1. INTRODUCTION

These Terms of Service constitutes VerifyVASP Pte. Ltd.'s ("VV") standard terms and conditions for the provision and use of VV's proprietary software-as-a-service platform that comprises: (a) TravelRule API©; (b) VerifyName API©, (c) VerifyWallet© solutions; and (d) other products and services which may be provided by VV as part of the VV Platform and Service (both defined below). These Terms of Service shall apply to the Licensee's and its Affiliates' (if any) use and access of the VV Platform and Service, pursuant to the License Agreement.

2. DEFINITIONS

Capitalized words and expressions shall be defined and have the meaning, stated below. Unless otherwise stated, the definition and meaning of defined terms specified in this clause 2 will be applied consistently when used in these Terms of Service, License Agreement, Privacy Policy and Documentation.

"Affiliate" means any natural or legal person that, directly or indirectly, controls, is controlled by, or is under common control with that natural or legal person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

"API" means Application Programming Interface and shall include any form of machine accessible API that VV makes available on VV Platform, including any APIs made available in the development environment, providing relevant access, connectivity and functionality to the VV Platform, including all associated elements, components, executables and functionalities therein.

"API Usage Fees" refers to the aggregated fees incurred when API calls are made or received by the Licensee including its Affiliates (if any) for Verification and calculated based upon the number of unique Verification IDs in accordance with the rates specified in the License Agreement or as VV may notify separately in writing.

"Applicable Law" means all applicable laws, regulations, court orders, which VV or the Licensee is subject to, including such regulation relating to the Travel Rule, data privacy or protection measures, notices, selling restrictions (if any), guidelines and codes (whether or not having the force of law) issued by the Regulator.

"Availability" means the period in any calendar month in which the access and use of the functionalities on VV Platform and/or Service are generally available for Licensee's access and use.

"Authorized User" means the authorized representative of the Licensee, which includes any of its employees, persons, or representatives who are authorized by the Licensee to access and operate the VV Platform and with the credentials to act on behalf of the Licensee, to initiate the Verification and in general to issue instructions, act, omit, or waive any action required on the VV Platform and to engage VV in relation to the Service.

"Base Subscription Fee" refers to the base monthly subscription fees payable by the Licensee and its Affiliates (if any) to VV, as set out in the License Agreement or as notified by VV separately in writing, for the right, license and use of the Software and Service, including the APIs and access to VV Platform, through the same technical set-up and connectivity that the Licensee shares with such Affiliates (if any).

"Beneficiary" refers to the natural, legal person or legal arrangement who is identified by the Originator as the recipient of the requested VA transfer.

"Beneficiary Institution" refers to the VASP or other obliged entity, which receives VA transfer from the Ordering Institution directly or through an Intermediary Institution and makes the VA transfer available to its Beneficiary, who is its End User.

"Business Day" means a day other than a Saturday, Sunday or gazetted public holidays in Singapore.

"Contractor" means any third party that is under contract to provide services to the Licensee and whose identity has been disclosed to VV in writing.

"Documentation" means the Documentation published and made available on VV's website at https://www.verifyvasp.com and all other documentation (whether in hard copy, electronic, or digital form), including all technical documentation and any other written materials designed to provide guidance and instruction regarding the operation, maintenance, and use of the VV Platform, Software and Service.

"Downtime" means any interruption to the Service as reflected in the Service Error experienced by the Licensee who is unable to access the VV Platform to conduct Verification. For the avoidance of doubt, (a) concurrent Downtime of the API calls for the VV Platform and connectivity to the Front End shall not be double counted when calculating Availability; and (b) an interruption of fewer than 5 minutes shall not count as Downtime when calculating Availability.

"End User" means the Originator and/or Beneficiary who is a natural person, legal entity or a VASP, and either a customer of the Licensee or counterparty VASP of the Licensee or a permitted third party.

"End User Data" means the personal, corporate and transactional data that are required to be submitted or received by the Ordering, Intermediary or Beneficiary Institution, as per the requirements for Travel Rule compliance.

"Error Correction" means either a modification to the Service that causes the Service to conform in all material respects to the Documentation, or a Workaround.

"FATF" means the Financial Action Task Force.

"Force Majeure Event" means an event or a circumstance beyond the reasonable control of a party which results in the party being unable to observe or perform on time an obligation under these Terms of Service. Such circumstance or event shall include without limitation any industrial action, labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication, utility or internet failures or outages, fire, flood, explosion, natural physical disasters, pandemic and quarantine restrictions.

