User Agreements

November 23, 2023

User Agreements

1. Asset Management

2. Over-the-Counter Trading

3. Staking Services

4. Lending and Saving

1. User Agreement: Asset Management

Version: 1.1

Effective Date: September 18, 2023

1. General

1.1 The client wishes to utilize the asset management services offered by nealthy, specifically the management of individual assets invested in financial instruments on behalf of others with discretionary powers (financial portfolio management).

1.2 Within the platform's application section, the customer may have the option to open a securities account with a clearing account required for asset management with the custodian. In this case, nealthy will transmit the customer's corresponding declarations of intent to open a securities account with a clearing account to the custodian. However, nealthy is not responsible for concluding the contract with the custodian. The decision to conclude the contract with the customer rests with the custodian.

1.3 If the client engages nealthy for the management of multiple portfolios, a legally independent contractual relationship for asset management is established between the client and nealthy for each portfolio. These relationships are independent of each other with regard to existence, factual effects, and termination. Separate client information may be provided for each portfolio, while other client information remains valid across portfolios.

1.4  The following virtual assets are in-scope and will form the $nSTBL indexed token portfolio: USDC; USDT; DAI; ETH

2. Subject of the Contract and Power of Attorney

2.1 The client instructs nealthy to manage the assets recorded in the securities account and clearing account maintained by the custodian bank ("Custodian") at its sole discretion and without prior instructions. nealthy may, at its reasonable discretion, establish a certain minimum investment amount ("Minimum Investment Amount").

2.2 nealthy is authorized to represent the client in the context of asset management vis-à-vis the custodian bank and other third parties, acting on behalf of and for the account and risk of the client (collectively, the "Power of Attorney").

3. Investment Strategy, Guidelines, Benchmark & Risk

3.1 nealthy has offered suitable investment strategies based on the customer's provided information regarding their investment objectives, financial circumstances, knowledge, and experience. The customer has chosen an investment strategy ("chosen investment strategy"). The investment guidelines outlined in Annex 1 (Investment Guideline) apply to the customer's selected investment strategy ("Investment Guideline"). If there are changes in the customer's investment objectives, financial circumstances, or other queried circumstances, the customer must promptly notify nealthy. If necessary, nealthy will propose a new suitable investment strategy to the client.

3.2 nealthy has discretion over the investment guidelines. However, minor or temporary deviations from the investment guidelines do not constitute violations. In the event of significant deviations caused by market fluctuations, client dispositions, transfer of credit balances and/or financial instruments to the clearing account or securities account, or any other factors, nealthy will take appropriate action, at its own discretion, to establish or restore compliance with the investment guidelines within a reasonable period.

3.3 The benchmark for the selected investment strategy outlined in Annex 1 (Investment Guideline) will serve as the benchmark ("Benchmark"). The Benchmark is provided solely as information for the customer and does not imply any legal obligation, commitment, or guarantee regarding performance corresponding to the Benchmark. nealthy is authorized to change the Benchmark during the course of asset management and determine another appropriate and meaningful comparison method. The client will be informed of any changes.

3.4 If the customer wishes to change the investment strategy in the customer area of the platform, they must undergo the suitability check again, if necessary. Upon confirming the change of investment strategy, nealthy will adjust the portfolio accordingly. As the necessary trading orders are combined with those of other customers (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank, implementing the change may take several trading days.

3.5 If the user agrees to stake, they must comply with the staking requirements, which can be found at https://nealthy.com/compliance

3.6 As with any asset, the value of Digital Asset may fluctuate significantly and there is a substantial risk of economic loss when buying, selling, holding or investing in Digital Currency and its derivatives. These include but are not limited to fluctuations in the value of borrowed Digital Assets, derivative risks, and technical risks.

4. Deposits and Disbursements

4.1 The customer can arrange for payments to be made to the clearing account (associated with the corresponding securities account) in the customer area of the platform via SEPA direct debit from the reference account (or through SEPA credit transfer) provided by the customer. Once the clearing account is credited, the corresponding credit balance is invested according to the agreed investment strategy. nealthy transmits the relevant trading orders to the custodian bank for this purpose. As these trading orders may be combined with orders for other customers (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank, the booking of corresponding financial instruments in the customer's securities account may take several trading days.

4.2 The customer can arrange for withdrawals from the portfolio in the customer area of the platform. The entire payout process until the value date on the reference account may take several working days. nealthy typically ensures the necessary credit balance on the clearing account through the sale of financial instruments from the securities account before instructing the custodian bank to make the payout. The trading orders for selling the financial instruments, if necessary, are combined with orders for other clients (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank.

5. Fees and Expenses

5.1 The General Terms and Conditions of Contract and the respective valid List of Prices and Services govern the fee structure.

5.2 nealthy will settle its compensation immediately after maturity from the Portfolio. If necessary, nealthy will generate a corresponding credit balance on the clearing account through the sale of financial instruments from the securities portfolio. nealthy is entitled and authorized to instruct the custodian bank to make the corresponding payment. The remuneration calculation does not take into account any value-reducing charges on the portfolio (Lombard credit, overdraft facility, overdrafts, etc.).

5.3 In case of introduction of a new category of fee or an increase of the current rate, nealthy will give 90 calendar days notice to the client.

5.4 All applicable fees are outlined in our Terms of use on our website.  (section 14, Terms of use)

6. Term and Termination

6.1 The client may terminate the asset management at any time without observing a notice period. nealthy may terminate the asset management by providing two (2) months' notice. Both parties retain the right to terminate the agreement for exceptional reasons.

6.2 nealthy is entitled to terminate the agreement for just cause, particularly if: a) the client jeopardizes the implementation of the selected investment strategy by issuing instructions to purchase or sell financial instruments. nealthy will provide the opportunity for the client to withdraw the instruction before exercising the right of termination; b) the agreed minimum investment amount is not paid within a reasonable period; or c) (partial) disbursements initiated by the client result in the investment amount in the portfolio falling or potentially falling below the agreed minimum investment amount. nealthy will provide the opportunity for the client to restore the contractual condition before exercising the right of termination.

6.3 After the effective termination, revocation, or other termination of the agreement ("Termination"), nealthy will settle pending transactions, instruct the custodian bank to sell relevant financial instruments, and subsequently pay out the credit balance on the clearing account to the reference account deposited for the portfolio. The trading orders for selling the financial instruments, if necessary, are combined with orders for other clients (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank. Due to these various steps, the posting of the corresponding credit to the client's reference account may take several days.

7. Complaints Procedure

7.1 Overview

Providing clients with the best service and dealing with them in a fair, timely, and consistent manner is of paramount importance. If a client expresses dissatisfaction with the company or its employees and the matter cannot be resolved by the employee involved, the matter must be escalated to the Senior Management and ultimately to the Board for action. The company will endeavor to investigate all complaints promptly and resolve complaints within a reasonable period of time. The CEO is ultimately responsible for ensuring that all client complaints are handled in a fair and transparent manner.

7.2. Independence

To ensure that customers receive proper handling and investigation of their complaints, no employee who was directly or indirectly involved in the subject matter of the complaint will be involved in the investigation and resolution of the complaint. All complaints will be investigated by the Board of Directors and the Compliance Officer, unless one of the parties is directly or indirectly involved in the subject matter of the complaint. In that case, the complaint will be handled and investigated by the Legal Counsel.

7.3 Procedure We have adopted the following procedures for the quick and fair resolution of client complaints:

· A Client may make a complaint to the company in respect of any of the company’s activities, or the provision of services relating to the company’s activities, or notices, and/or employees through the complaint form available on the company’s website, an email sent to support@nealthy.com, by raising a support ticket through any of the company’s platforms.

· When we receive a complaint via our platform including through the complaint form, email or ticket, a member of the Customer Service Team will attempt to resolve the complaint as soon as reasonably practical and within three business days of receiving the complaint.

· If the complaint is resolved to the satisfaction of the client within three (3) business day, the Customer Service Team member who addressed the complaint must provide in writing to the Board and CO, details of the complaint and the steps taken to resolve it;

· A complaint will not be considered resolved until the customer has indicated that they are satisfied with the resolution of the complaint;

· If the complaint is not resolved to the satisfaction of the client after three (3) business days, the Customer Service Team must escalate the matter to the Board and notify the CO; Page 3 Complaint Resolution Procedure

· The Board will notify the client in writing within two (2) business days that his complaint has been received and is being reviewed. The acknowledgement will include the contact details of the individual responsible for handling the complaint; key particulars of the company’s complaints handling procedures; and a statement that a copy of the procedures is available free of charge.

· The Board will investigate the complaint along with any individual Legal Counsel deems appropriate and relevant for a fair and independent enquiry.

· The Legal Counsel will, within 14 business days of receiving the complaint, provide the client with the final response detailing the proposed resolution of the complaint. If the complaint cannot be resolved within 14 business days, the Legal Counsel will notify the client with an update on the status of the complaint, explain any circumstances that is delaying the resolution of the complaint, and indicate the additional time needed to resolve the complaint which must not extend beyond 30 days from the date the complaint was made;

· The Board will provide the client with a response that will include measures taken to resolve the complaint (including the redress and its terms), any remedial action taken, and seek a formal acknowledgement of the acceptance or non-acceptance of the proposed resolution by the client. The response will also provide details by which the client can refer the complaint to VARA if the client is not satisfied with the company’s proposed resolution of the complaint.

· The Board and the Support Team will keep the CO notified throughout the complaint handling and resolution. CO will keep a record of all complaints in the Complaints Register and will report them to the Board on a monthly basis;

The Complaints Register will include all records of:

· complaints received from clients;

· all measures taken in response to complaints;

· resolution of complaints

· whether the nature of complaints received is indicative of internal control or process failures or arising  

  from a common root.

· any changes made to address a common root or source of complaint, inadequate or inefficient internal controls and/or processes.

7.4.Record Keeping

The Legal Counsel will maintain electronic records of all complaint notifications, investigation papers and other related documents. Electronic copies of these documents will be saved. Records will be retained for a period of at least eight (8) years from the time the complaint was resolved.

7.5. Escalation

If the client is not satisfied with the outcome of the internal complaint handling procedure, the Legal Counsel will provide the contact and email details of relevant persons within VARA to whom the client may refer the complaint.

8.1 It is imperative for the Legal Department of nealthy to promptly notify the regulatory authority concerning the prevailing situation, thereby fulfilling both ethical and legal obligations.

8.2 The Finance Team is tasked with the meticulous compilation of all pertinent financial documents, including but not limited to balance sheets and financial statements. This comprehensive financial overview shall be submitted to the Legal Counsel for a thorough evaluation of the organization’s assets and liabilities.

8.3 The Legal Team at nealthy is responsible for articulating a detailed account of the circumstances that have culminated in a ‘default’ status. This account will serve as the foundation for official communications with the regulatory body. Subsequent to this, a more exhaustive disclosure will be made, incorporating financial liabilities as delineated in point 2.

8.4 Upon the formal authorization and appointment of a Liquidator, the Legal Team shall engage in constructive dialogue with the regulatory authority to establish a mutually agreed-upon roadmap for the ensuing steps in the liquidation process.

8.5- The Legal Team is also charged with providing expert counsel to the Marketing Team regarding the content of the legal notice that is to be disseminated across social media platforms. This is to ensure that the notice is in strict compliance with legal norms and effectively communicates the company’s position.

8.6 The final phase involves the execution of the liquidation process, wherein the Legal Team shall assume a supervisory role to ensure that the process is carried out in an orderly, transparent, and legally compliant manner, thereby bringing it to a satisfactory conclusion.

8. Miscellaneous

8.1. User Agreement Review

nealthy will conduct a comprehensive assessment of the policies and procedures outlined in this User Agreement at least once every year. This annual review is designed to guarantee the ongoing relevance, effectiveness, and compliance with regulatory standards and organizational objectives. Necessary adjustments identified through the review will be implemented promptly to maintain the superior quality of our services.

Annex 1 – Investment Guideline:

Investment Strategy of our Product Crypto 20:

General Description:

● This investment strategy is based on a strategic asset allocation where we select the top 20 cryptocurrencies, excluding stablecoins, and apply equal weight to the selected cryptocurrencies.

● The investment strategy exclusively allocates to cryptocurrencies.

● The allocation within the cryptocurrency asset class, and if applicable, relative to the overall portfolio, considers factors such as trading volume and market capitalization per cryptocurrency.

Financial Instruments:

OIT

2. User Agreement: Over-the-Counter Trading

Version: 1.1

Effective Date: September 18, 2023

1. General

1.1 The client wishes to utilize the asset management services offered by nealthy, specifically the management of individual assets invested in financial instruments on behalf of others with discretionary powers (financial portfolio management).

1.2 Within the platform's application section, the customer may have the option to open a securities account with a clearing account required for asset management with the custodian. In this case, nealthy will transmit the customer's corresponding declarations of intent to open a securities account with a clearing account to the custodian. However, nealthy is not responsible for concluding the contract with the custodian. The decision to conclude the contract with the customer rests with the custodian.

1.3 If the client engages nealthy for the management of multiple portfolios, a legally independent contractual relationship for asset management is established between the client and nealthy for each portfolio. These relationships are independent of each other with regard to existence, factual effects, and termination. Separate client information may be provided for each portfolio, while other client information remains valid across portfolios.

1.4  The following virtual assets are in-scope and will form the $nSTBL indexed token portfolio: USDC; USDT; DAI; ETH

2. Subject of the Contract and Power of Attorney

2.1 The client instructs nealthy to manage the assets recorded in the securities account and clearing account maintained by the custodian bank ("Custodian") at its sole discretion and without prior instructions. nealthy may, at its reasonable discretion, establish a certain minimum investment amount ("Minimum Investment Amount").

2.2 nealthy is authorized to represent the client in the context of asset management vis-à-vis the custodian bank and other third parties, acting on behalf of and for the account and risk of the client (collectively, the "Power of Attorney").

3. Investment Strategy, Guidelines, Benchmark & Risk

3.1 nealthy has offered suitable investment strategies based on the customer's provided information regarding their investment objectives, financial circumstances, knowledge, and experience. The customer has chosen an investment strategy ("chosen investment strategy"). The investment guidelines outlined in Annex 1 (Investment Guideline) apply to the customer's selected investment strategy ("Investment Guideline"). If there are changes in the customer's investment objectives, financial circumstances, or other queried circumstances, the customer must promptly notify nealthy. If necessary, nealthy will propose a new suitable investment strategy to the client.

3.2 nealthy has discretion over the investment guidelines. However, minor or temporary deviations from the investment guidelines do not constitute violations. In the event of significant deviations caused by market fluctuations, client dispositions, transfer of credit balances and/or financial instruments to the clearing account or securities account, or any other factors, nealthy will take appropriate action, at its own discretion, to establish or restore compliance with the investment guidelines within a reasonable period.

3.3 The benchmark for the selected investment strategy outlined in Annex 1 (Investment Guideline) will serve as the benchmark ("Benchmark"). The Benchmark is provided solely as information for the customer and does not imply any legal obligation, commitment, or guarantee regarding performance corresponding to the Benchmark. nealthy is authorized to change the Benchmark during the course of asset management and determine another appropriate and meaningful comparison method. The client will be informed of any changes.

3.4 If the customer wishes to change the investment strategy in the customer area of the platform, they must undergo the suitability check again, if necessary. Upon confirming the change of investment strategy, nealthy will adjust the portfolio accordingly. As the necessary trading orders are combined with those of other customers (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank, implementing the change may take several trading days.

3.5 If the user agrees to stake, they must comply with the staking requirements, which can be found at https://nealthy.com/compliance

3.6 As with any asset, the value of Digital Asset may fluctuate significantly and there is a substantial risk of economic loss when buying, selling, holding or investing in Digital Currency and its derivatives. These include but are not limited to fluctuations in the value of borrowed Digital Assets, derivative risks, and technical risks.

4. Deposits and Disbursements

4.1 The customer can arrange for payments to be made to the clearing account (associated with the corresponding securities account) in the customer area of the platform via SEPA direct debit from the reference account (or through SEPA credit transfer) provided by the customer. Once the clearing account is credited, the corresponding credit balance is invested according to the agreed investment strategy. nealthy transmits the relevant trading orders to the custodian bank for this purpose. As these trading orders may be combined with orders for other customers (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank, the booking of corresponding financial instruments in the customer's securities account may take several trading days.

4.2 The customer can arrange for withdrawals from the portfolio in the customer area of the platform. The entire payout process until the value date on the reference account may take several working days. nealthy typically ensures the necessary credit balance on the clearing account through the sale of financial instruments from the securities account before instructing the custodian bank to make the payout. The trading orders for selling the financial instruments, if necessary, are combined with orders for other clients (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank.

5. Fees and Expenses

5.1 The General Terms and Conditions of Contract and the respective valid List of Prices and Services govern the fee structure.

5.2 nealthy will settle its compensation immediately after maturity from the Portfolio. If necessary, nealthy will generate a corresponding credit balance on the clearing account through the sale of financial instruments from the securities portfolio. nealthy is entitled and authorized to instruct the custodian bank to make the corresponding payment. The remuneration calculation does not take into account any value-reducing charges on the portfolio (Lombard credit, overdraft facility, overdrafts, etc.).

5.3 In case of introduction of a new category of fee or an increase of the current rate, nealthy will give 90 calendar days notice to the client.

5.4 All applicable fees are outlined in our Terms of use on our website.  (section 14, Terms of use)

6. Term and Termination

6.1 The client may terminate the asset management at any time without observing a notice period. nealthy may terminate the asset management by providing two (2) months' notice. Both parties retain the right to terminate the agreement for exceptional reasons.

6.2 nealthy is entitled to terminate the agreement for just cause, particularly if: a) the client jeopardizes the implementation of the selected investment strategy by issuing instructions to purchase or sell financial instruments. nealthy will provide the opportunity for the client to withdraw the instruction before exercising the right of termination; b) the agreed minimum investment amount is not paid within a reasonable period; or c) (partial) disbursements initiated by the client result in the investment amount in the portfolio falling or potentially falling below the agreed minimum investment amount. nealthy will provide the opportunity for the client to restore the contractual condition before exercising the right of termination.

6.3 After the effective termination, revocation, or other termination of the agreement ("Termination"), nealthy will settle pending transactions, instruct the custodian bank to sell relevant financial instruments, and subsequently pay out the credit balance on the clearing account to the reference account deposited for the portfolio. The trading orders for selling the financial instruments, if necessary, are combined with orders for other clients (collective orders), transmitted to the custodian bank as part of regular data exchange, and executed by the custodian bank. Due to these various steps, the posting of the corresponding credit to the client's reference account may take several days.

7. Complaints Procedure

7.1 Overview

Providing clients with the best service and dealing with them in a fair, timely, and consistent manner is of paramount importance. If a client expresses dissatisfaction with the company or its employees and the matter cannot be resolved by the employee involved, the matter must be escalated to the Senior Management and ultimately to the Board for action. The company will endeavor to investigate all complaints promptly and resolve complaints within a reasonable period of time. The CEO is ultimately responsible for ensuring that all client complaints are handled in a fair and transparent manner.

7.2. Independence

To ensure that customers receive proper handling and investigation of their complaints, no employee who was directly or indirectly involved in the subject matter of the complaint will be involved in the investigation and resolution of the complaint. All complaints will be investigated by the Board of Directors and the Compliance Officer, unless one of the parties is directly or indirectly involved in the subject matter of the complaint. In that case, the complaint will be handled and investigated by the Legal Counsel.

7.3 Procedure We have adopted the following procedures for the quick and fair resolution of client complaints:

· A Client may make a complaint to the company in respect of any of the company’s activities, or the provision of services relating to the company’s activities, or notices, and/or employees through the complaint form available on the company’s website, an email sent to support@nealthy.com, by raising a support ticket through any of the company’s platforms.

