Terms of Service

1.Introduction and acceptance

1.1These terms of service, together with Schedule 1 (Risk Disclosures), constitute a binding agreement between you and MOG CAPITAL CORPORATION, a company incorporated in the Republic of Panama (MOG CAPITAL CORPORATION, we, us or our), and govern your access to and use of the website, web application and any related interface through which Mog Markets is made available, together with all functionality that interface makes available (the Interface).

1.2By accessing the Interface, by connecting a digital wallet to it, by placing an order through it, or by otherwise using it, you agree to be bound by these Terms. If you do not agree to these Terms, or if you are unable to give the representations and warranties set out in clauses 5 and 6, you must not access or use the Interface.

1.3Schedule 1 forms part of these Terms and describes risks that may result in the total loss of the assets you commit and in amounts determined to be payable to you remaining unpaid, in whole or in part, indefinitely. You should read Schedule 1 before you place any order.

1.4You should retain a copy of these Terms. We may amend them in accordance with clause 25.

2.Definitions and interpretation

2.1In these Terms the following expressions have the following meanings.

Barrier

means a reference price level fixed at the time a Position is opened, the crossing of which by an attested Reference Price terminates the Position and determines the amount at which it settles.

Beneficiary

has the meaning given in clause 22.1.

Charge

means the charge described in clause 9.

Claim

means an entitlement to receive a Favourable Settlement Amount, or part of one, that is not paid at the time it arises and that is recorded in the Settlement Queue.

Collateral

means the amount of the Settlement Asset you commit when you place an order for a Position.

Face

means the maximum gross amount that a Position is capable of producing in your favour, as fixed by the Protocol at the time the Position is opened.

Favourable Settlement Amount

means an amount determined by the Protocol to be payable to you on the termination or closure of a Position, after application of the Charge.

Interface

has the meaning given in clause 1.1.

Market

means a synthetic market made available through the Interface in respect of a specified reference asset.

Position

means a perpetual synthetic exposure opened through the Interface.

Protocol

means the smart contracts deployed on the Settlement Chain that record Positions and orders, apply Reference Prices, determine settlement amounts, maintain the Settlement Queue and hold the Treasury.

Reference Price

means a price for a Market derived from an attested aggregation of independent price sources and recorded on the Settlement Chain.

Restricted Jurisdiction

means any country, territory or region that is the subject of comprehensive economic or trade sanctions administered by the United Nations, the United States of America, the European Union or the United Kingdom, and any jurisdiction identified by the Financial Action Task Force as a high-risk jurisdiction subject to a call for action, in each case as identified in the list published through the Interface from time to time and as that list is amended from time to time.

Restricted Person

means any person who is located in, ordinarily resident in, established in, incorporated in or a national of a Restricted Jurisdiction; any person who is the subject of economic or trade sanctions, or who is designated on, or owned or controlled by a person designated on, any sanctions, terrorism, proliferation or comparable restricted party list maintained by any competent authority; and any person acting for the account or benefit of any such person.

Settlement Asset

means the digital asset in which Collateral is committed and in which settlement amounts and Claims are denominated and paid, as specified through the Interface in respect of each Market from time to time.

Settlement Chain

means the distributed ledger on which the Protocol is deployed.

Settlement Queue

means the record of unpaid Claims maintained by the Protocol and ordered by seniority.

Terms

means these terms of service, including Schedule 1.

Treasury

means the balance of the Settlement Asset held by the Protocol and available to meet settlement amounts.

2.2References to clauses and schedules are to clauses of and schedules to these Terms. Headings are included for convenience only and do not affect interpretation. The expressions including, in particular and for example are not words of limitation. Words importing the singular include the plural and the converse. A reference to a person includes any individual, body corporate, partnership, unincorporated association, trust and governmental or regulatory authority. A reference to any legislation includes that legislation as amended, extended or re-enacted.

3.Nature of the Interface and the Protocol

3.1The Interface is a means of composing instructions and transmitting them to the Settlement Chain. When you place, modify, close or cancel an order, the instruction is transmitted to the Settlement Chain and is given effect, if at all, by the Protocol in accordance with rules recorded in the deployed smart contracts. Those rules operate automatically and neither we nor any other person has discretion over the amount at which, or the order in which, an individual Position settles.

3.2We do not act as your counterparty in respect of any Position, we do not enter into any Position with you, and we give no undertaking to pay you any amount. Settlement amounts and Claims are recorded in, and discharged by, the Protocol from the Treasury and from amounts routed to the Settlement Queue in accordance with clause 8. They are not liabilities of MOG CAPITAL CORPORATION and are not claims against MOG CAPITAL CORPORATION or against any of its assets.

3.3We do not take custody of Collateral or of any other asset belonging to you. Collateral committed when an order is placed is held in segregated escrow recorded on the Settlement Chain. It is not held by us, it is not our property, and it does not form part of the Treasury. We have no ability to transfer, apply, pledge or dispose of your Collateral otherwise than as the Protocol provides.

3.4We do not hold or control your private keys, seed phrase or recovery material. Access to a Position depends entirely on your continued control of the wallet used to open it. We cannot recover a lost key, reverse or amend a transaction, cancel an instruction once it has been given effect, or restore access to a wallet.

3.5The Interface is not an exchange, a regulated trading venue, a multilateral trading facility, an organised trading facility, a broker, a dealer, an investment firm, a clearing house, a central counterparty, a custodian, a bank, a payment institution, a money services business or a fiduciary. Nothing in these Terms, in the Interface or in any communication from us is a representation that the Interface or the Protocol is any of those things, or that MOG CAPITAL CORPORATION or any other person holds any authorisation, licence, registration or exemption in any jurisdiction in connection with it.