"Front End" means the front-end user interface, which includes and is not limited to the enclave servers and other Software in each Licensee and its Affiliates (if any, as indicated in the License Agreement) domain to facilitate API connectivity and access the web-based services and functionalities on VV Platform, enabling the Licensee and such Affiliates (if any) to exchange the relevant End User Data and information with the counterparty VASP.

"Initial Term" has the meaning set out in the License Agreement.

"Intermediary Institution" refers to a VASP in a serial chain that receives and re-transmits a VA transfer on behalf of the Ordering Institution and the Beneficiary Institution, or another Intermediary Institution.

"License Agreement" refers to the license agreement entered into between the Licensee and VV governing the Licensee's subscription of the Service and access and use of the Service. These Terms of Service shall supplement the License Agreement.

"Licensee Corporate Data" means the Licensee's own corporate data, including its incorporation details, regulatory license status, company's logo, markings, personal and non-personal information of its employees, directors, shareholders and beneficial owners, provided by the Licensee to VV.

"Licensee" means any VASP and Affiliate(s) (if any) who subscribes to the Service, have completed VV's onboarding process and have entered into the License Agreement with VV;

"Maintenance Downtime" means those time period during which VV may perform scheduled routine systems maintenance, as set forth in article 8 of Schedule 1 (Support).

"Malicious Code" means any computer virus, trojan horse, worm, time bomb, or other similar code or hardware component designed to disable, damage, or disrupt the operation of, permit unauthorized access to, erase, destroy, or modify any software, hardware, network, or other technology.

"MAS" means the Monetary Authority of Singapore.

"Originator" refers to the account or wallet holder who allows the VA transfer from that account or where there is no account, the natural or legal person that places the order or instruction with the Ordering Institution to perform the VA transfer.

"Ordering Institution" refers to the VASP or obliged entity which initiates the VA transfer to the Intermediary or Beneficiary Institution, upon the instruction and request for a VA transfer from its Originator, who is an End User.

"Privacy Policy" refers to VV's published policy on how VV handles the data or information, including the personal data that VV collects, use, process and disclose.

"Regulator" means any regulatory agency, governmental or other similar entity responsible for authorising, supervising and/or has jurisdiction over or regulating any part of the Licensee or VV's business and operation.

"Response Time" means the time required for VV's support personnel to respond to the Licensee by confirming receipt of the Service Error notification and informing the Licensee if additional information is needed to proceed with analysis.

"Restoration" means restoring the production system of the Service to an operable condition sufficient to resume production operations in conformance in all material respects with the Documentation.

"Sanction" means any trade, economic or financial sanctions, embargoes or restrictive measures or related laws or regulations enacted, imposed, administered or enforced from time to time by:

(a) the United Nations Security Council and FATF;

(b) Singapore and any governmental agency thereof (including the MAS);or

(c) any other applicable jurisdiction and Regulator thereof.

"Service" shall mean the products and services provided through the Software and VV Platform, including API services and other service functionalities provided by VV, via the Software and VV Platform. Currently, the Service provided includes:

(a) Travel Rule API (for Travel Rule-obliged VASP);

(b) VerifyName API (for both Travel Rule obliged and non-obliged VASP);

(c) VerifyWallet© (to verify control over self-hosted wallets); and

(d) all Support and any add-on services, including due-diligence, other functionalities extended to the Licensee under the License Agreement.

"Service Error" means an error in the Software or VV Platform that:

(a) cause the VV Platform and Service, or any significant functionality or feature thereof, to operate improperly with a material loss of utility of intended functionality;

(b) produce outcomes that are materially different from its intended function; or

(c) cause significant and ongoing interruption to VV's operations or business activities.

"Service Error" shall include, without limitation, the following:

(e) Licensee being unable to conduct the any Verification;

(f) Licensee being unable to access Verification history;

(g) Licensee being unable to create accounts or unable to access or login to the VV Platform.

"Software" means such applications, algorithms, software programs, source codes, formulae that are embedded computer language, owned and licensed by VV to Licensee under the License Agreement and these Terms of Service, including software which controls or otherwise affects the functioning of the Service and the enclave servers for the Licensee to set up its Front End connectivity to the VV Platform.

"Sub-contractor" means any third party from time to time providing goods and/or services to VV in connection with or as part of their performance of the Service.

