This agreement (the "AGREEMENT"), entered into between DA and You as of

the date You indicate your acceptance to the terms of this Agreement

(the "EFFECTIVE DATE"), governs Your access to and use of the Canton

Software, as described below. "DA" means either Digital Asset Holdings,

LLC, a Delaware Limited Liability Company with offices at 4 World Trade

Center, 150 Greenwich St., 47th Floor, New York, NY 10007, if Your

billing address is located in the United States or Digital Asset

(Switzerland) GmbH, a Swiss company with limited liability, having

offices at Thurgauerstrasse 40, 8050 Zurich, Switzerland, if Your

billing address is outside of the United States. "YOU" or "YOUR" means

the individual or legal entity agreeing to the terms of this Agreement.

Each party may be referred to herein individually as a "PARTY" and

collectively the "PARTIES".

By entering into this Agreement, the Parties agree as follows:

1. PRODUCTS AND SERVICES

1. _COVERED PRODUCTS_. This Agreement covers Your use of a

pre-alpha version of the Canton Software, as defined below.

2. _CANTON SOFTWARE LICENSE_. Subject to Your compliance with this

Agreement, DA grants to You a limited, non-exclusive,

non-transferable, non-sublicensable and non-assignable license

to use Canton Software during the Alpha Term solely for internal

evaluation, non-production demonstrations, prototype

development, or testing (collectively, the "PURPOSE"). "CANTON

SOFTWARE" means any goods, licensed materials, and software made

available for download by DA that relates to its ledger

technology.

3. _AUTHORIZED USERS_. You will ensure that: (a) if You are an

individual, only You, and (b) if You are entering into this

Agreement on behalf of a company or other legal entity, only

that company or entity's employees, its Affiliates and the

employees of its Affiliates who have a need to access and use

the Canton Software (in each case, the "AUTHORIZED USERS") have

access to such Canton Software. You shall be liable for any

breach of any term of this Agreement by any of your Authorized

Users. "AFFILIATE" means, with respect to any entity, any other

entity that, directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common

control with, such entity. The term "control" means the

possession, directly or indirectly, of the power to direct or

cause the direction of the management and policies of an entity,

whether through the ownership of voting securities, by contract,

or otherwise.

4. _YOUR DATA AND APPLICATIONS_. You may only use mock or fake data

with the Canton Software (_e.g._, to develop custom

applications, referred to herein as "CUSTOM APPLICATIONS"; and

collectively with such mock data, "YOUR DATA"). You shall not

use any real-world data with the Canton Software, including but

not limited to data pertaining to real world transactions or

events, persons, entities, or subjects, financial data, or

Personal Information or Sensitive Data. As between You and DA,

You retain ownership of Your Data, subject to DA's ownership

of the Canton Software (including DAML libraries). You shall be

solely responsible and liable with respect to Your Data.

"PERSONAL INFORMATION OR SENSITIVE DATA" means any information

relating to an identified or identifiable natural person,

including any and all similarly protected sensitive data; an

identifiable natural person is one who can be identified,

directly or indirectly, in particular by reference to an

identifier such as a name, an identification number, location

data, an online identifier or to one or more factors specific to

the physical, physiological, genetic, mental, economic, cultural

or social identity of that natural person.

5. _NO SLA OR TECHNICAL SUPPORT_. Alpha products, including the

Canton Software, may not always perform as specified and can be

changed from time to time without notice. With respect to this

alpha program, You acknowledge and agree that DA has no

obligation to provide You with any technical support services in

relation to the Canton Software under this Agreement, and that

no Service Level Agreement ("SLA") or any service credits apply

to Your use of the Canton Software, including with respect to

any failures or degradations of such Software. Support, if any,

will be governed by a separate agreement between DA and You.

2. FEES AND TAXES

During the Alpha Term, the Canton Software is provided at no cost to

You. Any future fees (the "FEES") for the Canton Software will be listed

at [https://www.canton.io/fees.html] and communicated to You in advance of

those Fees becoming effective. DA can change the Fees from time to time

and, by continuing to use the Canton Software after receiving

notification of new Fees becoming effective, You agrees to those Fees,

as applicable. If any authority imposes any duty, tax, levy, or fee

(excluding those based on DA's net income) on the Canton Software or any

support services provided hereunder, You agree that You are responsible

for and will pay any such amount and that You shall indemnify DA from

and against any liability with respect to any amount imposed.