· When we receive a complaint via our platform including through the complaint form, email or ticket, a member of the Customer Service Team will attempt to resolve the complaint as soon as reasonably practical and within three business days of receiving the complaint.

· If the complaint is resolved to the satisfaction of the client within three (3) business day, the Customer Service Team member who addressed the complaint must provide in writing to the Board and CO, details of the complaint and the steps taken to resolve it;

· A complaint will not be considered resolved until the customer has indicated that they are satisfied with the resolution of the complaint;

· If the complaint is not resolved to the satisfaction of the client after three (3) business days, the Customer Service Team must escalate the matter to the Board and notify the CO; Page 3 Complaint Resolution Procedure

· The Board will notify the client in writing within two (2) business days that his complaint has been received and is being reviewed. The acknowledgement will include the contact details of the individual responsible for handling the complaint; key particulars of the company’s complaints handling procedures; and a statement that a copy of the procedures is available free of charge.

· The Board will investigate the complaint along with any individual Legal Counsel deems appropriate and relevant for a fair and independent enquiry.

· The Legal Counsel will, within 14 business days of receiving the complaint, provide the client with the final response detailing the proposed resolution of the complaint. If the complaint cannot be resolved within 14 business days, the Legal Counsel will notify the client with an update on the status of the complaint, explain any circumstances that is delaying the resolution of the complaint, and indicate the additional time needed to resolve the complaint which must not extend beyond 30 days from the date the complaint was made;

· The Board will provide the client with a response that will include measures taken to resolve the complaint (including the redress and its terms), any remedial action taken, and seek a formal acknowledgement of the acceptance or non-acceptance of the proposed resolution by the client. The response will also provide details by which the client can refer the complaint to VARA if the client is not satisfied with the company’s proposed resolution of the complaint.

· The Board and the Support Team will keep the CO notified throughout the complaint handling and resolution. CO will keep a record of all complaints in the Complaints Register and will report them to the Board on a monthly basis;

The Complaints Register will include all records of:

· complaints received from clients;

· all measures taken in response to complaints;

· resolution of complaints

· whether the nature of complaints received is indicative of internal control or process failures or arising  

  from a common root.

· any changes made to address a common root or source of complaint, inadequate or inefficient internal controls and/or processes.

7.4.Record Keeping

The Legal Counsel will maintain electronic records of all complaint notifications, investigation papers and other related documents. Electronic copies of these documents will be saved. Records will be retained for a period of at least eight (8) years from the time the complaint was resolved.

7.5. Escalation

If the client is not satisfied with the outcome of the internal complaint handling procedure, the Legal Counsel will provide the contact and email details of relevant persons within VARA to whom the client may refer the complaint.

8.1 It is imperative for the Legal Department of nealthy to promptly notify the regulatory authority concerning the prevailing situation, thereby fulfilling both ethical and legal obligations.

8.2 The Finance Team is tasked with the meticulous compilation of all pertinent financial documents, including but not limited to balance sheets and financial statements. This comprehensive financial overview shall be submitted to the Legal Counsel for a thorough evaluation of the organization’s assets and liabilities.

8.3 The Legal Team at nealthy is responsible for articulating a detailed account of the circumstances that have culminated in a ‘default’ status. This account will serve as the foundation for official communications with the regulatory body. Subsequent to this, a more exhaustive disclosure will be made, incorporating financial liabilities as delineated in point 2.

8.4 Upon the formal authorization and appointment of a Liquidator, the Legal Team shall engage in constructive dialogue with the regulatory authority to establish a mutually agreed-upon roadmap for the ensuing steps in the liquidation process.

8.5- The Legal Team is also charged with providing expert counsel to the Marketing Team regarding the content of the legal notice that is to be disseminated across social media platforms. This is to ensure that the notice is in strict compliance with legal norms and effectively communicates the company’s position.

8.6 The final phase involves the execution of the liquidation process, wherein the Legal Team shall assume a supervisory role to ensure that the process is carried out in an orderly, transparent, and legally compliant manner, thereby bringing it to a satisfactory conclusion.

8. Miscellaneous

8.1. User Agreement Review

nealthy will conduct a comprehensive assessment of the policies and procedures outlined in this User Agreement at least once every year. This annual review is designed to guarantee the ongoing relevance, effectiveness, and compliance with regulatory standards and organizational objectives. Necessary adjustments identified through the review will be implemented promptly to maintain the superior quality of our services.

Annex 1 – Investment Guideline:

Investment Strategy of our Product Crypto 20:

General Description:

● This investment strategy is based on a strategic asset allocation where we select the top 20 cryptocurrencies, excluding stablecoins, and apply equal weight to the selected cryptocurrencies.

● The investment strategy exclusively allocates to cryptocurrencies.

● The allocation within the cryptocurrency asset class, and if applicable, relative to the overall portfolio, considers factors such as trading volume and market capitalization per cryptocurrency.

Financial Instruments:

OIT

3. User Agreement: Staking Services

Version: 1.1

Effective Date: September 18, 2023

1. General

1.1 The nealthy Staking Service (this “Service” or “Services”) is offered by nealthy FZCO, a Dubai registered company (“nealthy”), which allows the users to earn digital assets through investment on Third Party DeFi Platform(s) (as defined below). nealthy is responsible for product design management and operation. In order to use this Service, you (“you” or “User”) shall read and abide by the nealthy Staking Service User Agreement (this "Agreement").

Please read carefully, fully understand the terms and conditions of this Agreement, and choose to accept or not accept this Agreement. This Agreement forms part of nealthy's Terms of Service. Unless otherwise provided in this Agreement, the terms used in this Agreement shall have the meaning provided in nealthy's Terms of Service. This Agreement, together with nealthy's Terms of Service, constitute the entire agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and nealthy, depending on your location, nationality, services used, and your level of KYC completed.

1.2 Unless you have read and accepted all the terms of this Agreement, you are not authorized to use this Service and its corresponding Services. Your acceptance of this Agreement and your use of the Service represents that you have read and agreed to this Agreement and that this Agreement is legally binding on you. Please read all the contents of the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform carefully, and use this Service only after you have read, understood and agreed to all the contents.

1.3 Similar to any asset, the value of Digital Assets may fluctuate significantly, and there is a huge risk which means that you may suffer economic losses when buying, selling, holding or investing in Digital Assets and engaging related transactions. Your use of nealthy's Services means that you confirm and agree: (1) You understand the risks associated with Digital Assets and related transactions; (2) You agree to bear all risks and losses associated with the use of nealthy's Services and engaging transactions involving Digital Assets; (3) nealthy shall not be responsible for any such risks or losses or adverse consequences.

1.4 This Agreement shall supplement our nealthy Terms of Service.  In the event of any conflict or inconsistency of any term or provision set forth in this Agreement, our nealthy Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement.  All other provisions of our nealthy Terms of Service not modified by this Agreement shall remain in full force and effect.

2. Definitions

OIT (nealthy Index Token): An nealthy index token is a specialized digital asset that is built on a blockchain network, typically utilizing smart contracts to define its functionality.

Staking: The User will freeze a certain amount of digital assets as agreed in the User’s account for investment. After staking, the User will not be able to trade the staked digital asset in the Funding Account.

DeFi Platform or “Third Party DeFi Platform”: means the third party DeFi platforms through which Users can use the Digital Assets in their User account to invest and earn yields through nealthy, including without limitation, the Compound Platform, Aave Platform and Tokenlon Platform.

3. Eligibility to Use the Service

3.1 You understand and acknowledge that:

You have agreed to abide by the “nealthy Terms of Service” and you are eligible and are permitted to use the Services defined therein;

If you are registering the Service in your personal capacity, in order to effectively accept this Agreement, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to enter this Agreement. Once entered, it is binding on you;

If you are registering for the Service on behalf of a legal entity, in order to effectively accept this Agreement, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws; (ii) you are duly authorized by the legal entity to have the right to act on their behalf.

You have the experience and risk tolerance required to use the service, and have the experience and knowledge necessary to invest in non-guaranteed Digital Assets products;

You should carefully consider and use clear judgment to evaluate your financial condition and the above-mentioned risks before making any decision to use this Service, and bear all the losses arising therefrom;

In order to use the Service, you have the ability to perform operations on the Internet;

This Agreement does not conflict with the laws of your country or region, and you promise that you agree to comply with the laws of your country or region;

You are the legal owner of the Digital Assets in your nealthy Account and guarantee that the sources of these Digital Assets are legal.

3.2 You agree and undertake that:

You shall not use the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law;

You shall not conduct, initiate or promote any forms of market manipulation, market manipulation, price manipulation, insider dealing, market distortion or any other malicious acts with respect to the market;

You shall not conduct, initiate or promote any forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the law.

3.3 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, including without limitation:

Any loss you may suffer from the risks associated to the inability to trade the frozen Digital Assets arising from your use of this Service.  You are willing to bear the risks and potential financial losses caused by freezing of the Digital Assets;

The expected yield displayed on nealthy website is the theoretical estimate of yield; they are not actual yield guaranteed or promised by nealthy. Actual yield may vary from the expected yield. Your final yield will be based on the actual yield you receive. nealthy will deduct the cost, fees, and expenses related to the operation of this Service (including but not limited to the server fees, etc.) as well as the handling fees for this Service from your actual yield of this Service to determine your final yield. nealthy does not make any guarantee or promise to the actual yield that you may receive;

Price fluctuations of Digital Assets and their derivatives may cause significant or total losses in a short period of time;

Technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in losses of your Digital Assets;

Market anomalies may occur, which may result in losses of your Digital Assets;

In order to maintain the overall health of the market, nealthy is required to add, remove, or change the policies, the terms of this Agreement or other relevant service agreements or terms from time to time. Such changes may benefit or harm individual customers like you.

4. Use of Service

4.1 Process of Service

(1) On the nealthy Earn page, you may choose the currency of the Digital Assets you intend to invest in. Different Third Party DeFi Platform may be supported for investment for different currency of the Digital Assets. Users can deposit certain OITs to the nealthy staking platform which will enable nealthy to deposit the underlying OIT assets into  Third Party DeFi Platforms.  Each time a User chooses to deposit Digital Assets into a Third Party DeFi Platform offered on this page, an order will be generated. nealthy will transfer the Digital Assets under all orders accumulated from previous day to the current day to the corresponding Third Party DeFi Platform at an indicated time each day.

After the User successfully places an order, the underlying OIT assets may be transferred be transferred to the Third Party DeFi Platform or used as a liquidity source which will be displayed on the user’s Finance Account, and the estimate interests (if applicable) and rewards (if applicable) accrued will be displayed and updated in the Funding Account. The Users can view the interests and rewards accrued each day in thenealthy Earn order management tool in the account. But the Users cannot withdraw such interests and rewards. The interest will only be distributed and deposited to the User's Funding Account after the User's order is successfully redeemed. The rewards will be distributed to your Funding Account each day.

(2) You understand and agree that in relation to the Aave Platform, due to market fluctuations, the ratio of the currency pair when the User place an order may be different from the ratio of the currency pair when the User’s Digital Assets invested are successfully transferred on chain on the Aave Platform. The ratio of the currency pair shall be determined based on the ratio when the User’s Digital Assets invested are successfully transferred on chain on the Aave Platform. The excessive Digital Assets will be deposited into the User’s account. In order to ensure User’s benefits, if the slippage exceeds the pre-set maximum slippage when the User’s Digital Assets invested are successfully transferred on chain on the Aave Platform, nealthy will cancel all the transaction orders requested in relation to the Aave Platform under this Service on that day and refund all the investment of the Users.

(3) No redemption shall be allowed during the nealthy transfer process. One the transfer is completed, Users may redeem at any time. After the User places a redemption instruction on the nealthy Earn product, nealthy will redeem all orders accumulated from T1 on the previous day to T1 on the current day from the blockchain of the corresponding Third Party DeFi Platform at certain time each day. nealthy will calculate the interests and rewards which a User could earn pro rata based on the proportion of a User's investment, and will distribute and deposit the interests into User’s Funding Account, and transfer the principal in your Finance Account to User’s Funding Account. The rewards will be distributed to your Funding Account each day.

4.2 nealthy Staking Transfer and Redemption Time

(1) nealthy will transfer the Digital Assets deposited by Users to the Third Party DeFi Platform each day. The funds invested by the User will only begin to accrue interests after the on chain transfer operation is completed successfully.

(2) The redemption time will be similar to the staking time. nealthy will redeem all the orders from the blockchain collectively at the same time each day for all the redemption orders accumulated from the previous day to same time of the current day.

4.3 Return of principal and interests and distribution of rewards

(1) After the User redeems the order, after nealthy redeems collectively from the blockchain at the daily fixed nealthy time or redemption time set out in Clause 4.2 above, the User’s principal will be released and transferred from the Finance Account to the Funding Account. At the same time, nealthy will distribute the User's interests and rewards pro rata based on the User's investment proportion and deposit to the User's Funding Account.

(2) In relation to the Aave Platform:

You understand and agree that Nealthy will transfer the underlying OIT assets you invested to the AAVE platform. With market transactions and price fluctuations, the redemption amount and the amount of assets invested under your order will be inconsistent.

4.4 Update of interests earned by Users and interest calculation formula

(1) The interest and rewards earned by Users investing in Digital Assets will be calculated and accrued in accordance with the relevant rules of the Third Party DeFi Platform after the deduction of the nealthy Service Fee.

(2) The interests displayed in the User account will be calculated and updated each hour, and the User's order management tool will update the interests accrued by each User's order each hour. On the Aave Platform, no interest will be accrued and only rewards will be accrued.

4.5 Update of User's rewards and rewards calculation formula

(1) The User's rewards are calculated and updated each hour, and the User's order management tool will update the User's rewards accrued for each order each hour after Service deductions.

The rewards redeemed by the User should be equal to the sum of the User's interests in each time period.

(2) In relation to Aave Platform, the formula for calculating the number of AAVE awarded is:

The total rewards accrued per hour on the blockchain = (number of token/number of all token on such address) * number of net AAVE increased on such address in such hour;

Token means the proof of stake generated when the User's principal is deposited into the Aave Platform contract;

4.6 Service Fees

(1) During the Service, all gas fees generated on all Third Party DeFi Platform on chain under this Service will be borne by nealthy, which will not be borne by Users. nealthy may charge you certain service fee ("Service Fee") for providing this Service to you. The Service Fee charged by nealthy may be 25% of your actual yields (including interest and rewards, if applicable) earned under this Service, unless otherwise stated at nealthy Platform.

(2) You hereby agree and authorize nealthy that nealthy shall have the right to deduct the Service Fee payable from your assets in your Account, otherwise nealthy has the right not to provide the Services to you under this Agreement.

(3) When a User redeems the Digital Assets invested, nealthy will first deduct the handling fee charged by the Third Party DeFi Platform from the User's principal and yields, and then deposit the redeemed principal and yields into the User's account.

5. Liabilities

5.1 You agree and accept that the User’s estimated yield displayed on nealthy website is an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. Your final yield will be based on your actual yield. nealthy will calculate the User's actual yields based on the actual yields you earned under the transactions under this Service minus the Service Fees payable to nealthy. nealthy does not promise or guarantee your estimated yield or actual yield you will receive.

5.2 You agree and accept that when you redeem your assets, the time it takes for you to receive the Digital Assets in your account may vary and the assets received displayed on the website shall be final. nealthy shall not be liable for any losses caused by time difference for receipt of Digital Assets.

5.3 You agree and accept that the aggregate liability of nealthy shall not exceed the Service Fee nealthy received from you when this Agreement is terminated.

5.4 You agree and accept that nealthy reserves the right to amend the content of this Agreement anytime in its sole discretion. nealthy shall not be liable to any losses arising from your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.

5.5 You agree and accept nealthy's access to Third Party DeFi Platform projects. nealthy only provides project display and revenue distribution and other related services. nealthy shall not be responsible for any losses incurred as a result of contract vulnerabilities, hacking incidents, or suspension, discontinues, or termination of business, bankruptcy, abnormal suspension or cessation of trading of Third Party DeFi Platform or project sponsors or other potential risks. You agree to bear all the relevant risks set out in this Clause and all the losses you may suffer as a result of the abovementioned risks. If you suffer any loss as a result of occurrence of the abovementioned risks, you agree that the corresponding part of funds you lost frozen in your Funding Account will not be unfrozen.

5.6 The yield you earned on the Third Party DeFi Platform will be calculated based on the ratio of the proof of stake on the blockchain to the underlying OIT Digital Assets. The fluctuation of such ratio may cause losses suffered by the Users, and nealthy shall not be responsible for any liabilities arising from such losses.

5.7 You agree and accept that if the nealthy platform or the Third Party DeFi Platform cannot function properly or the Service is interrupted arising from the following conditions, such that you are unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, nealthy shall not be liable to any losses. These circumstances include but not limited to:

The Third Party DeFi Platform suspends, discontinues, and terminates its business, closes down, and abnormally suspends or stops trading;

Service suspension for maintenance as announced by the Third Party DeFi Platform or nealthy;

System failure to transmit data;

Force majeure or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks, pandemic, epidemic, etc., that lead to the suspension of the nealthy platform or the Third Party DeFi Platform;

Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations, etc.;

Service interruption or delay caused by the computer system of the Third Party DeFi Platform or nealthy being damaged, defective or unable to perform normally;

Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;

Losses suffered by you or other third parties arising from the fault or delay of the third party;

Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;

Losses suffered by you or other third parties arising from force majeure or accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances.

You agree and accept that the above reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, nealthy reserves the right to refuse to execute your commands based on the actual circumstance. You understand and agree that nealthy shall not be liable to any of your losses (including but not limited to direct or indirect losses, actual losses or loss of possible yield, etc.).

5.8 You agree and accept that nealthy shall not be liable for any losses caused by the risks described in Section 3.3 of this Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).

6. Mandatory Measures

You agree and accept that nealthy strictly prohibits unfair trading practices. nealthy reserves the right to exercise control over your account or close your account if you perform the following actions:

Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious market wrongdoings or behaviors;

Harming other Users or nealthy using the loopholes of the Service or other unreasonable means;

Participation in any activities that nealthy regards as harmful to the market;

Violation of laws and regulations.

In order to eliminate any adverse effects on the overall market, nealthy reserves the right to take the following measures at its sole discretion, including but not limited to the closing down of your account, restricting or canceling your commands. You understand and agree that nealthy shall not be liable for any losses (including but not limited to any direct or indirect losses, actual losses or losses of possible profits) incurred by you in connection with the above measures.

7. Indemnification

7.1 You should take each possible measure to protect nealthy from any damages arising out of your use of the Service or other actions related to your nealthy account, otherwise you should be liable to nealthy.

7.2 You hereby agree to defend, indemnify and hold nealthy harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against nealthy arising from or arising out of your breach of this Agreement, your improper use of the Service, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your nealthy account or access our website, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on your behalf.

8. No Financial Advice

nealthy is not your broker, dealer, agent or consultant. In any transactions or other decisions or activities which you use nealthy services, nealthy does not have a fiduciary relationship or fiduciary duty with you. Any communication or information provided by nealthy to you shall not be considered or interpreted as investment advice, financial advice, trading advice or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be responsible for any and all losses or liabilities. Regarding your specific situation, you shall consult a legal or tax professional for advice. nealthy does not recommend to you to buy, acquire, sell or hold any Digital Assets. Before making a decision to buy, sell or hold any cryptocurrency, you shall conduct due diligence and consult your financial advisor before making any investment decision. nealthy shall not be responsible for your decision to buy, sell or hold Digital Assets based on the information provided by nealthy.