3.6Certain functions in relation to the Protocol are or may be performed by us or by persons acting on our behalf. Those functions are described in clause 10. They are performed in our own interest and at our discretion, and not as your agent, trustee, fiduciary or adviser, and not in the interest of users generally.

4.No advice and no relationship of trust

4.1Nothing made available through the Interface, in any documentation, or in any communication from us or from any person associated with us constitutes investment advice, a personal recommendation, a solicitation, an offer, an inducement, a research report, a credit assessment, tax advice, accounting advice or legal advice, and none of it may be relied upon as any of those things.

4.2We do not assess whether any Market, any leverage level or any Position is suitable or appropriate for you. We do not assess your knowledge, your experience, your financial situation, your objectives or your capacity to bear loss, and no suitability or appropriateness assessment of any kind is performed. You must not infer from the availability of any Market, leverage level or Position size that it is suitable for you or for anyone.

4.3No fiduciary, advisory, agency, partnership, joint venture or trust relationship arises between you and us by virtue of these Terms, of your use of the Interface, or of any communication between us.

5.Eligibility

5.1You represent and warrant to us, on each occasion on which you access or use the Interface and on each occasion on which you place, modify or close an order, that:

5.1.1you are at least eighteen years of age, you have full legal capacity to enter into and perform these Terms, and where you access the Interface on behalf of an entity you are duly authorised to bind that entity, which is then also bound by these Terms;

5.1.2you are acting on your own account and not for the account or benefit of any undisclosed person, and the assets you commit are lawfully yours and are not derived from any unlawful activity;

5.1.3you are not a Restricted Person, you are not located in or accessing the Interface from a Restricted Jurisdiction, and you are not acting directly or indirectly for or on behalf of a Restricted Person;

5.1.4your access to and use of the Interface, and your entry into and holding of Positions and Claims, is lawful in every jurisdiction to which you are subject, and you accept that you alone are responsible for determining whether that is so and for obtaining any consent, authorisation or licence you may require;

5.1.5you have sufficient knowledge and experience of leveraged derivative instruments, of digital assets and of distributed ledger technology to evaluate independently the merits and risks of each Position you open, and you are financially able to bear the total loss of every amount you commit and to bear the consequence of any amount determined to be payable to you remaining unpaid indefinitely; and

5.1.6you have read and understood these Terms and Schedule 1.

5.2Each representation and warranty in clause 5.1 is given on a continuing basis. If any of them ceases to be true you must immediately cease accessing and using the Interface. Nothing in this clause 5 obliges us to verify any representation you give, and we do not do so.

6.Access controls, screening and circumvention

6.1We may restrict access to the Interface, or to any part or function of it, by reference to internet protocol address, geolocation data or any other indicator of location or identity, and we may refuse access from any Restricted Jurisdiction or from any jurisdiction we determine to restrict. We may apply, vary or remove any such restriction at any time, in our sole and absolute discretion, without notice.

6.2You acknowledge and agree that wallet addresses used to access the Interface may be screened, whether by us or by a service provider, against sanctions, terrorism financing, proliferation financing and comparable restricted party data, and against risk indicators derived from activity recorded on distributed ledgers, and that access to the Interface may be refused, suspended, restricted or withdrawn in respect of any wallet address on the basis of a screening result or of any other information available to us. We are not obliged to notify you of any screening, to disclose any result, to explain any decision, or to provide any means of challenging or appealing it.

6.3You must not use, and must not attempt to use, a virtual private network, proxy, relay, anonymising service, remote desktop service, intermediary, agent, nominee, third-party wallet or any other means or arrangement in order to conceal or misrepresent your location, residence, nationality or identity, or in order to circumvent, defeat or test any access control, screening measure, restriction or security measure applied to the Interface. Any such conduct is a material breach of these Terms and entitles us to withdraw your access immediately and permanently under clause 14.

6.4Access controls and screening measures are imperfect and are applied on a best efforts basis only. The fact that you were technically able to access the Interface, to connect a wallet or to place an order is not a representation, determination or confirmation by us that you are permitted to do so, that you are not a Restricted Person, or that your access or use is lawful. You may not rely on the absence of a restriction.

6.5Any screening measure, geographic restriction or access control is applied for our own purposes and does not create any duty of care to you or to any other person, and no such measure is a protection on which you may rely.

7.Wallets, instructions and network transactions

7.1To use the Interface you must connect a compatible self-custodial digital wallet. The wallet, and any software or service by which you access it, is provided by a third party on that third party terms and is not part of the Interface.

7.2Any instruction transmitted from a wallet you have connected, and any instruction validly authenticated by a signature referable to that wallet or to any session key, delegated key or other authority you have created or authorised, is deemed to be given by you and is binding on you, whether or not you in fact gave it, whether or not you intended its effect, and whether or not it was given by a person you authorised. You are responsible for the security of your wallet, of every device by which you access it, and of every key and authority you create.

7.3We are entitled to rely on any instruction described in clause 7.2 without further enquiry, and we are under no obligation to verify the identity or authority of the person giving it, to query an instruction that appears unusual, or to refuse an instruction.

7.4You are responsible for all network transaction fees and other costs of interacting with the Settlement Chain. Those fees are not payable to us and are not within our control.

7.5Transactions recorded on the Settlement Chain are irreversible. Once an instruction has been given effect it cannot be recalled, cancelled, amended or reversed by us or by any other person, and an instruction given in error, given to a wrong address, or given as a result of your being deceived by a third party cannot be undone.

7.6An order that has been placed but has not filled remains subject to the rules of the Protocol. An order may fill at a Reference Price that differs from the price displayed to you when you placed it, may not fill at all, and may be refunded rather than filled. The Interface displays information on a best efforts basis and that information may be delayed, incomplete or inaccurate.

