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Terms of Business

Effective Date: 20th of May 2021

1. COMMENCEMENT

1.1. The term “Agreement” hereunder shall mean collectively these Terms of Business, and any accompanying documents which incorporate this Agreement or are incorporated into this Agreement by reference.

1.2. This Agreement and the information provided to you (including information regarding Fees (as described in clause 8) via the skew. website and your account management page when you enter into a transaction with skew. or sign up for a professional account or a paid subscription constitute the entire agreement between you and Skew Limited (hereinafter “skew.”) regarding its subject matter and supersedes any previous agreement, prior declaration or statement skew. may have made in respect of its subject matter. This Agreement shall apply to all transactions contemplated under this Agreement.

1.3. This Agreement, as amended by skew. from time to time, defines the basis upon which skew. will provide you with certain services and states the terms and conditions under which you enter into this relationship with skew.. If skew. makes any material change to this Agreement, skew. will give at least three (3) days’ written notice to you. Such amendment will become effective on the date specified in the notice. Unless otherwise agreed, an amendment will not affect any outstanding order or transaction or any legal rights or obligations which may already have arisen.

1.4. By entering into a transaction with skew. you acknowledge that you have read, understood, accept and agree to be bound by the terms and conditions of this Agreement, any accompanying documents which incorporate this Agreement by reference, and all applicable laws and regulations. By using our services on behalf of an organisation you acknowledge, represent and confirm that you are authorised to bind your organisation to this Agreement.

1.5. You hereby represent that you understand and acknowledge that failure to comply with this Agreement may mean that skew. suffers irreparable injury for which monetary damages alone may not be an adequate remedy. You hereby agree that in the event of non-compliance with this Agreement, skew. will be entitled to specific performance and injunctive and/or other equitable relief as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.

2. REGISTRATION

2.1. Skew Ltd (registered number 1552765) has its registered office at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN and principal place of business at 1 Phipp Street, London EC2A 4PS,.

2.2. Skew Ltd is a wholly owned subsidiary of Coinbase Global, Inc., which is incorporated in Delaware, United States.

2.3. skew. website: www.skew.com

3. OUR SERVICES

skew. hereby agrees, where applicable, to provide access to, and use of, skew. data (the “Data Services”) in accordance with clause 6.

4. YOUR CLASSIFICATION

4.1. You acknowledge that the Data Services are not intended for consumers and therefore by entering into this Agreement or receiving Data Services from skew. you warrant and represent that you are not:

(a) consumer (as defined by applicable laws); or
(b) an individual acting for purposes that are wholly or mainly outside of your trade, business, craft or profession.

5. ADVICE

5.1. We will not provide any personal recommendation to you in respect of, nor provide any advice to you on the merits of any transaction in financial products. Accordingly, you should make your own assessment of any transaction that you are considering and should not rely on any information, proposal or other communication from us as being a personal recommendation or advice in relation to that transaction.

5.2. We will have no obligation with respect to the suitability of a transaction for you. Any generic information, market commentary, trading recommendations (whether oral or written) that may be given by us shall be incidental to the provision of our Services and be given without representation, warranty or guarantee as to the accuracy or completeness of such information.

6. DATA SERVICES

6.1. Subject to your compliance with this Agreement and, if applicable, the skew. Data Policy, as available on the skew. website and as amended by skew. from time to time, skew. hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited licence to access, view and use data that skew. may make available on its website from time to time (“skew. Data”) for your own internal business purposes.

6.2. In addition to the rights granted in clause 6.1, if you are a user with a professional account on the skew. website then you may also:

(a) benefit from additional features in respect of skew. Data. Such features may include longer time series and the possibility to create customized Dashboards, will be notified by skew. to you and may be varied or removed by skew. from time to time; and
(b) be able to download certain skew. Data,

provided that you have paid any relevant fees notified by skew. to you from time to time for such download rights. skew. Data is still subject to the restrictions described in the remainder of this clause 6 once downloaded, however, you may combine it with other data and modify or manipulate it, provided you do so for your own internal business purposes and do not share any downloaded skew. Data or modifications and manipulations to the same with any third party (as further described in clause 6.3(b)).