9. Third Party Website Disclaimer

Any links of third party websites in nealthy services do not mean that nealthy endorses any products, services, information and disclaimers provided therein, and nealthy does not guarantee the accuracy of the information contained therein. nealthy shall not be liable for any losses caused by your use of such third party products and services. In addition, since nealthy has no control over the terms of use or privacy policies of third party websites. Once you use this Service, it means that you know, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform or other third party websites. nealthy and each Third Party DeFi Platform are independent legal entities, and this Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. nealthy and each Third Party DeFi Platform shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

10. Governing Law

This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of Dubai without regard to the principles of conflicts of laws thereof.

11. Jurisdiction and Dispute Resolution

11.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute arising out of or relating to this Agreement (“Dispute”), the parties shall first refer the Dispute to proceedings at the Dubai International Arbitration Centre (“DIAC”) in accordance with DIAC’s Mediation Rules in force for the time.

11.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 11.1, such Dispute shall be referred to and finally resolved by arbitration administered by the DIAC) under the DIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Dubai Special Administrative Region of People’s Republic of China (“Dubai”).

11.3 You agree that the seat of arbitration shall be Dubai. The number of arbitrators shall be three (3). nealthy shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the DIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

11.4 You agree that nealthy shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

11.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

12. Complaints

12.1 Our commitment to customer satisfaction at nealthy extends to our comprehensive complaint management process, which complies with UAE regulations and laws. Every complaint received is treated with the highest level of importance and respect. We conduct thorough investigations and provide responses in a fair and objective manner, striving to reach a resolution that is mutually satisfactory to all parties involved.

Your feedback is invaluable to us and we sincerely appreciate your input. If you have any concerns or complaints, please don't hesitate to contact us. You can be assured that we will make every effort to address them promptly and effectively.

Our commitment is to promptly address and resolve complaints within 48 hours of receipt. However, it is important to note that depending on the complexity of a particular case, it may take up to 7 days to resolve more complicated issues and up to 14 days for highly complex matters. In cases where a complaint exceeds the specified timeframe due to its complexity, we will provide an interim response by the 14th day. This interim response will inform the complainant of the current status of the investigation and, if possible, provide an estimated resolution date. Our goal is to ensure transparency and keep all parties informed throughout the process.

13. Miscellaneous

13.1 The contents of this Agreement also include nealthy's various system specifications, other agreements or rules in the connection with this Agreement, and other relevant agreements and rules regarding the Service that nealthy may issue from time to time. Once the above content is officially released, it is an integral part of this Agreement, and you should also abide by it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.

13.2 nealthy reserves the right to unilaterally modify this Agreement (including the above contents) if necessary. Such modification could happen at any time without prior notice. If any changes are made, the revised contents shall be posted on nealthy's website immediately. Please check the latest information posted therein to inform yourself of any changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, you should stop using the Services.

13.3 You should carefully read this Agreement, and any document referred to in Section 13.1 and 13.2 of this Agreement, that constitute the contents of this Agreement. If there is anything that you do not understand in this Agreement and any document referred to herein, you should contact nealthy and seek for clarification. Unless otherwise instructed by nealthy, any formal communication and document transfer between you and nealthy should be undertaken through email. You are also able to contact nealthy telephonically as informal communication. Any formal communication between you and nealthy should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between the English version of this Agreement and any translated version, the English version of this Agreement shall prevail.

To nealthy:

Email: support@nealthy.com

13.4 If at any time, under any law of any jurisdiction, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the other provision or the legality, validity or enforceability of other provision under the laws of other jurisdictions is not affected or impaired.

13.5 If at any time, under any law of any jurisdiction, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the other provision or the legality, validity or enforceability of other provision under the laws of other jurisdictions is not affected or impaired.

13.6 The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.

13.7 The headings of all the terms of this Agreement are for reading convenience only and have no actual meaning and cannot be used as a basis for interpretation of the meaning of this Agreement.

13.8 nealthy has the sole and final discretion of interpretation of this Agreement.

4. User Agreement: Lending and Saving

Version: 1.1

("LE-Agreement")
Last revised: 18th  September 2023

("User Agreement - Lending and Savings") between the Contracting Parties, which governs the legal framework for the cooperation of the Parties and also applies to this LE-Agreement. To the extent that this LE-Agreement uses terms defined in the User Agreement - Lending and Savings, such terms shall have the same meaning in this LE Framework Agreement as in the User Agreement - Lending and Savings. nealthy, on the one hand, and the Counterparty, on the other hand, intend to enter into in-kind loans on units of certain Virtual Assets on the basis of this LE-Agreement in a plurality of cases and, as the case may be, alternately as Lender or Borrower. Preceding this, the Contracting Parties agree as follows:

1. Granting of Loans in Kind

1.1 The Contracting Parties shall grant each other loans in kind in an indefinite number of individual cases in respect of positions in the Virtual Assets set out. Each Contracting Party may be a Lender or a Borrower. The Lender shall lend the Loan Asset to the Borrower. The Borrower shall be obliged to return the Loaned Item in the same type, quality and quantity.

1.2 The following provisions shall apply to each Individual Transaction. The Individual Transactions among themselves and together with this LE Agreement form a single contract. All Individual Transactions shall be made in the spirit of and in reliance on a uniform risk assessment.

2. Individual Transactions

2.1 The specific terms and conditions of an Individual Transaction, in particular the specific Crypto Asset and the volume of the item to be lent ("Loan Object") as well as the remuneration and term of the Individual Transaction and other agreements shall be set forth in a Term Sheet.

2.2 If the Contracting Parties have agreed on an individual transaction, BHS shall immediately send the Term Sheet to the Counterparty via Front-End, API, email or fax. BHS shall also issue a confirmation of the individual transaction without delay.

2.3 Each Contracting Party is entitled to request a signed copy of the Term Sheet for each Individual Transaction from the other Contracting Party. The signed copy of the Term Sheet pursuant to sentence 1 above is not a prerequisite for the validity of an Individual Transaction.

2.4 The provisions of an individual transaction shall take precedence over the provisions of this LE Agreement.

3. Delivery

3.1 The Lender shall deliver and transfer the Loan Object to the Borrower after each Individual Closing T+1, i.e., by the end of the first Banking Day following the date of the Individual Closing (the "Value Date").

3.2 The Contracting Parties agree that upon delivery pursuant to the foregoing paragraph 1, the unrestricted ownership or any other legal status of equal value customary at the place of deposit of the Loan Object shall pass to the respective Borrower. For this purpose, the respective Lender shall, to the extent required, make all further necessary declarations.

3.3 The Borrower shall be entitled to dispose of the Loan Object as of the value date. If the Loan Object is not delivered by the end of the value date, the Borrower shall be

entitled, after notifying the Lender of the non-delivery and after expiration of a grace period of one additional Banking Day in Dubai, to claim damages for non-performance or to rescind the Individual Transaction.

4. Remuneration

4.1 The Borrower of an Individual Transaction shall pay to the Lender for the provision of the Loan Object provided under the respective Individual Transaction the fee agreed for this purpose in the respective Individual Transaction ("Individual Fee"). All individual fees owed by a contracting party shall together constitute the loan fee owed by such party ("Loan Fee"). Individual fees are determined on a daily basis.

4.2 The Individual Fee shall be paid in total for the period from (and including) the value date to (and excluding) the (respective) Banking Day on which the Loan Object is actually returned in whole or in part to the Lender ("Return Date"). Insofar as the individual charge is to be determined for periods of less than one year, this shall be done on the basis of a year of 365 days (act/365).

4.3 The Loan Fee shall be payable on the first day of a calendar month for the preceding calendar month. For the purpose of settlement pursuant to sentence 1 above, Nealthy shall determine on the first day of each month the amount of the Loan Fee to be paid by one Contracting Party to the other Contracting Party on the basis of the individual transactions open at the relevant time, if necessary by dividing it into different currencies or payment tokens or other units of account in which the Loan Fee is to be paid ("Settlement Amount") and shall notify the other Contracting Parties of all Settlement Amounts. The Counterparty may raise objections to the Settlement Amounts in accordance with above until the end of the third Banking Day after Nealthy has notified the Settlement Amounts; after expiry of this period the Settlement Amounts shall be deemed to have been approved. Objections in accordance with above shall not release the Customer from the obligation to make timely payment in accordance with above.

5. Term and Termination

5.1 The loan object is transferred on the basis of an individual transaction for the period specified in the Term Sheet or until the date specified for the Individual Transaction.

5.2 To the extent that the Borrower or the Lender has the right to terminate the Individual Transactions prematurely in the respective Term Sheet, the individual transactions may be terminated in whole or in part subject to the conditions set forth in the Term Sheet with a notice period of three Banking Days.

5.3 Unless and until Individual Transactions have been fully settled, this LE-Agreement may not be terminated for cause in its entirety.

5.4 The right to extraordinary termination of an Individual Transaction and of the LE-Agreement as a whole shall remain unaffected. Good cause entitling a contracting party to terminate the agreement shall include in particular:

- false information provided by the other contracting party about its financial circumstances, which may be of significant importance for the decision of a contracting party on granting the loan in kind,

- the occurrence or threat of a material deterioration in the financial situation of a contracting party or in the value of collateral, if this jeopardizes the repayment of one or more loan items or the fulfillment of another obligation of this contracting party, even if collateral existing for this purpose is realized, or

- the non-fulfillment of an obligation of a contracting party to pay the loan fee in accordance with § 4 or to provide or increase security within a reasonable period of time set for this purpose.

If the good cause consists of the breach of a contractual obligation, termination shall

only be permissible after the unsuccessful expiry of a reasonable period set for remedial action or after an unsuccessful warning, unless this is dispensable due to the

special features of the individual case.

5.5 This LE Agreement shall terminate without notice in the event of insolvency. An insolvency event shall exist if

- a ground for insolvency of a Contracting Party occurs,

- the filing of a petition to commence insolvency proceedings against the assets of a Contracting Party or similar proceedings of another jurisdiction, whether the petition is filed by the Contracting Party itself, a third party or an authority appointed for this purpose,

- the opening of insolvency proceedings relating to the assets of a Contracting Party or similar proceedings of another jurisdiction; and

- rejection of the opening of insolvency proceedings or similar proceedings of another jurisdiction for lack of assets. ("Insolvency Event")

5.6 In the event of termination of this LE-Agreement by extraordinary notice of termination pursuant to paragraph 4 or in the event of insolvency, the claims for delivery or return of the respective Loan Objects and other services, in particular the claim for payment of the Loan Fee, shall be replaced by a uniform claim ("Compensation Claim"), for the determination of which, all claims of the Contracting Parties under this LE Agreement shall be set off against each other - if necessary on the basis of the market value pursuant to § 9 (5) at the time of termination of the LE-Agreement and converted into Dollar.

6. Return

6.1 Each Loan Object or the part of a Loan Object affected by a partial termination shall become due for redelivery on the Banking Day immediately following the termination of the granting of the Loan in accordance with § 5 above ("Maturity Date").

6.2 The Borrower shall deliver and transfer title to the Loan Object within the meaning of the preceding paragraph 1 on the due date.

7. Delayed Return

7.1 If the Borrower does not return the Loan Object to the Lender on the due date or does not return it in full, the Lender shall be entitled, after prior warning with a grace period of at least one week, to acquire on the market for the account of the Borrower the loan object due for return ("Cover"). The Borrower shall immediately be provided with an account of the expenses incurred by the Lender. The Borrower shall be obliged to reimburse the expenses of the Lender pursuant to sentence 2 above ("Reimbursement of Expenses"). The reimbursement of expenses shall be due for payment upon receipt of the statement of account pursuant to sentence 2.

7.2 Failure to make a timely return delivery shall not constitute good cause for termination of the LE Agreement as a whole until the Borrower has failed to pay the reimbursement of expenses after the expiration of a further period of one week from the due date of the reimbursement of expenses.

7.3 The assertion of further damages or proof of lesser damages shall remain unaffected.

8. Collateral

8.1 The Counterparties grant to each other a lien on the cash account(s), wallet(s) and securities account(s) specified in the Term Sheet, or in client's agreement ("Pledged Account"), including all present and future rights and claims (whether conditional or not conditional) to which the respective Contracting Party or any other holder of the Pledged Account is entitled or accrues against the account- or deposit-keeping bank out of, or in connection with, the contractual relationship underlying the Pledged Account, as the case may be, in connection with a fiduciary position in the Pledged Account.

8.2 The pledge under paragraph 1 above secures the full, irrevocable and unconditional performance of all obligations of the respective Contracting Party under the LE Agreement against the Contracting Party in whose favor the pledge exists ("Secured Claims").

8.3 The Contracting Parties hereby irrevocably authorize each other to notify the respective credit institution holding a Pledged Account of the seizing of the Pledged Accounts in text form. In doing so, each Contracting Party shall inform the respective credit institution of the continuing right of disposal of the respective other Contracting Party pursuant to the following paragraphs 4 and 5. The Contracting Party granting the lien shall be sent a copy of the notification pursuant to sentence 1 above (electronic copy sufficient).

8.4 Each Contracting Party shall remain entitled to exercise all rights and powers in relation to its respective pledged account in the ordinary course of its business and with the diligence of a prudent businessman as long as the Party complies with the secured requirements. Each Contracting Party shall ensure that its respective pledged account has a credit balance in a certain amount or a securities account balance with a certain stock exchange value or other market value ("Base Amount") until the return and transfer of title pursuant to § 6 paragraph 2 and the full payment of the remuneration pursuant to 8. 4. The Base Amount shall be maintained in the amount of the minimum amount specified and shall otherwise correspond to the percentage of the market values of all Loan Objects provided to the respective Contracting Party under this LE Agreement ("Market Value") as specified in the client's agreement. The Base Amount shall be recalculated on each TARGET2 business day, Value Date and Return Date of an Individual Transaction and shall then be held in the respective Contracting Party's Pledged Accounts in the corresponding amount. Each Contracting Party may request that the base amount to be held by the other Contracting Party be increased to the parameters set out in the client's agreement if the market value has increased by more than the fluctuation amount set out in the client's agreement compared to the market value relevant for the previous determination of the base value. Each Contracting Party may request the reduction of the Base Amount to be maintained by it to the parameters set out in the client's agreement if the Market Value has decreased by more than the variation amount set out in the client's agreement compared to the Market Value relevant for the previous determination of the Base Value. The above sentences 4 and 5 shall apply mutatis mutandis after agreement of new individual transactions or complete or partial return of the loan object of individual transactions.

8.5 The market value of a Crypto Asset for each Banking Day shall correspond to the closing price of the respective Crypto Asset on the preceding Banking Day on the trading platform specified in the client's agreement for the respective Virtual Asset, unless a different trading venue or a different determination of the market value is specified in the Term Sheet of the respective individual transactions. Provisions in the Term Sheet shall take precedence over provisions in the client's agreement.

8.6 The market value of other securities, in particular securities booked into a securities account used as a pledged account, corresponds for each Banking Day to the closing price of the respective security in fully electronic trading on the respective exchange with highest trading volume and, if fully electronic trading does not take place, to the closing price of the respective security DFM.

8.7 Notwithstanding paragraph 1 in the client's agreement, the contracting parties may agree on a different collateralization approach instead of a collateralization by granting liens on pledged accounts, in particular a collateralization by assignment of security of cash, Virtual Assets and/or securities. Unless otherwise provided in the client's agreement, paragraphs 2 to 6 above and sections 9 and 10 shall apply mutatis mutandis.

9. Realization of Collateral

9.1 If a secured claim becomes due and is not fulfilled within three Banking Days even after expiry of a grace period of at least one week and the contracting parties hereby expressly acknowledge that an enforceable title or an enforcement notice is not required and that a period of five bank working days is sufficient for notifying the respective Borrower of the realization.

9.2 The realization of the lien shall be permitted without prior written notice to the respective Borrower and without observance of a time limit if an insolvency event has occurred with respect to the respective Borrower.

9.3 Each Party shall at all times, until all of its Secured Claims have been satisfied in full, take into account the legitimate interests of the other Party in exercising its rights and performing its obligations under this LE Agreement.

9.4 The proceeds from the liquidation of the lien shall be used in the order of priority determined by the Lender.

10. Release of Collateral

10.1 The liens granted to the Contracting Parties on the Pledged Accounts shall be successive and shall automatically expire upon the expiry or full satisfaction of the Secured Claims. Notwithstanding the foregoing, each Contracting Party shall, for evidentiary purposes, release the respective pledged account after the expiry or full satisfaction of all secured claims of the respective Contracting Party by means of an immediate declaration of release vis-à-vis the credit institution holding the respective pledged account in the form requested by such credit institution.

10.2 Each Contracting Party shall, at the request of the other Contracting Party, issue to the other Contracting Party a confirmation of the release of the respective pledged account in text form.

11. Hard Fork (“Hard Fork”) and Airdrop (“Airdrop”)

11.1 During the Loan period, nealthy may notify Users of any upcoming Hard Fork or Airdrop in connection with the digital assets involved under the Loan. Within 30 days after Nealthy makes the notice, Nealthy and the User have the right to terminate the Loan. Within 30 days after the notice of terminating the Loan, the User shall repay all outstanding principal and interest under the Loan.

11.2 In the event that new tokens are generated due to a Hard Fork in the digital asset protocol or an applicable Airdrop (the “New Tokens”) and neither Nealthy nor the user chooses to terminate the Loan, the right to such New Tokens shall be as follows:

(i) if the New Tokens are generated in connection with digital assets which comprises part of the relevant Loan, nealthy shall have right to receive such New Tokens and Borrower shall repay the New Tokens to Nealthy;

(ii) if the New Tokens are generated in connection with digital asset which comprises part of the Collateral, Borrower shall have right to receive such New Tokens, and Nealthy will release the New Tokens together with the corresponding Collateral to their Nealthy account after Borrower fully repay all the principal and interest of the outstanding Loan Borrower borrowed.

12.  Representations and Warranties

The Borrower hereby represents, warrants and undertakes that:

(1) The source of the Collateral under the Loan and this Service is legitimate, and the ownership is not disputed;

(2) The Collateral hereunder is not subject to any litigation, preservation, mortgage, judicial freeze, and  enforcement and thus becomes unenforceable, otherwise Borrower shall be deemed to have breached these Terms and shall bear all responsibilities;

(3) Borrowers shall not lose their ability to pay under their obligations of repayment under the Loan as a result of occurrence of other events including litigation, preservation, mortgage, judicial freeze, and enforcement. Otherwise, it shall be deemed that Borrower have defaulted and Borrower shall be responsible for all economic losses and legal liabilities;

(4) Borrower will not infringe the legitimate rights and interests of Lender;

(5) Borrowers are not on the sanctions list issued by any government and international organizations;

(6) If the above representations, warranties and covenants are no longer correct, complete and valid due to changes in the applicable laws, the Borrower will immediately notify Lender in writing.

Borrower hereby acknowledge that if Borrower breach the foregoing representations, warranties and covenants, Lender shall have the right to stop providing Borrower with any and all services (including but not limited to this Service). If Lender suffers losses due to their breach of the foregoing representations, warranties and covenants, Lender has the right to hold the Borrower liable for the breach of these Terms.

13. Limitation of Liability

13.1 Risk Disclosure

13.1.1 Borrower expressly agree that their use or non-use of this service and related services are at their own risk. Except as expressly provided to the contrary under these terms, the services, all products and services provided to Borrower through this service and related services provided to the Borrower are strictly offered on an “as is” and “as available” basis, and lender and its affiliates or its service providers or suppliers make no representations, warranties, or guarantees to Borrower of any kind, either express or implied, including without limitation, merchantability, quality or fitness for a particular purpose, title, or non-infringement, no errors or omissions, continuity, accuracy, reliability of this service. Some jurisdictions do not allow the exclusion of implied warranties in contracts, so the above exclusion may not apply to you. Lender does not make any undertakings and warranties for the validity, accuracy, correctness, reliability, quality, stability, completeness or timeliness of the technology and information in connection with this services or other services provided by the lender.