8.Positions, settlement and the Settlement Queue

8.1A Position is opened by committing Collateral and selecting a Market, a direction and a leverage level. When the Position is opened the Protocol fixes the Collateral, the leverage, the entry Reference Price, the Charge rate, the Face and both Barriers. Those parameters are fixed for the life of the Position and are not adjusted for any subsequent event.

8.2The Face is the maximum gross amount that the Position is capable of producing in your favour. No movement in the Reference Price, however large, and no gap in the Reference Price, however wide, can produce a gross amount in your favour that exceeds the Face. Your participation in a favourable movement is therefore bounded, and beyond the favourable Barrier you receive nothing further.

8.3A Position terminates when a Barrier is crossed by an attested Reference Price or when you close it. Where the adverse Barrier is crossed the Position is liquidated and the whole of the Collateral is consumed, and you receive nothing. Where the favourable Barrier is crossed the Collateral is returned to you and a gross amount not exceeding the Face is produced in your favour. Where a Reference Price moves through a Barrier in a single step, so that no attested price is recorded at or near the Barrier level, settlement is determined at the Barrier level fixed when the Position was opened and not at the level actually reached, whether that operates in your favour or against you.

8.4You may close a Position before a Barrier is crossed. A closure is given effect at the next eligible attested Reference Price and not at the price displayed to you when you gave the instruction. Where the Reference Price has moved in your favour, the amount settled on a closure is less than the amount a proportionate calculation on the same price movement would produce, and it approaches that amount only as the favourable Barrier is approached. Closing early in a favourable movement will therefore realise materially less than the price movement alone suggests, and the smaller the movement the greater that reduction is in proportionate terms. Where the Reference Price has moved against you, a closure realises that adverse movement and only the remainder of the Collateral is returned.

8.5The Settlement Queue. A Favourable Settlement Amount is paid to you at the time it arises only to the extent that the Treasury then holds sufficient Settlement Asset. Any part of it that is not paid at that time becomes a Claim and is recorded in the Settlement Queue behind Claims that arose earlier. Claims are met out of amounts subsequently realised as losses on other Positions, in order of seniority, before any such amount is applied to the Treasury. Whether and when a Claim is paid therefore depends entirely on the volume, direction and outcome of activity of other users after the Claim arises.

8.6You acknowledge and agree that:

8.6.1the Settlement Queue is a rule of priority in the application of amounts that may or may not arise in the future, and is not a promise, undertaking, guarantee, assurance or indication that any Claim will be paid, in whole, in part, or at any particular time;

8.6.2a Claim may remain unpaid in whole or in part indefinitely, and will remain unpaid if activity on the relevant deployment ceases, declines or does not produce realised losses in sufficient amount, which may occur at any time and for any reason, including because the Interface is discontinued or because users cease to use it;

8.6.3neither MOG CAPITAL CORPORATION nor any Beneficiary nor any other person is under any obligation, and no such person has given any undertaking, to fund or replenish the Treasury, to provide liquidity, to procure or maintain activity, to act as market maker, to make any market, to purchase or assume any Claim, or to pay any Claim or any part of one;

8.6.4a Claim is not transferable, assignable, chargeable, pledgeable, discountable, redeemable on demand, capable of acceleration or capable of being surrendered or abandoned in exchange for payment, and cannot be dealt with otherwise than as the Protocol provides;

8.6.5a Claim bears no interest, carries no entitlement to compensation for delay, and is not adjusted for the passage of time, for inflation, or for any change in the value or purchasing power of the Settlement Asset;

8.6.6a Claim is not a deposit, an account balance, a loan, a debt security, a note, a bond, a unit or interest in a collective investment scheme or fund, an insurance or indemnity contract, a guarantee, or a claim against MOG CAPITAL CORPORATION, against any Beneficiary or against the assets of any of them, and is not protected by any deposit guarantee scheme, investor compensation scheme, insurance arrangement, ombudsman or comparable protection in any jurisdiction; and

8.6.7the position of a Claim in the Settlement Queue may be affected by the application of amounts to Claims that are senior to it, and you have no right to require that any amount be applied to your Claim in priority to any other.

8.7The Protocol does not reserve Settlement Asset against the maximum amount that every open Position is capable of producing. Exposure is bounded at the level of each individual Position and is recorded on the Settlement Chain, but it is not pre-funded. The aggregate of amounts that could become payable may exceed, and at times may substantially exceed, the Settlement Asset available to meet them. You accept that you are exposed to that shortfall and that it is not insured, guaranteed or otherwise made good.

8.8The maximum Face and the maximum Collateral available in respect of a single Position are determined by the Protocol by reference to its unencumbered equity, subject to a floor, and aggregate limits also apply across Positions in the same Market and direction. Those limits are assessed when an order would fill and not when it is placed. An order that does not satisfy the limits then in force will not fill. We do not guarantee that a Market, a leverage level, a Position size or an aggregate capacity that was available will remain available, and availability may change without notice.

8.9No Position has an expiry date and no periodic funding amount is paid or received in respect of any Position. A Position continues until a Barrier is crossed or until you close it, and the passage of time alone neither improves nor worsens your position other than through movement in the Reference Price.

9.Charge

9.1A charge of five per cent of the gross amount produced in your favour on the termination or closure of a Position is applied by the Protocol before the Favourable Settlement Amount is determined. The Charge is applied to the gross amount and not to any net profit, and it is applied whether the amount is paid immediately or becomes a Claim.

9.2No charge is applied when a Position is opened, and no charge is applied to the return of Collateral. Where a Position is liquidated the Collateral is consumed in full and no Charge arises.

9.3We may vary the rate of the Charge at any time, in our sole and absolute discretion and without notice. A variation applies in respect of Positions opened after it takes effect. The rate applicable to a Position is the rate fixed by the Protocol when that Position was opened.

9.4The Charge is separate from, and in addition to, network transaction fees and any cost imposed by your wallet or by any other third party.

