Arkham Markets International
Terms & Conditions DRAFT

These Terms & Conditions form an agreement between you (“you”) and Arkham Markets International, S.R.L. and its wholly owned subsidiaries (“Arkham,” “we,” “us,” and “our”). These Terms & Conditions, together with any documents or policies they expressly incorporate by reference (collectively, the “Agreement”) govern your use of the Arkham Markets platform available at arkm.com/exchange (the “Platform”), other exchange services provided by Arkham described below and such other exchange services that may be offered by Arkham from time to time (collectively, the “Services”).

Acceptance of Terms and Conditions

By using the Services or accessing the Content, you agree to follow and be bound by this Agreement. You understand and agree that you are subject to the terms and conditions of separate agreements if you are granted additional levels of access to the Services. If you do not accept this Agreement, you must cease accessing or using the Services and the Platform. Use of the platform is deemed acceptance of this Agreement. We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time at arkm.com/exchange/legal/terms-of-service. Our Privacy Policy, located at arkm.com/exchange/legal/privacy-policy, forms part of this Agreement and is expressly incorporated into this Agreement by reference. The version of the Agreement in effect at the time of your use of the Services applies. The updated Agreement is binding on you with respect to your use of the Services on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Services. Your continued use of the Services after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

Acknowledgement of Risk

You should carefully review, acknowledge, understand and assume the risks set forth in this Agreement as well as other risks associated with our Services, all of which could render your digital assets worthless or of little value. You acknowledge and agree that you are accessing the Services on your own and not on behalf of other parties. Digital assets can increase or decrease in value or become worthless. You acknowledge, understand, and agree that you may lose some or all of your digital asssets. You acknowledge, understand, and agree that you may never receive the digital assets in your account and may lose the entire amount you paid for the digital assets on the Platform. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding digital assets is suitable for you.

Arkham is not registered with the U.S. Securities and Exchange Commission Commodity Futures Trading Commission, or any other financial services regulatory body and does not offer the Services in the United States or to U.S. persons. You acknowledge that digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or similar bodies located in other jurisdictions. Arkham does not provide any service, product, opportunity, and/or content that constitutes a regulated financial service or regulated financial service product in any jurisdiction in which Arkham operates.

You acknowledge, understand, and agree that in using the Services, you have sufficient knowledge to utilize the Services and to make sure that any such usage is accurate and intentional. You acknowledge and agree that Arkham may, in some cases, and in its sole discretion, suspend your account activity and require secondary confirmation or additional due diligence checks if your account is engaged in suspicious or unusual activity.

You acknowledge, understand, and agree that digital assets may have no present or future value. Your use or transfer of digital assets is subject to all requirements imposed on such transactions, including any requirements to comply with applicable laws, rules, and regulations; any requirements to enter into additional terms and conditions; and any requirements to provide additional information, such as information required for processes commonly referred to as know your customer (KYC) or anti-money laundering (AML) procedures. You acknowledge that use of digital assets, cryptocurrencies, and blockchain technology involve a high degree of risk. The use or accessing of digital assets may result in a loss of part or all of their value. Digital assets, and the blockchain technology on which they are based, are new and rapidly changing, and therefore may contain technical flaws and may be susceptible to malicious cyberattacks.

You acknowledge, understand, and agree that Arkham may cease supporting any type of digital assets in our sole discretion with or without notice. There is a risk that you may experience losses due to the inability to sell or convert digital assets into a preferred alternative asset immediately or where conversion is possible but at a loss. Arkham is not responsible for any loss you may incur, directly or indirectly, in connection with Arkham’s decision not to support any type of digital assets.

You acknowledge, understand, and agree that (1) your use of the Services may have tax consequences for you; (2) you are solely responsible for compliance with your tax obligations; and (3) Arkham bears no liability or responsibility with respect to any tax consequences to you. Any fees generated or incurred through your use of the Services shall be your sole responsibility to track, quantify, and account for.