"Support" means the support provided by VV as part of its Service, whether in terms of technical integration, API connectivity to the various servers, access and issues relating to the VV Platform and any issues or impact whatsoever in relation to the Service, including addressing any of the Service Error highlighted by the Licensee.

"Support Request" means a request by the Licensee for Support to address a Service Error or an issue relating to the Service.

"Supported Environment" means the prescribed hardware, Software, servers and operating system configurations for the Service as set forth in the Documentation.

"Term" has the meaning set out in clause 11.1 below.

"Third-Party Services" has the meaning set out in clause 4.5 below.

"Travel Rule" refers to the FATF anti-money laundering and counter-terrorist financing (AML/CFT) compliance obligation, which mandates that VASPs obtain, hold and exchange information about the Originators and Beneficiaries of VA transfers.

"Update" means each patch and new release to the Software of the VV Platform that VV makes generally available without additional charge.

"VA" refers to virtual assets, digital assets, crypto assets, digital payment tokens, or such other digital representation of value as described in the Applicable Law as such, and as may be included in this definition from time to time.

"VASP" means Virtual Asset Service Provider, which refers to any legal person, who as a business, conducts one or more of the following activities or operations, including (i) exchange of VA and fiat currencies; (ii) exchange between one or more Vas; (iii) transfer of VA; (iv) safekeeping and/or administration of VA or instruments enabling control over VA; and (v) participation of financial services related to an issuer's offer, sale and/or transfer of a VA and shall include such VA exchanges and other types of service providers who are conducting such VA activities, whether regulated or otherwise.

"Verification" refers to the API calls made or received by the Licensee for the purpose of verifying the End User Data and transmitting the information required for Travel Rule compliance to the counterparty VASP. A series of API calls will be identified through a Verification ID number issued by VV. The information sent or received may or may not result in a successful Verification as the accuracy of the information remains the responsibility of the Licensee and the counterparty VASP.

"Verification ID" refers to the unique identifier number associated with a series of API calls made or received to facilitate a particular Verification.

"VV Platform" means VV's proprietary platform, which includes the Software, API services and other features and functionalities made available to the Licensee pursuant to the Service. The VV Platform includes infrastructure, servers, APIs connectivity, web-based services, functionalities and any Updates provided by VV to the Licensee.

"Workaround" means a change in a procedure or routine that, when observed in the regular operation of the VV Platform, eliminates any material adverse effect on the Licensee of the Service Error without imposing additional expense or an unreasonable burden on the Licensee.

"Interpretation." In the interpretation of these Terms of Service, the following rules shall apply unless otherwise indicated by the context:

(a) clauses, headings, bold typeface, index, titles and Schedule headings are only for convenience and shall be ignored for the purposes of interpretation;

(b) words used in the singular, where the context so permits, shall be construed to include the plural and vice versa;

(c) reference to any legislation or Applicable Law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include reference to any subordinate legislation made from time to time under that provision; and

(d) the Schedules hereto shall constitute an integral part of these Terms of Service.

3. CONDITIONS FOR USE OF SERVICE

  3.1 Acceptance prior to Service.

  3.2 Notification of Adverse Event.

  3.3 Publication.

4. PROVISION OF SERVICE & GRANT OF SOFTWARE LICENSE

  4.1 Provision of Service.

(a) provide the Licensee access to the Software, VV Platform, templates and APIs connectivity via the servers;

(b) assist the Licensee to build its connectivity and access to VV Platform; and

(c) host, maintain, service, and support the VV Platform.

The Licensee shall at its own costs, be responsible for obtaining internet connections and other third-party hardware, software, and services necessary to access the Software and VV Platform.

  4.2 Grant of limited license.

  4.3 Modifications and updates.

  4.4 Additional services.

  4.5 Third-Party Services.

  4.6 Third-Party service providers are not agents of VV.

  4.7 Prohibited activities.

(a) modify, enhance, introduce Malicious Code, or otherwise change the Software or the VV Platform or prepare and/or create derivative works based upon the Software and the VV Platform, including the API services;

(b) translate, decompile, disassemble, reverse-engineer, or otherwise re-create the Software or determine its source code, including the API services;

(c) rent, lease, sell, sub-license, assign, distribute to, or allow access to, or otherwise provide or transfer the Software or any rights granted by these Terms of Service to any third parties (except to the extent expressly permitted in clause 16.1 - Assignment and Sub-Contracting);