9.5The manner in which the Charge is applied within the Protocol, and the persons to whom any part of it is directed, is a matter for the Protocol and for us. It confers no right, interest, entitlement or expectation on you, and you have no claim in respect of it.

10.Operator functions and discretion

10.1We perform, or may perform, or may procure the performance of, functions in relation to the Protocol and the Interface that include determining which Markets are made available and on what parameters; determining, calibrating and varying the parameters that govern Position limits, leverage ranges, Barrier distances, capacity and access to Markets; suspending the opening of new Positions at the level of an individual Market or of an entire deployment; and initiating the replacement of any module of the Protocol that is capable of replacement.

10.2Each function described in clause 10.1 is exercisable in our sole and absolute discretion, at any time, without notice to you and without any obligation to give reasons. We may exercise any such function, decline to exercise it, delay in exercising it, or exercise it in respect of some Markets, deployments, wallet addresses or users and not others. We owe you no duty to exercise any such function, to exercise it at any particular time, to exercise it in your interest or in the interest of users generally, or to consider your interest at all in deciding whether to exercise it.

10.3A suspension of the opening of new Positions does not stop the recording or application of Reference Prices, does not stop the settlement of open Positions, does not stop the payment of Claims in accordance with their seniority, and does not stop the return of Collateral. A suspension is not a response to, and is not an indication of, the level of the Treasury or the state of the Settlement Queue.

10.4Where a module of the Protocol is capable of replacement, replacement is subject to a public delay of not less than forty-eight hours from announcement. You acknowledge that the delay affords an opportunity to withdraw unencumbered Settlement Asset, and that it affords no equivalent opportunity in respect of Collateral committed to an open Position, an order that has not filled, or a Claim recorded in the Settlement Queue, each of which remains subject to the Protocol as replaced and may be affected by the replacement.

10.5Certain modules of the Protocol are not capable of replacement. You acknowledge that this does not prevent the economics of the Protocol from changing, because modules that are capable of replacement determine how amounts are calculated and routed, and that a deployment implementing different economics may be made available at any time.

10.6We may modify, suspend, restrict, withdraw or discontinue the Interface or any part or function of it, and may withdraw any Market, at any time and without notice, and we are not obliged to maintain the Interface or any Market for any period.

10.7Neither MOG CAPITAL CORPORATION nor any Beneficiary is liable for any loss arising from the exercise of, from the failure or refusal to exercise, or from any delay in exercising, any function described in this clause 10, and you agree not to bring any claim in respect of any such matter.

11.Reference Prices

11.1Settlement depends entirely on Reference Prices derived from an attested aggregation of independent price sources and recorded on the Settlement Chain. A Reference Price is not determined by us in the exercise of judgement, is not a valuation, and is not a representation as to the price or value of any asset at any time or in any market.

11.2The recording of Reference Prices may be performed by a permissionless attestation network, or by a permissioned service which may be operated by us or by a person acting on our behalf. The arrangement in force in respect of a deployment will be identified through the Interface. Where the arrangement is permissioned, the person performing it acts in its own interest, owes you no duty in doing so, and may cease to perform it at any time.

11.3A round of Reference Prices may be invalid, including where source data is insufficient, insufficiently current or too widely dispersed, in which case the round has no effect on any Position, Claim or balance. Where Reference Prices are not recorded, or are not current, orders may not fill, Positions may not settle when you expect them to settle, and a pending order may be refunded rather than filled. Delay in the recording or application of Reference Prices affects the timing of settlement and does not alter the sequence in which, or the amounts at which, Positions settle.

11.4A Reference Price may be inaccurate, stale, distorted, manipulated or unavailable, and the sources from which it is derived may fail, be compromised, share undisclosed dependencies on one another or on a common venue, cease to be independent, or cease to be available. Aggregation and dispersion checks reduce the influence of a single source. They do not eliminate correlated error, coordinated manipulation, common-source dependency or a defect in the design of the reference itself. We give no warranty as to the accuracy, completeness, timeliness, continuity, independence or integrity of any Reference Price or of any source, and neither MOG CAPITAL CORPORATION nor any Beneficiary accepts any liability in respect of any of those matters.

11.5A Position may be liquidated, or may settle, on the basis of a Reference Price that differs from the price observable on any particular market or venue at the same moment, including a price you consider to be the correct or prevailing price. You have no recourse in respect of any such difference, and a Position that is liquidated is not reinstated if the Reference Price subsequently moves in your favour or is later shown to have been inaccurate.

12.Settlement Asset

12.1Collateral, settlement amounts and Claims are denominated and paid exclusively in the Settlement Asset. The Settlement Asset is issued, administered, recorded and redeemed by a third party over which we have no control and with which we have no arrangement for your benefit.

12.2We may specify a different Settlement Asset in respect of new Markets or new Positions, and we may cease to make any Market available in a particular Settlement Asset. A Position, once opened, settles in the Settlement Asset specified for it when it was opened.

12.3Any failure of the Settlement Asset will affect Collateral, settlement amounts, Claims and the Treasury and may render each of them worthless. Failure includes any loss of the value the Settlement Asset is intended to maintain relative to any reference currency, whether temporary or permanent; any suspension, limitation or refusal of redemption; any freezing, seizure, blacklisting, clawback, burning or reissuance of balances by the issuer or by any authority; any insolvency, resolution, wind-down or regulatory action affecting the issuer; and any defect, exploit or failure in the contract by which the Settlement Asset is recorded.

12.4The risk of the Settlement Asset is yours in full. Neither MOG CAPITAL CORPORATION nor any Beneficiary makes any representation as to the Settlement Asset, its issuer, its reserves, its redeemability or its regulatory status, and neither has any liability in respect of any of those matters.

13.Prohibited conduct

13.1You must not do, attempt to do, or assist, procure or permit any other person to do, any of the following.