You acknowledge, understand, and agree that transactions in connection with the Services and your self-custody digital wallet cannot be reversed. Once you send digital assets to a digital address or smart contract, there is a risk that you may lose access to such digital assets indefinitely. For example, a digital address may have been entered incorrectly, or a digital address may belong to a person or entity that will not return the digital assets to you. You may lose your private key for your self-custody digital wallet. For example, if the private key has been backed up on paper and subsequently lost or stolen, or the private key has been hacked or stolen. Arkham cannot access your self-custody digital wallet. You are responsible for any transactions executed by or involving your self-custody digital wallet, regardless of whether you approved such transactions.

Arkham does not own or control the underlying software protocols which govern the operation of digital assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Arkham assumes no responsibility for the operation of the underlying protocols and does not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules or applicable transaction histories, including but not limited to code changes which are commonly referred to as protocol “forks.” Any such operating changes may materially affect the availability, value, functionality, and/or the name of the digital assets in your self-custody digital wallet. Arkham does not control the timing and features of these operating changes.

You acknowledge and accept the risks of operating changes to digital assets and digital asset protocols and agree that Arkham is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules or Arkham’s decisions made in relation to such operating changes, including, without limitation, the selection of one fork versus another.

In the event of any such operational change, Arkham reserves the right to take such steps as may be necessary to protect the security and safety of assets, transactions, and accounts relating to the Services, including without limitation, temporarily suspending operations for the involved digital assets; Arkham will endeavor to provide you notice of its response to any material operating change; however, such changes are outside of Arkham’s control and may occur without notice to Arkham. Arkham’s response to any operating change is subject to its sole discretion and may include deciding not to support any certain digital assets, forks, new assets, and or protocols.

You acknowledge and accept that Arkham has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that Arkham has no responsibility to support a particular digital asset and may list and de-list any digital asset at any time in its sole and absolute discretion with or without notice to you.

Eligibility

You represent and warrant that (1) you are at least 18 years old; (2) you have full power and authority to enter into this Agreement; (3) you are neither situated in, nor under the control of, nor a national or resident of Prohibited Jurisdictions or any country currently subjected to sanctions enforced by U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Kingdom’s Office of Financial Sanctions Implementation, the European Union, the Hong Kong Special Administrative Region, or the Monetary Authority of Singapore; (4) you have not been placed on the United States Department of Commerce’s Denied Persons List nor OFAC’s Specially Designated Nationals and Blocked Persons List; (5) you are in compliance with all anti-money laundering and counter-terrorism financing requirements; and (6) you will not access the Services if you have previously been prohibited from doing so, if any laws prohibit you from doing so, or if you are in a jurisdiction from which Arkham does not permit you to onboard to receive the Services.

Jurisdictions from which Arkham does not permit customers to onboard to receive the Services due to Sanctions or other reasons include, but are not necessarily limited to, the Crimea, Luhanks, Donetsk regions of Ukraine; Cuba; Iran; North Korea; Syria; Albania; Bosnia and Herzegovina; North Macedonia; Montenegro; Kosovo; Serbia; Afghanistan; Central African Republic; Democratic Republic of the Congo; Ethiopia; Iraq; Lebanon; Libya; Mali; Nicaragua; Russia; Venezuela; Yemen; Zimbabwe; Belarus; Libya; Myanmar (Burma); Somalia; South Sudan; United States; United Kingdom; Canada; Turkey; Singapore; UAE; People’s Republic of China; The Netherlands; Japan; Pakistan; India; Indonesia; Algeria; Morocco; Bangladesh; Nepal; Caribbean Netherlands; Nigeria; Eritrea; Guinea-Bissau; Cameroon; Namibia; and Sudan.

Account Creation

To use the Services, you must create an account with Arkham. You may be required to comply with additional requirements to open an account or use the Services in the jurisdiction in which you are located. By creating an account or using the Services, you represent and warrant that you have the lawful right to access the Services and that you can comply with all of the terms of this Agreement. You authorize Arkham and Arkham Service Providers to make inquiries to verify your identity to confirm your eligibility to access the platform, to protect you or us from fraud or financial crime, or as we in our sole discretion determine is necessary to comply with this Agreement and applicable law. You represent and warrant that you are the sole owner of the account you create and no third party can conduct transactions, control or contribute digital assets to your account. If you suspect that your account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Arkham (collectively a “Security Breach”), you must notify Arkham Support immediately at [email protected] and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach.