13.1.2 Nothing in these terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws,

13.1.3 Like any asset, the value of digital assets may fluctuate significantly, and there is a huge risk that Users may incur economic losses when buying, selling, holding or investing in digital assets and other related transactions. to the choice of using and how to use the Services of the Platform is the User's personal decision, and the User shall bear any and all of the risks and potential Losses. Lender does not make any express or implied warranties regarding the market, value or price of digital assets. Users acknowledge and understand the instability of the digital asset market. The price and value of digital assets may fluctuate or collapse at any time. Trading digital assets is of the free choice and decision of Users, and Users shall solely bear their own risks and possible losses. their use of this Service means that Borrower confirm and agree:

(1) Borrower fully understand all of the risks associated with digital assets and related transactions;

(2) Borrower agree to solely bear any and all risks and Losses associated with the use of these Services and engaging in any transactions involving digital assets; and

(3) Lender shall not be responsible for any of these risks or Losses or any other adverse consequences.

(4) The Platform cannot guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the Platform, and shall not bear any legal liability arising therefrom. The User shall rely on the User’s independent judgment to conduct transactions, and the User shall bear all responsibilities for User’s judgment and/or decisions.

(5) Digital assets involve a high degree of risk. Using Client Loan Services involve market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance risks. Digital assets are not the legal tender of any government, and their value is not guaranteed by a specific government. The value of digital assets may fluctuate greatly. Users shall be fully aware of the above risks and should exercise caution when conducting any transactions regarding digital assets. Users of the Client Loan Services must have sufficient financial capability, maturity, experience and willingness to bear all investment risks and potential investment losses. Thus, digital asset investment is not suitable for all investors.

(6) Borrower understand and accept the risks that Borrower may incur by using this Service, and the related losses that Borrower may suffer as a result, including but not limited to:

  • The main risks of the Client Loan are related to market price fluctuations. In a highly volatile market, it may be difficult for users to predict the market price at maturity date as well the gap between the market price and the Target Price at the maturity date; high price volatility of digital assets and their derivatives may cause significant or total losses in a short period of time; and Borrowers are willing and able to bear all risks caused by market price fluctuations and any economic losses Borrower may suffer;
  • Once the digital assets Borrowerhold are locked and frozen due to use of this Service, Borrower will not be able to trade the frozen digital assets and other operations caused by risks associated with the inability to trade these digital assets, Borrowers are willing to bear the risks arising from locking their digital assets and any economic losses Borrower may suffer;
  • During the product’s active period, if Lender terminates this product Service early, Borrower may not be able to obtain the expected profits within the expected product holding period (if any) which may result in the loss of their digital assets;
  • If there is a force majeure event, or an force majeure event that causes the price of digital assets to collapse, it may cause Lender to fail to pay out the profits of the product Borrower invested in and may cause loss of their digital assets;
  • Technical abnormalities may occur, which may delay or prevent Borrower from using this Service or conducting related transactions, which may cause the loss of their digital assets;
  • Market abnormalities may occur, which may cause loss of their digital assets;
  • In order to maintain the overall health of the market, Lender may add, delete or modify the relevant provisions of these Terms, the policies, the terms and conditions or other related user agreements, service agreements or terms from time to time. Such modifications may benefit or harm Users like you.

Borrowers confirm that the Borrower fully understands the nature, risks and potential losses related to the Client Loan Services. Before making an investment decision, Borrower should exercise independent judgment and carefully consider using Client Loan Services based on their own investment experience and capability, financial situation, investment objectives, investment period, willingness and ability to bear investment risks, the extent of their understanding of the nature and risks of this product, and other relevant circumstances. The aforementioned risks do not include all the risks and all the market conditions of the user's transactions related to this Service through the Lender Platform. If a Borrower has any questions or concerns, please seek advice from an independent financial advisor.

13.2 The virtual assets market is volatile and may change rapidly in terms of liquidity, market and trading dynamics. Borrowers are fully responsible and liable for any and all trading and non-trading activities and their account used on or through the Lender website. Borrowers acknowledge and agree to be fully responsible for all their transactions and non-trading behaviors and omissions on Lender or through Lender, as well as all gains and losses arising from their use of the Lender website and this Service and any other services provided on the Lender Platform. Borrowers are responsible for any of their assets and liabilities in their Lender Account, and Borrowers are responsible for all their obligations for all their financial activities on Lender. Lender is not responsible for any and all losses arising from this Service and any other services provided on the Lender Platform and shall not assume any compensation or any other responsibility.

13.3 Borrowers agree and accept that the User’s estimated yield displayed on the Lender Site is merely an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. their final yield will be based on their actual yield. Lender will calculate the User's actual yields based on the actual yields Borrower earned under the transactions under this Service minus any Service Fees (if any) payable to Lender. Lenders do not promise or guarantee their estimated yield or actual yield Borrower will receive.

13.4 Borrower agree and accept that when the Borrower redeems their assets, the time it takes for Borrower to receive the digital assets in their account may vary and the assets received and displayed on the Site shall be final. Lender shall not be liable for any losses caused by or related to time differences or discrepancies for receipt of digital assets.

13.5 Borrower agree and accept that Lender reserves the right to amend the content of this Agreement any time in its sole discretion. Lender shall not be liable for any losses arising from their misunderstanding of this Agreement, or their delay of reading the amendments to this Agreement.

 13.6 Borrower agree and accept that if the Lender Platform cannot function properly or the Service is interrupted arising from the following conditions, such that Borrowers are unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Lender and its affiliates shall not be liable for any losses. These circumstances include but are not limited to::

  • Service suspension for maintenance as announced by the Lender Platform;
  • Hacker attack(s) on the Lender Platform for purposes including stealing user account passwords, secret keys, APIkey, and other information, resulting in losses caused by illegal hacking into the User’s accounts and / or illegal transfer of digital assets;
  • System failure to transmit data as a result of telecom equipment failures;
  • Force majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of the Lender Platform;
  • Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, banking issues, temporary closure arising from government regulations and any other reasons;
  • Service interruption or delay caused by Lender Platform’s computer system being damaged, defective or unable to perform normally;
  • Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
  • Losses suffered by Borrower or other third parties arising from the fault or delay of the third party;
  • Losses suffered by Borrower or other third parties arising from changes in laws and regulations or government orders;
  • Losses suffered by Borrower or other third parties arising from force majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances.
  • Other losses not attributable to Lender due to external uncontrollable events.

Borrower agree and accept that the aforementioned reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, and Lender reserves the right to refuse to execute their commands based on the actual circumstances. Borrower understand and agree that Lender shall not be liable for any of their losses (including but not limited to direct or indirect losses, actual losses, or loss of possible yield and other similar or related losses).

13.7 Software Protocols and Operational Challenges

  • Software protocols that underlie digital assets are typically open source projects, which means that: (i) the development and control of such digital assets are outside of Lender's control, and (ii) such software protocols are subject to sudden and dramatic changes that may have a significant impact on the availability, ease of use, or value of a given digital asset. Borrower also are aware of and accept the risks associated with operational challenges. Lender may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. Borrower understand that the Services may experience operational issues that lead to delays. Borrower agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. Borrower agree that Lender shall not be responsible or liable for any related losses.
  • All Users understand that the technology underlying digital assets is subject to change at any time, and such changes may affect their digital assets stored on our platform. Borrower agree to be fully responsible for monitoring such technological changes and understanding their consequences for and regarding their digital assets. Users conduct all trading and make all related decisions based on their own volition, and Lender shall not be liable for any loss or damage incurred as a result of their use of any Services or their failure to understand the risks involved or associated with digital asset use in general or their use of our Services.

13.8 Lender strictly prohibits unfair trading behaviors. Lender reserves the right to enact, under its sole discretion, and take control over their account, if you:

  • are involved in price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market;
  • might be harming other users or Lender by exploiting the Service’s vulnerabilities or by other unreasonable means;
  • are involved in any other activities that Lender deems harmful to the overall well-being of the market.

Lender also reserves the right to take actions including but not limited to close their accounts, limit trading, halt trading, cancel transactions, rollback transactions and return the relevant digital assets to any complainant so as to eliminate any adverse effects to the overall wellbeing of the market. In no event shall Lender be liable to Borrower for any loss incurred when such action against Borrower happens.

13.9 Borrower agree and accept that Lender shall not be liable for any losses caused by the risks described in this Clause 13  of the Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).

13.10 The aforementioned provisions do not indicate all the risks arising from or related to their transactions through the Platform or all the conditions of the market. Before making any trading decisions, Borrower shall fully understand the relevant digital assets; make cautious and prudent decisions based on their own trading objectives, risk tolerance, and financial conditions; and solely bear all risks and losses.

14. Indemnification

14.1 Borrower shall take all possible measures to ensure that Lender is held harmless from any damages caused by their use of the Service or other activities related to their Lender account, otherwise Borrower shall be liable for losses suffered by Lender.

14..2 Borrower hereby acknowledge and agree to defend and indemnify any claims or requests (including reasonable legal fees) resulting from their breach of these Terms, their improper use of Lender services, their violation of any laws or infringement of any third party rights, any third party’s actions or omissions with respect to the authorized use of their Lender account, or access to Lender website, apps, and systems (including networks and servers used to provide any Lender services, regardless of whether such websites, apps, and systems are operated by Lender, or operated for Lender, or operated to provide Lender Service to you), and make every effort to hold Lender harmless.

15. No Business, Legal, Financial or Tax Advice

The User acknowledges and agrees that no information provided by Lender, notwithstanding whether included in these Terms or any other document or statement, shall be deemed as business, legal, financial or tax advice. The User may and should consult his own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from the reception of and in connection with digital assets under this This Service. Lender is not their broker, dealer, agent or consultant. The User acknowledges and agrees that in any transactions or other decisions or activities through which Borrower use any Lender Services, Lender does not have a fiduciary relationship or fiduciary duty with you. No communication or information provided by Lender to you, notwithstanding whether included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment advice, business advice, legal advice, financial advice, tax advice, trading advice or any other type of advice. Borrower shall determine whether any investment, investment strategy or related transaction is appropriate for Borrower based on their personal investment objectives, financial condition and risk tolerance, and Borrower shall be solely responsible for any and all Losses or liabilities.

Borrower should consult their own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from using this This Service. Lender does not recommend to Borrowers to buy, acquire, sell, transfer or hold any digital assets. Before making a decision to buy, sell, transfer or hold any digital assets, Borrower shall conduct due diligence and consult their financial advisor before making any investment decision. Lender shall not be responsible for their decision to buy, sell, transfer or hold digital assets based on the information provided by Lender.

16. Third Party Website Disclaimer

Any links of third party websites in Lender services do not mean that Lender endorses any products, services, information and disclaimers provided therein, and Lender does not guarantee the accuracy of the information contained therein. Lenders shall not be liable for any losses caused by their use of such third party products and services. In addition, since Lender has no control over the terms of use or privacy policies of third party websites. Once Borrower use this Service, it means that the Borrower know, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the third party websites. Lender and each third party websites are independent legal entities, and these Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. Lender and each third party websites shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

17. Governing Law

These Terms, their use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of United Arab Emirates without regard to the principles of conflicts of laws thereof.

18. Jurisdiction and Dispute Resolution

18.1 Borrower acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Dubai International Arbitration Centre (DIAC) in accordance with DIAC’s Mediation Rules in force for the time.

18.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 12.1, such Dispute shall be referred to and finally resolved by arbitration administered by the DIAC) under the DIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the UAE.

19. Miscellaneous

19.1 The contents of these Terms also include Lender's various system specifications, other agreements or rules in connection with these Terms, and other relevant agreements and rules regarding the Service that Lender may issue from time to time. Once the aforementioned content is officially released, it shall become an integral part of these Terms, and the Borrower shall also abide by it. In the event of any conflict between the aforementioned content and these Terms, these Terms shall prevail.

19.2 Lender reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on Lender's website. Please regularly check the latest information posted therein to inform theirself of any changes. their continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If the Borrower does not accept the revised content, please stop using the Services.

19.3 Borrower shall carefully read this Agreement, and any document referred to in Clause 19.1 and 19.2 of these Terms that constitute the contents of these Terms. If there is anything that the Borrower do not understand in the Agreement and/or any document referred to herein, the Borrower should contact Lender and seek clarification. Unless otherwise instructed by Lender, any formal communication and document transfer between Borrower and Lender shall be undertaken through email. the Borrower may also be able to contact Lender telephonically as a form of informal communication. Any formal communication between Borrower and Lender should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and the Agreement, the Agreement shall prevail.

Please address emails to “Lender” at the following email: support@Nealthy.com.

19.4 If any provisions of these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of these Terms shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of these Terms, or the validity, legality or enforceability of such provision in any other jurisdiction.

19.5 No failure or delay by Lender in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

19.6 Borrower shall not transfer, novate or assign these Terms, and the rights and obligations hereunder, in whole or in part, without the prior written consent of Lender. Lender has the right to transfer, novate or assign any rights or obligations under these Terms by serving written notice on you, which takes effect upon the delivery of such notice.

19.7 The headings of all these Terms are for reading convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.

19.8 If there is a discrepancy between the English version of these Terms and the translation of other languages version, the English version of these Terms shall prevail.

19.9 Lender has the sole and final discretion of interpretation of these Terms.

2. User Agreement: Over-the-Counter Trading

Version: 1.0

Effective Date: Juli 6, 2023

1. Introduction

This user agreement (the User Agreement) is a framework agreement, containing all agreements applying to all legal relationships between nealthy and you as a User, as well as Crypto Custodian and you as a User. Nealthy and the Crypto Custodian shall be collectively referred to as: 'we', 'our' or 'us'. This User Agreement sets out the terms and conditions on which we provide you with access to and use of our products, services and offerings. If a condition is also relevant for the Crypto Custodian, those conditions also apply to the legal relationship between you and the Crypto Custodian.

By agreeing to the terms of this User Agreement for OTC Trading, you acknowledge that you have read, understood and agree to the contents and agree to our Privacy Statement and our (risk) disclaimer.

User should be aware that cryptocurrencies and OIT (On-chain Index Token) may be subject to large price fluctuations and therefore may involve large losses. Trading in digital currencies involves significant risk. Only use funds that you can afford to lose.


Definitions

Account: an account maintained at nealthy by the User.

nealthy FZCO LLC: the private company under Dubai law located at SRT-FLR18-18.01-E.O-04, Sheikh Rashid Tower, Dubai World Trade Centre FZ, Dubai, United Arab Emirates and registered with the Licence no. L2702.

Services: the execution of Orders initiated by User on the Platform, the storage of cryptocurrencies/nealthy utility token credit for the account and risk of User, and all other services, products and services offered by us.

nSTBL Credit: The utility token, issued by nealthy SPV in exchange for money received, which the User can use to buy and sell cryptocurrencies. Pilot phase token issuance will be deployed by nealthy. Post-pilot phase, token issuance will be deployed by trustees in a future nealthy SPV.

User: the person who makes use of our Service and/or Platform, hereinafter also referred to as "you" or "your".

Order: a request to make a Transaction, deposit or withdrawal.

OIT (On-Chain Index Token): is a specialized digital asset that is built on a blockchain network, typically utilizing smart contracts to define its functionality.

Force Majeure: a situation that disrupts the normal functioning of the Platform and/or Service and/or makes it (partly) impossible to conduct business and cannot reasonably be foreseen by Nesalthy, or at least is beyond nealthy's control, such as fire, natural disaster, social unrest, strike or lockout, war, mobilisation, proclamation of the state of war or siege, riot, government measures, exceptional network or hardware failures, power failure, bank failure, failure related to the custody/transfer of cryptocurrencies, bankruptcy of or conflict with a bank, a partner holding (part) of the cryptocurrency in custody or other partner of nealthy, disagreement with regulators, problems with the network or protocol of a cryptocurrency.

Platform: All mobile application(s), website(s) and/or communication channels made available by us to the User through which our services, products and/or services are offered.

Transaction: A successfully executed Order on our Platform where the User has made a purchase or sale of cryptocurrencies for fiat or exchanged one cryptocurrency for another cryptocurrency.


2. General

  • We perform our Services with the utmost care. Once a Transaction has taken place, it is irreversible. The right of cancellation for individuals is excluded. Users do not have the possibility to cancel Transactions related to cryptocurrencies, except in cases nealthy does not fulfill its commitments.
  • All information provided by us (regardless of how it is made known) is without obligation, purely informative in nature, and should not be considered professional, financial or legal advice. We do not give buying or selling advice and make no statements about the expected price or rate. We do not provide any (investment) advice in relation to cryptocurrencies. We do not accept any responsibility or liability for the information we provide, nor for the use made of it or for any loss that results or may result from it.
  • You acknowledge that the information provided as part of our products, services and services to be offered, are not intended as a (personal) recommendation to buy, sell or hold assets (in the form of cryptocurrency). All products and services are offered on an "execution only" base (conclusion without advice). Your Orders are executed automatically by our systems.
  • By creating an Account and/or using our Services, you acknowledge that you:
  • have accepted all of the terms and conditions in this User Agreement;
  • in the event that the User Agreement is entered into by a natural person, you are acting on your own behalf and are at least 18 years of age or, if and to the extent that a higher age is required for this User Agreement to be validly entered into, have reached that age;
  • if the User Agreement is entered into by/on behalf of a legal entity, you are authorized to close agreements on behalf of the legal entity and that the legal entity is authorized to enter into the User Agreement;
  • are authorized to enter into a binding agreement with us and that such use is permitted under applicable law;
  • create only one Account and have no other Accounts;
  • that you are the owner of the bank account(s) used by you and that the bank account is in your name or if the Account is of a legal entity that the bank account belongs to the legal entity and is in the name of the legal entity;
  • will use the Platform and/or Account for its own interest and at its own risk, and not as an agent or representative of a third party or otherwise for the benefit of third parties;
  • act in accordance with the relevant laws and regulations and this User Agreement;
  • are not a resident of a country or do not fall under the jurisdiction of a country whose applicable law does not allow you to enter into this User Agreement or use our Services;
  • are not a US person, are not a resident of the United States, do not hold a US Nationality or otherwise qualify as a US Citizen and indemnify us against any damages we suffer as a result of violating this prohibition;
  • do not appear on a relevant sanctions list.
  • As a User of nealthy's Services, you should have basic knowledge of the cryptocurrencies we trade and how these products work. You are solely responsible for the risks involved in investing in cryptocurrencies
  • It is prohibited to use our Platform for illegal purposes, such as, among others, money laundering or tax evasion.


3. Obligations of the User

  • To use our Services, you must register by completing the (full) registration process, providing the requested information and accepting the terms of this User Agreement and our Privacy Statement.
  • As a User you agree and commit to provide us with all the information we deem necessary to comply with our legal obligations, to cooperate with any customer research we may carry out, including for the purpose of preventing fraud, money laundering, the financing of terrorism and/or other (financial) crimes, and to notify us of any changes to the information previously provided by you.
  • We are entitled to suspend and/or cancel your Account or our Services if you are not prepared to provide the requested information (on time) in a proper manner or if it appears or we have a (remote) suspicion that the information provided is incorrect, incomplete and/or misleading. We are at all times entitled (therefore also as a result of the information received) to change the status of your Account and/or to change the limits in the Account.
  • You authorize us to make inquiries, directly or through third parties, that we deem necessary to verify your identity or protect us from fraud or other financial crimes.
  • You are responsible for the Orders / Transactions / withdrawals and/or deposits placed and/or made by you. This includes, among other things, entering the correct data, such as quantity, email address, correct bank details and passing on changes. You are responsible for the accuracy of the data you provide. By confirming the Order / Transaction / withdrawal and/or deposit you declare that you have checked the relevant process and that all data is correct. Not passing on changes or not passing them on in time is entirely at your expense and risk.