13.1.1Manipulate, distort, influence or interfere with any Reference Price, or with any price source from which a Reference Price is derived, including by entering into, or refraining from, any transaction in any market for the purpose or with the effect of moving a Reference Price, and including any conduct designed to trigger or avoid the crossing of a Barrier.

13.1.2Interfere with the recording or the application of Reference Prices, with the sequence in which they are recorded or applied, or with the order in which instructions are given effect, including by censoring, reordering, delaying or front-running transactions.

13.1.3Enter into any transaction, or any series of transactions, that has no substantial purpose other than to create a false or misleading appearance of activity, price or volume, including matching your own orders and dealing between wallets or accounts under common ownership or control.

13.1.4Exploit, or take advantage of, any defect, error, bug, vulnerability, unintended behaviour, misconfiguration or economic mispricing in the Interface, the Protocol, the Settlement Asset or the Settlement Chain, whether or not that involves any unauthorised access and whether or not it involves any breach of any other provision of these Terms.

13.1.5Access or attempt to access any part of the Interface, the Protocol or any related system otherwise than as expressly permitted, including by circumventing or attempting to circumvent any access control, rate limit, screening measure, authentication measure or security measure, and including any penetration testing or comparable activity not expressly authorised by us in writing.

13.1.6Interfere with the operation, availability, performance or integrity of the Interface, including by transmitting malicious code, by imposing an unreasonable or disproportionate load on it, or by any denial of service activity.

13.1.7Use the Interface for or in connection with money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, market abuse, bribery, corruption, tax evasion or any other unlawful purpose, or in order to conceal the origin or ownership of any asset.

13.1.8Use the Interface in breach of any law, rule or regulation applicable to you, or in a manner that would cause MOG CAPITAL CORPORATION or any Beneficiary to breach any law, rule or regulation applicable to it.

13.2The fact that the Protocol gives effect to an instruction is not our consent to it, is not a determination that it is permitted, and does not waive any breach of this clause 13. The absence of a technical measure preventing conduct is not permission to engage in it.

13.3Where we determine, in our sole and absolute discretion, that you have breached or may have breached this clause 13, we may without notice withdraw your access under clause 14, refuse to transmit any instruction, disclose information relating to you and your activity to any competent authority or to any person assisting us, and pursue any remedy available to us including proceedings for damages, an account of profits and injunctive relief. Those rights are cumulative and are without prejudice to any other right.

13.4You remain liable to MOG CAPITAL CORPORATION for any loss it or any Beneficiary suffers as a result of a breach of this clause 13, and you hold no entitlement to any amount obtained through such a breach.

14.Refusal, suspension and withdrawal of access

14.1We may refuse, suspend, restrict or withdraw access to the Interface, in respect of any person, wallet address, group of wallet addresses, jurisdiction or class of user, at any time, in our sole and absolute discretion, without notice, without giving reasons and without liability.

14.2You acknowledge and agree that the refusal, suspension, restriction or withdrawal of access to the Interface does not close any open Position, does not release or return any Collateral, does not alter the existence, amount or seniority of any Claim, and does not prevent the Protocol from liquidating a Position, settling a Position or applying amounts to Claims. It removes only the means by which we make instructions available to be composed and transmitted. It does not remove, alter or discharge any state recorded on the Settlement Chain, and any Position, order or Claim you hold at the time remains subject to the rules of the Protocol.

14.3We are not obliged to provide, procure or preserve any alternative means of interacting with the Protocol, and you acknowledge that your ability to do so without the Interface depends entirely on your own means, resources and technical knowledge, and may be impossible in practice.

14.4We are not obliged to preserve, and may cease to make available, any record of your activity, and we do not undertake to provide you with any statement, transaction history or report.

15.Intellectual property

15.1All intellectual property rights in and to the Interface, including its software, source code, object code, design, layout, look and feel, text, graphics, illustrations, data compilations, names, logos, marks and other identifiers, are owned by or licensed to MOG CAPITAL CORPORATION. Nothing in these Terms transfers or assigns any of those rights to you.

15.2We grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Interface for its intended purpose, in accordance with these Terms and for so long as they apply. All rights not expressly granted are reserved.

15.3You must not copy, reproduce, republish, frame, mirror, distribute, sell, licence, adapt, translate or create derivative works of the Interface or of any part of it; must not scrape, crawl, index or systematically extract data from it other than as we expressly permit; must not remove or obscure any proprietary notice; and must not decompile, disassemble or reverse engineer any part of it, except and to the extent that such a restriction is prohibited by applicable law.

15.4Where you provide us with any comment, suggestion, idea or other feedback in relation to the Interface or the Protocol, you grant us a perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use, reproduce, modify and exploit it for any purpose without acknowledgement or compensation, and you waive any moral right in it to the extent permitted by law.

15.5Nothing in these Terms grants you any right in or to the source code of the Protocol, which is subject to its own licence terms, or in or to any third-party software, mark or content.

16.Third-party services and content

16.1The Interface depends on, interacts with, or makes available access to services, systems and content provided by third parties, including digital wallets and wallet connection services, node and remote procedure call providers, attestation networks and price sources, the Settlement Chain and its validators or sequencers, the issuer and administrator of the Settlement Asset, hosting and content delivery providers, analytics providers, screening providers, and any website or resource to which the Interface links.

16.2Each such service, system and item of content is provided by the relevant third party on its own terms and subject to its own privacy practices, which you should review. We do not control any of them, we do not endorse or verify any of them, and we make no representation and give no warranty as to any of them, including as to their availability, performance, accuracy, security or continuity.

16.3Neither MOG CAPITAL CORPORATION nor any Beneficiary is liable for any act, omission, failure, defect, unavailability, breach or insolvency of any third party described in this clause 16, or for any loss arising from your use of or reliance on any of them.