Deposit of Crypto and Issuance of Fiat Balance

The Services require you to have sufficient balances of digital assets in your account. We only support certain types of digital assets. Arkham may from time to time determine types of digital assets that will be supported or cease to be supported. If you attempt to deposit any digital asset that Arkham does not support, you may lose such digital asset. Neither Arkham nor any Arkham Service Provider is liable for your loss, although Arkham may, in its sole and absolute discretion, attempt to identify and return such digital assets (but neither Arkham nor any Arkham Service Provider has any obligation to do so). If we do so, we may charge a fee to cover our costs and expenses relating to such identification and transmission of such digital assets, which may be withheld from the digital asset that was the subject of the unsupported deposit attempt.

Transaction Execution

The Services may allow you to conduct transactions on digital assets. The types of transactions you can make may include market and limit orders, stop loss orders, stop loss limit orders, or such other types or functionality as is made available to you through the Platform from time to time. You represent and warrant that you understand the nature of these transactions. If you do not understand the nature of these transactions, you should immediately cease your use of the Services. Arkham reserves the right to decide which trading pairs are permitted on the Platform in its sole discretion. The digital assets that Arkham supports may change with or without notice to you at any time.

We reserve the right to and may, in some cases, cancel, accept or reject trades, impose deposit limits and withdrawal holds, or engage in any other administrative action, including correcting errors, in our sole discretion, and you acknowledge and agree that neither Arkham nor any Arkham Service Provider is liable to you for any such administrative action. All trades are final and non-refundable. We are not liable for the loss you may incur if you have insufficient balance to complete a trade or a partial trade.

You agree and authorize us the right to offset any negative balances in your account by selling digital assets in your account in our discretion.

If your account remains closed or dormant for a certain period of time, we reserve the right to report any remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws or their international equivalents. We will use reasonable efforts to give you written notice of any such reporting to the communication details on file with us in relation to your account. If you fail to respond to such notice within a reasonable time or as otherwise required by law, we may deliver such digital assets to the applicable jurisdiction’s authorities as unclaimed property. We reserve the right to deduct a reasonable fee for the delivery of unclaimed property, as permitted by law.

Transaction Limits

The use of all Services may be subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. Arkham reserves the right to change applicable limits, and to refuse to raise your limits, as we deem necessary in our sole discretion.

Reversals & Cancelations

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or reversed or if your account has insufficient funds, you authorize Arkham, in its sole discretion, either to cancel the transaction or to debit your other payment methods, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any transaction or transfers in our sole discretion, even after funds have been debited from your account(s), in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous; or relate to a prohibited use or a prohibited business. In such instances, Arkham will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction.

Market Manipulation

Market manipulation is strictly prohibited. You agree that you will not engage in market manipulation of any kind through the Services. Market manipulation includes any and all actions taken by any market participant or a person acting in concert with a participant which are intended to (1) deceive, mislead, or improperly take advantage of other users or Arkham; (2) control or manipulate the price or trading volume of any digital asset; or (3) aid, abet, enable, finance, support, or endorse either of the above.

Self-trading is strictly prohibited. You agree that you will not (1) intentionally or unintentionally engage in self-trading; (2) use any means to circumvent any self-trade prevention feature adopted on the Platform; or (3) conduct transactions in multiple accounts coordinated or controlled by one person entity or group. Arkham is not responsible for any loss incurred by self-trade prevention features.

*Fees.*

You agree to pay all fees specified in our fee schedule (“Fees”), which Arkham will charge upon execution of any deposit, withdrawal, or transaction (as applicable). Your use of the Services may also incur third party fees for which you are solely responsible.

*Taxes.*

You alone are responsible for determining what taxes apply to your use of the Services. You agree that Arkham has no responsibility or liability for determining what taxes apply or for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions made using the Services, except as provided by law.

Custody and title of digital assets

Digital assets held within your account are assets held in custody by Arkham or Arkham Service Providers for you. Title to digital assets within your account remains with you at all times and does not transfer to Arkham, except as provided herein. The digital assets in your account are not our property, are not loaned to us, are not subject to the claims of our creditors, and we do not treat your digital assets as our property. A court may disagree with our treatment of your digital assets and subject them to the claims of our creditors. Except as required by a facially valid court order, or as otherwise set forth in this Agreement, we won’t sell, transfer, loan, hypothecate, or otherwise alienate any digital assets in your account unless you instruct us to do so, it’s required by law or a valid court order, or your assets must be liquidated pursuant to Arkham’s Margin Trading Rules.

