge’s sole discretion.  Developer cannot pay such reward or incentive in an amount greater than 80% of the Marketing Fee and can adjust such reward or incentive no more than 4 times per calendar year. Payment of such reward or incentive cannot be dependent on receipt of the Marketing Fee from Bridge. If the reward or incentive paid to the User is related to holding the Bridge Stablecoin, that reward or incentive must be tied to holding the Bridge Stablecoin on the Developer Platform as opposed to merely holding or owning the Bridge Stablecoin. Developer will not grant or purport to grant any claim on any interest or returns from the reserves backing the Stablecoin or the Marketing Fee.

7. Developer will not seek or otherwise facilitate the listing of USDB on any digital asset or similar exchange (centralized or decentralized). 

8. Developer will not seek or otherwise facilitate the listing of the Customer Stablecoin on any digital asset or similar exchange (centralized or decentralized) on any digital asset or similar exchange (centralized or decentralized) without 90 days prior written notice to Bridge. Upon receipt of such notice, Bridge may prohibit Developer from such facilitation at Bridge’s sole discretion. If Developer does seek or otherwise facilitate such listing, such exchange must (a) have all required licenses, registrations or similar authorizations to operate in compliance with and under all Applicable Law, and (b) have and operate an AML/CFT Compliance Program consistent with the requirements of all Applicable Law, and Developer will fully indemnify Bridge with respect to any such listing pursuant to Section 9.1(b) of this Agreement.

9. Developer is solely responsible for implementation of any Developer on- or off-chain functionality with respect to or other use of the Bridge Stablecoin (collectively, the “Bridge Stablecoin Program”) and will do so in compliance with all Applicable Law (including all laws relating to AML/CFT compliance), including all third party actions or omissions with respect to the same functionality, and will fully indemnify Bridge with respect to the all of the above pursuant to Section 9.1(b) of this Agreement. The Bridge Stablecoin Program will not include or otherwise facilitate any activities on the Prohibited Activities List. 

10. Developer will not modify (and will not allow or facilitate any third party to modify), via smart contract or other means, the Bridge Stablecoin or create any wrapped or similarly derivative asset of the Bridge Stablecoin. Developer will not (and will not allow or facilitate any third party to) take any action with respect to the Bridge Stablecoin that is inconsistent with the intent of any regulatory approvals or other Applicable Law regarding the Bridge Stablecoin. If notwithstanding the restrictions of this Section 8 Developer undertakes such actions, Developer will fully indemnify Bridge pursuant to Section 9.1(b) of this Agreement with respect to any such action taken.

11. If Developer markets or otherwise advertises the Bridge Stablecoin or the Bridge Stablecoin Program, Developer will provide Bridge with 90 days prior written notice of the same, including a copy of such marketing/advertising. Upon receipt of such notice, Bridge may prohibit Developer from making such marketing and advertising at Bridge’s sole discretion. All such marketing and advertising shall be compliant with Applicable Law (including UDAAP requirements and US and EU securities laws). Consistent with Applicable Law and the Bridge Stablecoin’s intended use as a method of payment, such marketing and advertising shall not make any reference to “yield”, “interest”, “return”, “investment”, “security,” or “savings”, state or imply that the Bridge Stablecoin has a value other than 1 U.S. Dollar, state or imply that any profit should be reasonably expected from purchasing the Bridge Stablecoin, state or imply that rewards or incentives are paid solely for holding the Bridge Stablecoin, or state or imply that Bridge or any other third party is holding customer funds. All such marketing and advertising must be consistent with the requirements of Section 5 of this Addendum.

12. If either Developer or Bridge receive any inquiry, notice or other communication from any Regulatory Authority regarding the Bridge Stablecoin or the Bridge Stablecoin Platform, the Party receiving such communication will promptly notify the other Party of the same, including a copy of such communication. The Parties will use commercially reasonable efforts to coordinate any response to such communication.
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13. Developer acknowledges that Issuance Services may require additional approval(s) from Bridge. 
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14. Additional Fees: In addition to any other fees payable under the Agreement, the following fees will be applicable to the Issuance Services:

Bridge fees: 

Treasury management: 20% of monthly earnings generated on the Developer Stablecoin (remaining 80% is paid to Developer as the Marketing Fee)

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Additional blockchains: +$500/mo 

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‍Third Party Fees: All third party fees passed through to Developer at cost. Such costs may include fees for: smart contract audits, FBO accounts, treasury accounts.

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ORDER FORM:

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Services: API for stablecoin orchestration, purchase, sale and custody; Virtual Accounts, Cryptocurrency Wallet

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Bridge Fees: 

Per Payout Fee: 0.5%. Per Payout Fee includes on-ramps, off-ramps and crypto-to-crypto transactions.

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Wallet Fee: $0.25 per Active or Created Wallet per month.

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Virtual Account Fee: 

• $2 per Active or Created account per month 
• +0.25% Fee in addition to Per Payout Fee above.

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Annual Compliance Fee: 

• Per Business: $10
• Per Individual: $3 

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Third Party Fees: All third party fees including return fees and gas fees passed through to the Developer.

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Payment Term: Net 30 from receipt of invoice; payment thereafter is subject payment of 5% interest per annum

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Initial Term:

• 1 year initial term
• 1 year renewal terms

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Effective Date: The date this agreement is accepted.