17.Tokens

17.1These Terms do not govern the acquisition, holding, transfer, use or disposal of any token issued by, in connection with or in relation to the Protocol. Any such token is or will be governed by separate terms, and nothing in these Terms applies to it.

17.2No token is offered, sold, distributed, allocated, promoted or made available to you by MOG CAPITAL CORPORATION under these Terms or through the Interface, and nothing in these Terms, in the Interface or in any communication from us constitutes an offer, invitation, solicitation, inducement, advertisement or recommendation in respect of any token, or an offer of any security or financial instrument in any jurisdiction.

17.3Where the Protocol issues a token, it does so automatically in accordance with rules recorded in the deployed contracts. Any such issuance confers no right, claim, interest or expectation against MOG CAPITAL CORPORATION or against any Beneficiary, and creates no obligation on any of them. You acquire no right to any token by reason of opening a Position, incurring a loss, holding a Claim or using the Interface.

18.Taxes

18.1You are solely responsible for determining what taxes, duties, levies and charges apply to your activity, and for calculating, reporting, filing and paying them to the relevant authority in every jurisdiction in which you are liable.

18.2We do not withhold, deduct, collect, account for or report any tax in respect of your activity, we do not provide tax advice, and no information made available through the Interface is prepared for tax purposes, constitutes a tax record or may be relied upon as one. Amounts stated through the Interface are stated without regard to any tax that may apply to you.

18.3You will indemnify MOG CAPITAL CORPORATION and each Beneficiary in respect of any tax, penalty, interest, cost or expense that any of them incurs as a result of your activity or of your failure to comply with any tax obligation.

19.No warranties

19.1The Interface is provided on an as is and as available basis, with all faults and without warranty of any kind.

19.2To the maximum extent permitted by applicable law, MOG CAPITAL CORPORATION and each Beneficiary exclude all representations, warranties, conditions, terms, undertakings and duties of any kind, whether express or implied, statutory, at common law, by custom, by course of dealing or otherwise, including any as to merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, non-infringement, accuracy, completeness, security, reliability or availability.

19.3Without limiting clause 19.2, we give no warranty and make no representation that the Interface will be available, uninterrupted, timely, secure or free from error or defect; that the Protocol will operate as described, as intended or without interruption; that any Reference Price will be accurate, current, continuous or available; that any Market, leverage level, Position size or capacity will be or remain available; that any order will fill, or will fill at any particular price or time; that any Favourable Settlement Amount will be paid at the time it arises or at all; that any Claim will be paid in whole, in part or at any time; that the Settlement Chain will achieve finality, resist censorship, avoid reorganisation or remain available; that the Settlement Asset will retain any value or remain redeemable; or that the Interface, the Protocol or any smart contract is free from defect, vulnerability or unintended behaviour, notwithstanding any audit, review, verification, formal analysis, testing, simulation or historical study.

19.4Any audit, review, report, analysis, simulation, backtest, historical study or model relating to the Interface or the Protocol, whether or not referred to or made available through the Interface, is the work of its author, is limited in scope and in the assumptions on which it rests, speaks only as at its date, and is not a warranty or representation by us or by its author that the subject of it is secure, correct, complete or free from defect. Historical, simulated and hypothetical results are not indicative of future results and must not be relied upon as an indication of any outcome.

19.5Any information, figure, projection, illustration, estimate or statistic made available through the Interface is provided for general information only, may be incomplete, delayed or inaccurate, and must not be relied upon in making any decision.

20.Exclusion of liability

20.1To the maximum extent permitted by applicable law, neither MOG CAPITAL CORPORATION nor any Beneficiary shall have any liability to you, whether in contract, in tort including negligence, for breach of statutory duty, in restitution, for misrepresentation or otherwise, in respect of any loss, damage, cost, expense or liability of any kind arising out of or in connection with these Terms, the Interface, the Protocol, any Market, any Position, any order, any Collateral, any Claim, any Reference Price or the Settlement Asset.

20.2Without limiting clause 20.1, the exclusion in that clause applies to loss of, or the inability to access or recover, any Collateral or any other asset; the non-payment, partial payment or delayed payment of any Favourable Settlement Amount or Claim, and the permanent non-payment of any Claim; the liquidation of a Position, including a liquidation resulting from a small adverse movement in a Reference Price, from a gap in a Reference Price, from an inaccurate, distorted or manipulated Reference Price, or from a delay in the recording or application of a Reference Price; the failure, unavailability, inaccuracy, distortion or manipulation of any Reference Price or price source; any defect, error, bug, vulnerability or unintended behaviour in the Interface, the Protocol, the Settlement Asset or the Settlement Chain, and any exploitation of any of them by any person; any failure, congestion, reorganisation, fork, censorship, delay or unavailability of the Settlement Chain; any failure of the Settlement Asset or of its issuer; the loss, theft, compromise or misuse of any private key, seed phrase, device, wallet or delegated authority, and any unauthorised use of your wallet; the exercise of, the failure or refusal to exercise, or any delay in exercising any function described in clause 10, including any suspension, delisting, parameter change or module replacement; the refusal, suspension, restriction or withdrawal of access under clause 6 or clause 14; the act, omission, failure or insolvency of any third party; any change in law or any action of any authority; and any loss of profit, revenue, anticipated saving, business, opportunity, goodwill, reputation or data, and any indirect, consequential, special, incidental, punitive or exemplary loss, in each case whether or not any of the foregoing was foreseeable.

20.3The exclusions in this clause 20 apply whether or not the relevant loss was foreseeable, whether or not we or any Beneficiary was advised of the possibility of it, whether or not it arises from a matter within our control, and whether or not any limited remedy is found to have failed of its essential purpose.