3. INTELLECTUAL PROPERTY

1. _OWNERSHIP/TITLE_. As between DA and You, during and after the

term of this Agreement, (a) DA exclusively retains and owns all

right, title and interest, including but not limited to any and

all Intellectual Property Rights, in and to the Canton Software,

and (b) You exclusively retain and own all right, title and

interest, including but not limited to any and all Intellectual

Property Rights, in and to Your Data. "INTELLECTUAL PROPERTY

RIGHTS" means any (i) copyrights and copyrightable works,

whether registered or unregistered, (ii) trademarks, service

marks, trade dress, logos, registered designs, trade and

business names (including internet domain names, corporate

names, and email address names), whether registered or

unregistered, (iii) patents, patent applications, patent

disclosures, mask works and inventions (whether patentable or

not), (iv) trade secrets, know-how, data privacy rights,

database rights, know-how, and rights in designs, and (v) all

other forms of intellectual property or proprietary rights, in

each case in every jurisdiction worldwide. All rights not

expressly granted to You are retained by DA.

2. _PURPOSE; RESTRICTIONS_. THE CANTON SOFTWARE IS PROVIDED BY DA

TO YOU DURING THE ALPHA TERM FOR EVALUATION PURPOSES ONLY. You

may use the Canton Software only during the Alpha Term and only

for the Purpose. ANY USE OF THE CANTON SOFTWARE FOR ANYTHING

OTHER THAN THE PURPOSE, INCLUDING USE IN ANY PRODUCTION SETTING,

IS STRICTLY PROHIBITED AND IS A MATERIAL BREACH OF THIS

AGREEMENT. Without limiting the foregoing, You will not and will

not induce any third party to, directly or indirectly: (a) copy,

modify, create a derivative work of, reverse engineer,

decompile, translate, disassemble, or otherwise attempt to

extract any or all of the source code of the Canton Software

(except to the extent such restriction is expressly prohibited

by applicable law), (b) use the Canton Software for any

non-evaluation activity or in violation of DA's Acceptable Use

Policy; (c) use the Canton Software in any manner which violates

applicable law, including, without limitation, export controls,

broker dealer regulations, and banking regulations, or (d)

sublicense, resell, or distribute any or all of the Canton

Software.

3. _FEEDBACK_. You may choose to provide comments, suggestions and

other evaluative observations or analysis regarding the Canton

Software (such items, collectively, "FEEDBACK") to DA. Feedback

shall be confidential information of DA. You grant to DA, under

Your Intellectual Property Rights, a worldwide, fully paid,

irrevocable and non-exclusive license, with the right to

sublicense to DA's licensees and customers, the right to use and

disclose Feedback in any manner DA chooses and to display,

perform, copy, make, have made, use, sell, and otherwise dispose

of DA's and its sublicensees products embodying such Feedback in

any manner and via any media DA or its sublicensee chooses,

without reference or obligation to You. You will not provide DA

any Feedback that (i) You have reason to believe is subject to

any patent, copyright, or other intellectual property claim or

right of any third party; or (ii) is subject to license terms

that seek to require any DA product incorporating or derived

from any Feedback, or other DA intellectual property, to be

licensed to or otherwise shared with any third party. Unless

authorized by You, DA shall not use or reference Your name or

trademarks in its use of such Feedback.

4. REPRESENTATIONS AND DISCLAIMERS

1. _REPRESENTATIONS_. Each Party represents and warrants that (a)

this Agreement is duly and validly executed and delivered by

such Party and constitutes a legal and binding obligation of

such Party, enforceable against such Party in accordance with

its terms; (b) such Party has all necessary power and authority

to execute and perform in accordance with this Agreement;

and (c) such Party's execution and performance of this Agreement

does not conflict with or violate any provision of law, rule or

regulation to which such Party is subject, or any agreement or

other obligation applicable to such Party or binding upon its

assets. If You are entering this Agreement on behalf of a legal

entity, You represent that You have the proper legal authority

to bind that entity to this Agreement.

2. _DISCLAIMER OF WARRANTIES_. THE CANTON SOFTWARE IS AN ALPHA

VERSION NOT YET GENERALLY RELEASED AND IS PROVIDED "AS IS" WITH

NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS OR

IMPLIED, AS TO THE CANTON SOFTWARE OR ANY TECHNICAL SUPPORT

SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES

OR CONDITIONS OF MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY

QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY

WARRANTY OR CONDITION OF NON-INFRINGEMENT. WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, NEITHER DA NOR ANY OF ITS LICENSORS

WARRANTS THAT THE CANTON SOFTWARE WILL PERFORM WITHOUT ERROR,

THAT IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION OR THAT ANY

CONTENT AND DATA USED WITH THE CANTON SOFTWARE WILL BE SECURE OR

NOT OTHERWISE LOST OR DAMAGED.