4. Rights & Obligations of nealthy

  • We make every effort to ensure that our Service functions as well as possible. We are partly dependent on third parties for the proper functioning of our Service, so we cannot fully guarantee this proper functioning. We therefore cannot make any statements or guarantees of any kind regarding the operation of our Service where it depends on third parties. We decline all liability in this regard, except in cases of intent or gross negligence on our part.
  • It is possible that (a part of) our Service is not continuous, not optimal and/or not faultless. We cannot be held liable for any problems and/or damage that (may) occur as a result of the (temporary) unavailability of our complete Service and/or any changes made by us, except in the case of intent or gross negligence on our part.
  • We are entitled to temporarily suspend / modify or discontinue access to, or the operation of, (part) of our Services. We will only exercise this right if we consider it necessary, for example to comply with applicable laws and regulations, instructions from authorized supervisors and/or for the protection of you, the processing of Orders / Transactions / deposits and/or withdrawals, the Platform and/or for proper functioning of markets and prices.
  • We are entitled to carry out maintenance from time to time, during which it is temporarily not possible to use our Service. We strive to provide advance notice of major maintenance, during which the Platform and/or our Service will be unavailable/limited for a long(er) time. However, due to dependence on third parties and technical links to services, this will not always be possible.
  • We can never be held liable for any damage suffered by you as a result of price fluctuations. We are also not liable, in any form whatsoever, for any loss in the event that these Terms are not or not correctly complied with by you.
  • We will do everything in our power to prevent fraud, money laundering, the financing of terrorism and/or other (financial) criminal offences. In order to give this the best possible implementation we shall:
  • report suspicious (proposed) Transactions to the appropriate authorities;
  • actively monitor and control Transactions and, where we see reason to do so, take appropriate action (including but not limited to stopping Transactions, withdrawals and/or deposits and closing Accounts);
  • cooperate with police, regulatory agencies, the public procecutor's office, other government agencies, and authorized supervisors, among others.
  • In addition, we reserve the right to, without being liable for any damages or lost revenue for this purpose:
  • block and/or freeze Accounts that are or may be associated with fraud or other activity in violation of laws and regulations or this User Agreement;
  • limit or block Accounts during our investigation of whether it is acting in accordance with this User Agreement, compliance policies or laws and regulations;
  • suspend and/or cancel orders for reasons of our own making without being liable for any damages and/or lost revenue;
  • sell User's positions in cryptocurrencies at any time if we receive a court request to do so, or are otherwise required to do so;
  • terminate the User Agreement unilaterally, for reasons of our own making without being liable for any damages and/or lost revenues;
  • in the event of fraudulent use or use in violation of the User Agreement, charge Users with the costs we incur and/or have incurred in investigating and repairing fraudulent or other criminal activity. We are entitled to offset these costs against the balance of the User's Account;
  • close accounts, terminate our Services or take any other action that we deem most appropriate given the circumstances, in the event that a change in laws and regulations gives us cause to do so, a regulator requests it or there is another compelling reason that we believe requires us to take action;
  • take other reasonable measures to prevent abuse, criminal acts or use in violation of this User Agreement.


5. Account

  • To use the Services, you must have registered an Account with nealthy. nealthy has an acceptance policy on the basis of which it assesses whether a User is eligible to register an Account. Part of this policy is that only persons with a valid ID and bank account from one of the supported countries in Terms of Service can have an Account with nealthy. If at any time it becomes apparent that a User does not fall within the acceptance policy, nealthy reserves the right to close an Account and terminate the User Agreement without being liable for any damages and/or lost revenue. We may make changes to the Acceptance Policy at any time.
  • You are responsible for knowing the laws surrounding cryptocurrencies in the country where you live or are. We cannot be held responsible if the User violates laws and regulations.
  • An Account including all account data and the credits in the Account are personal and non-transferable and therefore cannot be passed to a third party.
  • We are entitled to refuse and/or not further process requests for an Account or modifications/extensions to the Account without reason.
  • We are entitled to block, close, delete and/or freeze accounts at any time if an Account is used in breach of the User Agreement, our compliance policy or any legal provision or if we suspect that this is the case. We may, within the limits of the law, impose conditions on the refund of any outstanding balances.
  • We are entitled to (fully) freeze an Account until further notice and/or to take other measures appropriate in our opinion if one or more of your assets is/are seized.
  • You declare that you have filled in all details truthfully. In the event that we notice – or have reasonable grounds to suspect – that the obligations or declarations on the basis of this User Agreement are not (or are no longer) correct, or are not being correctly complied with, we will be permitted to block your Account immediately (temporarily) and/or close the Account and terminate this User Agreement.


6. Crypto Custodian

  • Crypto Custodian is, on behalf of nealthy, responsible for the management of User's nSTBL Balances and cryptocurrencies to the extent that both of these balances are not used by nealthy to carry out User's transactions and/or the User has indicated that he wishes to use the services described in Article 15 of this User Agreement (revenue on cryptocurrencies) and it is necessary for this service to deposit the cryptocurrencies with a third party.
  • Crypto Custodian cannot be held liable if nSTBL Credit and/or the cryptocurrencies held by Crypto Custodian cannot be paid out as a result of Force Majeure. Crypto Custodian reserves the right, in the event of an observed shortage of nSTBL Credit due to a Force Majeure situation, to make an arrangement for the entitled parties. This may include, for example, distributing the remaining funds or cryptocurrencies proportionally among the entitled parties.
  • Please contact the Crypto Custodian for questions, complaints and/or comments about Crypto Custodian.


7. nSTBL Credit

  • By making a deposit in Euros, USD or other currencies in the app, the nSTBL Credit is recharged. This is subject to the limits as indicated in the Account and/or on the website and/or through the app. These limits can be changed by us at any time. When paying in other currencies, a conversion fee will be charged by us.
  • The nSTBL Credit is recognised exclusively by nealthy
  • Within nealthy, the nSTBL Credit can only be used within the app for the execution of Transactions for the purchase of the cryptocurrencies offered in the app.
  • The nSTBL Credit is a utility token and not a deposit like in a bank account. This means that it is not protected by a deposit guarantee scheme. nSTBL credits are held and managed in a smart contract managed by nealthy.
  • No interest will be charged on the balance of the nSTBL Credit.
  • The nSTBL Credit or part thereof, can be paid out in the respective currency to your verified bank account upon request. Requests will be processed as quickly as possible unless there is a Force Majeure situation.
  • Upon requests to transfer (part of) the nSTBL Credit and upon closing of the Account, the value of the nSTBL Credit will be transferred in the respective currency to User, to the verified bank account number linked to the Account. It is not possible to transfer the balance to another unverified bank account.
  • The nSTBL Credit is displayed as a nSTBL balance listed in the Account. We strive to ensure that the information made available on the Platform or in the Account is always complete, correct, accurate and updated. In the event of a discrepancy between the information provided on (or through) the Platform or the Account and the records of nealthy, the records of nealthy shall prevail. nealthy will, where appropriate, make the necessary efforts to correct it as soon as possible.
  • We shall be entitled at all times, in the event of suspected fraud and/or abuse, to suspend requests for payment of nealthy Credit or for the upgrading of nealthy Credit, within the limits of the law, until legitimacy has been demonstrated and/or requested data has been provided.
  • In the event of an incorrect transfer, for example due to an incorrect description or different account holder name, it will be returned. The costs resulting from this mistaken deposit may be charged to you. In the case of a refusal by the bank of a currency withdrawal order, we are entitled to pass on all costs to you.


8. Transactions, Orders, Withdrawals and Deposits

  • Purchases within nealthy can only be made with nSTBL Credit. After the nSTBL Credit has been recharged, you can select a cryptocurrency on the markets page of the app.
  • To make a sale at nealthy, the user can redeem their nSTBL credit for a stablecoin for the desired and available blockchain network as well as desired and available asset. The user is able to choose their blockchain network and asset deemed available by Nealthy with appropriate liquidity.
  • The quote to be issued by nealthy under step 5 (see paragraphs 1 and 2) in a buy or sell transaction is valid for 10 seconds. By pressing the "Confirm and Buy" or "Confirm and Sell" button, you agree to our offer, to the price and any associated costs and nealthy will execute the Transaction at the stated price. Once the Order has been confirmed by you, it cannot be canceled, reversed or changed by you, without prejudice to the right to seek dissolution if nealthy should fail to meet its commitments.
  • If an Order is placed within your Account we may assume that it is a legitimately given Order and will perform it in accordance with the request.
  • If nealthy deems it necessary, for example in case of an unusual situation (of a technical, legal or other nature) we are entitled to suspend (an) Order(s)/Transaction(s), withdrawals and/or deposits, until further verification has been carried out if nealthy finds it necessary.
  • nealthy may cancel or refuse one or more Order(s)/Transaction(s)/ deposit(s) or withdrawal(s) for reasons of its own. This may be the case for example but not exclusively in case of insufficient stock, special (market) circumstances or if, in Nealty's opinion, Order(s)/Transaction(s)/ deposit(s) or withdrawal(s) are suspicious or (appear to be) in breach of the User Agreement or nealthy 's compliance policy. In such cases, nealthy shall not be liable for any losses or lost revenue resulting from the failure to execute the Order/Transaction/Deposit or Withdrawal.
  • After the Transaction has been fully executed and confirmed by us, the User has purchased the cryptocurrency and stores it with nealthy and/or Crypto Custodian. The risks associated with the cryptocurrency pass to you once the Transaction is complete.


9. Wallet Cryptocurrencies

  • nealthy and Crypto Custodian take care of the storage of cryptocurrencies purchased by you via nealthy. We hold these cryptocurrencies for your account and risk. If you have chosen to use the services of this User Agreement (revenue on cryptocurrencies) you consent to the storage of your cryptocurrencies with a third party and acknowledge the risks that this entails.
  • We take all reasonable steps to secure the cryptocurrencies we hold on your behalf and may also engage third parties to do so. In order to ensure the secure storage of these cryptocurrencies, we use inventory management, which involves the use of various forms of storage. Despite this, we cannot guarantee that this storage is completely secure. The use of our Services is at your own risk.
  • We strive to ensure that the information made available on the Platform or in the Account (including in relation to wallet balances) is at all times complete, correct, accurate and updated. In the event of a discrepancy between the information provided on (or through) the Platform or the Account and the records of nealthy and/or Crypto Custodian, the records of nealthy and Crypto Custodian shall be decisive. nealthy and Crypto Custodian shall, where appropriate, make the necessary efforts to correct this as soon as possible.
  • For the storage of the cryptocurrencies, we may use collective wallets. This means that the cryptocurrencies are not stored in a separate wallet for each User separately, but in shared wallets.
  • If cryptocurrencies stored by us in a collective wallet are lost for reasons for which we cannot be held liable, the loss will be shared proportionately among all Users.


10. Identification and Verification

  • In order to use our Services, it is required that you create an Account. You must provide all requested information and associated documents. You must fill out and submit all information fully and correctly. The information we request may include personal data, such as – but not limited to – name, address, telephone number, email address, date of birth, personal number, as well as information such as statements from your bank account, tax return and/or other documents.
  • We reserve the right to verify the information provided at a time to be determined by us. The moment at which we perform this verification can differ per situation and also depends on our compliance and risk management policy. We are at all times entitled to refuse verifications or to request additional information if we consider this necessary and/or desirable. If there is any doubt about the verification, we may take any measure we consider appropriate, including in any event the temporary suspension of the Account or the restriction of functionalities on the Platform.
  • Depending on the status of your Account, not all features of our Services may be available or (lower) limits may apply. This may be the case if, for example, an identity check has not (yet) taken place or verification of this has not yet been completed.
  • We reserve the right to modify the requirements for identification and verification procedure. Even if your identity has already been verified, we may ask for additional information. In that case we are authorized to return the Account to an unverified status, to block the Account, or to freeze the funds.
  • If you refuse to provide the desired information and/or documents, or at least do not wish to respond to a request for additional verification, we are entitled to block or close the Account immediately.


11. AML & KYC Policy

  • We will make every effort to prevent money laundering, fraud or other criminal activities through our Services. We are entitled, within the limits of the law, to take all measures we deem necessary, both prior, during and after our Services.
  • In the event of suspected criminal or fraudulent acts, we are entitled, within the limits of the law, to take mitigating measures and/or additional measures, such as suspending and/or cancelling Transactions and/or blocking your Account and/or freezing assets.
  • You acknowledge that we are entitled and authorize us to do additional screening, such as requesting publicly available data and consulting non-public databases for data regarding identification documents and political involvement, in addition to requesting the required documentation.
  • We shall be entitled at any time, within the limits of the law and for reasons within our control, to suspend, refuse or cancel a(n) Order / Transaction / withdrawal / deposit, temporarily block an Account and/or close an Account.
  • In the event of a violation of the law (or a serious suspicion thereof) by you and/or in the event of an (intended) so-called unusual transaction, we may report this to the relevant authorities.


12. Costs

  • We charge an all-in fee for each Transaction. An overview of the all-in fee can be found in our FAQ. This fee is calculated to cover, among other things, the following costs:
  • Trade fee: the fee we owe on the exchange for our purchases;
  • Transaction costs: costs required to send the relevant (crypto)currency over the network;
  • Risk fee: we give you, the User, a fixed price, for which we deliver the cryptocurrency, purchase the cryptocurrency from you, and/or exchange it for you for another cryptocurrency. This quote is valid for 10 seconds;
  • Service charge: in order to provide this service, we need to charge a fee.
  • We may charge a fee for withdrawals and deposits of funds. These may be adjusted by us. The current fees are displayed via the Platform. If in an exceptional case it's necessary to send cryptocurrencies to the wallet, administration and transaction fees will be charged by nealthy. nealthy will inform the User of the then applicable costs. These costs are based on the internal and external costs that nealthy and the Crypto Custodian have to carry out in order to facilitate the transfer. Before a transaction is executed to a User's wallet, the User's wallet must be verified and additional administrative requirements may apply (such as the provision of additional information).


13. Cryptocurrencies

  • We are free to add, remove or (temporarily) suspend trading in a particular cryptocurrency to our Platform at our sole discretion. To the extent possible, we will give advance notice of a decision to do so.
  • Upon the removal of, or temporary suspension of trading in a cryptocurrency on our Platform, we will, to the extent possible, set a time limit within which we will allow you to sell the cryptocurrencies on our Platform. We strive to announce this - to the extent possible - 30 days in advance. In cases of Force Majeure or if this is necessary in connection with laws and regulations, this period may be shorter. In that case we will inform you prior to the sale about the period that will apply.
  • Should you not have sold the cryptocurrency - as a result of the announcement that a cryptocurrency will be permanently withdrawn from our Platform - within the stipulated period mentioned in paragraph 3, we are entitled to sell these cryptocurrencies for you and on your behalf after the stipulated period (to the extent that it is still possible to do so) and to increase the nSTBL Credit by this value. We are authorized to determine the exact time for this.
  • You can also request us via email to transfer the cryptocurrencies to your own wallet during the relevant period, where the wallet must meet conditions set by nealthy. nealthy charges transaction and administration fees for this. nealthy may refuse such a request if nealthy is not permitted to carry out such a transaction on the basis of laws and regulations or instructions from licensed authorities, or to the extent that the User has not responded in a timely, accurate and/or complete manner.
  • In the event of temporary suspension of trading in a cryptocurrency, we will hold the cryptocurrency on your behalf. If a temporary suspension leads to the permanent removal of the cryptocurrency, you authorize us to sell it for you and to increase the nSTBL Credit by this value.
  • We are not liable for any damages as a result of the addition or non-addition of a cryptocurrency to our Platform, the (temporary) unavailability of a cryptocurrency and/or the removal of a cryptocurrency on nealthy 's Platform, except in the case of intent or gross negligence on our part or on the part of parties appointed by us.


14. Forks, Staking, Airdrops and Giveaways

  • The way we securely store cryptocurrency makes using and/or participating in (hard) forks, staking, airdrops and giveaways difficult and time-consuming. This is the reason we will mostly not support these.
  • Only in cases where we explicitly state that a User can claim the proceeds of a (hard) fork, staking of a specific cryptocurrency, an airdrop or giveaway, can these be claimed by you. In all other cases, you as a User of our Platform have no right to (the proceeds of): a (hard) fork, staking of a specific cryptocurrency, an airdrop, or a giveaway, and you will waive these rights.
  • In the event of a fork, the User agrees that we may temporarily suspend cryptocurrency trading and that we may decide at our discretion whether or not to support either direction of the fork. Under no circumstances will we be liable for any damages or lost revenue from choosing to support the fork.


15. Revenue on cryptocurrencies

  • There are several ways to generate revenue on cryptocurrencies. Some examples are staking, airdrops, giveaways and lending cryptocurrencies for a fee. Only in cases where we explicitly state to facilitate a service that enables the generation of revenue on cryptocurrencies (in any form whatsoever) it is possible to make use of this, otherwise the provisions of Article 13 apply.
  • In cases where nealthy facilitates services through which revenue on cryptocurrencies can be generated, these services are performed at the risk and expense of the User.
  • Users may independently decide to make (part of) the cryptocurrencies held in his nealthy account available for the relevant service in order to generate (possible) revenue on cryptocurrencies. The User must indicate that he wishes to make use of that service. By default, this service will not be on and therefore no revenue will be made or paid to the User.
  • If the User uses the services and generates revenue, the User's individual revenue will be paid into his account. For the amount of the revenue and the frequency that revenue are distributed, please refer to the terms and conditions of the relevant service.
  • There are risks associated with using the services described in this article. It is possible that the cryptocurrencies made available by User for generating revenue on cryptocurrencies are lost, no revenue are generated / paid out or a lower revenue is generated than User expects. nealthy cannot be held liable for any damages or lost revenue. The cryptocurrencies are not insured or otherwise secured.
  • To the extent that, in order to use the Service, it is necessary to place User's cryptocurrencies with third parties, User authorizes nealthy to make the cryptocurrencies available from such third party. User acknowledges the risk with respect to such third party and any other involved parties
  • To the extent that the User has not set the cryptocurrencies for a specific period of time, the User may decide to terminate or change the services at any time.If the User indicates that he wants to terminate / change the services, nealthy will implement this as soon as possible. It is possible that this cannot be implemented immediately, for example because the cryptocurrencies are held with a third party and that wallet is temporarily not accessible, for instance because it is blocked or frozen.
  • nealthy may at any time make changes to the service described in this article. This may include whether the service will be offered but also for which cryptocurrencies the service will be made available etc. If the services are fully or partially terminated, the User will be informed of this. To the extent possible, we will announce a decision to do so in advance.


16. Security

  • You carry the responsibility for having:
  • ​​A good and secure internet connection;
  • A computer, tablet, smartphone or other device that can be used to connect to nealthy 's app or website via the Internet, which is equipped with up-to-date measures against intrusions, viruses, spam, etc;
  • An email account to which you have sole access, and through which nealthy 's email messages can be received unhindered.
  • You must maintain a strong password and use two-factor authentication. Passwords and two-factor authentication data are strictly personal and may not be shared with any other person.
  • We will never ask you to provide authentication details (two-factor authentication and passwords) in any other way than when logging into the Account or requesting a transfer of (part of) your nSTBL Credit. You should never agree to the request to provide these means, even if the request appears to come from us.
  • To the extent that we would be liable for any damage caused, you have no right to claim compensation if the security measures are not complied with or have not been complied with. It is up to you to prove that the described security measures have been complied with.
  • If you know or suspect that your account information has been stolen or may be exploited, you should immediately, contact us.