20.4Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, in particular liability for fraud or fraudulent misrepresentation. If any exclusion in this clause 20 is held to be unenforceable in whole or in part, that exclusion shall apply to the maximum extent permitted by applicable law, and the liability of MOG CAPITAL CORPORATION and of each Beneficiary shall in every case be limited to the minimum extent that applicable law requires.

20.5Each provision of this clause 20 operates separately. If any of them is held to be unenforceable, the remainder continue in full force.

20.6You acknowledge that the allocation of risk in clauses 19, 20, 21, 22 and 23 is a fundamental basis on which the Interface is made available to you, that it is reasonable having regard to the fact that no fee is charged for access to the Interface and that no undertaking to pay any amount is given, and that the Interface would not be made available to you on any other basis.

21.Release

21.1To the maximum extent permitted by applicable law you release and forever discharge MOG CAPITAL CORPORATION and each Beneficiary from every claim, demand, action, cause of action, proceeding, liability and right of set-off, whether known or unknown, suspected or unsuspected, present or future, arising out of or in connection with any matter described in clause 20.2, and you waive the benefit of any law, rule or principle that would limit the effect of a release to claims of which the releasing party is aware at the time of giving it.

21.2You will not commence, join, fund, support or participate in any claim or proceeding, in any forum, in respect of any claim released under clause 21.1, and this clause may be pleaded as a bar to any such claim or proceeding.

22.Beneficiaries

22.1Beneficiary means each of the following: each affiliate of MOG CAPITAL CORPORATION, and each present and former director, officer, employee, contractor, consultant, agent, adviser and shareholder of MOG CAPITAL CORPORATION or of any such affiliate; each person who has contributed to the conception, design, development, deployment, testing, audit, review, documentation or maintenance of the Protocol or the Interface; each person who performs or has performed any function in relation to the Protocol, including any suspension, listing, parameterisation, key registry or module replacement function, and any person holding any key or authority by which such a function is performed; each operator of, contributor to, or participant in any attestation network, price source, node, remote procedure call service, indexer, relayer or other infrastructure on which the Interface or the Protocol depends; the issuer and administrator of the Settlement Asset; and each validator, sequencer, block producer and other operator of the Settlement Chain.

22.2Clauses 8.6, 10.7, 11.4, 12.4, 13.4, 16.3, 18.3, 19, 20, 21 and 23 are given for the benefit of MOG CAPITAL CORPORATION and of each Beneficiary. Each Beneficiary is entitled to rely on and to enforce each of those clauses as if it were a party to these Terms. MOG CAPITAL CORPORATION holds the benefit of those clauses for itself and on behalf of each Beneficiary and may enforce them on behalf of any Beneficiary.

22.3These Terms may be varied, waived, replaced or rescinded, and any right under them may be released or compromised, by MOG CAPITAL CORPORATION without the consent of any Beneficiary.

22.4Except as provided in this clause 22, no person other than you and MOG CAPITAL CORPORATION has any right to enforce any provision of these Terms.

23.Indemnity

23.1You will indemnify, defend and hold harmless MOG CAPITAL CORPORATION and each Beneficiary against all losses, liabilities, damages, claims, demands, proceedings, fines, penalties, costs and expenses, including reasonable legal and professional fees on a full indemnity basis, that any of them incurs or suffers arising out of or in connection with your access to or use of the Interface; any Position, order, Collateral or Claim of yours; any instruction given from your wallet or under any authority you have created; your breach of these Terms; your breach of any law applicable to you; any misrepresentation or breach of warranty by you, including under clause 5; any tax referred to in clause 18.3; and any claim brought by any third party in respect of any of the foregoing.

23.2We may, at your cost, assume the conduct, defence and settlement of any claim or proceeding in respect of which you are liable to indemnify under clause 23.1, and you will provide all reasonable cooperation and information and will not settle or compromise any such claim without our prior written consent.

23.3The indemnity in this clause 23 is a continuing obligation, is independent of your other obligations, and survives termination of these Terms.

24.Force majeure

24.1Neither MOG CAPITAL CORPORATION nor any Beneficiary is liable for any failure or delay in the performance of any obligation, or for any loss arising from any such failure or delay, where it results from any event or circumstance beyond its reasonable control, including the failure, congestion, reorganisation, fork, halt, censorship or unavailability of the Settlement Chain; the failure or unavailability of any attestation network, price source, node, remote procedure call service, indexer or relayer; the failure of the Settlement Asset or of its issuer; the failure or unavailability of any internet, telecommunications, hosting, cloud, power or infrastructure service; any act of God, natural disaster, fire, flood, extreme weather, epidemic or pandemic; any war, act of terrorism, insurrection, riot or civil unrest; any act, order, requirement, prohibition, seizure, designation or intervention of any government, regulator, court or authority, and any compulsion by any of them; any cyber attack, exploit, hacking or unauthorised access, whether directed at the Interface, the Protocol or any third party; any strike or labour dispute; and any change in law or in the interpretation or enforcement of law.

24.2Where an event described in clause 24.1 continues, we may suspend or discontinue the Interface or any part of it for so long as we consider appropriate, without liability.

25.Amendments

25.1We may amend these Terms, including Schedule 1, at any time and in our sole and absolute discretion. An amendment takes effect when the amended Terms are posted on the Interface bearing a revised version number and effective date.

25.2It is your responsibility to review these Terms before each use of the Interface. Your continued access to or use of the Interface after an amendment has taken effect constitutes your acceptance of the amended Terms. If you do not accept an amendment you must immediately cease accessing and using the Interface.

25.3We are not obliged to notify you individually of any amendment, and we do not undertake to do so.

25.4The version of these Terms in force at the time a Position was opened continues to govern the interpretation of that Position and of any Claim arising from it, save that clauses 19, 20, 21, 22, 23, 27 and 28 apply as amended in respect of any claim arising after the amendment takes effect.