3. _THIRD-PARTY MATERIALS_. DA ASSUMES NO LIABILITY FOR ANY

COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO ANY

COMPUTER OR OTHER DEVICE AS A RESULT OF YOUR USE OF THE CANTON

SOFTWARE. DA DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY

FOR ANY THIRD-PARTY MATERIALS OR SERVICES OFFERED BY OR THROUGH

THE CANTON SOFTWARE.

5. LIMITATION OF LIABILITY

Regardless of the basis on which You are entitled to claim damages from

DA (including fundamental breach, negligence, misrepresentation, or

other contract or tort claim), DA's entire liability for all claims in

the aggregate arising from or related to the Canton Software, any

support services or otherwise arising under this Agreement will not

exceed the actual amount paid by You to DA under this Agreement during

the three (3) months prior to the event giving rise to liability.

IN NO EVENT WILL DA BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES,

INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS GOODWILL OR

ANTICIPATED SAVINGS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY

OF RECOVERY, EVEN IF DA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE

DAMAGES.

6. INDEMNIFICATION

Unless prohibited by applicable law, You will defend and indemnify DA

and hold DA harmless from and against any and all claims, liabilities,

damages, and expenses, including, without limitation, reasonable

attorneys' and experts' fees, arising from or relating to Your use of

the Canton Software or any acts, omissions, or misrepresentations under

this Agreement, including but not limited to: (i) Your violation of DA's

Acceptable Use Policy, (ii) any claim by a third party that Your Data

(_e.g._, Your Custom Application(s)) violates the Intellectual Property

Rights of a third party, and (iii) Your violation of any policy

communicated to You by DA.

7. NOTICES

All notices to DA must be in writing and will be deemed given only when

sent by first class mail (return receipt requested), hand-delivered or

sent by a nationally recognized overnight delivery service, to the DA

address indicated at the beginning of this Agreement. All notices to You

may be given electronically (_e.g._, to the email address submitted by

the You upon registration). A Party may change its address for notices

by notifying the other Party in writing.

8. GOVERNING LAW; JURY WAIVER

THE AGREEMENT IS DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED

ACCORDING TO THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS

CONFLICTS OF LAWS PROVISIONS. THE PARTIES HEREBY CONSENT TO THE

EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS WITHIN THE

BOROUGH OF MANHATTAN, CITY OF NEW YORK, FOR THE ADJUDICATION OF ALL

MATTERS RELATING TO, OR ARISING UNDER THIS AGREEMENT AND THE PARTIES

HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF

VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT

ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN ANY FORUM

NON CONVENIENS. BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY

PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, BETWEEN ANY OF

THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES RELATED TO IN ANY WAY

THIS AGREEMENT. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED

NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE

APPLICATION OF WHICH IS HEREBY EXPRESSLY EXCLUDED.

9. TERMINATION

This Agreement is effective from the Effective Date until terminated in

accordance with its terms (the "ALPHA TERM"). Either Party may terminate

this Agreement for convenience, in whole or in part, any time by giving

the other Party prior notice of the termination date. This Agreement

shall automatically terminate upon Your acceptance, if any, of a

successor agreement related to the Canton Software. The provisions

relating to the following rights and obligations shall survive the

termination, cancellation, expiration and/or rescission of this

Agreement: Sections 1.4-1.7, 1.9, 2, 3.3, 3.4-6, and 8-10.

Upon termination, You agree to promptly delete or return all copies of

the Canton Software in your possession or control and cease using such

Software or exercising any rights You may have under this Agreement.

10. GENERAL

1. _INDEPENDENT CONTRACTORS_. DA and You will at all times be

independent contractors. Neither Party has any right, power or

authority to enter into any agreement for or on behalf of, or to

assume or incur any obligation or liabilities, express or

implied, on behalf of or in the name of, the other Party. This

Agreement will not be interpreted or construed to create an

association, joint venture or partnership between the Parties or

to impose any partnership obligation or liability upon either

Party.

2. _YOUR INFORMATION_. Apart from account information, You shall

not disclose any Personal Information or Sensitive Data or

similarly protected or personal data to DA. If You disclose or

otherwise provide or furnish Personal Information or Sensitive

Data to DA, You represent and warrant that You have obtained all

the relevant consents to do so and will defend, indemnify and

hold DA harmless from and against any claims arising out of such

disclosure. To the full extent allowed by applicable law, You

agree that You are solely liable for all Personal Information

and Sensitive Data obligations, including, without limitation,

confidentiality and data protection and privacy obligations and

restrictions imposed by applicable law, regulation or court

order.