(d) merge all or any part of the Software with another program or use the Software or the VV Platform or Service in violation of any Applicable Law;

(e) use the Software and the Service, including the API services, in any manner that may attract vulnerability or cause the Software and/or the VV Platform and network to be open to cyber-attacks and/or otherwise cause the overall security or functionality of the Software, including the API services and the VV Platform to be adversely affected;

(f) use the Software or Service, including the API services and the VV Platform, in a manner not authorised by VV, or to circumvent or attempt to circumvent the intended features, functionality or limitations which VV may have set on the Licensee;

(g) use the API services and all its associated functionalities, elements, components and executables therein to exploit any potential security vulnerabilities;

(h) reproduce the Software, except to the extent necessary for back-up or disaster recovery;

(i) remove, alter, or cancel from view any copyright or other notices of proprietary rights, marks, or legends appearing on the physical medium or contained in the Software or the Service. The Licensee will reproduce and include the same on any permitted copy.

Failure to comply with any of the above prohibited activities in clause 4.7(a) to (i), shall constitute a material breach of these Terms of Service.

  4.8 Third-party software and service.

  4.9 Accompanying third-party software.

5. VV RESPONSIBILITIES

  5.1 Upload, download, or transmission functions.

  5.2 Timing for implementation or activation.

  5.3 Not responsible for internet connection.

  5.4 General standard of care.

  5.5 Security controls.

  5.6 Support.

  5.7 Implementation.

  5.8 Availability.

  5.9 Downtime.

  5.10 Suspension and Change.

  5.11 Best effort to limit suspension and changes.

6. LICENSEE RESPONSIBILITIES

  6.1 General obligations.

  6.2 Authorized User.

  6.3 Passwords.

  6.4 Responsible for use.

  6.5 Responsible for operating environment.

  6.6 Responsible for access.

  6.7 Representations, warranties, and undertakings.

(a) perform due diligence and apply adequate know-your-customer ("KYC") principles on its End Users to mitigate against money laundering ("ML") and terrorist financing ("TF") risks. The Licensee is responsible for all the Verifications and activities that the Licensee conducts on VV Platform, and shall ensure that the Licensee has sufficient controls and conducts on-chain transaction monitoring to mitigate against any ML and TF risks;

(b) maintain the updated accuracy, completeness of the End User Data and ensuring a complete and thorough screening process is conducted on the relevant End User and wallet addresses that are the subject of the VA transfers;

(c) comply with Applicable Law, including all KYC, anti-money laundering, terrorist financing laws and regulations as prescribed in the applicable jurisdiction in which their respective licenses are granted. Licensee who is regulated by MAS, undertakes to comply with Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, Terrorism (Suppression of Financing) Act 2002 of Singapore, MAS Notice PSN02 and such other applicable laws and regulations, as amended thereunder. Licensee who is regulated by a Regulator, other than MAS, will comply with equivalent aforementioned regulatory requirements as prescribed by FATF or other jurisdictions in which the Licensee is subject to;

(d) comply with all Applicable Law regarding Travel Rule, data privacy and protection, the export, re-export, import, and use of any products, software, technology, or materials (including cryptographic technology and materials) comprised in or relating to the provision and the use of the VV Platform and Service;

(e) ensure not to use or attempt to use the VV Platform, APIs or the Service for illegal, illicit or fraudulent purposes, and refrain from any practices that may create confusion about the purposes for which the Service is used;

(f) apply the End User Data or other required data and use message standards as prescribed in the applicable Documentation. The type of End User Data to be transmitted shall be consistent with the type of data required by MAS and/or FATF or any equivalent Regulators.

(g) ensure the updated accuracy and completeness of the Licensee Corporate Data provided, including information on its Authorized Users, Affiliates (if any), directors and personnel, especially those data or information stated on the VASP directory and/or the VV Platform, which VV shall be entitled to rely on without further verification for the purposes set out in clause 7.6;

(h) have obtained and conducted all necessary requirements to establish legal bases or express consent, authorization from its End Users and/or to ensure applicable legal bases over the use of and the transfer of its End Users Data over to the counterparty VASP;

(i) enter into all necessary contractual arrangements in order to ensure that no laws, regulations, or End Users or third-party rights are violated (including laws and regulations regarding privacy, data protection, VA transfer, money laundering, terrorist financing, Sanction, anti-bribery and corruption, outsourcing and data transmission);