6.3. Unless you have received express permission from skew. in advance, you may not:

(a) modify or manipulate skew. Data in any way or combine it with other data;
(b) make skew. Data accessible (including the provision of access through any application populated with skew. Data, reselling or disclosing skew. Data) by any means, including electronic means to any third party; or
(c) create any derived product or work using all or part of skew. Data, including any index or financial instrument such as any over the counter or exchange-traded fund, indices, institutional or retail fund, derivative contract or other tradable financial instrument and any other interest provided for commercial value, whether or not such instrument is publicly traded.

6.4. The restriction in clause 6.3(c) applies even if the derived product or work cannot be:

(a) identified as originating or deriving from skew. Data;
(b) reverse engineered in order to identify all or part of skew. Data; or
(c) used as a substitute for skew. Data.

6.5. You must not use or permit access to skew. Data:

(a) for any purpose contrary to applicable law;
(b) in any manner that in skew.’s sole judgement could compete directly or indirectly with the business, products or services of skew;
(c) in any way which in skew’s sole judgement may damage the reputation of skew.; or
(d) other than as expressly permitted by this Agreement.

6.6. If you receive permission from skew. to make skew. Data accessible to third parties pursuant to clause 6.3(b) then unless skew. agrees otherwise, you must ensure such skew. Data is always accompanied with a statement making it clear that skew. Data and all rights contained in it are owned by Skew Ltd and its licensors.

6.7. If any unauthorised use is made of skew. Data and such use is made or permitted by you (including as a result of you making skew. Data available to a third party or any breach of the skew. Data Policy) then, without prejudice to skew.’s other rights and remedies:

(a) you shall immediately be liable to pay skew. an amount equal to the fees that skew. would have charged, had such use been authorised by skew. at the beginning of the period of that unauthorised use together with interest pursuant to clause 8.3 from the date of that unauthorised use to the date of payment;
(b) you shall indemnify, keep indemnified and hold skew. harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties skew. incurs; and
(c) skew. may require you to discontinue the supply of skew. Data to any individual or third party reasonably suspected by skew. of that unauthorised use or breach.

6.8. skew. reserves the right to determine and change the type, form, nature and content of skew. Data from time to time and to modify and supplement the technical, functional, administrative and operative methods of supply of skew. Data, wherever necessary for complying with provisions of law or due to actual or potential changes in the organisation of skew.’s business, technical systems or technical specifications and requirements.

7. DASHBOARDS

7.1. skew. Data may be made available via certain dashboards on the skew. website (“Dashboards”).

7.2. By using any Dashboard, you agree to not:

(a) incorporate the Dashboard in or with any other software (including framing or mirroring of the Dashboard);
(b) adapt, reverse engineer, decompile, disassemble, modify or adapt the Dashboard unless permitted by applicable law; and
(c) use any information provided by skew. or obtained during performance of the activities permitted by applicable law under clause 7.2(b) to create any product or service that in skew.’s sole judgment is substantially similar to any product or service offered by skew. nor use such information in any manner that would be restricted by any intellectual property rights subsisting in it.

8. OUR CHARGES

8.1. There may be other fees charged for the services provided by skew., including the Data Services ("Data Fees"), and other fees deemed necessary to provide services to you. Any additional fees will be communicated to you before any charges are applied.

8.2. All Fees payable by you shall be due upon receipt of the applicable invoice, without set-off, counterclaim or deduction.

8.3. If you fail to pay any amount due by the due date, skew. shall be entitled to charge interest on the overdue amount (whether such amount is disputed by you or not) from the due date up to the date of actual payment, after as well as before judgment, at the rate of 6% per annum above the base rate from time to time of the Bank of England. Such interest shall accrue on a daily basis, be compounded monthly and be payable on demand.