17. Risks

  • nealthy is registered with the Dubai VARA as a provider of crypto services. nealthy is registered with VARA on the basis of the Federal Decree by Law No. (20) of 2018 on Anti Money Laundering and Combating the Financing of Terrorism. Users are aware that nealthy is not under prudential supervision by UAE Central Bank or under conduct supervision by the UAE Securities and Commodities Authority. This means that there is no supervision of financial requirements or business risks and no specific financial consumer protection.
  • You are aware of and take full responsibility for the risks associated with trading cryptocurrencies. This includes the lack of guarantees of value and value preservation.
  • You accept the special circumstances that may arise in the Services of nealthy over the internet and the (technical) imperfections that may occur in the process, such as the impossibility of obtaining (full) access to our Services or the Platform such as the inability to provide and/or process an Order in time or at all, malfunctions of and/or defects in the Platform of nealthy and/or underlying hardware and/or (inter)network connections and/or software on which the Platform runs. Except in the case of intent or gross negligence on the part of nealthy or our appointees or trustees, we shall not be liable for these special circumstances or for any consequences of the (temporary) inaccessibility or unavailability of the Platform of nealthy or the Account, or in the event of delays and/or malfunctions and/or incomplete operation of the app and/or the website.
  • You understand and accept that by using our Services, you run a risk vis-a-vis nealthy and Crypto Custodian.


18. Force Majeure

  • In the event of Force Majeure, we are entitled to suspend the fulfillment of our obligations towards the User and/or to terminate the User Agreement.
  • If nealthy is still unable to fulfil its obligations after three months, nealthy shall be entitled to terminate the User Agreement or to rescind it (in whole or in part) (for the part of the obligations that nealthy is unable to perform due to the Force Majeure). In such case, the parties shall not be entitled to compensation for any damage suffered or to be suffered as a result of the termination or dissolution.


19. Termination of User Agreement and Account

  • We are authorized to terminate the User Agreement by giving at least 14 days' notice. In addition, we may terminate the User Agreement at any time as provided in this User Agreement.
  • You may terminate the User Agreement at any time by sending an email to: support@nealthy.com. There are no costs associated with the termination.
  • Upon termination of the User Agreement, the balance of your nSTBL Credit will be transferred to your (most recently used) verified bank account within eight business days, unless there is suspicion or confirmation of abuse or fraud or there is other law or regulation or other lawful ground based on which the disbursement may be suspended. After the nSTBL Credit has been refunded, the Account (and your Wallet) will be closed.
  • Prior to the termination of the User Agreement, you must sell your cryptocurrency. If you do not do so, after the expiration of 8 days we have the option to sell the cryptocurrencies on your behalf at a time to be determined by us, and to increase the nSTBL Credit with the Euro value so that this value can be transferred to your bank account. You give us an authorization to do so. Within this period of 8 days you can also request us by email to transfer the cryptocurrencies to your own wallet, in which case the wallet must meet the conditions set by nealthy. nealthy charges transaction and administration fees for this. nealthy may refuse such a request if nealthy is not permitted to carry out such a transaction based on laws and regulations or instructions from licensed authorities, or to the extent that the User has not responded in a timely, accurate and/or complete manner.
  • We will not sell the cryptocurrency in case of suspicion or confirmation of abuse or fraud or if there is any other law or regulation or any other legitimate ground on the basis of which the payment can be suspended, until there is sufficient clarity (for us). We may take measures at our own discretion and are never liable for any damage or loss of income due to price fluctuations.
  • To the extent that it is no longer possible or achievable for us to continue to offer the Services due to Force Majeure, we are entitled to terminate one or more parts of the Services with immediate effect. All outstanding Orders shall at that time expire and all funds shall be withdrawn, whereby the conditions for the processing of Transactions, withdrawals and so forth shall apply without prejudice to the provisions of this article.


20. Privacy

  • nealthy collects, processes and stores the personal data of the User in accordance with nealthy 's Privacy Statement. BLOX does this, among other things, to comply with its legal obligations and to be able to offer its Services as optimally as possible. The Privacy Statement describes on what grounds personal data are processed, what data are processed and what the reasons for such processing are. You can also read in the Privacy Statement that we will carefully handle your data and will not randomly share it with third parties.
  • You must agree to nealthy 's Privacy Statement as it is part of the User Agreement. It explains what we need your data for and how we use it. We always ask you to agree to the Privacy Statement prior to providing the Service.


21. Complaints

  • If you have a complaint about our services, such complaint may be submitted to us at support@nealthy.com or (in writing) to our postal address. The description of the complaint must be accurate and complete (stating the concerning Orders, Transactions, relevant date(s), any reproaches made to nealthy, (other) relevant facts). The documents in support of that complaint should be attached.
  • We are obliged to respond to the details of the complaint within a period of 4 weeks. If this complaints procedure has been followed, but your complaint has not been dealt with satisfactorily, you are entitled to submit the dispute to the court in accordance with the provisions of Article 22.
  • Correspondence between you and us is confidential and, except where required by law, may not be published or disclosed by either party without the expressed consent of both parties.


22. Liability

  • In addition to what is provided elsewhere in this User Agreement, nealthy shall not be liable for any loss or damage to the User arising out of or in connection with:
  • power outages/bugs, or outages/bugs in communication connections and/or equipment and/or other facilities, regardless of whether such connections, equipment or facilities are operated by nealthy or by a third party, or other causes which prevent or delay the User or nealthy itself from using the systems of nealthy and the connected Services, in the context of the performance of the Services; nealthy cannot guarantee that the Services will be available 24 hours a day 7 days a week. nealthy does its utmost to achieve this availability but cannot be held liable if this is not the case.
  • inaccuracies in and/or failure or delay in receiving nealthy -provided price information, calculations, balance statement, quotes or other information provided by nealthy to the User;
  • analyses and/or other information of any kind related to investing in cryptocurrency that is available to User;
  • changes in internal business practices, policy documents and compliance policies that may prevent the User from continuing to use nealthy 's Services;
  • a decrease in value or increase in value of cryptocurrency, losses suffered by the User and/or lost profits;
  • abuse, unauthorized or inaccurate use of the Platform and/or access codes and/or Platform security measures through which access to the Account is gained;
  • the shortfalls of exchanges, payment and settlement systems, or depository institutions;
  • the choices made by User regarding security settings and/or security measures – or the (partial) absence thereof – of the products or services offered by nealthy; and
  • any other damage whatsoever, except if and to the extent it is established that such damage is the direct result of gross negligence or intent on the part of nealthy.
  • To the extent that nealthy is liable for damages suffered, nealthy 's total liability shall, to the maximum extent permitted by applicable law, be fixed at the sum of the transaction fees paid by you to nealthy for the 6 months immediately preceding the date of any claim giving rise to such liability.


23. Concluding Provisions

  • The User Agreement and all Orders / Transactions / withdrawals and deposits are governed by Dubai law, Cabinet Decision No. (112) of 2022, and without prejudice to the regulatory powers of the CBUAE and SCA, are applicable to contractual obligations.
  • In case of disputes, any action by a User shall be brought either before the Dubai courts or before the courts of the place where the User is domiciled, at the User's option.
  • In case of disputes, an action against a User shall be brought before the courts of the Member State where the User is a resident.
  • We shall be entitled to modify and/or amend the terms of this Agreement unilaterally. In case of a modification of the User Agreement, the User has the option to terminate the User Agreement immediately.
  • If one or more provisions of this Agreement is found to be void or declared invalid (for example, as a result of a court ruling), the remaining provisions of the User Agreement will remain in force.
  • We will communicate with you in English. We can communicate with you online, via email, the app and your Account.
  • We may amend this User Agreement at our sole discretion. If you do not agree to these changes, you may terminate the User Agreement immediately. Your continued use of the Service after the changes become effective will constitute your acceptance of the changes.
  • These terms and conditions are available in several languages. If they differ or can be interpreted differently, the English text of the conditions shall be decisive.

3. User Agreement: Staking Services

Version: 1.1

Revision Date: October 17th, 2023

1. General

1.1 The nealthy Staking Service (this “Service” or “Services”) is offered by nealthy FZCO, a Dubai registered company (“nealthy”), which allows the users to earn digital assets through investment on Third Party DeFi Platform(s) (as defined below). nealthy is responsible for product design management and operation. In order to use this Service, you (“you” or “User”) shall read and abide by the nealthy Staking Service User Agreement (this "Agreement").

Please read carefully, fully understand the terms and conditions of this Agreement, and choose to accept or not accept this Agreement. This Agreement forms part of nealthy's Terms of Service. Unless otherwise provided in this Agreement, the terms used in this Agreement shall have the meaning provided in nealthy's Terms of Service. This Agreement, together with nealthy's Terms of Service, constitute the entire agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and nealthy, depending on your location, nationality, services used, and your level of KYC completed.

1.2 Unless you have read and accepted all the terms of this Agreement, you are not authorized to use this Service and its corresponding Services. Your acceptance of this Agreement and your use of the Service represents that you have read and agreed to this Agreement and that this Agreement is legally binding on you. Please read all the contents of the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform carefully, and use this Service only after you have read, understood and agreed to all the contents.

1.3 Similar to any asset, the value of Digital Assets may fluctuate significantly, and there is a huge risk which means that you may suffer economic losses when buying, selling, holding or investing in Digital Assets and engaging related transactions. Your use of nealthy's Services means that you confirm and agree: (1) You understand the risks associated with Digital Assets and related transactions; (2) You agree to bear all risks and losses associated with the use of nealthy's Services and engaging transactions involving Digital Assets; (3) nealthy shall not be responsible for any such risks or losses or adverse consequences.

1.4 This Agreement shall supplement our nealthy Terms of Service.  In the event of any conflict or inconsistency of any term or provision set forth in this Agreement, our nealthy Terms of Service, such conflict or inconsistency shall be resolved by giving precedence first to this Agreement.  All other provisions of our nealthy Terms of Service not modified by this Agreement shall remain in full force and effect.

2. Definitions

OIT (nealthy Index Token): An nealthy index token is a specialized digital asset that is built on a blockchain network, typically utilizing smart contracts to define its functionality.

Staking: The User will freeze a certain amount of digital assets as agreed in the User’s account for investment. After staking, the User will not be able to trade the staked digital asset in the Funding Account.

DeFi Platform or “Third Party DeFi Platform”: means the third party DeFi platforms through which Users can use the Digital Assets in their User account to invest and earn yields through nealthy, including without limitation, the Compound Platform, Aave Platform and Tokenlon Platform.

3. Eligibility to Use the Service

3.1 You understand and acknowledge that:

  • You have agreed to abide by the “nealthy Terms of Service” and you are eligible and are permitted to use the Services defined therein;
  • If you are registering the Service in your personal capacity, in order to effectively accept this Agreement, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to enter this Agreement. Once entered, it is binding on you;
  • If you are registering for the Service on behalf of a legal entity, in order to effectively accept this Agreement, you declare and guarantee that (i) such legal entity is legally established and valid in accordance with applicable laws; (ii) you are duly authorized by the legal entity to have the right to act on their behalf.
  • You have the experience and risk tolerance required to use the service, and have the experience and knowledge necessary to invest in non-guaranteed Digital Assets products;
  • You should carefully consider and use clear judgment to evaluate your financial condition and the above-mentioned risks before making any decision to use this Service, and bear all the losses arising therefrom;
  • In order to use the Service, you have the ability to perform operations on the Internet;
  • This Agreement does not conflict with the laws of your country or region, and you promise that you agree to comply with the laws of your country or region;
  • You are the legal owner of the Digital Assets in your nealthy Account and guarantee that the sources of these Digital Assets are legal.

3.2 You agree and undertake that:

  • You shall not use the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law;
  • You shall not conduct, initiate or promote any forms of market manipulation, market manipulation, price manipulation, insider dealing, market distortion or any other malicious acts with respect to the market;
  • You shall not conduct, initiate or promote any forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the law.

3.3 You understand and accept the risks that may arise to you and the related losses you may suffer from using the Service, including without limitation:

  • Any loss you may suffer from the risks associated to the inability to trade the frozen Digital Assets arising from your use of this Service.  You are willing to bear the risks and potential financial losses caused by freezing of the Digital Assets;
  • The expected yield displayed on nealthy website is the theoretical estimate of yield; they are not actual yield guaranteed or promised by nealthy. Actual yield may vary from the expected yield. Your final yield will be based on the actual yield you receive. nealthy will deduct the cost, fees, and expenses related to the operation of this Service (including but not limited to the server fees, etc.) as well as the handling fees for this Service from your actual yield of this Service to determine your final yield. nealthy does not make any guarantee or promise to the actual yield that you may receive;
  • Price fluctuations of Digital Assets and their derivatives may cause significant or total losses in a short period of time;
  • Technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in losses of your Digital Assets;
  • Market anomalies may occur, which may result in losses of your Digital Assets;

In order to maintain the overall health of the market, nealthy is required to add, remove, or change the policies, the terms of this Agreement or other relevant service agreements or terms from time to time. Such changes may benefit or harm individual customers like you.

4. Use of Service

4.1 Process of Service

(1) On the nealthy Earn page, you may choose the currency of the Digital Assets you intend to invest in. Different Third Party DeFi Platform may be supported for investment for different currency of the Digital Assets. Users can deposit certain OITs to the nealthy staking platform which will enable nealthy to deposit the underlying OIT assets into  Third Party DeFi Platforms.  Each time a User chooses to deposit Digital Assets into a Third Party DeFi Platform offered on this page, an order will be generated. nealthy will transfer the Digital Assets under all orders accumulated from previous day to the current day to the corresponding Third Party DeFi Platform at an indicated time each day.

After the User successfully places an order, the underlying OIT assets may be transferred be transferred to the Third Party DeFi Platform or used as a liquidity source which will be displayed on the user’s Finance Account, and the estimate interests (if applicable) and rewards (if applicable) accrued will be displayed and updated in the Funding Account. The Users can view the interests and rewards accrued each day in the nealthy Earn order management tool in the account. But the Users cannot withdraw such interests and rewards. The interest will only be distributed and deposited to the User's Funding Account after the User's order is successfully redeemed. The rewards will be distributed to your Funding Account each day.

(2) You understand and agree that in relation to the Third Party Platform, due to market fluctuations, the ratio of the currency pair when the User place an order may be different from the ratio of the currency pair when the User’s Digital Assets invested are successfully transferred on chain. The ratio of the currency pair shall be determined based on the ratio when the User’s Digital Assets invested are successfully transferred on chain. The excessive Digital Assets will be deposited into the User’s account. In order to ensure User’s benefits, if the slippage exceeds the pre-set maximum slippage when the User’s Digital Assets invested are successfully transferred on chain, nealthy will cancel all the transaction orders requested in relation to the Third Party Platform under this Service on that day and refund all the investment of the Users.

(3) No redemption shall be allowed during the nealthy transfer process. One the transfer is completed, Users may redeem at any time. After the User places a redemption instruction on the nealthy Earn product, nealthy will redeem all orders accumulated from T1 on the previous day to T1 on the current day from the blockchain of the corresponding Third Party DeFi Platform at certain time each day. nealthy will calculate the interests and rewards which a User could earn pro rata based on the proportion of a User's investment, and will distribute and deposit the interests into User’s Funding Account, and transfer the principal in your Finance Account to User’s Funding Account. The rewards will be distributed to your Funding Account each day.

4.2 nealthy Staking Transfer and Redemption Time

(1) nealthy will transfer the Digital Assets deposited by Users to the Third Party DeFi Platform each day. The funds invested by the User will only begin to accrue interests after the on chain transfer operation is completed successfully.

(2) The redemption time will be similar to the staking time. nealthy will redeem all the orders from the blockchain collectively at the same time each day for all the redemption orders accumulated from the previous day to same time of the current day. The Unstaking time can take up to four (4) days.

4.3 Return of principal and interests and distribution of rewards

(1) After the User redeems the order, after nealthy redeems collectively from the blockchain at the daily fixed nealthy time or redemption time set out in Clause 4.2 above, the User’s principal will be released and transferred from the Finance Account to the Funding Account. At the same time, nealthy will distribute the User's interests and rewards pro rata based on the User's investment proportion and deposit to the User's Funding Account.

(2) In relation to the Maple Platform:

You understand and agree that nealthy will transfer a part of the underlying OIT assets you invested to various platforms. With market transactions and price fluctuations, the redemption amount and the amount of assets invested under your order may be inconsistent.

4.4 Update of interests earned by Users and interest calculation formula

(1) The interest and rewards earned by Users investing in Digital Assets will be calculated and accrued in accordance with the relevant rules of the Third Party Platform after the deduction of the nealthy Service Fee.

(2) The interests displayed in the User account will be calculated and updated each hour, and the User's order management tool will update the interests accrued by each User's order each hour.

4.5 Update of User's rewards and rewards calculation formula

(1) The User's rewards are calculated and updated each hour, and the User's order management tool will update the User's rewards accrued for each order each hour after Service deductions. .

The rewards redeemed by the User should be equal to the sum of the User's interests in each time period.

(2) In relation to Aave Platform, the formula for calculating the number of AAVE awarded is:

The total rewards accrued per hour on the blockchain = (number of token/number of all token on such address) * number of net AAVE increased on such address in such hour;

Token means the proof of stake generated when the User's principal is deposited into the Aave Platform contract;

4.6 Service Fees

(1) During the Service, all gas fees generated on all Third Party DeFi Platform on chain under this Service will be borne by nealthy, which will not be borne by Users. nealthy may charge you certain service fee ("Service Fee") for providing this Service to you. The Service Fee charged by nealthy may be 25% of your actual yields (including interest and rewards, if applicable) earned under this Service, unless otherwise stated at nealthy Platform.

(2) You hereby agree and authorize nealthy that nealthy shall have the right to deduct the Service Fee payable from your assets in your Account, otherwise nealthy has the right not to provide the Services to you under this Agreement.

(3) When a User redeems the Digital Assets invested, nealthy will first deduct the handling fee charged by the Third Party DeFi Platform from the User's principal and yields, and then deposit the redeemed principal and yields into the User's account.

5. Liabilities

5.1 You agree and accept that the User’s estimated yield displayed on nealthy website is an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. Your final yield will be based on your actual yield. nealthy will calculate the User's actual yields based on the actual yields you earned under the transactions under this Service minus the Service Fees payable to nealthy. nealthy does not promise or guarantee your estimated yield or actual yield you will receive.

5.2 You agree and accept that when you redeem your assets, the time it takes for you to receive the Digital Assets in your account may vary and the assets received displayed on the website shall be final. nealthy shall not be liable for any losses caused by time difference for receipt of Digital Assets.

5.3 You agree and accept that the aggregate liability of nealthy shall not exceed the Service Fee nealthy received from you when this Agreement is terminated.

5.4 You agree and accept that nealthy reserves the right to amend the content of this Agreement anytime in its sole discretion. nealthy shall not be liable to any losses arising from your misunderstanding of this Agreement, or your delay of reading the amendments to this Agreement.

5.5 You agree and accept nealthy's access to Third Party DeFi Platform projects. nealthy only provides project display and revenue distribution and other related services. nealthy shall not be responsible for any losses incurred as a result of contract vulnerabilities, hacking incidents, or suspension, discontinues, or termination of business, bankruptcy, abnormal suspension or cessation of trading of Third Party DeFi Platform or project sponsors or other potential risks. You agree to bear all the relevant risks set out in this Clause and all the losses you may suffer as a result of the abovementioned risks. If you suffer any loss as a result of occurrence of the abovementioned risks, you agree that the corresponding part of funds you lost frozen in your Funding Account will not be unfrozen.