Withdrawal

You may be able to transfer digital assets from your account to a digital wallet you control. You can withdraw the total amount of any digital assets from your account less any fees Arkham charges associated with such withdrawal or transaction. When you transmit a withdrawal transaction to us, you authorize us to remove the digital assets from your account to a wallet address that you specify. You acknowledge and agree that neither Arkham nor any Arkham Service Provider is responsible for any loss of digital assets resulting from your providing inaccurate information in any withdrawal instruction. We may, in our sole discretion, suspend your ability to withdraw digital assets from your account at any time to ensure compliance with these terms or any applicable law, regulation, legal order, or administrative or legal obligation or guidance. You represent and warrant that you will only transfer digital assets from Arkham to a wallet owned solely by you and not by any third party. By providing Arkham a wallet address to be used for withdrawals, you represent and warrant that you are the sole and owner of such wallet address.

Intellectual Property

The Services, including the Platform and Arkham ’s website available at: https://www.arkm.com (the “Website”) and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Arkham, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret,, and other intellectual property or proprietary rights laws. The Services are and shall remain the sole property of Arkham. You have no rights with respect to the Services other than those expressly set forth in this Agreement or any other agreement to which you are a direct party, if applicable. Nothing in this Agreement or displayed on or contained in the Services or elsewhere, should be construed as granting, expressly, by implication, estoppel or otherwise, any license or right to use any copyrighted materials, patents, trade secrets, trademarks, service marks or other proprietary rights of Arkham, except as described above. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material provided to you under the Services without Arkham’s express prior authorization. You must not modify copies of any materials from the Services or delete or alter any copyright, or other proprietary rights notices from copies of materials on the site. Arkham may terminate your access to the Services in its sole discretion or if you violate any provision in this Agreement.

Communications Directed towards Investment Professionals

Arkham’s communications are directed at persons having experience in matters relating to digital asset transactions. No person should rely on Arkham communications to make any decision related to the purchasing, selling, trading or holding of any digital assets. All persons are advised to consult with legal, accounting, and other professional advisors prior to engaging in any transactions or services described herein. By accepting this Agreement, and accessing the Services and Content, you are attesting that you have sufficient experience and understanding of the transactions and services envisaged to assess the suitability of such investments and services and are aware of the risks involved.

Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER ARKHAM, ITS AFFILIATES, SERVICE PROVIDERS, AND THEIR AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES (“ARKHAM SERVICE PROVIDERS”) NOR ANYONE ASSOCIATED WITH ARKHAM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER ARKHAM, ARKHAM SERVICE PROVIDERS NOR ANYONE ASSOCIATED WITH ARKHAM REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, ARKHAM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

You agree to use the Services and the Content only at your own risk. Neither Arkham nor the Arkham Service Providers explicitly or implicitly endorse or approve any content provided by third parties (“Third Party Content”). Third Party Content is provided for informational purposes only. The Content is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any self-directed investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. No information provided by Arkham, including information about digital assets, product markets, securities, commodities, whether provided on social media platforms or through other mediums, should be construed as intending to provide investment, tax, and or legal advice or create any relationship that includes the provision of such advice.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ARKHAM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS AND ARKHAM SERVICE PROVIDERS (COLLECTIVELY, “ARKHAM PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, OR ANY CONTENT, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE ARKHAM PARTIES : RESULTING FROM: (A) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (C) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES OR THE CONTENT WILL NOT EXCEED THE VALUE OF SUPPORTED DIGITAL ASSETS IN YOUR ACCOUNT.

No Offer of Securities

THE WEBSITE, THE SERVICES, THE CONTENT, AND THE INFORMATION INCLUDED THEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL ON THE PLATFORM BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY DIGITAL ASSET, SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT SPONSORED OR MANAGED BY ARKHAM. THE PLATFORM, THE SERVICES, AND THE CONTENT ARE DIRECTED AT AND MADE AVAILABLE SOLELY TO PERSONS IN JURISDICTIONS IN WHICH THE PURCHASE AND SALE OF DIGITAL ASSETS AND RELATED PRODUCTS IS LEGALLY PERMISSIBLE.