(j) ensure that consent from Licensee's directors, employees, shareholders and Authorized Users have been obtained for their personal information to be verified by VV and the other counterparty VASPs, and that none of Licensee directors, employees, shareholders and Authorized Users have been convicted of a criminal offense involving fraud, theft, dishonesty, breach of trust, money laundering, and to the best of its knowledge, the Licensee does not engage in any dealings or transactions with any service providers or persons who are subject to Sanction;

(k) provide all relevant information, including such information or documents as VV may request from time to time, in support of the Licensee's application to subscribe and access to the VV Platform; and

(l) acknowledge and agree that nothing in these Terms of Service constitute any representation, warranty or guarantee on the part of VV against the occurrence or prevention of Downtime, system failure or other similar events. Furthermore, nothing in these Terms of Service shall be construed or interpreted as VV accepting any responsibility or liability for Licensee's roles and responsibilities as set out in these Terms of Service, including this clause.

  6.8 Security.

  6.9 Licensee's responsibility to keep itself informed.

  6.10 Provision of information to VV.

  6.11 Testing.

7. INTELLECTUAL PROPERTY RIGHTS AND RELATED INDEMNIFICATION

  7.1 All IP rights retained.

  7.2 No grant of IP rights.

  7.3 IP indemnification.

(a) any reasonable legal fees incurred by the Licensee until control over the defence and settlement of any such claim has been handed over to VV; and

(b) any damages that a court or arbitral tribunal effectively awards, in a final and binding decision, against the Licensee if any such claim is upheld.

Any indemnification by VV is subject to the Licensee:

i. notifying VV promptly in writing of any such claim;

ii. doing nothing to jeopardise or prejudice VV's defence and settlement of any such claim;

iii. promptly handing over to VV sole control over the defence and settlement of any such claim to the extent legally feasible; and

iv. providing reasonable assistance to VV, at VV's expense.

  7.4 Alternative substitution.

(a) procure for the Licensee the right to continue using the affected VV Platform or Service; or

(b) modify, replace, or amend the affected VV Platform or Service so that they no longer constitute an infringement. In this case, the Licensee will substitute such version of the VV Platform or Service at the earliest opportunity after it has been made available.

If VV does not secure either option, then VV will refund any fees and charges paid by the Licensee for the affected VV Platform or Service, and the subscribed Service will automatically terminate.

  7.5 Sole rights and remedies for IP infringement.

  7.6 Licensee Corporate Data.

(a) it owns or has the right to make the Licensee Corporate Data available to VV;

(b) VV may share the Licensee Corporate Data with the other VASP who are VV alliance members, unless otherwise stated;

(c) the representations, warranties and undertakings stated in clause 6.7 are true and correct; and

(d) the posting and use of the Licensee Corporate Data on or through the VV Platform will not:

i. violate intellectual property, privacy, publicity, or other rights of any person or entity, or

ii. breach any consent or contract between the Licensee and its Authorized Users, employees, shareholders and other key persons.

  7.7 Performance Data.

  7.8 Feedback.

  7.9 Marks.

  7.10 Trademark, Company Names, and Trade Names.

8. CONSIDERATION

  8.1 Consideration.

  8.2 Pricing & Invoicing.

  8.3 Taxes.

  8.4 Late payment penalty.

9. LIABILITY

  9.1 VV liability.

  9.2 Licensee liability.

  9.3 Exclusions of liability.

(a) any End User's loss or damage arising from the VA transfer;

(b) any loss of business or revenue, loss or damage from the use of End User Data, Licensee Corporate Data or corruption of data, loss of use, loss of goodwill, loss of reputation, interruption of business, or other similar pecuniary loss howsoever arising (whether direct or indirect);

(c) failure or lack of KYC screening or verification being conducted on its customers, the End User, counterparty VASP, verified third party or the wallet addresses for the VA transfer or against any failure to mitigate against any money laundering and terrorist financing risks;

(d) any act, omission or default of Licensee, counterparty VASP, End User or other third party in relation to any VA transfer;

(e) any indirect, special, or consequential loss or damage of any kind; or

(f) any sanctions, fines and penalties of any kind imposed by any competent Regulator in relation to any VA transfer.

  9.4 Liability of VV's Licensors, Service Providers, or Sub-contractors.

  9.5 Indemnification by Licensee.

  9.6 Principles governing liability of each party.

(a) neither party may recover more than once for the same loss (including under insurance coverage);

(b) no undue enrichment will ever accrue to any party; and

(c) neither party is obliged to perform or will have any liability for any act, fault or omission by a third party for which it is not responsible.