5.6 The yield you earned on the Third Party DeFi Platform will be calculated based on the ratio of the proof of stake on the blockchain to the underlying OIT Digital Assets. The fluctuation of such ratio may cause losses suffered by the Users, and nealthy shall not be responsible for any liabilities arising from such losses.

5.7 You agree and accept that if the nealthy platform or the Third Party DeFi Platform cannot function properly or the Service is interrupted arising from the following conditions, such that you are unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, nealthy shall not be liable to any losses. These circumstances include but not limited to:

  • The Third Party DeFi Platform suspends, discontinues, and terminates its business, closes down, and abnormally suspends or stops trading;
  • Service suspension for maintenance as announced by the Third Party DeFi Platform or nealthy;
  • System failure to transmit data;
  • Force majeure or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks, pandemic, epidemic, etc., that lead to the suspension of the nealthy platform or the Third Party DeFi Platform;
  • Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations, etc.;
  • Service interruption or delay caused by the computer system of the Third Party DeFi Platform or nealthy being damaged, defective or unable to perform normally;
  • Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
  • Losses suffered by you or other third parties arising from the fault or delay of the third party;
  • Losses suffered by you or other third parties arising from changes in laws and regulations or government orders;
  • Losses suffered by you or other third parties arising from force majeure or accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances.

You agree and accept that the above reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, nealthy reserves the right to refuse to execute your commands based on the actual circumstance. You understand and agree that nealthy shall not be liable to any of your losses (including but not limited to direct or indirect losses, actual losses or loss of possible yield, etc.).

5.8 You agree and accept that nealthy shall not be liable for any losses caused by the risks described in Section 3.3 of this Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).

6. Mandatory Measures

You agree and accept that nealthy strictly prohibits unfair trading practices. nealthy reserves the right to exercise control over your account or close your account if you perform the following actions:

  • Market manipulation, price manipulation, insider dealing, market distortion, or any other malicious market wrongdoings or behaviors;
  • Harming other Users or nealthy using the loopholes of the Service or other unreasonable means;
  • Participation in any activities that nealthy regards as harmful to the market;
  • Violation of laws and regulations.

In order to eliminate any adverse effects on the overall market, nealthy reserves the right to take the following measures at its sole discretion, including but not limited to the closing down of your account, restricting or canceling your commands. You understand and agree that nealthy shall not be liable for any losses (including but not limited to any direct or indirect losses, actual losses or losses of possible profits) incurred by you in connection with the above measures.

7. Control

The client acknowledges that there will be instances where Virtual Assets are not under the control of nealthy. The following are instances when Virtual Assets are out of nealthy’s control:

  • Smart Contracts: when assets are locked in a smart contract, they are not under the direct control of nealthy, but rather are governed by the contract's code until conditions are met;
  • Withdrawal to personal wallets / pending transactions: when a client withdraws virtual assets to a personal/external wallet, there's a time frame where the assets are in transit and not under the direct control of nealthy.

The client acknowledges that client virtual assets or client money does not benefit from any form of deposit protection.

8. Indemnification

8.1 You should take each possible measure to protect nealthy from any damages arising out of your use of the Service or other actions related to your nealthy account, otherwise you should be liable to nealthy.

8.2 You hereby agree to defend, indemnify and hold nealthy harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against nealthy arising from or arising out of your breach of this Agreement, your improper use of the Service, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your nealthy account or access our website, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on your behalf.

9. No Financial Advice

nealthy is not your broker, dealer, agent or consultant. In any transactions or other decisions or activities which you use nealthy services, nealthy does not have a fiduciary relationship or fiduciary duty with you. Any communication or information provided by nealthy to you shall not be considered or interpreted as investment advice, financial advice, trading advice or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be responsible for any and all losses or liabilities. Regarding your specific situation, you shall consult a legal or tax professional for advice. nealthy does not recommend to you to buy, acquire, sell or hold any Digital Assets. Before making a decision to buy, sell or hold any cryptocurrency, you shall conduct due diligence and consult your financial advisor before making any investment decision. nealthy shall not be responsible for your decision to buy, sell or hold Digital Assets based on the information provided by nealthy.

10. Third Party Website Disclaimer

Any links of third party websites in nealthy services do not mean that nealthy endorses any products, services, information and disclaimers provided therein, and nealthy does not guarantee the accuracy of the information contained therein. nealthy shall not be liable for any losses caused by your use of such third party products and services. In addition, since nealthy has no control over the terms of use or privacy policies of third party websites. Once you use this Service, it means that you know, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the Third Party DeFi Platform or other third party websites. nealthy and each Third Party DeFi Platform are independent legal entities, and this Agreement shall not constitute any form of agency, partnership or cooperative relationship between the parties. nealthy and each Third Party DeFi Platform shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

11. Governing Law

This Agreement, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of Dubai without regard to the principles of conflicts of laws thereof.

12. Jurisdiction and Dispute Resolution

12.1 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute arising out of or relating to this Agreement (“Dispute”), the parties shall first refer the Dispute to proceedings at the Dubai International Arbitration Centre (“DIAC”) in accordance with DIAC’s Mediation Rules in force for the time.

12.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 11.1, such Dispute shall be referred to and finally resolved by arbitration administered by the DIAC) under the DIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Dubai Special Administrative Region of People’s Republic of China (“Dubai”).

12.3 You agree that the seat of arbitration shall be Dubai. The number of arbitrators shall be three (3). nealthy shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the DIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

12.4 You agree that nealthy shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

12.5 Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

13. Complaints

13.1 Our commitment to customer satisfaction at nealthy extends to our comprehensive complaint management process, which complies with UAE regulations and laws. Every complaint received is treated with the highest level of importance and respect. We conduct thorough investigations and provide responses in a fair and objective manner, striving to reach a resolution that is mutually satisfactory to all parties involved.

Your feedback is invaluable to us and we sincerely appreciate your input. If you have any concerns or complaints, please don't hesitate to contact us. You can be assured that we will make every effort to address them promptly and effectively.

Our commitment is to promptly address and resolve complaints within 48 hours of receipt. However, it is important to note that depending on the complexity of a particular case, it may take up to 7 days to resolve more complicated issues and up to 14 days for highly complex matters. In cases where a complaint exceeds the specified timeframe due to its complexity, we will provide an interim response by the 14th day. This interim response will inform the complainant of the current status of the investigation and, if possible, provide an estimated resolution date. Our goal is to ensure transparency and keep all parties informed throughout the process.

14. Forks, Staking, and Airdrops

14.1 Newly Created Virtual Assets (Airdrops)

From time to time, there may be newly created Virtual Assets that arise from events such as "airdrops" or other mechanisms. When such events occur:

a. nealthy will promptly assess the nature and implications of the newly created Virtual Asset.

b. Our assessment will consider various factors including, but not limited to, the security, stability, and legitimacy of the new Virtual Asset, its underlying technology, and its compatibility with our platform's infrastructure.

c. Once our evaluation is complete, we will clearly communicate to our clients regarding our decision to support or not support the newly created Virtual Asset, including details on how and when it will be made available or any actions required on the part of our clients.

14.2 Unsupported Virtual Assets due to Changes (Forks)

Events such as "forks" or other significant changes may occasionally mean that a previously supported Virtual Asset is no longer compatible or viable for support on our platform. In such cases:

a. nealthy will diligently assess the impact of the said event as soon as we become aware of its nature and potential ramifications.

b. Our evaluation will consider the sustainability, security, and stability of the altered Virtual Asset and any potential risks it might pose to our clients or platform.

c. Throughout any transition phase, we will maintain open communication with all affected clients. This will include, but is not limited to, providing clear guidelines on any actions clients may need to take, timelines for any changes, and potential implications for their holdings.

d. If a decision is made to no longer support a previously supported Virtual Asset, clients will be given instructions on withdrawal or transfer procedures, timelines, and any other relevant information to ensure a smooth transition.

Clients are encouraged to remain updated on our platform announcements and to reach out to our support team for any further clarifications or concerns related to Virtual Asset support.

15. Miscellaneous

15.1 The contents of this Agreement also include nealthy's various system specifications, other agreements or rules in the connection with this Agreement, and other relevant agreements and rules regarding the Service that nealthy may issue from time to time. Once the above content is officially released, it is an integral part of this Agreement, and you should also abide by it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.

15.2 nealthy reserves the right to unilaterally modify this Agreement (including the above contents) if necessary. Such modification could happen at any time without prior notice. If any changes are made, the revised contents shall be posted on nealthy's website immediately. Please check the latest information posted therein to inform yourself of any changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, you should stop using the Services.

15.3 You should carefully read this Agreement, and any document referred to in Section 13.1 and 13.2 of this Agreement, that constitute the contents of this Agreement. If there is anything that you do not understand in this Agreement and any document referred to herein, you should contact nealthy and seek for clarification. Unless otherwise instructed by nealthy, any formal communication and document transfer between you and nealthy should be undertaken through email. You are also able to contact nealthy telephonically as informal communication. Any formal communication between you and nealthy should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between the English version of this Agreement and any translated version, the English version of this Agreement shall prevail.

To nealthy:

Email: support@nealthy.com

15.4 If at any time, under any law of any jurisdiction, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the other provision or the legality, validity or enforceability of other provision under the laws of other jurisdictions is not affected or impaired.

15.5 If at any time, under any law of any jurisdiction, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the other provision or the legality, validity or enforceability of other provision under the laws of other jurisdictions is not affected or impaired.

15.6 The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.

15.7 The headings of all the terms of this Agreement are for reading convenience only and have no actual meaning and cannot be used as a basis for interpretation of the meaning of this Agreement.

15.8 nealthy has the sole and final discretion of interpretation of this Agreement.

4. User Agreement: Lending and Saving

Version: 1.1

("LE-Agreement")
Last revised: 18th  September 2023

("User Agreement - Lending and Savings") between the Contracting Parties, which governs the legal framework for the cooperation of the Parties and also applies to this LE-Agreement. To the extent that this LE-Agreement uses terms defined in the User Agreement - Lending and Savings, such terms shall have the same meaning in this LE Framework Agreement as in the User Agreement - Lending and Savings. nealthy, on the one hand, and the Counterparty, on the other hand, intend to enter into in-kind loans on units of certain Virtual Assets on the basis of this LE-Agreement in a plurality of cases and, as the case may be, alternately as Lender or Borrower. Preceding this, the Contracting Parties agree as follows:

1. Granting of Loans in Kind

1.1 The Contracting Parties shall grant each other loans in kind in an indefinite number of individual cases in respect of positions in the Virtual Assets set out. Each Contracting Party may be a Lender or a Borrower. The Lender shall lend the Loan Asset to the Borrower. The Borrower shall be obliged to return the Loaned Item in the same type, quality and quantity.

1.2 The following provisions shall apply to each Individual Transaction. The Individual Transactions among themselves and together with this LE Agreement form a single contract. All Individual Transactions shall be made in the spirit of and in reliance on a uniform risk assessment.

2. Individual Transactions

2.1 The specific terms and conditions of an Individual Transaction, in particular the specific Crypto Asset and the volume of the item to be lent ("Loan Object") as well as the remuneration and term of the Individual Transaction and other agreements shall be set forth in a Term Sheet.

2.2 If the Contracting Parties have agreed on an individual transaction, BHS shall immediately send the Term Sheet to the Counterparty via Front-End, API, email or fax. BHS shall also issue a confirmation of the individual transaction without delay.

2.3 Each Contracting Party is entitled to request a signed copy of the Term Sheet for each Individual Transaction from the other Contracting Party. The signed copy of the Term Sheet pursuant to sentence 1 above is not a prerequisite for the validity of an Individual Transaction.

2.4 The provisions of an individual transaction shall take precedence over the provisions of this LE Agreement.

3. Delivery

3.1 The Lender shall deliver and transfer the Loan Object to the Borrower after each Individual Closing T+1, i.e., by the end of the first Banking Day following the date of the Individual Closing (the "Value Date").

3.2 The Contracting Parties agree that upon delivery pursuant to the foregoing paragraph 1, the unrestricted ownership or any other legal status of equal value customary at the place of deposit of the Loan Object shall pass to the respective Borrower. For this purpose, the respective Lender shall, to the extent required, make all further necessary declarations.

3.3 The Borrower shall be entitled to dispose of the Loan Object as of the value date. If the Loan Object is not delivered by the end of the value date, the Borrower shall be

entitled, after notifying the Lender of the non-delivery and after expiration of a grace period of one additional Banking Day in Dubai, to claim damages for non-performance or to rescind the Individual Transaction.

4. Remuneration

4.1 The Borrower of an Individual Transaction shall pay to the Lender for the provision of the Loan Object provided under the respective Individual Transaction the fee agreed for this purpose in the respective Individual Transaction ("Individual Fee"). All individual fees owed by a contracting party shall together constitute the loan fee owed by such party ("Loan Fee"). Individual fees are determined on a daily basis.

4.2 The Individual Fee shall be paid in total for the period from (and including) the value date to (and excluding) the (respective) Banking Day on which the Loan Object is actually returned in whole or in part to the Lender ("Return Date"). Insofar as the individual charge is to be determined for periods of less than one year, this shall be done on the basis of a year of 365 days (act/365).

4.3 The Loan Fee shall be payable on the first day of a calendar month for the preceding calendar month. For the purpose of settlement pursuant to sentence 1 above, Nealthy shall determine on the first day of each month the amount of the Loan Fee to be paid by one Contracting Party to the other Contracting Party on the basis of the individual transactions open at the relevant time, if necessary by dividing it into different currencies or payment tokens or other units of account in which the Loan Fee is to be paid ("Settlement Amount") and shall notify the other Contracting Parties of all Settlement Amounts. The Counterparty may raise objections to the Settlement Amounts in accordance with above until the end of the third Banking Day after Nealthy has notified the Settlement Amounts; after expiry of this period the Settlement Amounts shall be deemed to have been approved. Objections in accordance with above shall not release the Customer from the obligation to make timely payment in accordance with above.

5. Term and Termination

5.1 The loan object is transferred on the basis of an individual transaction for the period specified in the Term Sheet or until the date specified for the Individual Transaction.

5.2 To the extent that the Borrower or the Lender has the right to terminate the Individual Transactions prematurely in the respective Term Sheet, the individual transactions may be terminated in whole or in part subject to the conditions set forth in the Term Sheet with a notice period of three Banking Days.

5.3 Unless and until Individual Transactions have been fully settled, this LE-Agreement may not be terminated for cause in its entirety.

5.4 The right to extraordinary termination of an Individual Transaction and of the LE-Agreement as a whole shall remain unaffected. Good cause entitling a contracting party to terminate the agreement shall include in particular:

- false information provided by the other contracting party about its financial circumstances, which may be of significant importance for the decision of a contracting party on granting the loan in kind,

- the occurrence or threat of a material deterioration in the financial situation of a contracting party or in the value of collateral, if this jeopardizes the repayment of one or more loan items or the fulfillment of another obligation of this contracting party, even if collateral existing for this purpose is realized, or

- the non-fulfillment of an obligation of a contracting party to pay the loan fee in accordance with § 4 or to provide or increase security within a reasonable period of time set for this purpose.

If the good cause consists of the breach of a contractual obligation, termination shall

only be permissible after the unsuccessful expiry of a reasonable period set for remedial action or after an unsuccessful warning, unless this is dispensable due to the

special features of the individual case.

5.5 This LE Agreement shall terminate without notice in the event of insolvency. An insolvency event shall exist if

- a ground for insolvency of a Contracting Party occurs,

- the filing of a petition to commence insolvency proceedings against the assets of a Contracting Party or similar proceedings of another jurisdiction, whether the petition is filed by the Contracting Party itself, a third party or an authority appointed for this purpose,

- the opening of insolvency proceedings relating to the assets of a Contracting Party or similar proceedings of another jurisdiction; and

- rejection of the opening of insolvency proceedings or similar proceedings of another jurisdiction for lack of assets. ("Insolvency Event")

5.6 In the event of termination of this LE-Agreement by extraordinary notice of termination pursuant to paragraph 4 or in the event of insolvency, the claims for delivery or return of the respective Loan Objects and other services, in particular the claim for payment of the Loan Fee, shall be replaced by a uniform claim ("Compensation Claim"), for the determination of which, all claims of the Contracting Parties under this LE Agreement shall be set off against each other - if necessary on the basis of the market value pursuant to § 9 (5) at the time of termination of the LE-Agreement and converted into Dollar.

6. Return

6.1 Each Loan Object or the part of a Loan Object affected by a partial termination shall become due for redelivery on the Banking Day immediately following the termination of the granting of the Loan in accordance with § 5 above ("Maturity Date").

6.2 The Borrower shall deliver and transfer title to the Loan Object within the meaning of the preceding paragraph 1 on the due date.

7. Delayed Return

7.1 If the Borrower does not return the Loan Object to the Lender on the due date or does not return it in full, the Lender shall be entitled, after prior warning with a grace period of at least one week, to acquire on the market for the account of the Borrower the loan object due for return ("Cover"). The Borrower shall immediately be provided with an account of the expenses incurred by the Lender. The Borrower shall be obliged to reimburse the expenses of the Lender pursuant to sentence 2 above ("Reimbursement of Expenses"). The reimbursement of expenses shall be due for payment upon receipt of the statement of account pursuant to sentence 2.

7.2 Failure to make a timely return delivery shall not constitute good cause for termination of the LE Agreement as a whole until the Borrower has failed to pay the reimbursement of expenses after the expiration of a further period of one week from the due date of the reimbursement of expenses.

7.3 The assertion of further damages or proof of lesser damages shall remain unaffected.

8. Collateral

8.1 The Counterparties grant to each other a lien on the cash account(s), wallet(s) and securities account(s) specified in the Term Sheet, or in client's agreement ("Pledged Account"), including all present and future rights and claims (whether conditional or not conditional) to which the respective Contracting Party or any other holder of the Pledged Account is entitled or accrues against the account- or deposit-keeping bank out of, or in connection with, the contractual relationship underlying the Pledged Account, as the case may be, in connection with a fiduciary position in the Pledged Account.

8.2 The pledge under paragraph 1 above secures the full, irrevocable and unconditional performance of all obligations of the respective Contracting Party under the LE Agreement against the Contracting Party in whose favor the pledge exists ("Secured Claims").

8.3 The Contracting Parties hereby irrevocably authorize each other to notify the respective credit institution holding a Pledged Account of the seizing of the Pledged Accounts in text form. In doing so, each Contracting Party shall inform the respective credit institution of the continuing right of disposal of the respective other Contracting Party pursuant to the following paragraphs 4 and 5. The Contracting Party granting the lien shall be sent a copy of the notification pursuant to sentence 1 above (electronic copy sufficient).

8.4 Each Contracting Party shall remain entitled to exercise all rights and powers in relation to its respective pledged account in the ordinary course of its business and with the diligence of a prudent businessman as long as the Party complies with the secured requirements. Each Contracting Party shall ensure that its respective pledged account has a credit balance in a certain amount or a securities account balance with a certain stock exchange value or other market value ("Base Amount") until the return and transfer of title pursuant to § 6 paragraph 2 and the full payment of the remuneration pursuant to 8. 4. The Base Amount shall be maintained in the amount of the minimum amount specified and shall otherwise correspond to the percentage of the market values of all Loan Objects provided to the respective Contracting Party under this LE Agreement ("Market Value") as specified in the client's agreement. The Base Amount shall be recalculated on each TARGET2 business day, Value Date and Return Date of an Individual Transaction and shall then be held in the respective Contracting Party's Pledged Accounts in the corresponding amount. Each Contracting Party may request that the base amount to be held by the other Contracting Party be increased to the parameters set out in the client's agreement if the market value has increased by more than the fluctuation amount set out in the client's agreement compared to the market value relevant for the previous determination of the base value. Each Contracting Party may request the reduction of the Base Amount to be maintained by it to the parameters set out in the client's agreement if the Market Value has decreased by more than the variation amount set out in the client's agreement compared to the Market Value relevant for the previous determination of the Base Value. The above sentences 4 and 5 shall apply mutatis mutandis after agreement of new individual transactions or complete or partial return of the loan object of individual transactions.