Sanctions and Prohibited Jurisdictions

The Services and Content are not offered to some or all residents of several jurisdictions, including, for example, the United States, United Kingdom, Canada, China, Hong Kong, Singapore, Japan, UAE, the Netherlands, and all countries subject to sanctions (“Prohibited Jurisdictions”).

The Services and Content shall not be considered a solicitation to any person in Prohibited Jurisdictions or any jurisdiction where such solicitation is illegal. Moreover, relevant legal restrictions or considerations may apply in your individual circumstances (including those based upon the risks of investing in digital assets), therefore, you are advised to consult with your legal, accounting, and other professional advisors prior to engaging in any transactions or services described herein. You agree not to utilize a virtual private network (VPN) or any other geolocation obfuscation tools for the purpose of concealing your country of residence or location when accessing our Services.

Arkham does not offer the Services and Content to U.S. Residents. Relatedly, Arkham is not conducting any activity pursuant to the Securities Exchange Act or the Commodity Exchange Act (each as amended from time to time), and therefore Arkham is not registered in any capacity with the Securities and Exchange Commission, the Commodity Futures Trading Commission, nor their relevant self-regulatory organizations. Arkham has ascertained that the transactions conducted on Arkham and pursuant to this Agreement (including this section on Prohibited Customers and Jurisdictions) are generally not regulated in the United States; however, Arkham makes no legal representation to you in stating such.

Best Execution

Arkham operates a digital asset exchange and, therefore, other users determine the price offered in each transaction executed on the platform. There is no central pricing authority for digital assets and digital assets may be subject to significant price volatility and have been subject to periods of volatility in the past. Other users, in their sole discretion, determine the prices they will offer a counterparty. The lack of a central pricing authority to obtain prices from competing dealers in digital assets, market depth, and limited access to some trading venues, can result in counterparties receiving a price that differs from the best possible price for a particular digital asset at a given time. Arkham makes no representation that the prices offered on the Platform or otherwise through the Services represent the best available price for a particular digital asset.

Content Posted Relating to the Services

The Service may include or make available certain content (the “Content”). Content includes, without limitation:

• account positions, balances, transactions, confirmations, and order history (though your account positions, balance, or transaction history will only be accessible to you, Arkham and Arkham Service Providers to operate the Platform and comply with applicable laws and regulations) ;
• general news and information, commentary, research reports, educational material and information and data concerning the financial markets, securities and other subjects;
• market data such as quotations for digital asset transactions and/or last sale information for completed digital asset transactions;
• financial and investment interactive tools, such as alerts or calculators;
• tax preparation, bill payment and account management tools;
• company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Arkham and Arkham Service Providers;
• any other information, content, services, or software available on the Services; and
• information, content, service or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums.

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

Content posted on the Services is published as of its stated date or, if no date is stated, the date of first posting. Neither Arkham nor the Arkham Service Providers have undertaken any duty to update any such information. Arkham does not prepare, edit, or endorse Third Party Content.

You understand and agree that Arkham and/or any Arkham Service Provider will not be liable in any way for (1) any inaccuracy of, error or delay in, or omission of the Content; or (2) any loss or damage arising from or occasioned by (i) any error or delay in the transmission of such Content; (ii) interruption in any such Content due either to any negligent act or omission by any party to any Force Majeure Events, (iii) to any other cause beyond the reasonable control of Arkham and/or Arkham Service Provider, or (iv) non-performance.

Neither Arkham nor the Arkham Service Providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes. Neither Arkham nor the Arkham Service Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.

Content is provided exclusively for personal and noncommercial access and use. No part of the Services or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without Arkham’s express prior written consent. You acknowledge that Arkham is the sole owner of Arkham’s Marks and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior express written consent of the respective owners.