  9.7 Force Majeure.

10. WARRANTIES AND DISCLAIMER

  10.1 Mutual Representations and Warranties.

  10.2 Disclaimer.

11. TERM AND TERMINATION

  11.1 Term.

  11.2 Mutual termination.

  11.3 Termination for Cause.

  11.4 Consequences of Termination.

  11.5 At termination.

12. PERSONAL DATA PROTECTION

  12.1 No access to End User Data.

  12.2 Consent by End Users to transfer.

13. CONFIDENTIALITY

  13.1 Ownership of Confidential Information.

  13.2 Definition.

  13.3 Obligations with respect to Confidential Information.

(a) facilitating the exchange of End User Data and information in accordance with the Travel Rule requirements as conducted on VV Platform; and

(b) promotion, deployment, provision, security (including forensic investigations), or support of the Service, including VV's accounting, audit and records keeping or its customer relationship management.

VV may also share Licensee Corporate Data or Licensee's Confidential Information, data or materials with its Affiliates, service providers (including their respective employees, agents, subcontractors or professional advisors) provided that any such third party complies with obligations of confidence no less restrictive than this clause.

VV may also share Licensee Corporate Data or Licensee's Confidential Information, data or materials with:

• its Affiliates and service providers (including their respective employees, agents, subcontractors or professional advisors);

• law enforcement agencies, Regulators or other governmental authorities, where VV deems it necessary;

Any of the above referenced entities or third parties to whom such information is disclosed will be notified and agree to be bound by confidentiality obligations no less restrictive than those outlined in this clause 13 to ensure continued protection of the Licensee's Corporate Data and Confidential Information. VV will take commercially reasonable steps to ensure that any such disclosure is limited to what is necessary and complies with applicable laws.

14. NOTICES

All notices from one party to the other will be in English and in writing, whether in paper form (typically, post or courier with acknowledgement of receipt) or in electronic form (typically, e- mail, e-form, e-invoice, statement on VV Platform and/or VV's website). When sent to the other party, such notices will be considered correct and valid if they are sent to the latest contact details notified by the other party for such matters pursuant to the provisions of this clause, or the latest registered or principal office so communicated by the other party. The registered address for service of any such notices to VV will be as those stated on VV's website.

15. ATTRIBUTION

VV may indicate that the Licensee is a subscriber of the Service and a member of VV alliance on VV's website and standard marketing materials. Any such attribution will be consistent with the Licensee's style guidelines or requirements as communicated to VV. The parties may agree to additional marketing efforts (e.g., case studies, events) in writing or press release detailing the parties' relationship.

16. MISCELLANEOUS

  16.1 Assignment and Sub-Contracting.

  16.2 Assistance and Reporting.

  16.3 Support.

(a) promptly notify VV of the problem in accordance with the support contact methods specified in Schedule 1;

(b) assist VV in identifying, investigating, and resolving the problem. In the event of a security incident relating to the provision or use of the Service, the Licensee must promptly supply to VV any information, data or other materials that are reasonably necessary for VV to conduct a forensic investigation of such incident (typically, forensic copies of VV interface or information);

(c) promptly correct the problem if it is the Licensee's responsibility to do so, and notify VV when it has been resolved; and

(d) respond correctly and promptly to any actions requested, Workaround, recovery or fallback procedures initiated, or directions given by VV to mitigate or resolve the problem and revert to normal operation conditions when the problem is resolved.

  16.4 Severability.

  16.5 No Waiver.

  16.6 No Agency.

  16.7 Amendments.

  16.8 Entire Agreement.

  16.9 Counterparts.

17. DISPUTE RESOLUTION

  17.1 Governing law.

  17.2 Remedies; Injunctive relief.

  17.2 Time limit for claims.

(a) within thirty (30) days of the date of the invoice for material error claim(s) relating to VV's invoice;

(b) within the time period during which messages or files can be retrieved for claims directly or indirectly relating to messages or files sent or received using the VV Platform; and

(c) for all other claims, within six (6) months of the date on which the claiming Licensee becomes aware (or should reasonably have become aware) of the event giving rise to the claim.

If the Licensee fails to make a valid claim in accordance with this clause, the Licensee shall be barred from making any (further) claim, which the Licensee shall be deemed to have definitively withdrawn and waived to the benefit of VV, without however affecting any right, claim or counterclaim on the part of VV.