8.5 The market value of a Crypto Asset for each Banking Day shall correspond to the closing price of the respective Crypto Asset on the preceding Banking Day on the trading platform specified in the client's agreement for the respective Virtual Asset, unless a different trading venue or a different determination of the market value is specified in the Term Sheet of the respective individual transactions. Provisions in the Term Sheet shall take precedence over provisions in the client's agreement.

8.6 The market value of other securities, in particular securities booked into a securities account used as a pledged account, corresponds for each Banking Day to the closing price of the respective security in fully electronic trading on the respective exchange with highest trading volume and, if fully electronic trading does not take place, to the closing price of the respective security DFM.

8.7 Notwithstanding paragraph 1 in the client's agreement, the contracting parties may agree on a different collateralization approach instead of a collateralization by granting liens on pledged accounts, in particular a collateralization by assignment of security of cash, Virtual Assets and/or securities. Unless otherwise provided in the client's agreement, paragraphs 2 to 6 above and sections 9 and 10 shall apply mutatis mutandis.

9. Realization of Collateral

9.1 If a secured claim becomes due and is not fulfilled within three Banking Days even after expiry of a grace period of at least one week and the contracting parties hereby expressly acknowledge that an enforceable title or an enforcement notice is not required and that a period of five bank working days is sufficient for notifying the respective Borrower of the realization.

9.2 The realization of the lien shall be permitted without prior written notice to the respective Borrower and without observance of a time limit if an insolvency event has occurred with respect to the respective Borrower.

9.3 Each Party shall at all times, until all of its Secured Claims have been satisfied in full, take into account the legitimate interests of the other Party in exercising its rights and performing its obligations under this LE Agreement.

9.4 The proceeds from the liquidation of the lien shall be used in the order of priority determined by the Lender.

10. Release of Collateral

10.1 The liens granted to the Contracting Parties on the Pledged Accounts shall be successive and shall automatically expire upon the expiry or full satisfaction of the Secured Claims. Notwithstanding the foregoing, each Contracting Party shall, for evidentiary purposes, release the respective pledged account after the expiry or full satisfaction of all secured claims of the respective Contracting Party by means of an immediate declaration of release vis-à-vis the credit institution holding the respective pledged account in the form requested by such credit institution.

10.2 Each Contracting Party shall, at the request of the other Contracting Party, issue to the other Contracting Party a confirmation of the release of the respective pledged account in text form.

11. Hard Fork (“Hard Fork”) and Airdrop (“Airdrop”)

11.1 During the Loan period, nealthy may notify Users of any upcoming Hard Fork or Airdrop in connection with the digital assets involved under the Loan. Within 30 days after Nealthy makes the notice, Nealthy and the User have the right to terminate the Loan. Within 30 days after the notice of terminating the Loan, the User shall repay all outstanding principal and interest under the Loan.

11.2 In the event that new tokens are generated due to a Hard Fork in the digital asset protocol or an applicable Airdrop (the “New Tokens”) and neither Nealthy nor the user chooses to terminate the Loan, the right to such New Tokens shall be as follows:

(i) if the New Tokens are generated in connection with digital assets which comprises part of the relevant Loan, nealthy shall have right to receive such New Tokens and Borrower shall repay the New Tokens to Nealthy;

(ii) if the New Tokens are generated in connection with digital asset which comprises part of the Collateral, Borrower shall have right to receive such New Tokens, and Nealthy will release the New Tokens together with the corresponding Collateral to their Nealthy account after Borrower fully repay all the principal and interest of the outstanding Loan Borrower borrowed.

12.  Representations and Warranties

The Borrower hereby represents, warrants and undertakes that:

(1) The source of the Collateral under the Loan and this Service is legitimate, and the ownership is not disputed;

(2) The Collateral hereunder is not subject to any litigation, preservation, mortgage, judicial freeze, and  enforcement and thus becomes unenforceable, otherwise Borrower shall be deemed to have breached these Terms and shall bear all responsibilities;

(3) Borrowers shall not lose their ability to pay under their obligations of repayment under the Loan as a result of occurrence of other events including litigation, preservation, mortgage, judicial freeze, and enforcement. Otherwise, it shall be deemed that Borrower have defaulted and Borrower shall be responsible for all economic losses and legal liabilities;

(4) Borrower will not infringe the legitimate rights and interests of Lender;

(5) Borrowers are not on the sanctions list issued by any government and international organizations;

(6) If the above representations, warranties and covenants are no longer correct, complete and valid due to changes in the applicable laws, the Borrower will immediately notify Lender in writing.

Borrower hereby acknowledge that if Borrower breach the foregoing representations, warranties and covenants, Lender shall have the right to stop providing Borrower with any and all services (including but not limited to this Service). If Lender suffers losses due to their breach of the foregoing representations, warranties and covenants, Lender has the right to hold the Borrower liable for the breach of these Terms.

13. Limitation of Liability

13.1 Risk Disclosure

13.1.1 Borrower expressly agree that their use or non-use of this service and related services are at their own risk. Except as expressly provided to the contrary under these terms, the services, all products and services provided to Borrower through this service and related services provided to the Borrower are strictly offered on an “as is” and “as available” basis, and lender and its affiliates or its service providers or suppliers make no representations, warranties, or guarantees to Borrower of any kind, either express or implied, including without limitation, merchantability, quality or fitness for a particular purpose, title, or non-infringement, no errors or omissions, continuity, accuracy, reliability of this service. Some jurisdictions do not allow the exclusion of implied warranties in contracts, so the above exclusion may not apply to you. Lender does not make any undertakings and warranties for the validity, accuracy, correctness, reliability, quality, stability, completeness or timeliness of the technology and information in connection with this services or other services provided by the lender.

13.1.2 Nothing in these terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws,

13.1.3 Like any asset, the value of digital assets may fluctuate significantly, and there is a huge risk that Users may incur economic losses when buying, selling, holding or investing in digital assets and other related transactions. to the choice of using and how to use the Services of the Platform is the User's personal decision, and the User shall bear any and all of the risks and potential Losses. Lender does not make any express or implied warranties regarding the market, value or price of digital assets. Users acknowledge and understand the instability of the digital asset market. The price and value of digital assets may fluctuate or collapse at any time. Trading digital assets is of the free choice and decision of Users, and Users shall solely bear their own risks and possible losses. their use of this Service means that Borrower confirm and agree:

(1) Borrower fully understand all of the risks associated with digital assets and related transactions;

(2) Borrower agree to solely bear any and all risks and Losses associated with the use of these Services and engaging in any transactions involving digital assets; and

(3) Lender shall not be responsible for any of these risks or Losses or any other adverse consequences.

(4) The Platform cannot guarantee the authenticity, sufficiency, reliability, accuracy, completeness or validity of the content on the Platform, and shall not bear any legal liability arising therefrom. The User shall rely on the User’s independent judgment to conduct transactions, and the User shall bear all responsibilities for User’s judgment and/or decisions.

(5) Digital assets involve a high degree of risk. Using Client Loan Services involve market risk, smart contract risk, liquidity risk, oracle risk, volatility risk, and legal and compliance risks. Digital assets are not the legal tender of any government, and their value is not guaranteed by a specific government. The value of digital assets may fluctuate greatly. Users shall be fully aware of the above risks and should exercise caution when conducting any transactions regarding digital assets. Users of the Client Loan Services must have sufficient financial capability, maturity, experience and willingness to bear all investment risks and potential investment losses. Thus, digital asset investment is not suitable for all investors.

(6) Borrower understand and accept the risks that Borrower may incur by using this Service, and the related losses that Borrower may suffer as a result, including but not limited to:

  • The main risks of the Client Loan are related to market price fluctuations. In a highly volatile market, it may be difficult for users to predict the market price at maturity date as well the gap between the market price and the Target Price at the maturity date; high price volatility of digital assets and their derivatives may cause significant or total losses in a short period of time; and Borrowers are willing and able to bear all risks caused by market price fluctuations and any economic losses Borrower may suffer;
  • Once the digital assets Borrowerhold are locked and frozen due to use of this Service, Borrower will not be able to trade the frozen digital assets and other operations caused by risks associated with the inability to trade these digital assets, Borrowers are willing to bear the risks arising from locking their digital assets and any economic losses Borrower may suffer;
  • During the product’s active period, if Lender terminates this product Service early, Borrower may not be able to obtain the expected profits within the expected product holding period (if any) which may result in the loss of their digital assets;
  • If there is a force majeure event, or an force majeure event that causes the price of digital assets to collapse, it may cause Lender to fail to pay out the profits of the product Borrower invested in and may cause loss of their digital assets;
  • Technical abnormalities may occur, which may delay or prevent Borrower from using this Service or conducting related transactions, which may cause the loss of their digital assets;
  • Market abnormalities may occur, which may cause loss of their digital assets;
  • In order to maintain the overall health of the market, Lender may add, delete or modify the relevant provisions of these Terms, the policies, the terms and conditions or other related user agreements, service agreements or terms from time to time. Such modifications may benefit or harm Users like you.

Borrowers confirm that the Borrower fully understands the nature, risks and potential losses related to the Client Loan Services. Before making an investment decision, Borrower should exercise independent judgment and carefully consider using Client Loan Services based on their own investment experience and capability, financial situation, investment objectives, investment period, willingness and ability to bear investment risks, the extent of their understanding of the nature and risks of this product, and other relevant circumstances. The aforementioned risks do not include all the risks and all the market conditions of the user's transactions related to this Service through the Lender Platform. If a Borrower has any questions or concerns, please seek advice from an independent financial advisor.

13.2 The virtual assets market is volatile and may change rapidly in terms of liquidity, market and trading dynamics. Borrowers are fully responsible and liable for any and all trading and non-trading activities and their account used on or through the Lender website. Borrowers acknowledge and agree to be fully responsible for all their transactions and non-trading behaviors and omissions on Lender or through Lender, as well as all gains and losses arising from their use of the Lender website and this Service and any other services provided on the Lender Platform. Borrowers are responsible for any of their assets and liabilities in their Lender Account, and Borrowers are responsible for all their obligations for all their financial activities on Lender. Lender is not responsible for any and all losses arising from this Service and any other services provided on the Lender Platform and shall not assume any compensation or any other responsibility.

13.3 Borrowers agree and accept that the User’s estimated yield displayed on the Lender Site is merely an estimation but not a guaranteed or promised actual yield. The actual yield may not meet or may be lower than the estimated yield. their final yield will be based on their actual yield. Lender will calculate the User's actual yields based on the actual yields Borrower earned under the transactions under this Service minus any Service Fees (if any) payable to Lender. Lenders do not promise or guarantee their estimated yield or actual yield Borrower will receive.

13.4 Borrower agree and accept that when the Borrower redeems their assets, the time it takes for Borrower to receive the digital assets in their account may vary and the assets received and displayed on the Site shall be final. Lender shall not be liable for any losses caused by or related to time differences or discrepancies for receipt of digital assets.

13.5 Borrower agree and accept that Lender reserves the right to amend the content of this Agreement any time in its sole discretion. Lender shall not be liable for any losses arising from their misunderstanding of this Agreement, or their delay of reading the amendments to this Agreement.

 13.6 Borrower agree and accept that if the Lender Platform cannot function properly or the Service is interrupted arising from the following conditions, such that Borrowers are unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Lender and its affiliates shall not be liable for any losses. These circumstances include but are not limited to::

  • Service suspension for maintenance as announced by the Lender Platform;
  • Hacker attack(s) on the Lender Platform for purposes including stealing user account passwords, secret keys, APIkey, and other information, resulting in losses caused by illegal hacking into the User’s accounts and / or illegal transfer of digital assets;
  • System failure to transmit data as a result of telecom equipment failures;
  • Force majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of the Lender Platform;
  • Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, banking issues, temporary closure arising from government regulations and any other reasons;
  • Service interruption or delay caused by Lender Platform’s computer system being damaged, defective or unable to perform normally;
  • Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
  • Losses suffered by Borrower or other third parties arising from the fault or delay of the third party;
  • Losses suffered by Borrower or other third parties arising from changes in laws and regulations or government orders;
  • Losses suffered by Borrower or other third parties arising from force majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances.
  • Other losses not attributable to Lender due to external uncontrollable events.

Borrower agree and accept that the aforementioned reasons may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, and Lender reserves the right to refuse to execute their commands based on the actual circumstances. Borrower understand and agree that Lender shall not be liable for any of their losses (including but not limited to direct or indirect losses, actual losses, or loss of possible yield and other similar or related losses).

13.7 Software Protocols and Operational Challenges

  • Software protocols that underlie digital assets are typically open source projects, which means that: (i) the development and control of such digital assets are outside of Lender's control, and (ii) such software protocols are subject to sudden and dramatic changes that may have a significant impact on the availability, ease of use, or value of a given digital asset. Borrower also are aware of and accept the risks associated with operational challenges. Lender may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. Borrower understand that the Services may experience operational issues that lead to delays. Borrower agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. Borrower agree that Lender shall not be responsible or liable for any related losses.
  • All Users understand that the technology underlying digital assets is subject to change at any time, and such changes may affect their digital assets stored on our platform. Borrower agree to be fully responsible for monitoring such technological changes and understanding their consequences for and regarding their digital assets. Users conduct all trading and make all related decisions based on their own volition, and Lender shall not be liable for any loss or damage incurred as a result of their use of any Services or their failure to understand the risks involved or associated with digital asset use in general or their use of our Services.

13.8 Lender strictly prohibits unfair trading behaviors. Lender reserves the right to enact, under its sole discretion, and take control over their account, if you:

  • are involved in price manipulation, insider dealing, market manipulation, market distortion or any other malicious wrongdoings to the market;
  • might be harming other users or Lender by exploiting the Service’s vulnerabilities or by other unreasonable means;
  • are involved in any other activities that Lender deems harmful to the overall well-being of the market.

Lender also reserves the right to take actions including but not limited to close their accounts, limit trading, halt trading, cancel transactions, rollback transactions and return the relevant digital assets to any complainant so as to eliminate any adverse effects to the overall wellbeing of the market. In no event shall Lender be liable to Borrower for any loss incurred when such action against Borrower happens.

13.9 Borrower agree and accept that Lender shall not be liable for any losses caused by the risks described in this Clause 13  of the Agreement (including but not limited to any direct or indirect losses, actual losses or possible loss of profits).

13.10 The aforementioned provisions do not indicate all the risks arising from or related to their transactions through the Platform or all the conditions of the market. Before making any trading decisions, Borrower shall fully understand the relevant digital assets; make cautious and prudent decisions based on their own trading objectives, risk tolerance, and financial conditions; and solely bear all risks and losses.

14. Indemnification

14.1 Borrower shall take all possible measures to ensure that Lender is held harmless from any damages caused by their use of the Service or other activities related to their Lender account, otherwise Borrower shall be liable for losses suffered by Lender.

14..2 Borrower hereby acknowledge and agree to defend and indemnify any claims or requests (including reasonable legal fees) resulting from their breach of these Terms, their improper use of Lender services, their violation of any laws or infringement of any third party rights, any third party’s actions or omissions with respect to the authorized use of their Lender account, or access to Lender website, apps, and systems (including networks and servers used to provide any Lender services, regardless of whether such websites, apps, and systems are operated by Lender, or operated for Lender, or operated to provide Lender Service to you), and make every effort to hold Lender harmless.

15. No Business, Legal, Financial or Tax Advice

The User acknowledges and agrees that no information provided by Lender, notwithstanding whether included in these Terms or any other document or statement, shall be deemed as business, legal, financial or tax advice. The User may and should consult his own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from the reception of and in connection with digital assets under this This Service. Lender is not their broker, dealer, agent or consultant. The User acknowledges and agrees that in any transactions or other decisions or activities through which Borrower use any Lender Services, Lender does not have a fiduciary relationship or fiduciary duty with you. No communication or information provided by Lender to you, notwithstanding whether included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment advice, business advice, legal advice, financial advice, tax advice, trading advice or any other type of advice. Borrower shall determine whether any investment, investment strategy or related transaction is appropriate for Borrower based on their personal investment objectives, financial condition and risk tolerance, and Borrower shall be solely responsible for any and all Losses or liabilities.

Borrower should consult their own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from using this This Service. Lender does not recommend to Borrowers to buy, acquire, sell, transfer or hold any digital assets. Before making a decision to buy, sell, transfer or hold any digital assets, Borrower shall conduct due diligence and consult their financial advisor before making any investment decision. Lender shall not be responsible for their decision to buy, sell, transfer or hold digital assets based on the information provided by Lender.

16. Third Party Website Disclaimer

Any links of third party websites in Lender services do not mean that Lender endorses any products, services, information and disclaimers provided therein, and Lender does not guarantee the accuracy of the information contained therein. Lenders shall not be liable for any losses caused by their use of such third party products and services. In addition, since Lender has no control over the terms of use or privacy policies of third party websites. Once Borrower use this Service, it means that the Borrower know, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules (as amended from time to time) on the third party websites. Lender and each third party websites are independent legal entities, and these Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. Lender and each third party websites shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

17. Governing Law

These Terms, their use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of United Arab Emirates without regard to the principles of conflicts of laws thereof.

18. Jurisdiction and Dispute Resolution

18.1 Borrower acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Dubai International Arbitration Centre (DIAC) in accordance with DIAC’s Mediation Rules in force for the time.

18.2 If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 12.1, such Dispute shall be referred to and finally resolved by arbitration administered by the DIAC) under the DIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the UAE.

19. Miscellaneous

19.1 The contents of these Terms also include Lender's various system specifications, other agreements or rules in connection with these Terms, and other relevant agreements and rules regarding the Service that Lender may issue from time to time. Once the aforementioned content is officially released, it shall become an integral part of these Terms, and the Borrower shall also abide by it. In the event of any conflict between the aforementioned content and these Terms, these Terms shall prevail.

19.2 Lender reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on Lender's website. Please regularly check the latest information posted therein to inform theirself of any changes. their continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. If the Borrower does not accept the revised content, please stop using the Services.

19.3 Borrower shall carefully read this Agreement, and any document referred to in Clause 19.1 and 19.2 of these Terms that constitute the contents of these Terms. If there is anything that the Borrower do not understand in the Agreement and/or any document referred to herein, the Borrower should contact Lender and seek clarification. Unless otherwise instructed by Lender, any formal communication and document transfer between Borrower and Lender shall be undertaken through email. the Borrower may also be able to contact Lender telephonically as a form of informal communication. Any formal communication between Borrower and Lender should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and the Agreement, the Agreement shall prevail.

Please address emails to “Lender” at the following email: support@Nealthy.com.

19.4 If any provisions of these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of these Terms shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of these Terms, or the validity, legality or enforceability of such provision in any other jurisdiction.

19.5 No failure or delay by Lender in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

19.6 Borrower shall not transfer, novate or assign these Terms, and the rights and obligations hereunder, in whole or in part, without the prior written consent of Lender. Lender has the right to transfer, novate or assign any rights or obligations under these Terms by serving written notice on you, which takes effect upon the delivery of such notice.

19.7 The headings of all these Terms are for reading convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.

19.8 If there is a discrepancy between the English version of these Terms and the translation of other languages version, the English version of these Terms shall prevail.

19.9 Lender has the sole and final discretion of interpretation of these Terms.

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