8.4. All Fees are exclusive of any applicable taxes for which you shall be additionally liable at the applicable rates from time to time (if applicable).

8.5. You shall make all payments to be made by you without any withholding or deduction (including, for or on account of any present or future taxes or duties of whatever nature imposed or levied by any jurisdiction) unless such withholding or deduction is required by applicable law. In such event, the amount of such payment due from you shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment which would have been due if no such withholding or deduction had been required.

8.6. As a result of any default in skew. receiving payment of an invoice or settlement of a transaction in accordance with this Agreement, skew. have absolute discretion, without prior reference, to, inter alia, offset, or net balances against any other balance, transaction, settlement or sum outstanding with skew.

9. REPORTING TO YOU

9.1. In the case of an electronic notification, you will be deemed to have received a notification, from skew. upon receipt from the relevant confirmation system and in any case not more than 24 hours from the time of despatch.

9.2. You will notify skew. as soon as practicable, but no later than 24 hours after receipt of such notice as set out in clause 9.1, if you are not in agreement with any other notification from skew. provided that if the day following the day of receipt of such notice is not a trading day, you will notify skew. on the next trading day. In the absence of such notification by you, the notification will be binding on you.

10. CONFLICTS OF INTEREST

We and any person connected with us may have material interests in, or conflicts of interest or duties in relation to any transactions effected with or for you. skew. will take all appropriate steps to identify, prevent or manage conflicts of interest in accordance in an equitable manner as consistent with its internal policies.

11. REPRESENTATIONS

11.1. You represent, warrant and undertake to skew., both at the date of this Agreement and at the time of any transaction skew. may enter into with or for you the following:

(a) you have full power and authority to enter into this Agreement;
(b) you have adequate resources to purchase a service provided by skew.;
(c) all information you have given, or shall give, to skew. is true, accurate and complete as of the date of this Agreement and at the time of any transaction and any changes to such information will be promptly notified to skew.;

11.2. skew. Data is provided on an, “as is” and “as available” basis and except as specified in this Agreement all warranties, conditions, and representations, whether express or implied, under common law or statute, including those relating to fitness for purpose, satisfactory quality and non-infringement are excluded to the maximum extent permitted by applicable law. In particular, skew. does not warrant that skew. Data will:

(a) be provided free from interruption;
(b) will run on your computer systems;
(c) is accurate, complete, reliable, secure, useful, fit for purpose or timely;
(d) be tested for use; or
(c) be suitable for or be capable of being used by you or any third party.

12. DISCLOSURE

You consent to disclosure by skew. to the FCA (or any successor to the FCA), any relevant exchange, or any other regulatory body or authority in the United Kingdom or elsewhere and to any of our associated companies of such information relating to services provided to you pursuant to this Agreement as may be requested by them or skew. may otherwise be required to disclose.

13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

13.1. Both parties hereto shall, except as required by relevant legislation, governing authority with jurisdiction or regulation, keep confidential all information relating to this Agreement (including the Fee), and any other confidential or proprietary information which one party may become aware about the other party, except to the extent that such information has become public knowledge, otherwise than in breach of this Agreement, or disclosure is required by law, or a relevant regulatory body, or disclosure is made in confidence to each party’s professional advisors.

13.2. You agree, however, that skew. may disclose information to other companies in our group and that skew. and they may disclose it to those who provide services to skew. or act as our agents.

13.3. You agree that skew. (or its licensors) own all intellectual property rights in the skew. website and all material and information on or made available by the skew. website, including skew. Data and Dashboards. Nothing in this agreement transfers ownership of any intellectual property rights owned by skew. (or its licensors) to you. You have no rights in or to skew. intellectual property other than the expressly granted in clauses 6.1 and 6.2 all rights not expressly granted under this Agreement are explicitly reserved by skew.

13..4.On request, you shall return or irrecoverably delete any skew. confidential information or skew. Data that has been made available to you.