Suspension; Termination; Modification; and Assignment

You agree that, without notice, Arkham may terminate this Agreement, suspend, restrict, or terminate your access to the Services, modify or discontinue the Services or any part of them, suspend, restrict, or delete your account, refuse to credit any deposit, or reject any withdrawal, trade, or other transaction, with or without cause, for any reason or no reason in its sole discretion, at any time and effective immediately. This Agreement will terminate immediately without notice from Arkham if you, in Arkham’s sole discretion, fail to comply with any provision of this Agreement or any other agreement between you and Arkham.

Arkham shall not be liable to you or any third party for the termination or suspension of the Services or the Content, or any claims related to such termination or suspension. Arkham and/or the Arkham Service Providers may discontinue or modify the Services and/or Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Arkham, and the Arkham Service Providers, for any loss or damages arising from or relating to such discontinuation or modification.

Arkham makes no guarantee that the Platform, nor any Services or Content will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Platform, the Services, and the Content for business and operational reasons. You are responsible for ensuring that all persons who access the Platform, the Services, and the Content through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Arkham may assign this Agreement, in whole or in part, at any time with or without notice to you, including transferring or assigning the information we have collected from you as part of such assignment. You may not assign any this Agreement or assign, transfer, or sublicense your rights, if any, to access or use the Services or the Content and any attempted by you to do so is null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Relationship between the Parties

Arkham is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and Arkham, or authorize you to act as agent of Arkham.

Compliance with Legal Requests

You agree and understand that Arkham may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that we in good faith believe to be valid. Arkham may, but is not required to, notify you of such process and Arkham may charge you, by debiting your account, for any associated costs in complying with such process, including attorneys’ fees.

You agree that Arkham may honor any legal process, regardless of the method or location of service.

Indemnification

You will indemnify and hold harmless Arkham and the Arkham Service Providers, and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Arkham and the Arkham Service Providers, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Services and Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or in compliance with or due to violation of any applicable law.

Subject to applicable law, and in addition to fees for the provision of Services, Arkham may deduct or offset any administrative charges, expenses and fees from any amounts due to you or from your account(s) maintained with Arkham.

Force Majeure

In no event shall Arkham be liable for any delays, failure in performance or interruption of the Services which results directly or indirectly from any cause or condition, whether or not foreseeable, beyond Arkham’s or and Arkham Service Providers’ reasonable control, including, but not limited to, flood, tropical depression, extraordinary weather conditions, earthquake or other act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state or emergency or interruption, loss or malfunction of equipment or utility, communications, computer (hardware or software), internet or network provider Services (“Force Majeure Events”).

Consent to Electronic Communications

Arkham may provide you with certain communications, such as service announcements and administrative messages, to the contact information you supplied Arkham with when establishing your account. You are solely responsible for keeping such contact information on file with us up to date. Any communications we send to the information on file with us for your account is deemed made when sent even if you do not receive that communication. We are not responsible for any loss you may incur due to your inability to receive our communications because the information you have on file with us is incomplete, out of date, or otherwise incorrect. It is your responsibility to add us to your address book if you use a spam filter or call blocker so that you can receive communications from us. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

By using the Services or the Content, you consent to any form of recording and retention of any communication, information and data exchanged between you and Arkham or its representatives or agents.

Arkham may provide certain multi-party communication or communication processing services, including, but not limited to call lines, chat services, social forums, chat-rooms, and other communication channels (the “Forums”). All communications made at or through the Forums are public and the Forums may include information, materials, links and other information provided by third parties unrelated to Arkham or the Arkham Service Providers. Reliance on any Content available on or through the Forums is at your own risk.
Without limitation, you agree not to do any of the following in relation to any Forum:

• upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
• harm minors in any way;
• impersonate any person or entity, including, but not limited to, (i) a Arkham or Arkham Service Provider manager, employee, agent, or representative or (ii) forum leader, guide or host;
• falsely state or otherwise misrepresent your affiliation with any person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
• upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
• upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who haven't requested email from you or with a fake return address; (2) promoting a site with inappropriate links, titles, or descriptions; or (3) promoting any site by posting multiple submissions in forums that are identical;
• upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
• “stalk” or otherwise harass another;
• collect or store personal data about other users of the Service;
• promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
• promote, offer for sale or sell any security or item, good or service that i) violates any applicable international, federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) Arkham or Arkham Service Providers determine, in their sole discretion, is inappropriate for sale;
• use the Forums as a forwarding service to another website; or
• access or otherwise use the Forums in any unlawful manner, for any unlawful purpose or in violation of this agreement and or any other agreement between you and Arkham.