26.Term and termination

26.1These Terms apply from the first occasion on which you access the Interface and continue in force for so long as you access or use it and thereafter in accordance with clause 26.3.

26.2You may terminate these Terms at any time by ceasing to access and use the Interface. We may terminate these Terms, and your access, at any time in accordance with clause 14.

26.3Termination of these Terms, however arising, does not close any Position, does not release any Collateral, does not affect the existence, amount or seniority of any Claim, does not affect the operation of the Protocol, and does not affect any right or liability that has accrued before termination. Clauses 3, 4, 8.6, 8.7, 10.7, 11, 12, 13.4, 15, 16.3, 18, 19, 20, 21, 22, 23, 27, 28, 29 and 30, and Schedule 1, survive termination.

27.Governing law

27.1These Terms, and any dispute, claim or matter arising out of or in connection with them or with their subject matter, formation, validity or termination, whether contractual or non-contractual, are governed by and shall be construed in accordance with the laws of the Republic of Panama, without regard to any conflict of laws principle that would apply the law of another jurisdiction.

27.2The application of any rule of law or convention that would apply the law of your place of residence, or that would confer on you the protection of the law of any other jurisdiction, is excluded to the maximum extent permitted.

28.Dispute resolution

28.1Before commencing arbitration, a party must notify the other in writing, describing the dispute, the provisions relied upon and the relief sought, and the parties will then attempt in good faith to resolve the dispute by negotiation for a period of thirty days from receipt of the notice. Nothing in this clause 28.1 prevents a party from seeking urgent interim or injunctive relief at any time.

28.2Any dispute not resolved under clause 28.1 shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which rules are deemed incorporated by reference into this clause. The tribunal shall consist of one arbitrator. The seat of the arbitration shall be Panama City, Republic of Panama. The language of the arbitration shall be English. The award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

28.3Individual claims only. All claims and disputes must be brought in an individual capacity only. You and we each waive any right to commence, join, participate in, fund or support any class, collective, consolidated, coordinated, group or representative claim or proceeding, in arbitration or in any court, and any right to act as a class representative or in a representative capacity. The arbitrator has no power to consolidate the claims of more than one person, to preside over any form of class or representative proceeding, or to award relief in favour of any person who is not a party to the arbitration. If this clause 28.3 is held unenforceable in respect of any particular claim or category of relief, that claim or category shall be severed from the arbitration and determined by the courts of the Republic of Panama, and the remainder of this clause 28 shall continue to apply to all other claims.

28.4To the extent any dispute is determined by a court rather than by arbitration, each party irrevocably waives any right to a trial by jury.

28.5Any claim arising out of or in connection with these Terms or the Interface must be commenced within one year of the date on which the cause of action arose, or within such longer period as applicable law requires and does not permit to be shortened, failing which the claim is permanently barred.

28.6The existence of any arbitration, its subject matter, all submissions, evidence and materials produced in it, and the award, are confidential, save to the extent that disclosure is required by law or by any competent authority or is necessary in order to enforce or challenge the award.

28.7Each party bears its own costs of any arbitration, and the parties bear the fees and expenses of the arbitrator and of the institution in equal shares, subject to any contrary allocation by the arbitrator.

29.Notices

29.1We may give you any notice under these Terms by posting it on the Interface, and such a notice is effective when posted. Where we hold an electronic address for you we may in addition send the notice to that address, and it is then effective when sent, but we are under no obligation to do so.

29.2You must give us any notice under these Terms in writing to the address published on the Interface for that purpose, and such a notice is effective only on actual receipt.

30.General

30.1These Terms, including Schedule 1, constitute the entire agreement between you and MOG CAPITAL CORPORATION in relation to their subject matter and supersede all prior agreements, understandings, communications and representations, whether written or oral. You acknowledge that in entering into these Terms you have not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding that is not expressly set out in these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

30.2Any whitepaper, technical description, protocol documentation, specification, model, formula, illustration, worked example, projection, estimate, simulation, backtest, historical study, blog post, social media communication, forum post and marketing communication relating to the Interface or the Protocol, whether or not made available by us, is descriptive and informational only. No such material forms part of these Terms, no such material is a representation, warranty, undertaking, commitment or term, and no such material confers any right on you or creates any obligation on MOG CAPITAL CORPORATION or on any Beneficiary. Where any such material is inconsistent with the operation of the deployed contracts, the deployed contracts prevail in all respects.

30.3If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or if such modification is not possible it shall be severed, and in either case the remainder of these Terms continues in full force.

30.4No failure or delay in exercising any right under these Terms operates as a waiver of it, and no single or partial exercise of any right precludes any further exercise. A waiver is effective only if given in writing by us and only in respect of the matter to which it expressly relates.

30.5You may not assign, transfer, charge or otherwise deal with these Terms or with any right or obligation under them, and any purported assignment is void. We may assign, transfer or novate these Terms, in whole or in part, to any affiliate or to any successor in title to the whole or a substantial part of our business, without your consent.

30.6Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between you and MOG CAPITAL CORPORATION or any Beneficiary.

30.7The rights and remedies provided in these Terms are cumulative and are in addition to, and not exclusive of, any right or remedy provided by law.

30.8These Terms are made in the English language. Any translation is provided for convenience only, and in the event of any inconsistency the English version prevails, including in any arbitration or proceeding.

30.9You agree that these Terms may be entered into and evidenced electronically, that a signature generated by a digital wallet, and any other electronic act of acceptance, is a valid and binding manifestation of your assent, and that you will not dispute the validity, admissibility or enforceability of these Terms on the ground that they were accepted electronically.

30.10Where we are permitted or required to make a determination under these Terms, we may do so in our sole and absolute discretion, our determination is final and binding in the absence of manifest error, and we are not obliged to give reasons.