13.5.skew. Data may contain intellectual property rights owned by third parties. Such third party intellectual property rights may be licensed under separate or different terms and conditions and are not licensed to you under the terms of this Agreement. skew. shall, on request, provide you with a copy of such third party terms and conditions and you agree to comply with such terms and conditions, including any obligation to pay any fees due to third parties under such terms and conditions. You agree to indemnify, keep indemnified and hold skew. harmless on demand on an unlimited and after tax basis in respect of any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties skew. incurs as a result of any breach by you of this clause.

14. DATA PROTECTION

14.1. Before providing skew. with any information relating to identifiable living individuals in connection with this Agreement you should ensure that those individuals are aware of our identity and that skew. may use their information for the purposes outlined in the skew. Privacy Policy, which may include:

(a) providing our products and services to users, including the display of customized content and advertising;
(b) auditing, research and analysis in order to maintain, protect and improve our services;
(c) ensuring the technical functioning of our network; and
(d) developing new services.

14.2. The administration of your account may involve disclosure of individuals’ information as discussed in clause 14 and transfer of their information to any country, including countries outside the European Economic Area which may not have strong data protection laws. You should ensure that such individuals are notified and have rights of access to, and correction of, their information which they may exercise by contacting skew. in writing.

14.3. You may have rights of access to some or all of the information skew. holds about you, to have inaccurate information corrected and to tell skew. that you do not wish to receive marketing information, under data protection law. If you wish to exercise any of these rights, please contact skew. in writing.

14.4. Please consult https://skew.com/privacy-policy for further information relating to how skew. may collect and use your data and confirmation of your rights relating to that information.

15. LIABILITY

15.1. You are responsible for payment of all taxes (UK or foreign) that may arise in respect of any transaction or other matter that is the subject of this Agreement, whether under current or changed law or practice. skew. shall not be responsible for notifying you of any change in tax law or practice.

15.2. Except to the extent mandated by applicable law, skew. shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of this Agreement, for any:

(a) loss of profit (whether actual or anticipated);
(b) loss of business, business opportunity, revenue or turnover;
(c) loss or damage to reputation or goodwill;
(d) loss or corruption of data or information;
(e) loss of anticipated savings or wasted expenditure (excluding the Fees); or
(f) indirect, special or consequential loss, damage, costs, expenses,

or other claims (caused by negligence or otherwise) which arise out of or in connection with the provision of the services provided by skew. to you and our entire liability under or in connection with this Agreement to you shall not exceed the amount of the Fees paid by you for the provision of the applicable transaction or services in question.

15.3. Without prejudice to the foregoing, you irrevocably and unconditionally agree to indemnify and hold harmless skew. and our agents on demand and keep skew. fully and effectively indemnified (whether during the term of this Agreement or after termination of this Agreement) against any losses, damages, liabilities, costs, charges, and expenses, including reasonable legal fees and/or penalties which may be incurred by skew. as a result of our acting under this Agreement (including all costs of investigation and defence) and other damages that derive from the failure to comply or any breach by you or by any of your agents or delegates of this Agreement.

16. ILLEGALITY

If any provision or term of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from this Agreement and shall be deemed to be deleted and not form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected provided always that, if any such deletion substantially affects or alters the commercial basis of this Agreement, skew. reserve the right to amend and modify the provisions and terms of this Agreement in such fashion as may be necessary or desirable in the circumstances.

17. ASSIGNMENT

You may not assign any of your rights or obligations under this Agreement to any other person without the prior written consent of skew.. skew. may assign its rights or obligations to associated companies or to any person or entity who may acquire the whole or any part of our business or assets.

18. TIME OF THE ESSENCE

Time shall be of the essence with respect to any payment, delivery or other obligation you may have to skew. under this Agreement.