Applicable Law and Dispute Resolution

You agree that this Agreement shall be governed by and interpreted in accordance with the laws of the New York without giving effect to principles of conflicts of law.

Mandatory Arbitration

BY USING THE SERVICES, YOU UNDERSTAND THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN NEW YORK, NY BEFORE ONE ARBITRATOR. ANY ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION PROCEDURES AND, AS APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “AAA RULES”) THEN IN EFFECT, EXCEPT AS MODIFIED BY THIS DISPUTE RESOLUTION SECTION. THE AAA RULES ARE AVAILABLE AT https://adr.org/rules OR BY CALLING THE AAA AT 1-800-778-7879.) THE FEDERAL ARBITRATION ACT WILL GOVERN THE INTEPRETATION ANF ENFORCEMENT OF THIS SECTION. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION**. THIS CLAUSE SHALL PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.** SUBJECT TO THIS AGREEMENT, THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE PARTY'S INDIVIDUAL CLAIM. NOTHING IN THIS PARAGRAPH IS INTENDED TO, NOR SHALL IT, AFFECT ARKHAM’S ELECTION OF BATCH ARBITRATION, AS DESCRIBED BELOW.

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Arkham agree that in the event that there are one hundred (100) or more individual arbitrations of a substantially similar nature filed against Arkham by or with the assistance of the same law firm, group of law firms, or organizations, within a sixty (60) day period (or as soon as possible thereafter), AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that arbitrations are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise AAA, and AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Arkham. You and Arkham agree to cooperate in good faith with AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of arbitrations, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

In the event that 15 or more claimants seek to file arbitrations asserting similar claims and are represented by identical or coordinated counsel (whether such cases are pursued concurrently or not), all such cases shall be resolved through staged proceedings (“Batch Arbitration”). You hereby consent to this process notwithstanding any potential delay in the arbitration of your dispute.

In the first stage, counsel for the claimants and Arkham shall each select 15 cases (totaling 30 cases) (“First Stage Cases”) to be initiated in arbitration and adjudicated separately by distinct arbitrators. Where feasible, arbitrators shall be selected from the respective claimants’ jurisdictions. If the number of cases is fewer than 30, counsel for the claimants and Arkham shall each select an equal number of cases to the extent possible. During the first stage, no additional cases in connection with the Batch Arbitration shall be initiated or continued in arbitration and instead shall be stayed pending outcome of the First Stage Cases, and AAA shall abstain from assessing or demanding fees for the remaining cases or administering or accepting them. Arbitrators are encouraged to resolve the cases within 60 days of their appointment or as promptly as possible.

Upon completion of the first stage, the second stage is for the parties to engage in a single mediation session encompassing all remaining cases, with each party bearing its own costs in such mediation, provided that Arkham will bear the fees of the mediator. Should the parties fail to agree on resolutions for the remaining cases post-mediation, they shall repeat the process of selecting and initiating 30 cases to be individually arbitrated by different arbitrators, followed by mediation.

Should any claims remain after the second stage, this process shall be repeated until all disputes in connection with the Batch Arbitration are resolved, subject to four modifications: (1) up to 100 cases may be initiated in subsequent stages; (2) cases shall be selected randomly; (3) arbitrators from earlier stages may be reappointed if alternative arbitrators are unavailable; and (4) mediation is at the discretion of claimants’ counsel.

Between stages, counsel shall convene to discuss methods for enhancing the efficiency of the staged proceedings, including the potential increase in the number of cases initiated in each stage. Additionally, either party may negotiate with the AAA concerning the amount or timing of AAA fees.

Right to Opt-Out

If you do not want to arbitrate disputes and prefer to litigate in court, you must provide notice of your intent to opt out of arbitration (“Arbitration Opt-Out Notice”). Your Arbitration Opt-Out Notice must be sent by regular mail, return receipt requested to Arkham Markets ℅ Arkham Intelligence Inc., 16192 Coastal Hwy, Lewes, DE, 19958 USA within 30 days following the date you first accept this Agreement. If you do not send us an Arbitration Opt-Out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute. Notwithstanding any provision to the contrary, if Arkham modifies the arbitration provisions in the future, you retain the right to reject such modifications by sending an Arbitration Opt-Out Notice within 30 days following the initial notice of the modification. By rejecting any future changes, you agree to arbitrate any dispute with the terms of the latest version of the arbitration provision you previously agreed to.