  17.4 Conciliation.

  17.5 Arbitration Proceedings.

SCHEDULE 1

SUPPORT

1. SCOPE

VV agrees to provide the following Support to the Licensee in connection with the Software and VV Platform, including API services and Service.

2. PERFORMANCE STANDARDS AND SERVICE CREDIT

VV agrees to use commercially reasonable efforts to meet the performance standards set forth in this article 2 ("Performance Standards").

*The calculation of availability excludes:

• Maintenance Downtime; and
• Downtime caused by events or circumstances beyond VV's reasonable control, including errors or malfunction in systems and connections of Licensee, VASPs and providers of Third-Party Services.

Service Credit In the event the Licensee is unable to conduct Verification as a result of VV failing to meet the above Performance Standards, the Licensee may request that VV provide the following service credits in order to compensate against any shortfall in the service Availability:

The above Service Level Credits shall constitute the sole and exclusive remedy of Licensee for any failure by VV to meet the above Performance Standards.

3. SUPPORT

  3.1 Contact Information.

  3.2 General Inquiries.

  3.3 Error Reporting.

(a) a general description of the Service Error, including efforts to remedy (if any); and

(b) a reproducible test case or operational information (such as error message or debug log output).

  3.4 VV Response.

(a) an acknowledgement of receipt; and

(b) either (i) a suggested resolution and/or Restoration; or (ii) a request for additional information or remote or on-site physical access to the Licensee's network.

  3.5 Emergency Representative.

  3.6 Designated Contacts.

4. LICENSEE RESPONSIBILITIES

The Licensee shall be and remain responsible for the following:

(a) Complying with the specifications of the Supported Environment for the Service.

(b) Allowing VV access to the Licensee environment for support purposes. Access shall be remote or on-site, as necessary and as reasonably requested by VV. Access shall be permitted under direct control of the Licensee during business hours.

(c) Providing VV with such information, specifications, or other information as may reasonably be requested by VV and as may be reasonably available to the Licensee to properly respond to the inquiry in a timely fashion.

5. TIME TO RESPOND ("TTR")

Once VV is able to determine the severity levels of the escalated Service Errors, VV will adjust the TTR accordingly. VV shall endeavour to meet the following TTR levels for Support Requests properly submitted by the Licensee as set forth in the table below.

6. ESCALATION PROCESS

(a) Severity 1 -- Critical: A Severity 1 Service Error is one that generally results in a severe and major impact on the Licensee such as a major security breach on VV Platform or VV's system, Licensee unable to conduct any Verification or execute any Travel Rule information transmission, major data loss or personal data breach or a complete system failure resulting in accidental decryption of the End User Data;

(b) Severity 2 -- Normal: A Severity 2 Service Error generally refers to any Service Errors that may result in a moderate impact on the Licensee but does not necessarily cause a significant disruption, such as a slight delay in the execution of Verification to the counterparty VASP, a minor loss of access to certain VV Platformfeatures or functionalities or any other issues VV may consider as 'normal' in its severity;

(c) Severity 3 -- Low: A Severity 3 Service Error are generally those that caused inconvenience to the Licensee but does not cause any major or significant disruption. This may include instances where the VV Platform is unavailable on the development or testing environment but remains operational in the live or production environment, error or bugs spotted on the UI of the VV Platform whilst VV Platform remains fully functional and operational.

7. EXCLUSION

(a) Support Requests erroneously opened by the Licensee;

(b) Accounts provided to the Licensee for testing or development purposes;

(c) Support Requests opened by the Licensee for service monitoring purposes only;

(d) Support Requests related to the Licensee's maintenance or configurations or arising from the negligence, acts, or omissions of the Licensee;

(e) the Service being serviced or modified by anyone other than VV or by a third party not authorized by VV or Licensee's Authorized Users or Contractors; or

(f) events or circumstances outside the reasonable control of VV, including Force Majeure Events.

8. MAINTENANCE DOWNTIME

9. MEASUREMENT AND REPORTING

VV will aggregate the period of Availability on a monthly basis and the Licensee shall promptly report any inaccuracies and/or any alleged deficiencies to the Service or VV Platform. For the purposes of measuring Downtime and Availability, VV reserves the sole discretion to utilise any monitoring means available. The Licensee will be given access to the monthly uptime reports to verify Downtime and Availability, upon request.