19. FORCE MAJEURE

skew. shall not be in breach of our obligations under this Agreement if in our reasonable opinion, there is any total or partial failure of performance of our duties and obligations occasioned by any event beyond our reasonable control, including any act of God, fire, act of government or state, act or acts of terrorism, war, civil commotion, insurrection, embargo, inability to communicate with the market or market participants for whatever reason, failure of any computer dealing or settlement system, prevention from, interruption or hindrance in obtaining any energy or other supplies, interruption of power supply or electronic, communication or information system, labour disputes of whatever nature or late or mistaken delivery or payment by any bank or counterparty or any other reason (whether or not similar in kind to any of the above).

20. TERM AND TERMINATION

20.1. This Agreement shall commence upon the earlier of you:

(a) providing instructions to act to skew.; and
(b) accessing skew. Data,

and shall remain in full force and effect until terminated in accordance with the provisions detailed herein.

20.2. You may terminate this Agreement at any time by written notice to skew. subject to your having no outstanding obligation to skew.. skew. may terminate this Agreement at any time by written notice to you.

20.3. Any termination will be without prejudice to the accrued rights and remedies of you and skew. arising under this Agreement and this Agreement shall continue to apply until all transactions are closed.

21. DEFAULT

21.1. If, at any time, skew. have any reason to believe that you may be unable or unwilling to meet any liabilities which you have incurred to skew., or which skew. may have incurred on your behalf or to comply with any obligations under this Agreement, skew. shall be entitled (and are irrevocably authorised by you) to take the following actions without prior notice to you take any other steps (whether or not similar to the above) skew. may consider to be necessary to meet any obligations which you have to comply with under the terms of this Agreement, or otherwise to protect our position;

21.2. Any costs or losses incurred by skew. in effecting any or all of clause

22.1. will be paid by you to skew..

21.3. Any restrictions on our power to sell or otherwise deal with assets of yours charged to skew. or held by skew., contained in the Law of Property Act 1925 or any other applicable laws are, to the extent permitted by law, excluded.

22. THIRD PARTY RIGHTS

This Agreement shall be for the benefit of and binding upon both you and skew. and our respective successors and assigns. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.

23. NO WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

24. NO RELIANCE

You agree that in entering into this Agreement, all statements, representations, warranties and undertakings on which you rely are incorporated into this Agreement and you do not rely on (and shall have no remedy in respect of) any statement, representation (including any misrepresentation), warranty or undertaking (whether negligently or innocently made) of any person (in each case whether contractual or non-contractual) which is not expressly set out in this Agreement. Without prejudice to any other provision of this Agreement limiting the remedies available to you, you agree that you will have no remedy in relation to this Agreement for innocent or negligent misrepresentation, negligent misstatement or mistake based on any statement in or made in relation to this Agreement. Without prejudice to clause 1.5, the only remedy available to you in relation to any breach of this Agreement shall be damages for breach of contract under the terms of this Agreement.

25. COMPLAINTS AND DISPUTES

If for any reason a conflict or dispute arises between us in relation to our services, skew. will endeavour to resolve these informally. If however such resolution is not possible and you wish to make a formal complaint, this should be made in writing on a timely basis addressed at first instance to our compliance officer. Your formal complaint will then be investigated internally.

26. NOTICES AND INTERPRETATION

26.1. All notices between skew. and yourselves shall be in writing and may be served personally, by first class post, or delivered by confirmed electronic or digital means to skew. at its principal place of business, set out at the head of this Agreement or as skew. may provide in writing from time to time.

26.2. All notices shall be deemed given on the date personally given, 1 business day after having been posted as specified, or when an electronic or digital confirmation has been received.

26.3. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, ‘such as’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

26.4. Clause headings shall not affect the interpretation of this Agreement.

27. EXCLUSIVE JURISDICTION

You agree that the Courts of London, England are to have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement. Nothing contained in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction.

28. GOVERNING LAW

The provisions of this Agreement, including without limitation, disputes relating to any non-contractual obligations arising out of or in relation to this Agreement shall be governed by and construed and enforced in accordance with English law.

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