You agree to allow DA and its subsidiaries, Affiliates,

subcontractors and assignees to store, use, and transfer among

such entities and persons, any Personal Information or Sensitive

Data provided by You, including names, business phone numbers

and business email addresses, anywhere DA or any of such

entities or persons does business worldwide, provided that such

information will be used only in connection with DA's business

relationship with You.

3. _SEVERABILITY_. If any provision of this Agreement is held

invalid or unenforceable by a court of competent jurisdiction,

the remaining provisions of this Agreement remain in full force

and effect. The Parties agree to replace the invalid or

unenforceable provision with one that matches the original

intent of the Parties.

4. _THIRD-PARTY BENEFICIARIES_. For the avoidance of doubt, all

rights and benefits granted under this Agreement to You will be

deemed granted directly to You. Otherwise, no third party will

be deemed to be an intended or unintended third-party

beneficiary of this Agreement. DA is not responsible for any

third-party claims against You.

5. _FORCE MAJEURE_. With the exceptions of confidentiality,

restrictions on use, and payment obligations, a Party will be

excused from the performance of its obligations under this

Agreement to the extent that such performance is prevented by

Force Majeure and the non-performing Party promptly provides

notice of the prevention to the other Party referencing this

Section. Such excuse shall be continued so long as the condition

constituting force majeure continues and the non-performing

Party takes reasonable efforts to remove the condition. "FORCE

MAJEURE" means conditions beyond the control of the affected

Party, including an act of any God, war, civil commotion,

terrorist act, labor strike, failure or default of public

utilities or common carriers, fire, earthquake, storm or like

catastrophe, or failure or loss of utilities, communications or

computer (software and hardware) services (provided that such

failure could not have been prevented by the exercise of skill,

diligence, and prudence on the behalf of the affected Party that

would be reasonably and ordinarily expected from a skilled and

experienced person or entity engaged in the same type of

undertaking under the same or similar circumstances.

6. _ENTIRE AGREEMENT, ASSIGNMENT_. This Agreement constitutes the

entire agreement of the Parties pertaining to the subject matter

hereof, and supersedes all prior agreements and understandings

pertaining thereto, notwithstanding any oral representations or

statements to the contrary heretofore made. This Agreement may

not be assigned or transferred by You without the prior written

consent of DA.

7. _MODIFICATION; WAIVER; RIGHTS_. DA MAY AMEND OR RESTATE THIS

AGREEMENT AT ANY TIME UPON NOTICE TO YOU, WHICH NOTICE MAY BE

GIVEN ELECTRONICALLY. BY CONTINUING TO ACCESS OR USE ANY CANTON

SOFTWARE, YOU AGREE TO BE BOUND BY ANY SUCH AMENDMENTS MADE BY

DA. No amendment of this Agreement may be made by You unless in

writing and signed by both Parties. All rights and remedies

provided for in this Agreement will be cumulative and in

addition to, and not in lieu of, any other remedies available to

either Party at law, in equity or otherwise.

DA ACCEPTABLE USE POLICY

Your use of the Canton Software is subject to this Acceptable Use

Policy. Capitalized terms have the meaning given to them in the

Agreement between You and DA.

You agree not to, and not to allow third parties to use the Canton

Software:

1. To violate, or encourage the violation of, the legal rights of

others (including, without limitation, storage or transmittal of any

material that violates the Intellectual Property Rights of any

entity or person);

2. To engage in, promote or encourage illegal activity;

3. To engage in the purchase, sale, or other transaction of any asset

or other item that would violate or cause DA to violate any

applicable law, including without limitation, the Securities

Exchange Act of 1934;

4. For any unlawful, invasive, infringing, defamatory or fraudulent

purpose (for example, this may include phishing, creating a pyramid

scheme or mirroring a website);

5. To store or transmit infringing, libelous, or otherwise unlawful or

tortious material, (including any materials which illegal, obscene,

indecent, defamatory, incites racial or ethnic hatred, violates the

rights of any entity or person, harms or threatens the safety of any

entity or person or may otherwise constitute a breach of any

applicable law);

6. To intentionally store or distribute Malicious Code or any items of

a destructive or deceptive nature;

7. To generate, distribute, publish or facilitate unsolicited emails,

promotions, advertisements or other solicitations; or

8. To use the Canton Software, or any interfaces provided with the

Canton Software, to access any other products or services of DA or

its subcontractors in a manner that violates the terms of service of

such other product or service.