Severability

Each provision of this Agreement shall be considered separable; and if, for any reason, any provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, or unenforceable, such determination shall not affect the enforceability of the remainder of this Agreement or the validity, lawfulness, or enforceability of such provision in any other jurisdiction.

Services and Content Subject to Arkham Rules

The Services and related digital asset products, services, and offered products, including, but not limited to spot, perpetual spot, swaps, futures, perpetual futures, and options treading, are expressly limited by Arkham’s rules regarding these products as promulgated from time to time at arkm.com/exchange/legal/trading-rules, as described in Arkham’s platform documentation, or as limited in the Platform (the “Arkham Rules”). You hereby acknowledge and affirm that you are subject to the rules, terms, conditions, and limitations of Arkham, including, without limitation, the Arkham Rules. All activity conducted by you relating to the Services and the Content must be conducted in a manner consistent with the Rulebook and all applicable laws and regulations.

Further, you hereby acknowledge and affirm that you are subject to the rules, terms, conditions, and limitations included in the Arkham Rules, including any and all product and asset-specific requirements included therein.

Prohibited Use

You may not use the Services or access the Content to engage in the following categories of activity:

• Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where Arkham conducts business, including but not limited to OFAC, or which would involve proceeds of any unlawful activity;
• Publish, distributing or disseminating any unlawful material or information;
• Transact with anyone on any trade or economic sanctions lists of any Competent Authority, which includes without limitation: Terrorism and terrorist financing - Islamic State in Iraq and the Levant (Da’esh), Al-Qaida, the Taliban, and associated individuals, groups, undertakings, and entities, any individual or entity designated by the United Arab Emirates ("Local Terrorism List"); and the financing of proliferation of weapons of mass destruction (WMDs) - Democratic People’s Republic of Korea: nuclear-related, other weapons of mass destruction-related, and ballistic missile-related programs; Islamic Republic of Iran: nuclear program; and other sanction lists that may be promulgated by a Competent Authority, including but not limited to the United Nations Security Council, European Union, the Monetary Authority of Singapore, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, or OFAC;
• Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform, computer systems or networks connected to the Platform, through password mining or any other means; use the Content or Arkham provided information of another party to access or use the Services, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's access and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Arkham;
• Interfere with another individual’s or entity's access to or use of any Services or Content; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent;
• Activity which operates to defraud Arkham, Arkham users, or any other person; provide any false, inaccurate, or misleading information to Arkham;
• Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are not sanctioned by a governmental body or regulatory authority; and
• Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Arkham intellectual property, name, or logo, including use of Arkham trade or service marks, without express consent from Arkham or in a manner that otherwise harms Arkham or the Arkham brand; any action that implies an untrue endorsement by or affiliation with Arkham.

By creating an account, you represent and warrant that you will not use the Services or the Platform in connection with any of the following businesses, activities, practices, or items:

• Investment and Credit Services: securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes;
• Restricted Financial Services: check cashing, bail bonds; collections agencies;
• Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
• Counterfeit or Unauthorized Goods: unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;
• Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
• Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
• Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;
• Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom);
• Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;
• Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs;
• Unfair, predatory or deceptive practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and
• High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

Interpretation

Section headings in this Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this Agreement. Unless the express context otherwise requires, (1) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (2) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (3) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (4) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (5) the word “or” shall not be interpreted to be exclusive.

Survival

You acknowledge and agree understand that all provisions of this Agreement which by their nature extend beyond the termination or expiration of this Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, indemnities, limitation of liability, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.

Waiver

No waiver of any provision of this Agreement by Arkham shall be effective unless made in writing and signed by Arkham. The failure of Arkham to require the performance of, or enforce, any term or obligation of this Agreement, or the waiver by Arkham of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

Entire Agreement

These terms are the entire agreement between you and Arkham and supersede all prior and contemporaneous understandings between you and Arkham about the Services. These terms include all applicable Appendices hereto.